Sitowise Group Oyj — Proxy Solicitation & Information Statement 2025

Jan 27, 2025

Proposals of the Shareholders' Nomination Board of Sitowise for the Annual General Meeting 2025

Proposals of the Shareholders' Nomination Board of Sitowise for the Annual General Meeting 2025

Sitowise Group Plc        Stock Exchange Release               27 January 2025
at 2.00 pm EET

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.

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 (https://www.sitowise.com/investors/governance/board-directors).

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.

Additional information

Jan Hummel, Chair of the Shareholders' Nomination Board, tel. +49 89 6202178-0

Mari Reponen, Head of IR, +358 40 702 5869, ir@sitowise.com

Distribution:

Nasdaq Helsinki Ltd

Major media

www.sitowise.com

About Sitowise

Sitowise is a Nordic expert in the built environment and forestry with strong
focus on digitality. We provide design and consulting knowhow to enable more
sustainable 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  211 million in 2023 and the company
employs more than 2,100 experts. Sitowise Group Plc is listed on Nasdaq Helsinki
under the trading symbol SITOWS.