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 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 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 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 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 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 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.
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 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 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 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’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 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 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.
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 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.
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.
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 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 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 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 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
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 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 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. 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
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: A total maximum of 1,599,600 new and/or treasury shares of the Company may be issued under the authorisation (including shares issued on the basis of special rights), which corresponds to approximately 10 percent of all the shares in the Company at the time of the convocation of the Annual General Meeting. Within the limits of the authorisation, the Board of Directors is authorised to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The Board of Directors is authorised to decide to record the subscription price either as an increase of the share capital, or wholly or partly to the reserve for invested unrestricted equity. The issuances of shares and the issuance of special rights entitling to shares may also take place in deviation of the shareholders’ pre-emptive subscription right, if there is a weighty financial reason for the Company in accordance with the Finnish Companies Act (directed share issue). The authorisation may then be used to finance acquisitions or other investments in the Company’s business, to maintain and increase the group’s financial solvency, to implement an incentive scheme as well as to expand the ownership base and develop the capital structure. The maximum number of shares to be issued for the implementation of the Company’s incentive schemes is 239,940 new and/or treasury shares, which corresponds to approximately one and a half percent of all the shares in the Company. For the sake of clarity, the number of shares to be issued for the implementation of the incentive schemes is included in the total number of shares under the aforementioned share issue authorisation. The authorisation revokes prior unused authorisations on the issuance of shares and on the issuance of option rights and other special rights entitling to shares. The authorisation is valid until the end of the next Annual General Meeting, but no later than 30 June 2023. 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
The Board of Directors of Enersense International Plc decided on the Group key employee incentive plans Enersense International Plc Stock exchange release 28 February 2022 at 1:15 p.m. The Board of Directors of Enersense International Plc has approved two new share-based incentive plans directed to the Group key employees. The aim is to align the objectives of the shareholders and key employees for increasing the value of the company in the long-term, to retain the key employees at the company and to offer them competitive incentive plans that are based on earning and accumulating the company’s shares. The rewards will be paid partly in Enersense International Plc shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and tax-related expenses arising from the rewards to the participants. In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment. Performance Share Plan 2022–2025 The Performance Share Plan 2022–2025 consists of one performance period, covering the financial years 2022–2023. In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The potential rewards based on the plan will be paid in two equal instalments after the end of the performance period, in 2024 and 2025. The rewards of the plan are based on the absolute total shareholder return of the company’s share (TSR) for the financial years 2022—2023, on the Group’s cumulative adjusted EBITDA in euro for the financial years 2022—2023 and on the share of renewable and zero emission energy of revenue. The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 211 000 Enersense International Plc shares, also including the proportion to be paid in cash. Approximately 40 persons, including the President and CEO and other members of the Group Executive Team, belong to the target group of the plan. The President and CEO of Enersense International Plc and the member of the Group Executive Team must own at least 50 per cent of the shares received as a net reward from the plan, until the value of the President and CEO’s shareholding in Enersense International Plc equals to his annual base salary of the preceding year, and until the value of other Group Executive Team member’s shareholding in Enersense International Plc equals to 50 per cent of their annual base salary of the preceding year. Such number of Enersense International Plc shares must be held as long as the membership in the Group Executive Team continues. Restricted Share Plan 2022–2024 The reward from the Restricted Share Plan 2022—2024 is based on a valid employment or director contract and on the continuity of the employment or service during a vesting period. The reward will be paid after the end of a 24–36-month vesting period. The plan is intended for selected key employees only. The rewards to be allocated based on the Restricted Share Plan during the years 2022–2024 correspond to the value of a maximum total of 10 000 Enersense International Plc shares, also including the proportion to be paid in cash.
Enersense will publish its financial statements bulletin for the year 2021 on Monday 28 February – live webcast of the results at 2 p.m. Enersense International Plc Press release 23 February 2022 at 11:00 a.m. Enersense International Plc, a creator of zero-emission energy solutions, will publish its financial statements bulletin for the year 2021 on Monday 28 February 2022 at approximately 12 p.m. After the publication the financial statements bulletin will be available at the company’s web page at www.enersense.com. President and CEO Jussi Holopainen and CFO Mikko Jaskari will go through last year’s results and the value chain expansion brough about by Enersense’s corporate transactions at a live webcast starting at 2 p.m. The event will be held in Finnish, and it can be followed from the following link: https://enersense.videosync.fi/2021-q4-results. A recording of the event will be available on Enersense’s web page later.
Invitation to Enersense’s Capital Markets Day on 3 May 2022 Enersense International Plc Press Release 17 February 2022 at 3:30 p.m. Enersense International Plc, a provider of zero-emission energy solutions, will host a Capital Markets Day for shareholders, investors, analysts and bank and media representatives on 3 May 2022 from 1 to 4 p.m. The event can be followed live via webcast: https://enersense.videosync.fi/2022-cmd. CEO Jussi Holopainen, Chief Financial Officer Mikko Jaskari and business area EVPs Juha Silvola, Jaakko Leivo and Margus Veensalu will talk about current issues relating to the company’s strategy, corporate transactions, business, and economic development. The speaker list may yet be replenished. The event will be held in Finnish, and it is possible to take part in the discussion via a chat through the webcast link. After the webcast, a recording of the event will be shared on Enersense’s web page. 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 are filled in order of registration. Please send your registration for the event to: tommi.manninen@enersense.com.
Enersense’s investment in P2X has been completed Enersense International Plc Stock exchange release, 14 February 2022 at 9:05 p.m. On 8 December 2021, Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced that it had signed an agreement on an equity investment of EUR 13–18 million in P2X Solutions Oy (“P2X”), a green hydrogen production company. On 31 January 2022, Enersense announced that the amount of the investment had been confirmed at EUR 13 million, representing a holding of around 16.3% in P2X after any potential options. The preconditions for the investment arrangement have been fulfilled, and Enersense’s investment in P2X has been completed today through a directed share issue executed by P2X. The investment will be paid in cash in three instalments by October 2022 and will be financed by means of Enersense’s cash assets. Jussi Holopainen, President and CEO, Enersense International Plc: “The investment in P2X strongly supports Enersense’s strategy. Wind power and the production of green hydrogen are strongly interlinked, and Enersense has strong expertise throughout the value chain. Hydrogen can be used to replace fossil fuels, as well as enabling the longer-term storage of clean energy, such as cyclic wind power. Hydrogen is a great opportunity for us and for Finland as a whole, and the creation of a green hydrogen market is a concrete climate effort.” In connection with the investment, Enersense and P2X have agreed on a partnership arrangement in which, subject to the fulfilment of certain conditions under the investment agreement relating to pricing and quality levels, Enersense will have the status of the primary partner in the work to be carried out during the construction phase of Finland’s first green hydrogen production plant, which P2X will build in Harjavalta, as well as in its maintenance and operation after the plant has been completed. The value of the cooperation is estimated at around EUR 7–8 million, which will mainly be spread over 2022–2024, and will continue in terms of maintenance and operation. If the preconditions mentioned above are met, the primary partnership will also concern any other future projects of P2X, for which an agreement on partnership has been signed for three years. The parties will negotiate the terms and implementation of the cooperation in more detail during the spring of 2022. The investment and partnership arrangement, its terms and conditions and the related party nature of the arrangement, are described in more detail in the stock exchange release issued by Enersense on 8 December 2021.
Wind power projects developed by Enersense’s subsidiary Megatuuli Oy and its partner are progressing – Megatuuli has agreed on a fee under a development cooperation agreement Enersense International Plc Insider information, 3 February 2022 at 1:50 p.m. Wind power projects developed by Megatuuli Oy (“Megatuuli”), a subsidiary of Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, and its key project development partner, have been decided to be constructed subject to fulfilment of certain preconditions. The decisions, if implemented, entitle Megatuuli to a fee which is payable in instalments over the years 2022–2025, based on a development agreement between Megatuuli and the development partner. In the year 2022, this would have an impact of EUR 5-6 million on Enersense’s EBIT. In addition, Enersense estimates, as an update to the previously announced estimation, that the aggregate revenues from the aforesaid projects, if implemented, and certain other projects, which are the subject of the series of non-voting Megatuuli shares will have a EUR 30–40 million impact on Enersense’ EBIT by 2025. The profits of the projects will be distributed between Enersense and the holders of Megatuuli’s non-voting shares. The implementation of the construction phase is conditional on the fulfilment of certain customary preconditions agreed by Megatuuli’s development partner. These preconditions are expected to be fulfilled in February 2022. Megatuuli was responsible for the initial project development phases of the projects, including among other things preparing feasibility studies, securing land leases as well as zoning, environmental impact assessment and building permit processes to “ready to build” phase. In other respects, the development phase has been carried out by Megatuuli’s development partner. Vice President, Wind Power Development, Lauri Lammivaara, Enersense International Plc: “The development of a wind farm is a long-term process. Megatuuli has been working well with the local residents, landowners and partners for several years now. The positive impacts of wind power to the society are significant and thus it is great to be part of the creation of a zero-emission society. Special thanks goes also to the competent and energetic wind power team of Megatuuli who has enabled this.” CEO, Jussi Holopainen, Enersense International Oyj: “The wind farm projects are a good example of the responsible, high-quality and long-term development of wind power projects by Megatuuli and its partners. After the acquisition of Megatuuli, Enersense now has new, experienced and visionary experts to develop our services and our understanding and expertise across the entire wind energy value chain. Onshore wind power production in Finland will increase many times over in the coming years, and I look forward to seeing new wind power projects making progress.” The payment of the fee is conditional on the completion of certain phases in the construction and electrification of the projects and realisation and timing of the payments may therefore be beyond the control of Megatuuli and Enersense. In addition, Megatuuli has agreed on customary provisions relating to the liability on its work and to pay significant contractual penalties in the event that certain implementation phases of the projects will be delayed due to reasons attributable to its scope of work. On 20 December 2021, Enersense announced that it had signed an agreement to acquire Megatuuli Oy, a development company for onshore wind power projects. Enersense announced the closing of the transaction on 1 February 2022. At the same time, Enersense announced that the acquisition is expected to improve Enersense’s financial position in 2022 and the company’s performance over the long term. The revenues from certain future projects which are the subject of the series of non-voting Megatuuli shares were then estimated to have a EUR 20–40 million impact on Enersense’ EBIT by 2025. In terms of distributable net profit, Enersense’s share of the said amount, including the amount realised from the aforesaid projects potentially progressing to the construction phase, is expected to be around one third and the share of the non-voting shares held by the sellers around two thirds. The first projects were expected to generate revenues during 2022. For Megatuuli’s other projects, which are expected to provide revenues from 2024 onwards, Enersense’s share of net profit is 100 per cent for the financial year.
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release, 2 February 2022 at 1:30 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Verman Group Oy. According to the notification, the shareholding of Verman Group Oy in Enersense International Plc has fallen to 8.40% of all shares in Enersense International Plc on 1 February 2022. According to the notification, the company holds a total of 1,343,461 shares in Enersense International Plc, which corresponds to 8.40% 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 8.40 – 8.40 15,996,060 Position announced in the previous flagging notification (if applicable) 10.02 – 10.02 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 1,343,461 Click here to enter text. 8.40 A TOTAL 1,343,461 8.40 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 International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release, 2 February 2022 at 1:00 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Tomi Hyttinen. According to the notification, the shareholding of Tomi Hyttinen and Taloustieto Incrementum Oy, a company controlled by him, in Enersense International Plc has fallen to 4.77% of all shares in Enersense International Plc on 1 February 2022. According to the notification, Tomi Hyttinen and Taloustieto Incrementum Oy hold a total of 762,305 shares in Enersense International Plc, which corresponds to 4.77% 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 4,77 – 4,77 15,996,060 Position announced in the previous flagging notification (if applicable) 5,64 – 5,64 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 7,000 755,305 0.05 4.72 A TOTAL 762,305 4.77 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 Tomi Hyttinen 0.05 7,000 Taloustieto Incrementum Oy 4.72 – 755,305 According to the flagging notification, Tomi Hyttinen owns 100% of Taloustieto Incrementum Oy.
P2X has passed an investment decision on the construction of Finland’s first green hydrogen production plant – Enersense’s investment in P2X is expected to be completed in February Enersense International Plc Press release 2.2.2022 at 12:45 p.m. Enersense International Plc, a creator of zero-emission energy solutions, announced on 8 December 2021 and 31 January 2022 its plans to invest an amount of EUR 13 million in P2X Solutions Oy, a green hydrogen production company. Subject to the completion of the arrangement, which is expected to take place in February 2022, Enersense and P2X agree on a significant partnership in relation to both construction of the hydrogen production plant and later also in relation to the plant’s maintenance, subject to the fulfilment of certain conditions. In relation to the investment, P2X announced on 2 February 2022 that it has passed an investment decision of EUR 70 million in respect of the construction of the Finland’s first green hydrogen production plant in Harjavalta. The capacity of the green hydrogen production plant to be located in the Harjavalta Industrial Park is 20 MW and the construction works will begin in the autumn 2022. It is expected that the construction works of the plant are completed during the first half of the year 2024. Jussi Holopainen, CEO, Enersense International Plc: ”The investment decision relating to Finland’s first green hydrogen production plant is a significant issue. Hydrogen has a key role in the development of zero-emission energy solutions and energy storage. The hydrogen market is growing fast and it is great that there are Finnish operators in leading roles in the development.” The goal of P2X is to implement further green hydrogen production plants with the same concept, and preparations for the following plants have already started. P2X produces green hydrogen completely emission-free by electrolysis of water using renewable energy sources. The company further processes some of the green hydrogen into renewable synthetic fuels, such as synthetic methane. The heat and oxygen generated as by-products of the process can be utilized in industrial processes.
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release, 2 February 2022 at 12:30 p.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Janne Vertanen. According to the notification, the shareholding of Janne Virtanen and companies controlled by him, in Enersense International Plc has fallen to 8.57% of all shares in Enersense International Plc on 1 February 2022. According to the notification, Janne Vertanen and companies in his control hold a total of 1,370,887 shares in Enersense International Plc, which corresponds to 8.57% 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 8.57 – 8.57 15,996,060 Position announced in the previous flagging notification (if applicable) 10.035 – 10.035 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 27,426 1,343,461 0.17 8.40 A TOTAL 1,370,887 8.57 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 Verman Group Oy 8.40 – 1,343,461 Vertanen Janne 0.17 – 27,426
Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release, 2 February 2022 at 11:15 a.m. Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from MBÅ Invest Oy. According to the notification, the shareholding of MBÅ Invest Oy in Enersense International Plc has fallen to 14.09 % of all shares in Enersense International Plc on 1 February 2022. According to the notification, the company holds a total of 2,253,072 shares in Enersense International Plc, which corresponds to 14.09 % 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 14.09 – 14.09 15,996,060 Position announced in the previous flagging notification (if applicable) 16.82 – 16.82 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 2,253,072 Click here to enter text. 14.09 A TOTAL 2,253,072 14.09 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 International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act Enersense International Plc Stock exchange release, 2 February 2022 at 9:50 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 8.64% of all shares in Enersense International Plc on 1 February 2022. According to the notification, the company holds a total of 1,382,449 shares in Enersense International Plc, which corresponds to 8.64% 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 8.64 – 8.64 15,996,060 Position announced in the previous flagging notification (if applicable) 14.82 – 14.82 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 Click here to enter text. 1,382,449 8.64 A TOTAL 1,382,449 8.64 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 8.64 – 8.64 According to the flagging notification, Kyösti Kakkonen owns 55.3% of Kakkonen-Yhtiöt Oy, which owns 100% of Joensuun Kauppa ja Kone Oy.
Enersense has completed the Megatuuli transaction and the new Enersense shares have been registered with the Trade Register Enersense International Plc Stock Exchange Release 1 February 2022 at 6:50 p.m. Enersense International Plc (“Enersense”) announced on 31 January 2022 that the Board of Directors of Enersense decided on a directed share issue in relation to the acquisition of Megatuuli Oy (“Megatuuli”), an onshore wind farm developer (the “Share Transaction”) and the time schedule and impacts of the Share Transaction. The Share Transaction has been completed today 1 February 2022. A total of 2 598 331 new Enersense shares were today issued as consideration to the sellers and subscribed at the completion of the Share Transaction against the transfer of Megatuuli’s voting shares. The new Enersense shares have been registered with the Trade Register today 1 February 2022. As announced earlier, the shares are subject to a lock-up restriction and security arrangement concerning 50% of the shares issued as consideration to Megatuuli’s sellers. The restrictions will be lifted 24 months after the completion of the Share Transaction. Following the registration of the new shares, the number of Enersense’s shares amounts to 15 996 060. All shares have equal voting rights. The new shares are expected to be admitted to trading at the Nasdaq Helsinki on 3 February 2022. Jussi Holopainen, CEO, Enersense International Plc: “The acquisition of Megatuuli is of great value to Enersense as it extends our understanding and capabilities in the wind power value chain. Over the coming years, the wind power market will experience strong growth and, in terms of the entire market, it is important to have broad-based understanding under the same roof of the different phases of the project from design to implementation.” The Share Transaction and its implications on Enersense have been described in the stock exchange release issued by Enersense on 31 January 2022.
The amount of Enersense’s investment in P2X has been specified Enersense International Plc Stock Exchange Release 31 January 2022 at 3:15 p.m. Enersense International Plc (”Enersense”), a provider of zero-emission energy solutions, announced on 8 December 2021 that it had signed an agreement on a EUR 13–18 million equity investment in green hydrogen producer P2X Solutions Oy (”P2X”) and related partnership arrangement. As announced, Enersense will, subject to the completion of the investment, subscribe for new shares in P2X so that its holding in P2X will be around 16.3–22.5%. In addition, Enersense announced on 3 January 2022 that the timetable of the arrangement has been specified insofar as the conditions precedents of the arrangement are estimated to be fulfilled by the end of January 2022 with the completion of the arrangement to take place in February 2022. As the arrangement has progressed, the amount of Enersense’s investment has been confirmed and is, subject to the completion of the arrangement, EUR 13 million. Based on the investment and after potential options, Enersense’s ownership in P2X would be around 16,3 per cent. The remaining conditions precedent for the arrangement are expected to be fulfilled and the arrangement is expected to be completed during February 2022. Jussi Holopainen, CEO of Enersense International Plc: “Hydrogen is playing a significant role in creating a climate-neutral energy system by 2050. Hydrogen can not only replace fossil fuels, but it also allows longer term storage of clean energy. Subject to the completion of the investment, Enersense will obtain an excellent position in the promotion of the hydrogen economy which will enhance our role in the value chain of zero-emission energy solutions.” The key terms and conditions of the arrangement are described in Enersense’s stock exchange release of 8 December 2021.
Enersense has won Fingrid’s tendering regarding the power line arrangements in Savilahti, Kuopio Enersense International Oyj Press release, 21 January 2022 at 2:50 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 power line contract. The project concerns power line arrangements in Savilahti, Kuopio, which includes the construction of a new landscape tower representing innovative design. This modification project is part of a major development project in Kuopio’s Savilahti area. Enersense’s contract includes the dismantling of the existing power lines of Fingrid and Kuopion Sähköverkko Oy and the construction of the new power lines. The project also includes the implementation of a landscape tower called ‘Viäntö’, which is specifically designed for the area. The project will start immediately and will be completed by November 2022 at the latest. “For Fingrid, the power line arrangement project is important because it will make Savilahti’s land use more efficient and ensure the high reliability of the national grid in Kuopio,” says Project Manager Tommi Olsson from Fingrid Plc. “Savilahti is the largest regional development project in Eastern Finland. The goal is a well-known and sought-after residential, study and working area, where all the elements of a good life are present,” says Jukka Eskelinen, Design Engineer of the Savilahti Project in Kuopio.
Change in the Group Executive Team of Enersense International Plc Enersense International Plc Stock Exchange Release, 19 January 2022 at 4:00 p.m. Johanna Nurkkala, Senior Vice President, Legal, and a member of the Group Executive Team at Enersense International Plc has resigned from her position in order to pursue new challenges outside Enersense. Nurkkala will continue in her position until April 2022. “I warmly thank Johanna for her contribution to the company. We wish her all the best in her future endeavours”, says the CEO of Enersense Jussi Holopainen. The company will start recruiting a new Senior Vice President, Legal without a delay.
Proposals of the Shareholders’ Nomination Board of Enersense to the Annual General Meeting 2022 Enersense International Plc Stock Exchange Release 17 January 2022 at 4.30 p.m. The Shareholders’ Nomination Board of Enersense International Plc has issued to the Board of Directors its proposal to the Annual General Meeting 2022: Proposal on the number of the members to the Board of Directors and composition of the Board of Directors The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors is composed of six (6) members. The Shareholders’ Nomination Board proposes that the following persons are re-elected as members of the Board of Directors for a term of office ending at the Annual General Meeting 2023: Jaakko Eskola, Sirpa-Helena Sormunen, Herkko Plit, Sari Helander, Päivi Jokinen and Petri Suokas. The Board of Directors will elect the chairperson and the deputy chairperson among themselves. The Nomination Board recommends to inaugural meeting of the Board of Directors that Jaakko Eskola is re-elected as the chairperson and Sirpa-Helena Sormunen is re-elected as the deputy chairperson. All candidates have given their consent for the positions and all candidates are, based on the evaluation of the Nomination Board at the time of issuing the proposals, independent of the company. The independence of Herkko Plit shall be re-evaluated subject to the completion of the investment and co-operation arrangement with P2X Solutions Oy announced by Enersense on 8 December 2021. Sirpa-Helena Sormunen, Herkko Plit, Sari Helander and Päivi Jokinen are also independent of major shareholders. The biographical details of the members proposed to be re-elected can be found on the company’s website at: www.enersense.com/investors/governance/board-of-directors Proposal on the remuneration of the members of the Board of Directors The Shareholders’ Nomination Board proposes to the Annual General Meeting 2022 that remuneration would be paid to the members of the Board of Directors as follows: annual fee of the chairperson EUR 40,000 annual fee of the deputy chairperson EUR 30,000 annual fee of a member EUR 25,000 In addition, a meeting fee would be paid for each meeting of the Board of Directors and its committees: EUR 1,000 for the chairperson of the Board of Directors and committees and EUR 500 for other members. Travelling costs are proposed to be compensated according to company policy valid from time to time. The chairperson of the Shareholders’ Nomination Board that prepared the proposals to the Annual General Meeting 2022 is Alexander Ehrnrooth, Nidoco AB and Risto Takkala, MBÅ Invest Oy and Kyösti Kakkonen, Joensuun Kauppa ja Kone Oy act as members to the Nomination Board. The chairperson of the Board of Directors, Jaakko Eskola, acts as an expert in the Nomination Board. The proposals of the Nomination Board shall be included in the invitation to the general meeting.
Resolutions of the Extraordinary General Meeting of Enersense International Plc Enersense International Plc Stock Exchange Release 11 January 2022 at 11:00 a.m. The Extraordinary General Meeting of Enersense International Plc (the ”Company”) was held on 11 January 2022 at 10:00 a.m. EET in the premises of Hannes Snellman Attorneys Ltd at Eteläesplanadi 20, 00130 Helsinki, Finland. The Company’s shareholders and their proxy representatives were able to participate in the General Meeting and exercise their rights only by voting in advance and by making counterproposals and submitting questions in advance. It was not possible to participate in the meeting at the meeting venue. The General Meeting was held in accordance with an exceptional meeting procedure, pursuant to the temporary Act (375/2021) adopted by the Finnish Parliament to limit the spread of the COVID-19-pandemic. In order to complete the acquisition described in the Company’s stock exchange release published on 20 December 2021 (the “Acquisition”), the General Meeting resolved in accordance with the proposal of the Board of Directors to (a) amend section 3 of the Articles of Association of the Company, (b) authorize the Board of Directors to decide on the issuance of shares for the purpose of the execution of a directed share issue (the “Directed Share Issue”) and, conditional upon the completion of the Acquisition, (c) authorize the Board of Directors of the Company to accept the Company’s own shares as pledge and to dispose of the pledged own shares. RESOLUTIONS REGARDING THE ACQUISITION OF SHARES IN MEGAWIND LTD a) Amendment of Section 3 of the Articles of Association Section 3 of the Articles of Association regarding the Company’s line of business was amended to read as follows: “3. The company produces, transfers, distributes and sells, either independently or through its subsidiaries and affiliates, energy, energy facilities and appliances, and services for the energy sector, industry, construction, installation, maintenance, software industry, data system industry and data communications sector, and engages in consulting, project planning, project developing, importing, and employee leasing and recruitment, particularly in the above sectors, in Finland and other countries. For its operations, the company may own and control properties, shares, participations and other securities, as well as other assets required in its sector.” b) Authorization of the Board of Directors to resolve on a directed share issue The General Meeting authorized the Board of Directors to resolve on a directed share issue deviating from the shareholder’s pre-emptive right. The shares issued by virtue of the authorization will be issued upon the fulfilment of the terms and conditions for the Acquisition to the existing shareholders of Megawind Ltd in proportion to their shares entitled to votes of Megawind Ltd sold as a part of the Acquisition. The maximum number of new shares to be issued in the Directed Share Issue is 2,675,000, which corresponds to approximately 19.9 per cent of the current number of shares in the Company, and which corresponds to approximately a maximum of 16.6 per cent of all shares in the Company upon completion of the Acquisition. The Board of Directors was authorized to resolve on all terms and conditions of the Directed Share Issue, within the limits of the abovementioned authorization, including the criteria for determining the subscription price and that the subscription price can be paid not only in cash but also fully or partially with other assets. The principles agreed upon in the Acquisition regarding the determination of the subscription price and for the number of new shares are described in the stock exchange release announced on 20 December 2021. The authorization is valid until the closing of the Annual General Meeting of the Company to be held in the spring of 2022 and it cannot be used to any other purpose than completing the Acquisition. This authorization does not revoke the authorization for the share issue granted to the Board of Directors in Annual General Meeting held on 19 March 2021. If the Acquisition is completed, the Company will apply for the listing of shares issued through the Directed Share Issue on the official list of Nasdaq Helsinki Ltd. c) Authorization of the Board of Directors to resolve on accepting the Company’s own shares as pledge and to dispose of the pledged own shares The General Meeting authorized the Board of Directors to resolve on the acceptance of the Company’s own shares as pledge and to dispose of the pledged own shares pursuant to the following terms and conditions: Based on the authorization, the Board of Directors may accept a maximum of 668,750 of the Company’s own shares as pledge, however, no more than 10 per cent of all shares in the Company. Own shares may be accepted as pledge other than in proportion of the holdings of shareholders (acceptance of directed pledge). The Board of Directors resolves on the terms and conditions under which the shares are accepted as pledge. In addition, by virtue of the authorization, the Board of Directors may resolve to dispose of a maximum of 668,750 of the Company’s own shares in connection with the possible enforcement of the pledging arrangement. The Board of Directors is authorized to resolve on to who and in what order the Company’s own shares are disposed. The Board of Directors may resolve to dispose the shares other than in the proportion of the shareholder’s right to purchase the Company’s own shares. Shares can be disposed of in the manner and to the extent resolved upon by the Board of Directors. The Board of Directors also has the right to resolve on selling the pledged own shares through public trading. The authorization includes the Board of Director’s right to resolve on any other terms and conditions for the disposing of the pledged own shares. The authorization is valid until 29 June 2023 and it cannot be used for any other purpose than accepting the shares issued through the Directed Share Issue as pledge and disposing of the own shares. For the sake of clarity, it is noted that the authorization does not revoke the authorization for acquiring and/or accepting shares as pledge granted to the Board of Directors in the Annual General Meeting held on 19 March 2021. MINUTES OF THE GENERAL MEETING The minutes of the General Meeting will be available on the Company’s website at www.enersense.com/investors at the latest from 25 January 2022. Pori, 11 January 2022 Enersense International Plc The Board of Directors
Enersense proceeds with the Megatuuli acquisition: preliminary agreement has been entered into with Megatuuli’s key project development partner relating to the condition precedent of the transaction Enersense International Plc Stock exchange release 10 January 2022 at 2:30 p.m. Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced on 20 December 2021 that it has signed an agreement on acquiring Megatuuli Oy (“Megatuuli”), an onshore wind farm developer company. As announced by Enersense, the acquisition of Megatuuli (the “Share Transaction”) is conditional on, among other things, certain of Megatuuli’s project development partners issuing a waiver in relation to the change of control terms included in the agreements between Megatuuli and these parties in connection with the Share Transaction, as well as on renegotiating the duration and certain terms and conditions of the cooperation agreement with Megatuuli’s key project development partner. Enersense also announced that the negotiations on the aforesaid contract amendments have been initiated between Megatuuli, Enersense and the said project development partner. Following the negotiations, Megatuuli has entered into a preliminary agreement with the said key project development partner which includes the parties’ mutual understanding of key terms and conditions of the cooperation agreement to be renegotiated. The purpose of the preliminary agreement is to contribute to the execution of the final cooperation agreement amendment and therefore also to the fulfilment of the condition precedent of the Share Transaction in this regard. In connection with the preliminary agreement, Enersense has issued an EUR 5 million deposit on behalf of Megatuuli to secure the execution of the final cooperation agreement amendment in accordance with the preliminary agreement. The deposit will expire in case the Share Transaction is not completed by 13 February 2022. The key terms and conditions as well as condition precedents for the completion of the Share Transaction have been described in the stock exchange release published by Enersense on 20 December 2021. The Share Transaction is still expected to be completed during January 2022.
Enersense specifies the timetable for the implementation of the P2X investment and partnership arrangement Enersense International Plc Stock exchange release 3 January 2022 at 12:15 p.m. In its release of 8 December 2021, Enersense International Plc (”Enersense”), a provider of zero-emission energy solutions, announced it had signed an agreement on a EUR 13–18 million equity investment in green hydrogen producer P2X Solutions Oy (”P2X”) and related partnership arrangement. The completion of the investment and partnership arrangement was conditional on P2X receiving a significant grant from the Ministry of Economic Affairs and Employment of Finland for the building of the Harjavalta production plant as well as certain other customary preconditions. Enersense announced on 20 December 2021 that the Ministry of Economic Affairs and Employment of Finland had granted approximately EUR 26 million investment aid to P2X. In its releases of 8 and 20 December 2021, Enersense estimated that the arrangement would be completed by the end of January 2022. As the arrangement has progressed, the timetable has been specified insofar as the other customary preconditions are estimated to be fulfilled by the end of January 2022 with the completion of the arrangement to take place in February 2022. The key terms and conditions of the arrangement are described in Enersense’s stock exchange release of 8 December 2021.
Enersense updates its guidance for 2021: the Group’s adjusted EBITDA is expected to exceed EUR 19 million and adjusted EBIT to exceed EUR 11 million Enersense International Plc Insider information, 22 December 2021 at 7.30 pm Enersense International Plc, a provider of zero-emission energy solutions, is adjusting its guidance for 2021, published on 6 May 2021, in terms of adjusted EBITDA, which the company now expects to exceed EUR 19 million. At the same time, the company is further adjusting its guidance upwards in terms of adjusted EBIT, which the company now expects to exceed EUR 11 million. Updated guidance for 2021: Turnover: EUR 215–245 million Adjusted EBITDA: over EUR 19 million Adjusted EBIT: over EUR 11 million Previous guidance, published on 6 May 2021: Turnover: EUR 215–245 million Adjusted EBITDA: EUR 17–20 million Adjusted EBIT: EUR 8–11 million Through a transaction completed on 4 October 2021, Enersense acquired the entire share capital of Pori Offshore Constructions Ltd (currently Enersense Offshore Oy), an offshore wind power company. The initial purchase price of the share capital was EUR 1.0. In addition, potential additional purchase price will be paid based on the EBITDA of Pori Offshore Constructions Ltd for 2022–25 in accordance with the terms and conditions of the sale and purchase agreement. In connection with the transaction, the company executed a sale and leaseback arrangement concerning the land area and buildings in Mäntyluoto in Pori. Through the arrangement, it sold the land area and buildings to Suisto Kiinteistöt Ltd, a company owned by the municipality of Pori, for EUR 8.0 million and entered into a five-year lease concerning these. Originally Enersense estimated that the transaction does not affect Enersense’s 2021 financial guidance. As a part of the integration of Enersense Offshore Oy, the company has completed a third party assessment on the values of Enersense Offshore Oy’s properties and fixed and intangible assets for the purposes of the purchase price allocation for the transaction, and such assessment indicate a value which is higher than that identified at the time of the completion of the transaction. Intangible assets include, in particular, intangible rights related to the construction and design of offshore wind farms and SPAR platforms, such as technical competence and technology, certified quality systems, computing data and other documentation. In addition to previously mentioned, Enersense Offshore Oy has applied for an EP patent for offshore wind power plants’ platform technology. As a result of the aforesaid new valuations, Enersense adjusts its previous guidance as described above. Enersense’s guidance for the year 2022 is expected to be published during the first quarter of 2022. If completed, the acquisition of Megatuuli Oy published on 20 December 2021, will have a positive impact on next year’s guidance. The preconditions and impact of the acquisition are described in more detail in the stock exchange release dated 20 December 2021. Items that could possibly burden results in 2022 include Enersense’s extensive project to renew the enterprise resource planning system, launched in the third quarter of 2021 to pursue improved operational efficiency and scaling capabilities of the company, as well as the integration and development process of Enersense Offshore Oy’s business that is expected to improve the profitability of the business of Enersense Offshore Oy during 2023. Next financial report: Enersense will publish its financial statements bulletin for the year 2021 on 28 February 2022.
Enersense’s investment in P2X is making progress – the Ministry of Economic Affairs and Employment granted support for building Finland’s first green hydrogen production plant in Harjavalta Enersense International Plc Stock exchange release 20 December 2021 at 14:00 p.m. On 8 December 2021, Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced that it had signed an agreement on an equity investment of EUR 13–18 million in P2X Solutions Oy (“P2X”), a green hydrogen production company, and entered in a partnership agreement, according to which Enersense has, if certain conditions related to pricing and the quality level are met, the position of a primary partner in the construction of P2X’s green hydrogen production plant, the first of its kind in Finland, to be built in Harjavalta, and in maintenance and operating activities after the completion of the facility. The implementation of the investment and cooperation project was conditional on significant support from the Ministry of Economic Affairs and Employment to P2X for the construction of the Harjavalta plant, as well as on certain other standard preconditions. The Ministry of Economic Affairs and Employment has decided on granting investment support of roughly EUR 26 million for new energy technology and large demonstration projects for P2X to build Finland’s first green hydrogen production plant and a methanation unit in Harjavalta. P2X’s goal is to start the construction of the green hydrogen production plant planned in the Harjavalta Industrial Park in the autumn of 2022 and to commission the plant during the first half of 2024. The production plant’s capacity will be 20 MW. P2X aims to build other green hydrogen production plants following the same concept. “This subsidy decision is more than welcome, and it enables Finland’s first green hydrogen production plant project to be pushed forward. We are excited about this partnership with P2X and our concrete plans to promote the hydrogen economy,” says Jussi Holopainen, CEO of Enersense. Other standard preconditions of the investment and partnership arrangement are expected to be met, and the arrangement is expected to be implemented by the end of January 2022. Key terms and conditions of the arrangement are presented in the stock exchange release published by Enersense on 8 December 2021.
Notice to the Extraordinary General Meeting of Enersense International Plc Enersense International Plc Stock Exchange Release, 20 December at 9:45 a.m. Notice is given to the shareholders of Enersense International Plc (the “Company”) to the Extraordinary General Meeting (the “General Meeting”) to be held on Tuesday 11 January 2022 at 10:00 a.m. (EET) at the office of Hannes Snellman Attorneys Ltd at Eteläesplanadi 20, 00130 Helsinki, Finland. The Company’s shareholders and their proxy representatives may participate in the General Meeting and exercise shareholder rights only by voting in advance and by making counterproposals and submitting questions in advance in accordance with this notice. Shareholders and their proxy representatives may not participate in the General Meeting at the meeting venue. Instructions for shareholders are provided in section C of this notice and on the Company’s website. The Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act (375/2021) that came into force on 8 May 2021. In order to prevent the spread of the COVID-19 pandemic, the Company has resolved to take the measures allowed by said legislation so that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, the Company’s employees and other stakeholders. A. Matters on the agenda of the General Meeting At the General Meeting, the following matters will be considered: Opening of the meeting Calling the meeting to order Attorney-at-law Riikka Rannikko will serve as the chairperson of the meeting. In the event Riikka Rannikko is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairperson. Election of persons to scrutinize the minutes and to supervise the counting of votes The Company’s SVP, Legal Johanna Nurkkala will scrutinize the minutes and supervise the counting of the votes. In the event Johanna Nurkkala is prevented from scrutinizing the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to scrutinize the minutes and supervise the counting of votes. 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 Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy. Resolutions regarding the acquisition of shares in Megawind Ltd The Company has on 20 December 2021 announced by way of a separate stock exchange release to have signed an agreement on the acquisition of the shares entitling to votes in the Finnish onshore wind power developer Megawind Ltd from the company’s existing shareholders for a purchase price of EUR 18.5 million (the “Acquisition”). The purchase price will be paid as share consideration to the existing shareholders of Megawind Ltd. The agreed share consideration consists of new shares in the Company to be issued through a directed share issue. The number of new shares will be determined five (5) business days prior to the completion of the Acquisition based on the 25-day volume weighted average share price (VWAP) of the Company’s share on Nasdaq Helsinki Ltd (i.e. a period commencing thirty (30) days and ending five (5) days prior to the completion of the Acquisition.) The subscription price of the new shares (per share) is the opening rate of the Company’s share on Nasdaq Helsinki Ltd on the completion date of the Acquisition. The maximum number of new shares is limited to approximately 20 per cent of the current number of shares in the Company (i.e. 2,675,000 new shares) (the “Directed Share Issue”). In addition to the purchase price, the Company and existing shareholders of Megawind Ltd have agreed that the possible difference between the purchase price and value of shares issued in the Directed Share Issue shall be paid in cash. For the sake of clarity, it is noted that the existing shareholders of Megawind Ltd shall remain shareholders of a new share class of Megawind Ltd, such shares not being entitled to votes, upon the completion of the Acquisition. Said shareholders are solely entitled to dividends based on profits from the sale of certain future projects pursuant to the shares not entitled to votes. These Megawind Ltd shares not entitled to votes do not have rights to any other distribution of funds nor other rights related to Megawind Ltd. The arrangement has been described in more detail in the Company’s stock exchange release announced on 20 December 2021. The completion of the Acquisition is subject to, among others, the resolution of the Company’s extraordinary general meeting amending the Articles of Association, authorizing the Board of Directors to resolve on the issuance of shares and authorizing the Board of Directors to accept the Company’s own shares as pledge and to dispose of the pledged own shares. The Acquisition and conditions of the Acquisition are described in more detail in the Company’s stock exchange release announced on 20 December 2021. The Acquisition is intended to be completed in January 2022. In order to complete the Acquisition, the Board of Directors of the Company proposes to the General Meeting that it (a) amends section 3 of the Articles of Association of the Company, (b) authorizes the Board of Directors of the Company to resolve on the Directed Share Issue and, conditional upon the completion of the Acquisition, (c) authorizes the Board of Directors of the Company to accept the Company’s own shares as pledge and to dispose of the pledged own shares. a) Amendment of the Section 3 of the Articles of Association The Board of Directors proposes that section 3 of the Articles of Association regarding the Company’s line of business would be amended to read as follows: “3. The company produces, transfers, distributes and sells, either independently or through its subsidiaries and affiliates, energy, energy facilities and appliances, and services for the energy sector, industry, construction, installation, maintenance, software industry, data system industry and data communications sector, and engages in consulting, project planning, project developing, importing, and employee leasing and recruitment, particularly in the above sectors, in Finland and other countries. For its operations, the company may own and control properties, shares, participations and other securities, as well as other assets required in its sector.” b) Authorization of the Board of Directors to resolve on a directed share issue The Board of Directors proposes that the General Meeting authorizes the Board of Directors to resolve on a directed share issue deviating from the shareholder’s pre-emptive right. Pursuant to the Finnish Companies Act, the deviation requires that there is a weighty financial reason for the Company. The shares issued by virtue of the authorization would be issued upon the fulfilment of the terms and conditions for the Acquisition to the existing shareholders of Megawind Ltd in proportion to their shares entitled to votes of Megawind Ltd sold as a part of the Acquisition. The maximum number of new shares to be issued in the Directed Share Issue is 2,675,000, which corresponds to approximately 19.9 per cent of the current number of shares in the Company, and which corresponds to approximately a maximum of 16.6 per cent of all shares in the Company upon completion of the Acquisition. The Board of Directors is authorized to resolve on all terms and conditions of the Directed Share Issue, within the limits of the abovementioned authorization, including the criteria for determining the subscription price and that the subscription price can be paid not only in cash but also fully or partially with other assets. The principles agreed upon in the Acquisition regarding the determination of the subscription price and for the number of new shares are described in the stock exchange release announced on 20 January 2021. The authorization is valid until the closing of the Annual General Meeting of the Company to be held in the spring of 2022 and it cannot be used to any other purpose than completing the Acquisition. In case the General Meeting decides to approve the authorization, this does not revoke the authorization for the share issue granted to the Board of Directors in Annual General Meeting held on 19 March 2021. In case the General Meeting approves the proposed authorization and if the Acquisition is completed, the Company will apply for the listing of shares issued through the Directed Share Issue on the official list of Nasdaq Helsinki Ltd. c) Authorization of the Board of Directors to resolve on accepting the Company’s own shares as pledge and to dispose of the pledged own shares The Board of Directors proposes that the General Meeting authorizes the Board of Directors to resolve on the acceptance of the Company’s own shares as pledge and to dispose of the pledged own shares pursuant to the following terms and conditions: Based on the authorization, the Board of Directors may accept a maximum of 668 750 of the Company’s own shares as pledge, however, no more than 10 per cent of all shares in the Company. Own shares may be accepted as pledge other than in proportion of the holdings of shareholders (acceptance of directed pledge). The Board of Directors resolves on the terms and conditions under which the shares are accepted as pledge. In addition, by virtue of the authorization, the Board of Directors may resolve to dispose of a maximum of 668 750 of the Company’s own shares in connection with the possible enforcement of the pledging arrangement. The Board of Directors is authorized to resolve on to who and in what order the Company’s own shares are disposed. The Board of Directors may resolve to dispose the shares other than in the proportion of the shareholder’s right to purchase the Company’s own shares. Shares can be disposed of in the manner and to the extent resolved upon by the Board of Directors. The Board of Directors also has the right to resolve on selling the pledged own shares through public trading. The authorization includes the Board of Director’s right to resolve on any other terms and conditions for the disposing of the pledged own shares. The authorization is valid until 29 June 2023 and it cannot be used for any other purpose than accepting the shares issued through the Directed Share Issue as pledge and disposing of the own shares. For the sake of clarity, it is noted that if the General Meeting decides to approve the proposed authorization, it will not revoke the authorization for acquiring and/or accepting shares as pledge granted to the Board of Directors in the Annual General Meeting held on 19 March 2021. Closing of the meeting B. Documents of the General Meeting This notice, which contains all of the resolution proposals to the agenda of the General Meeting, is available on the Company’s website at www.enersense.com/general-meeting. Copies of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website from 25 January 2022 onwards, at the latest. C. Instructions for the participants in the General Meeting The Company’s shareholders and their proxy representatives can participate in the General Meeting and exercise shareholder rights only by voting in advance, asking questions in advance and making possible counterproposals in advance in accordance with the instructions set out below. The right to participate Each shareholder, who is on the record date of the General Meeting on 29 December 2021 registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the Company. A shareholder may only participate in the General Meeting by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions below. Registration and voting in advance The registration for the General Meeting and advance voting will begin on 27 December 2021 at 4:00 p.m. (EET). A shareholder who is registered in the shareholders’ register of the Company and who wishes to participate in the General Meeting by voting in advance, shall register for the General Meeting and vote in advance by 3 January 2022 at 4:00 p.m. (EET) by which time the registration and votes must be received. A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from 27 December 2021 at 4:00 p.m. (EET) until 3 January 2022 at 4:00 p.m. (EET) through the Company’s website at www.enersense.com/general-meeting. For natural persons, the electronic advance voting requires a secured strong electronic authentiction and the shareholder may register and vote by logging in with their Finnish online banking codes or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If a shareholder participates in the General Meeting by way of advance voting, voting in advance is considered as registration for the General Meeting if all required information is given. Instructions for voting are available on the Company’s website at www.enersense.com/general-meeting/. Requested information shall be given by the shareholder or the proxy representative in connection with the registration. The personal data given to the Company or Euroclear Finland Oy is used only in connection with the General Meeting and with the processing of related registrations. Further information on how the Company processes personal data is available in the privacy notice regarding the General Meeting, which is available at www.enersense.com/investors/general-meeting/. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Shareholders, who do not vote in advance, are requested, due to the COVID-19 pandemic, to exercise shareholders’ rights through a centralized proxy representative designated by the Company by authorizing the Company’s Senior Legal Officer Eero Mäkelä, or a person appointed by them, to represent them at the General Meeting in accordance with the shareholder’s voting instructions. Also, the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration. Proxy and voting instruction templates will be available on the Company’s website at www.enersense.com/general-meeting from 27 December 2021 onwards. Proxy documents should be delivered to the Company by email to yhtiokokous@enersense.com or by mail to Enersense International Oyj / Yhtiökokous 2022, Konepajanranta 2, 28100 Pori, Finland before the last date for registration on 3 January 2022 at 4:00 p.m. (EET), by which time the proxy documents must be received. If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all required information is included in the proxy documents. Submitting a proxy and voting instructions, that have been granted to the proxy representative designated by the Company, before the end of the notification of participation period constitutes both due registration for the General Meeting as well as voting in advance, provided that the required information listed in this notice is given. Holder of nominee-registered shares A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder on the record date of the General Meeting on 29 December 2021, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 6 January 2022, 10:00 a.m. (EET). As regards nominee-registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting. A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares, who wishes to participate in the General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee-registered shares within the registration period for nominee-registered shares. Further information will also be available on the Company’s website at www.enersense.com/general-meeting. Other instructions and information Shareholders who hold at least one hundredth of all shares in the Company are entitled to make counterproposals subject to voting on the agenda points of the General Meeting. Such counterproposals shall be delivered to the Company by email to yhtiokokous@enersense.com no later than 23 December 2021 at 4:00 p.m. (EET). In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the General Meeting if the shareholders who have made the counterproposal have the right to attend the General Meeting and on the record date of the General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company’s website at www.enersense.com/general-meeting on 27 December 2021 at the latest. A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent by email to yhtiokokous@enersense.com or by mail to Enersense International Oyj / Yhtiökokous 2021, Konepajanranta 2, 28100 Pori, Finland at the latest by 27 December 2021 at 4:00 p.m. (EET). Such questions by shareholders, responses to such questions by the management of the Company as well as other counterproposals than those eligible for voting will be available on the Company’s website at www.enersense.com/general-meeting on 30 December 2021 at the latest. In connection with submitting counterproposals and asking questions, shareholders are required to provide adequate evidence of their shareholding. On the date of this notice to the General Meeting 20 December 2021, the total number of shares in Enersense International Plc is 13,397,729 shares, which correspond to the same number of votes. Pori, 20 December 2021 Enersense International Plc Board of Directors
Enersense to become a producer of green energy and a key green energy company – its long-term targets will be reassessed in connection with corporate transactions Enersense International Plc Stock exchange release, 20 December 2021 at 8:45 a.m. Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced on 20 December 2021, that it had signed an agreement on purchasing Megatuuli Oy (“Megatuuli”), an onshore wind farm developer, and on 8 December 2021 on an investment in and primary partnership with P2X Solutions Oy (“P2X”), Finland’s first green hydrogen production company (collectively “Corporate Transactions”). Subject to the completion of the Corporate Transactions, Enersense will proceed to the second phase of its strategy, expanding its role in the value chain. In addition to being a provider of project design, project implementation, maintenance and management services, Enersense will become a key zero-emission energy producer, owner and project developer. “Enersense, a broad-based service company in the energy sector, will also become a producer of clean energy and a key green energy company if the corporate transactions are completed. Our business model will change as a result of the ownership, as we will also receive revenues from the energy produced. Enersense will continue to serve as a strong partner in enabling the energy transition in all project phases, both in Finland and internationally,” says Jussi Holopainen, CEO of Enersense. Key benefits of the Corporate Transactions to Enersense if completed – onshore wind power, hydrogen and offshore wind power (stock exchange releases dated 20 December 2021, 8 December 2021 and 4 October 2021) Great potential: The total capacity of Megatuuli’s wind power projects in progress or in the feasibility study phase is around 3,000 MW, which corresponds to approximately 20 per cent of the amount of wind power capacity in Finland in 2030 as estimated by Fingrid. Hydrogen is playing a significant role in creating a climate-neutral energy system by 2050. Energy producer: Enersense will begin developing wind farms, take part in their construction and in the future our goal is to also remain as an owner of the farms and produce zero-emission energy. Complements and supports Enersense’s strong portfolio of services: Enersense to become a more extensive implementation partner of zero-emission energy solutions than before. Preferred supplier status: Enersense will have the status of the preferred supplier in the work to be carried out during the construction phase of the green hydrogen production plant, which P2X will build in Harjavalta, as well as in maintenance and operation of the plant. The preferred supplier status will also concern the other future projects of P2X, for which an agreement on partnership has been signed for three years. Synergy gain: Wind power and the production of green hydrogen are strongly linked together and Enersense has strong know-how throughout the value chain. Hydrogen can not only replace fossil fuels, but it also allows longer term storage of clean energy such as cyclic wind power. Due to the acquisition, new business opportunities will open up for Enersense Offshore Oy also in hydrogen projects, among others. If completed, the share transaction will enable utilisation of Megatuuli’s expertise on project development also on offshore wind power projects with Enersense Offshore. The two Corporate Transactions and their completion are separate from each other. The key terms and expected completion schedules for both Corporate Transactions are described in separate stock exchange releases. The completion of Megatuuli’s share transaction is estimated to have an EUR 20-40 million impact on Enersense’ EBIT by the year 2025. The completion of the Corporate Transactions will also have an impact on Enersense’s long-term numerical targets, which the company will update accordingly during the first quarter of 2022, provided that the Corporate Transactions are completed. In line with its strategy, the company is aiming to achieve EUR 300 million in turnover organically and a profitability (EBITDA) of 10% by 2025 (company releases dated 30 September 2020 and 25 February 2021). The company is also aiming to increase the proportion of low-emission and zero-emission energy projects from 50% to 75% of its turnover by 2025. Enersense’s strategy: Enersense’s core strategy is to be a provider of zero-emission energy solutions and an enabler of a zero-emission society through profitable business operations. Enersense’s strategy supports the ongoing energy transition in society, whereby energy production will increasingly be based on renewable energy sources, with end users being more aware of the impacts of energy production on the environment and society. The company is committed to implementing its growth strategy, with a focus on profitability. In addition to organic growth, the company is seeking growth through acquisitions. The main criteria for potential acquisitions include acquiring new technologies or special expertise and further strengthening strategic priorities. Enersense will also consider inorganic international growth to strengthen its market position in certain target countries or expand into new geographical areas.
Enersense’s Jaakko Eskola elected as the Chair of the Board of Directors of Varma Enersense International Plc Press release 15 December 2021 at 15:30 p.m. Jaakko Eskola, Chair of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has been elected Chair of the Board of Directors of Varma from the beginning of next year. Varma provides pension insurance for work carried out in Finland. Eskola has previously served as vice chairman of Varma’s Board of Directors. In November, Eskola was elected Chair of the Board of Technology Industries of Finland for 2022. In addition, he is a member of the Board of Directors of Cargotec Oyj and Chair of the Board of Directors of Neles Oyj and Suominen Oyj. Eskola worked as Wärtsilä’s CEO from 2015 to 2021.
Enersense has signed a follow-up agreement regarding the maintenance of Enefit Connect’s electricity networks in Estonia Enersense International Plc Press release, 9 December 2021 at 10:30 a.m. An Estonian subsidiary of Enersense International Plc, a creator of zero-emission energy solutions, Empower AS, which operates in the business area of International Operations, has signed a follow-up agreement with the Estonian network operator, Enefit Connect, regarding the maintenance of electricity networks. The agreement includes the maintenance of electricity distribution networks, troubleshooting and connecting solar parks in West Virumaa in Estonia to the electricity distribution network. The work completed under the contract employs an estimated 30 people in total. The work will begin in January 2022 and will be carried out in cooperation with Arendus & Haldus OÜ, an Estonian company specialising in electrical installations. The total value of the contract is EUR 14.8 million, of which Enersense accounts for approximately EUR 7-8 million. The project is expected to be completed by the end of 2026. ”The agreement with Enefit Connect is important to us. Among other things, the project 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.
