News Tag: News

The Board of Directors of Enersense International Plc has decided to commence a repurchase of Enersense’s own shares (“buy-back programme”) on the basis of the authorization given by the Annual General Meeting held on 16 April 2025. The main terms of the buy-back programme are:

• The buyback programme will be carried out in accordance with the safe harbour procedure under Article 5 of the EU Market Abuse Regulation (EU No. 596/2014) and the Commission Delegated Regulation EU 2016/1052.
• The shares will be repurchased to be used as part of Enersense’s share-based incentive programmes, based on which the company has a weighty financial reason for repurchasing shares otherwise than in proportion to the shares owned by shareholders.
• The maximum number of shares to be repurchased is 100,000, corresponding to approximately 0,6 % of the total number of shares in the company. A maximum amount of EUR 500,000 can be used for the buy-back programme.
• The shares will be repurchased at the market price in public trading on Nasdaq Helsinki Ltd, using the company’s non-restricted equity and in compliance with the price and volume limits applicable under the safe harbour rules.
• The buy-back programme for own shares shall commence on 12 March 2026, at the earliest, and end by 30 June 2026, at the latest, provided that the proposed new authorisation on the repurchase of own shares is granted to the Board of Directors by the Annual General Meeting to be held on 1 April 2026.
• The Board of Directors of Enersense may suspend or terminate the programme before its scheduled end date in accordance with the EU Market Abuse Regulation.

Enersense appoints a third-party broker as the manager for the buy-back programme. The broker will make trading decisions independently, without influence from Enersense.
The total number of shares and votes in Enersense is 16,492,527 and currently Enersense holds a total of 187,713 own shares.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck
CEO

Further information:
Jyrki Paappa, CFO
Tel. +358 50 556 6512
jyrki.paappa@enersense.com

Media contacts:
Liisi Tamminen, Head of Communications and Sustainability
Tel. +358 44 222 5552
liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

The rewards will generally be paid partly in Enersense International Plc shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and statutory social security contributions arising from the rewards to the participants. In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment.

Performance Share Plan 2026–2028

The Performance Share Plan 2026–2028 consists of one performance period, covering the financial years 2026–2028. In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The potential rewards based on the plan will be paid after the end of the performance period, in spring 2029.

The rewards of the plan are based on the absolute total shareholder value increase of the company’s share for the financial years 2026–2028 and the Group’s EBITDA in euros for the financial years 2026–2028. In addition, the plan’s criteria include the promotion of sustainability initiatives, including the reduction of greenhouse gas emissions throughout the value chain, improving the carbon handprint in the offering and increasing the diversity of the personnel. The rewards to be paid based on the plan correspond to the value of a maximum total of 457,030 Enersense International Plc shares, also including the proportion to be paid in cash, calculated on the basis of the volume‑weighted average share price for January 2026.

Approximately 50 persons, including the CEO and other members of the Group Leadership Team, belong to the target group of the plan.

The CEO of Enersense International Plc and the member of the Group Leadership Team must own at least 50 per cent of the shares received as a net reward from the share-based incentive plans, until the value of the CEO’s shareholding in Enersense International Plc equals to his annual base salary of the preceding year, and until the value of other Group Leadership Team member’s shareholding in Enersense International Plc equals to 50 per cent of their annual base salary of the preceding year. Such number of Enersense International Plc shares must be held as long as the membership in the Group Leadership Team continues.

Restricted Share Plan 2026–2028

The share-based incentive plan 2026–2028 is intended for special situations, such as the recruitment or retention of an executive or key employee. The reward will be paid after the end of a 24–36-month vesting period.

The rewards to be allocated based on the Restricted Share Plan during the years 2026–2028 correspond to the value of a maximum total of 20 000 Enersense International Plc shares, also including the proportion to be paid in cash.

ENERSENSE INTERNATIONAL PLC
The Board of Directors

Further information:

Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 2225 552
liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Composition of the Board of Directors

The Shareholders’ Nomination Board proposes that the Board of Directors is composed of five (5) members.

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2027, Anders Dahlblom, Jan-Elof Cavander, Anna Miettinen and Jari Ålgars are re-elected as board members. In addition, the Shareholders’ Nomination Board proposes that Åsa Neving is elected as a new board member for the same period.

The current board member Sari Helander has announced that she is no longer available for re-election as member of the Board.

Åsa Neving (M.Sc Business Administration and Economics) has worked in various industries, and currently acting as interim CFO of Strukton Nordic. Previously, she has worked as CFO of Bravida Group from 2019–2025, CFO of Svevia Group from 2012–2019, and in several finance and business leadership positions at Vattenfall Group from 1996–2012. Neving has also served as a member of the Board of Directors of Adven Oy from 2017–2024. Åsa Neving’s CV is attached to this release.

The Board of Directors elects its Chair from among its members. The Shareholders’ Nomination Board recommends to the first meeting of the Board of Directors that Anders Dahlbom is re-elected as Chair of the Board of Directors.

The Shareholders’ Nomination Board suggests that the shareholders take a position on the composition of the Board of Directors as a whole. The Shareholders’ Nomination Board has considered the requirements set by Enersense’s strategy and operations, as well as the Board’s diversity principles, when preparing its proposals for the composition of the Board of Directors.

All candidates have given their consent to the position and the Nomination Board has assessed all candidates to be independent of the company at the time of submitting the proposal. In addition, Anna Miettinen, Åsa Neving, and Jari Ålgars are independent of any significant shareholders. Anders Dahlblom and Jan-Elof Cavander are not independent of one the company’s significant shareholder as they are working as COOs of Virala Oy Ab, the parent company of Nidoco AB.

Fees payable to the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be kept unchanged and are as follows:

• annual fee of EUR 42,000 for the Chair
• annual fee of EUR 27,000 for each member

The Shareholders’ Nomination Board also proposes that the meeting fees remain unchanged and be paid for each meeting of the Board of Directors and its committees as follows:

• EUR 1,000 for Chairs of the Board of Directors and committees
• EUR 500 for other members

Travel expenses are proposed to be reimbursed in accordance with the company’s current travel reimbursement policy.

Shareholders’ Nomination Board

The composition of Shareholders’ Nomination Board that prepared the proposals to 2026 Annual General Meeting is as follows: Chair, Alexander Ehrnrooth (Nidoco AB), Marjo Miettinen (Ensto Invest Oy) and Janne Vertanen (Verman Holding Oy).

The proposals of the Shareholders’ Nomination Board will be included in the notice to the Annual General Meeting to be published at a later date.

ENERSENSE INTERNATIONAL PLC
Liisi Tamminen
Head of Communications and Sustainability
 
More information: 
Alexander Ehrnrooth
Chair of the Nomination Board
Telephone: +358 9 6122340

Media contacts:
Liisi Tamminen, Head of Communications and Sustainability
Tel. +358 44 222 5552
liisi.tamminen@enersense.com

In its Disclosure Policy, Enersense no longer defines a specific threshold value above which orders and customer agreements are considered to create a disclosure obligation for the company. Instead, the assessment will be made on a case-by-case basis for each order and agreement. Enersense will classify its releases as stock exchange releases and press releases, and will no longer use investor news category. In addition, the company has made various technical updates and clarifications to different sections of the Policy.

The updated Disclosure Policy will take effect immediately and is published as an attachment to this release and on the company’s website at www.enersense.com. 
 
ENERSENSE INTERNATIONAL PLC

Liisi Tamminen
Head of Communications and Sustainability

Further information:
Liisi Tamminen, Head of Communications and Sustainability
Tel. +358 44 222 5552  
liisi.tamminen@enersense.com  

Distribution:  
Nasdaq Helsinki  
Key media  
www.enersense.com 

As previously announced by Enersense International Plc (“Enersense” or the “Company”) through a stock exchange release on December 4, 2025, the Board of Directors of the Company has resolved to amend the terms and conditions governing special rights relating to its convertible notes (the “Notes”), and to issue 40 additional special rights entitling to shares of the Company referred to in Chapter 10 Section 1 of the Finnish Companies Act. The resolutions were made on the basis of the authorization granted by the Extraordinary General Meeting held on December 23, 2022, to the extent applicable, and on the basis of the authorization granted by the Annual General Meeting held on April 16, 2025.

The additional special rights were issued in deviation from the shareholders’ pre-emptive rights (directed issue) for no consideration to the subscribers of the additional convertible capital notes (the “Subsequent Notes”) in a total nominal amount of EUR 4,000,000 issued as a tap issuance (the “Tap Issuance”) under the amended terms and conditions of the Notes. The special rights are attached to the Subsequent Notes and cannot be separated from the Subsequent Notes.

Following the execution of the Tap Issuance, the total nominal amount of the Notes issued under the amended terms and conditions of the Notes is EUR 30,000,000. The maximum number of new shares to be issued based on the special rights attached to the Notes is 4,285,714 shares.

The amendments to the terms and conditions governing special rights and the additional special rights entitling to shares have been registered in the Finnish Trade Register today on December 5, 2025.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck

CEO

Further information:

Jyrki Paappa
CFO
Tel. +358 50 556 6512 
Email: jyrki.paappa@enersense.com

Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Following the passing of the Proposal, Enersense has resolved to issue additional convertible capital notes (the “Subsequent Notes”) in the aggregate nominal amount of EUR 4,000,000 to selected professional investors as a tap issuance under the amended terms and conditions of the Notes (the “Tap Issuance”). The net proceeds of the Tap Issuance will be used for general corporate purposes. The issue date of the Subsequent Notes is expected to be on or about December 11, 2025 and the issue price will be 100%.

Pursuant to the amended terms and conditions of the Notes, the Subsequent Notes will initially bear a fixed coupon, payable semi-annually in arrears. The coupon will be 7.0% per annum until January 15, 2026 and, thereafter, 8.0% per annum until January 15, 2029. From January 15, 2029 onwards, interest on the Subsequent Notes will be determined by reference to the 3-month Euribor plus a margin of 10.708% per annum, payable quarterly in arrears.

In connection with the execution of the Tap Issuance, the Board of Directors of the Company has, based on the authorization granted by the Annual General Meeting held on April 16, 2025, resolved to issue 40 special rights entitling to shares of the Company referred to in Chapter 10 Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the conversion of the Subsequent Notes into shares in accordance with the amended terms and conditions of the Notes. The special rights were issued in deviation from the shareholders’ pre-emptive rights (directed issue) for no consideration to the subscribers of the Subsequent Notes in the Tap Issuance. The special rights are attached to the Subsequent Notes and cannot be separated from the Subsequent Notes.

A special right is attached to each Subsequent Note with a nominal value of EUR 100,000. Each special right entitles to 14,285.71 (not exact number) new shares of the Company. The initial conversion price per share has been set at EUR 7.00 as set forth in the amended terms and conditions of the Notes. Based on the initial conversion price, the conversion of all the Subsequent Notes would result in the issue of a maximum of 571,428 new shares in the Company, representing in total approximately 3.5% of the current total amount of shares in the Company (approximately 3.3% on a fully diluted basis). Adjustments may be made to the conversion price, as further described in the amended terms and conditions of the Notes. Should adjustments be made to the conversion price, requiring an increase of the number of shares to be issued, a separate resolution will be made as required by the Finnish Companies Act to increase of the number of shares.

The Board of Directors considered that there are weighty financial reasons for the issuance of special rights in respect of the Subsequent Notes in the Tap Issuance, because the execution of the Tap Issuance strengthens the Company’s balance sheet, prolongs its maturity profile and supports the refinancing of the Company’s other debt financing facilities.

No application has been made or is currently contemplated to be made to list the Subsequent Notes or admit them to trading on any market. The additional special rights entitling to shares are expected to be registered in the Finnish Trade Register in early December.

Following the execution of the Tap Issuance, the total nominal amount of the Notes issued under the amended terms and conditions of the Notes is EUR 30,000,000. The maximum number of new shares to be issued based on the special rights attached to the Notes is 4,285,714 shares.

Nordea Bank Abp is acting as the Lead Arranger and Bookrunner and Danske Bank A/S as the Arranger and Bookrunner for the Tap Issuance.

“The completed financing arrangement for approximately three years has a significant positive impact on Enersense’s financial position and its ability to implement the lifecycle partner strategy published in the summer. I would like to thank our financiers for their trust in our company’s operations. Taking into account the effect of the financing arrangement, unofficial pro forma figures at the end of September 2025 (figures reported in the January–September Business Review in parentheses) would have been: interest-bearing net debt EUR 8.9 (38.5) million, net gearing 14.0 (98.9) percent, and equity ratio 37.6 (22.9) percent,” says Kari Sundbäck, CEO of Enersense.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck
CEO

Further information:

Jyrki Paappa
CFO
Tel. +358 50 556 6512 
Email: jyrki.paappa@enersense.com

Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Important Information

No action has been taken by Enersense, Nordea Bank Abp, Danske Bank A/S or any of their respective affiliates that would permit an offering of the Notes or the Company’s shares (each a “Security” and together, the “Securities”) or possession or distribution of this announcement or any offering or publicity material relating to the Tap Issuance or the Securities (together, the “Offer Materials”) in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement or any other Offer Materials comes are required by the Company, Nordea Bank Abp and Danske Bank A/S to inform themselves about, and to observe, any such restrictions.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or to any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Notes to any person in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or in any other jurisdiction.

This announcement and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security nor a recommendation to buy or sell any Security.

An investment in the Securities includes a risk. Any decision to purchase any of the Securities should only be made on the basis of an independent review by a prospective investor of the Company’s publicly available information and the terms and conditions of the Securities. Each person receiving this announcement, or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment. Neither Nordea Bank Abp, Danske Bank A/S nor any of their respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this stock exchange release or any other Offer Materials or the Company’s publicly available information. The information contained in this announcement, or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the Notes.

Nordea Bank Abp and Danske Bank A/S are acting on behalf of the Company and no one else in connection with the Securities and will not be responsible to any other person for providing the protections afforded to clients of Nordea Bank Abp and Danske Bank A/S or for providing advice in relation to the Securities.

Potential investors who are in any doubt about the contents of this announcement or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of Securities and the income from them can go down as well as up.

This announcement may include statements that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Enersense Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, Nordea Bank Abp, Danske Bank A/S and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.

THIS ANNOUNCEMENT AND THE TAP ISSUANCE WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AND THE UNITED KINGDOM (THE “UK”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION “PROSPECTUS REGULATION” MEANS, IN THE CASE OF THE EEA, REGULATION (EU) 2017/1129 AND, IN THE CASE OF THE UK, REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE “EUWA”).

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS, IN THE UK, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF UK MiFIR. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION”) OR THE PRIIPS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA (THE “UK PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS STOCK EXCHANGE RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON IN THE UNITED KINGDOM BY PERSONS WHO ARE NOT RELEVANT PERSONS.

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE NOTES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE NOTES.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE NOTES.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE COMPANY, NORDEA BANK ABP OR DANSKE BANK A/S MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THIS ANNOUNCEMENT HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED KINGDOM, OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS STOCK EXCHANGE RELEASE. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

The meeting of the holders of Enersense International Plc’s (“Enersense” or the “Company”) outstanding EUR 26,000,000 senior unsecured fixed rate 7.00% convertible notes due 2027 (ISIN FI4000541826) (the “Notes”) was held today on December 4, 2025 (the “Meeting”). The holders of the Notes resolved to approve the Company’s proposal on amending the terms and conditions of the Notes (the “Proposal”) in relation to the amendment of the Notes into a subordinated hybrid convertible bond (the “Amendments”). The Amendments have become effective immediately after the passing of the Proposal at the Meeting.

As compensation to the noteholders approving the Proposal, Enersense shall pay instruction fee to noteholders who submitted a valid voting instruction in favour of or against the Proposal prior to 4:00 p.m. (EET) on November 26, 2025. Such noteholders are eligible to receive a fee of 0.20 per cent of the principal amount of the Notes which are subject of the voting instructions (the “Instruction Fee”). The Instruction Fee shall be paid to eligible noteholders’ bank accounts as provided in the voting instructions no later than ten (10) business days after the Meeting.

The noteholders are requested to contact Nordea Bank Abp as the Lead Solicitation Agent and Danske Bank A/S as the Solicitation Agent (contact details below) for questions relating to the consent solicitation.

• Lead Solicitation Agent, Nordea Bank Abp, e-mail: nordealiabilitymanagement@nordea.com,

Attention: Nordea Liability Management, tel. +45 61612996

• Solicitation Agent, Danske Bank A/S, e-mail: liabilitymanagement@danskebank.dk,

Attention: Debt Capital Markets, tel. +45 3364 8851

In addition, Enersense expects to issue additional convertible capital notes in the aggregate nominal amount of up to EUR 4,000,000 in the near term. The additional convertible capital notes would be issued to selected professional investors as a tap issuance under the amended terms and conditions of the Notes. The net proceeds of the potential issuance of additional convertible capital notes would be used for general corporate purposes.

Amendments to the terms and conditions governing special rights

As announced on November 17, 2025, the Amendments also included the change in the initial conversion price from the current EUR 8.00 to EUR 7.00, representing a premium of approximately 57.9% to the arithmetic average of the volume weighted average price of Enersense’s shares on the official list of Nasdaq Helsinki Ltd on each of the 10 trading days prior to the launch of the consent solicitation, representing EUR 4.4329. Based on the initial conversion price, the conversion of all the Notes would result in the issue of a maximum of 3,714,285 new shares in the Company, representing in total approximately 22.5% of the current total amount of shares in the Company (approximately 18.4% on a fully diluted basis). The Board of Directors’ resolution to amend the initial conversion price, and as a consequence thereof, to increase the maximum number of new shares to be issued pursuant to the amended terms and conditions of the Notes, was made on the basis of the authorization granted by the Extraordinary General Meeting held on December 23, 2022, to the extent applicable, and on the basis of the authorization granted by the Annual General Meeting held on April 16, 2025.

The Board of Directors considered that there are weighty financial reasons for the amendment of the initial conversion price, because the implementation of the Amendments, taken as a whole, strengthens the Company’s balance sheet, prolongs its maturity profile and supports the refinancing of the Company’s other debt financing facilities, and is therefore in the best interests of the Company.

The amendments to the terms and conditions governing special rights are expected to be registered in the Finnish Trade Register in early December.

New Financing Arrangements

As announced on November 17, 2025, the Company has received credit commitments for new senior secured financing comprising of a EUR 16 million term loan and EUR 8 million revolving credit facility, both maturing in 2028. In addition, the new financing arrangements include committed guarantee lines amounting to EUR 40 million at maximum. Following the passing of the Proposal, the condition in the credit commitments of a positive outcome in the noteholder’s meeting has been met.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck

CEO

Further information:

Jyrki Paappa

CFO

Tel. +358 50 556 6512 

Email: jyrki.paappa@enersense.com

Liisi Tamminen

Head of Communications and Sustainability

Tel. +358 44 222 5552

Email: liisi.tamminen@enersense.com

Distribution:

Nasdaq Helsinki

Key media

www.enersense.com

Important Information

This announcement must be read in conjunction with the Notice. If any noteholder is in any doubt as to the contents of this announcement, the Notice or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of questions relating to tax consequences, immediately from its stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial adviser.

This announcement is for information purposes only, and neither this announcement nor the Notice constitutes an invitation to participate in the consent solicitation in respect of the Notes in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation in the consent solicitation under applicable securities laws. The distribution or publication of this announcement or the Notice may be restricted by law in certain jurisdictions, and Enersense provides that any person into whose possession this announcement or the Notice become inform themselves about, and observe, any such restrictions.

IMPORTANT – UK PRIIPs REGULATION – PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes have not been offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by the Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notice to Prospective Investors in the United Kingdom

The communication of the Notice and any other documents or materials relating to the Notes is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the UK. In the UK, the communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) any person falling within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Company, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated (all such persons together being referred to as “relevant persons”) in circumstances where Section 21(1) of the FSMA does not apply. The Notice is directed only at relevant persons and any person who is not a relevant person must not act or rely on this document or any of its contents. The Notice is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (as amended or superseded, the “UK Prospectus Regulation”). The Notice has been prepared on the basis that any offer of Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation and FSMA from the requirement to publish a prospectus for offers of the Notes.

Restrictions in the United States

The Proposal is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to holders or beneficial owners of the Notes who are located or resident in the United States, and the Notes may not be offered for participation in the Proposal by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or persons (including agents, fiduciaries or other intermediaries) acting for the account or benefit of persons located or resident in the United States. Accordingly, the Notice or materials related to the Notice are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including without limitation by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported participation in the Proposal resulting directly or indirectly from a violation of these restrictions will be invalid, and any participation or purported participation in the Proposal, made by a person located in the United States or any person (including any agent, fiduciary or other intermediary) acting for the account or benefit of persons located or resident in the United States will be invalid and will not be accepted. Failure to comply with these instructions may result in a violation of the applicable laws and regulations of the United States.

Each holder of the Notes participating in the Proposal will, among other things, represent that (i) it has not received or sent copies or originals of the Proposal or any other documents or materials related to the Proposal in, into or from the United States and has not otherwise utilised in connection with the Proposal, directly or indirectly, the mails of, or any means or instrumentality (including without limitation facsimile transmission, telex, telephone, email or other form of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States; and (ii) it is not located or resident in the United States and is not acting for the account or benefit of persons located or resident in the United States and is not participating in the Proposal from the United States.

This announcement or the Notice does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and as such neither the Notes nor any other security referenced in this announcement or in the Notice may be offered or sold in (and any consents are not being solicited from) the United States except pursuant to an applicable exemption from registration under the Securities Act. In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

This announcement may include statements that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Enersense Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Pursuant to the Proposal, the Notes would initially bear a fixed coupon, payable semi-annually in arrears. The coupon would be 7.0% per annum until January 15, 2026 and, thereafter, 8.0% per annum until January 15, 2029. From January 15, 2029 onwards, interest on the Notes would be determined by reference to the 3-month Euribor plus a margin of 10.708% per annum, payable quarterly in arrears. The contemplated amendment of the terms and conditions of the Notes also includes the change in the initial conversion price from the current EUR 8.00 to EUR 7.00, representing a premium of approximately 57.9% to the arithmetic average of the volume weighted average price of Enersense’s shares on the official list of Nasdaq Helsinki Ltd on each of the 10 trading days prior to the launch of the consent solicitation, representing EUR 4.4329. Based on the proposed initial conversion price, the conversion of all the Notes would result in the issue of a maximum of 3,714,285 new shares in the Company, representing in total approximately 22.5% of the current total amount of shares in the Company (approximately 18.4% on a fully diluted basis).

Enersense commences a consent solicitation process and convenes a meeting of noteholders to be held at 9:00 a.m. (EET) on December 4, 2025 at the offices of Nordea Bank Abp at the address Aleksis Kiven katu 5, FI-00500 Helsinki, Finland (the “Meeting”) to resolve on the Proposal. The notice of the Meeting (the “Notice”) is attached hereto. Nordea Bank Abp is acting as the Lead Solicitation Agent, Danske Bank A/S as the Solicitation Agent and Nordic Trustee Oy as the Tabulation Agent in the consent solicitation process.

Certain existing holders of the Notes, representing in aggregate approximately 80 per cent of the nominal amount of the Notes, are expected to support the Proposal.

In addition, subject to the passing of the Proposal, Enersense may consider the issuance of additional convertible capital notes in the aggregate nominal amount of up to EUR 4,000,000. The additional convertible capital notes would be issued to selected professional investors as a tap issuance under the amended terms and conditions of the Notes. The net proceeds of the potential issuance of additional convertible capital notes would be used for general corporate purposes.

New Financing Arrangements

In connection with the planned amendments to the terms and conditions of the Notes, the Company has received credit commitments for new senior secured financing comprising of a EUR 16 million term loan and EUR 8 million revolving credit facility, both maturing in 2028. The new financing arrangements and the planned amendments to the terms and conditions of the existing Notes will extend the maturity profile of the Company’s financing. The proceeds from the new financing arrangements will be utilised to refinance the Company’s existing borrowings and repay the existing payment arrangement with the tax administration. The validity of the new credit commitments for the new financing arrangements is contingent on the passing of the Proposal.

Consent Solicitation

In the consent solicitation process, Enersense will offer instruction fee to noteholders who submit a valid voting instruction in favour of or against the Proposal prior to 4:00 p.m. (EET) on November 26, 2025 (the “Instruction Fee Deadline”). Such noteholders are eligible to receive a fee of 0.20 per cent of the principal amount of the Notes which are subject of the voting instructions (the “Instruction Fee”).

A noteholder who (i) submits voting instructions received after the Instruction Fee Deadline, (ii) votes at the Meeting in person or by proxy or (iii) does not follow the procedure for submitting voting instructions set out in the consent solicitation memorandum will not be eligible to receive the Instruction Fee. No Instruction Fee shall be paid to such noteholders who do not vote prior to the Instruction Fee Deadline.

Payment of the Instruction Fee is subject to the resolution approving the Proposal being duly passed by the Meeting and having become effective in full in accordance with its terms. The Instruction Fee shall be paid to eligible noteholders’ bank accounts as provided in the voting instructions no later than ten (10) business days after the Meeting wherein the resolution approving the Proposal is passed.

Noteholders that are registered either as direct registered owners or as nominees of the Notes in the noteholders’ register maintained by Euroclear Finland Oy can participate and vote on the Proposal by submitting a voting instruction set out in Schedule 2 of the Notice attached hereto. Voting instructions should be sent by e-mail to Nordic Trustee Oy as the Tabulation Agent to:

• Tabulation Agent, Nordic Trustee Oy, e-mail: finland@nordictrustee.com,
  Attention: Miikka Häyrinen

Noteholders who are not direct registered holders of the Notes in the noteholders’ register maintained by Euroclear Finland Oy are advised to check with their account operator or other nominee the deadlines for receiving instructions in order for that noteholder to be able to submit a voting instruction or otherwise participate in the Meeting. The deadlines set by any account operator or other nominee for the submission of voting instructions will be earlier than the deadlines set out above.

Noteholders must own the relevant Notes on November 25, 2025 (the “Record Time”) and at the time of the Meeting in order for any voting instruction to be valid with respect to such Notes and in order to receive any Instruction Fee.

The noteholders will be notified of the results of the Meeting by stock exchange release as soon as reasonably practicable after the Meeting.

Noteholders are advised to carefully read the Notice attached hereto for full details of, and information on, the Proposal and the procedures for submitting voting instructions and otherwise voting on the Proposal. The details of the terms and conditions of the consent solicitation are set out in a separate consent solicitation memorandum, which will be made available to noteholders and may be requested from Nordea Bank Abp as the Lead Solicitation Agent and Danske Bank A/S as the Solicitation Agent at the following contact details:

• Lead Solicitation Agent, Nordea Bank Abp, e-mail: nordealiabilitymanagement@nordea.com,
  Attention: Nordea Liability Management, tel. +45 61612996
• Solicitation Agent, Danske Bank A/S, e-mail: liabilitymanagement@danskebank.dk,
  Attention: Debt Capital Markets, tel. +45 3364 8851

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

Further information:

Jyrki Paappa
CFO
Tel. +358 50 556 6512 
Email: jyrki.paappa@enersense.com

Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Attachments:
Notice of the noteholders’ meeting

Important Information

This announcement must be read in conjunction with the Notice. If any noteholder is in any doubt as to the contents of this announcement, the Notice or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of questions relating to tax consequences, immediately from its stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial adviser.

This announcement is for information purposes only, and neither this announcement nor the Notice constitutes an invitation to participate in the consent solicitation in respect of the Notes in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation in the consent solicitation under applicable securities laws. The distribution or publication of this announcement or the Notice may be restricted by law in certain jurisdictions, and Enersense provides that any person into whose possession this announcement or the Notice become inform themselves about, and observe, any such restrictions.

IMPORTANT – UK PRIIPs REGULATION – PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes have not been offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by the Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notice to Prospective Investors in the United Kingdom

The communication of the Notice and any other documents or materials relating to the Notes is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the UK. In the UK, the communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) any person falling within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Company, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated (all such persons together being referred to as “relevant persons”) in circumstances where Section 21(1) of the FSMA does not apply. The Notice is directed only at relevant persons and any person who is not a relevant person must not act or rely on this document or any of its contents. The Notice is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (as amended or superseded, the “UK Prospectus Regulation”). The Notice has been prepared on the basis that any offer of Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation and FSMA from the requirement to publish a prospectus for offers of the Notes.

Restrictions in the United States

The Proposal is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to holders or beneficial owners of the Notes who are located or resident in the United States, and the Notes may not be offered for participation in the Proposal by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or persons (including agents, fiduciaries or other intermediaries) acting for the account or benefit of persons located or resident in the United States. Accordingly, the Notice or materials related to the Notice are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including without limitation by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported participation in the Proposal resulting directly or indirectly from a violation of these restrictions will be invalid, and any participation or purported participation in the Proposal, made by a person located in the United States or any person (including any agent, fiduciary or other intermediary) acting for the account or benefit of persons located or resident in the United States will be invalid and will not be accepted. Failure to comply with these instructions may result in a violation of the applicable laws and regulations of the United States.

Each holder of the Notes participating in the Proposal will, among other things, represent that (i) it has not received or sent copies or originals of the Proposal or any other documents or materials related to the Proposal in, into or from the United States and has not otherwise utilised in connection with the Proposal, directly or indirectly, the mails of, or any means or instrumentality (including without limitation facsimile transmission, telex, telephone, email or other form of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States; and (ii) it is not located or resident in the United States and is not acting for the account or benefit of persons located or resident in the United States and is not participating in the Proposal from the United States.

The Notice does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and as such neither the Notes nor any other security referenced in the Notice may be offered or sold in (and any consents are not being solicited from) the United States except pursuant to an applicable exemption from registration under the Securities Act. In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

This announcement may include statements that are, or may be deemed to be, ”forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ”believes”, ”estimates”, ”plans”, ”projects”, ”anticipates”, ”expects”, ”intends”, ”may”, ”will” or ”should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Enersense Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.