Board of Directors’ Report and
Consolidated Financial Statements
1 January – 31 December 2022
Financial period
Business ID: 2767842-8
Linnoitustie 6 D, FI-02600 Espoo, Finland
Board of Directors’ Report and Consolidated Financial Statements
Financial period January 1 – December 31, 2022
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 204 million in 2022 and the company employs more
www.sitowise.com
Consolidated Financial Statements 2022
Board of Directors’ Report and
SITOWISE GROUP PLC
2
Contents
BOARD OF DIRECTORS’ REPORT ................................................................................................5
CONSOLIDATED FINANCIAL STATEMENTS IFRS ................................................................................21
Consolidated statement of comprehensive income ....................................................................................21
Consolidated statement of financial position ......................................................................................... 22
Consolidated cash flow statement ................................................................................................... 23
Statement of changes in consolidated equity ........................................................................................24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ......................................................................... 25
1 General information ...................................................................................................... 25
1.1 Accounting policies ............................................................................................................ 25
1.2 Translation of items denominated in foreign currencies ......................................................................... 25
1.3 Key decisions made by the management requiring discretion and main uncertainty factors relating to estimates ................. 26
2 Operating profit .......................................................................................................... 26
2.1 Segment reporting ............................................................................................................ 26
2.2 Net sales ...................................................................................................................... 26
2.3 Other operating income ....................................................................................................... 28
2.4 Materials and services ......................................................................................................... 28
2.5 Personnel expenses ........................................................................................................... 29
2.6 Other operating expenses ..................................................................................................... 29
2.7 Depreciation, amortization, and impairment .................................................................................... 29
2.8 Earnings per share ............................................................................................................30
3 Operational assets and liabilities .......................................................................................... 30
3.1 Business combinations ........................................................................................................30
3.2 Goodwill and other intangible assets ............................................................................................31
3.3 Tangible assets ................................................................................................................ 33
3.4 Trade and other receivables ................................................................................................... 36
3.5 Provisions .....................................................................................................................36
3.6 Accounts payable and other liabilities .......................................................................................... 36
4 Financial items and capital structure ...................................................................................... 37
4.1 Financial income and expenses ................................................................................................ 37
4.2 Financial assets and liabilities .................................................................................................. 37
4.3 Shareholders’ equity .......................................................................................................... 39
5 Financial and capital risks .................................................................................................42
5.1 Management of financial risks .................................................................................................42
5.2 Management of capital risks ...................................................................................................43
6 Other notes ...............................................................................................................44
6.1 Group structure ...............................................................................................................44
6.2 Income taxes ..................................................................................................................45
6.3 Related party transactions ..................................................................................................... 47
6.4 Guarantees and contingent liabilities ...........................................................................................48
6.5 Disputes and litigation ......................................................................................................... 48
6.6 Major events after the closing date .............................................................................................48
PARENT COMPANY'S FINANCIAL STATEMENTS ..............................................................................49
Sitowise Group Plc income statement (FAS) .........................................................................................49
Sitowise Group Plc balance sheet (FAS) ..............................................................................................49
Sitowise Group Plc: Cash flow statement (FAS) ......................................................................................50
Sitowise Group Plc: Notes to the financial statements (FAS) ...........................................................................51
SIGNATURES OF THE BOARD OF DIRECTORS AND AUDITOR’S NOTE .........................................................54
Board of Directors’ proposal for the distribution of profit ..............................................................................54
Signatures to the financial statements and Board of Directors’ report .................................................................54
AUDITING ...................................................................................................................... 55
Auditor’s Report .................................................................................................................... 55
Independent Auditor’s Reasonable Assurance Report on Sitowise Group Plc ESEF Financial Statements ..............................58
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
3
SITOWISE GROUP PLC
4 Consolidated Financial Statements 2022
Board of Directors’ Report and
BOARD OF DIRECTORS’ REPORT
In January 2022, Sitowise acquired the Swedish infrastructure
planning agency Mavacon AB, which provides consulting services
in civil engineering and water and wastewater projects, covering
all phases of technical consulting in the field of construction,
water and wastewater. Similarly, in January, the acquisition
of VRT Finland Oy's survey service business in Finland was
completed. The operations cover 3D construction inspections and
the processing and utilisation of 3D data for condition studies of
structures below and above the surface of the water.
In June, Sitowise acquired Rakennuttajakaari Oy, which provides
construction, supervision, and planning services related to
construction, to become a part of the Buildings business area.
In Sweden, E60 Elkonsult AB was purchased, and it offers
consulting services in electrical projects, such as electrical
planning, electrical calculations and inspections of electrical
installations and related activities. Also in June, Bitcomp Oy,
an IT specialist focused on SaaS solutions for the forest and
natural resources sector, was acquired. With the acquisition and
the accompanying software products, Leafpoint and Foresta,
Sitowise more than doubled its SaaS business, which is based on
long, recurring revenue contracts.
In October, Sitowise acquired the Swedish company Convia,
which provides construction consulting services focused on
structures, buildings and infrastructure. In addition, the purchase
of Convia strengthened the Sitowise Group's know-how and the
extent of the service portfolio through, for example, expertise
related to bridge construction.
During the year, Sitowise was working on a new strategy, which
will guide the Group’s activities during years 2023–2025. While
the climate change and declining biodiversity pose a tremendous
challenge to the societies, they also provide opportunities for
business growth by utilizing the strong expertise. Sustainability,
digitalisation and innovation were emphasized in Sitowise's
operations last year, as well as in the future.
Net sales exceeded 200 million euro milestone –
continuing on the path to be the most responsible
partner in the industry
The Group’s net sales growth continued in 2022 both organically
and through acquisitions, in addition to which Sitowise’s order
book reached a record-high level. The profitability fell slightly
short from the previous year’s level and the full-year adjusted
EBITA margin was 10 percent. During the year, the number
of experts increased to more than 2,200 people. Sitowise’s
personnel satisfaction remained at a good level, and the
personnel’s willingness to recommend Sitowise as an employer
increased for a fourth consecutive year. After the covid years, the
Group put focus on enabling employee interaction and trainings
as well as to client work.
Several changes took place in Sitowise’s management during
the year, as the new CEO Heikki Haasmaa took up his position in
May, and in the autumn, the new Chief HR Officer Taija Lehtola
and the new CFO Hanna Masala also joined the management
team as new members. In addition, steps were taken to integrate
the Swedish operations more closely together and the two largest
Swedish group companies merged in November to become
Sitowise Sverige AB.
The year 2022 was shadowed by a new kind of uncertainty that
arose after the covid years. The starting point for this was Russia’s
attack on Ukraine in February. The direct effects of the war on
Sitowise are limited, as the company has no offices or exports to
Russia, Belarus or Ukraine. Due to the war, however, the year saw
significant uncertainties in the availability of materials, among
other things, and the strong energy price increases, soaring
interest rates and inflationary pressures have also increased
uncertainties in Sitowise's customer industries, especially in new
construction.
Despite the uncertainty, all Sitowise's business areas grew
organically during the year. Sitowise also took significant new
steps, especially in the digital solutions and Swedish markets, via
acquisitions. During 2022, Sitowise completed six acquisitions,
which strengthened the group's expertise in SaaS business,
infrastructure design, renovation and building services technology
(HVAC). The companies bought during the year employed in total
nearly 200 people.
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
5
Key figures (IFRS)
Net sales by business area (IFRS)
DEVELOPMENT IN BUSINESS OPERATIONS
The Buildings business area continued to grow in 2022. The
growth was particularly focused on the first half of the year, and it
was supported by both organic growth and by acquisition-related
higher number of employees and the improvement of operational
efficiency.
The business area's order book remained at a good level
throughout the year. However, market uncertainty increased
towards the end of the year and was particularly evident in the
case of new construction. The growth of housing construction,
which had been on the rise for a long time, started to slow down
towards the end of the year, which was also reflected in the order
book. Uncertainty was also reflected in the discontinuation or
postponement of new construction projects and as cautiousness
in starting new projects.
At the beginning of 2022, the organization of the business area
was streamlined, which increased national cooperation between
its units and increased the number of joint projects of several
services. The business area's customer and project bases are
spread between the public and private sectors. Sitowise's versatile
know-how in both renovation and new construction and its
service offering covering different sized projects bring stability to
the order book.
The growth of renovation backlog, climate change and
sustainable development will challenge all players in built
environment even more strongly in the future. With the
acquisition of Rakennuttajakaari Oy, which is a company
specialized in renovation services, Sitowise formed an expert
organization with more than 250 renovation specialists, which is
largest in its field in Finland.
The companies bought the second half of 2021, Livair Oy and
Insinööritoimisto Jorma Jääskeläinen Oy, were successfully
integrated and merged into the Sitowise Group during 2022.
In recent years, the building construction industry has taken leaps
in development, which has been reflected in the diversification of
Sitowise's expert services and the degree of digitalization, as well
as in its innovation operations. The development is supported by
the diverse know-how of Sitowise's experts and extensive career
development opportunities both horizontally and vertically.
The net sales of the Buildings business area increased by 10.2%
to 79.4 (72.1) million euros in 2022. The business area accounted
for 39% (40%) of Sitowise’s consolidated net sales.
The growth of the Infrastructure business area also continued
in 2022. Successes in tendering for significant projects and
the receipt of work from the extensive network of framework
EUR million 2022 2021 2020 Change 2021–2022
Net sales 204.4 179.3 160.1 14.0%
EBITA, adjusted 20.4 21.1 20.6 -3.4%
% of net sales 10.0% 11.8% 12.9%
EBITA 16.1 18.5 19.5 -13.1%
Operating profit 13.2 16.4 18.3 -19.7%
Cash flow from operating activities before
financing items and taxes
22.7 22.8 31.5 -0.6%
Net debt 56.6 30.9 56.6 83.2%
Net debt / EBITDA, adjusted 2.6x 1.4x 2.6x
Equity ratio, % 41.6% 46.0% 30.2%
Earnings per share (EPS), EUR
*)
0.22 0.22 9.69
Average number of personnel 2,151 1,969 1,823 9.2%
*)
Financial year 2020 is calculated with non-comparable number of shares and financial year 2021 is calculated using numbers of shares after IPO (3–12/2021) for best
possible comparability.
EUR million 2022 2021 2020 Change 2021–2022
Buildings 79.4 72.1 70.8 10.2%
Infrastructure 60.0 56.4 54.2 6.2%
Digital Solutions 28.5 19.8 14.1 44.4%
Sweden 36.5 31.0 21.1 17.6%
Total 204.4 179.3 160.1 14.0%
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
6
contracts contributed to the business area's order book remaining
at a good level throughout the year.
The year was marked by a strong emphasis on the green
transition, especially in the energy sector. This was reflected, for
example, in a significant increase in wind power environmental
reports. The state sector's infrastructure investments were in a
downward trend and their focus shifted clearly towards railway
projects. Sitowise has responded to this, among other things, by
retraining experts in track planning.
After Russia's attack to Ukraine, Sitowise stopped all service
deliveries to companies with Russian-owned entities, but after the
transition phase, the customers were replaced by new ones.
The acquisition of VRT Finland Oy’s 3D construction inspection
business complemented Sitowine's know-how and services so
that the company is able to provide infrastructure inspection and
life cycle services both on land, at sea and in the air.
In addition to normal competence development, new services
were innovated in Sitowise with the help of The Smart City Lab
platform. The company also decided to invest in, among other
things, the development of responsibility assessment with the
ESG Due Diligence assessment tool and the Smart Site tool, which
helps with digital construction site management.
The net sales of the Infrastructure business area increased by
6.2% to 60.0 (56.4) million euros in 2022. The business area
accounted for 29% (31%) of Sitowise’s consolidated net sales.
Market demand remained generally strong in digital services, and
the order book of the Digital Solutions business area continued
to strengthen during 2022. During the year, several large IT
projects were won and new projects were started.
The Digital Solutions focuses on data and digital solutions for
the built environment and the expert services that support them.
Geospatial know-how and services form special competence area.
Services are offered for customer-specific software development,
SaaS and product solutions and other expert services.
SaaS-based revenue that is based on long, continuous billing
contracts, increased significantly during 2022. The growth was
especially impacted by the acquisition made in June, where
Sitowise bought Bitcomp Oy, pioneer in SaaS solutions for
the forest and natural resources sector. With the transaction,
Sitowise's artificial intelligence expertise also grew significantly.
Business growth was somewhat slowed down by the intensifying
competition for labor. Despite the challenging recruitment market,
the digital services team also grew with successful recruitments.
The net sales of the Digital Solutions business area increased by
44.4% to 28.5 (19.8) million euros in 2022. The business area
accounted for 14% (11%) of Sitowise’s consolidated net sales.
The business operations in Sweden continued strong growth
in 2022. Demand in the Swedish market overall remained more
stable than in Finland and the order backlog remained at a
high level. Business growth was supported during the year by
significant new orders in the pharmaceutical industry and in
modular prefabricated construction projects. Towards the end of
the year, the effects of the general economic uncertainty were
evident in the residential new development market in particular,
but the infrastructure sector and certain client segments, such
as pharmaceutical companies’ demanding industrial projects
and modular prefab construction, continued to exhibit healthy
demand.
The business area in Sweden grew strongly also through
acquisitions. In January, Sitowise bought the infrastructure and
construction consultant Mavacon AB, in June the electrical design
expert organization E60 Elkonsult AB, and in October Convia
Ingenjörsbyrå AB and Convia Infrastructure AB, which offer
construction consulting services focusing on structures, buildings,
and infrastructure.
The Sitowise brand was launched in Sweden and the integration
of the companies acquired in 2021 and 2022 continued as
planned. In November, the majority of Sitowise's operations in
Sweden were brought under the Sitowise brand.
The net sales of the Swedish business area increased by 17.6% to
36.5 (31) million euros in 2022. The business area accounted for
18% (17%) of Sitowise’s consolidated net sales.
GROUP ORDER BOOK
In 2022, the Group's order book grew by 12 percent from the
previous year and rose to a record level of 181 million euros as a
result of both active sales work and completed acquisitions.
The order book includes many long-term large projects that
increase the stability of Sitowise's operations. On the other
hand, towards the end of 2022, the weakened outlook for
new construction and the resulting discontinuations and
postponements of projects may slow down the realization of
the order backlog in 2023. A significant postponement of project
starts may have a detrimental effect on the group's profitability,
if the resources reserved for the projects cannot be reallocated to
other projects.
LONG-TERM FINANCIAL TARGETS
The Board of Directors of the Sitowise Group has set the following
long-term financial targets:
• Growth: Annual growth in net sales of more than 10 percent,
including acquisitions
• Profitability: Adjusted EBITA margin of at least 12 percent
• Leverage: Net debt / adjusted EBITDA should not exceed
2.5x, except temporarily in conjunction with acquisitions
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
7
According to its dividend policy, Sitowise’s objective is to pay
annually a dividend corresponding to 30–50 percent of net
profit to its shareholders. When distributing a possible dividend,
business acquisitions, the company's financial situation, cash flow
and future growth opportunities are taken into account.
GROUP STRUCTURE
The Group’s parent company Sitowise Group Plc (Sitowise
Holding I Oy until 2 March 2021) was established on 15 August
2016. At the end of the financial period, the Sitowise Group
consisted of the parent company Sitowise Group Plc and the
following companies:
• Wholly owned by Sitowise Group Plc: Sitowise Oy, which is
the company’s operational subsidiary in Finland, and foreign
subsidiaries: Sitowise Sverige AB (Byggnadstekniska Byrån
AB until 3 November 2022), Mavacon Mark & VA Consult
AB (acquired in January 2022), E60 Elkonsult Aktiebolag
(acquired in June 2022), Infracontrol AB and its wholly owned
subsidiaries Infracontrol Espana SL, Infracontrol Portugal Lda
and Infracontrol Danmark ApS as well as Convia Ingenjörsbyrå
AB and its and Sitowise Group Plc’s wholly owned subsidiary
Convia Infrastructure AB (acquired in October 2022)
• Sitowise Oy’s Finnish subsidiaries Sitowise Rakennuttajat
Oy (100%, whose merger with Sitowise Oy is pending and
due to be registered in April 2023), Routa Systems Oy (51%),
Rakennuttajakaari Oy and its wholly owned subsidiaries
Rakennuttajakaari Pohjanmaa Oy and Certimo Oy (acquired
in June 2022, whose merger with Sitowise Oy is pending and
due to be registered 28 February 2023), as well as Bitcomp
Oy (acquired in June 2022) and foreign subsidiaries AS DWG
(55%) and Sitowise Consulting Oü (100%).
Sitowise Oy has a branch office Sito Norge NUF in Norway. There
was no activity at the branch office during the financial period (or
in 2021).
Sitowise Holding Ab, which was wholly owned by Sitowise Group
Plc, merged with Sitowise Group Plc on 31 January 2022. Of the
Group’s subsidiaries, Insinööritoimisto Livair Oy was merged into
Sitowise Oy (on 31 August 2022), and Insinööritoimisto Jorma
Jääskeläinen Oy (on 31 October 2022), and VVS-Kompetens AB
was merged into Technology for Infrastructure projects Sweden
AB (on 4 March 2022) and Technology for Infrastructure projects
Sweden AB was merged into Sitowise Sverige AB (on 1 November
2022).
PARENT COMPANY’S BOARD OF DIRECTORS,
MANAGEMENT, AND AUDITOR
The appointment and dismissal of the Board of Directors are
decided at the Annual General Meeting. The composition of the
Board of Directors in 2022 was:
Eero Heliövaara Chair of the Board
Tomi Terho Board member, and Vice Chair of
the Board as of 20 April 2022
Leif Gustafsson Board member
Taina Kyllönen Board member
Mirel Leino-Haltia Board member
Elina Piispanen Board member
Petri Rignell Board member
Sitowise’s Board of Directors decides on the appointment and
dismissal of the CEO. Pekka Eloholma acted as the company’s
CEO from 15 August 2019 to 30 April 2022. Heikki Haasmaa
started as the CEO on 1 May 2022.
The notice period for the termination of the CEO’s contract is six
(6) months on both sides. The CEO is not entitled to a severance
package in addition to the remaining regular pay if he resigns.
If the company terminates the CEO’s contract for any reason
other than the CEO’s gross misconduct, criminal activity or other
similar reason, the CEO is entitled to not just his regular pay
for the aforementioned notice period of six (6) months but also
a severance package equivalent to up to six (6) months’ pay,
provided that he does not enter into the employment or service of
a third party during that period.
The composition of the Group Management Team lead by the
CEO on 31 December 2022 was: Jannis Mikkola (Executive Vice
President and Business Director, Infrastructure), Timo Palonkoski
(Executive Vice President and Business Director, Buildings),
Teemu Virtanen (Business Director, Digital Solutions; Virtanen
has left his position as Business Director for Digital Solutions
and a member of the Group Management Team at the end of
December 2022), Jonas Larsson (Head of Swedish Operations),
Taija Lehtola (CHRO), Hanna Masala (CFO), Turo Tinkanen (Chief
Information Officer) and Minttu Vilander (Chief Communications
and Corporate Responsibility Officer).
Heidi Karlsson acted as the CFO until September 2022 and Anne-
May Asplund acted as the CHRO until February 2022.
The auditor of the parent company and the Group is KPMG Oy
Ab, with Authorized Public Accountant Turo Koila as the principal
auditor.
PERSONNEL
The average number of personnel in the Group during the
financial period was 2,151 (1,969). At the end of the financial
period, the Group had 2,232 employees (2,034). The average
age of Sitowise’s employees was 39 (39) years. At the end of
2022, students accounted for 8% (10%) of the Group’s personnel.
Women accounted for 33% (35%) of the Group’s employees.
Of all employees, 85% (81%) responded to the personnel
survey. The index measured in the survey, eNPS (Employee Net
Promoter Score), was 30 (28). Personnel expenses amounted to
129.8 (115.7) million euros in 2022.
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
8
ASSESSMENT OF RISKS AND UNCERTAINTIES
The significant risks and uncertainties related to the Sitowise
Group’s business include operational and damage risks, and
strategic and financial risks, to which the Group’s financial
performance is exposed. The Group’s risk assessment is based on
an annual survey that was conducted during the financial year
2022, and its results have been discussed in the Group’s Board
of Directors, management team as well as business areas. The
Sitowise Group’s risk management process and responsibilities
are described on the Group’s website (www.sitowise.com).
In terms of operational risks, the most pronounced personnel
risks of the Sitowise Group relate to the retention of current
experts, well-being of employees, and availability of new
experts. Sitowise’s business is based on competent personnel,
and skilled professionals are crucial for growth, profitability
and the implementation of the company’s strategy. A potential
decline in Sitowise’s employer image due to internal or external
factors is a risk from the perspective of employee engagement
and retention. Due to the business model’s high dependency
on personnel, maintaining a steady and profitable order book is
of great importance to the business. A sufficient order book is
aimed to be maintained through an extensive customer base,
diverse workload, and continuous monitoring of the order book.
A rise in the wage level can have a negative impact on Sitowise’s
profitability and financial performance if it cannot revise the prices
of its services accordingly.
The Sitowise Group’s other operational risks relate also to the
project work and include, among others, miscalculated tenders,
claims for compensation due to engineering mistakes or delays,
and exceptionally strict warranty and liability terms, which
could, if invoked, damage Sitowise’s profitability. Risks related to
tenders and projects are managed by means of regular quality
management and risk management reviews and by complying
with procedures pursuant to the ISO-certified operating model.
The Group has developed a proprietary service platform called
Voima to facilitate the adoption of more efficient and consistent
operating methods than earlier. The Voima project management
tool contains project guidelines and templates, best practices,
bidding and project workspaces, and a risk assessment tool.
Project risks are managed already in the offering phase by
means of project guidance according to which an authorization
from the management of the relevant business area is required
before tendering for any contracts that are subject to non-
standard terms and conditions. The guidance also covers the
implementation phase of projects. The risk assessment addresses
themes such as contract terms and liability, schedule, resources,
scope of the assignment, safety, and sustainability. The Voima
platform contains real-time data that can be used to mitigate risks.
Project risks are managed through carefully thought-out pricing
and a thorough review of the tendered project and its problematic
elements. Sitowise also continuously invests in the development
and expertise of its personnel.
Damage risks include IT system and cyber security risks.
Sitowise’s business is dependent on a well-working IT
infrastructure and uninterrupted access to IT-based tools and
systems. However, IT systems are susceptible to faults and
failures. Malfunctions, interruptions, faults, cybersecurity
breaches or power cuts that affect IT systems can delay the
delivery of services, cause unexpected costs, and damage
Sitowise’s reputation.
The Sitowise Group’s strategic risks include among other things
that the planned growth based on corporate acquisitions will not
materialize. That could happen if suitable acquisition targets are
not available, transactions cannot be made at an economically
justified valuation level or acquisitions involve liabilities that
cannot be factored into the purchase price, or the targets set for
the acquisitions are not reached in the integration of the acquired
companies. Successful integration of the acquisitions is a key
element of the Sitowise Group’s growth strategy, and Sitowise
is therefore exposed to risks related to the integration process,
which can lead to additional costs, failure to implement synergies,
and loss of growth opportunities. Uncertainty in the financial
markets or rising interest rates leading to higher financing costs
and reduced availability (adequacy, timeliness, and favorable
terms) is both a strategic and a financial risk for the Sitowise
Group. That is a risk because Sitowise finances its business
and investments with cash flow and debt financing, and needs
external financing to implement its growth strategy. Uncertainties
created by the general economy development and changes in
market conditions are risks to the Sitowise Group’s business.
The Sitowise Group carefully assesses possible financial risks,
and the Group’s liquidity (trade receivables and cash flows) is
monitored continuously. External financing can expose Sitowise
to risks related to indebtedness and weaken its financial position.
Financial risks are discussed in more detail in Note 5 to the
financial statements.
The war in Ukraine only has limited direct effects on Sitowise.
The global economic consequences of the war, such as inflation
and higher interest rates, may slow down market growth in the
construction sector, which could jeopardize Sitowise’s growth and
profitability aspirations. The company does not have offices in
Russia, Belarus, or Ukraine, nor does it export to these countries.
However, sanctions imposed on account of Russia’s aggression
and the changed operating environment outside of the scope
of the sanctions – as well as counter-sanctions – may create
uncertainties.
Uncertainty created by changes in the global economy and
market conditions poses a risk to Sitowise’s business. Higher
inflation, rising interest rates, the price of energy, and the
increased cost of construction materials create uncertainty in the
markets and may cause a decline in economic activity by leading
to, for example, a decrease or postponement of investments and
clients’ projects.
Many of the risks associated with the Sitowise Group and its
business are characteristic of the business and typical in the
industry. The risks are described very comprehensively in the
listing prospectus of 12 March 2021 (available on our website at
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
9
www.sitowise.com), and they still form a set of current risks that
complements the above description.
Climate risks
The built environment causes approximately one-third of all
greenhouse gas emissions, which is why reducing its emissions
plays an important role in mitigating climate change. The direct
and indirect effects of climate change are directly linked to
Sitowise’s service offering and business as well as their demand.
On the one hand, this is also an opportunity for Sitowise
to develop its business in accordance with the needs of its
customers.
The risk is that Sitowise fails to identity and anticipate customers’
needs well enough or that its expertise is not enough to
effectively meet those needs. Another risk is that the Group
fails to train its experts to identify the effects of climate risks on
customers’ needs or is not able to recruit enough experts who
have experience of climate change adaptation.
It is also possible that climate change affects the projects in which
Sitowise is involved, in addition to which Sitowise is susceptible
to the economic impacts of climate change. Climate change has
potential implications for Sitowise’s offices as well as the entire
Nordic building stock, which is affected by changes in weather
conditions such as heavier rainfall, which can lead to structural
dampness and affect the air quality. However, Sitowise does not
own its offices, which reduces the economic impact.
Sitowise has publicly announced its sustainability targets, one of
which is to be carbon neutral by 2025. Not being able to reach
this publicly announced target is a risk to Sitowise’s reputation.
REPORT ON THE SCOPE OF RESEARCH AND
DEVELOPMENT ACTIVITIES
As a result of the climate crisis, the acceleration of digitalisation
and global societal uncertainty and insecurity, Sitowise’s industry
is undergoing a major transformation, and responding to it
requires systemic change. Amid the turmoil, Sitowise wants to be
a pathfinder and trusted partner who creates common security
and strengthens confidence in a better tomorrow.
Sustainable development, mitigating and adapting to climate
change, as well as nature rehabilitation, regeneration and
safeguarding the well-being of society, require new ways of
working and stronger investment in sustainable business.
Sitowise is committed to developing solutions required by the
change in The Smart City Lab, which is the company’s own
innovation platform and research and development community
open to all Sitowise employees.
The goal of The Smart City Lab is to produce new sustainable
business ideas, trach the changes and trends in the market,
and support Sitowise’s innovation culture. Sitowise invests
significantly in new innovations: the aim is to direct at least
80% of the RDI budget to innovation activities in sustainable
development services. The Lab was launched in 2021 with
an innovation competition, and in 2022 the operations were
expanded under the coaching of the new Head of Innovation.
Sitowise continued to develop its own innovation model
and strengthened its operating methods, which enable bold
experimentation, quick learning and, if necessary, refining ideas in
a new direction.
Since big and complex challenges require clever thinking, Sitowise
also want to enrich its culture of innovation. The employees are
encouraged to come up with novel ideas and without limitation.
In the future, new sustainable business ideas will be continuously
identified in all our business areas, both in projects and in
cooperation with clients and partners.
REPORT OF NON-FINANCIAL INFORMATION
Business model
Sitowise is a Nordic expert in the built environment with a
strong focus on digitality. Sitowise offers sustainable design
and consultancy services for projects of all sizes to enable more
responsible and smarter urban development as well as smooth
transportation. Sitowise offers its services in the following areas
in Finland and Sweden: Buildings, Infrastructure, and Digital
Solutions.
The Buildings business area offers building design, specialist
services, and consulting services for e.g. residential and
commercial properties, as well as for the needs of the healthcare
sector and industry. The business area has distinctive design
expertise in e.g. high-rise construction, building services
technology (HVAC), acoustics design, and fire safety planning.
Sitowise acts as a partner in both new construction and
renovation projects.
The services of the Infrastructure business area cover a
wide range of urban development needs in diverse areas:
infrastructure, transport and mobility, urban development,
environment and water, as well as infrastructure project
management. Urbanization supports the investment needs of
municipalities and cities in
particular, and the business area’s most
significant client segment is the public sector, which accounts for
approximately 75 percent of net sales.
The Digital Solutions business area focuses on digital solutions
for the built environment, mobility, and the forest sector, as well
as consulting services that support these fields. These services
cover client-driven information system development, ready-
made product solutions, analytics, information management and
visualization, and expert and consulting services. Until the end
of 2022, this business area also included digital solutions for
traffic and infrastructure in Sweden (Infracontrol). Infracontrol
is included in the Sweden business area as of the beginning of
2023.
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
10
Sitowise’s operations in Sweden form the Group’s fourth
business area. In Sweden, Sitowise provides design and
consulting services in the following areas: structural engineering,
building services engineering and consulting for buildings and real
estate, infrastructure, and geotechnical design.
Principles and key aspects of sustainability
Sitowise’s vision is to be the most responsible partner in
developing a prosperous living environment. The company
is committed to increasing the sustainability of both its own
operations and its projects and client relationships on a long-
term basis and to reporting on and measuring its progress in
respect of sustainability. The Group also continuously develops
its sustainability business to meet the changing needs of its
customers.
Sitowise's responsibility programme focuses on clearly setting
sustainability targets and defining the sustainability indicators
that guide Sitowise. Responsibility is examined from all
perspectives of the ESG division: environmental responsibility,
social responsibility and good governance. The programme is
based on a materiality analysis that has set four objectives
• We are carbon neutral in 2025
• We are the most equitable workplace with best employee
well-being in the industry
• We aim for sustainable economic growth
• We actively contribute to make our industry more sustainable
The UN's Sustainable Development Goals are a strong part of
Sitowise's responsibility work. In 2022, Sitowise committed to the
UN Global Compact initiative. Many of Sitowise's clients and other
operators in the built environment are committed to promoting
the UN's goals, and the sustainability tool created by Sitowise is
based on this framework. Sitowise developed sustainability tool in
early 2021. Tool helps to identify and monitor the responsibility of
company’s client projects. During the year, 86% of the company’s
new projects set SDG-based targets and indicators in Sitowise's
sustainability tool. The sustainability tool is not yet in use in
Sweden.
Sustainability management
Sitowise’s sustainability efforts are guided by its sustainability
program, ethical principles, and industry guidelines, as well as the
general principles of corporate social responsibility and the law.
Metrics for sustainability have been set, and progress in respect
of sustainability is actively monitored and reviewed at regular
intervals in the meetings of the company’s Board of Directors
and Group Management Team. The company’s integrated
management system and all aspects of its business also comply
with the requirements of the ISO 9001 and ISO 14001 standards.
In 2022, Sitowise was also granted the ISO 27001 information
security certificate for its information security management
system. The certificate is the most recognized international
standard and rare in the built environment design and consulting
industry. Sitowise is the largest operator in the field in Finland, to
which the certificate has been granted.
The key points of the Group’s sustainability policy are
approved by Sitowise’s Board of Directors. The CEO has overall
responsibility for sustainability. The Corporate Responsibility
Officer directs and promotes sustainability initiatives, and
monitors and reports on the indicators, goals, and achievements.
She provides updates on sustainability efforts to the CEO and, if
necessary, prepares accounts of different areas of sustainability
and progress in those areas.
Business Directors and line managers are responsible for
the implementation of practical measures. Group services
(finance, IT, HR, communications, quality, safety and security,
and procurement) support the business areas in reaching the
sustainability goals.
Disclosures within the meaning of Article 8 of Regulation (EU)
2020/852 of the European Parliament and of the Council on
the establishment of a framework to facilitate sustainable
investment, and amending Regulation (EU) 2019/2088
The taxonomy reporting of Sitowise business is implemented
according to the reporting requirements of EU Taxonomy
regulation. List of Sitowise businesses is updated to match the
circumstances in 2022 considering the acquisitions and changes
in Sitowise’s business areas. As previously, activities which
have technical screening criteria in the Complementary Climate
Delegated Act, called taxonomy eligible activities, were assessed.
For 2022, the reporting requirements for information to be
reported have expanded. The most significant change is reporting
the taxonomy aligned activities which have not been required
previously. Taxonomy aligned activities are defined as activities
which fulfill technical screening criteria of the Complementary
Climate Delegated Act and “Do No Significant Harm” (DNSH)
-criteria. Sitowise’s taxonomy aligned activities are assessed by
comparing taxonomy eligible activities individually to the technical
screening criteria and to the DNSH-criteria. Expanded reporting
obligations can also be seen in the annual report as more
pronounced reporting tables as required by the reporting act.
Information on Sitowise's taxonomy-eligible share of business
operations for the financial year 2022 will be published in the
annual and corporate sustainability report, which will be available
at the same time with the financial statements and the Board
of Director’s report, no later than during the week commencing
27.3.2023.
Personnel perspectives
Sitowise’s personnel are guided by five commonly agreed values:
we trust each other, we understand our clients, we are brave, we
work as one team, and we are open.
The well-being of Sitowise’s experts is the foundation of
meaningful and sustainable work. It is also a precondition for
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
11
them to do their work well. It is important for the company that
its employees are healthy, motivated, and proud of the positive
impact that Sitowise’s services have on the environment,
communities, and people. This is facilitated, for example, by
supporting coping at work, offering flexibility in different life
situations, and providing a variety of training options for both
professional development and better management of work-
related stress.
Sitowise’s employee engagement rating is high, and its experts
feel that their work reflects what matters to them on a personal
level. Employees’ readiness to recommend Sitowise as a good
place to work was at a good level in 2022, with an eNPS score of
30 (scale -100 – +100).
The Group employed 2,151 people on average during the year
and 2,232 people at the year-end. The number of personnel
grew by 198 in 2022. The annual increase in the number of
personnel (+10%) was driven by both organic growth and the six
acquisitions completed during the year. The biggest of these was
Bitcomp in Finland, which employed 76 persons at the time of the
acquisition. Sitowise hired 478 new employees on a permanent
basis and 82 on fixed-term contracts. Turnover of permanent
employees increased in 2022 and amounted to 15.5% (14%).
A total of 319 permanent employment contracts ended during the
year.
At the end of 2022 students accounted for approximately 8%
of Group’s personnel. Sitowise’s goal is that about 10% of its
personnel to be students. Women accounted for 33% (35%) of
all employees at the end of 2022. Number of women in executive
and managerial positions had grown from previous year number
(23%) to 26%. The average age of Sitowise’s employees was
39 years, and the 30–39-year-old age group was the biggest
(37%) among all personnel. Sickness absences amounted to
3.3% at the end of the year (cumulative percentage from January
to December), which is higher than previous year (2.3%). The
sickness absence rate has increased especially due to short
absences due to seasonal illnesses and absences caused by the
coronavirus. The number of long absences has decreased clearly
compared to the previous year.
The well-being and work ability of Sitowise employees have been
managed in a goal-oriented manner, especially strengthening
proactive work for well-being and health. A well-functioning
work community and coaching supervisor work support the
well-being of the personnel and strengthen coping at work.
Sitowise's supervisors are trained to take into account and meet
team members as individuals, taking into account different life
situations, differences and also the different needs of individuals
for leadership. As tools, supervisors utilize, for example, the
early support model, development discussions and annual team
development workshops on strengths and areas for development
arising from personnel survey.
In expert work, the challenges of mental well-being and coping
are identified as a factor challenging work ability. In addition to
occupational health psychologist services, Auntie, a completely
anonymous, low-threshold psychological discussion support
service was introduced to Sitowise employees in Finland on an
experimental basis. Through this service, any Sitowise employee
can also seek discussion support for problems that challenge
well-being outside of work.
After the pandemic, Sitowise employees have enjoyed the
opportunity to meet each other. Sitowise supports sports and
excursion events organised by the personnel in their free time.
Many have participated during 2022 in various running, cycling,
orienteering, yoga, hiking, etc events. In addition, everyone in
Finland has access to the ePassi sports and culture benefit.
Exercise during the working day is supported with the help of
break exercise programs installed on the work computer.
Ethical principles
Sitowise updated its Code of Conduct during 2022. All Sitowise
employees both in Finland and in Sweden completed a course
and test based on the updated guidelines. It is mandatory for all
Sitowise personnel to complete the course and the related test.
The new guidelines and course were published for the staff in
October 2022.
Sitowise’s Code of Conduct concerns all employees and applies to
all units and functions of Sitowise Group Plc and its subsidiaries.
The Group also expects its partners to have sustainable practices
in place.
Sitowise is an important player in its industry and therefore
has an important role to play as a social influencer and industry
developer. Acting in a responsible manner is one of the
cornerstones of Sitowise’s strategy and an essential part of its
decision-making.
Compliance with the statutes that are binding on Sitowise is the
starting point of all operations. Sitowise’s employees are required
to familiarize themselves with the laws, commitments and internal
guidelines that apply to their duties and to Sitowise, and to act
accordingly.
Sitowise respects and supports human rights and equality,
and does not tolerate any form of violence, abuse, bullying, or
harassment. Sitowise does not tolerate discrimination based on
gender, nationality or ethnicity, age, religion, sexual orientation,
mental or physical impairment, political or other views, social
status, family relationships, or other personal attributes.
Sitowise contributes to a sustainable and smart living
environment together with its customers and partners. The most
significant vehicle for promoting environmental friendliness is the
introduction of climate and resource-wise solutions in connection
with projects. Sitowise is always looking to develop new services
that promote sustainability and strives to minimize the adverse
environmental impact of its services.
Sitowise takes care of both its own assets and assets that have
been entrusted to it, and only uses these resources for the
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
12
purposes of its business. The company makes all its purchases
responsibly and in accordance with established procurement
practices and operates fairly and transparently with its contractual
partners.
Sitowise does not tolerate corruption or bribery, and never pays,
offers, solicits, requests, or accepts bribes or any other undue
advantage. When offering or accepting hospitality or gifts, the
company applies the precautionary principle. Only reasonable
and customary gifts are acceptable. The company never offers or
accepts money or anything of monetary value as a gift.
Every employee and partner of Sitowise has an obligation to
immediately report any concerns and known or suspected
inappropriate conduct. Employees are instructed to voice their
concerns and to tell their suspicions primarily to their supervisor.
If this is not possible, the Corporate Sustainability Officer can also
be contacted.
Sitowise also has a confidential contact and whistleblowing
channel that can be used to report concerns anonymously. A total
of 9 (1) concerns were submitted via the whistleblowing channel
by Sitowise’s own personnel and 0 (1) by an outside party in
2022. All the concerns were reviewed, and the CHRO and/or the
Corporate Sustainability Officer responded to them.
Key risks related to non-financial information and risk
management
Sitowise’s business and strategy are based on competent
personnel, and skilled professionals are crucial for growth,
profitability and the implementation of the company’s strategy.
As stated on page 9 of the report under ‘Assessment of risks
and uncertainties’, the most pronounced personnel risks of the
Sitowise Group relate to the retention of current experts, well-
being of employees and the availability of new experts. Managing
these risks is based on the premise that it is important for the
company that its employees are healthy, motivated, and proud
of the impact that Sitowise’s services have on the environment,
communities, and people.
Each Sitowise employee contributes to the setting of their
personal targets and the assessment of their performance
and development needs, and discusses expectations with
his/her manager at regular intervals and at least once a year.
The aforementioned risks are also managed by, for example,
supporting coping at work, offering flexibility in different life
situations, and providing a variety of training options for both
professional development and better management of work-
related stress. However, the best ways to increase competence
are learning on the job, teamwork, and sharing experiences in the
course of projects.
Well-being at work stems, above all, from good work
management and having access to training that builds
competence, as well as a good team spirit, interaction, and a
culture of solving problems together. Good leadership creates a
framework for efficient teamwork and success. Sitowise promotes
its personnel’s well-being systematically in cooperation with,
for example, its occupational health care provider and pension
provider.
Due to the nature of Sitowise’s business, there are no significant
environmental risks associated with the Group’s own operations.
One risk related to the upholding of human rights and the fight
against corruption and bribery could be a failure to observe
Sitowise’s Code of Conduct, if this resulted in significant damage
to the Group’s finances or reputation or if the violations were
systemic, in which case the operations of the entire Group could
be affected. This risk is managed by clearly stating the company’s
position on human rights and discrimination in the Code of
Conduct, which applies to all employees of Sitowise, and by
instructing both the company’s personnel and partners to report
concerns or potential inappropriate conduct. The risk of corruption
and bribery, and the resulting damage, is also controlled by
always having more than one person check every payment and
purchase.
SUBORDINATED LOANS
Sitowise Group Plc had no subordinated loans on 31 December
2022.
SHARES, SHAREHOLDERS, AND STOCK
OPTIONS
The company has one class of shares. Each share entitles its
holder to one vote and an equal dividend.
Trading in the company’s shares began on the prelist of Nasdaq
Helsinki Ltd on 25 March 2021 and on the official list on 29 March
2021. The trading code for Sitowise’s shares is SITOWS. Based on
its market capitalization, Sitowise belongs to Mid Cap companies
and the Construction and Materials industry sector.
Shares outstanding and share capital
In December 2021, the Company resolved to issue in a directed
issue 250,000 new shares to itself without consideration. The
shares were registered in the Trade Register on 3 January 2022
and admitted for trading on the official list of Nasdaq Helsinki
Ltd on 4 January 2022. After the registration of the shares, the
number of shares issued was in total 35,665,927 shares. At the
end of the financial year on 31 December 2022, Sitowise Group
Plc’s share capital amounted to 80,000 euros, and the total
number of shares outstanding was 35,665,927, of which 119,399,
i.e. approximately 0.33% of all Sitowise shares, were treasury
shares. At the end of the financial year Sitowise Oy had a total of
60,280 Sitowise Group Plc share pledges which were received
as collateral for earlier acquisitions. The amount corresponds
to approximately 0.17 percent of all shares (60,280 shares
corresponding to 0.17 percent of all shares at the end of the fiscal
year 2021). Pledged shares do not entitle to voting rights in the
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
13
company. The share pledges are to be released in accordance
with the agreements during the financial year 2023.
On 31 January 2022, the Board of Directors of Sitowise Group Plc
decided, by virtue of the authorisation granted by the unanimous
resolution of the shareholders on 3 March 2021, to issue in a
directed issue 95,532 shares in connection with an acquisition.
The number of shares corresponded approximately 0.27 percent
of shares in Sitowise and the subscription price was EUR 7.9235
per share. Based on the authorization granted by the Annual
General Meeting of 20 April 2022, the Board of Directors has
resolved on directed share issues in connection with acquisitions
on 31 May 2022, 20 June 2022 and 18 October 2022, where
161,206 shares (the number corresponded approximately
0.45 percent of shares in Sitowise, the subscription price was
approximately EUR 5.74 per share), 44,843 shares (the number
corresponded approximately 0.13 percent of shares in Sitowise,
the subscription price was approximately EUR 5.85 per share),
171,771 shares (the number corresponded approximately
0.48 percent of shares in Sitowise, the subscription price was
approximately EUR 5.68 per share) and 188,926 shares (the
number corresponded approximately 0.53 percent of shares
in Sitowise, the subscription price was approximately 4.88 per
share) were issued, in total 566,746 shares. The total number of
shares issued in directed share issues during the financial period
2022 was therefore 662,278 shares. For the key terms and
conditions of share offerings, see www.sitowise.com/investors/
stock-exchange-releases.
On 17 March 2022, the Board of Directors of Sitowise Group Plc
decided to start repurchasing Sitowise’s own shares in a share
buyback program on the basis of the authorisation granted by the
unanimous resolution of shareholders made on 3 March 2021.
The program was continued on the basis of the authorisation
granted by the Annual General Meeting on 20 April 2022. The
shares were repurchased to be used as contribution in possible
corporate acquisitions and as a part of Sitowise’s incentive
programs. The maximum number of shares to be repurchased
was 500,000 and the maximum monetary amount to be used
for the repurchases was 4.35 million euros. The payment for the
repurchases reduced Sitowise’s unrestricted equity. The shares
were repurchased in public trading on Nasdaq Helsinki Ltd at
the market price prevailing at the time of purchase. Sitowise
appointed Danske Bank A/S, Finland Branch (“Danske”) to
arrange the share buyback program. Danske will make the trading
decisions independently of Sitowise and within the stated limits.
This also applies to the timing of repurchases. Sitowise completed
the share buyback program on 31 August 2022. The repurchases
of shares began on 18 March 2022 and ended on 31 August
2022. During that period, Sitowise repurchased 500,000 of its
own shares for the total value of EUR 2,720,089.50 and at an
average price per share of EUR 5.44. The number corresponded
approximately 1.4 percent of shares in Sitowise.
Shareholders
At the end of the financial period on December 31, 2022, the
number of registered shareholders was 6,060 (6,169). Nominee-
registered shareholders accounted for 37.4% (33.2%) of the
company’s shares. The 10 largest shareholders entered in the
book-entry register maintained by Euroclear Finland Oy held
a total of 30.3% (32.1%). A list of these major shareholders is
available on the company’s website at www.sitowise.com.
The table below lists the 10 largest shareholders on December 31,
2022 based on information from the Monitor service provided by
the Swedish company Modular Finance AB:
*)
2022 2021
Earnings per share (EPS) EUR 0.22 0.22
Equity per share (BPS) EUR 3.27 3.25
Dividend per share EUR 0.1
*)
0.1
Dividend/earnings ratio % 45.45 45.45
Effective dividend yield % 1.95 1.24
Price/earnings ratio (P/E) 23.4x 36.6x
Share price development
Average share price EUR 5.24 8.46
Lowest share price EUR 3.89 7.33
Highest share price EUR 8.22 10.05
Share price on December 31 EUR 5.14 8.05
Market value of shares on
December 31
EUR million 183.3 285.1
Trading volume million shares 6.1 19.0
Trading value EUR million 32.0 157.1
*)
Board of Directors’ proposal to the Annual General Meeting.
For the weighted average adjusted number of shares during the financial
period and the adjusted number of shares at the end of the financial period,
see Note 4.3 to the financial statements.
Shareholder Number of shares % of shares
1 Intera Partners Oy 5,121,573 14.4%
2 Lannebo Funds 2,264,924 6.4%
3 Paradigm Capital AG 1,784,944 5.0%
4 Handelsbanken Funds 1,702,079 4.8%
5 Didner & Gerge Funds 1,463,414 4.1%
6 Evli Fund Management 1,261,000 3.5%
7 Ilmarinen Mutual Pension
Insurance Company
1,071,500 3.0%
8 SEB Funds 895,206 2.5%
9 Avanza Pension 854,769 2.4%
10 Erik Löb 850,000 2.4%
10 largest in total 17,269,409 48.4%
Outstanding shares 35,665,927
*)
Data may be incomplete for both the number of shares and shareholders.
It is not possible for the company to verify the accuracy or timeliness of the
information. The company is not responsible for the information provided by the
service provider, which is provided only as additional information. The company’s
shareholder register is available from Euroclear, and the company also publishes
the flagging notifications it receives as stock exchange releases.
Key figures per share
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
14
Shareholders by sector on December 31, 2022
Shareholding of the management of Sitowise Group Plc on
December 31, 2022
Board of Directors
Sector
2022
Number of shares
2022
% of shares
2021
Number of shares
2021
% of shares
Public sector, total 2,351,235 10.5% 2,101,500 8.9%
Financial and insurance institutions, total 8,275,950 37.1% 9,338,433 39.5%
Households 10,475,958 46.9% 10,557,816 44.7%
Businesses, total 1,120,164 5.0% 1,083,370 4.6%
Nonprofit organizations, total 33,978 0.2% 193,131 0.8%
Foreign, total 58,298 0.3% 369,195 1.6%
Total 22,315,583 100.0% 23,643,445 100.0%
Nominee-registered 13,350,344 37.4% 11,772,482 33.2%
All shares, total 35,665,927 35,415,927
Name Position
2022
Number of shares
2022
% of shares
2021
Number of shares
2021
% of shares
Eero Heliövaara
1)
Chair of the Board 92,520 0.3% 92,520 0.3%
Leif Gustafsson Board member 20,000 0.1% 20,000 0.1%
Taina Kyllönen Board member 9,320 0.0% 9,320 0.0%
Mirel Leino-Haltia Board member 5,500 0.0% 5,500 0.0%
Elina Piispanen
2)
Board member 70,000 0.2% 70,000 0.2%
Petri Rignell
3)
Board member 80,340 0.2% 80,340 0.2%
Tomi Terho Board member,
Vice Chair as of 20 April 2022
0 0,0% 0 0,0%
Total 277,680 0.8% 277,680 0.8%
1)
Including both shares held by Heliövaara personally and shares held by Heliocabala Oy, which he controls.
2)
Including both shares held by Piispanen personally and shares held by Fit Advice Oy, which she controls.
3)
Including both shares held by Rignell personally and shares held by PriRock Oy, which he controls.
Name Position
2022
Number of shares
2022
% of shares
2021
Number of shares
2021
% of shares
Heikki Haasmaa CEO 60,000 0.2%
Hanna Masala CFO 9,000 0.0%
Jonas Larsson Head of Swedish Operations 10,000 0.0% 5,000 0.0%
Jannis Mikkola Business Director 356,740 1.0% 356,740 1.0%
Timo Palonkoski Business Director 154,000 0.4% 154,000 0.4%
Teemu Virtanen Business Director 170,000 0.5% 170,000 0.5%
Turo Tinkanen Chief Information Officer 52,000 0.1% 52,000 0.1%
Minttu Vilander Chief Communications and
Corporate Responsibility Officer
19,200 0.1% 19,200 0.1%
Taija Lehtola CHRO 18,000 0.1%
Total 848,940 2.4% 1,064,161
1)
3.0%
1)
Situation of the group management team as at 31 December 2021: includes the shares of CEO Pekka Eloholma (226,735), CFO Heidi Karlsson (69,860 shares) and
the shares of CHRO Anne-May Asplund (10,626 shares).
Group Management Team
The company’s management was granted stock options in
the spring of 2021 and during financial period 2022. The table
in section 6.3.4 of the notes to the financial statements lists
the options held by the CEO and the members of the Group’s
Management Team. The Board members hold no options.
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
15
Decisions of General Meetings in 2022
Sitowise Group Plc’s Annual General Meeting of shareholders
was held on 20 April 2022 at the Company’s headquarters
in Espoo, Finland. The Company’s shareholders and their
representatives could participate in the meeting and exercise
shareholder rights only through advance voting as well as by
making counterproposals and presenting questions in advance.
At the meeting, there were 26 shareholders present representing
15,741,645 shares and votes. The minutes of the meeting are
available on the Company’s website.
The Annual General Meeting adopted the financial statements
for the accounting period from 1 January until 31 December 2021
and discharged the persons who have acted as members of the
Board of Directors and as CEO during the financial year from
liability. The Annual General Meeting resolved of distribution of
dividend as proposed by the Board of Directors, and approved
the remuneration policy for governing bodies. The Annual General
Meeting resolved that the composition and remuneration of the
Board of Directors remain the same, and the auditor was re-
elected. The authorization to the Board of Directors to repurchase
Company’s own shares, and to issue shares and special rights
entitling to shares was renewed.
Distribution of dividend
The Annual General Meeting resolved, in accordance with the
proposal of the Board of Directors, that a dividend of EUR 0.10 per
share will be distributed. The dividend was paid to shareholders
who on the dividend record date 22 April 2022 were registered
in the shareholders’ register of the Company maintained by
Euroclear Finland Ltd. The dividend was paid on 29 April 2022.
Composition of the Board of Directors
The Annual General Meeting decided that the number of
members of the Board of Directors shall be seven (7). For a term
of office expiring at the end of the 2023 Annual General Meeting,
the Annual General Meeting re-elected Leif Gustafsson, Eero
Heliövaara, Taina Kyllönen, Mirel Leino-Haltia, Elina Piispanen,
Petri Rignell ja Tomi Terho as the members of the Board of
Directors.
Remuneration of the Board of Directors
The Annual General Meeting decided, in accordance with the
proposal of the Board of Directors, that the members of the
Board of Directors will be paid the following remuneration which
is corresponding to the fees which have been paid during the
terminating term:
• the fee for the chairman of the Board of Directors EUR 4,750
per month;
• the fee for other board members EUR 2,250 per month;
• the meeting fee for the chairman of the Board of Directors and
chairs of the board committees EUR 1,000 per meeting;
• the meeting fee for other members of the Board of Directors
and the other board committee members EUR 400 per
meeting, with the exception that the nomination committee
members are each paid a meeting fee of EUR 1,000 per
meeting.
The travel expenses of the board members are compensated in
accordance with the Company’s travel rule.
Election and remuneration of the auditor
KPMG Oy Ab, Authorized Public Accountants, was re-elected as
the auditor of the Company for a term of office expiring at the end
of the 2023 Annual General Meeting. KPMG Oy Ab has informed
that Turo Koila, authorized public accountant, will act as the auditor
with principal responsibility. It was decided that the remuneration
to the auditor shall be paid against a reasonable invoice.
Repurchase of the Company’s own shares
The Annual General Meeting 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 the
authorization shall not exceed 3,500,000 shares in total,
which corresponds to approximately 9.8 percent of all of 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 determined by the markets. The Board of
Directors decides on all other matters related to the repurchase
of own shares and, inter alia, derivatives can be used to 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
2023.
Issuance of shares and of special rights entitling to shares
The Annual General Meeting 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
Finnish Companies Act as follows:
The number of shares to be issued based on the authorization
shall not exceed 3,500,000 shares, which corresponds to
approximately 9.8 per cent of all of 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
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
16
by the General Meeting to decide on the issuance of shares as
well as on the issuance of 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 2023.
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.
Constitutive meeting of the Board of Directors
In the constitutive meeting of the Board of Directors of Sitowise
Group Plc held after the Annual General Meeting, the Board of
Directors elected Eero Heliövaara as its Chair and Tomi Terho as
its Vice Chair.
In addition, the Board of Directors appointed members to its
committees.
• Eero Heliövaara was appointed as the Chair of the Nomination
Committee and Petri Rignell and Tomi Terho as the members
of the Nomination Committee.
• Mirel Leino-Haltia was elected as the Chair and Taina Kyllönen
and Tomi Terho as the members of the Audit Committee.
• Eero Heliövaara was appointed as the Chair and Leif
Gustafsson and Elina Piispanen as the members of the
Personnel Committee.
• Tomi Terho was elected the Chair and Eero Heliövaara, Leif
Gustafsson, and Petri Rignell were elected as the members of
the Acquisitions Committee.
The Board of Directors has assessed that, with the exception of
Tomi Terho, the members of the Board are independent of the
company and its significant shareholders. Terho is Intera Partners
Oy’s partner.
Based on the authorizations granted by the Annual General
Meeting, the Board of Directors has decided during the financial
period 1 January – 31 December 2022 on directed share issues
and a share buyback program (see section Shares outstanding
and share capital).
Board of Directors’ authorizations
The company has the following authorizations granted by the
Annual General Meeting on 20 April 2022:
The Board of Directors is authorized 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 Finnish Companies Act
as follows:
The number of shares to be issued based on the authorization
shall not exceed 3,500,000 shares, which corresponds to
approximately 9.8 per cent of all of 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). 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 Board of Directors is authorized to decide on the repurchase
of the Company’s own shares as follows: The number of own
shares to be repurchased based on the authorization shall
not exceed 3,500,000 shares in total, which corresponds to
approximately 9.8 percent of all of the shares in the Company.
However, the Company together with its subsidiaries cannot
at any moment own more than 10 percent 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
determined by the markets. The Board of Directors decides on all
other matters related to the repurchase of own shares and, inter
alia, derivatives can be used to the repurchase. Own shares can
be repurchased otherwise than in proportion to the shareholdings
of the shareholders (directed repurchase).
The authorizations are effective until the beginning of the next
Annual General Meeting, however, no longer than until 30 June
2023.
Based on the authorizations granted by the Annual General
Meeting, the Board of Directors has decided during the financial
period 1 January – 31 December 2022 on directed share issues
and a share buyback program (see section Shares outstanding
and share capital). At the end of the financial period 31 December
2022 in total 2,933,254 shares were left from the Board of
Directors' share issue authorization. At the end of the financial
period 31 December 2022 in total 3,000,000 shares were left
from the Board of Directors' share repurchase authorization.
Option programs
The company’s Board of Directors decided on the establishment
of a new long-term incentive scheme in March 2021. The target
group of the option program includes the CEO and the members
of Sitowise’s Group Management Team as well as approximately
300 other key employees of Sitowise subject to invitation. The
goal of the scheme is to encourage Sitowise’s key employees
toward long-term shareholding in the company by requiring an
investment in shares in order to receive options. In addition, the
options are used to encourage the key employees in the target
group toward long-term efforts in order to increase shareholder
value and to retain the key employees.
Under the option program, a maximum of 1,463,400 options
will be issued, each of which will give the right to subscribe for
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
17
one new or treasury share. The options will be issued under the
authorization granted to the Board of Directors by the unanimous
resolution of the shareholders on 3 March 2021. The option
program includes 636,750 class A options and 826,650 class B
options. Class A options have a three-year vesting period, and
class B options have a four-year vesting period. The subscription
of shares with class A options will take place between 1 April 2024
and 31 March 2025, and with class B options between 1 April
2024 and 31 March 2026.
The class A and B options may be divided into matching and
performance options. In order to receive matching options, the
recipient of the options must hold, acquire or have subscribed
for in the personnel offering as many shares as they have been
allocated matching options. The shares must be held until the
subscription period for the shares to be subscribed with the
options begins. As at the date of the financial statements on 31
December 2022, the number of allocated matching options is
747,561 in total.
In addition, members of the Group Management Team who are
covered by the option program must acquire shares with 50%
of their net profit from the options, until the total value of their
shareholding in the company corresponds to the value of their
annual salary. This number of shares must be held for as long as
the person is a member of the Group Management Team.
The Board of Directors has resolved to amend share subscription
price for shares to be subscribed based on stock options on
15 December 2022. For stock options 2021A the new share
subscription price is EUR 6.00. The share subscription price for
the stock options 2021B is maintained unchanged and is EUR
8.10 which equals the share subscription price in the company’s
initial public offering (EUR 8.20) decreased with the paid dividend
(EUR 0.10). The per-share dividends and capital repayments to
be paid annually will be deducted from the share subscription
price. Before the amendment, the share subscription price for all
stock options was the share subscription price in the company’s
initial public offering (EUR 8.20) decreased with annually paid
dividends and capital repayments. In addition to the change in
the subscription price, the Company announced on 16 December
2022 that the vesting criteria for the Match 2021A and Match
2021B options will be removed. The share subscription period
for performance stock options, however, will not commence, if
the vesting criteria established by the Board of Directors for the
commencement of the share subscription period have not been
achieved. The vesting criteria concerning the Performance 2021A
and Performance 2021B options has not been changed since the
establishment of the stock option plan.
The options will be forfeited and transferred back to the
company for no consideration if the option holder resigns or their
employment relationship or service contract is terminated before
the commencement of the subscription period of the shares to be
subscribed with the options. The Board of Directors can, under
certain conditions, permit the option holder to keep some of their
options, however.
RELATED PARTY LOANS
Sitowise Group Plc has given subordinated loans to its related
party company Fimpec Group Oy. The loans amounted to EUR
917,000 at the end of the financial period. The interest rate on
the subordinated loans is 8% p.a. The loans are subject to the
provisions of chapter 12 of the Finnish Limited Liability Companies
Act.
CORPORATE GOVERNANCE STATEMENT AND
REMUNERATION REPORT
Sitowise’s Corporate Governance Statement and remuneration
report are published together with the Annual and Sustainability
Report.
OUTLOOK FOR 2023
The stable growth in the demand for design and consulting
services to create sustainable societies is supported by
megatrends such as urbanization, renovation backlog,
sustainability, and digitalization.
The uncertainty in the market brought by the war in Ukraine,
increasing interest rates and inflationary pressures may continue
to affect the short-term decision-making of Sitowise’s clients.
That said, the effects on the technical consulting business are
not quite as significant as in the broader construction industry,
which is one of Sitowise’s key customer segments. Following the
healthy organic growth and acquisitions made in 2022, Sitowise
entered year 2023 with a record high order book.
Demand for digital solutions remains strong and infrastructure
business’ outlook is also relatively more stable than construction
markets, where uncertainty has continued to increase especially
in Finland with an increasing uncertainty relating to starting
of new construction projects. Overall, the market outlook has
remained somewhat more stable in Sweden.
Sitowise Group estimates that its net sales in euros will increase
compared to 2022, and that its adjusted EBITA margin (%) will be
broadly at the same level as the adjusted EBITA margin of 2022.
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
18
GROUP’S KEY FIGURES (unaudited)
Items affecting comparability
EUR thousand 1–12/2022 1–12/2021
Net sales 204,414 179,334
Growth in net sales, % 14% 12%
Adjusted organic growth in net sales, % 5% 0%
EBITA, adjusted 20,380 21,146
% of net sales 10.0% 11.8%
EBITA 16,075 18,523
Operating profit (EBIT) 13,162 16,376
% of net sales 6.4% 9.1%
Result for the period 7,914 7 ,903
Balance sheet total 280,724 249,754
Cash and cash equivalents 15,390 19,353
Net debt 56,602 30,859
Cash flow from operating activities before financial items and taxes 22,674 22,818
Earnings per share (EUR) 0.22 0.22
Diluted earnings per share (EUR) 0.22 0.22
Return on equity (ROE), % 6.8% 8.7%
Return on capital employed (ROCE), % 6.5% 8.9%
Equity ratio, % 41.6% 46.0%
Net debt / EBITDA, adjusted 2.6x 1.4x
Gearing, % 48.4% 26.9%
Number of personnel, average 2,151 1,969
Full-time equivalent (FTE), average 1,880 1,697
Utilization rate 76.1% 76.6%
EUR thousand 2022 2021
Restructuring costs 722 181
M&A and integration costs 2,801 1,683
IPO related costs 0 196
Other costs 782 555
Items affecting comparability, EBITDA 4,305 2,615
Intangible assets, amortization 0 8
Items affecting comparability, EBITA 4,305 2,623
MAIN EVENTS AFTER THE FINANCIAL PERIOD
Change in Sitowise’s largest shareholders
On 30 January 2023, Sitowise Group Plc received a notification in
accordance with the chapter 9, section 5 of the Finnish Securities
Markets Act from Handelsbanken Fonder AB, according to which
Handelsbanken Fonder AB’s direct holding of shares and votes
in the company increased to 5.05 percent on 27 January 2023.
According to the notification, Handelsbanken Fonder AB now
holds a total of 1,802,079 shares corresponding to 5.05 percent
of the company’s shares and votes.
Exercise of option periods provided for in the financing
agreement
Sitowise agreed with its lenders in February 2023 on the exercise
of the option periods provided for in the current financing
agreement. The extension will be for the same amount and at the
same terms as the original arrangement. With the option periods
taken into account, the maturity of the financing agreement is
now in March 2026.
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Board of Directors’ Report and Consolidated Financial Statements 2022
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Formulas of financial and alternative key figures
Adjusted organic growth in net sales =
Growth in net sales excluding acquisitions and divestments adjusted by the number of working
days and exchange rate impact
EBITA = Operating profit + amortization of intangible assets
EBITA, adjusted = EBITA + items affecting comparability
EBITDA, adjusted =
EBITDA + items affecting comparability, in addition lease liabilities are treated as operating
leases, so lease expenses on the whole affect EBITDA
Items affecting comparability =
Items affecting comparability are primarily costs associated with M&A and integration,
restructuring as well as IPO readiness
Net debt =
Loans from financial institutions - cash and cash equivalents (Net debt does not include
lease liabilities)
Return on equity (ROE), % =
Profit for the period, prev. 12 months
Total shareholders’ equity, average
Return on capital employed (ROCE), % =
(Profit before taxes + financial expenses), prev. 12 months
(Balance sheet total – non-interest-bearing debt), average
Equity ratio, % =
Total shareholders’ equity
Balance sheet total
Net debt / EBITDA, adjusted =
Net debt
EBITDA, adjusted
Gearing, % =
Net debt
Total shareholders’ equity
Non-diluted earnings per share =
(Result for the period – non-controlling interest – dividend for the financial period to be
distributed taking tax impact into consideration)
Average weighted number of shares
Diluted earnings per share =
(Result for the period – non-controlling interest – dividend for the financial period to be
distributed taking tax impact into consideration)
Average diluted weighted number of shares
Earnings per share =
(Result for the period for continuing operations – non-controlling interest – dividend for
the financial period to be distributed taking tax impact into consideration)
Average weighted number of shares
Diluted earnings per share =
(Result for the period for continuing operations – non-controlling interest – dividend for
the financial period to be distributed taking tax impact into consideration)
Average diluted weighted number of shares
Full-time equivalent (FTE), average = Group personnel, full-time equivalent average during the period
Utilization rate = Number of project hours worked relative to the number of hours worked
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SITOWISE GROUP PLC
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CONSOLIDATED FINANCIAL STATEMENTS IFRS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
The notes are an integral part of the financial statements.
EUR thousand Note Jan 1 – Dec 31, 2022 Jan 1 – Dec 31, 2021
Net sales 2.1 204,414 179,334
Other operating income 2.3 288 976
Materials and services 2.4 -20,495 -14,589
Personnel expenses 2.5 -129,774 -115,696
Other operating expenses 2.6 -30,677 -24,064
Depreciation, amortization, and impairment 2.7 -10,594 -9,586
Operating result 13,162 16,376
Financial income 4.1 390 184
Financial expenses 4.1 -3,272 -6,270
Profit before taxes 10,280 10,290
Income taxes 6.2 -2,366 -2,388
Profit for the period 7,914 7,903
Attributable to:
Owners of the parent 7,847 7,827
Non-controlling interest 67 76
Profit for the period 7,914 7,903
Items that will not be reclassified to profit or loss
Recognition of change in the fair value of other investments
through comprehensive income
Items that may be reclassified to profit or loss
Change in translation difference -3,837 -204
Cash flow hedging, net of tax 63 0
Total for items in other comprehensive income -3,774 -149
Total comprehensive income 4,140 7,754
Comprehensive income attributable to:
Owners of the parent 4,073 7,678
Non-controlling interest 67 76
Earnings per share:
Earnings per share (EUR) 2.8 0.22 0.22
Diluted earnings per share (EUR) 0.22 0.22
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
The notes are an integral part of the financial statements.
EUR thousand Note Dec 31, 2022 Dec 31, 2021
Assets
Goodwill 3.2 157,620 135,193
Other intangible assets 3.2 10,224 7,940
Tangible assets 3.3 31,776 31,025
Other shares, similar rights of ownership, and receivables 4.2 1,931 1,865
Deferred tax assets 6.2 894 1,077
Total non-current assets 202,446 177,098
Trade and other receivables 3.4 61,564 52,099
Deferred tax assets 1,323 1,204
Cash and cash equivalents 4.2 15,390 19,353
Total current assets 78,278 72,656
Total assets 280,724 249,754
EUR thousand Note Dec 31, 2022 Dec 31, 2021
Shareholders’ equity and liabilities
Share capital 80 80
Fund for invested unrestricted equity 96,434 95,310
Fair value reserve 348 285
Translation difference -3,681 157
Retained earnings 23,440 18,840
Equity attributable to owners of the parent 116,621 114,672
Non-controlling interest 253 186
Total shareholders’ equity 116,874 114,858
Deferred tax liabilities 6.2 1,588 1,565
Financial liabilities 4.2 93,042 70,983
Other liabilities 0 12
Total non-current liabilities 94,630 72,560
Income tax liabilities 653 2,273
Financial liabilities 4.2 7,937 7,624
Provisions 3.5 981 1,428
Trade payable and other liabilities 3.6 59,649 51,010
Total current liabilities 69,219 62,336
Total shareholders’ equity and liabilities 280,724 249,754
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CONSOLIDATED CASH FLOW STATEMENT
The notes are an integral part of the financial statements.
EUR thousand Jan 1 – Dec 31, 2022 Jan 1 – Dec 31, 2021
Cash flow from operating activities:
Profit for the period 7,914 7,903
Adjustments
Income taxes 2,366 2,388
Depreciation, amortization, and impairment 10,594 9,586
Financial income and expenses 2,882 6,086
Other adjustments 297 154
Change in working capital
Increase (-) / decrease (+) in trade receivables and other receivables -6,424 -4,177
Increase (+) / decrease (-) in trade and other payables 5,047 878
Interest paid and other financial expenses -2,244 -2,430
Interest received and other financial income 185 186
Income taxes paid -4,558 -3,425
Net cash flows from operating activities 16,058 17,149
Cash flow from investing activities:
Investment in tangible and intangible assets
-3,665 -2,209
Acquisitions of subsidiaries, net of cash acquired -28,786 -19,900
Cash flow from investing activities
-32,450 -22,109
Cash flow from financing activities:
Payments from share issue 3,844 78,762
Listing expenses paid 0 -5,078
Share repurchase -2,720 -22
Dividends paid and capital repayments -3,545 -22,286
Withdrawal of loans 24,424 50,119
Repayment of loans -2,974 -72,753
Repayment of subordinated loan 0 -14,145
Payments of lease liabilities -6,131 -5,766
Cash flow from financing 12,899 8,831
Cash and cash equivalents at the start of the period 19,353 15,463
Change in cash and cash equivalents, increase (+) / decrease (-) -3,493 3,871
Impact of changes in foreign exchange rates -470 19
Cash and cash equivalents at the end of the period 15,390 19,353
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STATEMENT OF CHANGES IN CONSOLIDATED EQUITY
The notes are an integral part of the financial statements.
Equity attributable to owners of parent
EUR thousand
Share
capital
Fund for
invested
unrestricted
equity
Fair
value
reserve
Subordinated
loans
Translation
differences
Retained
earnings Total
Non-
controlling
interest
Total
shareholders’
equity
Shareholders’ equity
1 Jan 2022
Result for the period 7,847 7,847 67 7,914
Other comprehensive
income
Total comprehensive
income
Share issues 3,844 3,844 3,844
Share repurchase -2,720 -2,720 -2,720
Dividend distribution
and capital repayment
-3,545 -3,545 -3,545
Share-based incentive
schemes
Transactions with
owners
Shareholders’ equity
31 Dec 2022
Shareholders’ equity
1 Jan 2021
Result for the period 7,827 7,827 76 7,903
Other comprehensive
income
Total comprehensive
income
Fund increase 78 -78 0 0
Share issues 78,762 78,762 78,762
Costs related to IPO -2,049 -2,049 -2,049
Share repurchase -22 -22 -22
Dividend distribution
and capital repayment
-21,988 -298 -22,286 -22,286
Subordinated loan -14,145 -14,145 -14,145
Interest of subordinated
loans
-198 -198 -198
Share-based incentive
schemes
Transactions with
owners
Shareholders’ equity
31 Dec 2021
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PARENT COMPANY'S FINANCIAL STATEMENTS
SITOWISE GROUP PLC INCOME STATEMENT (FAS)
EUR Note Jan 1 – Dec 31, 2022 Jan 1 – Dec 31, 2021
Net sales 1 1,533,141.72 1,174,554.67
Other operating income 2 67,122.45 9,656,561.57
Personnel expenses 3 -1,360,293.04 -1,301,690.76
Depreciation, amortization, and impairment 4 -940,636.87 -699,224.22
Other operating expenses 5 -1,441,895.80 -797,911.32
Operating profit/loss -2,142,561,54 8,032,289.94
Financial income and expenses 6 -734,748.30 -313,381,84
Profit/loss before appropriations and taxes -2,877,309.84 7,718,908.10
Group contributions 7 2,884,000.00 1,938,000.00
Income taxes 8 -181.94 811.17
Profit for the period 6,508.22 9,657,719.27
SITOWISE GROUP PLC BALANCE SHEET (FAS)
EUR
Assets Note Dec 31, 2022 Dec 31, 2021
Non-current assets
Intangible assets 9 3,029,971.52 3,970,608.39
Holdings in Group companies 10 161,516,353,52 111,258,581,18
Other debtors 11 995,056.92 916,500.00
Non-current assets total 165,846,881.96 116,145,689.57
Current assets
Long-term receivables 12 19,000,000.00 0.00
Short-term receivables 13 3,888,749.59 34,156,441.11
Cash and cash equivalents 6,537,609.51 11,530,288.82
Current assets total 29,426,359.10 45,686,729.93
Assets total 195,273,241.06 161,832,419.50
EUR
Shareholders’ equity and liabilities
Shareholders’ equity 14
Share capital 80,000.00 80,000.00
Fund for invested unrestricted equity 98,483,862.37 97,359,714.88
Fair value reserve 78,556.92 0.00
Retained earnings 8,949,908.28 2,836,847.61
Profit (loss) for the period 6,508.22 9,657,719.27
Total shareholders’ equity 107,598,835.79 109,934,281.76
Liabilities 15
Non-current liabilities 71,000,000.00 49,500,000.00
Current liabilities 16,674,405.27 2,398,137.74
Liabilities total 87,674.405,27 51,898,137.74
Shareholders’ equity and liabilities total 195,273,241.06 161,832,419.50
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SITOWISE GROUP PLC: CASH FLOW STATEMENT (FAS)
EUR Jan 1 – Dec 31, 2022 Jan 1 – Dec 31, 2021
Cash flow from operating activities
Operating profit -2,142,561.54 8,032,290.00
Adjustments to operating profit 873,514.42 -8,957,337.35
Change in working capital -12,593,442.43 8,744,964.29
Dividends received and other financial income 192,865.57 65,731.61
Interest paid and other financial expenses -1,281,763.97 -1,612,678.72
Taxes paid 314,276.90 -1,298,419.93
Cash flow from operating activities -14,637,111.05 4,974,549.90
Cash flow from investing activities
Purchase and sale of shares in subsidiaries and associated companies -9,435,059.09 -9,512,842.74
Cash flow from investing activities -9,435,059.09 -9,512,842.74
Cash flow from financing
Share issue for consideration 3,844,237.00 78,762,480.50
Listing expenses paid 0.00 -5,078,019.42
Share repurchase -2,720,089.51 -22,125.72
Dividends paid and capital repayments -3,544,656.98 -22,285,645,79
Withdrawal of loans 22,500,000.00 50,500,000.00
Repayment of loans -1,000,000.00 -72,724,337.00
Repayment of subordinated loans 0.00 -14,145,180.00
Cash flow from financing 19,079,490.51 15,007,172.57
Cash received in mergers 134,231.53 0.00
Change in cash and cash equivalents -4,992,679.63 10,468,879.73
Cash and cash equivalents January 1 11,530,288.82 1,061,408.70
Cash and cash equivalents December 31 6,537,609.51 11,530,288.82
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
50
SITOWISE GROUP PLC: NOTES TO THE FINANCIAL STATEMENTS (FAS)
5 AUDIT FEES
Copies of Sitowise Group's consolidated financial statements
are available at Linnoitustie 6, FI-02600 Espoo, Finland.
1 NET SALES
Sitowise Group Plc`s net sales consist of management fees
charged to other group companies.
2 OTHER OPERATING INCOME
3 PERSONNEL EXPENSES
Management remuneration
More detailed information on the terms and conditions of the
CEO's contract can be found in Note 6.3.3 to the consolidated
financial statements.
The average number of personnel in the financial period 2022
was 3 (3). At the end of the financial period 2022, the number of
personnel was 3 (3).
6 FINANCIAL INCOME AND EXPENSES
7 APPROPRIATIONS
EUR 2022 2021
Net sales 1,533,142 1,174,555
Total 1,533,142 1,174,555
EUR 2022 2021
Merger profit 67,122 9,656,562
Total 67,122 9,565,562
EUR 2022 2021
Wages and salaries 1,185,820 1,128,274
Pension expenses 152,770 148,667
Other social security expenses 21,703 24,750
Total 1,360,293 1,301,691
EUR 2022 2021
Audit firm KPMG Oy Ab
Statutory audit 36,144 42,806
Tax advice and consulting 250,283 671,887
Total 286,427 714,693
EUR 2022 2021
Board of Directors 292,200 227,900
CEO 411,573 482,793
Total (basis of payment) 703,773 710,693
EUR 2022 2021
Group contributions received 2,884,000 1,938,000
Total 2,884,000 1,938,000
EUR 2022 2021
Intangible rights 2,462 0.00
Other long-term expenses 938,174 699,224
Total 940,637 699,224
EUR 2022 2021
Interest income
From Group companies 280,837 882,371
From others 73,842 149
Other financial income 280,118 0
Total 634,798 882,520
Interest expenses
To Group companies -79,858 -10,967
To others -1,097,182 -681,402
Other financial expenses -192,506 -503,533
Total -1,369,546 -1,195,902
Financial income and expenses total -734,748 -313,382
4 DEPRECIATION, AMORTIZATION, AND
IMPAIRMENT ACCORDING TO PLAN
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
51
9 INTANGIBLE ASSETS
9.1 MEASUREMENT OF FIXED ASSETS
Fixed assets are capitalized at direct acquisition cost. With regard
to machinery and equipment, the depreciation plan used is the
straight-line method of depreciation based on the economic
useful life:
• IT machinery and equipment 4 years
• Other machinery and equipment 5 years
Straight-line depreciation based on economic useful life is used
for intangible rights and long-term expenses, with the following
planned depreciation periods:
• Intangible rights 3–5 years
• Goodwill 10 years
• Long-term expenses 5–10 years
• Development expenses 5 years
10 INVESTMENTS
10.1 MEASUREMENT OF INVESTMENTS
Investments are measured at acquisition cost.
11 OTHER DEBTORS
11.1 SUBORDINATED LOANS
Sitowise Group Plc has given subordinated loans to its related
party company Fimpec Group Oy. The loans amounted to EUR
916,500 at the end of the financial period. The interest rate on
the subordinated loans is 8% p.a. The loans are subject to the
provisions of chapter 12 of the Finnish Limited Liability Companies
Act.
EUR 2022 2021
Holdings in Group companies
Acquisition cost January 1 110,953,081 58,698,178
Increase 50,563,272 52,254,903
Acquisition cost December 31 161,516,354 110,953,081
EUR 2022 2021
Other shares and participations
Acquisition cost January 1 305,500 0
Increase 0 305,500
Acquisition cost December 31 305,500 305,500
EUR 2022 2021
Other debtors
Subordinated loans 916,500 916,500
Fair value of the derivative 78,557 0
Total 995,057 916,500
EUR 2022 2021
Acquisition cost January 1 4,669,833 0
Increase 0 4,669,833
Acquisition cost December 31 4,669,833 4,669,833
Accumulated depreciation, amortization,
and impairment January 1
-699,224 0
Depreciation -940,637 -699,224
Accumulated depreciation, amortization,
and impairment December 31
-1,639,861 -699,224
Acquisition cost December 31 3,029,972 3,970,608
EUR 2022 2021
Long-term loan receivables from Group
companies
19,000,000 0
Total 19,000,000 0
Holding 2022 2021
Sitowise Holding II Oy 0% 0% (*
Sitowise Oy 100% 100%
Infracontrol AB 100% 100%
Infracontrol Espana SL 100%
Infracontrol Portugal Lda 100%
Infracontrol Denmark ApS 100%
Technology for Infrastructure Projects
Sweden Ab
(**
VVS-Kompetens Ab (***
Sitowise Sverige Ab
(Byggnadstekniska Byrån Ab)
100% 100% (****
Mavacon Mark & VA Consult Ab 100% 0%
E60 Elkonsult Aktiebolag 100% 0%
Convia Ingenjörsbyrå Ab 100% 0%
Convia Infrastructure Ab 49% 0%
(* Company merged with Sitowise Group Plc on December 31, 2021
(** Company merged with Sitowise Sverige Ab on November 1, 2022
(*** Company merged with Technology for Infrastructure Projects Sweden Ab
on March 4, 2022
(**** Company changed its name on November 3, 2022
12 LONG-TERM RECEIVABLES
8 DIRECT TAXES
EUR 2022 2021
Income taxes on ordinary activities for
the financial period
0 -123
Income taxes for the previous financial
period
-182 934
Total -182 811
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
52
EUR 2022 2021
Other accrued receivables 438,096 552,117
Accrued receivables from Group
companies
3,450,653 33,604,324
Total 3,888,750 34,156,441
13 SHORT-TERM RECEIVABLES
Calculation of distributable funds
14 SHAREHOLDERS’ EQUITY
16 GUARANTEES AND CONTINGENT
LIABILITIES
Assets pledged and off-balance sheet commitments and
arrangements on behalf of own and Group companies’ obligations
EUR 2022 2021
Share capital at the beginning of the
financial period
80,000 2,500
Increase in share capital 0 77,500
Share capital at the end of the financial
period
80,000 80,000
Fund for invested unrestricted equity at
the beginning of the financial period
97,359,715 40,662,779
Increase 1,124,147 56,696,935
Fund for invested unrestricted equity
at the end of the financial period
98,483,862 97,359,715
Fair value reserve at the beginning of the
financial period
0 0
Increase 78,557 0
Fair value reserve at the end of the
financial period
78,557 0
Retained earnings at the beginning of
the financial period
12,494,567 3,156,574
Distribution of dividends -3,544,659 -297,601
Shares repurchase 0 -22,126
8,949,908 2,836,848
Profit for the period 6,508 9,657,719
Total shareholders’ equity 107,598,836 109,934,282
EUR 2022 2021
Fund for invested unrestricted equity 98,483,862 97,359,715
Retained earnings 8,949,908 2,836,848
Profit/loss for the period 6,508 9,657,719
Total retained earnings 107,440,279 109,854,282
EUR 2022 2021
Leasing agreements
To be paid in the next financial period 22,888 9,417
To be paid later 17,814 0
Total 40,703 9,417
15 LIABILITIES
EUR
Non-current liabilities 2022 2021
Loans from financial institutions 72,000,000 50,000,000
transfer to short-term loans -1,000,000 -1,000,000
Total 71,000,000 49,000,000
EUR
Current liabilities 2022 2021
Repayment instalments of long-term
loans
1,000,000 1,000,000
Accounts payable 224,035 157,700
Interest debt 9,888 1,964
Corporate tax accrual 305,620 0
Earn-out liabilities 1,048,212 0
Other current liabilities Group 13,621,547 0
Other accrued expenses 465,104 1,238,474
Total 16,674,405 2,398,138
Major events after the closing date
Change in Sitowise’s largest shareholders
On 30 January 2023, Sitowise Group Plc received a notification in
accordance with the chapter 9, section 5 of the Finnish Securities
Markets Act from Handelsbanken Fonder AB, according to which
Handelsbanken Fonder AB’s direct holding of shares and votes in
the company increased to 5.05 percent on 27 January 2023.
According to the notification, Handelsbanken Fonder AB now
holds a total of 1,802,079 shares corresponding to 5.05 percent
of the company’s shares and votes.
Exercise of option periods provided for in the financing
agreement
Sitowise agreed with its lenders in February 2023 on the exercise
of the option periods provided for in the current financing
agreement. The extension will be for the same amount and at the
same terms as the original arrangement. With the option periods
taken into account, the maturity of the financing agreement is
now in March 2026.
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
53
SIGNATURES OF THE BOARD OF DIRECTORS AND
AUDITOR’S NOTE
Auditor’s note
A report on the audit has been issued today.
Helsinki, February 27, 2023
KPMG Oy Ab
Turo Koila
Authorized Public Accountant (KHT)
BOARD OF DIRECTORS’ PROPOSAL FOR THE DISTRIBUTION OF PROFIT
The parent company's profit for the financial period is EUR 6,508 and the company's distributable funds total EUR
107,440,279. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.10 per
share be paid and that the remaining distributable funds be retained in unrestricted equity.
SIGNATURES TO THE FINANCIAL STATEMENTS AND BOARD OF DIRECTORS’ REPORT
Espoo, February 27, 2023
Eero Heliövaara
Chair of the Board
Heikki Haasmaa
CEO
Leif Gustafsson Taina Kyllönen
Mirel Leino-Haltia Elina Piispanen
Petri Rignell Tomi Terho
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
54
Auditing
AUDITOR’S REPORT
To the Annual General Meeting of Sitowise Group Plc
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Sitowise Group Plc
(2767842-8) for the year ended 31 December 2022. The financial
statements comprise the consolidated statement of financial
position, statement of comprehensive income, statement of
changes in equity, cash flow statement and notes, including a
summary of significant accounting policies, as well as the parent
company’s balance sheet, profit and loss account, cash flow
statement and notes.
In our opinion
• the consolidated financial statements give a true and fair
view of the group’s financial position, financial performance
and cash flows in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU
• the financial statements give a true and fair view of the parent
company’s financial performance and financial position in
accordance with the laws and regulations governing the
preparation of financial statements in Finland and comply with
statutory requirements.
Our opinion is consistent with the additional report submitted to
the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with good auditing
practice in Finland. Our responsibilities under good auditing
practice are further described in the Auditor’s Responsibilities for
the Audit of the Financial Statements section of our report.
We are independent of the parent company and of the group
companies in accordance with the ethical requirements that are
applicable in Finland and are relevant to our audit, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements.
In our best knowledge and understanding, the non-audit
services that we have provided to the parent company and group
companies are in compliance with laws and regulations applicable
in Finland regarding these services, and we have not provided
any prohibited non-audit services referred to in Article 5(1) of
regulation (EU) 537/2014. The non-audit services that we have
provided have been disclosed in note 2.4.1 to the consolidated
financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Materiality
The scope of our audit was influenced by our application
of materiality. The materiality is determined based on our
professional judgement and is used to determine the nature,
timing and extent of our audit procedures and to evaluate the
effect of identified misstatements on the financial statements as a
whole. The level of materiality we set is based on our assessment
of the magnitude of misstatements that, individually or in
aggregate, could reasonably be expected to have influence on
the economic decisions of the users of the financial statements.
We have also taken into account misstatements and/or possible
misstatements that in our opinion are material for qualitative
reasons for the users of the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. The significant risks of material
misstatement referred to in the EU Regulation No 537/2014 point
(c) of Article 10(2) are included in the description of key audit
matters below.
We have also addressed the risk of management override of
internal controls. This includes consideration of whether there
was evidence of management bias that represented a risk of
material misstatement due to fraud.
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
55
Responsibilities of the Board of Directors and the Managing
Director for the Financial Statements
The Board of Directors and the Managing Director are responsible
for the preparation of consolidated financial statements that give
a true and fair view in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU, and of financial
statements that give a true and fair view in accordance with
the laws and regulations governing the preparation of financial
statements in Finland and comply with statutory requirements.
The Board of Directors and the Managing Director are also
responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the Board of Directors
and the Managing Director are responsible for assessing the
parent company’s and the group’s ability to continue as a going
concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting. The
financial statements are prepared using the going concern basis
of accounting unless there is an intention to liquidate the parent
company or the group or cease operations, or there is no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with good auditing practice will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on
the basis of the financial statements.
As part of an audit in accordance with good auditing practice,
we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT
Net sales (Accounting principles and note 2.2 to the consolidated financial statements)
Revenues arise from provision of services to customers in accordance
with customer contracts, with the total net sales of EUR 204 million.
The 5-step model is applied to revenue recognition, which identifies the
contract and performance obligations, determines the transaction price
and allocates it to the performance obligations. Revenue is recognized as
the performance obligation is satisfied and only in an amount that reflects
the consideration to which the Group expects to be entitled in exchange
for the services provided to the customer.
Revenue reporting involves the risk of inappropriate timing or amount
(value) of revenue recognition due to management estimates and the
large number of invoicing transactions.
We evaluated the company's revenue recognition and accounting
policies in relation to the principles defined under IFRS standards.
We tested the effectiveness of key internal controls aimed at ensuring
the completeness and appropriate timing of revenue reporting.
Furthermore, we performed substantive audit procedures and control
testing related to the completeness and timing of revenue recognition.
We compared the total revenue estimates for the customer projects
accounted for on the basis of progress measurement with the
underlying customer contracts. In addition, we analyzed forecast
and actual project costs and project margins. We also considered the
process of updating cost estimates and completion rates and assessed
its appropriateness.
Valuation of goodwill (Accounting principles and note 3.2 to the consolidated financial statements)
Goodwill of EUR 157 million represents a significant part, 56%, of the
consolidated balance sheet total.
Goodwill is tested for impairment annually and whenever there is any
indication that the goodwill may be impaired. If any such indication
exists, the recoverable amount of the asset is estimated. The recoverable
amount is determined based on value in use. The preparation of goodwill
impairment testing requires estimates be made about the future.
Management estimates and associated critical uncertainties relate to the
components of the calculation of recoverable amount, which include the
discount rate, terminal growth rate, and the development of net sales and
operating profit, including cost levels for the company.
Due to the significance of the carrying amount and significant
management judgments involved in the forecasts, valuation of goodwill is
considered a key audit matter.
We critically assessed the management fundamentals and assumptions
underlying the cash flow projections for the coming years.
We utilised our own valuation specialists that assessed the
appropriateness of the discount rate, the technical accuracy of the
calculations and the assumptions used in relation to market and
industry information.
In addition, we considered the appropriate presentation of the
disclosures on goodwill impairment testing in the financial statements.
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
56
• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the parent company’s or the
group’s internal control.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of the Board of Directors’
and the Managing Director’s use of the going concern basis of
accounting and based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions
that may cast significant doubt on the parent company’s or the
group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in
the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the parent
company or the group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions
and events so that the financial statements give a true and fair
view.
• Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within
the group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Other Reporting Requirements
Information on our audit engagement
We were first appointed as auditors by the Annual General
Meeting in 2018, and our appointment represents a total period of
uninterrupted engagement of 5 years.
Sitowise Group Plc has been a public interest entity since 25
March 2021.
Other Information
The Board of Directors and the Managing Director are responsible
for the other information. The other information comprises the
report of the Board of Directors and the information included in
the Annual Report, but does not include the financial statements
and our auditor’s report thereon. We have obtained the report of
the Board of Directors prior to the date of this auditor’s report, and
the Annual Report is expected to be made available to us after
that date. Our opinion on the financial statements does not cover
the other information.
In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated. With respect to the report of the Board of
Directors, our responsibility also includes considering whether the
report of the Board of Directors has been prepared in accordance
with the applicable laws and regulations.
In our opinion, the information in the report of the Board of
Directors is consistent with the information in the financial
statements and the report of the Board of Directors has been
prepared in accordance with the applicable laws and regulations.
If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report in this regard.
Helsinki, 27 February 2023
KPMG OY AB
Turo Koila
Authorised Public Accountant, KHT
SITOWISE GROUP PLC
Board of Directors’ Report and Consolidated Financial Statements 2022
57
INDEPENDENT AUDITOR’S REASONABLE ASSURANCE REPORT ON SITOWISE GROUP PLC’S
ESEF FINANCIAL STATEMENTS
To the Board of Directors of Sitowise Group Plc
We have undertaken a reasonable assurance engagement in
respect of whether the consolidated financial statements for the
year ended 31 December, 2022 included in the digital financial
statements 743700HOHMOHAANHFF73-2022-12-31-en.zip of
Sitowise Group Plc (Business ID 2767842-8) have been marked
up with iXBRL markups in accordance with the requirements of
Article 4 of EU Delegated Regulation 2018/815 (ESEF RTS).
The Responsibility of the Board of Directors and Managing
Director
The Board of Directors and Managing Director are responsible
for preparing the report of the Board of Directors and financial
statements (ESEF financial statements) that comply with the
requirements of ESEF RTS. This responsibility includes:
• preparation of ESEF financial statements in XHTML format in
accordance with Article 3 of the ESEF RTS
• marking up the primary statements and the notes to
the consolidated financial statements, and the company
identification data included in the ESEF financial statements
with iXBRL tags in accordance with Article 4 of the ESEF RTS;
and
• ensuring consistency between ESEF financial statements and
audited financial statements.
The Board of Directors and the Managing Director are also
responsible for such internal control as they deem necessary to
prepare the ESEF financial statements in accordance with the
requirements of the ESEF RTS.
Auditor’s Independence and Quality Management
We are independent of the company in accordance with the
ethical requirements applicable in Finland, which apply to the
engagement we have performed, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
The auditor applies International Standard on Quality
Management ISQM 1, which requires the firm to design,
implement and operate a system of quality management
including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and
regulations requirements.
Auditor’s Responsibility
In accordance with the Engagement Letter our responsibility
is to express an opinion on whether the marking up of the
consolidated financial statements included in the ESEF financial
statements comply in all material respects with the Article 4 of the
ESEF RTS. We conducted our reasonable assurance engagement
in accordance with International Standard on Assurance
Engagements 3000.
The engagement involves procedures to obtain evidence
whether;
• the primary statements of the consolidated financial
statements included in the ESEF financial statements are, in
all material respects, marked up with iXBRL tags in accordance
with Article 4 of the ESEF RTS, and;
• whether the notes to the consolidated financial statements
and the company identification data included in the ESEF
financial statements data, have been marked up, in all material
respects, with iXBRL tags in accordance with Article 4 of the
ESEF RTS; and
• whether the ESEF financial statements and the audited
financial statements are consistent with each other.
The nature, timing and the extent of procedures selected depend
on practitioner’s judgement. This includes the assessment of the
risks of material departures from the requirements set out in the
ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Opinion
In our opinion, the primary statements of the consolidated
financial statements, the notes to the consolidated financial
statements and the company identification data included in the
ESEF financial statements of Sitowise Group Plc identified as
743700HOHMOHAANHFF73-2022-12-31-en.zip for the year
ended 31 December, 2022 are, in all material respects, marked up
in compliance with the ESEF Regulatory Technical Standard.
Our audit opinion on the audit of the consolidated financial
statements of Sitowise Plc for the year ended 31 December, 2022
is set out in our Auditor’s Report dated 27 February, 2023. In this
report, we do not express any audit opinion or other assurance
conclusion on the consolidated financial statements.
Helsinki 27 March, 2023
KPMG OY AB
Turo Koila
Authorised Public Accountant, KHT
Board of Directors’ Report and Consolidated Financial Statements 2022
SITOWISE GROUP PLC
58
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