News Tag: Notice

The shareholders of Enersense International Plc (“Enersense” or “Company”) are invited to the Annual General Meeting (“General Meeting”) to be held on  Thursday 4 April 2024 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

1. Calling the meeting to order

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

1. Recording the legality of the meeting

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

1. Presentation of the financial statements for the financial period 1 January  2023 to 31 December 2023, which include the consolidated financial statements, 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 and the auditor’s report, will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ during week 10 at the latest. 

1. Adoption of the financial statements

1. 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 2023 to 31 December 2023 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.

In addition, the Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the distribution of funds to shareholders from the invested unrestricted equity reserve as a return of capital of at most EUR 0.10 per share, i.e. at most EUR 1,649,252.70 in total.  The return of capital could be paid in up to two instalments during the period between July and December 2024 as determined by the Board of Directors. The possible return of capital would be paid to shareholders who, on the record dates determined subsequently by the Board of Directors, are registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. The authorization is valid until 31 December 2024 at the latest.

1. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2023 to 31 December 2023
    
2. Consideration of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2023 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/ during week 10 at the latest.

1. Proposal of the Board of Directors for amending the Articles of Association

The Board of Directors proposes to the General Meeting that Article 5 and Article 8 of the Articles of Association be amended so that Article 5 is amended by increasing the maximum number of ordinary members of the Board of Directors by one, and Article 8 is amended to reflect the terminology of the Limited Liability Companies Act, among others by adding subsections concerning the processing of the remuneration report and the CSRD assurance provider and their election. After the amendments, the above-mentioned sections of the Articles of Association read as follows:

“5.  The company has a Board of Directors which consists of a minimum of three (3) and a maximum of eight (8) ordinary members.  The Board members’ term of office ends at the close of the first Annual General Meeting following their election.”

“8. The Annual General Meeting shall be held annually on a date determined by the Board of Directors, within six months from the end of the financial period.

At the Annual General Meeting shall be

presented

1. the financial statements, including the income statement and the balance sheet
2. the report of the Board of Directors
3. the auditor’s report
4. the remuneration report 

decided

5. the adoption of the financial statements
6. the use of the profit shown on the balance sheet
7. the discharge of the members of the Board of Directors and the Managing Director from liability
8. the adoption of the remuneration report
9. the remuneration of the members of the Board of Directors and the auditor
10. the number of members of the Board of Directors

elected

11. the members of the Board of Directors
12. the auditor, who is an authorised public accountant, or an accounting firm, whose principal auditor must be an authorised public accountant.
13. the CSRD assurance provider, which must be a sustainability auditing firm, and the key sustainability partner named by which must be a sustainability reporting auditor.”

1. 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 in the upcoming term of office will be:

• 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.

1. 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 seven (7) ordinary members, however, such that after the possible approval of the amendment of the Articles of Association mentioned in section 11 and its registration in the Trade Register, the Board of Directors of the Company shall consist of at least three (3) and at most eight (8) ordinary members.

The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors be composed of eight (8) ordinary members, the term of office of the new members of the Board of Directors beginning after the amendment of the Articles of Association proposed in section 11 has been entered in the Trade Register.

1. 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 2025 Annual General Meeting, Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander, Petri Suokas, Anna Miettinen and Carl Haglund be re-elected as board members, and Ville Vuori and Anders Dahlbom be elected as new board members. According to the proposal, the term of office of the new board members will begin after the amendment of the Articles of Association proposed in section 11 has been entered in the Trade Register.

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 Jaakko Eskola 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.  Sirpa-Helena Sormunen, Sari Helander, Petri Suokas, Carl Haglund, Anna Miettinen and Ville Vuori are in addition independent of significant shareholders. Jaakko Eskola is not independent of the Company’s significant shareholders as he holds the position of Senior Industrial Advisor at Nidoco AB.  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.

1. 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.

1. 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.

If KPMG Oy Ab is elected as the Company’s auditor, in accordance with the transitional provision of the Act amending the Companies Act (1252/2023), it will also act as the Company’s CSRD assurance provider for a term ending at the close of the Company’s next Annual General Meeting, and a fee for this duty will be paid according to an invoice approved by the Audit Committee.

1. 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 1 649 250 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 10 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 2025.

1. 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 2025.

1. 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 and the auditor’s report, as well as the remuneration report will also be available on the above website during week 10 at the latest.  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 Thursday 18 April 2024.

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, Thursday 21 March 2024, 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 1 March 2024 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 Tuesday 26 March 2024 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 include 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 e-mail address as well as the name of a possible assistant or proxy representative and date of birth 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 and from 1 p.m. to 4 p.m.

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 Thursday 21 March 2024, 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 28 March 2024 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 1 March 2024 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.

1. Advance voting

A shareholder whose shares in the Company are registered in their personal Finnish book-entry account may vote in advance between 1 March 2024 at 2:00 p.m. (EET) and 26 March 2024 at 3 p.m. (EET) on certain items on the agenda of the General Meeting

1. 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.
2. 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.
3. 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, 29 February 2024, the total number of shares in Enersense International Plc, and votes represented by such shares, is 16,492,527.

In Pori on 29 February 2024

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

Tommi Manninen, Senior Vice President, Communications and Public Affairs
Phone: +358 40 043 7515
Email: tommi.manninen@enersense.com

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com               

Notice is given to the shareholders of Enersense International Plc (“Enersense” or the “Company”) to the Annual General Meeting (the “General Meeting”) to be held on Tuesday 4 April 2023 at 2:00 p.m. (EET) at Hotel Haven, Auditorium, at the address Unioninkatu 17, FI-00130 Helsinki, Finland. The reception of persons who have registered for the meeting, the distribution of voting tickets and serving of coffee before the meeting will commence at 1:00 p.m. (EET) at the meeting venue.

The Company’s shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in this General Meeting notice in section “C. Instructions for the participants in the General Meeting”.

1. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize 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, which include the consolidated financial statements, the report of the Board of Directors and the auditor’s report for the financial period 1 January 2022 to 31 December 2022

 

–          CEO’s review

The financial statements of Enersense, which include the consolidated financial statements, the report of the Board of Directors and the auditor’s report, will be available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ during week 10 at the latest.

1. Adoption of the financial statements

 

1. Resolution on the use of the result 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 2022 to 31 December 2022 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, funds be distributed to shareholders from the invested unrestricted equity reserve of the Company as a return of capital of EUR 0.10 per share, i.e. EUR 1,649,253.10 in total. The return of capital shall be paid in two instalments.

The first instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the first instalment of the return of capital on 6 April 2023. The Board of Directors proposes that the first instalment of the return of capital shall be paid as from 5 May 2023.

The second instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date for the second instalment of the return of capital, as later decided by the Board of Directors. The Board of Directors will decide the record date and the payment date for the second instalment of the return of capital at its meeting to be held in October 2023. The record date for the second instalment of the return of capital is planned to be on 1 November 2023, and the payment date as from 8 November 2023.

According to the proposal, no dividend would be paid based on the balance sheet to be adopted for the financial period.

1. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2022 to 31 December 2022

 

1. Consideration of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2022 be approved. The resolution is advisory in accordance with the Finnish Companies Act.

The remuneration report will be available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ during week 10 at the latest.

1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be:

• annual fee of EUR 42,000 (40,000) for the Chair
   
• annual fee of EUR 32,000 (30,000) for the Vice Chair
   
• annual fee of EUR 27,000 (25,000) for each member

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

• 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.

1. 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 a maximum of seven (7) members.

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

1. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2024, Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander and Petri Suokas will be re-elected as board members, and Anna Miettinen and Carl Haglund will be elected as new board members. Current board members Herkko Plit and Päivi Jokinen will no longer continue as board members.

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

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

The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends the first meeting of the Board of Directors that Jaakko Eskola is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is elected as Vice Chair of the Board of Directors.

All candidates have given their consent to be elected for the duty and the Nomination Board assesses that all candidates are independent of the company at the time of submitting the proposal. In addition, Sirpa-Helena Sormunen, Sari Helander, Carl Haglund and Anna Miettinen are independent of any significant shareholders. Jaakko Eskola is not independent of one of the company’s significant shareholders as he holds the position of Senior Industrial Advisor at Nidoco AB. Petri Suokas is not independent of one of the company’s significant shareholders as he is a member of the Board of Directors of MBÅ Invest Oy.

1. Resolution on the remuneration of the auditor

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

1. Election of the auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that auditing firm KPMG Oy Ab be re-elected as the Company’s auditor. KPMG Oy Ab has notified the Company that Authorized Public Accountant Heli Tuuri would be the principally responsible auditor. The term of office of the auditor shall end at the end of the next 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.

1. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board of Directors to decide on the issuance of shares against payment as well as on the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10, section 1 of the Finnish Companies Act, or a combination of some or all of the above, under the following conditions:

A total maximum of 1,649,250 new and/or treasury shares of the Company may be issued under the authorization (including shares issued on the basis of special rights), which corresponds to approximately 10 percent of all the shares in the Company at the time of the convocation of the General Meeting.

Within the limits of the authorization, the Board of Directors is authorized to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares.

The Board of Directors is authorized to decide to record the subscription price either as an increase of the share capital, or wholly or partly to the reserve for invested unrestricted equity.

The issuances of shares and the issuance of special rights entitling to shares may also take place in deviation of the shareholders’ pre-emptive subscription right, if there is a weighty financial reason for the Company in accordance with the Finnish Companies Act (directed share issue). The authorization may then be used to finance acquisitions or other investments in the Company’s business, to maintain and increase the group’s financial solvency, to implement an incentive scheme as well as to expand the ownership base and develop the capital structure.

The authorization revokes the authorizations granted by the Annual General Meeting on 4 April 2022 and by the Extraordinary General Meeting of 10 November 2022 concerning the issuance of shares and the issuance of option rights and other special rights entitling to shares, but not the authorization granted by the Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is proposed to be valid until the end of the next Annual General Meeting, but no later than 30 June 2024.

1. 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 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 a price formed in public trading on the date of repurchase.

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

The authorization revokes previous authorizations granted by the general meeting to repurchase and/or pledge shares.

The authorization is proposed to be valid until the end of next Annual General Meeting, but no later than 30 June 2024.

1. Closing of the meeting

1. 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 https://enersense.com/investors/governance/general-meeting/. The financial statements, including the consolidated financial statements, the report of the Board of Directors and the auditor’s report, as well as the remuneration report will also be available on the above website during week 10 at the latest. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting. The minutes of the General Meeting will be available on the Company’s website on Tuesday 18 April 2023 at the latest.

1. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
    

1. Shareholders recorded in the shareholders’ register

Each shareholder that is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the record date of the General Meeting on 23 March 2023 has the right to participate in the General Meeting in accordance with the instructions presented below. Shareholders, whose shares are registered on their personal Finnish book-entry account (including equity savings account), is registered in the shareholders’ register of the Company.

Registration

A shareholder that is registered in the Company’s shareholders’ register and that wishes to participate in the General Meeting must register for the General Meeting at the latest by Wednesday 29 March 2023 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the General Meeting and the advance voting commence on Tuesday 28 February 2023 at 10:00 a.m. (EET). Additional information on the advance voting is presented below under section C.4.

Registration for the General Meeting takes place:

a. Through the Company’s website at the address:
https://enersense.com/investors/governance/general-meeting/

Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the General Meeting, authorize a proxy representative and vote in advance in one session. Strong electronic authentication takes place using personal Finnish online banking credentials or a mobile certificate.

For legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide their book-entry account number, Business ID and other required information. If a legal person uses a Suomi.fi e-Authorization, registration requires strong electronic authentication of the authorized person by using personal Finnish online banking credentials or a mobile certificate.

b. By email to yhtiokokous@enersense.com

When registering, the shareholder’s name, date of birth or Business ID, address, phone number and the name of the shareholder’s possible legal representative, proxy representative or assistant and the legal representative’s, proxy representatives or assistant’s date of birth must be provided. The personal data provided to Enersense or Euroclear Finland Oy are used only in connection with the General Meeting and with the processing of related registrations.

1. Holder of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on Thursday 23 March 2023. The right to participate in the General Meeting requires, in addition, that the shareholder based on such shares has been temporarily registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy at the latest by Thursday 30 March 2023, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting.

Holders of nominee-registered shares are advised to request without delay necessary instructions from their custodian regarding the temporary registration in the Company’s shareholder register, the issuing of proxy authorization documents and voting instructions and registration for the General Meeting. The account manager of the custodian must temporarily register a holder of nominee-registered shares that wishes to participate in the General Meeting in the Company’s shareholder register by the time stated above at the latest.

For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the General Meeting on the Company’s website, but they must be registered by their custodians instead.

1. Proxy representative and proxy authorization documents

Shareholders may participate in the General Meeting and exercise their rights at the General Meeting by way of proxy representation. Proxy representatives of a shareholder shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Should a shareholder participate in the General Meeting by means of several proxy representatives that represent the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

A model proxy authorization document will be available on the Company’s website at the address https://enersense.com/investors/governance/general-meeting/ by Tuesday 28 February 2023 at the latest.

Proxy authorization documents are requested to be delivered primarily as an attachment in connection with the registration for the General Meeting, or alternatively to the Company in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com, so that they are received before the end of the registration period. A proxy representative must be prepared to present the proxy document also at the meeting venue.

Shareholders that are legal persons may also, as an alternative to traditional proxy authorization document, use the electronic Suomi.fi authorization service. In this case, the legal person authorizes its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. When registering, authorized representatives must identify themselves in the general meeting service with strong electronic authentication, after which the electronic mandate is automatically verified. Strong electronic authentication takes place using personal Finnish online banking credentials or a mobile certificate. More information is available on the website www.suomi.fi/e-authorizations .

1. Advance voting

Shareholders that have a Finnish book-entry account (including equity savings account) may vote in advance on certain items on the agenda of the General Meeting during the period Tuesday 28 February 2023 at 10:00 a.m. (EET) – Wednesday 29 March 2023 at 4:00 p.m. (EET). In addition, account managers of custodians may vote in advance on behalf of holders of nominee-registered shareholders they represent in accordance with their voting instructions provided by them within the registration period set for nominee-registered shares.

A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

Shareholders that have voted in advance and that wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote at the General Meeting or to vote on any other proposals to be made at the meeting, must attend the General Meeting at the meeting venue in person or by way of proxy representation.

Advance voting is possible by the following means:

a) through the Company’s website at the address:

https://enersense.com/investors/governance/general-meeting/
 

For natural persons, the electronic voting in advance requires strong electronic authentication and the shareholder may register and vote in advance by logging in with personal Finnish online banking credentials or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information.

b) by email:

A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email to the address yhtiokokous@euroclear.eu.

The advance voting form is available on the Company’s website at the latest from Tuesday 28 February 2023 at 10:00 a.m. (EET) onwards. Representatives of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting.

If a shareholder participates in the General Meeting by sending votes in advance to Euroclear Finland Oy, the delivery of the votes before the end of the registration and advance voting period shall constitute due registration for the General Meeting, provided that the above-mentioned information required for registration and advance voting is also delivered.

Instructions relating to the electronic advance voting may also be found on the Company’s website at the address https://enersense.com/investors/governance/general-meeting/ at the latest from Tuesday 28 February 2023 onwards.

1. Other instructions and information

The language of the meeting is Finnish.

A shareholder present at the General Meeting has the right, under Chapter 5, section 25 of the Finnish Companies Act, to request information on matters considered at the meeting.

The information on the General Meeting required by the Finnish Companies Act and the Finnish Securities Market Act is available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ .

On the date of this notice to the General Meeting, 27 February 2023, the total number of shares in Enersense International Plc is 16,492,531, which represent the same number of votes. The Company holds no treasury shares.

Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder at the General Meeting.

In Pori, 27 February 2023

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

Tommi Manninen, Senior Vice President, Communications and Public Affairs

Phone: +358 40 043 7515

Email: tommi.manninen@enersense.com

 

DISTRIBUTION:

Nasdaq Helsinki

Major media

www.enersense.com                                                                    

 

Notice is given to the shareholders of Enersense International Plc (“Enersense” or the “Company”) to the Extraordinary General Meeting (“General Meeting”) to be held on Friday 23 December 2022 at 9:30 a.m. (EET) at Original Sokos Hotel Tripla Pasila, Fredikanterassi 1B, FI-00520 Helsinki, Finland, meeting room Eskola/Kaivola. The reception of persons who have registered for the meeting and the distribution of voting tickets before the meeting will commence at 9:00 a.m. (EET). The Company’s shareholders may exercise their shareholder rights also by voting in advance or by way of proxy representation.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize 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. Authorizing the Board of Directors to decide on the issuance of special rights entitling to shares

On 2 December 2022, the Company completed the offering of EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) which were subscribed for by professional investors and eligible counterparties. The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price per share of the Notes has been set at EUR 8.00, representing a conversion premium of approximately 32.1 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares”) on the official list of Nasdaq Helsinki Ltd on each of the 10 dealing days prior to the launch of the offering of the Notes, representing EUR 6.0573 (the “Market Reference Price”). The issue price of the Notes will be 100% of their nominal amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100% of their nominal amount at maturity. Closing is expected to occur on or about 12 December 2022 (the “Issue Date”).

The Notes will become convertible into Shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”), following which the Company will issue an appropriate notice to the noteholders.

If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the terms and conditions of the Notes, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the terms and conditions of the Notes. The maximum number of Shares (without any adjustments having been made to the conversion price) notionally underlying the initial issue size is 3,250,000 Shares, representing approximately 19.7 % of the Company’s current total amount of Shares (approximately 16.5 % on a fully diluted basis). The cash settlement right of the holders of the Notes will expire upon the Notes becoming convertible into Shares.

In order to effect the Shareholder Resolution and to enable the subsequent Board Resolution to issue special rights entitling to Shares, in accordance with the terms and conditions of the Notes, the Board of Directors proposes that the General Meeting would authorize the Board of Directors to decide, in one or several instalments, on the issuance of special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in respect of the Notes as follows.

The number of shares to be issued based on the special rights shall not exceed 3,575,000 Shares, which corresponds to approximately 21.7 % of all of the Shares in the Company (approximately 18.1 % on a fully-diluted basis).

The issuance of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The special rights would be granted, for no consideration, to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights would be attached to the Notes and could not be separated from the Notes.

In all other respects, in accordance with and subject to the terms and conditions of the Notes, the Board of Directors would decide on other conditions of the issuance of special rights entitling to shares.

The maximum number of Shares that may be issued based on the special rights under this authorization exceeds the number of Shares that would be issued if the Notes would be converted into Shares at the current conversion price. The excess number of special rights and Shares that may be issued is reserved for possible adjustments to the conversion price in accordance with the terms and conditions of the Notes and may not be issued for any other purpose. The Board of Directors considers that there are weighty financial reasons to issue the special rights in respect of the Notes as the issuance of the Notes allowed the Company to strengthen its financial position under financial and other terms (including the execution timetable) that would not, in the understanding of the Board of Directors, have been otherwise available. In addition, the capital raised through the issue of the Notes is expected to enable strategic investments by the Company. The Board of Directors also notes that the initial conversion price of the Notes per Share represented a premium of 32.1 % as compared to the above-mentioned Market Reference Price.

Certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy and Ensto Invest Oy, who together represent approximately 54.9 % of Enersense’s current total amount of Shares, have irrevocably agreed to vote in favour of the resolution to authorize the Board of Directors to decide on the issuance of special rights entitling to shares at the General Meeting.

This authorization does not revoke or replace any previous authorizations granted to the Board of Directors regarding the issuance of special rights entitling to shares.

1. Closing of the meeting

B. DOCUMENTS RELATED TO THE GENERAL MEETING

The resolution proposals for the decisions on the matters on the agenda of the General Meeting, the terms and conditions of the Notes as well as this notice are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. Other documents that are required, under the Finnish Companies Act, to be available to shareholders will be available on the aforementioned website at the latest as of 2 December 2022. The resolution proposals and other documents mentioned above will also be made available at the General Meeting. The minutes of the General Meeting will be available on the Company’s website at the latest as of Thursday 5 January 2023.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders entered in the shareholder register

Each shareholder who is, on Tuesday 13 December 2022, registered in the Company’s shareholder register maintained by Euroclear Finland Oy has the right to participate in the General Meeting in accordance with the below instructions. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholder register.

Registration

A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the General Meeting must register for the General Meeting at the latest by Tuesday 20 December 2022 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the Meeting and the advance voting starts on Monday 5 December 2022 at 10:00 a.m. (EET). Additional information on the advance voting is presented below under section C.4.

Registration for the General Meeting takes place:

a. Through the Company’s website www.enersense.com/investors/governance/general-meeting

Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the General Meeting or authorise a proxy representative in one session. Strong electronic authentication takes place using Finnish online banking codes or a Mobile ID.

For legal persons, strong electronic authentication is not required. However, shareholders that are legal persons must provide their book-entry account number, Business ID and other required information. If a legal person uses Suomi.fi e-Authorizations, registration requires strong electronic authentication from the authorised person using Finnish online banking codes or a Mobile ID.

b. By email to yhtiokokous@enersense.com

When registering, the shareholder’s name, personal identification number or Business ID, address, phone number and the name of the legal representative, proxy representative or assistant and the legal representative’s, proxy representatives or assistant’s personal identification number must be provided. The personal data given to Enersense International Plc by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

At the meeting venue, shareholders, their legal or proxy representatives or assistants must be able to prove their identity and/or their right to act as a representative.

2. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholder register maintained by Euroclear Finland Oy on Tuesday 13 December 2022. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Oy at the latest by Tuesday 20 December 2022, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and voting instructions and registration for the General Meeting from their custodian. The account manager of the custodian must register a holder of nominee-registered shares who wishes to participate in the General Meeting temporarily in the Company’s shareholder register by the time stated above at the latest.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights at the General Meeting by way of proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Should a shareholder participate in the General Meeting by means of several proxy representatives, who represent the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Proxy documents should be delivered to the Company in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com by the last date of registration. A proxy representative must be prepared to present the proxy document also at the meeting venue.

Shareholders that are legal persons may also use the electronic Suomi.fi authorisation service through Euroclear Finland Oy’s registration service instead of a conventional proxy document. In this case, the organisation authorizes its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. When registering, the representative must identify themselves with strong electronic authentication in Euroclear Finland’s general meeting service, after which the electronic mandate is automatically checked. Strong electronic authentication takes place using Finnish online banking codes or a Mobile ID. More information is available on the website suomi.fi/e-authorizations.

4. Advance voting

A shareholder who has a Finnish book-entry account may vote in advance on item 6 on the agenda of the General Meeting during the time period Monday 5 December 2022 at 10:00 a.m. (EET) until Tuesday 20 December 2022 at 4:00 p.m. (EET). In addition, the account manager of the custodian bank may vote in advance on behalf of holders of nominee registered shares represented by the account manager in accordance with their voting instructions within the registration period for nominee-registered shares. A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

Unless a shareholder voting in advance will be present in person or by proxy in the General Meeting, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote in the meeting.

Advance voting is possible by the following means:

a) through the Company’s website at the address www.enersense.com/investors/governance/general-meeting/

For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may vote by logging in with his/her Finnish online banking codes or a Mobile ID.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information.

b) by email

A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email at yhtiokokous@euroclear.eu.

The advance voting form is available on the Company’s website at the latest from Monday 5 December 2022 at 10:00 a.m (EET) onwards. A representative of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting.

If a shareholder participates in the General Meeting by sending votes in advance by email to Euroclear Finland Oy, the delivery of the votes before the end of the registration and advance voting period shall constitute due registration for the General Meeting, provided that it includes the above-mentioned information required for registration and advance voting.

Instructions relating to the electronic advance voting may also be found on the Company’s website at the address www.enersense.com/investors/governance/general-meeting/ at the latest from Monday 5 December 2022 onwards.

5. Other instructions and information

A shareholder who is present at the General Meeting has the right, under Section 25 of Chapter 5 of the Finnish Companies Act, to request information on matters dealt with by the meeting.

The information on the General Meeting required by the Finnish Companies Act and the Securities Market Act is available on the Company’s website www.enersense.com/investors/governance/general-meeting/.

On the date of this notice to the Extraordinary General Meeting, 2 December 2022, the total number of shares in Enersense International Plc is 16,492,531, which corresponds to the same number of votes.

Changes in shareholding after the record date do not affect the right to participate in the General Meeting or the number of voting rights held in the General Meeting.

In Pori, 2 December 2022

ENERSENSE INTERNATIONAL PLC                                                                    
BOARD OF DIRECTORS

For further information, please contact:

Jussi Holopainen, President and CEO
Phone: +358 44 517 4543
Email: jussi.holopainen@enersense.com

Media contacts:
Tommi Manninen, Senior Vice President, Communications and Public Affairs
Phone: +358 40 043 7515
Email: tommi.manninen@enersense.com

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Notice is given to the shareholders of Enersense International Plc (“Enersense” or “the Company”) to the Extraordinary General Meeting (“General Meeting”) to be held on Thursday 10 November 2022 at 13:00 p.m. (EET) at the restaurant Mekani at Konepajanranta 2 B, 28100 Pori, Finland. The reception of persons who have registered for the meeting, the distribution of voting tickets and coffee service before the meeting will commence at 12:00 noon.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the meeting

1. Calling the meeting to order

1. Election of persons to scrutinize the minutes and to supervise the counting of votes

1. Recording the legality of the meeting

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

1. Resolutions regarding the merger of Enersense International Plc and MBÅ Invest Oy

On 23 September 2022, Enersense announced the merger of Enersense’s and MBÅ Invest Oy’s businesses through an absorption merger as referred to in the Limited Liability Companies Act (624/2006, as amended, “Companies Act”), in accordance with which MBÅ Invest Oy will merge with Enersense. As a result of the merger, all of MBÅ Invest Oy’s assets and liabilities will transfer to Enersense without liquidation proceedings and MBÅ Invest Oy will be dissolved (“Merger”). MBÅ Invest Oy’s shareholders will receive as merger consideration Enersense’s new shares in proportion to their existing shareholdings.

The Merger will clarify Enersense’s ownership structure and enhance, in particular, the transparency of the share ownership of the Company’s executives. As part of the Merger, the number of Company shares held by MBÅ Invest Oy will be distributed as merger consideration to MBÅ Invest Oy’s shareholders; this is expected to increase the liquidity of the Enersense share and make the determination of its price more reliable. In addition, the Merger aims to engage Enersense’s key personnel who are MBÅ Invest Oy’s shareholders. All advisory costs related to the Merger shall be borne by MBÅ Invest Oy.

In order to complete the Merger, Enersense’s Board of Directors proposes to the Extraordinary General Meeting that it (i) resolve on MBÅ Invest Oy’s absorption merger into the Company in accordance with the merger plan (“Merger Plan”), dated 23 September 2022 and entered in the Trade Register thereafter on 23 September 2022, that was approved by the boards of Enersense and MBÅ Invest Oy and (ii) as part of the approval of the Merger, but contingent upon the completion of the Merger, approve the issue of Enersense’s new shares as merger consideration to the shareholders of MBÅ Invest Oy in accordance with the proposal included in the Merger Plan.

The following proposals of Enersense’s Board of Directors presented in section 6.1 form a single entity, the approval of all items of which shall be decided by a single resolution. The General Meeting can only accept or reject proposals according to the Merger Plan, but not change them.

The Merger as a whole and share issues to be given as merger consideration are conditional and enter into effect upon registration of the completion of the Merger. The Merger’s planned effective date is 1 April 2023. The effective date may change as presented in the Merger Plan.

6.1 Resolution on a merger

1. According to the Merger Plan, MBÅ Invest Oy will merge with the Company through an absorption merger such that all MBÅ Invest Oy’s assets and liabilities will transfer to Enersense without liquidation proceedings as described in more detail in the Merger Plan.

The Board of Directors of Enersense proposes that the Extraordinary General Meeting resolve on MBÅ Invest Oy’s merger into the Company in accordance with the Merger Plan.

1. The total number of the Company’s new shares received by the shareholders of MBÅ Invest Oy as merger consideration under the Merger Plan will be adjusted to match the total number of Company shares owned by MBÅ Invest on the Merger’s effective date (the “Total Amount of Merger Consideration”), however, such that the number of new Company shares to be issued as merger consideration may be a maximum of 2,253,072, which equals the number of Company shares owned by MBÅ Invest Oy on the date of the signing of the Merger Plan.

The distribution of the Total Amount of Merger Consideration among MBÅ Invest Oy’s shareholders (separately “Shareholder” and jointly “Shareholders”) is based on MBÅ Invest Oy’s ownership interest at the end of the day preceding the Merger’s Effective Date. As merger consideration, MBÅ Invest Oy’s Shareholders will receive, of the Total Amount of Merger Consideration, an amount of the Company’s new shares that corresponds to the Shareholder’s ownership interest in MBÅ Invest Oy at the end of the day preceding the Merger’s Effective Date (“Merger Consideration”). If the number of Company shares received by the Shareholder as Merger Consideration (for each book-entry account) is a fraction, the number of new Company shares to be given as Merger Consideration will be rounded down to the nearest whole share.

Sales of the Company’s shares by MBÅ Invest Oy before the completion of the Merger reduce the Total Amount of Merger Consideration by the same number of shares as MBÅ Invest Oy has sold the Company’s shares, and on the effective date, MBÅ Invest Oy is a net debt-free company.

1. Authorisation given to the board of directors to resolve on share issues and on the issue of option rights and other special rights entitling to shares

The Board of Directors proposes to the General Meeting that the General Meeting authorise the Board to resolve on a share issue against payment and on the issue of option rights and other special rights entitling to shares as referred to in Chapter 10, Section 1, of the Companies Act, or on combinations of all or some of the aforementioned in one or more instalments under the following conditions:

A maximum of 500,000 of the Company’s new and/or existing shares held by the Company (including shares to be issued based on special rights) can be issued based on the authorisation, the amount of which corresponds approximately to 3.1 per cent of all the Company’s shares on the date of the notice to the Annual General Meeting.

The Board of Directors is given the right to decide, within the limits of the aforementioned authorisation, all the conditions for issuing shares and granting option rights and other special rights entitling to shares.

The Board of Directors is authorised to resolve on the recording of the subscription price either as a share capital increase or fully or partially in the reserve for invested unrestricted equity.

A share issue and the issue of special rights entitling to shares can also take place as a directed issue in deviation from the shareholder’s pre-emptive right if there is a weighty financial reason for this under the Companies Act (directed issue). In this case, the authorisation can be used to finance M&As 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 authorisation does not annul previous unused authorisations regarding the issue of shares, option rights and special rights entitling to shares.

The authorisation is in effect until the end of next Annual General Meeting, however, until no later than 30 June 2023.

1. Amendment of Section 7 of the Articles of Association with respect to general meetings of shareholders arrangements

The Board of Directors proposes that an addition be made to the Articles of Association concerning participation in a General Meeting by means of a remote connection or completely without a physical meeting place. The addition concerning the change would be made to Section 7 of the Articles of Association.

The Board of Directors proposes that Section 7 of the Articles of Association be amended to read as follows:

“Notice of the Annual General Meeting (AGM) must be published on the company’s website no earlier than three (3) months and no later than three (3) weeks before the AGM, but always at least nine (9) days before the record date.

To participate in the AGM, shareholders must register with the company before the end of the registration period indicated in the notice of the meeting. The registration period can be set to expire no earlier than ten (10) days before the meeting, and it cannot be set to expire on a Sunday, Saturday, Midsummer’s Eve, New Year’s Eve or any other public holiday.

The AGM can be held in the company’s place of domicile or other Finnish location determined by the Board of Directors.

The Board of Directors can decide that participation in the AGM is also permitted such that a shareholder exercises their decision-making power using a remote connection and technical means before or during the General Meeting. The Board of Directors may also decide to arrange a General Meeting without a physical venue such that the shareholders exercise their full decision-making powers in real time using a remote connection and technical means during the meeting.”

1. Closing of the meeting

B. DOCUMENTS RELATED TO THE GENERAL MEETING

The Merger Plan and all resolution proposals 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/. Other documents that are required, under the Companies Act, to be available to shareholders will be available on the aforementioned website at the latest as of 26 September 2022. The resolution proposals and other documents mentioned above will also be made available at the General Meeting. A copy of the Notice to the Extraordinary General Meeting will be sent to shareholders upon request. The minutes of the General Meeting will be available on the Company’s website at the latest as of 17 November 2022.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders entered in the shareholder register

Each shareholder who is, on Monday 31 October 2022, registered in the Company’s shareholder register maintained by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholder register. A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the General Meeting must register for the General Meeting at the latest by 7 November 2022 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the General Meeting takes place:

1. Through the company’s website www.enersense.com/investors/governance/general-meeting

Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the General Meeting or authorise a proxy representative in one session. Strong electronic authentication takes place using banking codes or a Mobile ID.

For legal persons, strong electronic authentication is not required. However, shareholders that are legal persons must provide their book-entry account number, Business ID and other required information. If a legal person uses Suomi.fi eAuthorizations, registration requires strong electronic authentication from the authorised person using banking codes or a Mobile ID.

1. By email to yhtiokokous@enersense.com
2. During office hours (8:00–16:00) by phone at the number +358 50 486 7404; or
3. by post to the address: Enersense International Oyj / Yhtiökokous. Esterinportti 1, 00240 Helsinki, Finland.

When registering, the shareholder’s name, personal identity code (social security number) or Business ID, address and phone number, and the name of the legal representative or proxy representative and the representative’s or agent’s personal identity code (social security number) must be provided. The personal data given to Enersense International Plc by shareholders is used only in connection with the General Meeting and with the processing of related registrations.

At the meeting venue, shareholders, their proxy representatives or agents must be able to prove their identity and/or their right to act as a representative.

1. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholder register maintained by Euroclear Finland Oy on 31 October 2022. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Oy at the latest by Monday 7 November 2022, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account manager of the custodian bank must register a holder of nominee-registered shares who wishes to participate in the General Meeting temporarily in the Company’s shareholder register by the time stated above at the latest.

Further information regarding the EGM will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights at the Meeting through an agent. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives, who represent the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

Proxy documents should be delivered to the Company primarily in connection with electronic registration or as originals sent by mail to the Company’s address Enersense International Oyj/Yhtiökokous, Esterinportti 1, 00240 Helsinki, Finland, or in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com by the last date of registration.

Shareholders that are legal persons may also use the electronic Suomi.fi authorisation service instead of a conventional power of attorney. In this case, the organisation authorises its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. Strong electronic authentication takes place using banking codes or a Mobile ID. More information is available on the website suomi.fi/e-authorizations.

1. Other instructions and information

A shareholder who is present at the General Meeting has the right, under Section 25 of Chapter 5 of the Companies Act, to request information on matters dealt with by the meeting.

On the date of this notice to the Extraordinary General Meeting, 26 September 2022, the total number of shares in Enersense International Plc is 16,293,357, which corresponds to the same number of votes.

Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

In Pori, 26 September 2022

ENERSENSE INTERNATIONAL PLC                                                                     

BOARD OF DIRECTORS

For further information, please contact:

Jussi Holopainen, President and CEO
Phone: +358 44 517 4543
Email: jussi.holopainen@enersense.com

Media contacts:

Tommi Manninen, Senior Vice President, Communications and Public Affairs
Phone: +358 40 043 7515
Email: tommi.manninen@enersense.com

Distribution:

Nasdaq Helsinki Oy

Major media

www.enersense.com

The Annual General Meeting of Enersense International Plc (the “Company”) will be held on Monday 4 April 2022 starting at 14.00 at the headquarters of the Company at the address Konepajanranta 2, 28100 Pori Finland. The Company’s shareholders and their proxy representatives may participate in the General Meeting and exercise shareholder rights only by voting in advance and by asking questions and presenting possible counterproposals in advance in accordance with this notice. The Company’s shareholders and their proxy representatives may not participate in the General Meeting at the meeting venue. Instructions for shareholders are provided in section C of this notice and on the Company’s website.

The Board of Directors of the Company has resolved on exceptional meeting procedures based on temporary act (375/2021). In order to prevent the spread of the COVID-19 pandemic, the Company has resolved to take the measures allowed by said legislation so that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, the Company’s employees and other stakeholders.

The CEO’s and CFO’s address will be pre-recorded and published on the Company’s website at www.enersense.com/investors/governance/general-meeting/ on the date of this notice. Shareholders are requested to note that the pre-recorded address does not form a part of the Annual General Meeting or the official General Meeting material.

1. Matters on the agenda of the General Meeting

At the meeting, the following matters will be considered:

1. Opening of the meeting

1. Calling the meeting to order

Attorney Pauliina Tenhunen will serve as the chairperson of the meeting. In the event Pauliina Tenhunen is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint another person they deem the most suitable for the task.  

1. Election of the person to scrutinise the minutes and to supervise the counting of votes

Johanna Nurkkala, the general counsel of the Company, will serve as the person to scrutinise the minutes and supervise the counting of the votes. In the event Johanna Nurkkala is prevented from serving as the person to scrutinise the minutes and supervise the counting of votes for a weighty reason, the Board of Directors will appoint another person they deem the most suitable for the task.

1. Recording the legality of the meeting

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

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, sections 6 and 6 a of the Finnish Limited Liability Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.

1. Presentation of the financial statements, which include the consolidated financial statements, the Board of Directors’ report and the auditor’s report for the financial period 1 January 2021 to 31 December 2021

Because it is only possible to participate in the General Meeting by voting in advance, the financial statements published by the Company on 10 March 2022 and available on its website at www.enersense.com/investors/governance/general-meeting/, which include the consolidated financial statements, the Board of Directors’ report and the auditor’s report, will be deemed to have been presented to the General Meeting.

1. Adoption of the financial statements

1. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes that based on the balance sheet adopted for the financial period 1 January 2021 to 31 December 2021, a dividend of EUR 0.10 per share be paid from the distributable funds of the Company for the total amount of EUR 1,599,606.00. The dividend shall be paid in two instalments.

The first instalment, EUR 0.05 per share, shall be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date on 6 April 2022. The Board of Directors proposes that the first instalment of the dividend is paid on 6 May 2022.

The second instalment, EUR 0.05 per share, will be paid to shareholders who are registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date for the dividend payment, as later decided by the Board of Directors. The Board of Directors will decide the record date and the payment date for the second instalment at its meeting in October 2022. The record date is planned to be 1 November 2022, and the dividend payment date 8 November 2022 at the earliest.

1. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2021 to 31 December 2021

1. Consideration of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2021 be approved. The resolution is advisory in accordance with the Finnish Companies Act.

Because it is only possible to participate in the General Meeting by voting in advance, the remuneration report for governing bodies, published by the Company on 10 March 2022 at the latest and available on the Company’s website, will be deemed to have been presented to the General Meeting.

1. Consideration of the remuneration policy for governing bodies

Consideration of the remuneration policy of the Company’s governing bodies approved by the Board of Directors. The resolution is advisory in accordance with the Finnish Companies Act.

The remuneration policy is to be published by a stock exchange release on 10 March 2022 and is available on the Company’s website thereafter. Because it is only possible to participate in the General Meeting by voting in advance, the remuneration policy will be deemed to have been presented to the General Meeting.

1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that the following annual remuneration be paid to the members of the Board of Directors for the upcoming term of office:

• EUR 40,000 for the Chairperson of the Board of Directors;
• EUR 30,000 for the Deputy Chairperson of the Board of Directors; and
• EUR 25,000 for all other members of the Board of Directors.

In addition, the Shareholders’ Nomination Board proposes to the General Meeting that the following meeting fees be paid for each meeting of the Board of Directors and Board Committees:

• EUR 1,000 per meeting for the Chairperson of the Board of Directors and Chairpersons of the Board Committees; and
• EUR 500 per meeting for all other members of the Board of Directors and Board Committees.

Traveling expenses are proposed to be compensated in accordance with the Company’s policy on compensation of travel expenses in force at the time.
 

1. Resolution on the number of members of the Board of Directors

In accordance with the Articles of Association, the Board of Directors of the Company consist of at least three (3) and a maximum of seven (7) ordinary members.

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

1. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that Jaakko Eskola, Sirpa-Helena Sormunen, Herkko Plit, Sari Helander, Päivi Jokinen and Petri Suokas be re-elected as members of the Board of Directors.

The Board of Directors elects a chairperson and a deputy chairperson among its members. The Nomination Board recommends to the Board of Directors’ organisational meeting that Jaakko Eskola be re-elected as the Chairperson of the Board of Directors and that Sirpa-Helena Sormunen be elected as the Deputy Chairperson of the Board of Directors.  

Personal information of the members of the Board of Directors proposed for re-election are available on the Company’s website at www.enersense.com/investors/governance/board-of-directors.

All candidates have given their consent to the tasks.

The term of office of the members of the Board of Directors shall end at the end of the next Annual General Meeting following the election.

1. Resolution on the remuneration of the auditor

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

1. Election of the auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that auditing firm KPMG Oy Ab be re-elected as the Company’s auditor. KPMG Oy Ab has notified the Company that Authorised Public Accountant Heli Tuuri would be the principally responsible auditor.

The term of office of the auditor shall end at the end of the next Annual General Meeting following the election.

1. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

The Board of Directors proposes to the General Meeting that the General Meeting authorise the Board of Directors to decide on the issuance of shares against payment as well as on the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10, section 1 of the Finnish Companies Act, or a combination of some or all of the above, under the following conditions:

A total maximum of 1,599,600 new and/or treasury shares of the Company may be issued under the authorisation (including shares issued on the basis of special rights), which corresponds to approximately 10 percent of all the shares in the Company at the time of the convocation of the Annual General Meeting.

Within the limits of the authorisation, the Board of Directors is authorised to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares.

The Board of Directors is authorised to decide to record the subscription price either as an increase of the share capital, or wholly or partly to the reserve for invested unrestricted equity.
 

The issuances of shares and the issuance of special rights entitling to shares may also take place in deviation of the shareholders’ pre-emptive subscription right, if there is a weighty financial reason for the Company in accordance with the Finnish Companies Act (directed share issue). The authorisation may then be used to finance acquisitions or other investments in the Company’s business, to maintain and increase the group’s financial solvency, to implement an incentive scheme as well as to expand the ownership base and develop the capital structure.
 

The maximum number of shares to be issued for the implementation of the Company’s incentive schemes is 239,940 new and/or treasury shares, which corresponds to approximately one and a half percent of all the shares in the Company. For the sake of clarity, the number of shares to be issued for the implementation of the incentive schemes is included in the total number of shares under the aforementioned share issue authorisation.

The authorisation revokes prior unused authorisations on the issuance of shares and on the issuance of option rights and other special rights entitling to shares.

The authorisation is valid until the end of the next Annual General Meeting, but no later than 30 June 2023.

1. Authorising 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 authorise the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares under the following conditions:

A maximum of 799,800 shares may be repurchased and/or accepted as pledge, which corresponds to approximately five percent of all the shares in the Company at the time of the convocation of the Annual General Meeting.

The shares will be purchased in trading organised at Nasdaq Helsinki Ltd’s regulated market at a price formed in public trading on the date of repurchase.

Own shares may be repurchased and/or accepted as pledge in deviation of shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase and/or acceptance as pledge of shares reduces the Company’s free equity. The Board of Directors decides how the shares are to be repurchased and/or accepted as pledge.

The authorisation is proposed to be valid until the end of next Annual General Meeting, but no later than 30 June 2023.

For the sake of clarity, the authorisation does not replace the authorisation resolved at the Extraordinary General Meeting of the Company on 11 January 2022 in relation to the Megatuuli -transaction.
 

1. Closing of the meeting

1. Documents of the General Meeting

The proposal for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice, the remuneration report and the remuneration policy are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. The remuneration report and the remuneration policy are available from 10 March 2022 onwards.

The financial statements, including the consolidated financial statements, the report of the Board of Directors and the auditor’s report, will also be available on the above website no later than 10 March 2022. A copy of these documents will be sent to the shareholder upon request.

The minutes of the General Meeting will be available on the Company’s website on 19 April 2022 at the latest.
 

1. Instructions for the participants in the General Meeting

The Company’s shareholders and their proxy representatives can participate in the General Meeting and exercise their shareholder rights only by voting in advance and by asking questions and submitting possible counterproposals in advance in accordance with the instructions set out below.

1. Shareholders recorded in the shareholders’ register

Each shareholder, who is registered in the shareholder register of the Company maintained by Euroclear Finland Ltd on the record date of the General Meeting, which is 23 March 2022, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.

Shareholder may participate in the General Meeting only by voting in advance and by submitting counterproposals and questions in advance as described below.

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

1. Notification of participation and voting in advance

Notification of participation may be submitted, and advance voting commences at 12:00 noon EET on 19 March 2022. A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the General Meeting must notify the Company of his/her participation for the meeting and vote in advance no later than 16:00 EET on 28 March 2022, by which time the registration and the votes must be received.

In connection with submitting the notice of participation, a shareholder shall provide the requested information, such as the shareholder’s name, personal identity number, address and telephone number. The personal data provided by the shareholders to Enersense International Plc or Euroclear Finland Ltd is only used in connection with the General Meeting and with the necessary processing of related registrations.

Shareholders with a Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda between 12:00 noon EET on 19 March 2022 and 16:00 EET on 28 March 2022 in the following ways:

1. Through Company’s website at www.enersense.com/investors/governance/general-meeting/

Registration and voting in advance require strong electronic authentication of the shareholder. When a shareholder who is a natural person logs into the service through the Company’s website, he/she is directed to the electronic authentication. After this, a shareholder can in one session register to the General Meeting, authorise another person and vote in advance. Strong electronic authentication works with online bank IDs or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is required. However, a shareholder that is a legal person must notify its book-entry account number, business ID and other required information. If the shareholder that is a legal person uses the electronic Suomi.fi e-authorization, the registration requires a strong electronic authentication of the authorized person, which works with online bank IDs or a mobile certificate.

The terms and conditions and other instructions for advance voting will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ as of the beginning date of the advance voting on 19 March 2022, at the latest.

1. By post or e-mail as prescribed in more detail below

A shareholder or his/her proxy representative may send the advance voting form available on the Company’s website or corresponding information by mail to Euroclear Finland Ltd, Yhtiökokous / Enersense International Plc, P.O. Box 1110, FI-00101 Helsinki or by email at yhtiokokous@euroclear.eu. The voting form will be available on the Company’s website on 19 March 2022, at the latest.

Delivering of votes prior to the end of registration and advance voting period is also considered as registration for the General Meeting if all required information for registration described above is given.

The voting instructions will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ on 19 March 2022, at the latest.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative of a shareholder is also required to vote in advance in the manner instructed in this notice.

The Company offers shareholders, who will not vote in advance himself/herself, the possibility to use proxy authorization service and authorize Roopert Laitinen, lawyer at Castrén & Snellman Attorneys Ltd, or a person appointed by him to act as a proxy representative and exercise the shareholder’s voting rights at the General Meeting in accordance with the voting instructions given by the shareholder. Authorising the designated proxy representative offered by the Company will not accrue any costs for the shareholder, excluding possible fees for delivering the proxy documents. Further information about the designated proxy representative is available at www.castren.fi/people/roopert-laitinen/

A shareholder may participate in the General Meeting and exercise his/her rights also by appointing another proxy representative of his/her choice. A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with the registration for the General Meeting.

A proxy template with voting instructions is available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ on 19 March 2022 at the latest. Any proxy documents are requested to be delivered primarily by e-mail to the address yhtiokokous@enersense.com or by post to the address Enersense International Plc / Yhtiökokous 2022 / Johanna Nurkkala, Valimotie 9-11, FI-00380 Helsinki before the registration period expires at 16.00 EET on 28 March 2022, by which time the proxy documents must be received.

Submitting a proxy document before the end of the registration period constitutes due registration for the General Meeting, provided that the required information listed above is given in the proxy document. Submitting a proxy document including the voting instructions that is assigned to the designated proxy representative offered by the Company before the end of the registration period constitutes due registration for the General Meeting and due advance voting, provided that the information required for registration and advance voting listed in this notice are given in the proxy document.

Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy. In this case, the shareholder that is a legal person authorizes an assignee nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland’s general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on www.suomi.fi/e-authorizations and the Company’s website at www.enersense.com/investors/governance/general-meeting/.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e., on 23 March 2022, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder based on such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd no later than 10:00 EET on 30 March 2022. As regards nominee registered shares this constitutes due registration for the General Meeting. Any changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares who wants to participate in the General Meeting into the temporary shareholders’ register of the Company no later than the time stated above and arrange voting on behalf of a holder of nominee registered shares.

More information is also available on the Company’s website at www.enersense.com/investors/governance/general-meeting/.

1. Other instructions/information

Shareholders holding at least one one-hundredth of all the shares in the Company have the right to make counterproposals concerning the proposed decisions on the agenda of the General Meeting, which will be placed for a vote. The counterproposals should be delivered to the Company by e-mail to the address yhtiokokous@enersense.com no later than 16:00 EET on 17 March 2022. In connection with the delivery of counterproposals, the shareholders must present a statement of their shareholding in the Company.

A counterproposal will be considered at the General Meeting provided that the shareholder who has made the counterproposal has the right to attend the meeting and represents at least one one-hundredth of all the shares in the Company on the record date of the General Meeting. If a counterproposal is not taken up for consideration at the General Meeting, the votes cast in favour of the counterproposal will not be taken into consideration. The Company will publish the eligible counterproposals to be placed for a vote on the Company’s website at www.enersense.com/investors/governance/general-meeting by no later than 19 March 2022.

Shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, section 25 of the Finnish Limited Liability Companies Act by email to the address yhtiokokous@enersense.com or by post to the address Enersense International Plc / Yhtiökokous 2022 / Johanna Nurkkala, Valimotie 9-11, FI-00380 Helsinki no later than 16:00 EET on 21 March 2022. Such questions posed by shareholders along with the responses of the Company’s management as well as other counterproposals than those placed for a vote will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ on 24 March 2022 at the latest. Posing questions and counterproposals requires the shareholders to present an adequate statement of their shareholding in the Company.

On the date of this notice to the General Meeting, 28 February 2022, the total number of shares in Enersense International Oyj is 15,996,060, which represent an equal number of votes.

In Pori, 28 February 2022
ENERSENSE INTERNATIONAL PLC
BOARD OF DIRECTORS

Notice is given to the shareholders of Enersense International Plc (the “Company”) to the Extraordinary General Meeting (the “General Meeting”) to be held on Tuesday 11 January 2022 at 10:00 a.m. (EET) at the office of Hannes Snellman Attorneys Ltd at Eteläesplanadi 20, 00130 Helsinki, Finland. The Company’s shareholders and their proxy representatives may participate in the General Meeting and exercise shareholder rights only by voting in advance and by making counterproposals and submitting questions in advance in accordance with this notice. Shareholders and their proxy representatives may not participate in the General Meeting at the meeting venue. Instructions for shareholders are provided in section C of this notice and on the Company’s website. 

The Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act (375/2021) that came into force on 8 May 2021. In order to prevent the spread of the COVID-19 pandemic, the Company has resolved to take the measures allowed by said legislation so that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, the Company’s employees and other stakeholders. 

A. Matters on the agenda of the General Meeting 

At the General Meeting, the following matters will be considered: 

1. Opening of the meeting 

1. Calling the meeting to order 

Attorney-at-law Riikka Rannikko will serve as the chairperson of the meeting. In the event Riikka Rannikko is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairperson. 

1. Election of persons to scrutinize the minutes and to supervise the counting of votes 

The Company’s SVP, Legal Johanna Nurkkala will scrutinize the minutes and supervise the counting of the votes. In the event Johanna Nurkkala is prevented from scrutinizing the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to scrutinize the minutes and supervise the counting of votes. 

1. Recording the legality of the meeting 

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

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy. 

1. Resolutions regarding the acquisition of shares in Megawind Ltd 

The Company has on 20 December 2021 announced by way of a separate stock exchange release to have signed an agreement on the acquisition of the shares entitling to votes in the Finnish onshore wind power developer Megawind Ltd from the company’s existing shareholders for a purchase price of EUR 18.5 million (the “Acquisition”).  The purchase price will be paid as share consideration to the existing shareholders of Megawind Ltd. The agreed share consideration consists of new shares in the Company to be issued through a directed share issue. The number of new shares will be determined five (5) business days prior to the completion of the Acquisition based on the 25-day volume weighted average share price (VWAP) of the Company’s share on Nasdaq Helsinki Ltd (i.e. a period commencing thirty (30) days and ending five (5) days prior to the completion of the Acquisition.) The subscription price of the new shares (per share) is the opening rate of the Company’s share on Nasdaq Helsinki Ltd on the completion date of the Acquisition. The maximum number of new shares is limited to approximately 20 per cent of the current number of shares in the Company (i.e. 2,675,000 new shares) (the “Directed Share Issue”). In addition to the purchase price, the Company and existing shareholders of Megawind Ltd have agreed that the possible difference between the purchase price and value of shares issued in the Directed Share Issue shall be paid in cash. For the sake of clarity, it is noted that the existing shareholders of Megawind Ltd shall remain shareholders of a new share class of Megawind Ltd, such shares not being entitled to votes, upon the completion of the Acquisition. Said shareholders are solely entitled to dividends based on profits from the sale of certain future projects pursuant to the shares not entitled to votes. These Megawind Ltd shares not entitled to votes do not have rights to any other distribution of funds nor other rights related to Megawind Ltd. The arrangement has been described in more detail in the Company’s stock exchange release announced on 20 December 2021. 

The completion of the Acquisition is subject to, among others, the resolution of the Company’s extraordinary general meeting amending the Articles of Association, authorizing the Board of Directors to resolve on the issuance of shares and authorizing the Board of Directors to accept the Company’s own shares as pledge and to dispose of the pledged own shares. The Acquisition and conditions of the Acquisition are described in more detail in the Company’s stock exchange release announced on 20 December 2021. The Acquisition is intended to be completed in January 2022. 

In order to complete the Acquisition, the Board of Directors of the Company proposes to the General Meeting that it (a) amends section 3 of the Articles of Association of the Company, (b) authorizes the Board of Directors of the Company to resolve on the Directed Share Issue and, conditional upon the completion of the Acquisition, (c) authorizes the Board of Directors of the Company to accept the Company’s own shares as pledge and to dispose of the pledged own shares. 

a) Amendment of the Section 3 of the Articles of Association 

The Board of Directors proposes that section 3 of the Articles of Association regarding the Company’s line of business would be amended to read as follows: 

“3. The company produces, transfers, distributes and sells, either independently or through its subsidiaries and affiliates, energy, energy facilities and appliances, and services for the energy sector, industry, construction, installation, maintenance, software industry, data system industry and data communications sector, and engages in consulting, project planning, project developing, importing, and employee leasing and recruitment, particularly in the above sectors, in Finland and other countries. For its operations, the company may own and control properties, shares, participations and other securities, as well as other assets required in its sector.” 

b) Authorization of the Board of Directors to resolve on a directed share issue 

The Board of Directors proposes that the General Meeting authorizes the Board of Directors to resolve on a directed share issue deviating from the shareholder’s pre-emptive right. Pursuant to the Finnish Companies Act, the deviation requires that there is a weighty financial reason for the Company. 

The shares issued by virtue of the authorization would be issued upon the fulfilment of the terms and conditions for the Acquisition to the existing shareholders of Megawind Ltd in proportion to their shares entitled to votes of Megawind Ltd sold as a part of the Acquisition.  The maximum number of new shares to be issued in the Directed Share Issue is 2,675,000, which corresponds to approximately 19.9 per cent of the current number of shares in the Company, and which corresponds to approximately a maximum of 16.6 per cent of all shares in the Company upon completion of the Acquisition. 

The Board of Directors is authorized to resolve on all terms and conditions of the Directed Share Issue, within the limits of the abovementioned authorization, including the criteria for determining the subscription price and that the subscription price can be paid not only in cash but also fully or partially with other assets. The principles agreed upon in the Acquisition regarding the determination of the subscription price and for the number of new shares are described in the stock exchange release announced on 20 January 2021. 

The authorization is valid until the closing of the Annual General Meeting of the Company to be held in the spring of 2022 and it cannot be used to any other purpose than completing the Acquisition. In case the General Meeting decides to approve the authorization, this does not revoke the authorization for the share issue granted to the Board of Directors in Annual General Meeting held on 19 March 2021. 

In case the General Meeting approves the proposed authorization and if the Acquisition is completed, the Company will apply for the listing of shares issued through the Directed Share Issue on the official list of Nasdaq Helsinki Ltd. 

c) Authorization of the Board of Directors to resolve on accepting the Company’s own shares as pledge and to dispose of the pledged own shares  

The Board of Directors proposes that the General Meeting authorizes the Board of Directors to resolve on the acceptance of the Company’s own shares as pledge and to dispose of the pledged own shares pursuant to the following terms and conditions: 

Based on the authorization, the Board of Directors may accept a maximum of 668 750 of the Company’s own shares as pledge, however, no more than 10 per cent of all shares in the Company. Own shares may be accepted as pledge other than in proportion of the holdings of shareholders (acceptance of directed pledge). The Board of Directors resolves on the terms and conditions under which the shares are accepted as pledge. 

In addition, by virtue of the authorization, the Board of Directors may resolve to dispose of a maximum of 668 750 of the Company’s own shares in connection with the possible enforcement of the pledging arrangement. The Board of Directors is authorized to resolve on to who and in what order the Company’s own shares are disposed. The Board of Directors may resolve to dispose the shares other than in the proportion of the shareholder’s right to purchase the Company’s own shares. Shares can be disposed of in the manner and to the extent resolved upon by the Board of Directors. The Board of Directors also has the right to resolve on selling the pledged own shares through public trading. The authorization includes the Board of Director’s right to resolve on any other terms and conditions for the disposing of the pledged own shares. 

The authorization is valid until 29 June 2023 and it cannot be used for any other purpose than accepting the shares issued through the Directed Share Issue as pledge and disposing of the own shares. For the sake of clarity, it is noted that if the General Meeting decides to approve the proposed authorization, it will not revoke the authorization for acquiring and/or accepting shares as pledge granted to the Board of Directors in the Annual General Meeting held on 19 March 2021. 

1. Closing of the meeting 

B. Documents of the General Meeting 

This notice, which contains all of the resolution proposals to the agenda of the General Meeting, is available on the Company’s website at www.enersense.com/general-meeting. Copies of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website from 25 January 2022 onwards, at the latest. 

C. Instructions for the participants in the General Meeting 

The Company’s shareholders and their proxy representatives can participate in the General Meeting and exercise shareholder rights only by voting in advance, asking questions in advance and making possible counterproposals in advance in accordance with the instructions set out below. 

1. The right to participate 

Each shareholder, who is on the record date of the General Meeting on 29 December 2021 registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the Company. A shareholder may only participate in the General Meeting by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions below. 

1. Registration and voting in advance 

The registration for the General Meeting and advance voting will begin on 27 December 2021 at 4:00 p.m. (EET). A shareholder who is registered in the shareholders’ register of the Company and who wishes to participate in the General Meeting by voting in advance, shall register for the General Meeting and vote in advance by 3 January 2022 at 4:00 p.m. (EET) by which time the registration and votes must be received. 

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from 27 December 2021 at 4:00 p.m. (EET) until 3 January 2022 at 4:00 p.m. (EET) through the Company’s website at www.enersense.com/general-meeting. 

For natural persons, the electronic advance voting requires a secured strong electronic authentiction and the shareholder may register and vote by logging in with their Finnish online banking codes or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. 

If a shareholder participates in the General Meeting by way of advance voting, voting in advance is considered as registration for the General Meeting if all required information is given. Instructions for voting are available on the Company’s website at www.enersense.com/general-meeting/. 

Requested information shall be given by the shareholder or the proxy representative in connection with the registration. The personal data given to the Company or Euroclear Finland Oy is used only in connection with the General Meeting and with the processing of related registrations. Further information on how the Company processes personal data is available in the privacy notice regarding the General Meeting, which is available at www.enersense.com/investors/general-meeting/. 

1. Proxy representative and powers of attorney 

A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Shareholders, who do not vote in advance, are requested, due to the COVID-19 pandemic, to exercise shareholders’ rights through a centralized proxy representative designated by the Company by authorizing the Company’s Senior Legal Officer Eero Mäkelä, or a person appointed by them, to represent them at the General Meeting in accordance with the shareholder’s voting instructions. Also, the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above. 

A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration. 

Proxy and voting instruction templates will be available on the Company’s website at www.enersense.com/general-meeting from 27 December 2021 onwards. Proxy documents should be delivered to the Company by email to yhtiokokous@enersense.com or by mail to Enersense International Oyj / Yhtiökokous 2022, Konepajanranta 2, 28100 Pori, Finland before the last date for registration on 3 January 2022 at 4:00 p.m. (EET), by which time the proxy documents must be received. 

If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all required information is included in the proxy documents. Submitting a proxy and voting instructions, that have been granted to the proxy representative designated by the Company, before the end of the notification of participation period constitutes both due registration for the General Meeting as well as voting in advance, provided that the required information listed in this notice is given. 

1. Holder of nominee-registered shares 

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder on the record date of the General Meeting on 29 December 2021, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 6 January 2022, 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 do not affect the right to participate in the meeting or the number of voting rights held in the meeting. 

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares, who wishes to participate in the General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee-registered shares within the registration period for nominee-registered shares. 

Further information will also be available on the Company’s website at www.enersense.com/general-meeting. 

1. Other instructions and information 

Shareholders who hold at least one hundredth of all shares in the Company are entitled to make counterproposals subject to voting on the agenda points of the General Meeting. Such counterproposals shall be delivered to the Company by email to yhtiokokous@enersense.com no later than 23 December 2021 at 4:00 p.m. (EET). In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the General Meeting if the shareholders who have made the counterproposal have the right to attend the General Meeting and on the record date of the General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company’s website at www.enersense.com/general-meeting on 27 December 2021 at the latest. 

A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent by email to yhtiokokous@enersense.com or by mail to Enersense International Oyj / Yhtiökokous 2021, Konepajanranta 2, 28100 Pori, Finland at the latest by 27 December 2021 at 4:00 p.m. (EET). Such questions by shareholders, responses to such questions by the management of the Company as well as other counterproposals than those eligible for voting will be available on the Company’s website at www.enersense.com/general-meeting on 30 December 2021 at the latest. In connection with submitting counterproposals and asking questions, shareholders are required to provide adequate evidence of their shareholding. 

On the date of this notice to the General Meeting 20 December 2021, the total number of shares in Enersense International Plc is 13,397,729 shares, which correspond to the same number of votes. 

Pori, 20 December 2021 

Enersense International Plc 

Board of Directors