Sitowise Group Oyj — Proxy Solicitation & Information Statement 2025

Mar 12, 2025

Notice to the Annual General Meeting of Sitowise Group Plc

Notice to the Annual General Meeting of Sitowise Group Plc

Sitowise Group Plc     Notice to general meeting   12 March 2025  at 10.00 am
EET

Notice is given to the shareholders of Sitowise Group Plc (the “Company”) to the
Annual General Meeting to be held on Wednesday 2 April 2025 at 10:00 a.m. (EEST)
at Säterinportti auditorium at Linnoitustie 6 B, 02600 Espoo, Finland. The
reception of persons who have registered for the meeting and the distribution of
voting tickets will commence at 9:30 a.m. (EEST).

Shareholders can also exercise their right to vote by voting in advance. The
instructions for advance voting are presented in part C of this notice to the
Annual General Meeting and on the Company's website.

Prior to the meeting, shareholders may also submit written questions referred to
in Chapter 5, Section 25 of the Limited Liability Companies Act about the
matters to be discussed at the meeting. Instructions for submitting written
questions are presented in part C of this notice to the Annual General Meeting
and on the Company's website.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinize the minutes and to supervise the counting
   of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of
   Directors including the sustainability statement and the auditor's report for
   the financial year 2024

Review by the CEO.

The Company's financial statements, the report of the Board of Directors
including the Sustainability Statement and the auditor's report were published
on 12 March 2025 on the Company's website at
https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025.

1. Adoption of the financial statements 2024

The Board of Directors proposes that the General Meeting adopts the financial
statements of the financial year from 1 January 2024 until 31 December 2024
comprising the financial statements of the parent company Sitowise Group Plc and
the consolidated financial statements.

1. Resolution on the use of profit shown on the balance sheet and the
   distribution of dividend

The Board of Directors proposes that no dividend be distributed based on the
balance sheet to be adopted for the financial year from 1 January 2024 until 31
December 2024, and that Sitowise Group Plc's loss of the financial year will be
transferred to the Retained earnings account.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability
2. Presentation of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report of the Company's
governing bodies for 2024 be approved. The Company's remuneration report was
published on 12 March 2025 on the Company's website at
https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025.

The Annual General Meeting's resolution on the approval of the remuneration
report is advisory.

1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board has proposed to the Annual General Meeting
that the Board of Directors and its audit, personnel and acquisitions committees
will be paid for a term which ends at the closing of the next Annual General
Meeting, the following remuneration:

· the fee for the chairman of the Board of Directors would be EUR 4,750 per
month;
· the fee for other board members would be EUR 2,250 per month;
· the meeting fee for the chairman of the Board of Directors and chairs of the
board committees would be EUR 1,000 per meeting; and
· the meeting fee for other members of the Board of Directors and the other
board committee members would be EUR 400 per meeting.

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

The Nomination Board further 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 shall
be 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.

1. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board has proposed to the Annual General Meeting
that the number of the members of the Board of Directors shall be six (6).

1. Election of the members of the Board of Directors

The Shareholders' Nomination Board has proposed to the Annual General Meeting
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 compilation 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.

More information on the candidates and their independence are presented, in
respect to current members of the Board of Directors on the Company's website at
www.sitowise.com/investors/governance/board-directors and in respect to new
candidate at https://www.sitowise.com/investors/stock-exchange
-releases/proposals-shareholders-nomination-board-sitowise-annual-general
-meeting-2025.

Term of the Board members would end at the closing of the next Annual General
Meeting.

1. Resolution on the remuneration of the auditor

The Board of Directors proposes on recommendation of the Audit Committee of the
Board of Directors that the remuneration of the auditor be paid against a
reasonable invoice.

1. Election of auditor

The Board of Directors proposes on recommendation of the Audit Committee of the
Board of Directors that KPMG Oy Ab, Authorized Public Accountants, be re-elected
as the auditor of the Company for a term of office lasting until the end of the
next Annual General Meeting.

KPMG Oy Ab has informed that Kim Järvi, authorized public accountant, would act
as the auditor with principal responsibility, if KPMG Oy Ab is elected as the
Company's auditor.

1. Resolution on the remuneration of the sustainability reporting assurer

The Board of Directors proposes on recommendation of the Audit Committee of the
Board of Directors that the remuneration of the sustainability reporting assurer
be paid against a reasonable invoice.

1. Election of sustainability reporting assurer

The Board of Directors proposes on recommendation of the Audit Committee of the
Board of Directors that the sustainability audit firm KPMG Oy Ab be elected as
the Company's sustainability reporting assurer of the Company for a term of
office lasting until the end of the next Annual General Meeting.

KPMG Oy Ab has informed that Kim Järvi, authorized sustainability auditor, would
act as the sustainability reporting assurer with principal responsibility, if
KPMG Oy Ab is elected as the Company's sustainability reporting assurer.

1. Authorising the Board of Directors to decide on the repurchase of Company's
   own shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the repurchase of the Company's own shares
as follows:

The number of own shares to be repurchased based on this authorization shall not
exceed 3,500,000 shares in total, which corresponds to approximately 9.8 per
cent of all the shares in the Company. However, the Company together with its
subsidiaries cannot at any moment own more than 10 per cent of all the shares in
the Company.

Own shares can be repurchased only using the unrestricted equity of the Company
at a price formed in public trading on the date of the repurchase or otherwise
at a price formed on the market.

The Board of Directors decides on all other matters related to the repurchase of
own shares, and among other things derivates can be used in the repurchase. Own
shares can be repurchased otherwise than in proportion to the shareholdings of
the shareholders (directed repurchase).

The authorization is effective until the beginning of the next Annual General
Meeting, however, no longer than until 30 June 2026.

1. Authorising the Board of Directors to decide on the issuance of shares and
   the issuance of options and other special rights entitling to shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares as well as the
issuance of special rights entitling to shares referred to in chapter 10 section
1 of the Companies Act as follows:

The number of shares to be issued based on this authorization shall not exceed
3,500,000 shares, which corresponds to approximately 9.8 per cent of all the
shares in the Company. The authorization covers both the issuance of new shares
as well as the transfer of treasury shares held by the Company.

The Board of Directors decides on all other conditions of the issuance of shares
and of special rights entitling to shares. The issuance of shares and of special
rights entitling to shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issue).

This authorization cancels all previous authorizations given by the General
Meeting to decide on the issuance of shares and special rights entitling to
shares. The authorization is effective until the beginning of the next Annual
General Meeting, however, no longer than until 30 June 2026.

The authorization may be used, among other things, to finance and carry out
acquisitions or other corporate transactions, to engagement, in incentive
systems, in order to develop the Company's capital structure, to broaden the
Company's ownership base, and for other purposes as determined by the Company's
Board of Directors.

1. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals for the resolutions on the matters on the agenda of the General
Meeting and this notice are available on the Company's website at
https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025. Sitowise Group Plc's financial
statements and consolidated financial statements, the report of the Board of
Directors including the Sustainability Statement and the auditor's report, as
well as the remuneration report are available on the above-mentioned Company's
website on 12 March 2025. The proposals for resolutions and the other above
-mentioned documents are also available at the meeting.

The minutes of the General Meeting will be available on the Company's website by
no later than 16 April 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on the record date of the General Meeting on
21 March 2025 in the shareholders' register of the Company held by Euroclear
Finland Oy, has the right to participate in the General Meeting. A shareholder,
whose shares are registered on their personal Finnish book-entry account, is
registered in the shareholders' register of the Company.

The registration period for the General Meeting commences on 13 March 2025 at 1
p.m. (EET). A shareholder, who is registered in the shareholders' register of
the Company and who wants to participate in the General Meeting, shall register
for the meeting no later than 24 March 2025 at 10:00 a.m. (EET) by giving a
prior notice of participation, which shall be received by the Company no later
than on the above-mentioned date. Shareholder can register for the General
Meeting in the following manners:

a. on the Company's website at
https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025. Online registration requires that the
shareholders or their statutory representatives or proxy representatives use
strong electronic authentication either by Finnish, Swedish or Danish bank ID or
mobile certificate;
b. by e-mail to Innovatics Oy by sending the registration form available on the
Company's website at https://www.sitowise.com/investors/governance/general
-meeting-shareholders/annual-general-meeting-2025 or corresponding information
to agm@innovatics.fi;
c. by telephone on +358 (0)10 2818 909 (weekdays from 09:00 to 12:00 and from
13:00 to 16:00) for shareholders who do not wish to exercise their voting rights
in advance;
d. by mail Innovatics Oy by sending the registration form and possible advance
voting form is available on the Company's website at
https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025 or corresponding information to
Innovatics Oy, General Meeting / Sitowise Group Plc, Ratamestarinkatu 13 A, FI
-00520 Helsinki.

In connection with the registration, a shareholder shall notify their name, date
of birth or Business ID and contact details (address, phone number and/or e
-mail) as well as the name of a possible assistant or proxy representative and
the date of birth and phone number and/or e-mail of a proxy representative. The
personal data given to Sitowise Group Plc is used only in connection with the
General Meeting and with the processing of related registrations.

Shareholder, their authorized representative or proxy representative shall,
where necessary, be able to prove their identity and/or right of representation
at the place of the meeting.

Further information on these matters may also be inquired, during the
registration period of the Company's Annual General Meeting, of Innovatics Oy by
phone +358 (0)10 2818 909 on weekdays at 9:00 a.m. - 12:00 p.m. (noon) and at
1:00 - 4:00 p.m.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which they on the record date
of the General Meeting, i.e., on 21 March 2025, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Oy. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered into the shareholders' register held by Euroclear Finland Oy at the
latest by 28 March 2025 by 10:00 a.m. (EET). As regards nominee registered
shares this constitutes due registration for the General Meeting. Changes in
shareholding after the record date do not affect the right to participate in the
meeting or the number of voting rights held in the meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholder's
register of the Company, the issuing of proxy documents and giving of voting
directions, registration for and attending the General Meeting and the voting in
advance from their custodian bank. The account management organization of the
custodian bank has to temporarily register a holder of nominee registered
shares, who wants to participate in the General Meeting, into the shareholders'
register of the Company at the latest by the time stated above and, if
necessary, take care of advance voting on behalf of the nominee registered
shareholder before the expiry of the registration period for nominee registered
shareholders.

Further information on these matters can also be found on the Company's website
https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
at the meeting by way of proxy representation. The proxy representative may also
vote in advance at will as described in this notice. A proxy representative
shall personally identify themselves in the electronic registration service and
the advance voting service by using strong electronic authentication, after
which they may register and vote in advance on behalf of the shareholder
represented.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder at the
General Meeting. The proxy representative may demonstrate their right to
representation by using the suomi.fi e-authorizations service usable in the
registration service.

Model proxy documents and voting instructions are available on the company's
website https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025. When a shareholder participates in
the General Meeting by means of several proxy representatives representing the
shareholder with shares at different securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the General Meeting.

Possible proxy documents should be delivered primarily as an appendix alongside
with the online registration, or alternatively to Innovatics Oy to
agm@innovatics.fi before the last date for registration. Proxy documents can
also be sent by mail to Innovatics Oy, General Meeting/ Sitowise Group Plc,
Ratamestarinkatu 13 A, FI-00520 Helsinki. In addition to the delivery of the
proxy documents the shareholder or the proxy representative shall register for
the General Meeting as described in this notice.

1. Advance voting

A shareholder, who has a Finnish book-entry account, may vote in advance on
certain items of the agenda of the general meeting during the period 13 March
2025 at 1:00 p.m. (EET) - 24 March 2025 at 10:00 a.m. (EET) in the following
manners:

a. on the Company's website at
https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025. Voting in advance requires that the
shareholders or their statutory representatives or proxy representatives use
strong electronic authentication either by Finnish, Swedish or Danish bank ID or
mobile certificate;
b. by e-mail to Innovatics Oy by sending the advance voting form available on
the Company's website at https://www.sitowise.com/investors/governance/general
-meeting-shareholders/annual-general-meeting-2025 or corresponding information
to agm@innovatics.fi;
c. by mail Innovatics Oy by sending the advance voting form is available on the
Company's website at https://www.sitowise.com/investors/governance/general
-meeting-shareholders/annual-general-meeting-2025 or corresponding information
to Innovatics Oy, General Meeting / Sitowise Group Plc, Ratamestarinkatu 13 A,
FI-00520 Helsinki.

The advance votes must be received by the Company by the end of the advance
voting period. If a shareholder participates in the General Meeting by
delivering votes in advance to Innovatics Oy, the delivery of the votes shall
constitute due registration for the General Meeting, provided that the above
-mentioned necessary information for registration is provided.

Unless a shareholder voting in advance will be present in the meeting in person
or by way of proxy representation, they may not be able to use their right
according to the Companies Act to request information during the meeting or a
vote.

Advance voting of the holders of nominee registered shares shall be conducted by
the custodian bank. The custodian bank representing a holder of nominee
registered shares may vote in advance on behalf of the holder of nominee
registered shares, in accordance with the voting directions given by them to the
custodian bank, during the registration period of the nominee registered shares.

Proposal for resolution subject to the advance voting shall be deemed to have
been presented unchanged in the General Meeting. The conditions and instructions
relating to the electronic advance voting can be found on the Company's website
https://www.sitowise.com/investors/governance/general-meeting
-shareholders/annual-general-meeting-2025.

1. Other instructions/information

The language of the meeting will be Finnish.

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with respect
to the matters to be considered at the meeting.

A shareholder can ask questions referred to in chapter 5, section 25 of the
Companies Act about the matters to be discussed at the meeting until 24 March
2025 also by e-mail to agm@sitowise.com. The company's management will answer
the advance questions presented in writing at the General Meeting. When asking
the question, the shareholder must present a sufficient explanation of their
share ownership.

Changes in shareholding after the record date of the General Meeting do not
affect the right to participate in the meeting or the number of voting rights
held in the meeting.

Coffee will be served at the meeting venue before the start of the meeting.

On the date of this notice of the General Meeting, the total number of shares in
Sitowise Group Plc is 35 845 665 shares, which represent the same number of
votes in total. On the date of this notice, the Company does not hold any own
shares.

In Espoo, 12 March 2025

Sitowise Group Plc

THE BOARD OF DIRCTORS

Distribution:

Nasdaq Helsinki Ltd

Key media

www.sitowise.com

About Sitowise

Sitowise is a Nordic expert in the built environment and forestry with strong
focus on digital. We provide design and consulting knowhow to enable more
sustainable environment and smarter urban development as well as smooth
transportation. Sitowise offers services related to real estate and buildings,
infrastructure, and digital solutions both in Finland and in Sweden. Global
megatrends drive huge changes that require a re-evaluation of the smartness in
the built environment - therefore we have set our vision to be Redefining
Smartness in Cities. The Group's net sales were EUR  193 million in 2024, and
the company employs more than 2,000 experts. Sitowise Group Plc is listed on
Nasdaq Helsinki under the trading symbol SITOWS.