Regulatory press release

Decisions of the Annual General Meeting of Sitowise Group Plc

Sitowise Group Plc Decisions of Annual General Meeting 26 March 2026 at 12.00 pm EET

The Annual General Meeting (AGM) of Sitowise Group Plc (the "Company") was held on 26 March 2026 in Espoo, Finland. The AGM approved the financial statements and consolidated financial statements for the financial year 2025, discharged the members of the Board of Directors and the CEO of the Company from liability, and resolved to approve the remuneration report for governing bodies. In addition, the AGM adopted the following resolutions:

Use of the result shown on the balance sheet and distribution of dividend

In accordance with the proposal of the Board of Directors, the AGM resolved that no dividend be distributed.

Remuneration of the Board of Directors

In accordance with the proposal of the Shareholders' Nomination Board, the AGM resolved that the following remuneration shall be paid to the members of the Board of Directors:

EUR 5,250 per month for the chair of the Board of Directors
EUR 2,500 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.

In addition, the travel and accommodation expenses of the board members are compensated in accordance with the Company's travel policy. The AGM further resolved that no remuneration shall be paid for the Nomination Board members, but their travel expenses are compensated against receipt in accordance with the Company's travel policy.

Composition of the Board of Directors

In accordance with the proposal of the Shareholders' Nomination Board, the AGM resolved that the Board of Directors be composed of six (6) members. Eero Heliövaara, Mirel Leino-Haltia, Elina Piispanen, Tomi Terho and Rodolfo Zeidler were re-elected to the Board of Directors and Tahwid Ali was elected as a new member to the Board of Directors. The term of office of the Board of Directors expires at the end of the next Annual General Meeting.

Election of auditor and the remuneration of the auditor

In accordance with the proposal of the Board of Directors, the AGM resolved that KPMG Oy Ab, authorized public accountants, be re-elected as the auditor of the Company for the term of office ending at the end of the next Annual General Meeting. It was recorded that KPMG Oy Ab has informed that Kim Järvi, APA, would be acting as principal auditor. The remuneration for the auditor is paid according to the auditor's reasonable invoice.

Election of sustainability reporting assurer and the remuneration of the sustainability reporting assurer

In accordance with the proposal of the Board of Directors, the AGM resolved that KPMG Oy Ab, the sustainability audit firm, be elected as the sustainability reporting assurer of the Company for a term of office lasting until the end of the next Annual General Meeting. It was recorded that KPMG Oy Ab has informed that Kim Järvi, authorized sustainability assurer, would act as the sustainability reporting assurer with principal responsibility. In accordance with the proposal of the Board of Directors, the election of the sustainability reporting assurer is conditional, and the assurer shall perform their duties only if the Company is required or voluntarily decides to prepare a sustainability report as required by the sustainability reporting legislation in force for the financial year 2026. The remuneration of the sustainability reporting assurer is paid against a reasonable invoice.

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

The AGM authorized the Board of Directors 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 2027.

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 AGM authorized the Board of Directors 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 2027.

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.

The minutes of the General Meeting

The minutes of the General Meeting will be available on the Company's website at https://www.sitowise.com/investors/governance/general-meeting-shareholders/annual-general-meeting-2026 by no later than 9 April 2026.

Espoo, 26 March 2026

Sitowise Group Plc
Board of Directors

Further information:
Sanna Sormaala, CFO, Sitowise Group Plc, tel. +358 50 452 5498

Distribution:

Nasdaq Helsinki Ltd
Major media
www.sitowise.com

About Sitowise:

Sitowise is a Nordic expert in technical consulting and digital solutions. Our mission is to engineer the foundation of Nordic resilience. We design infrastructure, buildings and cities that stand the test of time and change. We enhance society's operational reliability by developing critical infrastructure and ensure the sustainable use of the environment and natural resources. We operate in three business areas - real estate and buildings, infrastructure, and digital solutions - in Finland and Sweden. The Group's net sales in 2025 were EUR 189 million, and the company employs approximately 1,900 experts. Sitowise Group Plc is listed on the Nasdaq Helsinki stock exchange under the trading symbol SITOWS.