Sitowise Group Oyj — Proxy Solicitation & Information Statement 2026

Feb 25, 2026

Proposals of the Shareholders' Nomination Board of Sitowise for the Annual General Meeting 2026

Proposals of the Shareholders' Nomination Board of Sitowise for the Annual General Meeting 2026

Sitowise Group Plc        Stock Exchange Release/Other information disclosed
according to the rules of the Exchange                25 February 2026 at 3.30
p.m. 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 26 March 2026.

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 2027 the following
remuneration:

· EUR 5,250 (earlier EUR 4,750) per month for the chair of the Board of
Directors
· EUR 2,500 (earlier EUR 2,250) per month for other board members
· the meeting fee of EUR 1,000 (no change) per meeting for the chair of the
Board of Directors and chairs of the board committees
· the meeting fee of EUR 400 (no change) per meeting for other members of the
Board of Directors and the other board committee members.

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 2027, the current members of
the company's Board of Directors Eero Heliövaara, Mirel Leino-Haltia, Elina
Piispanen, Tomi Terho and Rodolfo Zeidler be re-elected and Tawhid Ali be
elected as a new member to the Board of Directors. Niklas Sörensen, current
member of the Board of Directors, has announced that he is 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 Tawhid Ali (born 1971, British & Bangladeshi citizen) has been a Partner at
Paradigm Capital AG since 2025. Prior to that, Mr Ali worked at
AllianceBernstein, a leading global investment firm, where he served as the CIO
of European value equities, a portfolio manager for global value, and the head
of global value research. Mr Ali also worked as a management consultant at
McKinsey & Company. Mr Ali currently serves as a member of the Boards of
Internationella Engelska Skolan AB and Jetpak Group AB. Mr Ali holds an MBA from
Chicago University and AB (Engineering Sciences) from Harvard University.

All Board member candidates are independent of the company and its major
shareholders except for Tomi Terho, Rodolfo Zeidler and Tawhid Ali, 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 Shareholders' Nomination Board that has prepared proposals for the Annual
General Meeting 2026 consists of Chair Jan Hummel, Paradigm Capital AG, member
Juhana Kallio, Intera Partners Oy, and Eero Heliövaara, Chair of Sitowise Board
of Directors as an expert member. Stian Runde, appointed by Protector Forsikring
ASA, had resigned from the Shareholders' Nomination Board in January 2026 as the
said shareholder was no longer among the company's ten largest shareholders, as
is stated in the charter of the Shareholders' Nomination Board. Due to the close
proximity of his resignation to the deadline for submitting the Shareholders'
Nomination Board's proposal, Sitowise was not in practice able to appoint and
engage a new replacing member in the work of the Shareholders' Nomination Board
to prepare proposal for the Annual General Meeting 2026.

The proposals of the Nomination Board will be included in the notice to the
Annual General Meeting 2026.

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 a strong
focus on digitality. We provide design and consulting know-how 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 189 million in 2025 and the
company employs approximately 1,900 experts. Sitowise Group Plc is listed on
Nasdaq Helsinki under the trading symbol SITOWS.