News Tag: Corporate Information

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Enersense 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 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.

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.  
 

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

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

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. 

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.

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.

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 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 (“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.

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. 

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.

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.