Sitowise Group Oyj — Capital/Financing Update 2021

Mar 24, 2021

The institutional offering of Sitowise has been oversubscribed and the subscription period ended; trading on the prelist of Nasdaq Helsinki is expected to commence on 25 March 2021

The institutional offering of Sitowise has been oversubscribed and the subscription period ended; trading on the prelist of Nasdaq Helsinki is expected to commence on 25 March 2021

Sitowise Group Plc        Stock Exchange Release        24 March 2021 at 11:00
a.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 institutional offering of Sitowise has been oversubscribed and the
subscription period ended; trading on the prelist of Nasdaq Helsinki is expected
to commence on 25 March 2021

The initial public offering of Sitowise Group Plc (the “Company”) to
institutional investors in Finland and internationally (the “Institutional
Offering”) has been oversubscribed, and the Company’s Board of Directors and the
main seller Intera Fund III Ky have therefore decided to end the subscription
period for the Institutional Offering in accordance with the terms and
conditions of the initial public offering today, on 24 March 2021, at 11:00 a.m.
EET.

Due to the ending of the public and personnel offering subscription periods on
22 March 2021 and the ending of the institutional offering subscription period
as of today, the final number of shares offered in the initial public offering
and the final subscription price is expected to be announced on 24 March 2021.
Trading in the Company’s shares on the prelist of Nasdaq Helsinki is expected to
commence on 25 March 2021 and on the official list on 29 March 2021.

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 IPO. They will not
regard any other person as their respective clients in relation to the IPO 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 IPO, 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 IPO. 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.