The Board of Directors of Sitowise has decided on new share plans

Sitowise Group Plc   Other information disclosed according to the rules of the Exchange   12 February 2025 at 9.30 a.m. EET

The Board of Directors of Sitowise Group Plc (“Sitowise”) has resolved to establish new performance and restricted share plans for the period covering the years 2025–2027.

Within the Performance Share Plan 2025–2027 (“PSP 2025–2027”), the participants have the opportunity to earn Sitowise shares and cash as a long-term incentive reward, if the performance targets set by the Board of Directors for the plan are achieved. The Board has also resolved on a restricted share plan (Restricted Share Plan 2025–2027) ("RSP 2025–2027"), which is intended as a supplementary share-based long-term incentive plan. The purpose of these plans is to incentivize the participants to work for increased shareholder value in the long-term, to commit them to achieving Sitowise's strategic goals and to increase retention.

PSP 2025–2027 commences at the beginning of 2025 and has a three-year performance period. The potential reward will be paid, according to the Board of Directors’ choice, either in Sitowise’s shares, in cash, or in a combination of these after the performance period. The potential share rewards are at the participants’ free disposal after delivery, with the exception of the CEO and other Group Management Team members. The potential rewards will be delivered to the participants in the spring 2028.

The performance criteria applied to the PSP 2025–2027 are growth and profitability (reported EBITA, EUR), profitability (adjusted EBITA,%) and sustainability services revenue. The respective weights of these targets are 40%, 40% and 20%. In addition, the plan includes a Total Shareholder Return level that need to be exceeded before any rewards can be paid.

If the targets set for the PSP 2025–2027 are fully achieved, the maximum number of shares to be delivered based on this plan is 1,002,000 shares, and the total maximum value of the shares that may be delivered is approximately EUR 2.7 million, estimated based on 3-month average volume weighted share price in February 2025. The total amount of rewards means their gross amount before the withholding of the applicable income tax.

The participants include the CEO and other members of the Sitowise Group Management Team as well as other management and experts. The number of employees eligible to participate in the PSP 2025–2027 is maximum 80 persons.

According to the Company’s share ownership rules, the CEO and other members of the Group Management Team are expected to retain shares received based on the plan, or to acquire Sitowise shares with a cash reward received under the plan, until their share ownership in Sitowise corresponds to at least their fixed gross annual salary.

Also the RSP 2025–2027 commences at the beginning of 2025. Its purpose is to act as a supplementary share-based long-term incentive plan for separately selected Sitowise’s key persons in special situations, for example in recruitments or acquisitions. Within the plan, the Company can grant fixed share rewards to individually selected key persons during the retention period.

The potential reward will be paid, according to the Board of Directors’ choice, either in Sitowise’s shares, in cash, or in a combination of these after the performance period and they are at the participants’ free disposal after delivery. The potential rewards will be delivered to the participants in the spring 2028.

The total amount of rewards payable under RSP 2025–2027 corresponds to a maximum of 40,000 of the Company's shares and the total maximum value of the shares that may be delivered is approximately EUR 0.1 million, estimated based on the 3-month volume-weighted average share price in February 2025. The total amount of rewards means their gross amount before the withholding of the applicable income tax.

Sitowise Group Plc

Board of Directors

Additional information:

Taija Lehtola, EVP, People & Culture, tel. +358 40 5603 763, taija.lehtola@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  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.