Shareholders Nomination Committee

The Annual General Meeting of Sitowise Group Plc decided on 25 April 2023 to establish a Shareholders' Nomination Board, and confirm the charter of the Shareholders’ Nomination Board, in accordance with the proposal of the Board of Directors. The role of the Nomination Board is to prepare the proposals on the election and remuneration of the members of the Board of Directors to be presented to the Annual General Meeting.

The Shareholders’ Nomination Board consists of a representative of each of the three (3) largest shareholders and the Chairman of the Board of Directors who serves as an expert member of the Shareholders’ Nomination Board.

The right to nominate members representing shareholders belongs to the three shareholders who hold the largest share of all the votes in the Company on the first weekday in September preceding the Annual General Meeting. If a shareholder does not wish to use its nomination right, the right will be transferred to the next largest shareholder. The largest shareholders are determined based on their shareholdings in the Company’s shareholder register. However, holders of nominee-registered shares and shareholders whose holdings should, according to shareholding disclosure rules, be added together are also taken into account in the appointment process.

The Shareholders’ Nomination Board shall be convened by the Chairman of the Board of Directors, and the Nomination Board shall elect a chairman from among its members.

The composition and members of the Shareholders’ Nomination Board of Sitowise Group Plc will be confirmed for the first time during autumn 2023 and disclosed by a stock exchange release.

Charter of Shareholders’ Nomination Board