Authorisations of the Board

Authorisation concerning share issues and the issue of option rights and other special rights entitling their holders to shares

On 19 March 2021, the Annual General Meeting of Enersense decided to authorise the Board of Directors to decide on share issues, as well as the issue of option rights and other special rights entitling their holders to shares in accordance with chapter 10, section 1 of the Limited Liability Companies Act, or combinations of all or some of the above, in one or more instalments on the following conditions:

Based on the authorisation, a maximum of 3,000,000 new shares in the company and/or treasury shares (including shares issued based on special rights) can be issued, which corresponded to around 31.42% of the total number of shares in the company at the time of the notice of the Annual General Meeting.

The Board was granted the right to decide, within the authorisation mentioned above, on the terms and conditions of the share issue, as well as the issue of option rights and special rights entitling their holders to shares. The Board was authorised to decide on the recognition of the subscription price, either as an increase in the share capital or in the invested unrestricted equity reserve, in part or in full.

The issue of shares and special rights can also be a directed issue in deviation from the shareholders’ pre-emptive rights if there is a weighty financial reason for this in accordance with the Limited Liability Companies Act (directed issue). In such a case, the authorisation can be used to finance acquisitions or other investments included in the company’s business operations, as well as to maintain and increase the Group’s solvency, implement incentive schemes, expand the ownership base and develop the capital structure.

The authorisation invalidates previous unused authorisations concerning share issues and the issue of option rights and special rights entitling their holders to shares. The authorisation is valid until the close of the next Annual General Meeting, but not beyond 30 June 2022.

Authorisation concerning the acquisition and/or acceptance as pledge of the company’s own shares

On 19 March 2021, the Annual General Meeting authorised the Board to decide on the acquisition and/or acceptance as pledge of the company’s own shares on the following conditions:

A maximum of 950,000 shares can be acquired and/or accepted as pledge. The shares must be acquired as part of trading organised by Nasdaq Helsinki Oy at the market price at the time of acquisition. The company’s own shares may be acquired and/or accepted as a pledge in a proportion other than that of the shareholders’ current holdings in the company (directed acquisition and/or acceptance as pledge). The acquisition and/or acceptance as pledge of shares will reduce the company’s unrestricted equity. The Board decides how the shares will be acquired and/or accepted as pledge.

The authorisation is valid until the close of the next Annual General Meeting, but not beyond 30 June 2022.