Enersense International Plc: Notification under chapter 9, section 5 and 6 of the Securities Market Act (Virala Oy Ab) Enersense International Plc Stock Exchange Release 5 February 2024 at 4:00 p.m. Enersense International Plc has, on 5 February 2024, received from Virala Oy Ab a notification, pursuant to Chapter 9, Section 5 and 6 of the Finnish Securities Markets Act (SMA), about a change in their shareholding. According to the notification Virala Oy Ab’s subsidiary Nidoco AB holds 21.98% of Enersense’s total number of shares and votes. Virala Oy Ab’s holding through financial instruments amounts to 800,000 shares, which corresponds to 4.85% of the total amount of Enersense’s shares. The combined holding of Virala and Nidoco together is 4,425,000 shares, which corresponds to 26.83% of Enersense’s shares and votes. Before the notification, Nidoco’s holding was 4,425,000 shares, which corresponded to 26.83% of Enersense’s shares and votes. Enersense’s total number of shares and voting rights is 16,492,527. Holdings according to the notification: % of shares and voting rights(total of 7.A) % of shares and voting rights through financial instruments(total of 7.B) Total of both in % (7.A + 7.B) Resulting situation on the date on which threshold was crossed or reached 21.98 4.85 26,83 Position of previous notification 25.01 – 25.01 A: Shares and voting rights Class/type ofsharesISIN code Number of shares and voting rights % of shares and voting rights Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7) Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7) FI4000301585 0 3,625,000 0 21.98 SUBTOTAL A 3,625,000 21.98 B: Financial Instruments according to SMA 9:6a Type of financial instrument Expiration date Exercise/Conversion Period Physical or cash settlement Number of shares and voting rights % of shares and voting rights Forward contract 19 April 2024 5 February 2024 Physical 800,000 4.85 SUBTOTAL B 800,000 4.85 Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity: Name % of shares and voting rights % of shares and voting rights through financial instruments Total of both Virala Oy Ab – 4.85 800,000 Atine Group Oy – – – Nidoco AB 21.98 – 3,625,000 ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs Further information: Tommi Manninen, SVP, Communications and Public Affairs Telephone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Major media www.enersense.fi Enersense_flagging_Virala_ENG_05022024
Enersense selected as the main contractor to upgrade Fingrid’s network in Harjavalta Enersense International Plc Investor news, 5 February 2024 at 11:00 a.m. Enersense, a provider of zero-emission energy solutions, has won Fingrid’s public bidding process to build three new 110 kV substations in the Harjavalta area. The substations will be built as gas insulated switchgear (GIS) using a gas insulation solution that does not contain any SF6 gas which is a significant greenhouse gas. The project will continue until the summer of 2027. The value of the contract is roughly EUR 20 million which will be recognised in the order books of the Power business area for the first quarter of 2024. “We are happy to continue our successful cooperation with Enersense’s skilled and enthusiastic personnel. The SF6-free projects completed last year in Luukkala and currently in progress in Framnäs following the same concept have proceeded very well, and it will be productive to replicate the lessons learned from them,” says Daniel Kuosa, Head of Substation Projects at Fingrid. The project is significant for Enersense. “Our order books will be strengthened far into the future, and we can also maintain our position as a provider of sustainable GIS substation solutions. What is more, this project is an excellent extension to our ongoing projects in which we are using the same technology,” says Joni Parkkinen, Vice President of Transmission Networks at Enersense. The contract agreement will be signed after the appeal period laid down in the Act on Public Procurement and Concession Contracts. More information: Joni Parkkinen, Vice President, Transmission Networks, Power Tel.: +358 50 537 5837 Email: joni.parkkinen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense_Harjavalta_ENG_05022024
Enersense’s Shareholders’ Nomination Board’s proposals to the 2024 Annual General Meeting Enersense International Plc Stock exchange release, 2 February 2024 at 12:30 p.m. Enersense International Plc’s Shareholders’ Nomination Board has submitted the following proposals to the company’s Board of Directors for the Annual General Meeting 2024 planned for 4 April 2024: 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 eigth (8) members. The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2025, Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander, Petri Suokas, Anna Miettinen and Carl Haglund will be re-elected as board members. The Shareholders’ Nomination Board also proposes that Ville Vuori and Anders Dahlblom will be elected as new board members. Board professional Ville Vuori, B.Sc. in Engineering, eMBA, has acted as CEO of Kemppi Oy during 2017 – 2023 and as President and CEO of Incap Group during 2014-2017. Before that he worked at Kumera Drives Oy and Skyhow Ltd. as Managing Director and at ABB Group in several managerial positions. Anders Dahlblom, M.Sc.(Econ.), CEFA, will serve as COO at Virala Oy Ab from 16 February 2024. Prior to this, he has been the President & CEO of Glaston Oyj and is currently member of the Board in Conficap Oy and Are Oy. 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 Jaakko Eskola is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is elected as Vice Chair of the Board of Directors. All candidates have given their consent to be elected for the duty and the Nomination Board assesses that all candidates are independent of the company at the time of submitting the proposal. In addition, Sirpa-Helena Sormunen, Sari Helander, Petri Suokas, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of any significant shareholders. Jaakko Eskola is not independent of one of the company’s significant shareholders as he holds the position of Senior Industrial Advisor at Nidoco AB. Anders Dahlblom is not independent of one the company’s significant shareholder as he will assume the COO role at Virala Oy Ab On 16.2.2024, which is 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 2024 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 2024 is Alexander Ehrnrooth, Nidoco, and members are Marjo Miettinen, Ensto Invest and Janne Vertanen, Verman Holding. Jaakko Eskola, 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 Tommi Manninen SVP, Communications and Public Affairs More information: Alexander Ehrnrooth Chair of the Nomination Board Telephone: +358 9 6122340 Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 (0)40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Key media www.enersense.com Enersense_nomination_board_proposals_02022024
Enersense is planning to simplify its organisational structure to improve its competitiveness, efficiency and expertise – number of reported business areas will be three Enersense International Plc Stock exchange release, 9 January 2024 at 12 p.m. Enersense, a provider of zero-emission energy solutions, is planning to simplify its organisational structure to improve its competitiveness, efficiency and expertise by merging the current Power and International Operations business areas into a single business area. At the same time, the Smart Industry business area will be renamed Industry. From the beginning of 2024, Enersense will report three business areas instead of the current four: Power, Industry, and Connectivity. Comparison figures for 2023 will be published before the publication of results for the first quarter of 2024. “The Power and International Operations business areas carry out highly similar development projects in various areas to enable zero-emission society, and we believe that by bringing our top professionals under the same roof across national boundaries we can significantly increase synergies, expertise, competitiveness and efficiency. This new operating model will also strongly support our growth strategy and goal to expand to new market areas. International teams also provide our personnel with opportunities to develop themselves and their skills, and to work more flexibly in different countries and multinational communities,” says Jussi Holopainen, CEO of Enersense. Changes to Enersense’s Group Executive Team Planned organizational changes will affect the composition of the Group Executive Team of Enersense. The Group Executive Team will be from 9 January 2024 as follows: Jussi Holopainen, President & CEO Mikko Jaskari, CFO Juha Silvola, EVP, Power and Connectivity Jaakko Leivo, EVP, Industry Sami Takila, SVP, Legal Hanna Reijonen, SVP, HR Tommi Manninen, SVP, Communications and Public Affairs One current member of the Group Executive Team, Margus Veensalu, will step down from the Group Executive Team but will continue at Enersense in another role. “I want to thank Margus Veensalu for his excellent work as a member of our Group Executive Team and contribution to the development of our company over the past years”, says Jussi Holopainen, President & CEO. ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs More information: Jussi Holopainen, CEO Tel.: +358 44 517 4543 Email: jussi.holopainen@enersense.com Mikko Jaskari, CFO Tel.: +358 40 053 5337 Email: mikko.jaskari@enersense.com Media 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 Enersense_reporting_structure_ENG_09012024
Nordea to start analysis on Enersense Enersense International Plc Investor news, 11 December 2023 at 10:30 a.m. Nordea and their analyst Mr Pasi Väisänen will start following Enersense, a provider of zero-emission energy solutions. From now on, analysts at Nordea, SEB and Inderes are producing analysis on Enersense. EVLI, who have previously followed Enersense, will end their analysis on Enersense in January 2024. More information: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense_Nordea_IoC_ENG_11122023
Enersense selected as the main contractor for the construction of the Korpilevonmäki wind farm infrastructure Enersense International Plc Investor news, 29 November 2023 at 1:00 p.m. Enersense, a provider of zero-emission energy solutions, has entered into an agreement with Ilmatar Energy on the construction of the Korpilevonmäki wind farm in Säkylä. The order will be recognised in the order book of Enersense’s Power segment for the fourth quarter of 2023. Ilmatar’s Korpilevonmäki wind farm consists of six turbines. The construction project started in November, and the contract is expected to be completed in autumn 2024. Enersense’s delivery includes the construction of roads and lifting areas in the farm, turbine foundations and the internal network as a turnkey delivery. “This is our first construction project for Ilmatar in our history of wind power construction, and we are of course very happy of our selection as the main contractor for the Korpilevonmäki wind farm. The project is a perfect fit for our core expertise and strengthens our cooperation as a provider of wind power services,” says Pekka Pitkämö, Vice President of Sales in Enersense’s Renewable Energy segment. “The Korpilevonmäki wind farm is a very important project for Ilmatar and increases the generation of renewable energy in Finland. While the construction schedule is tight and the market situation is challenging, Enersense’s extensive experience in infrastructure construction in wind power projects convinced us. The construction of the wind farm will start immediately, and we look forward to working with Enersense,” says Antti Lehtinen, Director of Procurement at Ilmatar. Ilmatar is a Nordic energy company and an independent power producer that focuses exclusively on renewable energy. It operates in the development, construction, ownership and maintenance of renewable energy, especially wind and solar power projects. The total output of Ilmatar’s onshore and offshore wind power and solar power projects that are at different stages in the Nordic countries is more than 20 GW. During 2023, Ilmatar will commission six onshore wind farms and one solar power farm in Finland. More information: Pekka Pitkämö, Vice President of Sales, Renewable Energy Tel.: +358 44 425 2240 Email: pekka.pitkamo@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 40 043 7515 Email: tommi.manninen@enersense.com enersense_ilmatar_29112023_ENG
Enersense has signed a follow-up agreement with Elektrilevi regarding the maintenance of electricity networks in Estonia Enersense International Plc Investor news 24 November 2023 at 2:15 p.m. An Estonian subsidiary of Enersense International Plc, a creator of zero-emission energy solutions, Enersense AS, which operates in the business area of International Operations, has signed a follow-up agreement with Elektrilevi, the largest network operator in Estonia, regarding the maintenance of the electricity networks. The two-year agreement includes maintenance and troubleshooting of electricity distribution networks in the Saaremaa and Hiiumaa area, with works starting in January 2024. The value of the agreement is approximately EUR 7.4 million. The order will be recognised in the order backlog of Enersense’s International Operations business area for the fourth quarter of 2023. “The agreement is important to us for several reasons. Among other things, the signed agreement strengthens our position in the Baltic market and supports our mission to create an emission-free society. Elektrilevi is our largest customer in Estonia, and we have been providing them with our services on a similar contractual basis for more than ten years. It is a sign of our success that our cooperation will continue in a project that is strategically important to us,” says Margus Veensalu, EVP of Enersense International Plc’s International Operations segment. More information: Margus Veensalu, Executive Vice President, International Operations Tel.: +372 50 96 969 Email: margus.veensalu@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 40 043 7515 Email: tommi.manninen@enersense.com enersense_elektrilevi_24112023_ENG
The Board of Directors of Enersense International Plc has decided on the payment of the second instalment of a return of capital based on the authorisation granted by the Annual General Meeting Enersense International Plc Stock exchange release 27 October 2023 at 12:05 p.m. Enersense International Plc’s Board of Directors has decided on the record date and payment date for the second instalment of a return of capital of EUR 0.05 for the financial year 2022 authorised by Annual General Meeting on 4 April 2023. Based on the Board of Directors’ decision, the second instalment of a return of capital, EUR 0.05 per share, will be paid to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date of 1 November 2023. The payment date for the second instalment of the return of capital is on 8 November 2023. The Annual General Meeting resolved that the result for the financial period 1 January 2022 to 31 December 2022 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet to be adopted for the financial period, funds be distributed to shareholders from the invested unrestricted equity reserve of the company as a return of capital of EUR 0.10 per share, i.e. EUR 1,649,253.10 in total, calculated on the basis of the outstanding shares on the date of the notice convening the Annual General Meeting. The return of capital was decided to be paid in two instalments. The first instalment, EUR 0.05 per share was paid May, 2023. ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs Additional information: 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 Enersense_return_of_capital_II_instalment_27102023
Enersense International Plc´s financial reporting and Annual General Meeting in 2024 Enersense International Plc Stock Exchange Release 6 October 2023 at 9:15 a.m. Enersense International Plc´s Financial Statements Bulletin for the year 2023 will be published on Thursday 29 February 2024. Financial Statements and Board of Directors’ Report for 2023 will be published during week 10. In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2024: January-March on Friday 26 April 2024. January-June on Thursday 1 August 2024. January-September on Monday 28 October 2024. Enersense International Plc´s Annual General Meeting 2024 is planned to be held on Thursday 4 April 2024. Enersense’s Board of Directors will summon the Annual General Meeting at a later date. A shareholder who wishes to include a matter on the agenda of the Annual General Meeting should submit such request by 16 February 2024 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com. 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: Nasdaq Helsinki Major media www.enersense.com Enersense_financial_calendar_2024_ENG_06102023
The Soidinmäki wind farm has been completed and handed over to the buyer Enersense International Plc Investor news, 28 September 2023 at 2.10 p.m. Enersense, a provider of zero-emission energy solutions, has sold its minority stake in the Soidinmäki wind farm. The shares have been recognised at fair value on the company’s balance sheet, and the transaction will not have a significant impact on the Power business area’s EBITDA in the third quarter 2023. The Soidinmäki wind farm in Saarijärvi has seven wind power plants, and its annual production is estimated at 126 GWh. Enersense served as an upstream project developer and the main contractor during the construction phase of the wind farm. The turnkey delivery included all design and construction, including the foundations, roads and crane pads for the power plant, as well as its electricity network and substation. “We are very pleased that our wind power projects are progressing as planned. After the sale of the minority stake, Enersense will continue to be responsible for O&M services during the operation of the wind farm under a multi-year agreement, which covers the monitoring and maintenance of the substation and the electricity network,” says Lauri Lammivaara, Vice President, Wind Power Development, Power business area. More information: Lauri Lammivaara, Vice President, Wind Power Development Tel.: +358 440 330 498 Email: lauri.lammivaara@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 40 0437515 Email: tommi.manninen@enersense.com Enersense_Soidinmäki_ENG_28092023
Correction to stock exchange release: Enersense International Plc’s Shareholders’ Nomination Board Enersense International Plc Stock exchange release 6 September 2023 at 4:45 p.m. Enersense corrects its stocks exchange release about the composition of the Shareholders’ Nomination Board published today at 2:15 p.m. The name of the Verman Holding’s representative was incorrect. The entire corrected stock exchange release is available below: 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 1 September 2023, the three major shareholders and their representatives have been appointed to Enersense International Plc’s Shareholders’ Nomination Board as follows: Alexander Ehrnrooth, Nidoco Marjo Miettinen, Ensto Invest Janne Vertanen, Verman Holding. 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 2024 Annual General Meeting to the Board of Directors by 31 January 2024. 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: Nasdaq Helsinki Major media www.enersense.com Enersense_correction_Nomination_Board_06092023
Enersense International Plc’s Shareholders’ Nomination Board Enersense International Plc Stock exchange release 6 September 2023 at 2:15 p.m. 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 1 September 2023, the three major shareholders and their representatives have been appointed to Enersense International Plc’s Shareholders’ Nomination Board as follows: Alexander Ehrnrooth, Nidoco Marjo Miettinen, Ensto Invest Janne Verman, Verman Holding. 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 2024 Annual General Meeting to the Board of Directors by 31 January 2024. 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: Nasdaq Helsinki Major media www.enersense.com Enersense_Nomination_Board_ENG_06092023
Enersense has entered into an extension agreement of EUR 25 million with Telia Finland Enersense International Plc Investor news, 22 August 2023 at 1.10 p.m. Enersense, a provider of zero-emission energy solutions, and Telia Finland have signed a one-year extension agreement on the provision of telecommunications network field services. The value of the agreement is EUR 25 million. The order will be recognised in the order backlog of Enersense’s Connectivity business area for the third quarter of 2023. The agreement includes mobile network and fixed network construction services, customer delivery and repair services and preventive maintenance services in Finland. The agreement is a continuation of the companies’ long-term cooperation, and its substance corresponds to the scope of their previous framework agreement on field services. The new agreement period will begin on 1 April 2024. “Cooperation with Telia is very important to us. The extension agreement covers nearly all the services we provide and is one of the most comprehensive agreements in Connectivity. We are pleased to continue our joint development work, where we see significant potential for the provision of services for the entire sector in the future. I would like to thank Telia and our own personnel for their forward-looking work of a high quality,” says Miika Erola, Vice President, Connectivity at Enersense. ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs More information: Miika Erola, Vice President, Connectivity Tel.: +358 40 641 7041 Email: miika.erola@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense_Telia_ENG_22082023
Enersense changes the accounting of wind power projects and publishes comparison figures for 2022 Enersense International Plc Stock exchange release, 27 July 2023 at 2:00 p.m. Enersense changes the accounting of wind power projects from the beginning of 2023 so that realised sales gains from completed wind power projects are recognised in revenue in the income statement, whereas they were previously included in other operating income. In addition, distribution of funds to minority shareholders which is based on a shareholder agreement are recognised in financial expenses in the income statement, while they were previously treated as decreases in equity. These changes are related to the specification of accounting principles the aim of which is to provide clearer and more comparable information about Enersense’s wind power projects and their impact on the company’s financial results. Impact of the change in accounting on the group’s turnover, financial expenses and earnings per share As a result of the change, revenue increased by EUR 6.4 million for the first quarter and by EUR 7.5 million for the fourth quarter of 2022. The full-year revenue increased by EUR 14 million in total. Other operating income decreased correspondingly. The change had no impact on operating results for 2022. Financial expenses increased by EUR 2.5 million for the first quarter and by EUR 4.9 million for the fourth quarter of 2022. Full-year financial expenses increased by EUR 7.4 million. Earnings per share decreased by EUR 0.16 for the first quarter and by EUR 0.30 for the fourth quarter of 2022. Full-year earnings per share decreased by EUR 0.46. Impact of the change in accounting on the Power segment’s revenue and EBITDA-% The Power segment’s revenue increased by EUR 6.4 million for the first quarter and by EUR 7.5 million for the fourth quarter of 2022. The full-year revenue increased by EUR 14 million in total. The change had no impact on EBITDA, but it decreased the EBITDA-% by 18.8 percentage points for the first quarter and by 14.3 percentage points for the fourth quarter of 2022. Key comparison figures for 2022 by quarter are presented below for the Group and the Power segment following the changes defined above. The group’s changed key figures for 2022 1–3/2022 4–6/2022 6–9/2022 10–12/2022 1–12/2022 Revenue (EUR 1,000) 60,202 59,827 64,390 97,578 281,997 EBITDA (EUR 1,000) 5,410 -614 4,047 3,367 12,210 EBITDA, % 9.0 -1.0 6.3 3.5 4.3 Adjusted EBITDA (EUR 1000) 5,479 -431 4,255 4,350 13,653 Adjusted EBITDA, % 9.1 -0.7 6.6 4.5 4.8 Operating result (EUR 1,000) 3,227 -2,772 1,929 1,095 3,479 Operating result, % 5.4 -4.6 3.0 1.1 1.2 Financial income and expenses -3,707 -678 -786 -5,336 -10,507 Result for the period (EUR 1,000) -1,294 -4,133 1,169 -5,577 -9,835 Return on equity, % -2.6 -6.3 2.9 -9.9 -17.5 Earnings per share, undiluted, EUR -0.06 -0.25 0.08 -0.34 -0.57 Earnings per share, diluted, EUR -0.06 -0.25 0.08 -0.34 -0.57 The Power segment’s changed key figures for 2022 EUR million 1–3/2022 4–6/2022 6–9/2022 10–12/2022 1–12/2022 Revenue 20,763 14,043 14,556 25,596 74,958 EBITDA 8,756 599 1,147 8,735 19,237 EBITDA, % 42.2 4.3 7.9 34.1 25.7 ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs More information: Jussi Holopainen, CEO Tel.: +358 44 517 4543 Email: jussi.holopainen@enersense.com Mikko Jaskari, CFO Tel.: +358 40 053 5337 Email: mikko.jaskari@enersense.com Distribution: Nasdaq Helsinki Major media www.enersense.com Enersense_Comparison_figures2022_27072023
Enersense has signed an agreement with P2X on an equipment and pipeline contract for a green hydrogen production plant Enersense International Plc Investor news, 18 July 2023 at 11:15 a.m. Enersense, a provider of zero-emission energy solutions, has signed an agreement with P2X on an equipment and pipeline contract for Finland’s first renewable green hydrogen production plant. The plant is under construction in Harjavalta and is expected to be commissioned in 2024. The order will be recognised in the order book of Enersense’s Smart Industry business area for the third quarter of 2023. Earlier this year, Enersense announced that it would be delivering steel structures for reactor modules to Q Power, a supplier of Power-to-X technology, which will be building a synthetic methane plant in connection with P2X’s green hydrogen production plant. “It is great to be involved in this project in terms of demanding pipelines. Including the reactor modules to be delivered to Q Power, we are playing a significant role in Finland’s first green hydrogen construction project. These assignments also support the Smart Industry business area’s growth targets,” says Mikko Lampinen, COO, Enersense Works. Enersense owns 16.3% of P2X Solutions. Through P2X, Enersense is involved in reducing the emissions of heavy transport using hydrogen and synthetic fuels and in enabling energy storage opportunities created by green hydrogen. More information: Mikko Lampinen, COO, Enersense Works Tel. +358 40 079 4543 Email: mikko.lampinen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 (0)40 043 7515 Email: tommi.manninen@enersense.com Enersense_P2X_ENG_18072023
Enersense to deliver offshore steel structures to Aker Solutions in Norway Enersense International Plc Investor news 7 July 2023 at 10:30 a.m Enersense, a provider of zero-emission energy solutions, will deliver steel structures to Aker Solutions in Norway. Aker Solutions is involved in various offshore projects internationally. Aker Solutions has ordered steel structure modules (pre-assembled units) from Enersense for the Hugin A production platform which is part of the Aker BP-operated Yggdrasil oil and gas development in the North Sea. The order will be included in Enersense’s Smart Industry business area’s third quarter 2023 order book. “This is a new opening for us in the Norwegian offshore market, and we believe that a well-executed project will enable the expansion of our cooperation into the rapidly growing energy market, where Aker Solutions has strong experience. This order is significant to Enersense Offshore and we are taking the next step on the way towards our growth targets. It shows that the investments in the ramp-up of Enersense Offshore, which we acquired in the autumn of 2021, are beginning to materialise and will enable us to further strengthen our own organisation and partner network,” says Jaakko Leivo, EVP, Smart Industry. The project will begin with engineering and planning in late summer 2023, and the fabrication of the modules will start in Enersense’s production facilities in Mäntyluoto towards the end of the year. The last modules are scheduled to be delivered in December 2024. Aker Solutions: Aker Solutions delivers integrated solutions, products and services to the global energy industry. The company enables low-carbon oil and gas production and develops renewable solutions for future energy needs. The company is accelerating the transition to sustainable energy production by combining innovative digital solutions with predictable project implementation. Aker Solutions employs approximately 16,000 people in more than 20 countries. More information: Jaakko Leivo, EVP, Smart Industry Tel.: +358 (0)40 079 4543 Email: jaakko.leivo@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 (0)40 043 7515 Email: tommi.manninen@enersense.com Enersense_AkerSolutions_ENG_07072023
Enersense sells Enersense Solutions, a provider of contractor liability services, to Econia, part of Administer Group Enersense International Plc Investor news, 27 June 2023 at 1:00 p.m. Enersense, a creator of zero emission energy solutions, sells all shares in Enersense Solutions Oy to Econia Oy, part of Administer Group. The purchase amount is EUR 1,000,001 and sales gains of EUR 0.9 million will be recognised in the results of Enersense’s Smart Industry segment for the second quarter. Enersense Solutions employs 11 people and owns E-Sense, a system used in contractor liability services, which will transfer to Econia through the transaction. Enersense will continue to use the E-Sense system. More information: Jaakko Leivo, EVP, Smart Industry Tel.: +358 (0)40 079 4543 Email: jaakko.leivo@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 (0)40 043 7515 Email: tommi.manninen@enersense.com EnersenseSolutions_Econia_ENG_27062023
Insider information: Enersense and Elisa have signed a 35-million-euro add-on contract for the construction of an optic fibre network in Finland Enersense International Plc Insider information 19 June 2023 at 12:55 p.m. Enersense, a provider of zero-emission energy solutions, and Elisa, a Finnish telecommunications and digital services company, have signed an add-on turnkey contract for the construction of Elisa’s Fibre to the Home optic fibre network in Finland. The total value of the add-on contract is EUR 35 million, and it more than doubles the volume of optic fibre networks Enersense will construct for Elisa in 2024–2026. The contract will be included in Enersense’s Connectivity business area’s second quarter 2023 order book. The contract is an extension of the companies’ long-term cooperation. Enersense is responsible for the turnkey delivery, which contains the project management, planning and construction of the network, materials logistics, and customer deliveries. “We are very pleased that our cooperation in building Elisa’s fibre-to-the-home (FTTH) connections is continuing. Building a zero-emission society is at the core of Enersense’s strategy, and high-speed optical fibre networks have a role to play in this. FTTH construction is expected to grow significantly in Finland in the coming years. It is great that our customers are relying on Enersense’s optical fibre network construction services, and that our business operations are growing with the market,” says Jussi Holopainen, President & CEO, Enersense. ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media 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 Enersense_Elisa_ENG_19062023
Enersense selected as the main contractor for Fingrid’s Nuojuankangas–Pyhänselkä substation project Enersense International Plc Investor news, 6 June 2023 at 10:30 a.m. Enersense, a creator of zero emission energy solutions, has won the bidding process for Fingrid’s substation contract to build a new transformer substation and expand the 110 kV switchgear in Nuojuankangas. The project also includes the expansion of the substation in Pyhänselkä. The project will employ Enersense until spring 2026. The value of the contract is more than EUR 20 million, and it will be included in Enersense’s Power segment’s second quarter 2023 order book. The project is part of Fingrid’s larger project to build a new power transmission line from Pyhänselkä to Huutokoski (expansion of the Järvilinja transmission line). The expanded Järvilinja transmission line ensures and maintains the high reliability of the main grid as the need for electricity transmission increases. “Strengthening Järvilinja is needed in order to transmit renewable energy from northern Finland as well as electricity through Aurora Line from Sweden to southern Finland. In addition, the new capacity enables connecting wind power and industrial sites in eastern Finland and Kainuu region. Substation projects in Pyhänselkä, Muhos and Nuojuankangas, Vaala are the first major steps in strengthening Järvilinja. It is great to execute these projects together with Enersense. The project is important to both Finland’s main grid and the whole society as it enhances achieving Finland’s climate goals and national competitiveness,” says Daniel Kuosa, Construction Manager, Fingrid. This project is very significant for Enersense. “New transmission lines are required as the energy transition proceeds, and it is wonderful that we can carry out this significant customer project in substation construction. This contract strengthens our portfolio in carrying out demanding projects in Finland’s main grid and marks one of the largest projects in the history of Enersense’s transmission network operations,” says Joni Parkkinen, Vice President of Enersense Transmission Networks. The procurement agreement can be signed once the appeal period in accordance with the Act on Public Procurement and Concession Contracts has ended. More information: Joni Parkkinen, Vice President, Transmission Networks, Power Tel.: +358 (0)50 537 5837 Email: joni.parkkinen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel.: +358 (0)40 043 7515 Email: tommi.manninen@enersense.com Enersense_Fingrid_InvestorNews_ENG_06062023
Enersense to explore options to further accelerate execution of growth ambitions to become a significant zero-emission energy producer Enersense International Plc Stock exchange release 1 June 2023 at 10:00 a.m. Enersense has initiated an evaluation of options to further accelerate its growth ambitions within its Power segment, specifically the strategy to become a significant zero-emission energy producer. Enersense’s energy production target by 2027 is 600–700 MW, of which 600 MW would be wind power and 100 MW solar power. The options to be considered include creating a new, separate Enersense subsidiary for renewable energy development and production and engaging with external parties to identify possible partners that would support an acceleration of the growth strategy. Enersense has engaged BNP Paribas as financial advisor to assist with the evaluation. Enersense will carefully evaluate the various options and take the necessary time to consider the best possible solution. Enersense will give an update in due course, if any concrete outcome were to materialise. ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Mikko Jaskari, CFO Tel.: +358 40 053 5337 Email: mikko.jaskari@enersense.com Media 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 Enersense_strategic_options_01062023
Enersense chosen as main contractor for Gigawatti Oy’s Oosinselkä wind farm infrastructure construction Enersense International Plc Investor news 17 April 2023 at 11:35 a.m. Enersense International, a provider of zero-emission energy solutions, has agreed with Gigawatti Oy about construction of the Oosinselkä wind farm in Luvia at Eurajoki, Finland. The order has been booked into Enersense’s Power business area’s first quarter 2023 order book. Gigawatti Oy’s Oosinselkä wind farm consists of 13 turbines. Enersense will begin the construction works in the summer of 2023. According to plans, the project will be completed by the end of 2024. Enersense will provide construction of the wind farm’s roads and platforms, foundations and internal network as a turnkey delivery. “The Oosinselkä wind farm is a continuation to the cooperatives long-term investments to increase their own renewable energy. When completed, the wind farm will produce approximately a fifth of the S Group’s electricity demand. Enersense’s long experience of wind farms’ infrastructure construction was decisive in the selection of the contractor,” says Mikko Halonen, CEO, S-Voima. ”This project in the growing wind power market is important for Enersense. We are very pleased that Gigawatti Oy chose us as their partner in this investment. This enables us to extend our good cooperation from wind power maintenance also to construction projects,” says Maija Isoaho, Head of wind power construction for Enersense’s Power business area. Gigawatti Oy is fully owned by S-Voima Oy, who is responsible for the S Group’s electricity procurement. S-Voima Oy is owned by the cooperatives and SOK together. More information: Maija Isoaho, Head of wind power construction Tel. +358 44 425 2457 Email: maija.isoaho@enersense.com Media contact: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense_Oosinselkä_ENG_17042023
Enersense chosen as main contractor for Fingrid’s project to expand substations in Huittinen-Forssa Enersense International Plc Investor news 14 April 2023 at 2:25 p.m. Enersense International, a provider of zero-emission energy solutions, has won a project in Fingrid’s public procurement tendering regarding substation expansions in Huittinen-Forssa, Finland. Expanding the substations enables a new transmission link which increases the transmission capacity for electricity and enables for its part the transmission of the excess wind power from the growing west coast production to Southern Finland. It also enables connections for renewable electricity production. The project will employ Enersense for approximately three years and its preparations will begin immediately. The value of the project is approximately EUR 13 million and it has been booked into Power business area’s first quarter 2023 order book. “The new Forssa-Huittinen 400 kV transmission link is an important project for both the Finnish grid and society. In the south, consumption of electricity is increasing. At the same time, production is decreasing and is being replaced with wind and nuclear power in the north, which increases the need for electricity transmission. The link will be built responsibly so that it replaces the current 110 kV power line in order to reduce the impact of land use. The connection will essentially increase reliability in maintenance and failure situations. Additionally, in connection with the expansion works, the protection and automation i.e. smart systems of the substations will be modernized. Cooperation with Enersense has always been straightforward and the quality of project execution has been excellent”, says Daniel Kuosa, Construction Manager, Fingrid. This substation expansion project is important to Enersense. “Energy transition is proceeding which means new transmission connections are needed. The substation expansions will enable this. Our goal is to enhance the energy transition for our part. At the same time the project strengthens our portfolio as an implementor of demanding Finnish national grid projects,” says Joni Parkkinen, Vice President, Transmission Networks business area at Enersense. The decision shall enter into force after the end of the appeal period under the Act on Public Procurement and Concession Contracts. More information: Joni Parkkinen, Vice President, Transmission Networks, Power Tel: +358 50 537 5837 Email: joni.parkkinen@enersense.com Media contact: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense_Fingrid_14042023
Enersense chosen as main contractor for Fingrid’s project where capacitors are added into substations Enersense International Plc Investor news 12 April 2023 at 11.45 a.m. Enersense International, a provider of zero-emission energy solutions, has won a project in Fingrid’s public procurement tendering regarding adding capacitors into substations in order to improve transmission capacity. The project will employ Enersense for approximately two years, and preparations for it will begin immediately. The value of the project is approximately EUR 6.6 million and it has been booked into Power business area’s first quarter 2023 order book. The decision shall enter into force after the end of the appeal period under the Act on Public Procurement and Concession Contracts. More information: Joni Parkkinen, Vice President, Transmission Networks, Power Tel: +358 50 537 5837 Email: joni.parkkinen@enersense.com Media contact: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense_Fingrid_ENG_12042023
Resolutions of Enersense International Plc’s Annual General Meeting and the organizing meeting of the Board of Directors Enersense International Plc Stock Exchange Release 4 April 2023 at 5:10 p.m. The Annual General Meeting of Enersense International Plc (the “Company”) was held on 4 April 2023 starting at 2:00 p.m. at Hotel Haven at the address Unioninkatu 17, FI-00130 Helsinki, Finland. The Annual General Meeting approved all proposals made by the Shareholders’ Nomination Board and the Board of Directors to the Annual General Meeting. ADOPTION OF THE FINANCIAL STATEMENTS The Annual General Meeting resolved to adopt the financial statements, which include the consolidated financial statements, for the financial period 1 January 2022–31 December 2022. DISCHARGE FROM LIABILITY The Annual General Meeting resolved to discharge all persons that had acted as members of the Board of Directors or as CEO from liability for the financial period 1 January 2022–31 December 2022. RESOLUTION ON THE USE OF THE RESULT SHOWN ON THE BALANCE SHEET AND THE DISTRIBUTION OF FUNDS The Annual General Meeting resolved that the result for the financial period 1 January 2022–31 December 2022 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet adopted for the financial period, funds be distributed to shareholders from the invested unrestricted equity reserve of the Company as a return of capital of EUR 0.10 per share. The return of capital shall be paid in two instalments. The first instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the first instalment of the return of capital on 6 April 2023. The first instalment of the return of capital shall be paid as from 5 May 2023. The second instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date for the second instalment of the return of capital, as later decided by the Board of Directors. The Board of Directors will decide the record date and the payment date for the second instalment of the return of capital at its meeting to be held in October 2023. The record date for the second instalment of the return of capital is planned to be on 1 November 2023, and the payment date as from 8 November 2023. The Annual General Meeting resolved that no dividend would be paid based on the balance sheet adopted for the financial period. CONSIDERATION OF THE REMUNERATION REPORT FOR GOVERNING BODIES The Annual General Meeting approved the remuneration report for the Company’s governing bodies for 2022. The resolution is advisory in accordance with the Finnish Companies Act. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS The Annual General Meeting resolved that the following annual remuneration shall be paid to the members of the Board of Directors: 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 In addition, the Annual General Meeting resolved that the following meeting fees for each meeting of the Board of Directors and committees shall be paid: EUR 1,000 for Chairs of the Board of Directors and committees EUR 500 for other members. Furthermore, travel expenses are reimbursed in accordance with the Company’s current travel reimbursement policy. NUMBER OF MEMBERS AND ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS The Annual General Meeting resolved that the number of ordinary members of the Board of Directors shall be six (6). The Annual General Meeting resolved to re-elect Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander and Petri Suokas as members of the Board of Directors as well as elect Anna Miettinen and Carl Haglund as new members of the Board of Directors. ELECTION AND REMUNERATION OF THE AUDITOR The Annual General Meeting resolved that auditing firm KPMG Oy Ab continues as the auditor of the Company. Heli Tuuri, Authorised Public Accountant, shall be the principally responsible auditor. The term of office of the auditor shall end at the end of the next Annual General Meeting following the election. The auditor’s remuneration shall be paid according to a reasonable invoice approved by the Audit Committee. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AS WELL AS THE ISSUANCE OF OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of shares against payment as well as on the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10, section 1 of the Finnish Companies Act, or a combination of some or all of the above, under the following conditions: A total maximum of 1,649,250 new and/or treasury shares of the Company may be issued under the authorization (including shares issued on the basis of special rights). Within the limits of the authorization, the Board of Directors is authorized to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The Board of Directors is authorized to decide to record the subscription price either as an increase of the share capital, or wholly or partly to the reserve for invested unrestricted equity.The issuances of shares and the issuance of special rights entitling to shares may also take place in deviation of the shareholders’ pre-emptive subscription right, if there is a weighty financial reason for the Company in accordance with the Finnish Companies Act (directed share issue). The authorization may then be used to finance acquisitions or other investments in the Company’s business, to maintain and increase the group’s financial solvency, to implement an incentive scheme as well as to expand the ownership base and develop the capital structure. The authorization revokes the authorizations granted by the Annual General Meeting on 4 April 2022 and by the Extraordinary General Meeting of 10 November 2022 concerning the issuance of shares and the issuance of option rights and other special rights entitling to shares, but not the authorization granted by the Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares. The authorization is valid until the end of the next Annual General Meeting, but no later than 30 June 2024. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND/OR THE ACCEPTANCE AS PLEDGE OF THE COMPANY’S OWN SHARES The Annual General Meeting resolved to authorise the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares under the following conditions: A maximum of 824,630 shares may be repurchased and/or accepted as pledge. The shares will be purchased in trading organized by Nasdaq Helsinki Ltd at a price formed in public trading on the date of repurchase. Own shares may be repurchased and/or accepted as pledge in deviation from shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase and/or acceptance as pledge of shares reduces the Company’s unrestricted equity. The Board of Directors decides how the shares are to be repurchased and/or accepted as pledge. The authorization revokes previous authorizations granted by the general meeting to repurchase and/or accept as pledge of own shares. The authorization is valid until the end of next Annual General Meeting, but no later than 30 June 2024. MINUTES OF THE ANNUAL GENERAL MEETING The minutes of the Annual General Meeting shall be available on the Company’s website on 18 April 2023 at the latest. ORGANIZING MEETING OF THE BOARD OF DIRECTORS The Board of Directors, which convened after the Annual General Meeting, elected Jaakko Eskola as the Chairperson of the Board of Directors and Sirpa-Helena Sormunen as Vice Chairperson of the Board of Directors. In addition, the Board of Directors elected the members of the Audit Committee and the Remuneration Committee from among its members. Sari Helander was elected as the Chairperson of the Audit Committee and Carl Haglund and Petri Suokas as members of the Audit Committee. Jaakko Eskola was elected as the Chairperson of the Remuneration Committee and Anna Miettinen and Sirpa-Helena Sormunen were elected as members of the Remuneration Committee. The Board of Directors has assessed the independence of its members and concluded that all Board members are independent of the company. In addition, all members except for Jaakko Eskola are independent of the company’s major shareholders. Jaakko Eskola is not considered to be independent from major shareholders because of his role as Senior Industrial Advisor to Nidoco AB. ENERSENSE INTERNATIONAL PLC Board of Directors More information: Tommi Manninen, Senior Vice President, Communications and Public Affairs Phone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com AGM_BoD_organising_meeting_Resolutions_04042023
Enersense International Plc: Managers’ transactions – Jussi Holopainen Enersense International Plc Stock exchange release 3 April 2023 at 6:05 p.m. Person subject to the notification requirement Name: Jussi Holopainen Position: Chief Executive Officer Issuer: Enersense International Oyj LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 27898/8/8 ____________________________________________ Transaction date: 2023-04-01 Outside a trading venue Instrument type: SHARE ISIN: FI4000301585 Nature of transaction: OTHER Description of the transaction type: Receiving Merger Consideration as part of MBÅ Invest Oy’s merger into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023. Transaction details (1): Volume: 272009 Unit price: 0 N/A Aggregated transactions (1): Volume: 272009 Volume weighted average price: 0 N/A ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs Further information: Tommi Manninen, SVP, Communications and Public Affairs Telephone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Major media www.enersense.com Managers_transactions_JussiHolopainen_03042023
Enersense International Plc: Managers’ transactions – Jaakko Leivo Enersense International Plc Stock exchange release 3 April 2023 at 6:05 p.m. Person subject to the notification requirement Name: Jaakko Leivo Position: Other senior manager Issuer: Enersense International Oyj LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 27901/10/10 ____________________________________________ Transaction date: 2023-04-01 Outside a trading venue Instrument type: SHARE ISIN: FI4000301585 Nature of transaction: OTHER Description of the transaction type: Receiving Merger Consideration as part of MBÅ Invest Oy’s merger into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023. Transaction details: (1): Volume: 68002 Unit price: 0 N/A Aggregated transactions: (1): Volume: 68002 Volume weighted average price: 0 N/A ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs Further information: Tommi Manninen, SVP, Communications and Public Affairs Telephone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Major media www.enersense.com Managers_transactions_JaakkoLeivo_03042023
Enersense International Plc: Managers’ transactions – Suotuuli Oy Enersense International Plc Stock exchange release 3 April 2023 at 6:05 p.m. Person subject to the notification requirement Name: Suotuuli Oy Position: Closely associated person (X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer Name: Petri Suokas Position: Member of the Board Issuer: Enersense International Oyj LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 27904/12/10 ____________________________________________ Transaction date: 2023-04-01 Outside a trading venue Instrument type: SHARE ISIN: FI4000301585 Nature of transaction: OTHER Description of the transaction type: Receiving Merger Consideration as part of MBÅ Invest Oy’s merger into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023. Transaction details (1): Volume: 680022 Unit price: 0 N/A Aggregated transactions (1): Volume: 680022 Volume weighted average price: 0 N/A ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs Further information: Tommi Manninen, SVP, Communications and Public Affairs Telephone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Major media www.enersense.com Managers_transactions_PetriSuokas_03042023
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act (Petri Suokas) Enersense International Plc Stock exchange release 3 April 2023 at 5:10 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act according to which Petri Suokas’s and entities’ in which he exercises control shareholding of Enersense International Plc’s all shares and voting rights has exceeded the 5 % threshold on 1 April 2023. The entity, Suotuuli Oy, in which Petri Suokas exercises control, received a total of 680,020 shares in Enersense International Plc as a Merger Consideration due to the merger of MBÅ Invest Oy into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023. According to the notification, the total position of the party under the flagging obligation is: % of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer Resulting situation on the date on which threshold was crossed or reached 5.66 – 5.66 933,092 Position announced in the previous flagging notification (if applicable) – – – – Notified details of the resulting situation on the date on which the threshold was crossed or reached: A: Shares and voting rights Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7) Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7) FI4000301585 12,210 920,882 0.07 5.58 A TOTAL 933,092 5.66 Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held: Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments Petri Suokas 0.07 – 12,210 Siementila Suokas Oy 1.46 – 240,860 Suotuuli Oy 4.12 – 680,022 ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs Further information: Tommi Manninen, SVP, Communications and Public Affairs Telephone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Major media www.enersense.fi Flagging_notification_PetriSuokas_03042023
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act (MBÅ Invest Oy) Enersense International Plc Stock exchange release 3 April 2023 at 1:50 p.m. Enersense International Plc has received from MBÅ Invest Oy a notification under chapter 9, section 5 of the Securities Markets Act according to which the MBÅ Invest Oy’s shareholding of Enersense International Plc’s all shares and voting rights has fallen below the 5 % threshold on 1 April 2023. MBÅ Invest Oy’s shareholding in Enersense International Plc decreased to 0 % due to its merger into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023. According to the notification, the total position of the party under the flagging obligation is: % of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer Resulting situation on the date on which threshold was crossed or reached 0 – 0 0 Position announced in the previous flagging notification (if applicable) 14.09 – 14.09 – Notified details of the resulting situation on the date on which the threshold was crossed or reached: A: Shares and voting rights Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7) Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7) FI4000301585 0 0 A TOTAL 0 0 ENERSENSE INTERNATIONAL PLC Tommi Manninen SVP, Communications and Public Affairs Further information: Tommi Manninen, SVP, Communications and Public Affairs Telephone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Major media www.enersense.fi Flagging_notification_MBÅ_03042023
Enersense postpones the publication of the Q1/2023 Business Review Enersense International Plc Stock exchange release 31 March 2023 at 3:30 p.m. Enersense International Plc (“Company”) has resolved to postpone the publication of Business Review for the first quarter (Q1) of the financial year 2023. The Company’s Q1/2023 Business Review was initially to be published on 28 April 2023. The new publication date is 8 May 2023. Enersense International Plc BOARD OF DIRECTORS Further information: Tommi Manninen, Communications and Public Affairs Telephone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Main media www.enersense.com Q1_2023_business_review_publication_date
Entering the green hydrogen economy: Enersense delivers modular structures to Q Power for a synthetic methane production plant Enersense International Plc Investor news, 6 March 2023 at 12:00 p.m. Enersense, a provider of zero-emission energy solutions, and Q Power, a company specialising in Power-to-X technology deliveries, have entered into a significant agreement on the delivery of steel structures for reactor modules for a methanation plant. The agreement is related to the synthetic methane production plant delivered by Q Power to P2X Solutions in Harjavalta. The plant is being built in connection with a green hydrogen production plant. P2X’s green hydrogen and synthetic methane production plants are pioneers in the Finnish hydrogen economy and the production of synthetic fuels in Finland. They are the first plants of their kind and scale in the country. Some of the hydrogen produced sustainably in Harjavalta will be processed into synthetic methane at the methanation plant supplied by Q Power. The plant will be delivered and commissioned in 2024 at the same time as the green hydrogen production plant. The modular structures will be manufactured in Enersense’s production facilities in Mäntyluoto. The order will be recognised in the order book of Enersense’s Smart Industry business area for the first quarter of 2023. Q Power’s process is live: the reactors contain microbes, the core element of methanation, which is why the reactors must be of an extremely high and consistent quality. “In addition to efficient production, it’s important that we can rely on our partner for high quality in manufacturing. We selected Enersense as the supplier for the Harjavalta project because they have expertise in the serial production of high-quality products of this kind. We want to provide Q Power’s microbes with the best possible environment,” says Marko Niskanen, Technical Director at Q Power. Finland’s first e-methane production plant, delivered by Q Power, is a visible sign of the progress of the energy transition. “Enersense wants to contribute to building a zero-emission energy system. We have been involved in developing various renewable energy production solutions for a long time and have delivered life-cycle services to the energy sector. It’s great that Q Power has selected us to join this project. It shows that we have been successful in our work,” says Jaakko Leivo, EVP, Smart Industry at Enersense. In addition to high quality, it is important the partners have common operating principles. “We share with Enersense a common vision and goal of building a zero-emission energy system. We are delighted that our contract partner has values similar to ours, as well as strong technological expertise,” says Marko Niskanen, Q Power. Enersense owns 16.3% of P2X Solutions. Through P2X, Enersense is involved in reducing the emissions of heavy transport using hydrogen and synthetic fuels and in enabling energy storage opportunities created by green hydrogen. More information: Enersense Jaakko Leivo, EVP, Smart Industry Tel. +358 40 079 4543 Email: jaakko.leivo@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Q Power Eero Paunonen, CEO Tel. +358 44 425 2269 Email: eero.paunonen@qpower.fi Marko Niskanen, Technical Director Tel. +358 50 357 5363 Email: marko.niskanen@qpower.fi Q Power in brief: Q Power enables its customers’ transition towards a fossil-free and self-sufficient energy system by developing and supplying cost-effective, highly efficient production technologies. Towards the end of the decade, our goal is to provide 500 MW of production capacity for renewable synthetic fuels annually. Q Power – Concrete solutions for fighting climate change www.qpower.fi QPower_Enersense_ENG_06032023
The project of 50 wind power plants in Yli-Olhava, Ii, included in Enersense’s project development portfolio, is progressing Enersense International Plc Investor News 1 March 2023 at 2:15 p.m. The Yli-Olhava wind-power park project in Ii developed by Megatuuli Oy, a subsidiary of Enersense, a provider of zero-emission energy solutions, is progressing as planned. By its ruling of 28 February, the Supreme Administrative Court rejected the application for leave to appeal concerning the adoption of the local master plan, and the plan has thus gained legal force. On 1 February 2021, the Municipal Council of Ii unanimously approved the Yli-Olhava wind farm component master plan, which allows the construction of 50 wind power plants in the area. Megatuuli has leased more than 6,000 hectares of land for the project, and the project involves more than 100 landowners. The project will be developed in collaboration with Megatuuli’s French partner Valorem, and the project investment is estimated to be in the range of EUR 400–500 million. Wind measurements have been under way for more than two years, and the wind conditions in the area are excellent. When completed, the wind farm is estimated to generate more than 1 TWh of electricity, or about 1.5% of Finland’s total electricity demand. “This is a major project of great importance for us, and we are pleased that we reached this important milestone and that the project now proceeds to the next stages. The project is also of great importance to the municipality of Ii, as the municipality will receive considerable property tax revenue. The wind farm has been estimated to yield annual property tax revenue of over EUR 1,5 million to the municipality of Ii,” says Lauri Lammivaara, Vice President of Wind Power Development at Enersense. The other financial impact on the municipality and the neighbouring municipalities is also estimated to be significant. The project will create new jobs and also provide employment opportunities indirectly. The investment decision in the project is estimated to be made in 2024–2025. More information: Lauri Lammivaara, Vice President, Wind Power Development Tel. +358 440 330 498 Email. lauri.lammivaara@enersense.com Media contacts Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense_windpower_ENG_01032023
Notice convening Enersense International Plc’s Annual General Meeting Enersense International Plc Stock exchange release 27 February 2023 at 2.30 p.m. Notice is given to the shareholders of Enersense International Plc (“Enersense” or the “Company”) to the Annual General Meeting (the “General Meeting”) to be held on Tuesday 4 April 2023 at 2:00 p.m. (EET) at Hotel Haven, Auditorium, at the address Unioninkatu 17, FI-00130 Helsinki, Finland. The reception of persons who have registered for the meeting, the distribution of voting tickets and serving of coffee before the meeting will commence at 1:00 p.m. (EET) at the meeting venue. The Company’s shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in this General Meeting notice in section “C. Instructions for the participants in the General Meeting”. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING At the General Meeting, the following matters will be considered: Opening of the meeting Calling the meeting to order Election of persons to scrutinize the minutes and to supervise the counting of votes Recording the legality of the meeting Recording the attendance at the meeting and adoption of the list of votes Presentation of the financial statements, which include the consolidated financial statements, the report of the Board of Directors and the auditor’s report for the financial period 1 January 2022 to 31 December 2022 – CEO’s review The financial statements of Enersense, which include the consolidated financial statements, the report of the Board of Directors and the auditor’s report, will be available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ during week 10 at the latest. Adoption of the financial statements Resolution on the use of the result shown on the balance sheet and the distribution of funds The Board of Directors proposes to the General Meeting that the result for the financial period 1 January 2022 to 31 December 2022 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet to be adopted for the financial period, funds be distributed to shareholders from the invested unrestricted equity reserve of the Company as a return of capital of EUR 0.10 per share, i.e. EUR 1,649,253.10 in total. The return of capital shall be paid in two instalments. The first instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the first instalment of the return of capital on 6 April 2023. The Board of Directors proposes that the first instalment of the return of capital shall be paid as from 5 May 2023. The second instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date for the second instalment of the return of capital, as later decided by the Board of Directors. The Board of Directors will decide the record date and the payment date for the second instalment of the return of capital at its meeting to be held in October 2023. The record date for the second instalment of the return of capital is planned to be on 1 November 2023, and the payment date as from 8 November 2023. According to the proposal, no dividend would be paid based on the balance sheet to be adopted for the financial period. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2022 to 31 December 2022 Consideration of the remuneration report for governing bodies The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2022 be approved. The resolution is advisory in accordance with the Finnish Companies Act. The remuneration report will be available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ during week 10 at the latest. Resolution on the remuneration of the members of the Board of Directors The Shareholders’ Nomination Board proposes to the General Meeting that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be: annual fee of EUR 42,000 (40,000) for the Chair annual fee of EUR 32,000 (30,000) for the Vice Chair annual fee of EUR 27,000 (25,000) for each member In addition, meeting fees for each meeting of the Board of Directors and committees: EUR 1,000 for Chairs of the Board of Directors and committees EUR 500 for other members. Travel expenses are proposed to be reimbursed in accordance with the company’s current travel reimbursement policy. Resolution on the number of members of the Board of Directors According to the Company’s Articles of Association, the Board of Directors consists of at least three (3) and a maximum of seven (7) members. The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors is composed of six (6) members. Election of the members of the Board of Directors The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2024, Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander and Petri Suokas will be re-elected as board members, and Anna Miettinen and Carl Haglund will be elected as new board members. Current board members Herkko Plit and Päivi Jokinen will no longer continue as board members. The Nomination Board has considered the requirements set by Enersense’s operations and Enersense’s diversity principles as it has prepared the composition of the Board of Directors. Information about the proposed board members is available on Enersense’s website at https://enersense.com/investors/governance/general-meeting/. The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends the first meeting of the Board of Directors that Jaakko Eskola is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is elected as Vice Chair of the Board of Directors. All candidates have given their consent to be elected for the duty and the Nomination Board assesses that all candidates are independent of the company at the time of submitting the proposal. In addition, Sirpa-Helena Sormunen, Sari Helander, Carl Haglund and Anna Miettinen are independent of any significant shareholders. Jaakko Eskola is not independent of one of the company’s significant shareholders as he holds the position of Senior Industrial Advisor at Nidoco AB. Petri Suokas is not independent of one of the company’s significant shareholders as he is a member of the Board of Directors of MBÅ Invest Oy. Resolution on the remuneration of the auditor On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the auditor’s remuneration be paid according to a reasonable invoice approved by the Audit Committee. Election of the auditor On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that auditing firm KPMG Oy Ab be re-elected as the Company’s auditor. KPMG Oy Ab has notified the Company that Authorized Public Accountant Heli Tuuri would be the principally responsible auditor. The term of office of the auditor shall end at the end of the next Annual General Meeting following the election. The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014). The Audit Committee hereby confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the General Meeting as regards the appointment of the auditor, has been imposed upon it. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board of Directors to decide on the issuance of shares against payment as well as on the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10, section 1 of the Finnish Companies Act, or a combination of some or all of the above, under the following conditions: A total maximum of 1,649,250 new and/or treasury shares of the Company may be issued under the authorization (including shares issued on the basis of special rights), which corresponds to approximately 10 percent of all the shares in the Company at the time of the convocation of the General Meeting. Within the limits of the authorization, the Board of Directors is authorized to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The Board of Directors is authorized to decide to record the subscription price either as an increase of the share capital, or wholly or partly to the reserve for invested unrestricted equity. The issuances of shares and the issuance of special rights entitling to shares may also take place in deviation of the shareholders’ pre-emptive subscription right, if there is a weighty financial reason for the Company in accordance with the Finnish Companies Act (directed share issue). The authorization may then be used to finance acquisitions or other investments in the Company’s business, to maintain and increase the group’s financial solvency, to implement an incentive scheme as well as to expand the ownership base and develop the capital structure. The authorization revokes the authorizations granted by the Annual General Meeting on 4 April 2022 and by the Extraordinary General Meeting of 10 November 2022 concerning the issuance of shares and the issuance of option rights and other special rights entitling to shares, but not the authorization granted by the Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares. The authorization is proposed to be valid until the end of the next Annual General Meeting, but no later than 30 June 2024. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares under the following conditions: A maximum of 824,630 shares may be repurchased and/or accepted as pledge, which corresponds to approximately 5 percent of all the shares in the Company at the time of the convocation of the General Meeting. The shares will be purchased in trading organized by Nasdaq Helsinki Ltd at a price formed in public trading on the date of repurchase. Own shares may be repurchased and/or accepted as pledge in deviation from shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase and/or acceptance as pledge of shares reduces the Company’s unrestricted equity. The Board of Directors decides how the shares are to be repurchased and/or accepted as pledge. The authorization revokes previous authorizations granted by the general meeting to repurchase and/or pledge shares. The authorization is proposed to be valid until the end of next Annual General Meeting, but no later than 30 June 2024. Closing of the meeting DOCUMENTS OF THE GENERAL MEETING The proposals for decisions on the matters on the agenda of the General Meeting as well as this notice are available on the Company’s website at https://enersense.com/investors/governance/general-meeting/. The financial statements, including the consolidated financial statements, the report of the Board of Directors and the auditor’s report, as well as the remuneration report will also be available on the above website during week 10 at the latest. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting. The minutes of the General Meeting will be available on the Company’s website on Tuesday 18 April 2023 at the latest. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING Shareholders recorded in the shareholders’ register Each shareholder that is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the record date of the General Meeting on 23 March 2023 has the right to participate in the General Meeting in accordance with the instructions presented below. Shareholders, whose shares are registered on their personal Finnish book-entry account (including equity savings account), is registered in the shareholders’ register of the Company. Registration A shareholder that is registered in the Company’s shareholders’ register and that wishes to participate in the General Meeting must register for the General Meeting at the latest by Wednesday 29 March 2023 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the General Meeting and the advance voting commence on Tuesday 28 February 2023 at 10:00 a.m. (EET). Additional information on the advance voting is presented below under section C.4. Registration for the General Meeting takes place: a. Through the Company’s website at the address: https://enersense.com/investors/governance/general-meeting/ Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the General Meeting, authorize a proxy representative and vote in advance in one session. Strong electronic authentication takes place using personal Finnish online banking credentials or a mobile certificate. For legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide their book-entry account number, Business ID and other required information. If a legal person uses a Suomi.fi e-Authorization, registration requires strong electronic authentication of the authorized person by using personal Finnish online banking credentials or a mobile certificate. b. By email to yhtiokokous@enersense.com When registering, the shareholder’s name, date of birth or Business ID, address, phone number and the name of the shareholder’s possible legal representative, proxy representative or assistant and the legal representative’s, proxy representatives or assistant’s date of birth must be provided. The personal data provided to Enersense or Euroclear Finland Oy are used only in connection with the General Meeting and with the processing of related registrations. Holder of nominee-registered shares Holders of nominee-registered shares have the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on Thursday 23 March 2023. The right to participate in the General Meeting requires, in addition, that the shareholder based on such shares has been temporarily registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy at the latest by Thursday 30 March 2023, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Holders of nominee-registered shares are advised to request without delay necessary instructions from their custodian regarding the temporary registration in the Company’s shareholder register, the issuing of proxy authorization documents and voting instructions and registration for the General Meeting. The account manager of the custodian must temporarily register a holder of nominee-registered shares that wishes to participate in the General Meeting in the Company’s shareholder register by the time stated above at the latest. For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the General Meeting on the Company’s website, but they must be registered by their custodians instead. Proxy representative and proxy authorization documents Shareholders may participate in the General Meeting and exercise their rights at the General Meeting by way of proxy representation. Proxy representatives of a shareholder shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Should a shareholder participate in the General Meeting by means of several proxy representatives that represent the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting. A model proxy authorization document will be available on the Company’s website at the address https://enersense.com/investors/governance/general-meeting/ by Tuesday 28 February 2023 at the latest. Proxy authorization documents are requested to be delivered primarily as an attachment in connection with the registration for the General Meeting, or alternatively to the Company in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com, so that they are received before the end of the registration period. A proxy representative must be prepared to present the proxy document also at the meeting venue. Shareholders that are legal persons may also, as an alternative to traditional proxy authorization document, use the electronic Suomi.fi authorization service. In this case, the legal person authorizes its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. When registering, authorized representatives must identify themselves in the general meeting service with strong electronic authentication, after which the electronic mandate is automatically verified. Strong electronic authentication takes place using personal Finnish online banking credentials or a mobile certificate. More information is available on the website www.suomi.fi/e-authorizations . Advance voting Shareholders that have a Finnish book-entry account (including equity savings account) may vote in advance on certain items on the agenda of the General Meeting during the period Tuesday 28 February 2023 at 10:00 a.m. (EET) – Wednesday 29 March 2023 at 4:00 p.m. (EET). In addition, account managers of custodians may vote in advance on behalf of holders of nominee-registered shareholders they represent in accordance with their voting instructions provided by them within the registration period set for nominee-registered shares. A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting. Shareholders that have voted in advance and that wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote at the General Meeting or to vote on any other proposals to be made at the meeting, must attend the General Meeting at the meeting venue in person or by way of proxy representation. Advance voting is possible by the following means: a) through the Company’s website at the address: https://enersense.com/investors/governance/general-meeting/ For natural persons, the electronic voting in advance requires strong electronic authentication and the shareholder may register and vote in advance by logging in with personal Finnish online banking credentials or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. b) by email: A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email to the address yhtiokokous@euroclear.eu. The advance voting form is available on the Company’s website at the latest from Tuesday 28 February 2023 at 10:00 a.m. (EET) onwards. Representatives of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by sending votes in advance to Euroclear Finland Oy, the delivery of the votes before the end of the registration and advance voting period shall constitute due registration for the General Meeting, provided that the above-mentioned information required for registration and advance voting is also delivered. Instructions relating to the electronic advance voting may also be found on the Company’s website at the address https://enersense.com/investors/governance/general-meeting/ at the latest from Tuesday 28 February 2023 onwards. Other instructions and information The language of the meeting is Finnish. A shareholder present at the General Meeting has the right, under Chapter 5, section 25 of the Finnish Companies Act, to request information on matters considered at the meeting. The information on the General Meeting required by the Finnish Companies Act and the Finnish Securities Market Act is available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ . On the date of this notice to the General Meeting, 27 February 2023, the total number of shares in Enersense International Plc is 16,492,531, which represent the same number of votes. The Company holds no treasury shares. Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder at the General Meeting. In Pori, 27 February 2023 ENERSENSE INTERNATIONAL PLC Board of Directors More information: Tommi Manninen, Senior Vice President, Communications and Public Affairs Phone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com
The Board of Directors of Enersense International Plc decided on the group key employee incentive plan Enersense International Plc Stock Exchange Release 27 February 2023 at 1:50 p.m. The Board of Directors of Enersense International Plc has decided on new share-based incentive plan directed to the Group key employees. The aim is to align the objectives of the shareholders and key employees for increasing the value of the company in the long-term, to retain the key employees at the company and to offer them competitive incentive plan that is based on earning and accumulating the company’s shares. The new incentive plan is a continuation of the Performance Share Plan 2022-2025 decided in February 2022. The new Performance Share Plan 2023-2025 consists of one performance period, covering the financial years 2023-2025. In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The rewards of the plan are based on the absolute total shareholder return of the company’s share (TSR) for the financial years 2023-2025, on the Group’s cumulative Operating Profit in euro for the financial years 2023-2025, and on the Group’s ESG development program. The potential rewards based on the plan will be paid after the end of the performance period, in spring 2026. 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. The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 241.000 Enersense International Plc shares, also including the proportion to be paid in cash. Approximately 40 persons, including the President and CEO and other members of the Group Executive Team, belong to the target group of the plan. The President and 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 plan, until the value of the President and 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 or the position as the President and CEO continues. ENERSENSE INTERNATIONAL PLC Board of Directors More information: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Key media www.enersense.fi Share_based_incentive_plan_27022023
Enersense updates its disclosure policy Enersense International Plc Stock Exchange Release 27 February 2023 at 1:00p.m. The Board of Directors of Enersense International Plc has, on 27 February 2023, approved an updated disclosure policy, which describes the key disclosure principles Enersense observes in its investor communications. The updated disclosure policy comes into force with immediate effect. The main change to the disclosure policy concerns a new “investor news” category for releases. In addition, some technical updates, mainly relating to internal responsibilities, have been made to the company’s disclosure policy. Enersense will begin publishing investor news alongside stock exchange releases and press releases. In the investor news category, the company significant events related to the company’s business, such as customer orders and M&A activities, other strategically significant events or changes in the company’s operations that do not meet the regulatory criteria set for stock exchange releases or those set in the disclosure policy but are deemed to be of general interest to investors. The updated disclosure policy is attached to this release. The policy is also available on the company’s website. 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 Nasdaq Helsinki Key media www.enersense.fi Enersense disclosure policy 27022023
Enersense will publish its Financial Statement Bulletin for the year 2022 on Monday 27 February – live webcast of the results at 2.45 p.m. Enersense International Plc Press release 20 February 2023 at 11.30 a.m. Enersense International Plc, a creator of zero-emission energy solutions, will publish its Financial Statement Bulletin for the year 2022 on Monday 27 February 2023 at approximately 12 p.m. After the publication the Financial Statement Bulletin will be available at the company’s web page at www.enersense.com. President and CEO Jussi Holopainen and CFO Mikko Jaskari will go through 2022 results at a live webcast starting at 2.45 p.m. The event will be held in Finnish, and it can be followed from the following link: https://enersense.videosync.fi/q4-2022-result. A recording of the event will be available on Enersense’s web page later. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Invitation_Q4webcast_20022023
Insider information: Enersense withdraws from the acquisition of Voimatel Oy Enersense International Plc Insider information 15 February 2023 at 3.00 p.m. Enersense withdraws from the merger concerning Voimatel Oy. On 13 January 2023, the Finnish Competition and Consumer Authority (FCCA) decided to initiate further proceedings regarding the acquisition, because it considered it necessary to continue investigating its competition impacts. The further proceedings may take a maximum of 69 working days. Enersense has been informed by the FCCA that, according to the analyses carried out by the competition authority, the combined market share of the operators concerned would grow too large in several market segments. Neither did the FCCA consider, contrary to Enersense’s views, the customers’ bargaining power or countervailing buyer power a sufficiently countervailing factor in the competitive situation. For this reason, Enersense’s Board of Directors has considered it impossible to implement the merger in the desired form and decided to withdraw from the acquisition. The withdrawal occurs by consensus with Osuuskunta KPY, the owner of Voimatel. “We are of course disappointed because the merger would have been a good solution for creating, developing and maintaining critical telecommunications and network infrastructure for the whole of Finland. The merger would have provided us with synergy benefits, but the non-implementation of the merger will have no effect on the objectives of our growth strategy and their attainment,” says CEO Jussi Holopainen. ENERSENSE INTERNATIONAL PLC Board of Directors More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION Nasdaq Helsinki Key media www.enersense.fi Voimatel_ENG_15022023
Enersense’s Shareholders’ Nomination Board’s proposals to the 2023 Annual General Meeting Enersense International Plc Stock exchange release, 26 January 2023 at 5:00 p.m Enersense International Plc’s Shareholders’ Nomination Board has submitted the following proposals to the company’s Board of Directors for the Annual General Meeting 2023 planned for 4 April 2023: 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 2024, Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander and Petri Suokas will be re-elected as board members, and Anna Miettinen and Carl Haglund will be elected as new board members. Current board members Herkko Plit and Päivi Jokinen will no longer continue as board members. The Nomination Board has considered the requirements set by Enersense’s operations and Enersense’s diversity principles as it has prepared the composition of the Board of Directors. Information about the proposed board members is available on Enersense’s website at https://enersense.fi/sijoittajalle/hallinnointi/yhtiokokous/. The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends the first meeting of the Board of Directors that Jaakko Eskola is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is elected as Vice Chair of the Board of Directors. All candidates have given their consent to be elected for the duty and the Nomination Board assesses that all candidates are independent of the company at the time of submitting the proposal. In addition, Sirpa-Helena Sormunen, Sari Helander, Carl Haglund and Anna Miettinen are independent of any significant shareholders. Jaakko Eskola is not independent of one of the company’s significant shareholders as he holds the position of Senior Industrial Advisor at Nidoco AB. Petri Suokas is not independent of one of the company’s significant shareholders as he is a member of the Board of Directors of MBÅ Invest Oy. 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 2023 that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be: annual fee of EUR 42,000 (40,000) for the Chair annual fee of EUR 32,000 (30,000) for the Vice Chair annual fee of EUR 27,000 (25,000) for each member in addition, meeting fees for each meeting of the Board of Directors and committees: EUR 1,000 for Chairs of the Board of Directors and committees EUR 500 for other members. Travel expenses are proposed to be reimbursed in accordance with the company’s current travel reimbursement policy. Chair of the Shareholder’s Nomination Board which prepared the proposals for the Annual General Meeting 2023 is Alexander Ehrnrooth, Nidoco AB, and members are Risto Takkala, MBÅ Invest Oy and Janne Vertanen, Verman Group Oy. Jaakko Eskola, 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 Jussi Holopainen President and CEO More information: Alexander Ehrnrooth Chair of the Nomination Board Telephone: +358 9 6122340 Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 (0)40 043 7515 Email: tommi.manninen@enersense.com Nomination_Board_Proposals_26012023
Enersense and Boliden have signed an agreement on a development project advancing the sustainability of a production plant in Norway Enersense International Plc Press release 24 January 2023 at 12:00 p.m. Enersense International Plc, a provider of zero-emission energy solutions, and Boliden, a Swedish metals company, have signed an agreement in a large development project at the Odda production plant in Norway. In the project, which aims for increasing sustainability and the production capacity of the plant, Enersense Works Oy, which operates in the business area of Smart Industry, is responsible for the supply and installation of steel, equipment installations and insulation work in one of the project areas. The project will start in early 2023. “The Odda facility is becoming the sector’s most environmentally sound facility in the world when completed, and it is great to be enabling such green development. For Enersense Works this is a project of significant size, and we will continue to strive to be involved in similar projects in Finland and on the international market. The cooperation agreement is also a good indication of the synergies that Enersense Offshore Oy and Enersense Works Oy are able to offer,” says Mikko Lampinen, Chief Operating Officer of Enersense Works Oy. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Boliden_press_release_24012023
Insider information, positive profit warning: Enersense’s adjusted EBITDA for FY 2022 exceeds guidance Enersense International Plc Insider information 23 January 2023 at 2.00 p.m. According to the preliminary unaudited information, Enersense International Plc’s adjusted EBITDA for the fiscal year 2022 will exceed EUR 12 million due to wind power projects that have proceeded faster than anticipated and resulting payment realization. According to the preliminary unaudited information, the Group’s revenue will be at the upper end or above the previous guidance. According to the guidance given by the company in July, Enersense expected that the adjusted EBITDA for 2022 will be in the range of EUR 6–12 million and the revenue in the range of EUR 245–265 million. Enersense will publish its Financial Statement Bulletin for 2022 on Monday 27 February 2023. ENERSENSE INTERNATIONAL PLC Jussi Holopainen CEO Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com Profit_warning_2022_23012023
Insider Information: Enersense and Valoo have signed an approximately 35-million-euro contract on construction of an optic fiber network in Finland Enersense International Plc Insider information 17January 2023 at 1:15 p.m. Enersense, a provider of zero-emission energy solutions, and a Finnish optic fiber company Valoo have signed a turn-key project contract on construction of an optic fiber network (FTTH = Fiber to the Home) in Finland. The contract is part of Valoo´s extensive optic fiber network construction projects in different parts of Finland. The total value of the contract that spans over four years is approximately EUR 35 million and it will be included in the first quarter 2023 order book of Enersense’s Connectivity business area. The project will commence immediately when the earthworks season begins in 2023. Enersense is responsible for the turn-key delivery which contains project management, planning, construction and documentation of the network. In the first phase the focus of the construction works is in the South-Eastern part of Finland in Lappeenranta, Kotka and Hamina. “We will continue our long-term investments in the secure, safe and sustainable Finnish data transmission. Cooperation with Enersense supports us in reaching our goal to build the future of Finland on a sustainable base. With this agreement, the total value of our contracting contracts will rise to over 300 million euros”, says Tommi Linna, CEO of Valoo. ”We thank Valoo for their confidence on Enersense’s FTTH-services. Fast telecommunications connections are crucial in enabling the continuously growing data transmission that energy transition needs. This new contract demonstrates again the strong capabilities of our Connectivity business area in executing telecommunications networks”, says Jussi Holopainen, CEO of Enersense. ENERSENSE INTERNATIONAL PLC Jussi Holopainen CEO Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com Enersense_Valoo_release_17012023
Insider information: The processing time of Enersense International Plc’s acquisition regarding Voimatel Oy has been extended Enersense International Plc Insider information 13 January 2023 at 1:45 p.m. The Finnish Competition and Consumer Authority (FCCA) has decided to transfer Enersense International Plc’s acquisition regarding Voimatel Oy to further processing, which may take up to 69 business days. During the first phase of the processing, the FCCA has obtained information from competitors, customers and suppliers by means of requests for statements and reports. The FCCA deems it necessary to continue the analysis of the competitive impacts of the acquisition. “At Enersense we see closing of this acquisition important because effective information and energy networks play a key role in society. In terms of functionality of society and security of supply in Finland, it is – and will continue to be – important to create, develop and maintain a critical telecommunications and network infrastructure. We also see that assessing the countervailing buyer power, where also the bargaining strength of the buyer as well as its commercial significance to the seller are considered, is essential in terms of the analysis of the competitive impact of an acquisition. There are conflicting views on this matter, but we trust that the Authority will carefully assess the situation as a whole”, says Jussi Holopainen, President and CEO, Enersense International Plc. The Estonian Competition Authority has previously approved the acquisition in terms of the companies’ operations in Estonia (press release 18 November 2022). Enersense International Plc Jussi Holopainen CEO Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major media www.enersense.com Enersense_Voimatel_ENG_13012023
Enersense receives a significant contract for renewing power lines between Mustvee-Paide Enersense International Plc Press release 3 January 2023 at 10:45 a.m. Enersense AS, Estonian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, has signed a contract with Estonian transmission system operator AS Elering. The contract covers the renewal of the 330-kV power line between Mustvee and Paide substations as well as construction of a new 110-kV power line between Mustvee and Kantkyla substations. Enersense As and Leonhard Weiss Oü, who specializes in design, construction and maintenance of integrated transmission systems, will carry out the project in a consortium. The total value of the contract is EUR 36.9 million. Enersense’s share of the contract is approximately EUR 18.5 million, which will be included in the first quarter 2023 order book of Enersense’s International Operations. The project includes preparatory and design works, demolition of the existing power line and construction of a 90-km-long new 330 kV and 110 kV power line. The project is expected to be completed in July 2025 at the latest. ”Enersense has decades of experience in the construction of power lines. We are delighted that our capabilities are valued, and that we are chosen to execute demanding projects as a responsible partner to our clients. This significant contract strengthens our position in the Baltic market”, says Jussi Holopainen, CEO, Enersense International Plc. The renewal of the power line between Mustvee and Paide substations is an important part of a larger project that connects transmission systems at the Baltic Sea region to transmission systems in mainland Europe. Construction of Mustvee-Paide power line strengthens basic power connections in Estonia markedly. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Elering_press_release_03012023
Physical Settlement Notice to holders of convertible notes: Special rights entitling to shares have been registered with the Finnish Trade Register; the Physical Settlement Date is 12 January 2023 Enersense International Plc Stock Exchange Release 27 December 2022 at 2:40 p.m. As previously announced by Enersense International Plc (the “Company”) through a stock exchange release on 23 December 2022, the Board of Directors of the Company has, based on the authorization granted by the Extraordinary General Meeting held on 23 December 2022, resolved to issue 260 special rights entitling to shares of the Company (the “Shares”) referred to in Chapter 10 Section 1 of the Finnish Companies Act. The special rights were issued in deviation from the shareholders’ pre-emptive subscription rights (directed issue) for no consideration to the initial subscribers of the Company’s EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) and/or to any subsequent purchasers of the Notes. The special rights are attached to the Notes and cannot be separated from the Notes. The special rights entitling to Shares have been registered in the Finnish Trade Register today on 27 December 2022. In accordance with the terms and conditions of the Notes (the “Conditions”), this stock exchange release constitutes a “Physical Settlement Notice” (as defined in the Conditions). With this stock exchange release, the Company hereby notifies holders of the Notes that that the “Physical Settlement Date” (as defined in the Conditions) shall occur on 12 January 2023. Pursuant to the Conditions, the holders of the Notes shall, upon the occurrence of the Physical Settlement Date, have the right to convert the Notes into Shares based on the above-mentioned special rights entitling to Shares. Pori, 27 December 2022 Enersense International Plc The Board of Directors More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Physical_Settlement_Notice_CB_27122022
Resolutions of the Extraordinary General Meeting of Enersense International Plc and resolution of the Board of Directors to issue special rights entitling to shares to holders of convertible notes Enersense International Plc Stock Exchange Release 23 December 2022 at 11:00 a.m. The Extraordinary General Meeting of Enersense International Plc (“Enersense” or the ”Company”) was held on 23 December 2022 at 09:30 a.m. (EET) at Original Sokos Hotel Tripla Pasila, Fredikanterassi 1B, FI-00520 Helsinki, Finland. The Company’s shareholders were able to exercise their shareholder rights also by voting in advance or by way of proxy representation. The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on the issuance of special rights entitling to shares of the Company (the “Shares”) to the initial subscribers of the Company’s EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) and/or to any subsequent purchasers of the Notes, to enable the conversion of the Notes into Shares in accordance with the terms and conditions of the Notes (the “Conditions”). AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES The Extraordinary General Meeting has today on 23 December 2022 resolved to authorize the Board of Directors to decide, in one or several instalments, on the issuance of special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in respect of the Notes as follows. The number of shares to be issued based on the special rights shall not exceed 3,575,000 Shares, which corresponds to approximately 21.7 % of all of the Shares in the Company (approximately 18.1 % on a fully-diluted basis). The issuance of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The special rights would be granted, for no consideration, to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights would be attached to the Notes and could not be separated from the Notes. In all other respects, in accordance with and subject to the Conditions, the Board of Directors would decide on other conditions of the issuance of special rights entitling to shares. This authorization does not revoke or replace any previous authorizations granted to the Board of Directors regarding the issuance of special rights entitling to shares. MINUTES OF THE GENERAL MEETING The minutes of the General Meeting will be available on the Company’s website at www.enersense.com/investors at the latest as of 5 January 2023. RESOLUTION BY THE BOARD OF DIRECTORS TO ISSUE SPECIAL RIGHTS ENTITLING TO SHARES TO HOLDERS OF THE NOTES The Company’s Board of Directors has today on 23 December 2022, based on the authorization granted by the Extraordinary General Meeting, resolved to issue 260 special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act. The special rights entitling to Shares are issued in accordance with the Conditions in deviation from the shareholders’ pre-emptive rights (directed issue) for no consideration to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights are attached to the Notes and cannot be separated from the Notes. A special right is attached to each Note with a nominal value of EUR 100,000. Each special right entitles to 12,500 new Shares of the Company. The initial conversion price per share has been set at EUR 8.00. Should all of the Notes be converted into new Shares of the Company at the initial conversion price, the new Shares to be issued by the Company based on the special rights would be up to 3,250,000 Shares, representing approximately 19.7 % of the current total amount of Shares (approximately 16.5 % on a fully diluted basis). Adjustments may be made to the conversion price, as further described in the Conditions. 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 special rights entitling to Shares will be registered in the Finnish Trade Register on or about 27 December 2022. Pori, 23 December 2022 Enersense International Plc The Board of Directors More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com EGM_and_Board_Resolutions_23122022
Enersense receives its first offshore wind project – delivers structural components for offshore substations to Danish Bladt Industries AS Enersense International Plc Press release 23 December 2022 at 09:00 a.m. Enersense International Plc, a provider of zero-emission energy solutions, has taken the first significant step in executing its offshore wind power strategy. Danish Bladt Industries AS has ordered structural components for three offshore substations from Enersense. The project will start with engineering and planning in December 2022 and the components will be delivered to Bladt Industries in several batches between the fourth quarter of 2023 and the second quarter of 2024. The structural components for the offshore substations will be manufactured at Enersense’s fabrication yard in Mäntyluoto and will be transported to Denmark with Enersense’ own barge. Project is estimated to employ up to 300 persons. Bladt Industries is a leading European manufacturer of offshore wind power foundations whose activities cover offshore wind power projects globally. “Offshore foundations are one of the three spearheads of Enersense’s growth strategy. The market potential of offshore wind power is substantial. The offshore wind capacity in Europe is expected to double over the next five years and the total market potential is estimated at over EUR 100 billion. During the past year we have invested in the ramp-up of our Mäntyluoto fabrication yard and this first offshore wind power project is a clear sign of our competitiveness and capabilities as a manufacturer of offshore foundations. We are very pleased that the leading European manufacturer of offshore wind power foundations has chosen us as their partner, and we thank them for their confidence. We at Enersense will continue with our efforts to strengthen our market position in this new business line. At the same time, we continue to seek new business opportunities also in onshore wind and solar power as well as zero-emission transport” say Jussi Holopainen, CEO of Enersense. Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Enersense_Bladt_23122022
Enersense has made a significant new market opening and delivers DC fast-charging solutions for e-trucks in Sweden – the total value of the contract is over EUR 1 million Enersense International Plc Press release 22 December at 2:05 p.m. Enersense, a provider of zero-emission energy solutions, has received an order from Swedish Drivmedelsteknik for four heavy-duty fast-charging sites for e-trucks. The contract includes an option for a fifth site. The total value of the contract, including the option, is over EUR 1 million, which will be booked into the fourth quarter 2022 orderbook of Enersense’s Power business area. The delivery will be in May and June 2023. This is a first order of its kind and the parties have started discussions about additional deliveries. Drivmedelsteknik builds, installs, and maintains traffic station technology including e-mobility infrastructure. The total power of each charging site will be 1600 kW and it will enable simultaneous charging of eight e-trucks. “Enersense has very interesting charging solutions for the fast-developing truck side of the e-mobility business. We’re looking forward to building a strong and long future together”, says Drivmedelsteknik’s CEO Peter Aronsson. “Zero-emission transport is one of the spearheads of Enersense’s growth strategy. Alongside passenger cars, heavy transport is strongly going electric, and we want to do our part in enabling zero-emission logistics. In autumn 2022 we acquired Unified Chargers Oy, a Finnish start-up who manufactures fast and high-power charging stations for electric vehicles. Unified Chargers’s intelligent technology is applied in the charging stations to be delivered to Drivmedelsteknik. The Swedish e-mobility infrastructure market potential is substantial, and I am very pleased that so soon after the acquisition we have been able to get into speed with internationalising of our EV charging business”, says Enersense’s CEO Jussi Holopainen. More information: Jussi Holopainen, CEO Tel. +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, SVP, Communications and Public Affairs Tel. +358 40 043 7515 Email: tommi.manninen@enersense.com Peter Aronsson, CEO Drivmedelsteknik AB peter@drivmedelsteknik.se +46 70 2589803 Enersense_EV_Charging_22122022UCDC160kW base unit 1UCDC160kW base unit 2
Enersense International Plc – Managers’ transactions – MBÅ Invest Oy Enersense International Plc Stock Exchange Release, 9 December 2022 at 6:20 p.m. Person subject to the notification requirement Name: MBÅ Invest Oy Position: Closely associated person, Legal person (1): Person Discharging Managerial Responsibilities In Issuer Name: Jussi Holopainen Position: Chief Executive Officer (2):Person Discharging Managerial Responsibilities In Issuer Name: Petri Suokas Position: Member of the Board (3):Person Discharging Managerial Responsibilities In Issuer Name: Jaakko Leivo Position: Other senior manager Issuer: Enersense International Oyj LEI: 743700XSMVPR48XIML56 Notification type: INITIAL NOTIFICATION Reference number: 22010/5/4 ____________________________________________ Transaction date: 2022-12-09 Venue: NASDAQ HELSINKI LTD (XHEL) Instrument type: SHARE ISIN: FI4000301585 Nature of the transaction: DISPOSAL Transaction details (1): Volume: 77000 Unit price: 6.06 EUR Aggregated transactions (1): Volume: 77000 Volume weighted average price: 6.06 EUR Enersense International Plc Jussi Holopainen CEO Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major media www.enersense.com Managers_transaction_09122022
Insider information: Enersense and Elisa have signed a 30-million-euro project contract on construction of an optic fiber network in Finland Enersense International Plc Insider information 9 December 2022 at 09:00 a.m. Enersense, a provider of zero-emission energy solutions, and Elisa, a Finnish telecommunications and digital services company, have signed a turn-key project contract on construction of Elisa’s optic fiber network (FTTH = Fiber to the Home) in Finland. The project will be one part of Elisa´s optic fiber network construction roadmap in the coming years and it will be executed during 2023-2025. The total value of the project is approximately EUR 30 million. The contract will be included in the fourth quarter 2022 order book of Enersense’s Connectivity business area. The project will commence immediately with planning of the FTTH areas in various parts of Finland. Enersense is responsible for the turn-key delivery which contains project management, planning and construction of the network, materials logistics and customer deliveries. ”We are very delighted about the confidence Elisa has shown on Enersense’s FTTH-services. Fast fiber networks are part of enabling a zero-emission society which is important for us at Enersense. Currently around 50 per cent of Finnish households are connected to an optic fiber network and during the coming years constructing FTTH is expected to grow significantly,” says Jussi Holopainen, CEO of Enersense. Enersense International Plc Jussi Holopainen CEO Further information: Jussi Holopainen, CEO Tel: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Communications and Public Affairs Tel: +358 40 043 7515 Email: tommi.manninen@enersense.com Distribution: Nasdaq Helsinki Major media www.enersense.com
Notice to the Extraordinary General Meeting of Enersense International Plc Enersense International Plc Stock Exchange Release, 2 December 2022 at 7:00 p.m. Notice is given to the shareholders of Enersense International Plc (“Enersense” or the “Company”) to the Extraordinary General Meeting (“General Meeting”) to be held on Friday 23 December 2022 at 9:30 a.m. (EET) at Original Sokos Hotel Tripla Pasila, Fredikanterassi 1B, FI-00520 Helsinki, Finland, meeting room Eskola/Kaivola. The reception of persons who have registered for the meeting and the distribution of voting tickets before the meeting will commence at 9:00 a.m. (EET). The Company’s shareholders may exercise their shareholder rights also by voting in advance or by way of proxy representation. A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING At the General Meeting, the following matters will be considered: Opening of the meeting Calling the meeting to order Election of persons to scrutinize the minutes and to supervise the counting of votes Recording the legality of the meeting Recording the attendance at the meeting and adoption of the list of votes Authorizing the Board of Directors to decide on the issuance of special rights entitling to shares On 2 December 2022, the Company completed the offering of EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) which were subscribed for by professional investors and eligible counterparties. The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price per share of the Notes has been set at EUR 8.00, representing a conversion premium of approximately 32.1 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares”) on the official list of Nasdaq Helsinki Ltd on each of the 10 dealing days prior to the launch of the offering of the Notes, representing EUR 6.0573 (the “Market Reference Price”). The issue price of the Notes will be 100% of their nominal amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100% of their nominal amount at maturity. Closing is expected to occur on or about 12 December 2022 (the “Issue Date”). The Notes will become convertible into Shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”), following which the Company will issue an appropriate notice to the noteholders. If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the terms and conditions of the Notes, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the terms and conditions of the Notes. The maximum number of Shares (without any adjustments having been made to the conversion price) notionally underlying the initial issue size is 3,250,000 Shares, representing approximately 19.7 % of the Company’s current total amount of Shares (approximately 16.5 % on a fully diluted basis). The cash settlement right of the holders of the Notes will expire upon the Notes becoming convertible into Shares. In order to effect the Shareholder Resolution and to enable the subsequent Board Resolution to issue special rights entitling to Shares, in accordance with the terms and conditions of the Notes, the Board of Directors proposes that the General Meeting would authorize the Board of Directors to decide, in one or several instalments, on the issuance of special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in respect of the Notes as follows. The number of shares to be issued based on the special rights shall not exceed 3,575,000 Shares, which corresponds to approximately 21.7 % of all of the Shares in the Company (approximately 18.1 % on a fully-diluted basis). The issuance of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The special rights would be granted, for no consideration, to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights would be attached to the Notes and could not be separated from the Notes. In all other respects, in accordance with and subject to the terms and conditions of the Notes, the Board of Directors would decide on other conditions of the issuance of special rights entitling to shares. The maximum number of Shares that may be issued based on the special rights under this authorization exceeds the number of Shares that would be issued if the Notes would be converted into Shares at the current conversion price. The excess number of special rights and Shares that may be issued is reserved for possible adjustments to the conversion price in accordance with the terms and conditions of the Notes and may not be issued for any other purpose. The Board of Directors considers that there are weighty financial reasons to issue the special rights in respect of the Notes as the issuance of the Notes allowed the Company to strengthen its financial position under financial and other terms (including the execution timetable) that would not, in the understanding of the Board of Directors, have been otherwise available. In addition, the capital raised through the issue of the Notes is expected to enable strategic investments by the Company. The Board of Directors also notes that the initial conversion price of the Notes per Share represented a premium of 32.1 % as compared to the above-mentioned Market Reference Price. Certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy and Ensto Invest Oy, who together represent approximately 54.9 % of Enersense’s current total amount of Shares, have irrevocably agreed to vote in favour of the resolution to authorize the Board of Directors to decide on the issuance of special rights entitling to shares at the General Meeting. This authorization does not revoke or replace any previous authorizations granted to the Board of Directors regarding the issuance of special rights entitling to shares. Closing of the meeting B. DOCUMENTS RELATED TO THE GENERAL MEETING The resolution proposals for the decisions on the matters on the agenda of the General Meeting, the terms and conditions of the Notes as well as this notice are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. Other documents that are required, under the Finnish Companies Act, to be available to shareholders will be available on the aforementioned website at the latest as of 2 December 2022. The resolution proposals and other documents mentioned above will also be made available at the General Meeting. The minutes of the General Meeting will be available on the Company’s website at the latest as of Thursday 5 January 2023. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. Shareholders entered in the shareholder register Each shareholder who is, on Tuesday 13 December 2022, registered in the Company’s shareholder register maintained by Euroclear Finland Oy has the right to participate in the General Meeting in accordance with the below instructions. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholder register. Registration A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the General Meeting must register for the General Meeting at the latest by Tuesday 20 December 2022 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the Meeting and the advance voting starts on Monday 5 December 2022 at 10:00 a.m. (EET). Additional information on the advance voting is presented below under section C.4. Registration for the General Meeting takes place: a. Through the Company’s website www.enersense.com/investors/governance/general-meeting Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the General Meeting or authorise a proxy representative in one session. Strong electronic authentication takes place using Finnish online banking codes or a Mobile ID. For legal persons, strong electronic authentication is not required. However, shareholders that are legal persons must provide their book-entry account number, Business ID and other required information. If a legal person uses Suomi.fi e-Authorizations, registration requires strong electronic authentication from the authorised person using Finnish online banking codes or a Mobile ID. b. By email to yhtiokokous@enersense.com When registering, the shareholder’s name, personal identification number or Business ID, address, phone number and the name of the legal representative, proxy representative or assistant and the legal representative’s, proxy representatives or assistant’s personal identification number must be provided. The personal data given to Enersense International Plc by shareholders is used only in connection with the General Meeting and with the processing of related registrations. At the meeting venue, shareholders, their legal or proxy representatives or assistants must be able to prove their identity and/or their right to act as a representative. 2. Holder of nominee-registered shares A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholder register maintained by Euroclear Finland Oy on Tuesday 13 December 2022. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Oy at the latest by Tuesday 20 December 2022, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and voting instructions and registration for the General Meeting from their custodian. The account manager of the custodian must register a holder of nominee-registered shares who wishes to participate in the General Meeting temporarily in the Company’s shareholder register by the time stated above at the latest. 3. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise their rights at the General Meeting by way of proxy representation. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Should a shareholder participate in the General Meeting by means of several proxy representatives, who represent the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting. Proxy documents should be delivered to the Company in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com by the last date of registration. A proxy representative must be prepared to present the proxy document also at the meeting venue. Shareholders that are legal persons may also use the electronic Suomi.fi authorisation service through Euroclear Finland Oy’s registration service instead of a conventional proxy document. In this case, the organisation authorizes its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. When registering, the representative must identify themselves with strong electronic authentication in Euroclear Finland’s general meeting service, after which the electronic mandate is automatically checked. Strong electronic authentication takes place using Finnish online banking codes or a Mobile ID. More information is available on the website suomi.fi/e-authorizations. 4. Advance voting A shareholder who has a Finnish book-entry account may vote in advance on item 6 on the agenda of the General Meeting during the time period Monday 5 December 2022 at 10:00 a.m. (EET) until Tuesday 20 December 2022 at 4:00 p.m. (EET). In addition, the account manager of the custodian bank may vote in advance on behalf of holders of nominee registered shares represented by the account manager in accordance with their voting instructions within the registration period for nominee-registered shares. A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting. Unless a shareholder voting in advance will be present in person or by proxy in the General Meeting, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote in the meeting. Advance voting is possible by the following means: a) through the Company’s website at the address www.enersense.com/investors/governance/general-meeting/ For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may vote by logging in with his/her Finnish online banking codes or a Mobile ID. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. b) by email A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email at yhtiokokous@euroclear.eu. The advance voting form is available on the Company’s website at the latest from Monday 5 December 2022 at 10:00 a.m (EET) onwards. A representative of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by sending votes in advance by email to Euroclear Finland Oy, the delivery of the votes before the end of the registration and advance voting period shall constitute due registration for the General Meeting, provided that it includes the above-mentioned information required for registration and advance voting. Instructions relating to the electronic advance voting may also be found on the Company’s website at the address www.enersense.com/investors/governance/general-meeting/ at the latest from Monday 5 December 2022 onwards. 5. Other instructions and information A shareholder who is present at the General Meeting has the right, under Section 25 of Chapter 5 of the Finnish Companies Act, to request information on matters dealt with by the meeting. The information on the General Meeting required by the Finnish Companies Act and the Securities Market Act is available on the Company’s website www.enersense.com/investors/governance/general-meeting/. On the date of this notice to the Extraordinary General Meeting, 2 December 2022, the total number of shares in Enersense International Plc is 16,492,531, which corresponds to the same number of votes. Changes in shareholding after the record date do not affect the right to participate in the General Meeting or the number of voting rights held in the General Meeting. In Pori, 2 December 2022 ENERSENSE INTERNATIONAL PLC BOARD OF DIRECTORS For further information, please contact: Jussi Holopainen, President and CEO Phone: +358 44 517 4543 Email: jussi.holopainen@enersense.com Media contacts: Tommi Manninen, Senior Vice President, Communications and Public Affairs Phone: +358 40 043 7515 Email: tommi.manninen@enersense.com DISTRIBUTION: Nasdaq Helsinki Major media www.enersense.com
