Sitowise Group Oyj

Governance Information • Mar 12, 2025

Corporate Governance Statement 2024

SITOWISE GROUP PLC

1 Introduction

Sitowise Group Plc (hereinafter referred to as 'Sitowise' in respect of the entire group and as the 'Company' in respect of the parent company alone) complies with the Securities Market Association's Finnish Corporate Governance Code 2025 for Finnish listed companies, which is publicly available at www.cgfinland.fi. Sitowise complies with the recommendations of the Finnish Corporate Governance Code without exception.

This Corporate Governance Statement ("CG Statement") is separate from the Board of Directors' report of the financial period from 1 January to 31 December 2024, and both documents can be found on Sitowise's website at www.sitowise.com. This CG Statement has been reviewed by the Audit Committee of Sitowise's Board of Directors and approved by the Board. Sitowise's auditor has verified that the CG Statement has been issued and confirmed that the description of the main features of the internal control and risk management systems relating to the Company's financial reporting process is consistent with the description included in the Company's financial statements.

Sitowise adheres to good corporate governance by complying with all applicable laws and regulations and by implementing the recommendations for good corporate governance. The Company's corporate governance system complies with the Company's Articles of Association and in particular with regard to the Finnish legislation the Limited Liability Companies Act, the Accounting Act, laws governing the securities market and other rules and regulations related to the corporate governance of public limited liability companies. Sitowise's activities are guided by its strategy 2023–2025 as well as its vision Redefining smartness in cities, its purpose Empowering passionate experts to solve complex challenges, and its values courage, trust, transparency, playing as a team and client knowledge.

Sitowise's governance

2 Descriptions Concerning Corporate Governance

Biographical details of The Board of Directors

Name	Year of birth	Education	Main occupation	Assessment by the Board of Directors of each director's independence of the Company and of any significant shareholders	Shares of each director and corporations over which he/she exercises control in the Company at the end of the financial period
Mr. Eero Heliövaara	1956	M.Sc. (Economics and Business Administration), M.Sc. (Technology)	Professional Board Member	Independent of the Company and of any significant shareholders	Shareholding: 111,208 shares, of which 81,208 through Heliocabala Oy
Ms. Mirel Leino-Haltia	1971	D.Sc. (Economics and Business Administration), CFA	Professional Board Member, Professor of Practice at Aalto University School of Business	Independent of the Company and of any significant shareholders	Shareholding: 5,500 shares
Ms. Elina Piispanen	1963	M.Sc. (Economics and Business Administration)	Professional Board Member	Independent of the Company and of any significant shareholders	Shareholding: 70,000 shares, of which 50,000 through Fit Advice Oy
Ms. Anni Ronkainen (as of 4 April 2024)	1966	M.Sc. (Economics)	Professional Board Member	Independent of the Company and of any significant shareholders	Shareholding: 0 shares
Mr. Niklas Sörensen	1970	M.Sc. (Engineering)	CEO, Locus Infra	Independent of the Company and of any significant shareholders	Shareholding: 3,000 shares
Mr. Tomi Terho	1984	M.Sc. (Economics and Business Administration)	Partner in Intera Partners Oy	Independent of the Company but not of significant shareholders	Shareholding: 0 shares
Mr. Mats Åström	1965	B.Sc. (Business Administration and Economics)	Professional Board Member	Independent of the Company and of any significant shareholders	Shareholding: 5,500 shares

Ms. Taina Kyllönen (M.Sc. (Economics and Business Administration)) and Mr. Petri Rignell (M.Sc. (Technology)) acted as Board members until 4 April 2024.

The members of the board of directors have no share-based rights, and they or the entities they control do not have shares or sharebased rights in other group companies of the Company.

Description of the operations and Committees of the Board of Directors

The Board of Directors has general competence to decide and act in all matters not reserved for other corporate governing bodies by law or under provisions of the Company's Articles of Association. The Board of Directors prepares for its work an annual clock according to which matters are handled. The Board of Directors convenes approximately nine times per year in accordance with its annual clock, and otherwise when needed.

The charter of the Board of Directors can be found on Sitowise's website. With regard to financial reporting and audit, the duty of the Board of Directors is in particular to monitor and assess Sitowise's financial reporting system, and the efficiency of internal controls, internal audit, and risk management systems. The Board shall also supervise audit and sustainability reporting assurance, monitor the independence of the auditor and that the auditor's services outside audit and sustainability reporting assurance are compatible with the auditor's independence. The Board shall also prepare the appointment of the auditor and the assurance provider. Preparation of matters relating to these duties is the responsibility of the Audit Committee.

Sitowise's Board of Directors has three committees: Audit Committee, Personnel Committee and Acquisitions Committee. Until April 2023, the Company also had a Nomination Committee which was replaced by the Shareholders' Nomination Board in accordance with the resolution of the General Meeting. Each committee has its own charter, and the charters can be found on Sitowise's website.

The Audit Committee consists of Mirel Leino-Haltia (chair), Anni Ronkainen (as of 4 April 2024), Mats Åström, and Taina Kyllönen (until 4 April 2024). The Audit Committee is responsible for the duties laid down in the Finnish Limited Liability Companies Act, Auditing Act and the EU Audit Regulation relating to, for example, preparing the appointment of an auditor and an assurance provider, monitoring the services offered by the auditor and evaluating the independence of the auditor, and auditing and sustainability reporting assurance. The

Audit Committee handles the auditor's report, possible audit minutes and the audit report presented by the auditor to the Audit Committee and prepared to the Board of Directors. Additionally, the Audit Committee is responsible for ensuring that the corporate governance system, supervision and risk management are in accordance with the Limited Liability Companies Act, including for example proposals to the Board regarding the internal audit charter and plan, establishing principles concerning the monitoring and assessment of related party transactions and participating in reviewing major legal disputes and other legal matters.

The Personnel Committee consists of Eero Heliövaara (chair), Elina Piispanen and Niklas Sörensen. The Personnel Committee is responsible for recommending and evaluating executive nominations and compensations including CEO's, evaluating the performance of the CEO, and making recommendations to the Board on compensation matters regarding the members of the management team and with regard to the group's remuneration systems. In addition, the Personnel Committee may discuss and handle matters relating to Sitowise's corporate culture and the development of its personnel policy. The Board appoints the CEO and approves his/her compensation as well as the nomination and compensation of the other members of the group management team. The Personnel Committee is also responsible for the preparation of a policy and report concerning the remuneration of the Board of Directors and CEO.

The Acquisitions Committee consists of Tomi Terho (chair), Eero Heliövaara, Niklas Sörensen, Mats Åström, and Petri Rignell (until 4 April 2024). The Committee assists the Board of Directors in the acquisition strategy and in the execution thereof.

Participation in the Board and committee meetings and decisions is presented below:

Personnel Committee	Acquisition Committee
	(AcC)
6/6	2/2
6/6
	0/1
5/6	2/2
	2/2
	2/2
	(PC)

42.9 % of Board members are female and 57.1 % are male.

Shareholders Nomination Board

The Annual General Meeting of Sitowise Group Plc decided on 25 April 2023 to establish a Shareholders' Nomination Board in accordance with the proposal of the Board Directors. The role of the Nomination Board is to prepare the proposals on the election and remuneration of the members of the Board of Directors to be presented to the Annual General Meeting. Further, the duties of the Nomination Board include identifying potential Board member candidates and participating in the development of the Board diversity principles.

The Shareholders' Nomination Board consists of a representative of each of the three (3) largest shareholders and the Chair of the Board of Directors who serves as an expert member of the Shareholders' Nomination Board. The right to nominate members representing shareholders belongs to the three shareholders who hold the largest share of all the votes in the Company on the first business day in September preceding the Annual General Meeting. If a shareholder does not wish to use its nomination right, the right will be transferred to the next largest shareholder. The largest shareholders are determined based on their shareholdings in the Company's shareholder register. However, holders of nominee-registered shares and shareholders whose holdings should, according to shareholding disclosure rules, be added together are also taken into account in the appointment process.

The Nomination Board is established to exist and serve until otherwise decided by the General Meeting. The members shall be nominated annually and their term of office shall end when new members are nominated to replace them. The Shareholders' Nomination Board shall be convened by the Chairman of the Board of Directors, and the Nomination Board shall elect a chairman from among its members. The Nomination Board shall give its proposals to the Annual General Meeting to the Board of Directors of the Company at the latest on 1 February each year.

The members of the Shareholders' Nomination Board of Sitowise Group Plc

The following members were appointed to Sitowise Group Plc's Shareholders' Nomination Board in September 2024:

• Mr. Jan Hummel, Paradigm Capital Value Fund SICAV (chair),
• Mr. Juhana Kallio, Intera Partners Oy,
• Mr. Stian Runde, Protector Forsikring ASA, and
• Mr. Eero Heliövaara, Chair of Sitowise Board of Directors.

By 31 January 2025, the Shareholders' Nomination Board has convened five times, and all members have been present.

PROPOSALS OF THE NOMINATION BOARD

The Shareholders' Nomination Board of Sitowise Group Plc has submitted to the company's Board of Directors its proposals for the Annual General Meeting which is planned to be held on 2 April 2025. The proposals were published via stock exchange release on 27 January 2025.

Proposal on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes that the members of the Board of Directors and its committees to be elected will be paid for the term of office ending at the termination of the Annual General Meeting 2026 the following remuneration:

• EUR 4,750 per month for the chair of the Board of Directors
• EUR 2,250 per month for other board members
• the meeting fee of EUR 1,000 per meeting for the chair of the Board of Directors and chairs of the board committees
• the meeting fee of EUR 400 per meeting for other members of the Board of Directors and the other board committee members.

The above-mentioned proposed fees are corresponding to the fees which have been paid during the term that will be ending.

The Shareholders' Nomination Board additionally proposes that the travel and accommodation expenses of the board members are compensated in accordance with the company's travel policy.

The Shareholders' Nomination Board further proposes that no remuneration is paid for the Nomination Board members but the travel expenses of the members of the Nomination Board are compensated against receipt in accordance with the Company's travel policy.

Proposal on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes that six (6) members of the Board of Directors be elected.

Proposal on the members of the Board of Directors

The Shareholders' Nomination Board proposes that for the term of office ending at the termination of the Annual General Meeting 2026, the current members of the company's Board of Directors Eero Heliövaara, Mirel Leino-Haltia, Elina Piispanen, Niklas Sörensen and Tomi Terho be re-elected and Rodolfo Zeidler be elected as a new member to the Board of Directors. Mats Åström and Anni Ronkainen, current members of the Board of Directors, have announced that they are no longer available for re-election.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the composition of the Board of Directors as a whole. In preparing its proposals the Shareholders' Nomination Board has taken into consideration that the composition of the Board of Directors as a whole is according to the company's needs and meets the requirements of the Finnish Corporate Governance Code for listed companies.

Mr. Rodolfo Zeidler (born 1987, German citizen), has been a Senior Research Analyst at Paradigm Capital AG since 2020. Prior to that, he worked in the investment team at Votorantim, one of Latin America's largest investment groups. He also worked with T. Rowe Price and served as a consultant in M&A transactions across multiple sectors, in addition to having corporate finance management experience. Mr.

Zeidler holds an MBA from Columbia Business School and a Master's degree in Economics from Fundação Getulio Vargas, where he also graduated in Business Administration. He was awarded the CFA designation in 2014.

All Board member candidates are independent of the company and its major shareholders except for Tomi Terho and Rodolfo Zeidler, who are not independent of the company's largest shareholders. All candidates have given their consent to be elected. The background data of the candidates to be re-elected is presented on the company's website Board of Directors | Sitowise.

The Shareholder's Nomination Board that has prepared proposals for the Annual General Meeting 2025 consists of Chair Jan Hummel, Paradigm Capital Value Fund SICAV, members Juhana Kallio, Intera Partners Oy, Stian Runde, Protector Forsikring ASA, and Eero Heliövaara, Chair of Sitowise Board of Directors as an expert member.

The proposals of the Nomination Board will be included in the notice to the Annual General Meeting 2025.

Principles concerning the diversity of the Board of Directors

In the preparation of proposals to the General Meeting relating to the nomination of board members and in the identification of potential candidates, Sitowise's Shareholders' Nomination Board complies with the Company's Diversity Principles adopted by the Board and the diversity recommendations of the Finnish Corporate Governance Code 2025. In accordance with the charter of the Nomination Board, the Nomination Board shall ensure that the Board of Directors and its members maintain and represent a sufficient level of expertise, knowledge and competence as well as diversity. Both genders must be represented on the Board. The Nomination Board shall confirm that the Board as a whole has sufficient experience and competence in, among other things, Sitowise's business and business sector, the management of public limited liability companies, corporate

governance and financial administration, and corporate transactions. The selection of Board members is based on candidates' background and ability to understand Sitowise's current and future markets, strategy, employees and customers. The Board must collectively have experience in various markets and in important issues such as digitalization and corporate responsibility. The most important criteria for candidates for Board membership are competence, experience, personal qualities and reliability.

Of the seven members currently serving on Sitowise's Board of Directors, three are women, and both genders are therefore represented. The educational background of the current Board members is commercial or technical and their work experience ranges from construction and consulting to IT, universities and finance industry. The age range of the directors is wide, as they were born in four different decades. There are two different nationalities represented on the Board: Finnish and Swedish. The Board members currently have different kinds of occupations from CEO position to partner, and to professional board members.

The Company recognizes that the diversity of the Board of Directors supports Sitowise's business operations and development and that the diversity of the know-how, experience and opinions of the directors promotes the ability to have an open-minded approach and innovative ideas.

The Company considers that the Company's Diversity Principles have been implemented with prudence as explained above. The Board of Directors consists of diversity that benefits the Company.

CEO

Mr. Heikki Haasmaa (M.Sc. (Technology), born in 1978) has acted as CEO of Sitowise since May 2022. Haasmaa's total shareholding amounts to 70,000 shares, and he has 21,000 options. Regarding compensation of the CEO, please see the remuneration report concerning the financial period 2024. The CEO sees to the daily administration and oversight in accordance with the Limited Liability Companies Act as well as the powers conferred on him and the guidelines given by the Board of Directors. The CEO leads and supervises the business activities of the group, which includes among other things seeing to the group strategy process and legality of book-keeping and reliable organization of asset management, as well as acting as chairman of the group management team and supervisor of the group management team members. The CEO takes care that the members of the Board of Directors receive all information that the Board of Directors needs in order to see to its duties.

Group Management Team

The CEO is assisted in the daily administration by a group management team, the biographical details of whose members are given below. The group management team sees to the strategic and operative guidance of the group in accordance with the guidelines given by the Board of Directors. Its duties include among other things setting up, following up and guidance to the strategic development projects, steering of strategic client relations and sales guidance, approval of action plans of business areas and group services, risks and possibilities management, and approval of significant changes to the operating system principles.

In addition to the stock option plan 2021 (options per GMT member indicated below), the Group Management Team was on 31 December 2024 part of Sitowise's share-based long-term incentive plans: Performance Share Plan 2023–2025 ("PSP 2023–2025") and

Performance Share Plan 2024–2026 ("PSP 2024–2026"). If the performance targets set for PSP 2023–2025 are achieved in full, the total amount of rewards to be paid based on the plan corresponds to a maximum of 142,000 company's shares to the group management team members. If the performance targets set for PSP 2024–2026 are achieved in full, the total amount of rewards to be paid based on the plan corresponds to a maximum of 252,000 company's shares to the group management team members.

Mr. Jonas Larsson (Master's degree in Sustainable Product Development) acted as a member of the group management team until 30 April 2024.

The group management team or the entities they control do not have shares or share-based rights in the group companies of the Company. The group management team is not a governing body within the meaning of the Limited Liability Companies Act.

Name and role in the organization Year of birth Education	at the end of the financial period
Mr. Daniel Doeser, EVP, Sweden 1971 Master's studies in Mechanical (as of 1 May 2024) Engineering	Shareholding: 0 shares, 0 options
Ms. Taija Lehtola, EVP, Human Resources 1973 Master's degree in Economics and Business Administration	Shareholding: 18,000 shares, 6,300 options
Ms. Hanna Masala, EVP, CFO 1976 Master's degree in Finance	Shareholding: 20,000 shares, 6,300 options
Mr. Jannis Mikkola, EVP, Infrastructure Solutions 1973 M.Sc. (Technology)	Shareholding: 356,740 shares, 6,300 options
Mr. Timo Räikkönen, EVP, Building Solutions 1973 Master of Science in Industrial Management, Master of Science in Economics	Shareholding: 12 600 shares, 0 options
Mr. Turo Tinkanen, EVP, Information Technology 1982 Bachelor of Engineering in Telecommunications	Shareholding: 52,000 shares, 3,150 options
Ms. Minttu Vilander, EVP, Sustainability, Brand & 1981 Master of Arts Communications	Shareholding: 19,200 shares, 3,150 options
Ms. Anna Wäck, EVP, Digital Solutions 1988 Master of Science in Economics & Business Administration	Shareholding: 7,500 shares, 1,313 options

3 Descriptions of Internal Control Procedures and the Main Features of Risk Management Systems

This CG Statement includes among other things descriptions of the main features of the internal control and risk management systems relating to the financial reporting process, i.e. information on how the Company's internal control and risk management systems ensure that financial reports disclosed by the Company provide in all material respects true and accurate information about the Company's financial position. The aforementioned information is issued at the group level, i.e. the CG Statement describes how the reliability of the financial reporting of group companies is ensured at the group level. The intention is not to give a description of the financial reporting process or the details of the systems.

Sitowise's Board of Directors takes care that the group has defined the operating principles for internal control and that the functioning of the internal control is monitored. The purpose of the operating principles for internal control is to ensure that the objectives relating to matters such as the group's strategy, operations, practices, and especially financial reporting, are achieved, and that laws and regulations are complied with. The internal control framework of Sitowise group is based on group's values, code of conduct, policies, charters and guidelines.

Sitowise's risk management is integrated into the group's management, monitoring and reporting systems. Risk management covers the identification of risks, the assessment of the relevance of risks and the definition of the necessary management measures, and if necessary, separate contingency plans. In accordance with the group's risk framework, risks are divided into strategic, financial, operational, and ESG risks. The risk management actions are targeted on the most significant risks on each level. Necessary actions are decided caseby-case. For each case, there is a person responsible of the planning, implementation, and monitoring of the actions and their effectiveness.

In practice, risk management is implemented on three main levels: 1) Sitowise group level risk management is carried out in accordance with annual clock through group's annual risk assessment. Its results are reported to the group management team which decides on key risks and their management actions. Risk management reports are presented to the Board of Directors. 2) Assessment of the key risks is continued on the business area and group services level, and actions needed are identified. Risk monitoring is performed among other things as part of the follow-up of action plan implementation. 3) The risk management of Sitowise's offers and projects is based on a riskbased project classification. The classification specifies the level of risk management needed in a certain project. The purpose is to focus risk management on those projects and themes that are most critical to the project's progress and achievement of the set goals. Risk identification,

assessment and management is separately carried out regarding acquisitions.

Risk management procedures have been discussed and their adequacy has been assessed in connection with audit and external audits. In addition, the management of offer and project operations risks, and complaints are developed together with the insurance company, e.g. through training. In project operations, risk management measures are implemented together with customers, if needed. More information is available on Sitowise's website.

Compliance of Code of Conduct and other instructions and laws applies to all Sitowise employees, units, business areas and boards of directors of Sitowise Group Plc and its subsidiaries. The responsibilities related to risk management are divided in accordance with the Company's internal Risk Management Principles. The CEO has overall responsibility of the risk management. The CEO is responsible for organizing operations and implementing the main principles of risk management, as well as reporting to the Board. The Group Management Team is responsible for the implementation of risk management, meaning the identification of the group's risks, the monitoring and assessment of risks and measures related to risks. Management of the business area is responsible for managing the business area specific risks, as well as the risks of offer and project activities. Actions include ensuring adequate insurance to cover project assignments. The Board's Audit Committee is responsible for ensuring that the corporate governance system, supervision and risk management are in accordance with the Limited Liability Companies Act. The duties of the Audit Committee are described in more detail in the chapter above concerning the committee and in its charter. Sitowise's Board of Directors has responsibility for assessing and monitoring the financial reporting system, the efficiency of internal control, internal audit and risk management as well as how agreements between the Company and its related parties meet the requirements of the ordinary course of business and arm's-length terms.

Sitowise sees the risk management and internal control that ensures the accuracy of financial reporting as an organizational, functional, and system-based process that runs through all of its operations. The Company's financial performance is reviewed at regular intervals. In addition to continuous monitoring by the finance function, the financial performance of the group companies is reported and analyzed internally monthly and the Company's group management team, led by the CEO, conducts monthly reviews of the Company's financial figures and parameters, which are shared with the Board of Directors. The group has uniform requirements for the financial information to be reported. The group management team also handles selected project-specific details. The parent company publishes interim reports,

half-year reports and financial statement releases quarterly. The Audit Committee reviews the interim report, the half-year report and the financial statement, which are approved by the Board of Directors.

To ensure accuracy of the reporting, there are analysis and control points on business area, company- and group-level. The financial forecasts are updated to the Board quarterly, but the profit forecast can be followed continuously. The annual budget is handled by the Board on a framework level and in preliminary and final forms, the latter of which is approved. Organizationally, risk management and internal control are implemented through authorizations and capping of those powers starting with the delegation of the CEO's powers by Sitowise's Board of Directors, based on which the CEO grants the authorizations, powers and limitations to Sitowise Group Plc and its subsidiaries.

Job descriptions and system user rights related to purchases and payments are appropriately segregated within the financial function (appropriate segregation of duties). On a system-level, internal control and risk management are implemented through controls built into the financial systems. The controls are reviewed in the audit during the financial period. The purpose for the control measures is to ensure that possible errors or deviations are prevented or are observed and repaired.

The Company's Board of Directors has approved the audit plan with the audit focus areas for the financial period 2024. The audit plan includes among other things the audit during the financial period and the auditor has reported his findings to the Audit Committee. There were no significant findings in the audit during the financial period or in the financial statement audit.

4 Other Information to be Provided in the CG Statement

Internal audit

The duty of the internal audit is to evaluate, among other things, the appropriateness and functioning of the Company's internal control system, risk management, and the management and corporate governance processes. The internal audit is a mean to support the development of the organization and it improves the efficient fulfilment of the supervision obligation of the Board of Directors.

The internal audit work is conducted by an external partner, supported by group services of Sitowise, or by a Sitowise employee who is not in the reporting line subject to the internal audit. The duties of the Audit Committee include approving the internal audit charter, audit activities, the allocation of resources to the internal audit and the audit plan and following up its execution, as well as evaluating the quality, scope and summary reports of the internal audit and the management's views relating to the internal audit. The responsibilities of the internal auditor are set out in the Company's Internal Audit charter.

In accordance with the Sitowise's internal audit charter, a risk-based annual plan for year 2024 was composed and reviewed by the Board of Directors. Topics for the internal audit concerning the year 2024 have been approved by the group management team and the Board of Directors.

The main principles applied in the internal audit, such as the reporting principles, include the following:

• The purpose of internal audit is to act as an independent and objective function.
• To ensure organizational independence, the audit function reports to the audit committee of the Board of Directors.
• The scope of internal audit work includes coverage of material risks which could impact the accomplishing of business objectives of Sitowise.
• The internal audit report contains management's comments with corrective actions taken or action plans with a timeframe for the anticipated completion with regard to internal audit's specific

observations and identified opportunities for improvement, if applicable.

• The Audit Committee follows up together with internal audit the management implementation of observations and identified opportunities for improvement. Observations based on a reporting criteria framework will remain as open issues until cleared.

Principles for related party transactions

The Company defines the related parties of the Company in accordance with the Limited Liability Companies Act (IAS 24) and keeps a list of its related parties. The Company's related parties include the subsidiaries, a stake in AS DWG which is considered an associated company, members of the Company's Board of Directors, the CEO and members of the group's management team, and management's family members and the companies they control.

Sitowise's Board of Directors has defined the principles for the monitoring and evaluation of related party transactions as follows:

• The Board assesses and monitors how agreements and other legal acts between the Company and its related parties meet the requirements of the ordinary course of business and arm's-length terms.
• The Board of Directors decides on related party transactions that are not conducted in the ordinary course of Sitowise's business or that are not implemented in arm's-length terms.
• The Board of Directors takes into account in its decision-making the provisions of the Limited Liability Companies Act on conflicts of interest, because Board members cannot participate in the decision-making when it concerns themselves or a transaction with one of their related parties if that transaction is not in the Company's ordinary course of business or implemented in arm'slength terms.
• The duties of the Audit Committee include overseeing transactions with related parties and reporting potential conflicts of interest, as well as determining the principles for monitoring and evaluating

related party transactions for approval by the Board.

• The Company's finance department makes regular checks based on the list of related parties as to whether any transactions with related parties have taken place.
• Sitowise has a small number of related parties that are not group companies, and there were no other transactions with these parties during the financial period except as reported in the consolidated financial statements' notes 6.3 regarding the financial period 2024. This is why the Company prioritizes keeping its list of related parties up to date and controls related party transactions by knowing the operations of its related parties. In the event that a potential related party transaction is identified, the group's legal counsel as the person responsible for the Company's related party matters notifies, in confidence, those Sitowise employees who might be involved in the preparation of the related party transaction as to (i) the potential related party transaction in question, (ii) the need to examine the nature and terms of the transaction particularly carefully, and (iii) the circumstances in which a decision on the transaction must be taken by the Company's Board of Directors. Sitowise has no transactions with private individuals who constitute related parties.
• Related party transactions are reported to the CEO and the Board of Directors in connection with the preparation of each interim report and those are included in the notes to interim reports under a separate entry titled 'Related parties'.

For more information on related party transactions, please see the consolidated financial statements' notes 6.3 concerning the financial period 2024.

Main procedures relating to insider administration

The Company's insider administration is organized based on the Market Abuse Regulation (MAR), other applicable laws and regulations, and NASDAQ Helsinki Ltd's Guidelines for Insiders of Listed Companies. The group's legal counsel attends to Sitowise's insider administration. The main insider administration procedures are set out in Sitowise's Insider Guidelines and Disclosure Policy, which are published on the Company's website. Sitowise does not have a list of permanent insiders. An individual included in a project-specific insider list is always reminded of the obligations regarding insider information.

Persons discharging managerial responsibilities within the meaning of the MAR include Sitowise's Board of Directors, the CEO and members of the group's management team. Sitowise keeps lists of persons discharging managerial responsibilities, natural and legal persons closely associated to them as well as persons belonging in the scope of closed period, since Sitowise has expanded the group of people who are not allowed to trade during the closed period by also including employees who are not members of the management and other persons who could obtain information about the Company's interim reports or financial statements release prior to disclosure by virtue of their position or duties. The persons on these lists have been informed of their obligations: persons discharging managerial responsibilities and natural and legal persons closely associated to them have been informed of their obligation to notify the Company and the Finnish Financial Supervisory Authority of any transactions relating to the Company's financial instruments, and the people who are not allowed to trade during the closed period have been informed of the applicable trading restrictions.

Sitowise operates a whistleblowing system which can be used for instance for reporting suspected violations of the rules and regulations governing financial markets and market abuse during the 2024 financial period. The system allows those employed by Sitowise and any external persons to report suspected violations anonymously within Sitowise via an independent channel.

Audit

Sitowise's auditor was KPMG Oy Ab, with Kim Järvi, Authorized Public Accountant, as the auditor-in-charge. The total remuneration paid for the audit for the financial period from 1 January to 31 December 2024 was EUR 135 thousand. The remuneration paid to the auditing firm, KPMG Oy Ab, for non-audit services during the financial period amounted to EUR 35 thousand. Non-audit services mainly consist of tax advice services and consulting related to ESG matters.. In addition to the above-mentioned, EUR 25 thousand was paid to the auditing firm due to other auditor's statements based on laws and regulations. (Notes to the financial statements 2.6.1)

SITOWISE GROUP PLC

Linnoitustie 6 D, FI-02600 Espoo, Finland Phone +358 20 747 6000 www.sitowise.com