News Tag: Corporate Information

Enersense International Plc (“Enersense” or “Company”) is correcting the notice to the Annual General Meeting (“General Meeting”) published on February 28, 2025, due to changes in the proposals made by Enersense’s Shareholders’ Nomination Board for the General Meeting as set forth below. The revised proposals by the Shareholders’ Nomination Board concern the sections of the General Meeting notice titled “11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses,” “12. Resolution on the number of Members of the Board of Directors,” and “13. Election of the Members of the Board of Directors.”

Corrected information:

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

The Shareholders’ Nomination Board proposes to the General Meeting that the fees to be paid to the members of the Board of Directors remains unchanged and be set as follows for the forthcoming term:

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

12. Resolution on the number of Members of the Board of Directors

According to the Company’s Articles of Association, the Board of Directors consists of at least three (3) and at most of eight (8) ordinary members.

The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors be composed of five (5) ordinary members.

13. Election of the Members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that, for the term of office ending at the end of the 2026 Annual General Meeting, Anders Dahlblom, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori be re-elected as Board members.

The Board of Directors elects a Chair from among its members. The Nomination Board recommends that the organisational meeting of the Board of Directors re-elect Anders Dahlblom as Chair of the Board of Directors.

All candidates have given consent to their election to office and, according to the Nomination Board’s assessment, all candidates are independent of the Company at the time of the submission of the proposal. Sari Helander, Carl Haglund, Anna Miettinen and Ville Vuori are in addition independent of significant shareholders. Anders Dahlbom is not independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of Nidoco AB.

Original information:

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

The Shareholders’ Nomination Board proposes to the General Meeting that the fees to be paid to the members of the Board of Directors remains unchanged and be set as follows for the forthcoming term:

• annual fee of EUR 42,000 for the Chair;
• annual fee of EUR 32,000 for the Vice Chair; and
• annual fee of EUR 27,000 for each member

12. Resolution on the number of Members of the Board of Directors

According to the Company’s Articles of Association, the Board of Directors consists of at least three (3) and at most of eight (8) ordinary members.

The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors be composed of six (6) ordinary members.

13. Election of the Members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that, for the term of office ending at the end of the 2026 Annual General Meeting, Anders Dahlblom, Sirpa-Helena Sormunen, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori be re-elected as board members.

The Board of Directors elects a Chair and a Vice Chair from among its members. The Nomination Board recommends that the organisational meeting of the Board of Directors re-elect Anders Dahlblom as Chair of the Board of Directors and Sirpa-Helena Sormunen as Vice Chair of the Board of Directors.

All candidates have given consent to their election to office and, according to the Nomination Board’s assessment, all candidates are independent of the Company at the time of the submission of the proposal. Sari Helander, Sirpa-Helena Sormunen, Carl Haglund, Anna Miettinen and Ville Vuori are in addition independent of significant shareholders. Anders Dahlbom is not independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of Nidoco AB.

Notice to the Annual General Meeting of Enersense International Plc in its entirety:

The shareholders of Enersense International Plc (“Enersense” or “Company”) are invited to the Annual General Meeting (“General Meeting”) to be held on Wednesday 16 April 2025 at 2:00 p.m. (EET) at Eliel studio in Sanomatalo at the address Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. Arrival is by the main doors on the Postitalo side, at street level, opposite the R-kiosk. The reception of persons who have registered for the meeting and the distribution of voting tickets and serving of coffee will commence at 1:00 p.m.

Shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in section C. of this General Meeting notice.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements for the financial period 1 January 2024 to 31 December 2024, the report of the Board of Directors and the auditor’s report

• CEO’s review

The financial statements of Enersense, which include the consolidated financial statements, the report of the Board of Directors, the sustainability statement, the auditor’s report and the assurance opinion on the sustainability reporting will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 26 March 2025.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds

The Board of Directors proposes to the General Meeting that the result for the financial period 1 January 2024 to 31 December 2024 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet to be adopted for the financial period, no dividends be paid to shareholders.

9. Resolution on the discharge of the members of the Board of Directors and the CEOs from liability for the financial period 1 January 2024 to 31 December 2024

10. Consideration of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2024 be approved. Pursuant to the Finnish Limited Liability Companies Act, the decision is advisory.

The remuneration report for governing bodies will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 26 March 2025.

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

The Shareholders’ Nomination Board proposes to the General Meeting that the fees to be paid to the members of the Board of Directors remains unchanged and be set as follows for the forthcoming term:

• annual fee of EUR 42,000 for the Chair; and

• annual fee of EUR 27,000 for each member

In addition, meeting fees are paid for each meeting of the Board of Directors and of committees:

• EUR 1,000 for Chairs of the Board of Directors and of committees; and

• EUR 500 for other members.

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

12. Resolution on the number of Members of the Board of Directors

According to the Company’s Articles of Association, the Board of Directors consists of at least three (3) and at most of eight (8) ordinary members.

The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors be composed of five (5) ordinary members.

13. Election of the Members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that, for the term of office ending at the end of the 2026 Annual General Meeting, Anders Dahlblom, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori be re-elected as Board members.

The Nomination Board has considered the requirements set by Enersense’s operations and Enersense’s diversity principles in preparing the composition of the Board of Directors.

Information on the proposed Board members is available on Enersense’s website at https://enersense.fi/investors/governance/general-meeting/.

The Board of Directors elects a Chair from among its members. The Nomination Board recommends that the organisational meeting of the Board of Directors re-elect Anders Dahlblom as Chair of the Board of Directors.

All candidates have given consent to their election to office and, according to the Nomination Board’s assessment, all candidates are independent of the Company at the time of the submission of the proposal. Sari Helander, Carl Haglund, Anna Miettinen and Ville Vuori are in addition independent of significant shareholders. Anders Dahlbom is not independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of Nidoco AB.

14. Resolution on the remuneration of the auditor

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the auditor’s remuneration be paid against the auditor’s reasonable invoice approved by the Audit Committee.

15. Election of the Auditor

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that audit firm KPMG Oy Ab, who have named Authorized Public Accountant Heli Tuuri as the principal auditor, be elected as the auditor. The term of office of the auditor ends at the close of the first Annual General Meeting following the election.

The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014). The Audit Committee hereby confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the General Meeting as regards the appointment of the auditor, has been imposed upon it.

16. Resolution on the remuneration of the sustainability reporting assurer

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the sustainability reporting assurer’s remuneration be paid against the sustainability reporting assurer’s reasonable invoice approved by the Audit Committee.

17. Election of the sustainability reporting assurer

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the sustainability audit firm KPMG Oy Ab be elected as the Company’s sustainability reporting assurer. The term of office the sustainability reporting assurer ends at the close of the first Annual General Meeting following the election.

KPMG Oy Ab has informed the Company that Authorized Public Accountant, Authorized Sustainability Auditor Heli Tuuri would act as the principally responsible sustainability reporting assurer.

18. Authorizing the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares

The Board of Directors proposes that the General Meeting authorize the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares as set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of some of the aforementioned instruments in one or more tranches on the following terms and conditions:

A maximum of 3,298,505 new and/or treasury shares of the Company (including shares to be issued based on special rights) may be issued under the authorization, which corresponds to approximately 20 per cent of all the shares in the Company’s shares at the time of the convocation of the General Meeting.

Within the limits of the foregoing authorization, the Board of Directors is given the right to decide on all terms and conditions for issuing shares and granting option rights and other special rights entitling to shares.

The Board of Directors is authorized to decide on the recording of the subscription price either as a share capital increase, or fully or partly in the reserve for invested unrestricted equity. A share issue and the issuance of special rights entitling to shares may also take place as a directed issue in deviation of the shareholder’s pre-emptive right if the Company has a weighty financial reason for this under the Limited Liability Companies Act (directed issue). In that case, the authorization can be used to finance corporate acquisitions or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure.

The authorization does not revoke the authorization granted by the Company’s Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

19. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares

The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares under the following conditions:

A maximum of 824,630 shares may be repurchased and/or accepted as pledge, which corresponds to approximately 5 percent of all the shares in the Company at the time of the convocation of the General Meeting.

The shares will be purchased in trading organized by Nasdaq Helsinki Ltd at the market price on the date of repurchase.

Own shares may be repurchased and/or accepted as pledge in deviation from the shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase of shares reduces the Company’s unrestricted equity. The Board of Directors shall decide on the manner in which the shares are repurchased/or accepted as pledge.

The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

20. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals for decisions on the matters on the agenda of the General Meeting as well as this notice are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. The financial statements, including the consolidated financial statements, the report of the Board of Directors, sustainability statement, the auditor’s report, the assurance opinion on the sustainability reporting as well as the remuneration report will also be available on the above website at the latest on 26 March 2025. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting. The minutes of the meeting will be available on the Company’s website by on Wednesday 30 April 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Shareholders who are on the record date of the General Meeting, 4 April 2025, registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy are entitled to attend the meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the shareholders’ register of the Company.

Registration for the General Meeting begins on 27 March 2025 at 2:00 p.m. (EET). Shareholders registered in the shareholders’ register of the Company, who wish to attend the General Meeting, must register for the meeting at the latest on 9 April 2025 at 3:00 p.m. (EET), by which time the Company must have received the registration. Registration for the General Meeting takes place:

a) through the Company’s website at the address www.enersense.com/investors/governance/general-meeting/. Electronic registration requires strong identification by the shareholder or their legal representative or proxy using a Finnish, Swedish or Danish banking code or mobile ID. If a legal person uses the Suomi.fi e-Authorization, registration requires strong electronic authentication of the authorized person by using a banking code or mobile ID.

b) by e-mail to Innovatics Oy at agm@innovatics.fi. When registering, the shareholder must include in the e-mail message the registration form and possible advance voting form available on the Company’s website www.enersense.com/investors/governance/general-meeting/, or corresponding information.

c) by letter to Innovatics Oy at the address Innovatics Oy, General Meeting / Enersense International Plc, Ratamestarinkatu 13 A, 00520 Helsinki. When registering, the shareholder shall enclose with the letter the registration form and possible advance voting form available on the Company’s website www.enersense.com/investors/governance/general-meeting/, or corresponding information.

Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

When registering, the requested information, such as the shareholder’s name, date of birth or business ID, address, telephone number and/or e-mail address as well as the name of a possible assistant or proxy representative and date of birth, telephone number and/or e-mail address of the proxy representative must be provided. The personal data provided will only be used in connection with the General Meeting and in processing the necessary registrations related to the meeting.

Further information related to registration and advance voting is available by telephone during the registration period for the General Meeting from Innovatics Oy from the telephone number 010 2818 909 on workdays at 9 a.m. to 12 noon (EET) and from 1 p.m. to 4 p.m. (EET)

The shareholder, their authorized representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the venue of the meeting.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares, on the basis of which the shareholder would, on the record date of the General Meeting, i.e. on 4 April 2025, be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The right to participate in the General Meeting further requires that, on the basis of such shares, the shareholder has been registered in the temporary shareholders’ register maintained by Euroclear Finland Ltd at the latest on 11 April 2025 by 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

Holders of nominee-registered shares are advised to request the necessary instructions regarding temporary registration in the shareholders’ register of the Company, issuing of proxy documents and voting instructions as well as registration and attendance at the General Meeting [and, if necessary, advance voting] from their custodian banks well before the meeting. The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting in the temporary shareholders’ register of the Company at the latest by the time stated above and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares .

The consideration of any voting instructions of a nominee-registered shareholder at the meeting requires that the shareholder has registered for the General Meeting and that the shareholder is present or represented at the meeting.

3. Proxy representative and proxy documents

A shareholder may participate in the General Meeting, and exercise their rights at the meeting, by way of proxy representation. A shareholder’s proxy representative may also elect to vote in advance as described in this notice if they so wish. Proxy representatives must identify themselves in the electronic registration service and for advance voting personally by strong identification, after which they will be able to register on behalf of the shareholder they represent and, where necessary, also to vote in advance. The shareholder’s proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilising the Suomi.fi e-Authorizations service available in the electronic registration service.

A model proxy authorization document will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ by 27 March 2025 at 2:00 p.m. (EET) at the latest. If a shareholder participates in a General Meeting through several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents shall be delivered primarily as attached files in connection with electronic registration or alternatively by mail to the address Innovatics Ltd, Annual General Meeting/Enersense International Plc, Ratamestarinkatu 13 A, 00520 Helsinki, or by e-mail to the address agm@innovatics.fi before the last date of registration. In addition to delivering the proxy documents, the shareholder or their proxy representative shall attend to the registration for the General Meeting as specified above in this notice.

4. Advance voting

A shareholder whose shares in the Company are registered in their personal Finnish book-entry account may vote in advance between 27 March 2025 at 2:00 p.m. (EET) and 9 April 2025 at 3 p.m. (EET) on certain items on the agenda of the General Meeting

a) via the Company’s website at www.enersense.com/investors/governance/general-meeting/. Login to the service is done in the same way as for registration in section C.1 of this notice.

b) by mail by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Enersense International Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

c) or by e-mail by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Oy by e-mail at agm@innovatics.fi.

Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration.

A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless they attend the General Meeting in person or by proxy at the meeting venue.

With respect to nominee-registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.

5. Other instructions and information

The language of the meeting is Finnish.

Pursuant to Chapter 5 Section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

On the date of this notice of the General Meeting, 7 March 2025, the total number of shares in Enersense International Plc, and votes represented by such shares, is 16,492,527.

In Pori on 7 March 2025

ENERSENSE INTERNATIONAL PLC
Board of Directors

Shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in section C. of this General Meeting notice.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements for the financial period 1 January 2024 to 31 December 2024, the report of the Board of Directors and the auditor’s report

– CEO’s review

The financial statements of Enersense, which include the consolidated financial statements, the report of the Board of Directors, the sustainability statement, the auditor’s report and the assurance opinion on the sustainability reporting will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 26 March 2025.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds

The Board of Directors proposes to the General Meeting that the result for the financial period 1 January 2024 to 31 December 2024 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet to be adopted for the financial period, no dividends be paid to shareholders.

9. Resolution on the discharge of the members of the Board of Directors and the CEOs from liability for the financial period 1 January 2024 to 31 December 2024

10. Consideration of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2024 be approved. Pursuant to the Finnish Limited Liability Companies Act, the decision is advisory.

The remuneration report for governing bodies will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 26 March 2025.

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

The Shareholders’ Nomination Board proposes to the General Meeting that the fees to be paid to the members of the Board of Directors remains unchanged and be set as follows for the forthcoming term:

• annual fee of EUR 42,000 for the Chair;

• annual fee of EUR 32,000 for the Vice Chair; and

• annual fee of EUR 27,000 for each member

In addition, meeting fees are paid for each meeting of the Board of Directors and of committees:

• EUR 1,000 for Chairs of the Board of Directors and of committees; and

• EUR 500 for other members.

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

12. Resolution on the number of Members of the Board of Directors

According to the Company’s Articles of Association, the Board of Directors consists of at least three (3) and at most of eight (8) ordinary members.

The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors be composed of six (6) ordinary members.

13. Election of the Members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that, for the term of office ending at the end of the 2026 Annual General Meeting, Anders Dahlblom, Sirpa-Helena Sormunen, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori be re-elected as board members.

The Nomination Board has considered the requirements set by Enersense’s operations and Enersense’s diversity principles in preparing the composition of the Board of Directors.

Information on the proposed board members is available on Enersense’s website at https://enersense.fi/investors/governance/general-meeting/.

The Board of Directors elects a Chair and a Vice Chair from among its members. The Nomination Board recommends that the organisational meeting of the Board of Directors re-elect Anders Dahlblom as Chair of the Board of Directors and Sirpa-Helena Sormunen as Vice Chair of the Board of Directors.

All candidates have given consent to their election to office and, according to the Nomination Board’s assessment, all candidates are independent of the Company at the time of the submission of the proposal. Sari Helander, Sirpa-Helena Sormunen, Carl Haglund, Anna Miettinen and Ville Vuori are in addition independent of significant shareholders. Anders Dahlbom is not independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of Nidoco AB.

14. Resolution on the remuneration of the auditor

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the auditor’s remuneration be paid against the auditor’s reasonable invoice approved by the Audit Committee.

15. Election of the Auditor

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that audit firm KPMG Oy Ab, who have named Authorized Public Accountant Heli Tuuri as the principal auditor, be elected as the auditor. The term of office of the auditor ends at the close of the first Annual General Meeting following the election.

The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014). The Audit Committee hereby confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the General Meeting as regards the appointment of the auditor, has been imposed upon it.

16. Resolution on the remuneration of the sustainability reporting assurer

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the sustainability reporting assurer’s remuneration be paid against the sustainability reporting assurer’s reasonable invoice approved by the Audit Committee.

17. Election of the sustainability reporting assurer

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the sustainability audit firm KPMG Oy Ab be elected as the Company’s sustainability reporting assurer. The term of office the sustainability reporting assurer ends at the close of the first Annual General Meeting following the election.

KPMG Oy Ab has informed the Company that Authorized Public Accountant, Authorized Sustainability Auditor Heli Tuuri would act as the principally responsible sustainability reporting assurer.

18. Authorizing the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares

The Board of Directors proposes that the General Meeting authorize the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares as set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of some of the aforementioned instruments in one or more tranches on the following terms and conditions:

A maximum of 3,298,505 new and/or treasury shares of the Company (including shares to be issued based on special rights) may be issued under the authorization, which corresponds to approximately 20 per cent of all the shares in the Company’s shares at the time of the convocation of the General Meeting.

Within the limits of the foregoing authorization, the Board of Directors is given the right to decide on all terms and conditions for issuing shares and granting option rights and other special rights entitling to shares.

The Board of Directors is authorized to decide on the recording of the subscription price either as a share capital increase, or fully or partly in the reserve for invested unrestricted equity. A share issue and the issuance of special rights entitling to shares may also take place as a directed issue in deviation of the shareholder’s pre-emptive right if the Company has a weighty financial reason for this under the Limited Liability Companies Act (directed issue). In that case, the authorization can be used to finance corporate acquisitions or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure.

The authorization does not revoke the authorization granted by the Company’s Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

19. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares

The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares under the following conditions:

A maximum of 824,630 shares may be repurchased and/or accepted as pledge, which corresponds to approximately 5 percent of all the shares in the Company at the time of the convocation of the General Meeting.

The shares will be purchased in trading organized by Nasdaq Helsinki Ltd at the market price on the date of repurchase.

Own shares may be repurchased and/or accepted as pledge in deviation from the shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase of shares reduces the Company’s unrestricted equity. The Board of Directors shall decide on the manner in which the shares are repurchased/or accepted as pledge.

The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

20. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals for decisions on the matters on the agenda of the General Meeting as well as this notice are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. The financial statements, including the consolidated financial statements, the report of the Board of Directors, sustainability statement, the auditor’s report, the assurance opinion on the sustainability reporting as well as the remuneration report will also be available on the above website at the latest on 26 March 2025. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting. The minutes of the meeting will be available on the Company’s website by on Wednesday 30 April 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Shareholders who are on the record date of the General Meeting, 4 April 2025, registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy are entitled to attend the meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the shareholders’ register of the Company.

Registration for the General Meeting begins on 27 March 2025 at 2:00 p.m. (EET). Shareholders registered in the shareholders’ register of the Company, who wish to attend the General Meeting, must register for the meeting at the latest on 9 April 2025 at 3:00 p.m. (EET), by which time the Company must have received the registration. Registration for the General Meeting takes place:

a) through the Company’s website at the address www.enersense.com/investors/governance/general-meeting/. Electronic registration requires strong identification by the shareholder or their legal representative or proxy using a Finnish, Swedish or Danish banking code or mobile ID. If a legal person uses the Suomi.fi e-Authorization, registration requires strong electronic authentication of the authorized person by using a banking code or mobile ID.

b) by e-mail to Innovatics Oy at agm@innovatics.fi. When registering, the shareholder must include in the e-mail message the registration form and possible advance voting form available on the Company’s website www.enersense.com/investors/governance/general-meeting/, or corresponding information.

c) by letter to Innovatics Oy at the address Innovatics Oy, General Meeting / Enersense International Plc, Ratamestarinkatu 13 A, 00520 Helsinki. When registering, the shareholder shall enclose with the letter the registration form and possible advance voting form available on the Company’s website www.enersense.com/investors/governance/general-meeting/, or corresponding information.

Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

When registering, the requested information, such as the shareholder’s name, date of birth or business ID, address, telephone number and/or e-mail address as well as the name of a possible assistant or proxy representative and date of birth, telephone number and/or e-mail address of the proxy representative must be provided. The personal data provided will only be used in connection with the General Meeting and in processing the necessary registrations related to the meeting.

Further information related to registration and advance voting is available by telephone during the registration period for the General Meeting from Innovatics Oy from the telephone number 010 2818 909 on workdays at 9 a.m. to 12 noon (EET) and from 1 p.m. to 4 p.m. (EET)

The shareholder, their authorized representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the venue of the meeting.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares, on the basis of which the shareholder would, on the record date of the General Meeting, i.e. on 4 April 2025, be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The right to participate in the General Meeting further requires that, on the basis of such shares, the shareholder has been registered in the temporary shareholders’ register maintained by Euroclear Finland Ltd at the latest on 11 April 2025 by 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

Holders of nominee-registered shares are advised to request the necessary instructions regarding temporary registration in the shareholders’ register of the Company, issuing of proxy documents and voting instructions as well as registration and attendance at the General Meeting [and, if necessary, advance voting] from their custodian banks well before the meeting. The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting in the temporary shareholders’ register of the Company at the latest by the time stated above and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares .

The consideration of any voting instructions of a nominee-registered shareholder at the meeting requires that the shareholder has registered for the General Meeting and that the shareholder is present or represented at the meeting.

3. Proxy representative and proxy documents

A shareholder may participate in the General Meeting, and exercise their rights at the meeting, by way of proxy representation. A shareholder’s proxy representative may also elect to vote in advance as described in this notice if they so wish. Proxy representatives must identify themselves in the electronic registration service and for advance voting personally by strong identification, after which they will be able to register on behalf of the shareholder they represent and, where necessary, also to vote in advance. The shareholder’s proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilising the Suomi.fi e-Authorizations service available in the electronic registration service.

A model proxy authorization document will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ by 27 March 2025 at 2:00 p.m. (EET) at the latest. If a shareholder participates in a General Meeting through several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents shall be delivered primarily as attached files in connection with electronic registration or alternatively by mail to the address Innovatics Ltd, Annual General Meeting/Enersense International Plc, Ratamestarinkatu 13 A, 00520 Helsinki, or by e-mail to the address agm@innovatics.fi before the last date of registration. In addition to delivering the proxy documents, the shareholder or their proxy representative shall attend to the registration for the General Meeting as specified above in this notice.

4. Advance voting

A shareholder whose shares in the Company are registered in their personal Finnish book-entry account may vote in advance between 27 March 2025 at 2:00 p.m. (EET) and 9 April 2025 at 3 p.m. (EET) on certain items on the agenda of the General Meeting

a) via the Company’s website at www.enersense.com/investors/governance/general-meeting/. Login to the service is done in the same way as for registration in section C.1 of this notice.

b) by mail by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Enersense International Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

c) or by e-mail by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Oy by e-mail at agm@innovatics.fi.

Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration.

A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless they attend the General Meeting in person or by proxy at the meeting venue.

With respect to nominee-registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.

5. Other instructions and information

The language of the meeting is Finnish.

Pursuant to Chapter 5 Section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

On the date of this notice of the General Meeting, 28 February 2025, the total number of shares in Enersense International Plc, and votes represented by such shares, is 16,492,527.

In Pori on 28 February 2025

ENERSENSE INTERNATIONAL PLC
Board of Directors