News Tag: Other Corporate Information

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

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

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

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck
CEO

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

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

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

Performance Share Plan 2026–2028

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

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

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

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

Restricted Share Plan 2026–2028

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

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

ENERSENSE INTERNATIONAL PLC
The Board of Directors

Further information:

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Composition of the Board of Directors

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

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

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

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

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

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

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

Fees payable to the members of the Board of Directors

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

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

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

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

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

Shareholders’ Nomination Board

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

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

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

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

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

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

Liisi Tamminen
Head of Communications and Sustainability

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

Distribution:  
Nasdaq Helsinki  
Key media  
www.enersense.com 

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

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

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

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

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck

CEO

Further information:

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

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

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

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

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

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck
CEO

Further information:

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

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Important Information

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Attention: Nordea Liability Management, tel. +45 61612996

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

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

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

Amendments to the terms and conditions governing special rights

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

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

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

New Financing Arrangements

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

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck

CEO

Further information:

Jyrki Paappa

CFO

Tel. +358 50 556 6512 

Email: jyrki.paappa@enersense.com

Liisi Tamminen

Head of Communications and Sustainability

Tel. +358 44 222 5552

Email: liisi.tamminen@enersense.com

Distribution:

Nasdaq Helsinki

Key media

www.enersense.com

Important Information

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

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

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

Notice to Prospective Investors in the United Kingdom

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

Restrictions in the United States

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

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

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

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

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

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

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

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

New Financing Arrangements

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

Consent Solicitation

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

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

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

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

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

Further information:

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

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Attachments:
Notice of the noteholders’ meeting

Important Information

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

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

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

Notice to Prospective Investors in the United Kingdom

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

Restrictions in the United States

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

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

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

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

The shares were purchased from the Nasdaq Helsinki public trading marketplace at prices available at the time of the purchases. The repurchases of the buy-back programme reduced the company’s unrestricted equity by EUR 699,548.

On 12 August 2025, Enersense announced a share buy-back of up to EUR 700,000, based on the authorisation granted to the Board by the 2025 Annual General Meeting. The repurchased shares will be used as part of Enersense’s share-based incentive plans.

Enersense now holds a total of 187,713 treasury shares, corresponding to approximately 1.1% of the total number of shares.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck
CEO
 
Further information: 

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

Kari Sundbäck, CEO
Tel. +358 50 464 7704
kari.sundback@enersense.com

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

Distribution: 
Nasdaq Helsinki 
Key media 
www.enersense.com

Based on the ownership status as of 1 September 2025, the following representatives of the three largest shareholders have been appointed to Enersense’s Shareholders’ Nomination Board: 

Alexander Ehrnrooth, Nidoco AB 

Marjo Miettinen, Ensto Invest Ltd 

Janne Vertanen, Verman Holding Ltd 

The Nomination Board prepares and presents to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting proposals on the remuneration of the Board of Directors, the number of the Board of Directors, and the members of the Board of Directors. 

The now appointed Nomination Board will forward its proposals for the 2026 Annual General Meeting to the Board of Directors by 31 January 2026. 

ENERSENSE INTERNATIONAL PLC 

Liisi Tamminen
Head of Communications and Sustainability
 

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.fi  

 

The Board of Directors of Enersense International Plc has decided to commence a repurchase of Enersense’s own shares (“buy-back programme”) on the basis of the authorization given by the Annual General Meeting held on 16 April 2025. Currently, the company holds no treasury shares. The main terms of the buy-back programme are:

• The buyback programme will be carried out in accordance with the safe harbour procedure under Article 5 of the EU Market Abuse Regulation (EU No. 596/2014) and the Commission Delegated Regulation EU 2016/1052.

• The shares will be repurchased to be used as part of Enersense’s share-based incentive programmes, based on which the company has a weighty financial reason for repurchasing shares otherwise than in proportion to the shares owned by shareholders.

• The maximum number of shares to be repurchased is 200,000, corresponding to approximately 1.2% of the total number of shares in the company. A maximum amount of EUR 700,000 can be used for the buy-back programme.

• The shares will be repurchased at the market price in public trading on Nasdaq Helsinki Ltd, using the company’s non-restricted equity and in compliance with the price and volume limits applicable under the safe harbour rules.

• The buy-back programme for own shares shall commence on 13 August 2025, at the earliest, and end by 31 October 2025, at the latest. The Board of Directors of Enersense may suspend or terminate the programme before its scheduled end date in accordance with the EU Market Abuse Regulation.

Enersense has appointed a third-party broker as the manager for the buy-back programme. The broker will make trading decisions independently, without influence from Enersense.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck
CEO

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

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

Distribution
Nasdaq Helsinki
Key media
www.enersense.com

MEUR	4–6/2025	4–6/2024	Change-%	1–6/2025	1–6/2024	Change-%
Revenue	76.9	100.8	-23.7	146.6	199.0	-26.3
EBITDA	2.9	-9.5	130.0	24.1	-5.0	578.0
Core businesses’ revenue	74.8	82.9	-9.8	139.5	161.7	-13.7
Core businesses’ EBITDA	-0.2	-4.2	94.4	1.1	-0.4	391.8
Adjusted core businesses’ EBITDA	3.1	4.3	-27.9	5.3	8.9	-40.1

The figures are unaudited.

Enersense’s EBITDA strengthened significantly in the first half of the year, mainly due to the sale of its wind and solar project development business completed in February. The sale of the Marine and Offshore Unit was completed in July and therefore its positive impact is not included in the January–June figures. In 2025, the core businesses’ EBITDA will be impacted by higher-than-anticipated one-off costs related to measures aimed at accelerating the company’s strategy. With these measures, the company will strengthen its long-term profitability in line with the lifecycle partnership strategy published in June. Since the end of the first quarter of 2025, the core businesses’ adjusted EBITDA margin and order backlog have turned to growth, and this positive development is expected to continue.

Enersense is enhancing its profitability through the Value Uplift programme launched at the end of 2024. The programme started off with better-than-expected results, and the company is raising the programme’s overall target for the annual EBIT run-rate improvement to EUR 6.5 million by mid-2026, up from the original EUR 5 million.

As of the beginning of 2024, Enersense has retrospectively included the profits and losses of associated companies in items affecting comparability. As a result, the core businesses’ adjusted EBITDA for 2024 has increased by EUR 0.8 million from the previously reported figure.

Enersense is updating its financial guidance for the core businesses in 2025 and will now specify a range for the core businesses’ adjusted EBITDA. The company will discontinue its guidance on EBITDA for the core businesses, as the adjusted EBITDA more clearly reflects the development of operational performance.

Enersense will publish its Half-Year Financial Report on 12 August 2025.

New guidance for 2025

Enersense expects its core businesses’ adjusted EBITDA to be EUR 16–20 million (2024: EUR 20.7 million) in 2025.

Previous guidance for 2025 (published 28 February 2025)

Enersense expects its core businesses’ EBITDA to improve from 2024 (2024: EUR 10.4 million) and its core businesses’ adjusted EBITDA to be at the same level as in 2024 (2024: EUR 19.9 million). The Marine and Offshore Unit under strategic assessment is not part of the core business and no guidance is given for it.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

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

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

Distribution
Nasdaq Helsinki
Key media
www.enersense.com

Current Board member Carl Haglund has informed the Nomination Board that he must resign from the Board due to his new position and will continue in the Board until the conclusion of the Extraordinary General Meeting.

“It has been rewarding to be part of renewing Enersense for over two years. In 2024, I led the Board’s strategy work, and the transformation that began from that has been completed: the company is now more focused and customer-oriented. Therefore, this is a natural moment to step down from the Board, as I am about to start a new role as CEO of Aktia Bank Plc,” says Carl Haglund.

“I thank Carl for his valuable contribution to Enersense’s strategic transformation, which has now been completed following the sale of all non-core businesses. I wish him all the best and success in the future, especially in his challenging new CEO role. At Enersense, our focus is on achieving the targets we announced at the June Capital Markets Day in line with our strategy and the Value Uplift programme. Our goal is to increase shareholder value sustainably,” says Anders Dahlblom, Chair of the Board of Enersense.
 
Proposal for the composition of the Board of Directors

The Shareholders’ Nomination Board proposes that Jan-Elof Cavander and Jari Ålgars will be elected as new Board members. The new Board members will be elected for the term of office lasting until the end of the next Annual General Meeting.

Current Board member Carl Haglund has informed the Nomination Board that he will resign from the Board and will continue in the Board until the conclusion of the Extraordinary General Meeting. Other current Board members, Anders Dahlblom, Sari Helander and Anna Miettinen, will continue in their positions until the end of the next Annual General Meeting. Anders Dahlblom will continue as the Chair of the Board of Directors.

Jan-Elof Cavander, M.Sc. (Tech, Industrial Management), is the Chief Operating Officer of Virala Oy and serves on the boards of Emborion Oy, Munksjö Paper AB, Betolar Plc, Greater Than AB, and Luhta Sportswear Company. Previously, he worked as CFO of Purmo Group from 2023–2025, and in various financial leadership positions at Rapala VMC from 2011–2023.

Jari Ålgars, M.Sc. (Econ), has held several executive positions in different industries, including Group President of Kumera Oy from 2023–2024, President Metals at Metso-Outotec from 2020–2022, and Group CFO at Outotec Oyj from 2015–2020.

Jan-Elof Cavander and Jari Ålgars have given their consent to be elected for the duty and the Nomination Board assesses that they are independent of Enersense at the time of submitting the proposal. In addition, Ålgars is independent of any significant shareholders. Cavander is not independent of the company’s significant shareholders as he holds the position of COO at Virala Oy Ab, which is the parent company of Nidoco AB.

Jan-Elof Cavander and Jari Ålgars will be paid the annual Board member remuneration determined by the Annual General Meeting on April 16, 2025, proportionate to the length of their term. Information about Cavander and Ålgars will be available on Enersense’s website at https://enersense.com/general-meeting/  when the notice of the Extraordinary General Meeting is published.

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.

The Nomination Board’s proposal will be added to the notice of the General Meeting.
 
ENERSENSE INTERNATIONAL PLC
Liisi Tamminen
Head of Communications and Sustainability
 
More information: 
Alexander Ehrnrooth
Chair of the Nomination Board
Telephone: +358 9 6122340

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com
 

The purchase price is approximately EUR 7.5 million, of which EUR 5 million will be paid at the completion of the transaction and EUR 2.5 million six months later. The transaction is expected to be completed during the third quarter of 2025.

At the completion of the transaction, Enersense will record approximately EUR 2.5 million profit, and its equity ratio will increase by some 6 percentage points (Q1/2025: 22.3%). The sale has no impact on Enersense’s guidance for 2025, which is given for the company’s core business. In 2024, the Marine and Offshore Unit’s revenue was EUR 70 million and impact on the Group EBITDA EUR -3,8 million. The Unit has approximately 100 employees.

With the agreed sale, Enersense completes the last one of the three strategic assessments initiated as part of the company’s new strategic direction in June 2024. In February, Enersense sold its wind and solar power project development business to Fortum and decided to ramp down its zero-emission transport solutions business.

“We are delighted that, after patiently conducting the strategic assessment over the past year, we have found the best possible home for the Marine and Offshore Unit. The unique expertise of our personnel in Mäntyluoto can further flourish with Davie, a significant shipbuilder. After the sale, Enersense is aligned with its strategic direction set in summer 2024. We have sold our non-core businesses and started to implement our updated core business strategy, targeting to become a trusted lifecycle partner for our customers in Power, Energy Transition and Connectivity,” says Enersense’s CEO Kari Sundbäck.

“This deal will reinforce our own competitiveness and Finnish shipbuilding as a whole by securing the supply of steel for many critical projects. Most importantly, we are securing the future of a highly skilled workforce and delivering more stability for customers and partners,” says Davie’s CEO James Davies.

“The Enersense Marine and Offshore Unit possesses unique expertise in steel production for arctic marine industry, making Davie and Helsinki Shipyard an integrated shipbuilder. The block production for the first vessel under our Polar Max concept begins as soon as possible,” says Kim Salmi, CEO of Helsinki Shipyard.

Media event at Mäntyluoto shipyard 8 July 2025 at 13:00 EEST

Enersense, Davie, and the City of Pori will organise a media event in Finnish concerning the sale of the Marine and Offshore Unit at the Mäntyluoto shipyard on 8 July 2025 at 13:00 EEST, address Reposaaren maantie 170, Pori. Enersense’s CEO Kari Sundbäck, Helsinki Shipyard’s CEO Kim Salmi, and the Mayor of Pori, Lauri Inna will be present at the event. It is also possible to attend the event via Teams using this link.
 
 
ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO
 
Further information:
Kari Sundbäck
CEO
Tel. +358 50 464 7704
kari.sundback@enersense.com

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

Media contacts:
Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
liisi.tamminen@enersense.com
 
Distribution:
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense’s strategic target is to be a trusted lifecycle partner for its customers operating in energy transmission and production, industrial energy transition and telecommunications. The company aims for profitable growth in its markets in Finland, Baltic countries and selectively in other Nordic countries.

Enersense’s business is based on efficiently and transparently executed projects and services, in addition to which Enersense optimises the performance of its customers’ assets – networks, systems and production facilities – throughout their lifecycle. Enersense’s lifecycle offering covers design, construction, operation and maintenance as well as upgrades and modernisations.

“The starting point for our strategy work has been to clearly define why our customers will choose us in 2028 and how we can help them succeed. We have cutting-edge expertise in energy transition and reliable data connections, so the strategy builds on our strengths. Enersense is entering a new strategic period more focused and stronger than ever. Enersense’s path to profitable growth is clear, and we aim to increase shareholder value,” says CEO Kari Sundbäck.

Enersense has defined its key development areas on its journey to becoming a lifecycle partner. The company develops and digitalises project and service delivery models, creates customer-centric solutions to complex challenges and enhances the sustainability handprint of its offering. Enersense invests in value creation in its key customer segments to maximise the potential of the lifecycle model.

Enersense’s strategic targets for 2025–2028:

• Growth: compound annual growth rate (CAGR) 4–5%
• Profitability: EBIT over 5%
• Balance sheet: net gearing below 100%
• Safety: towards zero accidents, continuously decreasing frequency lost-time incidents (LTIF)
• Climate: Science-based target to be defined in line with our SBTi commitment in H2/2025

Enersense will continue its Value Uplift programme to improve efficiency and support profitable growth. The programme has started off more successfully than expected, and Enersense is targeting an annual performance improvement (EBIT run-rate) of around EUR 5 million from the second half of 2026 onwards.

Enersense’s core businesses do not include the Marine and Offshore Unit, which remains under strategic assessment. In June 2024, Enersense announced its new strategic direction, including its core businesses and strategic assessment of three businesses. As a result of these assessments, the wind and solar power project development was sold to Fortum, and the zero-emission transport solutions were discontinued in February 2025.

Capital Markets Day on 4 June 2025

Enersense will present its updated strategy and financial targets for its core businesses at its Capital Markets Day today, 4 June 2025, from 1:00 p.m. to 3:00 p.m. The event will be held at the Eliel Event Studio of Sanomatalo and via webcast. You can register for the Capital Markets Day at https://enersense.videosync.fi/cmd-2025. Presentation materials and a recording of the event will be available on Enersense’s website https://enersense.com/investors/capital-markets-day-2025/.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck
CEO

Further information:

Kari Sundbäck
CEO
Tel. +358 50 464 7704 E-mail: kari.sundback@enersense.com

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense International Oyj is correcting its stock exchange release published on 27 January 2025 regarding the proposals of its Shareholders’ Nomination Board to the Annual General Meeting which will be held on 16 April 2025. The Nomination Board is amending its proposal regarding the number of Board members and the composition of the Board.

Sirpa-Helena Sormunen, who was previously proposed to the Board, has announced that she will not be available for the election of Board members. Therefore, she will not be proposed as a member of the Board of Directors and the Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall consist of five members instead of the previously proposed six members. At the same time, the Nomination Board withdraws its proposal regarding the potential election of a Vice Chair and their compensation.

Corrected information:

Proposal for the number of members in the Board of Directors and the composition of the Board of Directors

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

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2026, Anders Dahlblom, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori will be re-elected as Board members. Petri Suokas and Sirpa-Helena Sormunen have announced that they are no longer available for selection as members of the Board.

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

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, Sari Helander, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of any significant shareholders. Anders Dahlblom is not independent of one the company’s significant shareholder as he is working as COO of Virala Oy Ab, the parent company of Nidoco AB.

Proposal for the fee to be paid to the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2025 that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be kept unchanged and are as follows:

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

Original information:

Proposal for the number of members in the Board of Directors and the composition of the Board of Directors

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

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2026, Anders Dahlblom, Sirpa-Helena Sormunen, Sari Helander, Anna Miettinen Carl Haglund and Ville Vuori will be re-elected as board members. Petri Suokas, who has acted as a wind power specialist in the Board of Directors, has announced, that he is no longer available for selection as member of the Board, since Enersense has sold its wind power project development business

The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends to the first meeting of the Board of Directors that Anders Dahlbom is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is re-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, Sari Helander, Sirpa-Helena Sormunen, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of any significant shareholders. Anders Dahlblom is not independent of one the company’s significant shareholder as he is working as COO of Virala Oy Ab, the parent company of Nidoco AB.

Proposal for the fee to be paid to the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2025 that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be kept unchanged and are as follows:

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

Release regarding Enersense’s Shareholders’ Nomination Board’s proposals to the 2025 Annual General Meeting in its entirety:

Enersense International Plc’s Shareholders’ Nomination Board has submitted the following proposals to the company’s Board of Directors for the Annual General Meeting 2025 planned for 16 April 2025:

Proposal for the number of members in the Board of Directors and the composition of the Board of Directors

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

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2026, Anders Dahlblom, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori will be re-elected as Board members. Petri Suokas and Sirpa-Helena Sormunen have announced that they are no longer available for selection as members of the Board.

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

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.

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

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, Sari Helander, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of any significant shareholders. Anders Dahlblom is not independent of one the company’s significant shareholder as he is working as COO of Virala Oy Ab, the parent company of Nidoco AB.

Proposal for the fee to be paid to the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2025 that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be kept unchanged and are as follows:

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

The Shareholders’ Nomination Board also proposes that the meeting fees will be kept unchanged. So, in addition to the annual fee, a meeting fee for each meeting of the Board of Directors and committees will be paid as follows:

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

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

Chair of the Shareholder’s Nomination Board which prepared the proposals for the Annual General Meeting 2025 is Alexander Ehrnrooth, Nidoco AB, and members are Marjo Miettinen, Ensto Invest Oy and Janne Vertanen, Verman Holding Oy. Anders Dahlblom, Chair of the Board of Directors, serves as an expert for the Nomination Board.

ENERSENSE INTERNATIONAL PLC
Liisi Tamminen
Head of Communications and Sustainability

More information: 
Alexander Ehrnrooth
Chair of the Nomination Board
Tel.: +358 9 6122340

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

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

Performance Share Plan 2025–2027

The Performance Share Plan 2025–2027 consists of one performance period, covering the financial years 2025–2027. In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The potential rewards based on the plan will be paid after the end of the performance period, in spring 2028.

The rewards of the plan are based on the absolute total shareholder return of the company’s share for the financial years 2025–2027 and the Group’s EBITDA in euros for the financial years 2026 and 2027. In addition, the plan’s criteria include the promotion of sustainability initiatives, including the reduction of greenhouse gas emissions throughout the value chain and the promotion of carbon handprint in the offering and the diversity of the personnel. The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 620 538 Enersense International Plc shares, also including the proportion to be paid in cash.

Approximately 40 persons, including the CEO and other members of the Group Executive Team, belong to the target group of the plan.

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

Restricted Share Plan 2025–2027

The reward from the Restricted Share Plan 2025–2027 is based on a valid employment or director contract and on the continuity of the employment or service during a vesting period. The reward will be paid after the end of a 24–36-month vesting period. The plan is intended for selected key employees only.

The rewards to be allocated based on the Restricted Share Plan during the years 2025–2027 correspond to the value of a maximum total of 20 000 Enersense International Plc shares, also including the proportion to be paid in cash.

ENERSENSE INTERNATIONAL PLC
The Board of Directors

Further information:

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Related to the discontinued business focusing on zero-emission transport solutions, Enersense estimates to record a write-down of approximately EUR 2-3 million during the first quarter of 2025.

“Developing the business of zero-emission transport solutions would have required significant growth capital. Our focus is now on developing our core business operations on a cash-flow financed sustainable growth path”, says CEO Kari Sundbäck.

On 19 June 2024, Enersense announced its strategic direction to focus on project and service operations for the green energy transition. The company also announced that it is conducting a strategic assessment of three businesses: onshore wind power and solar power project development, zero-emission transport solutions and Marine and Offshore Unit. The first two strategic assessments have now been completed, and the strategic assessment of the Marine and Offshore Unit is ongoing. Enersense announced the sale of the onshore wind and solar project development business to Fortum on 19 December 2024, and the transaction was completed on 26 February 2025.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

Further information:

Kari Sundbäck
CEO
tel. +358 50 464 7704 +358 50 464 7704
liisi.tamminen@enersense.com

Jyrki Paappa
CFO
tel. +358 50 556 6512 +358 50 556 6512
liisi.tamminen@enersense.com

Media contacts:

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

Distribution:

Nasdaq Helsinki
Key media
www.enersense.fi

Enersense International Plc raises its revenue estimate for 2024 and specifies its EBITDA estimates. The company’s revenue has developed more positively than expected following the completion of several projects at the end of the year.

According to preliminary and unaudited information, Enersense’s revenue for the 2024 financial year is expected to be EUR 413-416 million. Previous guidance had estimated revenue at EUR 385-410 million.

According to preliminary and unaudited information, Enersense’s EBITDA for 2024 is estimated at EUR 14-16 million, of which EUR 10.1 million relates to the termination of the wind power project development cooperation agreement, which has no net result or cash flow impact. As a result of the agreement termination, the company recognised EUR 10.1 million in EBITDA and made a corresponding write-down of EUR 10.1 million in fixed assets. Excluding this impact, EBITDA is estimated at EUR 4-6 million, which is in line with the previous guidance range of EUR 4-8 million.

According to preliminary and unaudited information, the adjusted EBITDA of the core businesses is expected to be EUR 19-21 million. According to previous guidance, the adjusted EBITDA of the core businesses would be EUR 17-21 million.

Previous guidance for the 2024 financial period (issued on 4 December 2024)

In 2024, Enersense’s revenue is expected to be in the range of EUR 385–410 million and EBITDA in the range of EUR 4–8 million. Adjusted EBITDA in the core businesses is forecast to be in the range of EUR 17–21 million.

The financial guidance does not take into account any divestments that may result from the strategic assessment.

Enersense will publish its 2024 Financial Statement Bulletin on 28 February 2025.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

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

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Enersense International Plc’s Shareholders’ Nomination Board has submitted the following proposals to the company’s Board of Directors for the Annual General Meeting 2025 planned for 16 April 2025:

Proposal for the number of members in the Board of Directors and the composition of the Board of Directors

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

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2026, Anders Dahlblom, Sirpa-Helena Sormunen, Sari Helander, Anna Miettinen Carl Haglund and Ville Vuori will be re-elected as board members. Petri Suokas, who has acted as a wind power specialist in the Board of Directors, has announced, that he is no longer available for selection as member of the Board, since Enersense has sold its wind power project development business

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

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.

The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends to the first meeting of the Board of Directors that Anders Dahlbom is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is re-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, Sari Helander, Sirpa-Helena Sormunen, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of any significant shareholders. Anders Dahlblom is not independent of one the company’s significant shareholder as he is working as COO of Virala Oy Ab, the parent company of Nidoco AB.

Proposal for the fee to be paid to the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2025 that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be kept unchanged and are as follows:

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

The Shareholders’ Nomination Board also proposes that the meeting fees will be kept unchanged. So, in addition to the annual fee, a meeting fee for each meeting of the Board of Directors and committees will be paid as follows:

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

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

Chair of the Shareholder’s Nomination Board which prepared the proposals for the Annual General Meeting 2025 is Alexander Ehrnrooth, Nidoco AB, and members are Marjo Miettinen, Ensto Invest Oy and Janne Vertanen, Verman Holding Oy. Anders Dahlblom, Chair of the Board of Directors, serves as an expert for the Nomination Board.

The Nomination Board’s proposals will be added to the notice of the Annual General Meeting.

ENERSENSE INTERNATIONAL PLC
Liisi Tamminen
Head of Communications and Sustainability

More information: 
Alexander Ehrnrooth
Chair of the Nomination Board
Telephone: +358 9 6122340

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

DISTRIBUTION:
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www.enersense.com

Enersense Wind Ltd, a subsidiary of Enersense International plc (“Enersense”), has today signed a share purchase agreement under which its wind and solar power project development business will be sold to Fortum (the “Transaction”).

The Transaction is executed by the sale of shares in a subsidiary of Enersense Wind Ltd, to which the wind and solar power development business of Enersense Wind Ltd will be transferred prior to the completion of the Transaction. The Transaction consists of a fixed cash and debt-free purchase price of EUR 9.25 million and a variable price up to EUR 74 million, which is based on the progress of the wind and solar power development projects covered by the Transaction, and any payment will be subject to individual projects reaching a final investment decision made by Fortum (“Earn-Out“). The fixed purchase price will be paid in cash at completion of the Transaction. The Transaction is expected to be completed by the end of the first quarter in 2025 and it is subject to customary closing conditions.

Any payment related to the Earn-Out would be paid in instalments on a per project basis. No Earn-Out will be paid for any projects that do not reach the final investment decision in 15 years from the closing date. Enersense estimates a probability-weighted Earn-Out of EUR 33 million. Further, Enersense estimates that the potential Earn-Out cash flow of the Transaction could be generated earliest starting from 2027. At the completion of the Transaction, Enersense will record approximately a EUR 19 million profit, and its equity ratio will increase by some 7 percentage points.

As announced on June 19, 2024, Enersense has revised its strategy and is focusing on its core businesses in project and service operations for the green energy transition. Enersense is developing the strategy of its core businesses in Industry, Power and Connectivity segments. The divestment of the onshore wind power and solar power project development operations is a part of the company’s new strategy. Enersense continues the strategic assessment of the offshore wind and emission-free transport solution businesses.

“The sale of the wind and solar power project development business is a part of our strategic journey, and it is supporting our target to build sustainable growth in our core businesses. We are happy that wind power plays a key role in the new owner’s strategy and that Fortum shares our ambition to enable a carbon neutral society. Enersense continues to develop its core businesses to increase shareholder value sustainably”, says Enersense’s CEO Kari Sundbäck.

The project development business sold in the Transaction comprises of Enersense’s portfolio of wind and solar power development projects, together with project management personnel and other resources. The Transaction is structured as a sale of shares in Joupinkangas Wind Farm Oy, which is a wholly owned subsidiary of Enersense Wind Ltd. As a part of the preparation of the Transaction, the majority of the assets and liabilities as well as the employees of Enersense Wind Ltd. relating to the project development business will be transferred to Joupinkangas Wind Farm Oy. In 2023, Enersense recorded EUR 10.1 million in revenue and EUR 0.7 million net result for the wind and solar power project development.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

More information:

Kari Sundbäck
CEO
Tel. +358 50 464 7704
kari.sundback@enersense.com

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

Media contacts:

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

Distribution:

Nasdaq Helsinki
Major media
www.enersense.com

Enersense International Plc, a provider of zero emission energy solutions, and Telia Finland Oyj have signed a three-year extension agreement on the provision of telecommunications network field services. The value of the agreement is EUR 70 million and will be recognised in the order backlog of Enersense’s Connectivity segment for the fourth quarter of 2024. The agreement includes one option year.

The agreement covers mobile and fixed network construction services, customer delivery and fault repair services, and preventive maintenance services in Finland. The agreement is a continuation of the companies’ long-standing cooperation and its scope is similar to their previous framework agreement on field services. The new agreement period will begin on 1 April 2025.

“The multi-year, extensive partnership enables us to develop our services in the long term together with our customer. I would like to thank Telia for the trust and our personnel for their high-quality work. We are pleased that the agreement also reflects our commitment to sustainability work and in particular to setting emission reduction targets. As an enabler of the green energy transition, it is important for us to act in line with the Paris Climate Agreement and to support our customers in achieving their sustainability goals,” says Miika Eerola, Vice President, Connectivity at Enersense.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

Further information:
Miika Eerola, Vice President, Connectivity segment
Tel. +358 40 641 7041
Email: miika.eerola@enersense.com

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense International Plc updates its revenue guidance to EUR 385–410 million from the previous guidance EUR 365–390 million for the 2024 financial period. The company’s revenue has developed positively both in the core businesses and the businesses under strategic review. Enersense’s guidance regarding EBITDA and adjusted EBITDA in the core businesses remains unchanged.

New guidance for the 2024 financial period

In 2024, Enersense’s revenue is expected to be in the range of EUR 385–410 million and EBITDA in the range of EUR 4–8 million. Adjusted EBITDA in the core businesses is forecast to be in the range of EUR 17–21 million.

The financial guidance does not take into account any divestments that may result from the strategic assessment.

Previous guidance for the 2024 financial period (issued on 1 August 2024)

In 2024, Enersense’s revenue is expected to be in the range of EUR 365–390 million and EBITDA in the range of EUR 4–8 million. Adjusted EBITDA in the core businesses is forecast to be in the range of EUR 17–21 million.

In 2024, revenue is expected to grow. The EBITDA is expected to improve in the latter part of the year, taking normal seasonal variation into account, following the measures to improve profitability.

The financial guidance does not take into account any divestments that may result from the strategic assessment.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

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

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

Distribution:
Nasdaq Helsinki
Key media
www.enersense.fi

The Shareholders’ Nomination Board of Enersense International Plc has today elected Alexander Ehrnrooth as its Chairman from among its members. Based on the ownership situation according to 2.9.2024, the Shareholders’ Nomination Board of Enersense International Plc consists of representatives of the three largest shareholders:

Alexander Ehrnrooth, Nidoco AB

Marjo Miettinen, Ensto Invest Ltd

Janne Vertanen, Verman Holding Ltd

ENERSENSE INTERNATIONAL PLC

Tommi Manninen
SVP, Communications and Public Affairs

More information: 

Tommi Manninen, SVP, Communications and Public Affairs
Tel. +358 40 043 7515 
Email: tommi.manninen@enersense.com

DISTRIBUTION:
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According to the decision of Enersense International Plc’s Annual General Meeting, the three shareholders who hold the largest share of the votes cast by all the company’s shares according to the shareholders’ register maintained by Euroclear Finland Ltd on the first working day of September preceding the Annual General Meeting, have the right to nominate members representing shareholders. At the request of the Committee, the Chairman of the Board of Directors may act as an expert on the Nomination Board without membership or the right to vote.

Based on the ownership status of Enersense International Plc on 2 September 2024, the three major shareholders and their representatives have been appointed to Enersense International Plc’s Shareholders’ Nomination Board as follows:

Alexander Ehrnrooth, Nidoco AB

Marjo Miettinen, Ensto Invest Ltd

Janne Vertanen, Verman Holding Ltd

Enersense International Plc’s Nomination Board prepares and presents to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting proposals on

* the remuneration of the Board of Directors

* the number of the Board of Directors, and

* the members of the Board of Directors.

The now appointed Nomination Board will forward its proposals for the 2025 Annual General Meeting to the Board of Directors by 31 January 2025.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

Tommi Manninen, SVP, Communications and Public Affairs
Tel. +358 40 043 7515
Email: tommi.manninen@enersense.com

DISTRIBUTION:
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Major media
www.enersense.com

On 11 July 2024, Enersense announced that its Board of Directors has appointed Kari Sundbäck as the CEO of the company from 25 November 2024. However, Sundbäck will start earlier at Enersense on 23 September 2024.

Juha Silvola will continue as the acting CEO until 22 September 2024, after which he will return to his previous position as the Executive Vice President of the Power and Connectivity business areas.

Kari Sundbäck has previously worked as the EVP of services, solutions, digitalisation and sustainable development at Caverion Group and in international leadership positions at Nokia and KONE.

“We are happy to have Kari here to implement our strategy, which we updated in June to support the green energy transition. As a result, our goal is to improve our company’s profitability and shareholder value. I also want to take this opportunity to thank Juha Silvola for his good contribution as acting CEO,” says Anders Dahlblom, Chair of Enersense’s Board of Directors.

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

Anders Dahlblom, Chair of the Board of Directors

Contact person:
Tommi Manninen, SVP, Communications and Public Affairs
Tel.: +358 40 043 7515
Email: tommi.manninen@enersense.com

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.com

In its meeting today, on 1 August 2024, Enersense International Plc’s Board of Directors has elected among its members Anders Dahlblom as the Chair of the Remuneration Committee. Dahlblom also acts as the Chair of the Board of Directors of Enersense.

Anna Miettinen, Sirpa-Helena Sormunen and Ville Vuori continue as other members of the Remuneration Committee. Former Chair of the Remuneration Committee, Jaakko Eskola, resigned from Enersense’s Board of Directors on 11 July 2024.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

Anders Dahlblom, Chair of the Board, Chair of the Remuneration Committee

Contacts:

Tommi Manninen, SVP, Communications and Public Affairs
Tel.: +358 40 043 7515
Email: tommi.manninen@enersense.com

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

The Board of Directors of Enersense has appointed Kari Sundbäck as the President and CEO of the company as of 25 November 2024. Juha Silvola will continue as the acting CEO of Enersense until 24 November 2024 after which he will return to EVP, Power and Connectivity business areas.

In its meeting today, the Board of Directors has also elected the current member of the Board, Anders Dahlblom, as the new Chair of the Board of Directors. Dahlblom will succeed Jaakko Eskola who has chosen to step down from his position. Eskola has served as the Chair of Enersense’s Board of Directors since 2021. Enersense’s Board will comprise seven (7) members until the next Annual General Meeting.

Enersense’s new President and CEO, Kari Sundbäck, has earlier worked, among other things, as the Head of Services, Solutions, Digital and Sustainability at Caverion and held international management positions at Nokia and KONE.

”Enersense’s growth has been strong in the past years. We revised our strategy in June and launched a recruiting process to find a CEO who would determinedly implement our strategy that supports the green energy transition as well as improve the company’s profitability and shareholder value. At the end of the process, we concluded that Kari is the best person to lead Enersense and to strengthen the company’s position in its core businesses. I would also like to take this opportunity to thank Jaakko Eskola for his substantial role in choosing the President and CEO as well as Enersense’s acting CEO Juha Silvola for his contribution”, says Anders Dahlblom, Chair of Enersense’s Board of Directors.

“Enersense is a very important company in the green energy transition. I’m excited and humbled to have the opportunity to join Enersense to make the newly laid out strategy a reality. I look forward to developing together with all our people our relevance and value to customers in the energy, telecommunications and industrial sectors”, says Kari Sundbäck, Enersense’s new President and CEO.

“On behalf of Enersense’s Nomination Board I want to thank Jaakko Eskola, who is now stepping down, for his term as the Chair of Enersense’s Board and welcome Anders Dahlblom as the new Chair of the Board of Directors. Virala is the largest shareholder in Enersense and it is natural that in this kind of a turning point a representative of the largest shareholder takes the position as the Chair of the Board. I am convinced that the renewed top management together with the renewed strategy give the company a good starting point to create substantial shareholder value”, says Alexander Ehrnrooth, Chair of Enersense’s Nomination Board.

ENERSENSE INTERNATIONAL PLC

Board of Directors

More information:

Anders Dahlblom, Chair of the Board

Contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel.: +358 40 043 7515
Email: tommi.manninen@enersense.com

DISTRIBUTION
Nasdaq Helsinki
Major media
www.enersense.com