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Inside Information: Enersense International Plc completes offering of EUR 26 million Senior Unsecured conditionally Convertible Note due January 2027

Enersense International Plc
Inside information 2 December 2022 at 6:00 p.m.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, IN INTO OR FROM, DIRECTLY OR INDIRECTLY, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENTWOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE TO U.S. PERSONS OR IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Enersense International Plc (“Enersense“ or the ”Company”) today completed an offering (the ”Offering”) of EUR 26 million (the “Nominal Amount”) of senior unsecured conditionally convertible notes due 15 January 2027 (the ”Notes”).

The net proceeds of the Offering are intended for investments and general corporate purposes.

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 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”) which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki“) on each of the 10 dealing days prior to the launch of the Notes, representing EUR 6.0573 (the ”Market Reference Price“). The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms and Conditions”).

The Notes will be issued at 100 % of the Nominal Amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100% of the Nominal Amount on maturity. Closing is expected to occur on or about 12 December 2022 (the “Issue Date”).

Enersense will have the right to redeem all but not some only of the outstanding Notes at the Nominal Amount together with accrued but unpaid interest to (but excluding) the date fixed for redemption, subject to a minimum of 30 days’ and a maximum of 60 days’ prior notice:

at any time on or after 10 March 2025, if the Parity Value (as defined in the Terms and Conditions) in respect of a Note exceeds EUR 130,000 on each of not less than 20 dealing days in any period of 30 consecutive dealing days ending not earlier than seven business days prior to date on which the notice of redemption is given to noteholders; or
at any time, if prior to date on which the notice of redemption is given to noteholders less than 15% of the aggregate Nominal Amount of the Notes originally issued (including any Subsequent Notes, as defined in the Terms and Conditions) remains outstanding.

Jussi Holopainen, President & CEO of Enersense, commented: “We are very pleased by the investor interest shown towards Enersense’s inaugural convertible bond issue, which saw strong support from new and existing investors. Based on multiple discussions with a diverse base of investors, we see clear support for continuing our journey in enabling the ongoing energy transition in Europe, and the capital raised from institutional investors in a challenging financial environment is a strong testament of the value and necessity of our work. The net proceeds from the transaction will support us in reaching the ambitious goals that we have set for ourselves, and are an important milestone in enabling our 2027 targets. I am very proud of the entire Enersense team for making this possible with the important work that we do for our customers, other stakeholders, and society at large every single day.”

The Notes will become convertible into Enersense’s 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”). The Extraordinary General Meeting is expected to take place on or about 23 December 2022.

In connection with the Offering, certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy and Ensto Invest Oy, who together represent approximately 54.95 % of Enersense’s current total number of Shares, have irrevocably agreed to vote in favour of the Shareholders’ Resolution at the Extraordinary General Meeting.

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, 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.

Nordea Bank Abp is acting as the Sole Global Coordinator and Bookrunner for the Offering.

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

Important Information

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change.

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

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

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

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

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

In connection with the Offering, Nordea Bank Abp and any of its respective affiliates may take up a portion of the Notes in the Offering and/or may acquire Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Notes, Shares and other securities of the Company or its group or related investments in connection with the Offering or otherwise.

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

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

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

Each of the Company, Nordea Bank Abp and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

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

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

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

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

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

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

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

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

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

Enersense in brief:   

Enersense International Plc is a creator of zero emission energy solutions and strongly supports the ongoing energy transition and enabling a zero-emission society. Enersense Group’s revenue in 2021 was approximately EUR 239 million. The company has approximately 2,000 employees, with operations in Finland and globally in roughly 40 countries. Enersense’s shares are listed on Nasdaq Helsinki (ESENSE). The company’s investor pages can be found at www.enersense.com/investors. 

Inside Information: Enersense International Plc launches Senior Unsecured conditionally Convertible Note offering of approximately EUR 20-30 million due January 2027

Enersense International Plc
Inside information 1 December 2022 at 8:45 a.m.

Enersense International Plc (“Enersense” or the ”Company“) announces today that it intends to make an offering (the ”Offering“) of senior unsecured conditionally convertible notes due 15 January 2027 (the ”Notes“) to selected professional investors and eligible counterparties. The Notes are proposed to be issued at an expected nominal amount of EUR 20-30 million (the ”Nominal Amount“). The net proceeds of the Offering are intended to be used for investments and general corporate purposes.

The Notes are expected to carry a coupon of 6.5-7.0 % 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 is expected to be set at a price per share of 7.87-8.18 euros, implying a premium of approximately 30-35 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares“), which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”), on each of the 10 dealing days prior to the launch of the Notes, representing EUR 6.0573 (the “Market Reference Price”). The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms and Conditions”).

The Notes will be issued at 100 % of the Nominal Amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100 % of the Nominal Amount on maturity. The final terms of the Offering will be announced via a separate stock exchange release, which will include confirmation of the date of closing of the transaction (the “Issue Date”).

Enersense will have the right to redeem all but not only some of the outstanding Notes at the Nominal Amount together with accrued but unpaid interest to (but excluding) the date fixed for redemption, subject to a minimum of 30 days’ and a maximum of 60 days’ prior notice:

at any time on or after 10 March 2025, if the Parity Value (as defined in the Terms and Conditions) in respect of a Note exceeds EUR 130,000 on each of not less than 20 dealing days in any period of 30 consecutive dealing days ending not earlier than seven business days prior to date on which the notice of redemption is given to noteholders; or
at any time, if prior to date on which the notice of redemption is given to noteholders less than 15 % of the aggregate Nominal Amount of the Notes originally issued (including any Subsequent Notes, as defined in the Terms and Conditions) remains outstanding.

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. A notice convening the Extraordinary General Meeting is expected to be issued shortly after the confirmation of the final terms of the Offering.

In connection with the Offering, certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy, and Ensto Invest Oy, who together represent approximately 54.95 % of Enersense’s current total number of Shares, have irrevocably agreed to vote in favour of the Shareholders’ Resolution at the Extraordinary General Meeting.

If the Shareholder Resolution and the Board Resolution have not been passed on or before the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the Terms and Conditions, Enersense may elect to redeem the Notes at the greater of (i) 102 % of the Nominal Amount of the Notes, and (ii) 102 % of the Fair Note Value (as defined in the Terms and Conditions) of the Notes, in each case together with accrued but unpaid interest to (but excluding) the Fair Value Redemption Date (as defined in the Terms and Conditions), whereupon the Notes will be redeemed on the Fair Value Redemption Date.

No application has been made or is currently contemplated to be made to list the Notes or admit them to trading on any market.

Nordea Bank Abp is acting as the Sole Global Coordinator and Bookrunner for the Offering.

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

Important Information

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

Enersense in brief:   

Estonian Competition Authority has approved Enersense’s acquisition of Voimatel Oy’s Estonian operations

Enersense International Plc
Press release 18 November 2022 at 11:15 a.m.

Enersense International Plc, a provider of zero-emission energy solutions, has been informed that the Estonian Competition Authority has approved Enersense’s acquisition of Voimatel Oy’s Estonian operations. The completion of the whole transaction between Enersense and Voimatel is subject also to the approval of the Finnish Competition and Consumer Authority. Enersense estimates this decision to take place in the first quarter of 2023.

Enersense announced on 20 June 2022 that it had signed an agreement on acquiring the entire share capital of Voimatel Oy. The Finnish company Voimatel Oy’s business is based on the design and implementation of critical infrastructure, information, distribution, and transmission network services, as well as energy services such as solar energy, electric transport, optimisation of energy use, and energy storage services. Voimatel has three subsidiaries: OptiWatti and Datasilta in Finland and Boftel in Estonia. Voimatel group’s revenue in 2021 was EUR 133.1 million (FAS). The group employs about 1,000 employees.

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

Enersense in brief:   

Enersense has signed two follow-up agreements regarding the maintenance of Enefit Connect’s electricity networks in Estonia

Enersense International Plc
Press release 15 November 2022 at 10:15 a.m.

An Estonian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense AS, which operates in the business area of International Operations, has signed two follow-up agreements with Enefit Connect regarding the maintenance of electricity networks. Enefit Connect is a subsidiary of Eesti Energia that develops and manages various power networks, a high-speed internet network, a modern electric car charging network and a large part of Estonian street lighting. In addition, the company provides customers with energy solutions based on advanced technology. The agreements include the maintenance of electricity distribution networks, troubleshooting and connecting solar parks in Estonia’s Pärnu and Tartu-Jõgeva areas to the electricity distribution network.

The work completed under these contracts employs an estimated 50 people in total. The work will begin in January 2023 and will be carried out in cooperation with Clougrupp and Terasteenused, Estonian companies specialising in electrical installations. The total value of the contracts is EUR 10.1 million, of which Enersense accounts for approximately EUR 5-6 million. The contracts will expire by the end of 2025.

”The agreements with Enefit Connect are important to us. Among other things, these will strengthen our position in the Baltic market and support our vision of being a major implementor of a zero-emission society. Enefit Connect is a great customer for us in Estonia. It is a sign of our success that our cooperation continues in a strategically important project for us,” comments Margus Veensalu, EVP of Enersense’s International Operations segment.

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

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s revenue in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense has won Fingrid’s tender for the construction of the Framnäs substation

Enersense International Plc
Press release 11 November 2022 at 10:30 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won a contract for the construction of the Framnäs substation, located in Kirkkonummi, in Fingrid’s public procurement tendering. The value of the contract is approximately EUR 3.5 million.

“The new substation at Framnäs is more important than its size for us and especially for our customers. It strengthens the grid’s connections and enables an increase in electricity consumption in the Caruna Espoo region. Microsoft is planning a data centre complex for the region whose electricity supply is ensured by the station and whose waste heat Fortum is to use as carbon-neutral district heating in Espoo. The switchgear is implemented using climate-friendly SF6-free technology, which fits well in the same theme. We have excellent experiences working with Enersense and are delighted to have them as a partner in the project,” says Daniel Kuosa, Fingrid’s Construction Manager.

For Enersense, the project is a great continuum in substation projects utilising SF6-free technology to improve environmental friendliness. Enersense’s ongoing implementation in Fingrid’s Luukkala substation project utilises similar SF6-free technology. SF6 is a powerful greenhouse gas that has been used as main insulation in high-voltage switchgear units and instruments.

“Enersense’s strategy is to play a key role in implementing zero-emission projects on the road towards an environmentally friendly society. It is great that we get to implement this project, which also enables us to apply new substation technology to practice,” says Joni Parkkinen, Vice President, Transmission Networks business area at Enersense.

The decision shall be legal after the end of the appeal period under the Act on Public Procurement and Concession Contracts.

More information:

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

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 in brief:

Resolutions of the Extraordinary General Meeting of Enersense International Plc held on 10 November 2022

Enersense International Plc
Stock exchange release 10 November 2022 at 2:05 p.m.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT NOTICE” BELOW.

Resolutions related to the merger between Enersense International Plc and MBÅ Invest Oy and information on the approval of the merger by the shareholders of MBÅ Invest Oy

1.1 Approval of the merger

The Extraordinary General Meeting of Enersense International Plc (“Enersense” or “Company”), held on 10 November 2022, resolved to approve MBÅ Invest Oy’s absorption merger in accordance with the merger plan (“Merger Plan”) registered in the Trade Register of the Finnish Patent and Registration Office on 23 September 2022 without amendments. As a result of the merger, all of MBÅ Invest Oy’s assets and liabilities will transfer to Enersense without liquidation proceedings and MBÅ Invest Oy will be dissolved (“Merger”). MBÅ Invest Oy’s shareholders will receive as merger consideration Enersense’s new shares in proportion to their existing shareholding. The Merger as a whole and the share issues to be given as merger consideration are conditional and will enter into effect upon registration of the completion of the Merger. The planned effective date of the Merger is 1 April 2023. The effective date may change as presented in the Merger Plan.

1.2 Issuing Enersense’s new shares to MBÅ Invest Oy’s shareholders as merger consideration

The Extraordinary General Meeting resolved to issue Enersense International Plc’s new shares to the shareholders of MBÅ Invest Oy as merger consideration in accordance with the Merger Plan so that the total number of the Company’s new shares received by the shareholders of MBÅ Invest Oy as merger consideration under the Merger Plan is adjusted to match the total number of the Company’s shares owned by MBÅ Invest Oy on the effective date of the Merger (“Total Amount of Merger Consideration“), however, such that the number of the Company’s new shares to be issued as merger consideration may be a maximum of 2,253,072.

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

1.3 MBÅ Invest Oy’s Shareholders approved MBÅ Invest Oy’s merger with Enersense on 10 November 2022

MBÅ Invest Oy has notified Enersense that the Shareholders of MBÅ Invest Oy have, on 2 November 2022, approved by a unanimous resolution of the Shareholders the Merger of MBÅ Invest Oy with Enersense in accordance with the Merger Plan, without amendments, including the Merger Consideration given in connection with the Merger.

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

The Extraordinary General Meeting authorised, on the proposal of the Board of Directors, the Board of Directors to decide on a paid share issue and option rights and other special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of all or some of the aforementioned in one or more tranches on the following terms and conditions:

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

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

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

A share issue and the issue of special rights entitling to shares can also take place as a directed issue in deviation from the shareholder’s pre-emptive right if the Company has a weighty financial reason for this under the Companies Act (directed issue). In that case, the authorisation can be used to finance M&As or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure.

The authorisation does not annul previous unused authorisations regarding the issue of shares, option rights and special rights entitling to shares.

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

Amendment of Article 7 of the Articles of Association

The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend Article 7 of the Articles of Association to read as follows:

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

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

The General Meeting may be held in the company’s place of domicile or at any other location in Finland determined by the Board of Directors.

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

Minutes of the Extraordinary General Meeting

The Minutes of the Extraordinary General Meeting will be available for viewing on the Company’s website at the address https://enersense.com/investors at the latest on 11 November 2022.

Pori on 10 November 2022
Enersense International Plc
Board of Directors

Further information:

Sami Takila, General Counsel
Tel: +358 40 194 7034
sami.takila@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

Important notice

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken in addition to the requirements under Finnish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities, or an inducement to enter into investment activity in relation to any securities. No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified, does not purport to be full or complete and may be subject to change. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its securities and the merger, including the merits and risks involved.

This release includes forward-looking statements that are based on present plans, estimates, projections, and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release. Further, there can be no certainty that the transaction will be completed in the manner and timeframe described in this release, or at all.

Enersense in brief:   

The Board of Directors of Enersense International Plc has decided on the payment of the second instalment of the dividend based on the authorisation granted by the Annual General Meeting

Enersense International Plc
Stock exchange release 31 October 2022 at 11:35 a.m.

Enersense International Plc’s Board of Directors has decided on the record date and payment date for the dividend’s second instalment of EUR 0.05 for the financial year 2021 authorised by Annual General Meeting on 4 April 2022.

Based on the Board of Directors’ decision, the second instalment of the dividend, 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 dividend record date of 1 November 2022. The payment date for the second instalment is on 8 November 2022.

The Annual General Meeting resolved that based on the balance sheet adopted for the financial period 1 January 2021 to 31 December 2021, a dividend of EUR 0.10 per share shall be paid from the distributable funds of the Company for the total amount of EUR 1,599,606.00, calculated on the basis of the outstanding shares on the date of the notice convening the Annual General Meeting. The dividend was decided to be paid in two instalments.

The first instalment, EUR 0.05 per share was paid on 6 May, 2022.

Enersense International Plc
Jussi Holopainen
President and CEO

Additional information:

Jussi Holopainen, President and 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 in brief:   

Enersense acquires Unified Chargers, a manufacturer of fast charging stations for electric vehicles – the goal is to become a key enabler of zero-emission transport

Enersense International Plc
Press release, Oct 20, 2022 at 11:45 am

Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement on the acquisition of Unified Chargers Oy, a Finnish manufacturer of fast and high-power charging stations for electric vehicles. Unified Chargers offers advanced and customisable charging solutions for public locations and for the needs of heavy transport, as well as smart services for charging station operations. The acquisition strengthens Enersense’s position as a provider of charging solutions. The acquisition is expected to be completed in November 2022.

“Alongside passenger cars, heavy transport is going electric at a rapid pace, and we want to do our part in broadly enabling zero-emission mobility and logistics. Various vehicle professionals, that can see and understand how mobility will develop in the future and what this development requires, have already selected Unified Chargers as their partner. We want to provide our partners with most extensive expertise possible in the rapid development of electric transport through the best products and services and develop our operations with more diverse services. We warmly welcome Unified Chargers to join Enersense”, says Juha Silvola, Executive Vice President of the Power segment at Enersense.

Enersense already has a strong history of being an installation and maintenance partner for providers of various charging equipment solutions, and these operations will continue as before. Enersense provides charging solutions for companies and housing companies as a comprehensive service, ranging from initial investigations to the installation, deployment and maintenance of charging systems.

To enhance electric transport, Enersense has also made an investment in Parkkisähkö Oy, a provider of charging systems for housing companies, companies and public locations. Through their strategic partnership, Enersense holds ten per cent of Parkkisähkö.

“We want to be closely involved in enhanding electric transport and become a key player in electric mobility markets. The markets are already growing rapidly, while the sector is still trying to find its way, and we consider it important to be part of several projects and engage in cooperation with various parties operating in the sector. As a result, we can quickly learn and adopt best practices and agilely provide best possible services. The developing markets offer an enormous potential and opportunities for growth, and I believe that together we can meet the expectations we have for electric transport,” says Enersense 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

Enersense in brief:   

Enersense specifies the focus areas of its growth strategy and elevates zero-emission transport into equal position with onshore and offshore wind power and solar energy – financial targets unchanged

Enersense International Plc
Stock exchange release, Oct 20, 2022 at 11:40 am

The strategic goal of Enersense International Plc, a provider of zero-emission energy solutions, is intact: the company’s goal is to grow from a broad-based service company in the energy sector to a producer of clean energy and a key green energy company. In connection with its annual strategy process, Enersense has specified the focus areas of its growth strategy and elevates zero-emission transport into equal position with onshore and offshore wind power as well as solar energy. In zero-emission transport, new business is sought from electric vehicle charging solutions and clean fuels. In offshore wind power, the growth is sought from wind turbine foundations, in particular, and in solar energy from project development, construction and own energy generation. The specified focus of the strategy supports the company’s long-term financial targets that remain unchanged.

Enersense’s goal within the focus area of zero-emission transport is the expand in the value chain from an installation and maintenance partner for providers of various charging equipment solutions to charging equipment producer, where the company see substantial growth potential. The company already has a strategic partnership with an investment of 10 per cent in Parkkisähkö Oy, a provider of charging systems for housing companies, companies, and public locations. Enersense has also a partial ownership in P2X Solutions through which Enersense in enhancing the reduction of emissions in heavy transport using hydrogen and synthetic fuels and enabling the storage of electricity through green hydrogen.

Enersense has started strengthening its footprint in the electric vehicle charging solutions value chain by signing an agreement on the acquisition of Unified Chargers Oy, a Finnish start-up who manufactures fast and high-power charging stations for electric vehicles. The revenue of Unified Chargers during the previous financial period was EUR 0.4 million showing an increase of 87 per cent year-on-year. Its loss for the period was EUR -0.4 million. The purchase price is EUR 1.2 million and it will be paid in full by means of new Enersense shares to be issued. The share transaction is conditional on the Extraordinary General Meeting of Enersense, convened to be held on 10 November 2022, authorising Enersense’s Board of Directors to decide on a directed share issue related to the share transaction. The transaction is expected to be completed during November 2022 and after that Enersense will be able to offer advanced and customisable charging solutions for public locations and for the needs of heavy transport, as well as smart services for charging station operation.

“The significant additional generation of renewable energy will enable zero-emission transport through electrification and clean fuels. By lifting expansion in the charging infrastructure value chain as one of the focus areas of our growth strategy we will be more closely engaged in this development and as the implementation of our strategy moves forward, we will be able to respond more comprehensively to the growing demand in the market. In addition to this, we consider hydrogen to play a significant role in the green transition, both in storing electricity and enabling zero-emission heavy transport,” says CEO Jussi Holopainen.

ENERSENSE INTERNATIONAL PLC

Jussi Holopainen
President and CEO

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 in brief:   

Enersense has been chosen as the main contractor for Fingrid’s power line project in the Oulu region

Enersense International Plc
Press release 17 October 2022 at 4:00 p.m

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won a contract for a power line project in the Oulu region in Fingrid’s public procurement tendering.

In the project located in the Oulu and Yli-Ii region, an aged 110kV power line will be partially replaced by a new power line and extensive power line arrangements will be carried out at the substation. The project will improve transmission capacity in the Sea Lapland region and enable the connection of wind power to the grid.

Preparations for the project begin immediately and the project will employ Enersense for an estimated period of over two years. The value of the contract is approximately EUR 7 million.

“The project is a good continuum for the cooperation of Fingrid and Enersense after the completion of the newly introduced Metsälinja and Pyhänselkä power line arrangements. Based on these experiences and despite the challenging global situation, we expect a steady and reliable performance from a familiar contractor,” says Construction Manager Keijo Välimaa from Fingrid.

“The project is significant for Enersense and supports our goals of building a carbon-neutral society together with our customers,” says Joni Parkkinen, Vice President, Power’s Transmission Networks business area at Enersense.

The decision is legal.

More information:

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

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 in brief:

Inderes has published an extensive company report on Enersense

Enersense International Plc
Press Release Oct 13, 2022 at 11:05 a.m.

Inderes has today published a new extensive report on Enersense. In connection with this the analyst at Inderes who follows Enersense has changed and Mr Aapeli Pursimo will be in charge of following Enersense.

Inderes’s analyses are available at www.inderes.fi.

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 
E-mail: tommi.manninen@enersense.com 

Enersense in brief:   

Competition Authority has approved business transfer in connection with strategic cooperation regarding operation and maintenance tasks between Enersense and Helen

Enersense International Plc
Insider information Oct 11, 2022 at 5:00 p.m.

The Finnish Competition and Consumer Authority (FCCA) has today approved the business transfer according to which Helen Oy’s certain operation and maintenance services are transferred to Enersense. As part of the transaction, it has been agreed that in the future Helen Oy will purchase these services from Enersense IN Oy, which is part of Enersense International Plc’s business area Smart Industry. The agreement is expected to enter into force on 1 November 2022.

Enersense International Plc, a provider of zero-emission energy solutions, announced on 31 August 2022 that it had agreed with Helen Oy, an energy company, on a business transaction which includes extensive strategic cooperation regarding operation and maintenance tasks for plants and networks. The agreement followed a competitive tendering in accordance with the Finnish Act on public contracts and concessions of entities operating in the water, energy, transport and postal services sectors. The duration of the agreement is at least four years, after which it is possible to continue the cooperation with two two-year options. The maximum value of the procurement during the agreement period with the options is EUR 200 million.

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
President and CEO

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 in brief:   

Enersense International Plc´s financial reporting and Annual General Meeting in 2023

Enersense International Plc
Stock Exchange Release Oct 6, 2022 at 2:55 p.m.

Enersense International Plc´s Financial Statements Bulletin for the year 2022 will be published on Monday 27 February 2023. Financial Statements and Board of Directors’ Report for 2022 will be published during week 10.

In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2023:

January-March on Friday 28 April 2023.
January-June on Thursday 3 August 2023.
January-September on Friday 27 October 2023.

Enersense International Plc´s Annual General Meeting 2023 is planned to be held on Tuesday 4 April 2023. 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 15 February 2023 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com.

Enersense International Plc
Jussi Holopainen
President and CEO

For more information, please contact:

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

Media contacts:

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

Enersense in brief:   

Enersense and Latvian transmission system operator AST sign agreement as part of Baltic power system synchronisation project to increase energy self-sufficiency in Latvia

Enersense International Plc
Press release Oct 5, 2022 at 2:30 p.m.

Enersense SIA, a subsidiary of Enersense International Plc, a provider of zero emission energy solutions and the Latvian transmission system operator AS Augstsprieguma tīkls (AST) have signed a new contract for the installation of synchronisation and inertial equipment in the electricity system at three different sites in Latvia. The assignment will be carried out in a consortium between Enersense and an international energy company. Enersense’s share of the contract is more than €15 million and it will be included in the fourth quarter 2022 order book of Enersense’s International Operations.

The Baltic countries are to be connected to the European grid by the end of 2025. The project to synchronise the Baltic and European electricity transmission systems will involve the installation of three synchronous condenser stations in Latvia. Each station will provide at least 1900MWs of inertial power. The consortium’s energy company will manufacture the main equipment and transport it to the sites. Enersense’s tasks include the design and construction of the synchronous condenser stations, the construction of the access roads, the supply of materials and the installation work.

“We are very pleased with the new agreement, which further deepens our partnership with AST and will enable us to strengthen energy self-sufficiency in the Baltics. The agreement is a significant package for Enersense SIA’s business and will strengthen Enersense’s order book until mid-2025.” says Girts Galzons, Chief Operating Officer of Enersense SIA.

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
E-mail: tommi.manninen@enersense.com

Enersense in brief:   

SEB’s analyst to start analysis on Enersense – first extensive company report published today

Ensersense International Plc
Press Release Sep 29, 2022 at 9.20 a.m.

The analyst base for Enersense International Plc, a provider of zero-emission energy solutions, will be broadened as SEB and their analyst Mr Anssi Raussi will start following the company. SEB’s first extensive company report on Enersense has been published today. SEB’s analyses are available at www.sebgroup.com.

“The Green Transition is moving on fast and there are multiple opportunities in the energy transition both in the long and short term. It is important that both existing and new investors are provided with relevant and unbiased information by multiple equity analysis to support their decision making. It is in our interest to promote this dialog and transparency as well as we can”, says Jussi Holopainen, CEO, Enersense.

Analysts at SEB, Inderes and Evli Research are currently producing analysis on Enersense.

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
E-mail: tommi.manninen@enersense.com 

Enersense in brief:   

Notice to the Extraordinary General Meeting of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 26 September 2022 at 7:30 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 Thursday 10 November 2022 at 13:00 p.m. (EET) at the restaurant Mekani at Konepajanranta 2 B, 28100 Pori, Finland. The reception of persons who have registered for the meeting, the distribution of voting tickets and coffee service before the meeting will commence at 12:00 noon.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

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

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

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

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

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

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

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

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

6.1 Resolution on a merger

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

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

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

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

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

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

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

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

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

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

A share issue and the issue of special rights entitling to shares can also take place as a directed issue in deviation from the shareholder’s pre-emptive right if there is a weighty financial reason for this under the Companies Act (directed issue). In this case, the authorisation can be used to finance M&As or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure.

The authorisation does not annul previous unused authorisations regarding the issue of shares, option rights and special rights entitling to shares.

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

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

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

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

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

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

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

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

Closing of the meeting

B. DOCUMENTS RELATED TO THE GENERAL MEETING

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

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

Shareholders entered in the shareholder register

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

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

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

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

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

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

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

Holder of nominee-registered shares

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

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

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

Proxy representative and powers of attorney

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

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

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

Other instructions and information

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

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

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

In Pori, 26 September 2022

ENERSENSE INTERNATIONAL PLC

BOARD OF DIRECTORS

For further information, please contact:

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

Media contacts:

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

Distribution:

Nasdaq Helsinki Oy

Major media

www.enersense.com

The company in brief:

Enersense International Plc – Managers’ transactions – Juha Silvola

Enersense International Plc
Stock Exchange Release, 26 September 2022 at 10:10 a.m.

Person subject to the notification requirement

Name: Silvola, Juha

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 19955/4/4

____________________________________________

Transaction date: 2022-09-23

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: ACQUISITION

Transaction details:

(1): Volume: 2913 Unit price: 5.91 EUR

(2): Volume: 87 Unit price: 5.92 EUR

Aggregated transactions:

(2): Volume: 3000 Volume weighted average price: 5.91029 EUR

Enersense International Plc
Jussi Holopainen
CEO

More information:

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

Distribution:

Nasdaq Helsinki Oy
Major media
www.enersense.com

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense’s partly owned company P2X Solutions to the list of important green hydrogen projects in Europe

Enersense International Plc
Press release 22 September 2022 at 3:45 p.m.

The European Commission has selected the Finnish green hydrogen producer P2X Solutions Oy’s project that promotes carbon neutrality and environmental objectives to its list of important joint European IPCEI hydrogen projects. The new European value chain for the hydrogen economy is designed to boost the production of clean hydrogen and the development of new uses of hydrogen. Enersense owns approximately 16.3% of P2X Solutions Oy.

In its project, P2X Solutions will construct 70 MW of green hydrogen production capacity and a methanation plant to produce renewable synthetic methane. The project is separate from P2X Solutions’ 20 MW green hydrogen and synthetic methane production plant now under preparation for construction works in Harjavalta.

Enersense is part of the national hydrogen cluster and part of the European Clean Hydrogen Alliance, which promotes the hydrogen economy in the EU.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense begins reporting on the development of its onshore wind power projects — target to build 600MW of own energy production by 2027

Enersense International Plc
Stock exchange release 15 September 2022 at 12.00 p.m.

Enersense International Plc, a provider of zero-emission energy solutions, will start reporting on the project development portfolio of Megatuuli Oy, a leading onshore wind power project development company, semi-annually as part of its regular H1 and H2 financial reporting. Enersense completed the acquisition of Megatuuli on 1 February 2022 and owns 100 % of the company.

Megatuuli Oy’s project portfolio is currently 3,000MW, of which 1,500MW is in cooperation with Valorem and is divided as follows:

– Feasibility study phase 2,000MW
– Permit, land use and EIA phase 1,000MW

Projects developed by Megatuuli Oy, which have advanced to construction and operation phases:

– Construction phase 350MW (development fees to be paid to Enersense during 2022-2025 as informed on 3 February 2022)
– Finished and operating phase 100MW

Megatuuli Oy’s current 3,000MW onshore wind power project portfolio also enables Enersense to develop its own energy production. Enersense’s energy production target by 2027 is 600-700MW, of which 600MW is wind power and 100MW solar power.

Enersense has already identified 200MW of potential wind power projects that can be developed for its own energy production. In addition, Enersense has identified 20MW of solar power for its own energy production.

“The green transition is proceeding at an accelerating pace with strong demand for wind power and solar energy, and the strategic choices we made earlier have proved successful. Wind power project development is long-term cooperation between different actors, and we want to make the development phases of our projects more transparent and monitored,” says Jussi Holopainen, CEO.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense sells its stake in Suomi Teline Oy for EUR 1 million

Enersense International Plc
Press release 14 September 2022 at 2:00 p.m.

Enersense International Oyj, a provider of zero emission energy solutions, has sold all its shares in Suomi Teline Oy. The transaction amount is EUR 1 million and Enersense will recognise a gain of EUR 760 000 in its third quarter results.

Enersense’s shareholding in Suomi Teline Oy was 25%.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock exchange release 7 September 2022 at 1.50 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Ensto Invest Oy. According to the notification, the shareholding of Ensto Invest Oy in Enersense International Plc has exceeded 5.22 % of all shares in Enersense International Plc on 7 September 2022. According to the notification, the company holds a total of 850,000 shares in Enersense International Plc, which corresponds to 5.22 % of all shares and voting rights in Enersense International Plc.

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	5.22	–	5.22	16,293,357
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	850,000		5.22
A TOTAL	850,000		5.22

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

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense has been chosen as the main contractor for Fingrid’s Simojoki substation expansion project

Enersense International Plc
Press release 7 September 2022 at 10:00 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won a contract for the expansion of the Simojoki substation in Fingrid’s public procurement tendering.

The expansion of the Simojoki substation, located in the municipality of Simo on the border of the regions of Lapland and North Ostrobothnia, will enable new wind farms planned in the vicinity to be connected to the grid. The project is estimated to employ Enersense for approximately two years, and preparations for it will begin immediately. The value of the project is approximately EUR 12 million.

“The wind power projects planned for the region are coming to full fruition. The construction of the new electricity transmission link between Finland and Sweden, the Aurora Line, is also proceeding as planned, so the expansion of the Simojoki substation is now timely. Over the next ten years, Fingrid will invest a record three billion euros in the main grid, which will enable the electrification required by the energy transition,” says Director Timo Kiiveri from Fingrid.

The Simojoki substation expansion project is a significant project for Enersense.

“The project supports our objectives of building a carbon-neutral society together with our customers, while strengthening our portfolio as an implementor of demanding Finnish grid projects. Our journey towards a more environmentally friendly society continues,” says Joni Parkkinen, Vice President, Power’s Transmission Networks business area at Enersense.

The decision shall be legal after the end of the appeal period under the Act on Public Procurement and Concession Contracts.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense International Plc’s Shareholders’ Nomination Board

Enersense International Plc
Stock exchange release 6 September 2022 at 3.00 p.m.

Enersense International Plc’s Annual General Meeting decided on 19 March 2021 to establish a Shareholders’ Nomination Board. Each year, the Nomination Board prepares and presents to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting proposals on the remuneration, number and members of the Board of Directors.

The Nomination Board consists of three members, of whom the three largest shareholders of the company are each entitled to nominate one member. 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. According to the shareholders’ register maintained by Euroclear Finland Ltd, the three shareholders who hold the largest share of the votes cast by all the company’s shares on the first working day of September preceding the Annual General Meeting have the right to nominate members representing shareholders.

The following members have been appointed to Enersense International Plc’s Shareholders’ Nomination Board:

Alexander Ehrnrooth, Nidoco AB
Risto Takkala, MBÅ Invest Oy
Janne Vertanen, Verman Group

The now appointed Nomination Board will forward its proposals for the 2023 Annual General Meeting to the Board of Directors by 31 January 2023.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense and Helen agree on strategic cooperation aiming at carbon neutrality in operation and maintenance services

Enersense International Plc
Insider information 31 August 2022 at 1.00 p.m.

Enersense International Plc, a provider of zero-emission energy solutions, and Helen Oy, an energy company, have agreed on extensive strategic cooperation regarding operation and maintenance tasks for plants and networks, following competitive tendering in accordance with the Finnish Act on public contracts and concessions of entities operating in the water, energy, transport and postal services sectors.

Helen will purchase operation and maintenance services from Enersense IN Oy, which operates in the business area of Smart Industry, for the needs of four power plants, fifteen heating plants, six cooling and heat pump plants, more than 1,500 kilometres of district heating and cooling networks and around 60 kilometres of energy tunnels among other things in the Helsinki metropolitan area.

The duration of the agreement is at least four years, after which it is possible to continue the cooperation with two two-year options. The maximum value of the procurement during the agreement period with the options is EUR 200 million. The cooperation agreement has no impact on Enersense’s 2022 guidance, but it reinforces the achievement of long-term financial targets.

“The strategic goal of both Enersense and Helen is to play a key role in the green transition, and this agreement enables us to contribute to Helen’s vision of achieving carbon neutrality by 2030. Security of supply is particularly important in the current global situation, and we have a great deal to offer in this respect as an expert in critical infrastructure,” says Jussi Holopainen, President and CEO of Enersense International Plc.

In connection with the service agreement, it has also been agreed that at most 260 operation and maintenance employees will transfer from Helen to Enersense as existing employees through a business transfer.

“This extensive cooperation agreement will provide us with more highly competent and skilled employees, which will further strengthen and expand our expertise and service offering. We will also have access to ready-for-use service centre sites that we can develop together with the customer in a rapidly changing operating environment. We have broad and varied experience in operation and maintenance services for sites of various sizes that we have been able to develop consistently with the customer to be more sustainable, better and more efficient. Based on this experience, we can also offer Helen a stable and reliable partnership,” says Jaakko Leivo, Executive Vice President, Smart Industry at Enersense International Plc.

“Enersense’s objectives and strategy greatly support Helen’s journey in the energy transition and our strategy to achieve our carbon neutrality goals. Reliably and flexibly acquired operating and maintenance tasks services help us to prepare for future changes in our operating environment that require professionalism, continuity and flexibility,” says Timo Aaltonen, Director, Energy Platform and Production Solutions, Helen Oy.

Enersense has provided the industrial sector with operation and maintenance services for more than 20 years. Enersense has extensive operation and maintenance contracts with several major Finnish companies.

“We have strengthened our expertise in operation and maintenance in particular, and winning this agreement is excellent proof of our renewed organisation’s commitment and competence. We are grateful and proud that we can be a key strategic partner for Helen on its journey towards carbon neutrality by 2030. We believe that this partnership will offer us further opportunities to improve the efficiency and flexibility of similar services in other cities and towns in response to the energy transition and decentralised energy production. We are aiming to employ our new expertise and personnel more extensively across Finland,” says Jaakko Leivo.

The agreement is expected to enter into force on 1 November 2022, pending approval from the Finnish Competition and Consumer Authority.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock exchange release, 31 August 2022 at 11.15 a.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Kyösti Kakkonen. According to the notification, the shareholding of Joensuun Kauppa ja Kone Oy, a company controlled by Kyösti Kakkonen, in Enersense International Plc has fallen to 4.81 % of all shares in Enersense International Plc on 31 August 2022. According to the notification, the company holds a total of 784,510 shares in Enersense International Plc, which corresponds to 4.81 % of all shares and voting rights in Enersense International Plc.

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	4.81	–	4.81	16,293,357
Position announced in the previous flagging notification (if applicable)	8.64	–	8.64

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		784,510		4.81
A TOTAL	784,510		4.81

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
Kyösti Kakkonen	0	0	0
Kakkonen-Yhtiöt Oy	0	0	0
Joensuun Kauppa ja Kone Oy	4.81	4.81	784,510

According to the flagging notification, Kyösti Kakkonen owns 55.3 % of Kakkonen-Yhtiöt Oy, which owns 100 % of Joensuun Kauppa ja Kone Oy.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense increases its shareholding in its Lithuanian subsidiary

Enersense International Plc
Press release 5 August 2022 at 10:30 a.m.

Enersense International Plc, a provider of zero-emission energy solutions, has increased its share in its Lithuanian subsidiary Enersense UAB through a transaction carried out on 1 August 2022. With the transaction, Enersense will increase its holding from the previous 75 per cent to 100 per cent of Enersense UAB’s share capital.

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

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense lowers its guidance for 2022 and provides preliminary information on the financial development of the second quarter of 2022

Enersense International Plc
Insider information 27 July 2022 at 6:10 p.m.

Enersense International Plc lowers its financial guidance for 2022 in terms of adjusted EBITDA. At the same time, Enersense provides preliminary information on its second quarter results, which, as expected, is the weakest quarter of the year.

The company’s profitability, towards the end of the year, is weighed down by Russia’s war of invasion of Ukraine, accelerated inflation, material availability problems, the coronavirus, the ICT strike, and the resulting delayed project starts.

New financial guidance for 2022:

According to the company’s financial guidance, revenue is expected to be in the range of EUR 245–265 million and adjusted EBITDA EUR 6-12 million in 2022.

Previous financial guidance for 2022:

According to the company’s financial guidance, revenue is expected to be in the range of EUR 245–265 million and adjusted EBITDA EUR 15–20 million in 2022.

Preliminary key figures (unaudited):

April-June 2022:

Revenue: EUR 59.8 million (EUR 61.6 million in the comparison period)

Adjusted EBITDA: EUR -0.4 million (4.8)

January-June 2022:

Revenue: EUR 113.6 million (114.9)

Adjusted EBITDA: EUR 5.0 million (7.4)

As expected, investments in offshore wind power and a new ERP system have weakened the adjusted EBITDA for the first half of the year. The impact of these on the operative EBITDA for the first half of the year is EUR 2.4 million.

Enersense will publish its half-year financial report on Thursday 4 August 2022. Due to the silent period, Enersense does not comment on preliminary information on its result before publishing its half-year report.

Enersense keeps its long-term financial targets for 2027 (stock exchange release 3 May 2022) unchanged.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense and Rauma Marine Constructions have signed an agreement on outfitting work for two LNG car and passenger ferries

Enersense International Plc
Press release 21 July 2022 at 4.00 p.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense Works Oy, which operates in the business area of Smart Industry, and Rauma Marine Constructions (RMC) have signed a new agreement on outfitting work for two new car and passenger ferries at Rauma shipyard. The signed contract covers the most demanding technical areas of the ferries ordered by TT-Line Company, for example steel and piping installations in the main engine room and LNG tank area, as well as insulation work.

The new agreement is a significant entity for Enersense’s Smart Works business. The employment impact of the agreement is more than 150 person-years for the business, and it strengthens Enersense’s order backlog until the end of 2024.

“We are very pleased with the new agreement, which will further deepen our partnership with RMC and create continuity for several years of cooperation at Rauma Shipyard. We look forward to bringing the long-awaited project into production and to participate in its construction in such a significant role,” says Mikko Lampinen, Chief Operating Officer of Enersense’s Smart Works business.

The new car and passenger ferries ordered by TT-Line Company are environmentally friendly vessels that use liquefied natural gas (LNG) and are designed and manufactured to operate in extremely challenging conditions. The new agreement in the TT-Line project is strategically important for Enersense’s Smart Works business, as the implementation of LNG projects contributes to the Group’s vision of being a significant promoter of a zero-emission society.

“RMC’s networked operating model is based on long-term and strategic partnerships. We want to continually strengthen our partner network. Through truly networked and open cooperation we can develop policies and processes. Enersense is a good example of a company that wants to develop and at the same time develop the Finnish marine industry network in cooperation with us,” says Ville Laaksonen, Chief Operating Officer of RMC.

“I would like to thank RMC for the good cooperation built on our long-term partnership and for the trust. Our business in the marine industry has been systematically developed and grown and this agreement shows that we are doing the right things with our personnel. The project will further strengthen our organisation and network, and we will also utilise possible synergy gains with Enersense Offshore,” says Jaakko Leivo, EVP of Enersense’s Smart Industry business area.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense and Siemens Energy have signed an agreement on coatings for the Leipheim gas power plant in Germany

Enersense International Plc
Press release 14 July 2022 at 9:45 a.m.

Enersense GmbH, a German subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement with Siemens Energy regarding the coating work of the Leipheim remote-controlled gas power plant under construction in southern Germany.

Leipheim’s new 300-megawatt gas turbine power plant will be built between Leipheim and Bubesheim in the state of Bavaria, southern Germany. Siemens Energy is the prime contractor for the entire plant and the customer is LEAG, the largest energy company in eastern Germany. The Leipheim gas power plant will be used exclusively to protect and ensure the reliability of the transmission grid.

The gas power plant is scheduled to be commissioned in August 2023. The project coating work will begin in July 2022 and is expected to be completed in February 2023.

“We are pleased that Siemens Energy chose us as its partner, and our well-run cooperation in Germany, Finland and France will continue. An energy self-sufficient Europe needs such projects, and it is great to be a part of this,” says Sebastian Halsband, Enersense’s Country Director for Germany.

Enersense is currently working on a similar project on coating work for a gas power plant as Siemens Energy’s partner in Landivisiau, France.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense receives a framework agreement regarding maintenance projects for Sweden’s national grid

Enersense International Plc
Press release 5 July 2022 at 1:00 p.m.

A Latvian subsidiary of Enersense International Plc, a creator of zero-emission energy solutions, Empower SIA, which operates in the business area of International Operations, has signed a framework agreement with Svenska kraftnät, Sweden’s national grid operator, regarding the revision and renewal measures of approximately 30 per cent of the national grid in Sweden during an eight-year period.

“The agreement is important to us for several reasons. Among other things, the signed agreement strengthens our position in the Nordic market and supports our mission to create an emission-free society. Svenska kraftnät is an important partner and this agreement will help to strengthen our partnership. It is a sign of our success that our cooperation will continue in a project that is strategically important to us and Svenska kraftnät,” says Margus Veensalu, EVP of Enersense International Plc’s International Operations segment.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense has won Fingrid’s tender for power line arrangements for the Valkeus substation

Enersense International Plc
Press release 29 June 2022 at 3:30 p.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won Fingrid’s tender regarding power line arrangements for the Valkeus substation and replacement of the overhead earth wire for the Pirttikoski-Kokkosniva line.

The contract won by Enersense is located in the regions of Northern Ostrobothnia and Lapland. Construction work will begin at the turn of the year 2023 and the aim is to hand over the project to the client in the autumn of 2023.

“The Valkeus power line arrangement project is important to Fingrid so that we can connect Valkeus’s new 400/110 kV substation to the grid and thus enable implementation of wind power projects in the region,” says Tommi Raussi, Project Manager, from Fingrid Plc.

“It is great that we were chosen to carry out the project, the project is a good continuum for our long-term cooperation with Fingrid in implementing demanding power line arrangements,” says Joni Parkkinen, Vice President, Power’s Transmission Networks business area at Enersense.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. Enersense Group’s turnover in 2021 was EUR 239 million. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense receives a follow-up agreement regarding the maintenance of Elektrilevi’s electricity networks in Estonia

Enersense International Plc
Press release 23 June 2022 at 1:15 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 Enefit Connect, regarding the maintenance of the electricity networks of Elektrilevi, the largest network operator in Estonia.

The two-year agreement includes maintenance and troubleshooting of electricity distribution networks in the Saaremaa and Hiiumaa area, with works starting in July 2022. The value of the agreement is approximately EUR 6.4 million.

“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. Enefit 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.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense Offshore receives contract for the manufacture of offshore wind cable coil turntables in Norway

Enersense International Plc
Press release 22 June 2022 at 10:15 a.m.

Enersense Offshore Oy, which specializes in offshore wind, has signed an agreement with Drammen Yard, a Norwegian company that sells and leases offshore wind services, to manufacture four cable carousels, which will be delivered to Norway.

The total weight of carousels is approximately 900 tonnes and they are used, for example, in the manufacture and installation of electrical cables for offshore wind turbines in demanding offshore conditions. The carousels’ final customer is Nexans, which has an extensive track record as a pioneer in technology innovations in projects of ever larger floating offshore wind turbines far out at sea.

“The transaction now concluded opens the way for us to enter the Norwegian market, which is developing and growing rapidly. At Enersense Offshore, we have extensive service offerings and know-how, and we are able to offer a wide range of offshore wind services from smaller projects to large floating and fixed foundation solutions,” says Jaakko Leivo, Executive Vice President at Enersense.

The production of cable coil turntables in Mäntyluoto, Pori, will begin immediately and deliveries will take place between May and July 2023.

“The integration and ramp-up of Enersense Offshore after difficult years is proceeding as planned, and we have also received other agreements to speed up our work with Valmet and Metso Outotec, for example. The bidding calculation for several offshore wind and other projects is currently very active,” Leivo says.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

A new broader financing package for Enersense

Enersense International Plc
Stock exchange release 20 June 2022 at 1:15 p.m.

Enersense International Plc, a provider of zero-emission energy solutions, has concluded the negotiations on the financing of its operations. The company’s new financing package, broader and more favourable in terms of costs than before, consists of several bank guarantee and revolving credit facility and already withdrawn senior loans. The financing is used for developing operations and managing working capital.

Enersense has withdrawn senior loans for 10,5 million euros which will mature in the year 2026. Enersense has also ability to withdraw 5 million euros of committed revolving credit facility which enable the company to reduce effects of seasonal fluctuations of working capital to its business operations.

Previously Enersense had at its disposal guarantee facilities of 36,9 million euros. The company replaces a part of its previous guarantee facilities and total amount of guarantee facilities rises to 40 million euros. New guarantee facilities enable wider geographical deployment of guarantees. Enersense uses its guarantee facilities in its project business as securities for performance and warranty periods.

Enersense had at its disposal accounts receivable financing facilities of 38,7 million euros. The company has agreed on new accounts receivable financing facilities of 5,5 million euros. Company has at its disposal accounts receivable financing facilities of 44,2 million euros.

“We are pleased to have new financing partners and deepen our existing partnerships. Now negotiated new financing agreement is more favourable in terms of costs than the previous agreement, which is a result of the positive development of Enersense’s business and strengthened balance sheet. The financing package enables effective working capital management and increases our chances to win projects in Finland and abroad. The larger number of guarantee and accounts receivable financing facilities prepares us for growth, and the new revolving credit facility enables growth to be financed quickly”, says Enersense’s CEO Jussi Holopainen.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense wins the bidding process for the construction of Elenia’s Alajärvi–Perho 110 kV power line

Enersense International Plc
Press release 17 June 2022 at 3:35 p.m.

Enersense PN Oy, a subsidiary within the Power segment of Enersense International Plc, a provider of zero-emission energy solutions, has won the bidding process for building Elenia’s new electricity transmission connection. The contract for building the 110 kV power line, won by Enersense, is located in the municipalities of Alajärvi and Perho in the region of Ostrobothnia.

The new power line will be approximately 24 kilometres long, and it will enable wind power to be connected to the electricity network in the region. The construction will start in autumn 2022, and the aim is to hand over the project to the client at the end of 2023.

“We are very pleased that we were selected to carry out the contract. This project strengthens our position in the construction of high-voltage electricity networks, while enabling zero-emission generation to be connected to the network,” says Joni Parkkinen, Vice President of Transmission Networks in Enersense’s Power segment.

“The green transition has significantly accelerated the construction of wind power in Finland, and this trend continues. To make the most out of zero-emission electricity generation, we need effective solutions for electricity network construction. Our partnership with Enersense in building this important power line advances Elenia’s goal to promote the fossil-free electrification of society as planned,” says Antti Kiviranta, project manager at Elenia.

To be effective, an energy system needs a smart electricity network and, regarding its development, the increased use of wind and solar power requires effective technological solutions. Currently, roughly a fifth of Finland’s entire wind power generation has already been connected to Elenia’s electricity network.

Elenia in brief:

Elenia is the second largest distribution system operator in Finland. It provides services for 432,000 customers in Tavastia Proper, Päijänne Tavastia, Pirkanmaa, Central Finland, Southern Ostrobothnia and Northern Ostrobothnia. We produce our services in cooperation with our partner companies. We see to the functioning of the electricity network, build the electricity network and connections, meter our customers’ electricity consumption and deliver energy measurement information to electricity suppliers. We modernise the ageing electricity network into a weatherproof network and develop smart grid solutions. Our service business provides customer service and diverse services related to the electricity market for energy companies, takes care of Elenia’s procurement and construction contracting, and builds the fibre-optic network and its connections. Through our customer companies, we serve more than one million energy sector customers in Finland. We also build fibre-optic networks for the needs of our customers and the developing society.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. Enersense Group’s turnover in 2021 was EUR 239 million. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock exchange release 17 June 2022 at 1:20 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Virala Oy Ab. According to the notification, the shareholding of Nidoco Ab, part of Virala Oy Ab’s group, in Enersense International Plc has exceeded 25.01% of all shares and voting rights in Enersense International Plc on 16 June 2022. According to the notification, the company holds a total of 4,000,000 shares in Enersense International Plc, which corresponds to 25.01% of all shares and voting rights in Enersense International Plc.

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	25.01	–	25.01	15,996,060
Position announced in the previous flagging notification (if applicable)	23.88	–	23.88	–

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		4,000,000		25.01
A TOTAL	4,000,000		25.01

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
Virala Oy Ab
Atine Group Oy
Nidoco Ab	25.01		4,000,000

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense has won Fingrid’s tender for the construction of the Aurora Line 400kV power line

Enersense International Plc
Press release 17 May 2022 at 10:15 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering process for the Aurora Line’s Pyhänselkä-Herva share. Aurora Line is the new electricity transmission link between Finland and northern Sweden. The value of the contract is approximately EUR 16 million.

The project for the construction of the 400kV power line won by Enersense is located from the Pyhänselkä substation in Muhos to Ii and is about 80 kilometres long. Construction work will begin in autumn 2022 and the project is expected to be handed over to the client at the end of 2024.

“Aurora Line will increase the transmission capacity between Sweden and Finland by approximately 900 megawatts and contribute to supporting the European Union’s climate objectives and improving the reliability of the electricity system. The project has received EUR 127 million in support from the EU’s Connecting Europe Programme. We are confident in Enersense’s delivery capability in this most important project package of the decade,” says Director Timo Kiiveri from Fingrid.

“We are very pleased that we were selected to carry out this project. This is a good continuation of our long-term cooperation with Fingrid in the implementation of demanding grid projects,” says Joni Parkkinen, Vice President, Power’s Transmission Networks business area at Enersense.

The decision is final after the end of the appeal period in accordance with the Procurement Act.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense’s subsidiary Megatuuli and Valorem enter into a co-operation agreement on 1,500 MW wind power development projects in Finland

Enersense International Plc  
Press release, 13 May 2022 at 9:00 a.m.

Greenfield wind power developer Megatuuli Oy, a subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, and French green energy company Valorem have signed a mutual co-operation agreement targeting to develop 1,500 MW worth of wind power projects in Finland by 2025.

Reaching the goal would bring new investments to Finland totaling 1.5 billion EUR. The term of the agreement spans three years and covers the companies’ current mutual wind power projects in addition to new wind power projects. The two companies have previously collaborated in multiple wind power projects including Saunamaa in Kurikka/Teuva, Suolakangas in Kauhajoki, and Kalistanneva and Matkussaari in Kurikka. These projects, investments amounting to almost half a billion EUR, are currently in operation or under construction.

The completed projects as well as projects under development play a major role in the shift towards greener energy in Finland along with achieving greater electricity self-sufficiency. Upon completion these projects would meet 6 per cent of Finnish annual electricity demand.

“Domestic and international interest toward wind power investments has risen in recent years and has really surged during the past few months”, remarks Lauri Lammivaara, Vice President of wind power development in Enersense.

Megatuuli in brief

Enersense acquired on 1 February 2022 Megatuuli Oy, a Finnish onshore wind power development company established in 2010, which operations focus on early-stage development work in wind power projects. Megatuuli currently has in its project pipeline 3,000 MW worth of wind power projects under development and in pre-feasibility phase. Seven wind power projects have been developed and built or are under construction by Megatuuli and its partners, consisting of 41 wind power plants. The total investment value of these projects is around EUR 250 million. Tyrinselkä, the first project that progressed to the construction phase, has been producing wind power since 2016 and was after its commissioning the wind power farm with the best capacity factor.

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense updates its long-term financial targets

Enersense International Plc  
Stock exchange release, 3 May 2022 at 9:30 a.m.

The Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has decided to update the company’s long-term financial targets. The new financial targets are more in line with the company’s business model following the implementation of its corporate transactions and reflect more accurately Enersense’s vision for the company’s long-term growth strategy.   

On 4 October 2021, Enersense acquired Enersense Offshore that focuses on offshore wind power products, and on 1 February 2022, Megatuuli, an onshore wind power development company. Furthermore, on 14 February 2022, Enersense made an investment in P2X Solutions, Finland’s first green hydrogen production company. Following the corporate transactions, Enersense expands its role in the value chain. In addition of being a provider of project design, project implementation, maintenance and management services, Enersense will become a key producer, owner and project developer of zero-emission energy. As a result, the company’s profitability will improve, the nature of its business will become steadier, and project risks will decrease. 

The updated long-term financial targets are: 

revenue of EUR 500 million and profitability of EUR 100 million (EBITDA) in 2027

proportion of low-emission and zero-emission projects of the company’s revenue 75–80% in 2027

The long-term revenue targets are based on the existing project development portfolio of the current construction business and onshore wind power, as well as on the growth of offshore wind power (a total of EUR 400 million). In addition, Enersense will make significant investments in the production of renewable energy (EUR 100 million), which will require considerable capital investments from the company. During the next few years, Enersense will actively seek various kinds of equity-based financing arrangements to enable energy production. Capital investments are expected to total around EUR 300 million. 

“Following the previously announced corporate transactions, we are updating our financial targets to better reflect the future Enersense. The financial targets reflect the nature of the company’s long-term business, which will change from the current project and construction business to also include energy production,” says Jussi Holopainen, CEO of Enersense. 
 
Enersense’s previous financial targets were to achieve a revenue of EUR 300 million organically and a 10% profitability (EBITDA) by 2025. The company also sought to increase the proportion of low-emission and zero-emission energy projects from 50% to 75% of its revenue by 2025. 

Capital Markets Day on 3 May  
 
You are welcome to hear more about the subject at the Capital Markets Day for shareholders, investors, analysts and bank and media representatives held on 3 May 2022 from 1 to 4 pm. The event can be followed live via webcast: https://enersense.videosync.fi/2022-cmd.  
 
Based on the current estimate, max. 40 people can attend the event in the centre of Helsinki, at Sanomatalo’s Studio Eliel. Seats for analysts, institutional investors and media representatives will be filled in the order of registration. Please send your registration for the event to: tommi.manninen@enersense.com. 

Enersense in brief:   

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors. 

Enersense looks into building its own solar power plant in Pori’s Mäntyluoto

Enersense International Plc
Press release 2 May 2022 at 12:20 p.m.

Enersense International Plc, a provider of zero-emission energy solutions, is planning on building a 20 MW solar power plant in Mäntyluoto in Pori. A study of the project is currently underway, and an investment decision will be made later. The size of the investment is 10-12 million euros.

The solar power plant would come on the same plot where Enersense Offshore Oy, specialised in offshore wind power, already operates.

“This is one of Finland’s largest solar power projects to date. Another great thing about the Mäntyluoto project is that in the future we would be able to produce emission-free energy ourselves to meet Enersense Offshore’s requirements,” says Jussi Holopainen, President and CEO.

Enersense Offshore Oy leases the shipyard area in Mäntyluoto, a total of 110 hectares including land and sea areas, from Suisto Kiinteistöt Oy, a company wholly owned by the municipality of Pori. The solar power plant is calculated to require a land area of around 28 hectares.

“Enersense sees good potential for growth in solar power and we have organized our own operations by setting up a solar power unit to be able to meet the growing demand in the best way possible. Solar power supports Enersense’s wide range of zero-emission energy services very well,” says Juha Silvola, EVP of Power business area.

Capital Markets Day on 3 May

You are welcome to hear more about the subject at the Capital Markets Day for shareholders, investors, analysts and bank and media representatives held on 3 May 2022 from 1 to 4 pm. The event can be followed live via webcast: https://enersense.videosync.fi/2022-cmd.

Based on the current estimate, max. 40 people can attend the event in the centre of Helsinki, at Sanomatalo’s Studio Eliel. Seats for analysts, institutional investors and media representatives will be filled in the order of registration. Please send your registration for the event to: tommi.manninen@enersense.com.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Correction to Enersense’s stock exchange release published on 29 April 2022

Enersense International Oyj
Stock exchange release 29 April 2022 at 6:50 p.m.

The title of the last column of the key indicators table in the stock exchange release published by Enersense on 29 April 2022 was incorrect. The title was 1–3/2021 but the correct title is 1–12/2021. The corrected table is below:

Key indicators

	1–3/2022	1–3/2021	1–12/2021
Revenue (EUR 1,000)	53,787	53,308	239,110
EBITDA (EUR 1,000)	5,410	1,682	16,639
EBITDA, %	10.1	3.2	7.0
Adjusted EBITDA (EUR 1,000)	5,479	2,565	19,231
Adjusted EBITDA, %	10.2	4.8	8.0
Operating profit (EUR 1,000)	3,227	-619	6,834
Operating profit, %	6.0	-1.2	2.9
Result for the period (EUR 1,000)	1,129	-1,331	3,973
Equity ratio, %	42.3	24.0	35.6
Gearing, %	22.1	16.2	3.6
Return on equity, %	2.5	7.0	8.3
Earnings per share, EUR	0.10	-0.12	0.35

The stock exchange release corrected below in full:
Enersense International Plc’s January-March 2022 Business Review: Result improved significantly –successful corporate transactions in green energy

This release is a summary of Enersense International Plc’s January-March 2022 Business Review. The
complete report is attached to this release as a pdf file. It is also available on the company’s website at www.enersense.com/investors.

January–March 2022

• Revenue EUR 53.8 million (53.3), 0.9% year-on-year

• EBITDA EUR 5.4 million (1.7), EBITDA margin 10.1% (3.2)

• Operating profit EUR 3.2 million (-0.6), profit margin 6.0% (-1.2)

• The order backlog stood at EUR 295,5 million (309,0) at the end of the first quarter of the year

• Adjusted EBITDA EUR 5.5 million (2.6), or 10.2% of revenue (4.8)

Guidance for the 2022 financial period

The company reiterates its financial guidance, according to which its revenue is expected to be EUR 245–265 million in 2022, and its adjusted EBITDA is expected to be EUR 15–20 million. Compared with the previous year, the result for 2022 will be burdened by investments in a new ERP system. Investments in offshore wind power, a growing sector, will also affect the result.

Key indicators

	1–3/2022	1–3/2021	1–12/2021
Revenue (EUR 1,000)	53,787	53,308	239,110
EBITDA (EUR 1,000)	5,410	1,682	16,639
EBITDA, %	10.1	3.2	7.0
Adjusted EBITDA (EUR 1,000)	5,479	2,565	19,231
Adjusted EBITDA, %	10.2	4.8	8.0
Operating profit (EUR 1,000)	3,227	-619	6,834
Operating profit, %	6.0	-1.2	2.9
Result for the period (EUR 1,000)	1,129	-1,331	3,973
Equity ratio, %	42.3	24.0	35.6
Gearing, %	22.1	16.2	3.6
Return on equity, %	2.5	7.0	8.3
Earnings per share, EUR	0.10	-0.12	0.35

President and CEO Jussi Holopainen

“In terms of performance, the first quarter of 2022 was the best first quarter in the history of Enersense. We achieved EUR 53.8 million (53.3) in revenue (+ 0,9%) and EUR 5.5 million (2.6) in adjusted EBITDA (+ 113,6%). Our operating profit improved significantly year-on-year and was EUR 3.2 (-0.6) million. Our profit margin increased to 6.0% (-1.2%).

The year 2022 has started in an environment that is exceptional in many ways. The coronavirus pandemic continues, and the Russian attack on Ukraine has shocked everyone. It has been particularly important to Enersense to support our Ukrainian colleagues and their families in the midst of the crisis.

The war has caused inflation to increase, very steeply in some countries, and there are challenges in the supply chains for materials. So far, however, we have been able to navigate this environment reasonably. We are continuously monitoring the situation and are seeking solutions to continue to manage the challenging global market situation.

As a provider of zero-emission energy solutions, Enersense has long played a key role in enabling the green transition. The Russian attack on Ukraine has accelerated the process to end dependence on Russian oil, gas and coal production. Energy self-sufficiency and the replacement of fossil fuels with renewable energy sources are progressing rapidly and will continue to do so in the near future. Enersense plays an important role in these projects. We are extensively involved in projects related to energy production, transmission, efficiency and storage, from design to construction and from maintenance to servicing. Good examples of these in the first quarter include the Fingrid power line contract that we won in Kuopio and S Group’s wind farm maintenance contract, which increases our share of wind power maintenance to more than 50% of all electricity networks in wind farms in Finland.

The corporate arrangements we completed early in the year were timely and successful, in addition to being significant additions to our capacity to respond to the acceleration of the green transition and energy self-sufficiency. We took a major step to reinforce our role in the value chain for wind power production by acquiring Megatuuli Oy, an onshore wind power development company, on 1 February 2022. Megatuuli supplements and supports Enersense’s strong service portfolio and enables us to develop, build and maintain wind farms. We also aim to serve as wind farm owners and produce zero-emission energy in the future. Megatuuli’s goal is to develop and build 1,000 MW of wind power by 2025, in cooperation with its partners. Megatuuli and its partners have wind power plant projects in progress or in the feasibility study phase, with a total capacity of around 3,000 MW.

Our investment in P2X Solutions Oy, a green hydrogen production company, is significant and strongly supports Enersense’s strategy. The investment was completed on 14 February 2022. Wind power and the production of green hydrogen are strongly interlinked, and we have strong expertise throughout the value chain. In addition to a holding of around 16%, the investment provides us with a primary partnership option in the construction of Finland’s first green hydrogen production plant in Harjavalta, as well as in maintenance and operation tasks after the completion of the plant. Hydrogen is a great opportunity for us and for Finland as a whole, and it’s a privilege to be involved in creating a hydrogen market in Finland.

In early 2022, Enersense’s highly competent team of around 2,000 professionals was further enhanced through corporate arrangements and recruitment. I welcome all our new colleagues to Enersense, on our journey towards the green transition and energy self-sufficiency. I would also like to take this opportunity to thank every member of the Enersense community for their strong input in these challenging global circumstances. As always, we can overcome these challenges through cooperation.”

Pori 29 April 2022
Enersense International Plc
Board of Directors

This is not an interim report in accordance with IAS 34. The company follows a half-year reporting cycle in accordance with the Securities Markets Act, and it publishes business reviews with key financial performance information for the first three and nine months of the year.

The financial information presented in the business review is unaudited.

Financial reporting in 2022

Enersense will publish the following reports in 2022:

Half-year report for January–June on 4 August 2022
Business review for January–September on 28 October 2022

Capital Markets Day on 3 May 2022

You are welcome to hear more about the subject at the Capital Markets Day for shareholders, investors, analysts and bank and media representatives held on 3 May 2022 from 1 to 4 pm. The event can be followed live via webcast: https://enersense.videosync.fi/2022-cmd.

Based on the current estimate, max. 40 people can attend the event in the centre of Helsinki, at Sanomatalo’s Studio Eliel. Seats for analysts, institutional investors and media representatives will be filled in the order of registration. Please send your registration for the event to: tommi.manninen@enersense.com.

Enersense in brief: 

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense and Nordec have signed an agreement for Kruunuvuori Bridge project

Enersense International Plc
Press release 28 April 2022 at 9:00 a.m.

Enersense Works Oy and Enersense Painting Oy, subsidiaries of Enersense International Plc, a provider of zero-emission energy solutions, have signed an agreement with Nordec Oy on surface treatment work and some of the welding work for the steel structures of the Kruunuvuori Bridge project’s construction site located in Helsinki. Nordec Oy is the steel structure contractor for the Kruunuvuori Bridge.

Once completed, Kruunuvuori Bridge will be the longest, tallest and most long-term bridge in Finland. It is built over Kruunuvuorenselkä between Korkeasaari and Kruunuvuorenranta. The central pylon, a supporting pillar, of the bridge is an integral part of the Kruunuvuori Bridge’s structure, and the most visible element rising to a height of 135 metres. The bridge will advance public transport and improve opportunities for pedestrian traffic and cycling between Palosaari and Kruunuvuorenranta.

The welding and surface treatment work of the project will begin in early summer. The construction work for the bridge has started already and according to schedule the bridge will be completed in 2025. The bridge has been set with exceptionally long service life requirement of 200 years.

“We are pleased that our cooperation with Nordec Oy is strengthened, and the customer has confidence in the competence of our committed personnel. Our role in the Kruunuvuori bridge project will be a significant entity for Enersense’s Smart Works business. The signed agreement supports our strategy of implementing comprehensive work entities and zero-emission solutions”, says Mikko Lampinen, Chief Operating Officer of Enersense’s Smart Works business.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Decisions of the organizing meeting of the Board of Directors of Enersense International Plc

Enersense International Plc
Stock exchange release 4 April 2022 at 4:05 p.m.

The Board of Directors of Enersense International Plc elected in its organizing meeting held today 4 April 2022 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 Päivi Jokinen and Petri Suokas as members of the Audit Committee.

Herkko Plit was elected as the Chairperson of the Remuneration Committee and Jaakko Eskola 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, with the exception of Herkko Plit. In addition, all members except for Jaakko Eskola and Petri Suokas are independent of the company’s major shareholders. Herkko Plit is not considered to be independent of the company as he is part of the executive management at P2X Solutions Oy, with which the company has a significant cooperation relationship through an investment and partnership arrangement executed on 14 February 2022. Jaakko Eskola is not considered to be independent from major shareholders because of his role as Senior Industrial Advisor to Nidoco AB and Petri Suokas is not considered to be independent from the major shareholders due to his role as member of the Board in MBÅ Invest Oy.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Resolutions of Enersense International Plc’s Annual General Meeting

Enersense International Plc
Stock Exchange Release 4.4.2022 at 2:45 p.m.

The Annual General Meeting of Enersense International Plc (the “Company”) was held on 4 April 2022 starting at 14.00 at the headquarters of the Company at the address Konepajanranta 2, 28100 Pori Finland. The Company’s shareholders and their proxy representatives had the opportunity to participate in the General Meeting and exercise shareholder rights only by voting in advance and by asking questions and presenting possible counterproposals in advance. It was not possible to attend the meeting at the meeting venue. The Annual General Meeting was held in accordance with the exceptional meeting procedures based on the temporary act (375/2021) to prevent the spread of the COVID-19 pandemic.

ADOPTION OF THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENTS

The Annual General Meeting resolved to adopt the financial statements for the financial period between 1 January 2021 and 31 December 2021, which included the consolidated financial statements. The Annual General Meeting resolved to discharge the members of the Board of Directors and the CEO from liability for the financial period between 1 January 2021 and 31 December 2021.

USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND

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

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

REMUNERATION REPORT FOR THE GOVERNING BODIES

The Annual General Meeting approved the remuneration report for the Company’s governing bodies 2021. The resolution is advisory in accordance with the Finnish Companies Act.

REMUNERATION POLICY FOR THE GOVERNING BODIES

The Annual General Meeting approved the remuneration policy for the Company’s governing bodies. The resolution is advisory in accordance with the Finnish Companies Act.

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:

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

In addition, the Annual General Meeting resolved that the following meeting fees shall be paid for each meeting of the Board of Directors and Board Committees:

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

Furthermore, traveling expenses are compensated in accordance with the Company’s policy on compensation of travel expenses in force at the time.

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, Herkko Plit, Sari Helander, Päivi Jokinen and Petri Suokas as ordinary members of the Board of Directors. The term of office of the members of the Board of Directors shall end at the end of the next Annual General Meeting following the election.

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.

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

Within the limits of the authorisation, the Board of Directors is authorised to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The Board of Directors is authorised to decide to record the subscription price either as an increase of the share capital, or wholly or partly to the reserve for invested unrestricted equity.

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

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

The authorisation revokes prior unused authorisations on the issuance of shares and on the issuance of option rights and other special rights entitling to shares. The authorisation is valid until the end of the next Annual General Meeting, but no later than 30 June 2023.

AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND/OR ON 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 799,800 shares may be repurchased and/or accepted as pledge, which corresponds to approximately five percent of all the shares in the Company at the time of the of the Annual General Meeting. The shares will be purchased in trading organised at Nasdaq Helsinki Ltd’s regulated market at a price formed in public trading on the date of repurchase. Own shares may be repurchased and/or accepted as pledge in deviation of shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase and/or acceptance as pledge of shares reduces the Company’s free equity. The Board of Directors decides how the shares are to be repurchased and/or accepted as pledge.

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

MINUTES OF THE ANNUAL GENERAL MEETING

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

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense has been chosen as the main contractor of the Mörknässkogen wind farm

Enersense International Plc
Press release 4 April 2022 at 11:15 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has signed an agreement with Low Carbon, a UK renewable energy company, for construction of a wind farm in Mörknässkogen, Vöyri. This is Low Carbon’s first wind power investment in Finland.

The wind farm in Mörknässkogen consists of five power plants and the construction begins in summer 2022. The project will be completed by the autumn of 2023 according to plans. Enersense will provide construction of the wind farm’s roads and platforms, foundations, internal network as well as a substation as a turnkey delivery. Contract value is approximately 7 million euros.

John Isherwood, Managing Director, Low Carbon:
“We are delighted to achieve financial close on the Mörknässkogen wind project, underlining Low Carbon’s ability to effectively direct capital into renewable energy infrastructure at scale. We chose to work with Enersense as they were able to demonstrate substantial experience and a strong understanding of constructing wind farms and we are looking forward to working together to deliver our first asset in Finland.”

Juha Silvola, EVP, Power in Enersense International Plc:
”Mörknässogen is an important project to us in the growing Finnish wind power market. We are proud of that Low Carbon decided to select us as the main contractor for their first wind power investment in Finland.”

About Low Carbon

Low Carbon is a leading renewable energy investment and asset management platform committed to the development and operation of renewable energy at scale. Low Carbon invests into both renewable energy developers and projects across a range of renewable energy technologies including solar PV, wind, energy storage, waste-to-energy and energy efficiency. Low Carbon, a certified B Corp, has a proven track record in the development, construction, financing and management of renewable energy assets and remains involved in the projects for the long term with a dedicated asset management team that manages assets on balance sheet and for third parties. With a significant international renewable energy pipeline in development, Low Carbon are well-positioned to capitalise on opportunities as the need for renewable energy and energy security increases. www.lowcarbon.com

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Sami Takila appointed as Enersense’s Senior Vice President, Legal

Enersense International Plc
Stock exchange release 28 March 2022 at 1:00 p.m.

Sami Takila, 47, has been appointed as Enersense International Plc’s new Senior Vice President, Legal, and a member of the Group Executive Team starting from 1 July 2022.

Takila has previously served as Vice President Legal and Sourcing in Basware Plc since 2010. He also has extensive international experience in various legal positions in Nokia Plc and in the law firm Hannes Snellman Oy in Finland. Takila has a Master of Laws degree from the University of Turku as well as an MBA from Henley Business School.

“I am happy to have Sami Takila joining our Group Executive Team and I welcome him into Enersense. Sami has a strong legal background from stock listed companies. His experience in contracts, compliance affairs as well as in mergers and acquisitions in an international context strengthens our team and supports our journey towards the green transition and energy self-sufficiency,” says President and CEO Jussi Holopainen.

“Enersense plays an important role in the energy transition, and it is very interesting to get to work in a new industry. I look forward to contributing to Enersense’s growth journey together with my team and colleagues,” Sami Takila says.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock exchange release, 23 March 2022 at 12:45 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Virala Oy Ab. According to the notification, the shareholding of Nidoco Ab, part of Virala Oy Ab’s group, in Enersense International Plc has exceeded 23.88% of all shares and voting rights in Enersense International Plc on 22 March 2022. According to the notification, the company holds a total of 3,820,000 shares in Enersense International Plc, which corresponds to 23.88% of all shares and voting rights in Enersense International Plc.

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	23.88	–	23.88	15,996,060
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		3,820,000		23.88
A TOTAL	3,820,000		23.88

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
Virala Oy Ab
Atine Group Oy
Nidoco Ab	23.88		3,820,000

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense wins S Group’s wind farms’ maintenance agreement – Enersense maintains already half of Finland’s wind power capacity

Enersense International Plc
Press release, 17 March 2022 at 10:45 a.m.

Enersense International Plc, a creator of zero-emission energy solutions, has entered into an agreement with Gigawatti Oy, a company responsible for wind power production for S Group, regarding maintenance and fault repair services for wind farms.

The agreement concerns maintenance and fault repair services for the years 2022-2027 for wind farms in Hoikkasuo, Jäneskeidas, Sarvisuo and Sarvankangas. The agreement includes farms’ power lines, substations as well as electrical and telecommunications networks.

Gigawatti Oy’s Sarvisuo wind farm is the most high-powered wind farm in production in Finland. Sarvisuo park has 27 5.6 MW windmills with their combined power exceeding 150 MW. Per year it generates 0.5 TWh, accounting for about half of the electricity needs of the entire S Group. S Group is the third largest wind power producer in Finland and currently Gigawatti Oy has a total of 271 MW of wind power. The S Group uses all the electricity it generates in its own 1800 locations.

In total, Finland’s cumulative wind power capacity at the beginning of 2022 was 3,257 MW.

“Enersense maintains over 1,600 MW, or half of Finland’s wind power. The wind farms under our maintenance are made up of 15 different customers, the largest in Finland in their industry. Enersense is responsible for reliable telecommunications connections, monitoring, operation manager, fault repair and maintenance services at several sites,” says Topias Koskela, Sales Director, Transmission Networks at Enersense.

Enersense provides maintenance services for both onshore and offshore wind power parks. Enersense’s units in Oulu, Harjavalta, Hämeenlinna and Seinäjoki are specialised in the maintenance of wind power.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2021 was around EUR 239 million. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Sarvisuo wind farm

Enersense International Plc – Managers’ transactions – Hanna Reijonen

Enersense International Plc
Stock Exchange Release, 4 March 2022 at 2:30 p.m.

Person subject to the notification requirement

Name: Reijonen, Hanna

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20220304132034_3

____________________________________________

Transaction date: 2022-03–03

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: ACQUISITION

Transaction details

(1): Volume: 755 Unit price: 6.57 EUR

Aggregated transactions

(1): Volume: 755 Volume weighted average price: 6.57 EUR

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Notice convening Enersense International Plc’s Annual General Meeting

Enersense International Plc
Stock exchange release 28 February 2022 at 3:00 p.m.

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

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

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

Matters on the agenda of the General Meeting

At the meeting, the following matters will be considered:

Opening of the meeting

Calling the meeting to order

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

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

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

Recording the legality of the meeting

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

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

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

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

Adoption of the financial statements

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

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

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

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

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

Consideration of the remuneration report for governing bodies

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

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

Consideration of the remuneration policy for governing bodies

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

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

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

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

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

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

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

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

Resolution on the number of members of the Board of Directors

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

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

Election of the members of the Board of Directors

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

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

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

All candidates have given their consent to the tasks.

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

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 Authorised Public Accountant Heli Tuuri would be the principally responsible auditor.

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

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

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

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

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

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

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

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

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

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

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

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

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

Closing of the meeting

Documents of the General Meeting

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

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

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

Instructions for the participants in the General Meeting

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

Shareholders recorded in the shareholders’ register

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

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

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

Notification of participation and voting in advance

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

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

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

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

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

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

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

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

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

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

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

Proxy representative and powers of attorney

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

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

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

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

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

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

Holders of nominee registered shares

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

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

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

Other instructions/information

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

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

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

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

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

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on the Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.