Sitowise Group Oyj — Capital/Financing Update 2021

Mar 24, 2021

The initial public offering of Sitowise has been oversubscribed and the listing will be completed as planned

The initial public offering of Sitowise has been oversubscribed and the listing will be completed as planned

Sitowise Group Plc          Stock Exchange Release    24 March 2021 at 2:15 p.m.
EET.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO
THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE
OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.

The initial public offering of Sitowise has been oversubscribed and the listing
will be completed as planned

The Board of Directors of Sitowise Group Plc (“Sitowise”) has today on 24 March
2021 decided together with Intera Fund III Ky (“Intera”) on the completion of
the Offering (as defined below). The subscription price for the Offer Shares (as
defined below) was EUR 8.20 per share in the Institutional Offering and the
Public Offering (as defined below), and EUR 7.38 per share in the Personnel
Offering (as defined below), which corresponds in total to a market
capitalisation of Sitowise of approximately EUR 288 million immediately
following the Offering. Demand in the Offering was strong from both Finnish and
international investors and the Offering was multiple times oversubscribed.
Trading of the shares in Sitowise (the “Shares”) is expected to commence on the
prelist of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about 25 March 2021.

Pekka Eloholma, CEO of Sitowise, comments:

”The interest and excitement around Sitowise’s IPO has been impressive, and we
are truly thankful for it. We believe that designing sustainable and smart
living environments is a business of the future, if any. Based on the feedback
we have received, investors seem to share this view. We are especially
overwhelmed by the active participation of our employees in the personnel
offering. More than 800 Sitowise employees subscribed shares in the personnel
offering, which means that more than half of all Sitowise employees are also
company shareholders after the listing. The support of our top professionals is
a strong basis for taking Sitowise to the next level.”

Eero Heliövaara, Chairman of the Board of Directors of Sitowise, comments:

“We are very pleased that the successful IPO will allow us to take important
steps in Sitowise’s growth story. The listing has aroused great interest. The
company will have a strong owner base, consisting of a wide group of
international and domestic institutions and hundreds of our employees, among
others. As a listed company, Sitowise will be even better equipped to seek
further growth in Finland and elsewhere in the Nordics, both organically and
through M&A. I would like to extend my gratitude to all our shareholders for the
trust you have shown towards Sitowise.”

Information on the offering

As part of the Offering, Sitowise will issue 9,213,547 new shares in Sitowise
(the “New Shares”) (the “Share Issue”), corresponding to approximately 26.2
percent of the total number of outstanding Shares after the Offering. In
addition, Intera and certain other existing shareholders in Sitowise (together
with Intera, the “Sellers”) will sell 7,881,994 existing Shares in Sitowise (the
“Sale Shares”) (the “Share Sale”, and together with the Share Issue, the
“Offering”). Unless the context indicates otherwise, the New Shares, the Sale
Shares and the Additional Shares (as defined below) are together referred to
herein as the “Offer Shares”.

17,982,238 Offer Shares will be allocated to institutional investors in Finland
and, in compliance with applicable legislation, internationally outside of the
United States (the “Institutional Offering”), assuming that the Over-allotment
Option (as defined below) will be exercised in full, and 1,000,000 Offer Shares
will be allocated to private individuals and entities in Finland (the “Public
Offering”). In addition, 672,053 New Shares will be allocated to the employees
of Sitowise or its subsidiaries, as well as to members of the Board of Directors
and management team of Sitowise (the “Personnel Offering”). Due to
oversubscription, the Board of Directors of Sitowise has decided to increase the
number of the New Shares to be offered in the Personnel Offering from the
preliminary maximum of 300,000 New Shares to the above-mentioned 672,053 New
Shares. The commitments given in the Public Offering will be accepted in full
for up to 100 Offer Shares and approximately 7.1 percent of the subscription
commitments exceeding this amount. The commitments given in the Personnel
Offering will be accepted in full.

Sitowise will receive gross proceeds of approximately EUR 75 million from the
Offering and the Sellers will receive gross proceeds of approximately EUR 86
million assuming that the Over-allotment Option will be exercised in full. The
total number of Shares in Sitowise will increase to 35,165,927 after the New
Shares offered in the Share Issue are registered in the Trade Register upheld by
the Patent and Registration Office (the “Finnish Trade Register”) on or about 24
March 2021 and after the New Shares offered in the Personnel Offering are
registered in the Finnish Trade Register on or about 14 April 2021 and after the
class P1 and P2 shares have been cancelled in the Finnish Trade Register on or
about 26 March 2021. The number of shareholders after the Offering will increase
to more than 9,000 shareholders.

The Offer Shares subscribed for in the Public Offering will be recorded in the
book-entry accounts of investors, who have made approved commitments, on or
about 25 March 2021. The Offer Shares subscribed for in the Public Offering will
be recorded in investors' book-entry accounts on or about 15 April 2021. The
shares subscribed for in the Institutional Offering will be ready to be
delivered against payment through Euroclear Finland Ltd on or about 29 March
2021.

Confirmations regarding the approval of the commitments and the allocation of
Offer Shares will be sent to the investors who have submitted their commitments
in the Public Offering and been allocated Offer Shares at the latest on or about
8 April 2021. Investors who have submitted their commitments as Nordnet’s
customers through Nordnet’s online service, will see their commitments as well
as allocation of Offer Shares on the transaction page of Nordnet’s online
service. Any excess payments made in connection with the commitments will be
refunded to the party that made the commitment to the Finnish bank account
identified in the commitment on or about the fifth banking day after the
completion decision, on or about 31 March 2021. If an investor’s bank account is
in a different bank than the place of subscription, the refund will be paid to a
bank account in accordance with the payment schedule of the financial
institutions, approximately no later than two banking days thereafter. For
Nordnet customers who gave their commitments via Nordnet’s subscription place,
the amount to be refunded will be paid to Nordnet cash accounts.

Trading in the Shares on the Helsinki Stock Exchange is expected to commence on
the prelist of Nasdaq Helsinki on or about 25 March 2021 and the official list
of Nasdaq Helsinki on or about 29 March 2021.The trading code for the Shares is
SITOWS and ISIN code of the Shares is FI4000480215. Trading of the New Shares
allocated and paid for in the Personnel Offering is expected to commence on the
official list of Nasdaq Helsinki on or about 15 April 2021.

Intera has granted to the Joint Global Coordinators (as defined below) an over
-allotment option, exercisable by Danske Bank A/S, Finland Branch (“Danske”) on
behalf of the Joint Global Coordinators, to purchase a maximum of
2,558,750 additional Shares at the Subscription Price (the “Additional Shares”)
solely to cover over-allotments in connection with the Offering (the “Over
-allotment Option”). The Over-allotment Option is exercisable within 30 days
from the commencement of trading in the Shares on the prelist of the Nasdaq
Helsinki (i.e., on or about the period between 25 March 2021 and 24 April 2021)
(the “Stabilisation Period”). The Additional Shares represent approximately
9.9 percent of the Shares and votes vested by the Shares prior to the Offering
and approximately 7.3 percent after the Offering.

Danske, acting as stabilising manager, may, but is not obligated to, engage in
measures during the Stabilisation Period that stabilise, maintain or otherwise
affect the price of the Shares. Any stabilisation measures will be conducted in
accordance with Regulation (EU) No 596/2014 of the European Parliament and of
the Council on market abuse and repealing Directive 2003/6/EC of the European
Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC
and 2004/72/EC (the “Market Abuse Regulation”) and Commission Delegated
Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard
to regulatory technical standards for the conditions applicable to buy‑back
programs and stabilisation measures.

In connection with the Offering, Sitowise and Intera have entered into lock-up
agreements of 180 days. The other Sellers and certain other shareholders have
agreed to a lock-up agreement with similar terms to that of Sitowise and Intera
that will end on the date that falls either 180 or 360 days from the listing.
The Joint Global Coordinators have agreed to waive Sitowise’s lock-up in
connection with M&A transactions entered into prior to the end of the lockup
period, provided that the aggregate number of new Shares issued by Sitowise
shall not exceed 5 percent of the Shares (calculated based on the number of
Shares outstanding following the Offering), and that the remaining lock-up
period will apply to such new Shares. The members of the Board of Directors and
the management team of Sitowise have entered into lock-up agreements of 360 days
in connection with the Offering.

Carnegie Investment Bank AB, Finland Branch and Danske Bank A/S, Finland Branch
are acting as joint global coordinators and joint bookrunners for the Offering
(jointly referred to as the “Joint Global Coordinators”). In addition, Nordnet
Bank AB (“Nordnet”) acted as the subscription place in the Public Offering.
Roschier, Attorneys Ltd. is acting as legal adviser to Sitowise. White & Case
LLP is acting as legal adviser to the Joint Global Coordinators. Miltton is
acting as communications adviser to Sitowise.

Further enquiries

Minttu Vilander, Chief Communications and Corporate Responsibility Officer,
Sitowise Group Plc, tel. +358 40 575 6660

Information about Sitowise

Sitowise is a Nordic expert in the built environment that offers sustainable
design and consulting services. Sitowise operates in various size projects to
enable more responsible and smarter urban development as well as smooth
transportation. Sitowise offers its services in the following areas: Buildings,
Infrastructure and Digital Solutions. Sitowise’s operations are primarily in
Finland and Sweden, and it also has competence centers in Estonia and Latvia
mainly serving Sitowise’s projects in Finland and Sweden. The Company’s net
sales was approximately EUR 160 million in 2020 and the company employs over
1,900 experts.

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. The information in this announcement is
subject to change. This announcement is not an offer to sell or a solicitation
of any offer to buy any securities issued by Sitowise Group Plc (the “Company”)
in any jurisdiction where such offer or sale would be unlawful. The distribution
of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to
herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. In any EEA Member State, other than
Finland, this announcement is only addressed to and is only directed at
qualified  investors in that Member State within the meaning of Regulation (EU)
2017/1129 (“Prospectus Regulation”). Any potential offering of the securities
referred to in this announcement will be made by means of a prospectus. This
announcement is not a prospectus as set out in the Prospectus Regulation.
Investors should not subscribe for or purchase any securities referred to in
this announcement except on the basis of information contained in the
aforementioned prospectus.

This announcement and the information contained herein are not for distribution
in or into the United States. This announcement does not constitute an offer to
sell, or a solicitation of an offer to purchase, any securities in the United
States. Any securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. There is no intention
to register any securities referred to herein in the United States or to make a
public offering of the securities in the United States.

In the United Kingdom, this announcement and any other materials in relation to
the securities described herein is only being distributed to, and is only
directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
“qualified investors” (as defined in section 86(7) of the Financial Services and
Markets Act 2000) and who are (i) persons having professional experience in
matters relating to investments who fall within the definition of “investment
professionals” in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). Persons who are not relevant persons
should not take any action on the basis of this announcement and should not act
or rely on it. This announcement is for information purposes only and under no
circumstances shall constitute an offer or invitation, or form the basis for a
decision, to invest in any securities of the Company. Each of Carnegie
Investment Bank AB, Finland Branch, and Danske Bank A/S, Finland Branch (the
“Joint Global Coordinators”) is acting exclusively for the Company and the
selling shareholders and no-one else in connection with the Offering. They will
not regard any other person as their respective clients in relation to the
Offering and will not be responsible to anyone other than the Company and the
selling shareholders for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein. The contents of this announcement have been prepared by, and are the
sole responsibility of, the Company. None of the Joint Global Coordinators or
any of their respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.

Forward-looking statements

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or
“might”, or, in each case, their negative, or similar expressions. The forward
-looking statements in this announcement are based upon various assumptions,
many of which are based, in turn, upon further assumptions. Although the Company
believes that the expectations reflected in these forward-looking statements are
reasonable, it can give no assurances that they will materialize or prove to be
correct. Because these statements are based on assumptions or estimates and are
subject to risks and uncertainties, the actual results or outcome could differ
materially from those set out in the forward-looking statements as a result of
many factors. Such risks, uncertainties, contingencies and other important
factors could cause actual events to differ materially from the expectations
expressed or implied in this announcement by such forward-looking statements.
The Company does not guarantee that the assumptions underlying the forward
-looking statements in this announcement are free from errors nor does it accept
any responsibility for the future accuracy of the opinions expressed in this
announcement or any obligation to update or revise the statements in this
announcement to reflect subsequent events. Undue reliance should not be placed
on the forward-looking statements in this announcement. The information,
opinions and forward-looking statements contained in this announcement speak
only as at its date and are subject to change without notice. The Company does
not undertake any obligation to review, update, confirm or to release publicly
any revisions to any forward-looking statements to reflect events that occur or
circumstances that arise in relation to the content of this announcement.

Information to Distributors

For the purposes of the product governance requirements contained within: (a) EU
Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID
II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial Supervisory
Authority’s regulations regarding investment services and activities, FFFS
2017:2, (together the “MiFID II Product Governance Requirements”), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the shares
have been subject to a product approval process, where the target market for
shares in the Company are: (i) retail investors and (ii) investors who meet the
criteria of professional clients and eligible counterparties, each as defined in
MiFID II (the “target market”). Notwithstanding the assessment of the target
market, distributors should note that: the price of the shares may decline and
investors could lose all or part of their investment; the shares offer no
guaranteed income and no capital protection; and an investment in the shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses that
may result therefrom. The target market assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Offering. For the avoidance of doubt, the target market
assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the shares in the Company. Each distributor is
responsible for undertaking its own target market assessment in respect of the
shares in the Company and determining appropriate distribution channels.