Sitowise Group Oyj — Share Issue/Capital Change 2021

Jul 9, 2021

SITOWISE

Sitowise Group Plc issues 123,380 own shares in a directed issue

Sitowise Group Plc
at 9.55 a.m.
Stock Exchange Release
9 July 2021

Sitowise Group Plc issues 123,380 own shares in a directed issue

On 8 July 2021, the Board of Directors of Sitowise Group Plc ("Sitowise") has decided, by virtue of the authorisation granted by the unanimous resolution of the shareholders on 3 March 2021, to issue in a directed issue 123,380 own Sitowise shares (the "Shares"), that the Board of Directors of Sitowise issued to the company itself on 29 June 2021. The number of Shares to be subscribed for in the share issue (the "Share Issue") corresponds to 0.35 per cent of shares in Sitowise.

The Share Issue relates to an acquisition of the share capital of Infracontrol AB, a company acting as an independent system integrator, specializing in IT solutions for society's infrastructure (the "Acquisition"). The Share Issue will be directed to JWH Management AB, one of the sellers of Infracontrol AB (the "Seller") as a part of the Acquisition through which the Seller will use a portion of the purchase price to subscribe for Shares in the Share Issue.

The subscription price per Share is EUR 8.6476. The subscription price is based on the average volume weighted trading price of the Sitowise's share on Nasdaq Helsinki Ltd stock exchange during the period of 3 June 2021 to 2 July 2021. The subscription of Shares shall be made and paid by 9 July 2021.

The subscribed Shares shall be subject to a transfer restriction for a period of 360 days from the completion of the Acquisition.

The Board of Directors of Sitowise considers that the Acquisition supports the Sitowise Group's growth and implementation of its strategy, in addition to which the purpose of the Share Issue is to engage the owner of the Seller to Sitowise after the Acquisition. Therefore, there is a weighty financial reason for the directed Share Issue.

As previously announced, the shares issued on 29 June 2021 by the Board of Directors of Sitowise to the company itself have been registered with the Trade Register today 9 July 2021. As a result of the registration of the new shares, the total number of shares in the company is 35,415,927 shares. The new shares will be admitted for trading on the official list of Nasdaq Helsinki Ltd on or about 12 July 2021, after which a total of 157,392 shares will be conveyed to the Seller of this Share Issue and to the party designated in the directed share issue announced on 30 June 2021.

After the shares issued in the Share Issue and the directed share issue announced on 30 June 2021 have been conveyed, Sitowise holds a total of 92,608 own shares, corresponding to approximately 0.26 per cent of all shares in Sitowise.

Sitowise Group Plc
Board of Directors

Additional information:

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

Distribution:

Nasdaq Helsinki
Major media
www.sitowise.com

Information about Sitowise

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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 group's net sales was approximately EUR 160 million in 2020 and the company employs over 1,900 experts.