Enersense to deliver charging equipment to the Tuuri department store and fast and high-power chargers to several partners

Enersense International Plc
Press release, 15 August 2023 at 11:00 am

Enersense Charging Oy, a manufacturer of fast and high-power charging equipment, will deliver ten pieces of 80 kW and 160 kW fast and high-power charging equipment and six lower-power DC chargers during 2023 to the Leppäkoski Group energy company, Lähilataus Oy and the Antti Simula & Co taxi service company.

Enersense has also entered into an agreement with Veljekset Keskinen Oy on the delivery of twenty 22 kW AC charging points to the Tuuri department store. The delivery includes the connection and commissioning of the equipment. Enersense is also responsible for the payment and management services for the charging points.

“These agreements are important openings for us in the domestic market. Enersense is able to provide various partners with turnkey solutions for high-power and lower-power charging,” says Topias Koskela, Head of Electric Vehicle Charging Solutions at Enersense.

More information:

Topias Koskela, Head of Electric Vehicle Charging Solutions, Power
Tel. +358 50 4017294
Email: topias.koskela@enersense.com

Media contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel. +358 40 0437515
Email: tommi.manninen@enersense.com

Enersense receives its first agreement for battery storage maintenance in Lithuania

Enersense International Plc
Press release 4 August 2023 at 12:15 p.m.

A Lithuanian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense UAB, which operates in the business area of International Operations, has signed an agreement with Fluence Energy GmbH, a provider of energy storage solutions, regarding the maintenance of electricity storage systems in the regions of Alytus, Vilnius, Utena and Šiauliai. The battery storage system has a total capacity of 200 MWh, and it is the first of its kind in Lithuania.

Energy cells UAB, to whom Fluence Energy has delivered the storage system, manages electricity storage facilities in Lithuania. For the integration of energy generated from renewable energy sources, a battery system is used to ensure the instantaneous reserve of isolated working electricity for Lithuania until it is synchronized with continental European networks (KETs).

The agreement is a continuation of good cooperation between Enersense and Fluence Energy in Finland, where Enersense provides maintenance services and operates as an expert partner for Fluence Energy’s 20 MWh battery storage facility in Kerava.

“We are pleased that Fluence Energy GmbH chose us as its partner, and the signed agreement is an important market opening for us in the Lithuanian electricity storage market. An energy self-sufficient Europe needs such projects, and it is great to be a part of this,” says Artūras Lapinskas, Enersense’s Managing Director for Lithuania.

More information: 

Artūras Lapinskas, Managing Director, Lithuania
Tel. +370 66 931 038
Email: arturas.lapinskas@enersense.com

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

Enersense International Plc’s Half-year Financial Report January–June 2023: Strong growth continued – profitability improved in core businesses

Enersense International Plc
Half-year Financial Report 3 August 2023 at 12:00 p.m.

The figures in this release are unaudited. The figures in brackets refer to the comparison period (the corresponding period of the previous year), unless otherwise stated. All figures and sums have been rounded off from the exact figures which may lead to minor discrepancies upon addition or subtraction.

APRIL–JUNE 2023

•  Revenue EUR 86.3 million (59.8), 44.3% year-on-year.

•  EBITDA EUR 3.0 million (-0.6), EBITDA margin 3.5% (-1.0).

•  Adjusted EBITDA EUR 3.1 million (-0.4), or 3.6% of revenue (-0.7).

•  Operating profit EUR 0.6 million (-2.8), profit margin 0.7% (-4.6).

•  Undiluted earnings per share EUR -0.11 (-0.25).

JANUARY–JUNE 2023

•  Revenue EUR 161.3 million (120.0), 34.4% year-on-year.

•  EBITDA EUR 3.1 million (4.8), EBITDA margin 1.9% (4.0).

•  Adjusted EBITDA EUR 3.5 million (5.0), or 2.2% of revenue (4.2).

•  Operating profit EUR -1.6 million (0.5), profit margin -1.0% (0.4).

•  Undiluted earnings per share EUR -0.34 (-0.31).

•  Onshore wind power project portfolio was approximately 8,100 MW at the end of the reporting period (at 12/2022: approximately 8,000 MW).

•  The order backlog at EUR 527 million (295) at the end of the first half of the year.

•  On 1 June 2023 Enersense announced that it has initiated an evaluation of options to further accelerate its growth ambitions within its Power segment, specifically the strategy to become a significant zero-emission energy producer.

•  On 19 June 2023 Enersense announced that it has signed a 35-million euro add-on turnkey contract with Elisa, a Finnish telecommunications and digital services company, for the construction of Elisa’s Fibre to the Home optic fibre network in Finland.

After the review period:

•  On 27 July 2023 Enersense announced that it changed the accounting of wind power projects from the beginning of 2023 and published comparison figures for 2022.

Guidance for the financial period 2023
(issued on 8 May 2023)

In 2023, Enersense’s revenue is expected to be over EUR 300 million and adjusted EBITDA in the range of EUR 12–18 million.

Despite the general economic uncertainty, the market situation in Enersense’s business areas has continued to be good in the beginning of the year and the favourable development is expected to continue. The company’s strong order backlog gives a good basis for increasing revenue. We have managed to accelerate the wind power portfolio development and we assume that the same development continues. Profitability will be impacted by the implementation of the new ERP-system as well as on-going investments in developing the offshore wind power business and acceleration of onshore wind power project development. At the end of 2022 the company completed an offering of EUR 26 million convertible bond in order to implement these investments.

Key figures

Accounting of wind power projects was changed from the beginning of 2023. Comparison figures for 2022 are reported according to the new accounting principle.

4–6/2023 4–6/2022 1–6/2023 1–6/2022 1–12/2022
Revenue (EUR 1,000)                   86,324                   59,827                  161,322                 120,030                 281,997
EBITDA (EUR 1,000)                     3,046                       -614                     3,103                     4,797                    12,210
EBITDA, %                         3.5                        -1.0                         1.9                         4.0                         4.3
Adjusted EBITDA (EUR 1,000)                     3,122                       -431                     3,514                     5,048                   13,654
Adjusted EBITDA, %                         3.6                        -0.7                         2.2                         4.2                         4.8
Operating profit (EUR 1,000)                        645                    -2,772                    -1,648                        455                     3,479
Operating profit, %                         0.7                        -4.6                        -1.0                         0.4                          1.2
Result for the period (EUR 1,000)                    -1,886                    -4,133                   -5,663                    -5,427                   -9,835
Equity ratio, %                       27.8                       40.2                       27.8                       40.2                       28.8
Gearing, %                       66.6                       32.7                       66.6                       32.7                       19.0
Return on equity, %                        -3.2                        -6.3                        -9.5                       -9.9                      -17.5
Earnings per share, undiluted, EUR                       -0.11                      -0.25                     -0.34                      -0.31                      -0.57
Earnings per share, diluted, EUR                       -0.11                      -0.25                     -0.34                      -0.31                      -0.57

President and CEO Jussi Holopainen

“Enersense’s strong growth continued in the second quarter. The Group’s revenue increased by 34.4% in January–June and was EUR 161.3 (120.0) million. The order backlog stood at EUR 527 (295) million. The Group’s adjusted EBITDA was EUR 3.5 (5.0) million. The profitability of core business operations improved in all business areas, but investments in strategic focus areas had a negative impact of EUR 3.2 million on the EBITDA. In the comparison period, the recognition of EUR 8.5 million arising from the Enersense Wind acquisition had a positive impact on the EBITDA. On the other hand, the operating environment in early 2022 was very exceptional because of the Russian attack on Ukraine and the strike in the ICT sector in particular, which burdened the result for the comparison period.

Our work to improve the profitability of our core business operations has begun to produce results.
In Smart Industry in particular, the growth of volumes in service and project business operations is reflected in improved profitability. In the International Operations and Connectivity business areas, the good volumes and profitability improvement measures produced results in the first half of the year. High activity in the construction of high-voltage power lines continues in the Baltic countries, and since the end of 2022, Connectivity has announced optical fibre connection construction contracts totalling around EUR 100 million, which will increase business volumes. The market situation in the Power business area continues to be good, and after the seasonally challenging first quarter, the profitability of core business operations improved in the second quarter. Enersense plays an important role in projects related to Finland’s main grid, and in the first half of the year, we won projects totalling around EUR 40 million.

During the past five years, Enersense has been the strongest grower on Nasdaq Helsinki by revenue growth (CAGR). In line with our specified strategy, we are actively investing in strengthening our position also in our strategic focus areas. At the beginning of June, we announced that we had started an assessment of the options to accelerate the achievement of the Power business area’s growth targets and especially our strategic target to become a significant producer of clean energy. Our own energy production target is 600–700 MW by 2027, which we have estimated will require investments of EUR 700–800 million. We are now looking for the best possible solution to boost the implementation of our growth strategy. At the end of the review period, our renewable energy project portfolio was around 8,100 MW (December 2022: 8,000 MW), which provides a good basis for our determined progress towards our own energy production target.

In charging solutions for zero-emission transport, we moved to industrial-scale production by starting cooperation with Scanfil during the review period. Enersense’s new high-power charger makes it possible to increase the charging power of an individual charging device from 30 kW to 160 kW. We believe that this cooperation will offer us good growth opportunities. During summer 2023, we will deliver high-power charging solutions to Norway, Finland and Sweden, and we are seeing plenty of opportunities in the Nordic charging site market.

In June, we announced that the City of Pori had started to build an international centre of excellence and operations for offshore wind power. Enersense is involved in the project, and our expertise in offshore wind power as well as our production facilities (50,000 m2) in Mäntyluoto in Pori are playing an important role in building the centre of excellence. The Bothnian Sea region is one of the most favourable areas for the construction of wind power plants, even in international comparison: a total of 15 major power plant projects within a radius of 400 kilometres from Pori have been announced in Finland and Sweden. The centre of excellence supports Enersense’s growth targets and enables Enersense to further strengthen its role as an EPCI supplier in offshore wind power projects. Investments in the ramp-up of Enersense Offshore, which we acquired in autumn 2021, are also beginning to materialise. At the beginning of July, Aker Solutions ordered steel structure modules from Enersense for the Hugin A production platform, which is part of the development of the Yggdrasil oil and gas field operated by Aker BP in the North Sea. We believe that a well-executed project will enable the expansion of our cooperation into the rapidly growing energy market, where Aker Solutions has strong experience..

Alongside strategic projects, we are continuing our work to streamline our core business portfolio. We are aiming to focus on our core competences and divest operations that are not integral to them. As part of this review, we sold all shares in Enersense Solutions to Econia, which is part of Administer Group. Enersense Solutions provides contractor liability services, and the transaction also included its E-Sense system. A capital gain of EUR 0.9 million from the transaction was recorded in the second quarter.”

This release is a summary of Enersense’s Half-year Financial Report. 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/press-releases/reports-and-presentations/.

ENERSENSE INTERNATIONAL PLC

Tommi Manninen
SVP, Communications and Public Affairs

More information: 

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

Mikko Jaskari, CFO
Tel.: +358 40 053 5337​
Email: mikko.jaskari@enersense.com​

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

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense changes the accounting of wind power projects and publishes comparison figures for 2022

Enersense International Plc
Stock exchange release, 27 July 2023 at 2:00 p.m.

Enersense changes the accounting of wind power projects from the beginning of 2023 so that realised sales gains from completed wind power projects are recognised in revenue in the income statement, whereas they were previously included in other operating income. In addition, distribution of funds to minority shareholders which is based on a shareholder agreement are recognised in financial expenses in the income statement, while they were previously treated as decreases in equity.

These changes are related to the specification of accounting principles the aim of which is to provide clearer and more comparable information about Enersense’s wind power projects and their impact on the company’s financial results.

Impact of the change in accounting on the group’s turnover, financial expenses and earnings per share

As a result of the change, revenue increased by EUR 6.4 million for the first quarter and by EUR 7.5 million for the fourth quarter of 2022. The full-year revenue increased by EUR 14 million in total. Other operating income decreased correspondingly. The change had no impact on operating results for 2022.

Financial expenses increased by EUR 2.5 million for the first quarter and by EUR 4.9 million for the fourth quarter of 2022. Full-year financial expenses increased by EUR 7.4 million.

Earnings per share decreased by EUR 0.16 for the first quarter and by EUR 0.30 for the fourth quarter of 2022. Full-year earnings per share decreased by EUR 0.46.

Impact of the change in accounting on the Power segment’s revenue and EBITDA-%

The Power segment’s revenue increased by EUR 6.4 million for the first quarter and by EUR 7.5 million for the fourth quarter of 2022. The full-year revenue increased by EUR 14 million in total. The change had no impact on EBITDA, but it decreased the EBITDA-% by 18.8 percentage points for the first quarter and by 14.3 percentage points for the fourth quarter of 2022.

Key comparison figures for 2022 by quarter are presented below for the Group and the Power segment following the changes defined above.

The group’s changed key figures for 2022

1–3/2022 4–6/2022 6–9/2022 10–12/2022 1–12/2022
Revenue (EUR 1,000)                   60,202                   59,827                  64,390                   97,578                 281,997
EBITDA (EUR 1,000)                     5,410                       -614                     4,047                     3,367                    12,210
EBITDA, %                         9.0                        -1.0                         6.3                         3.5                         4.3
Adjusted EBITDA (EUR 1000)                     5,479                       -431                     4,255                     4,350                   13,653
Adjusted EBITDA, %                         9.1                        -0.7                         6.6                         4.5                         4.8
Operating result (EUR 1,000)                     3,227                    -2,772                     1,929                     1,095                     3,479
Operating result, %                         5.4                        -4.6                         3.0                          1.1                          1.2
Financial income and expenses                    -3,707                      -678                      -786                   -5,336                  -10,507
Result for the period (EUR 1,000)                    -1,294                    -4,133                      1,169                    -5,577                   -9,835
Return on equity, %                        -2.6                        -6.3                         2.9                       -9.9                      -17.5
Earnings per share, undiluted, EUR                     -0.06                     -0.25                       0.08                     -0.34                      -0.57
Earnings per share, diluted, EUR                     -0.06                     -0.25                       0.08                     -0.34                      -0.57

The Power segment’s changed key figures for 2022

EUR million 1–3/2022 4–6/2022 6–9/2022 10–12/2022 1–12/2022
Revenue                20,763                14,043                14,556                25,596                74,958
EBITDA                  8,756                     599                   1,147                  8,735                19,237
EBITDA, %                    42.2                      4.3                      7.9                    34.1                    25.7

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

Mikko Jaskari, CFO
Tel.: +358 40 053 5337​
Email: mikko.jaskari@enersense.com​

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense has signed an agreement with P2X on an equipment and pipeline contract for a green hydrogen production plant

Enersense International Plc
Investor news, 18 July 2023 at 11:15 a.m.

Enersense, a provider of zero-emission energy solutions, has signed an agreement with P2X on an equipment and pipeline contract for Finland’s first renewable green hydrogen production plant. The plant is under construction in Harjavalta and is expected to be commissioned in 2024. The order will be recognised in the order book of Enersense’s Smart Industry business area for the third quarter of 2023.

Earlier this year, Enersense announced that it would be delivering steel structures for reactor modules to Q Power, a supplier of Power-to-X technology, which will be building a synthetic methane plant in connection with P2X’s green hydrogen production plant. 

“It is great to be involved in this project in terms of demanding pipelines. Including the reactor modules to be delivered to Q Power, we are playing a significant role in Finland’s first green hydrogen construction project. These assignments also support the Smart Industry business area’s growth targets,” says Mikko Lampinen, COO, Enersense Works.

Enersense owns 16.3% of P2X Solutions. Through P2X, Enersense is involved in reducing the emissions of heavy transport using hydrogen and synthetic fuels and in enabling energy storage opportunities created by green hydrogen.

More information:

Mikko Lampinen, COO, Enersense Works
Tel. +358 40 079 4543
Email: mikko.lampinen@enersense.com

Media contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel.: +358 (0)40 043 7515
Email: tommi.manninen@enersense.com

Enersense to deliver offshore steel structures to Aker Solutions in Norway

Enersense International Plc
Investor news 7 July 2023 at 10:30 a.m

Enersense, a provider of zero-emission energy solutions, will deliver steel structures to Aker Solutions in Norway. Aker Solutions is involved in various offshore projects internationally. Aker Solutions has ordered steel structure modules (pre-assembled units) from Enersense for the Hugin A production platform which is part of the Aker BP-operated Yggdrasil oil and gas development in the North Sea. The order will be included in Enersense’s Smart Industry business area’s third quarter 2023 order book.

“This is a new opening for us in the Norwegian offshore market, and we believe that a well-executed project will enable the expansion of our cooperation into the rapidly growing energy market, where Aker Solutions has strong experience. This order is significant to Enersense Offshore and we are taking the next step on the way towards our growth targets. It shows that the investments in the ramp-up of Enersense Offshore, which we acquired in the autumn of 2021, are beginning to materialise and will enable us to further strengthen our own organisation and partner network,” says Jaakko Leivo, EVP, Smart Industry.

The project will begin with engineering and planning in late summer 2023, and the fabrication of the modules will start in Enersense’s production facilities in Mäntyluoto towards the end of the year. The last modules are scheduled to be delivered in December 2024.

Aker Solutions:

Aker Solutions delivers integrated solutions, products and services to the global energy industry. The company enables low-carbon oil and gas production and develops renewable solutions for future energy needs. The company is accelerating the transition to sustainable energy production by combining innovative digital solutions with predictable project implementation. Aker Solutions employs approximately 16,000 people in more than 20 countries.

More information:

Jaakko Leivo, EVP, Smart Industry
Tel.: +358 (0)40 079 4543
Email: jaakko.leivo@enersense.com

Media contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel.: +358 (0)40 043 7515
Email: tommi.manninen@enersense.com
 

Enersense sells Enersense Solutions, a provider of contractor liability services, to Econia, part of Administer Group

Enersense International Plc
Investor news, 27 June 2023 at 1:00 p.m.

Enersense, a creator of zero emission energy solutions, sells all shares in Enersense Solutions Oy to Econia Oy, part of Administer Group. The purchase amount is EUR 1,000,001 and sales gains of EUR 0.9 million will be recognised in the results of Enersense’s Smart Industry segment for the second quarter.

Enersense Solutions employs 11 people and owns E-Sense, a system used in contractor liability services, which will transfer to Econia through the transaction. Enersense will continue to use the E-Sense system.

More information:
Jaakko Leivo, EVP, Smart Industry
Tel.: +358 (0)40 079 4543
Email: jaakko.leivo@enersense.com

Media contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel.: +358 (0)40 043 7515
Email: tommi.manninen@enersense.com
 

Enersense to participate in an international centre of excellence and operations for offshore wind power that the City of Pori is building

Enersense International Oyj
Press release 20 June at 06:00 a.m.

Enersense, a creator of zero emission energy solutions, is participating in a center of excellence and operations that the City of Pori is building around offshore wind power. In addition to the city and harbour of Pori as well as Suisto Kiinteistöt, which is owned by the city, also Suomen Hyötytuuli, Enersense and Dutch Olmar, that provides logistical services to the harbour, have representation in the steering group of the project. The aim is that the centre of excellence will also employ international wind power technology and service providers.

“The Bothnian Sea is also in international considerations one of the most suitable areas for wind power turbines: within a radius of 400 km from Pori altogether 15 larger wind power projects have been published in Finland and Sweden. The centre of excellence will support Enersense’s growth ambitions and enables an improved role for Enersense as an EPCI supplier. Enersense’s wind power expertise and our 50,000 m2 production facilities in Mäntyluoto, Pori, have a significant role in building up the centre of excellence, and we believe that the cooperation between the different operators will gather substantial synergies”, says Jaakko Leivo, EVP, Smart Industry.

More information:  

Jaakko Leivo, EVP, Smart Industry  
Tel.: +358 (0)40 079 4543  
Email: jaakko.leivo@enersense.com 

Media contacts:  
Tommi Manninen, SVP, Communications and Public Affairs  
Tel.: +358 (0)40 043 7515  
Email: tommi.manninen@enersense.com

Insider information: Enersense and Elisa have signed a 35-million-euro add-on contract for the construction of an optic fibre network in Finland

Enersense International Plc
Insider information 19 June 2023 at 12:55 p.m.

Enersense, a provider of zero-emission energy solutions, and Elisa, a Finnish telecommunications and digital services company, have signed an add-on turnkey contract for the construction of Elisa’s Fibre to the Home optic fibre network in Finland. The total value of the add-on contract is EUR 35 million, and it more than doubles the volume of optic fibre networks Enersense will construct for Elisa in 2024–2026. The contract will be included in Enersense’s Connectivity business area’s second quarter 2023 order book. The contract is an extension of the companies’ long-term cooperation.

Enersense is responsible for the turnkey delivery, which contains the project management, planning and construction of the network, materials logistics, and customer deliveries.

“We are very pleased that our cooperation in building Elisa’s fibre-to-the-home (FTTH) connections is continuing. Building a zero-emission society is at the core of Enersense’s strategy, and high-speed optical fibre networks have a role to play in this. FTTH construction is expected to grow significantly in Finland in the coming years. It is great that our customers are relying on Enersense’s optical fibre network construction services, and that our business operations are growing with the market,” says Jussi Holopainen, President & CEO, Enersense.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information: 

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

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense delivers its first high-power charging stations to Norway

Enersense International Plc
Press release 16 June 2023 at 3:00 p.m.

Enersense Charging Oy, a manufacturer of high-power charging stations for electric vehicles, has signed its first contracts to deliver 160 kW high-power charging stations to Norway.

Enersense delivers four ECDC160kW high-power charging stations to Norwegian taxi company Agder Taxi for charging of taxis, e-vans, and e-buses. In addition, Enersense delivers one ECDC160kW charging station to Vennesla Taxi, which handles school transportation in Norway. Enersense’s resale partner in Norway is Metering AS, and installation for both sites is carried out by local subcontractor TM Elektriske.

In addition to Norway, Enersense also delivers high-power charging solutions to many locations in Finland and Sweden during the summer. Enersense sees great potential in the Nordic charging market.

“Zero-emission transport is one of the focus areas of Enersense’s growth strategy. There are many opportunities for us in the Nordic charging market, and we are delighted with how well our new high-power charger has been received,” says Topias Koskela, Head of Electric Vehicle Charging Solutions at Enersense.

More information:   

Topias Koskela, Head of Electric Vehicle Charging Solutions
Tel. +358 50 401 7294
Email: topias.koskela@enersense.com

Media contacts:

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

Enersense delivers high-power charging stations to Vocational Education Centre in the Jokilaaksot region

Enersense International Plc
Press release 13 June 2023 at 2:05 p.m.

Enersense Charging Oy, a manufacturer of high-power charging stations for electric vehicles, has won the delivery of electric vehicle charging stations to Vocational Education Centre JEDU in a public procurement tendering.

Two 160 kW high-power charging stations will be delivered to the Vocational Education Centre in the Jokilaaksot region, for example for charging electric trucks and vans, as well as for training projects.

“Interest in our new high-power charging station has been great. Due to its high-performance, the station is suitable for a wide range of charging and a wide range of customers, of which this agreement is also a good example,” says Eero Korhonen, Sales Manager for Electric Vehicle Charging Solutions at Enersense.

JEDU, a Vocational Education Centre, offers vocational training in the sub-regions of Siikalatva, Ylivieska, Nivala and Haapajärvi.

More information:

Eero Korhonen, Sales Manager, Electric Vehicle Charging Solutions, Power
Tel.: +358 (0)40 6587236
Email: eero.korhonen@enersense.com

Media contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel.: +358 (0)40 043 7515
Email: tommi.manninen@enersense.com

Enersense selected as the main contractor for Fingrid’s Nuojuankangas–Pyhänselkä substation project

Enersense International Plc
Investor news, 6 June 2023 at 10:30 a.m.

Enersense, a creator of zero emission energy solutions, has won the bidding process for Fingrid’s substation contract to build a new transformer substation and expand the 110 kV switchgear in Nuojuankangas. The project also includes the expansion of the substation in Pyhänselkä. The project will employ Enersense until spring 2026. The value of the contract is more than EUR 20 million, and it will be included in Enersense’s Power segment’s second quarter 2023 order book.

The project is part of Fingrid’s larger project to build a new power transmission line from Pyhänselkä to Huutokoski (expansion of the Järvilinja transmission line). The expanded Järvilinja transmission line ensures and maintains the high reliability of the main grid as the need for electricity transmission increases.

“Strengthening Järvilinja is needed in order to transmit renewable energy from northern Finland as well as electricity through Aurora Line from Sweden to southern Finland. In addition, the new capacity enables connecting wind power and industrial sites in eastern Finland and Kainuu region. Substation projects in Pyhänselkä, Muhos and Nuojuankangas, Vaala are the first major steps in strengthening Järvilinja. It is great to execute these projects together with Enersense. The project is important to both Finland’s main grid and the whole society as it enhances achieving Finland’s climate goals and national competitiveness,” says Daniel Kuosa, Construction Manager, Fingrid.

This project is very significant for Enersense.

“New transmission lines are required as the energy transition proceeds, and it is wonderful that we can carry out this significant customer project in substation construction. This contract strengthens our portfolio in carrying out demanding projects in Finland’s main grid and marks one of the largest projects in the history of Enersense’s transmission network operations,” says Joni Parkkinen, Vice President of Enersense Transmission Networks.

The procurement agreement can be signed once the appeal period in accordance with the Act on Public Procurement and Concession Contracts has ended.

More information:

Joni Parkkinen, Vice President, Transmission Networks, Power
Tel.: +358 (0)50 537 5837
Email: joni.parkkinen@enersense.com

Media contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel.: +358 (0)40 043 7515
Email: tommi.manninen@enersense.com

Enersense to explore options to further accelerate execution of growth ambitions to become a significant zero-emission energy producer

Enersense International Plc
Stock exchange release 1 June 2023 at 10:00 a.m.

Enersense has initiated an evaluation of options to further accelerate its growth ambitions within its Power segment, specifically the strategy to become a significant zero-emission energy producer. Enersense’s energy production target by 2027 is 600–700 MW, of which 600 MW would be wind power and 100 MW solar power.

The options to be considered include creating a new, separate Enersense subsidiary for renewable energy development and production and engaging with external parties to identify possible partners that would support an acceleration of the growth strategy. Enersense has engaged BNP Paribas as financial advisor to assist with the evaluation. 

Enersense will carefully evaluate the various options and take the necessary time to consider the best possible solution. Enersense will give an update in due course, if any concrete outcome were to materialise.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information: 

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

Mikko Jaskari, CFO
Tel.: +358 40 053 5337​
Email: mikko.jaskari@enersense.com​

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense’s charging solutions included in a 4-year and approximately EUR 5-million framework agreement for public sector bodies

Enersense International Plc 
Press release 15 May 2023 at 2.30 p.m.

Enersense, a provider of zero-emission energy solutions, has been chosen together with Parking Energy as one of the three suppliers in Sarastia’s tendering for a framework agreement where the participating public sector bodies can procure charging solutions and related contracting and installation services directly from the suppliers that have been chosen in the tendering process. The total value of the framework agreement during the following four (4) years is approximately EUR 5 million.

”Being included in Sarastia’s framework agreement makes Enersense’s and its partner company Parking Energy’s DC and AC charging solutions, which are manufactured in Finland, as well as related installation and maintenance services available for Sarastia’s customer entities all over Finland, if they choose to participate in the framework agreement. Enersense offers EV charging solutions to charging point operators, companies and larger housing companies as turnkey solutions, when needed. This includes site assessments, planning, manufacturing, contracting, installation and commissioning of the charging infrastructure. We have just recently launched a new high-power charging station which enables an individual charger to increase the charging power from the previous 30 kilowatts to 160 kilowatts. With Enersense’s new smart and modular charging solution it is possible to charge two cars with a charging power of up to 400 kilowatts from one charger simultaneously”, says Topias Koskela, Head of Electric Vehicle Charging Solutions at Enersense.

Parking Energy is a Finnish high-growth company founded in 2014 that develops charging technology and produces electric vehicle charging services. Enersense owns 10% of Parking Energy.

Sarastia is the largest partner for financial and HR supporting services and modern municipal services for the public sector in Finland. Sarastia’s joint procurement agreements are available for Sarastia’s direct and in-direct shareholders who are e.g. municipalities, joint municipal authorities, entities owned by municipalities and other public sector organisations.

More information:   

Topias Koskela, Head of Electric Vehicle Charging Solutions
Tel. +358 50 401 7294
Email: topias.koskela@enersense.com

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

Enersense and Scanfil to cooperate on the assembly of high-power charging stations

Enersense International Plc
Press release 9May 2023 at 11:50 a.m.

Enersense Charging Oy, a manufacturer of high-power charging stations for electric mobility, and Scanfil Plc, a manufacturing partner for the electronics industry, have begun cooperation in the manufacturing of Enersense’s new high-power charging stations.

Enersense’s new high-power charging station enables an individual charger to increase the charging power from the previous 30 kilowatts to 160 kilowatts. Enersense will deliver the first high-power fast charging sites to Sweden during the spring.

“The cooperation with Scanfil has started very well. Scanfil has long and strong experience in the assembly of electronic equipment and I believe that the cooperation also offers us great growth opportunities. We are now able to rapidly increase our production volumes according to our customers’ needs,” says Topias Koskela, Head of Electric Vehicle Charging Solutions at Enersense.

The high-power charging stations are manufactured at Scanfil’s factory in Sievi, Finland, and delivered directly to the end customer for on-site installation.

“The cooperation with Enersense has been outstanding. In collaboration with the customer, we were able to bring a ready product to the market in under a month. Typically, in similar projects, it can take up to 4 months. Both companies have a startup mindset characterized by speed and solution-oriented thinking. As a large global player, we can support Enersense on its growth path now and in the future,” says Jussi Mökkönen, Scanfil’s Sievi factory Sales Manager.

More information:   

Topias Koskela, Head of Electric Vehicle Charging Solutions   
Tel. +358 50 401 7294
Email: topias.koskela@enersense.com

Media contacts:   

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

Enersense International Plc’s Business Review January–March 2023: Revenue increased by 39% – full-year revenue expected to be over 300 MEUR

Enersense International Plc
Business Review Q1 2023, 8 May 2023 at 12:05 p.m.

The figures in brackets refer to the comparison period (the corresponding period of the previous year), unless otherwise stated. All figures and amounts have been rounded off from exact figures, which may result in minor inaccuracies in additions or subtractions.

JANUARY–MARCH 2023

  • Revenue was EUR 75.0 (53.8) million, 39.4% year-on-year.
  • EBITDA was EUR 0.1 (5.4) million. The EBITDA margin was 0.1 (10.1)%.
  • Adjusted EBITDA was EUR 0.4 (5.5) million, or 0.5 (10.2)% of revenue.
  • The operating profit was EUR -2.3 (3.2) million. The profit margin -3.1 (6.0)%.
  • Undiluted earnings per share were EUR -0.23 (0.11).
  • The order backlog stood at EUR 526 (288) million at the end of the review period.
  • On 17 January 2023, Enersense announced that it had signed an agreement of around EUR 35 million on the construction of an optical fibre network in Finland with Valoo, a Finnish optical fibre company.
  • On 27 February 2023, Enersense’s Board of Directors decided on the Group key employee incentive plan.
  • On 27 March 2023, Enersense announced that The Boards of Directors of Enersense International Plc and MBÅ Invest Oy have decided to complete the merger of MBÅ Invest with Enersense in accordance with the merger plan signed on 23 September 2022.

Updated guidance for the financial period 2023

In 2023, Enersense’s revenue is expected to be over EUR 300 million and adjusted EBITDA in the range of EUR 12–18 million.

Despite the general economic uncertainty, the market situation in Enersense’s business areas has continued to be good in the beginning of the year and the favourable development is expected to continue. The company’s strong order backlog gives a good basis for increasing revenue. We have managed to accelerate the wind power portfolio development and we assume that the same development continues. Profitability will be impacted by the implementation of the new ERP-system as well as on-going investments in developing the offshore wind power business and acceleration of onshore wind power project development. At the end of 2022 the company completed an offering of EUR 26 million convertible bond in order to implement these investments.

Earlier guidance, issued on 27 February 2023:

In 2023, Enersense’s revenue is expected to be in the range of EUR 280–310 million and adjusted EBITDA in the range of EUR 12–18 million.

Enersense’s business environment is estimated to be developing favourably and the revenue is expected to grow. We have managed to accelerate the wind power portfolio development and we assume that the same development continues. Profitability will be impacted by the implementation of the new ERP-system as well as on-going investments in developing the offshore wind power business and acceleration of onshore wind power project development. At the end of 2022 the company completed an offering of EUR 26 million convertible bond in order to implement these investments.

Key figures

1–3/2023 1–3/2022 1–12/2022
Revenue (EUR 1,000)                   74,998                   53,787                 268,037
EBITDA (EUR 1,000)                          58                     5,410                    12,210
EBITDA, %                         0.1                        10.1                         4.6
Adjusted EBITDA (EUR 1,000)                        392                     5,479                   13,654
Adjusted EBITDA, %                         0.5                       10.2                          5.1
Operating profit (EUR 1,000)                   -2,293                     3,227                     3,479
Operating profit, %                        -3.1                         6.0                          1.3
Result for the period (EUR 1,000)                    -3,778                     1,203                   -2,429
Equity ratio, %                       30.6                       42.3                       28.8
Gearing, %                       57.7                        22.1                       19.0
Return on equity, %                       -6.0                         2.5                        -4.3
Earnings per share, undiluted, EUR                      -0.23                       0.10                       -0.11
Earnings per share, diluted, EUR                      -0.23                       0.10                       -0.11

President and CEO Jussi Holopainen

“Despite the uncertainties related to the global economy, Enersense had a strong start for the year 2023. Our revenue increased by 39% year-on-year, increasing to EUR 75 (54) million. Our order backlog also continued to grow and is already EUR 526 (288) million. Our EBITDA is typically at its lowest in the first quarter, but the profitability of our core business operations has improved, considering seasonality.

Our adjusted EBITDA was EUR 0.4 million (5.5) in the first quarter. Our investments in the ramp-up of the offshore wind power business and a new ERP system, EUR 2.3 million in total, were the most significant factors burdening EBITDA in the review period. It is also good to keep in mind that the recognition of EUR 8.5 million arising from the Megatuuli acquisition improved EBITDA in the comparison period.

Profitable core business operations lay the foundation for future growth. We will continue our active measures to ensure the profitability of our core business operations while also strengthening our position in our strategic focus areas. During the review period, as part of the integration of acquired entities, the names for Unified Chargers and Megatuuli were changed and they now continue under the common Enersense brand as Enersense Charging and Enersense Wind.

Markets for our strategic focus areas are developing well and for example, activity in the offshore wind power market is increasing, and we are strongly involved in bidding processes. Our high-quality foundation concept is a highly effective and cost-effective solution, particularly for the areas of the Baltic Sea that freeze up in the winter. Our previous customer relationships and good references enable deliveries to major international renewable energy and offshore wind power companies.

The work we have completed is also reflected in our order backlog, which developed favourably during the first quarter. In the first quarter, the Power business area recorded an agreement with Gigawatti Oy on the construction of the infrastructure for 13 power plants in Oosinselkä, in addition to agreements with Fingrid on substation projects worth EUR 20 million, among other contracts. Our onshore wind power projects are also progressing. In our project portfolio, the project including 50 wind power plants in Yli-Olhava in Ii proceeded to the next phase in February, when the regional wind power plan for Yli-Olhava entered into force. The project is being developed in collaboration with Enersense’s French partner Valorem, and the project investment is estimated at EUR 400–500 million. Wind measurements have been carried out for more than two years, and the wind conditions in the area are excellent. When completed, the wind farm is estimated to generate more than 1 TWh of electricity, or around 1.5% of Finland’s total electricity demand. The investment decision in the project is estimated to be made in 2024–2025.

In early 2023, we also announced our first project related to the green hydrogen economy, when we signed an agreement on the delivery of steel structures for reactor modules for a methanation plant to Q Power, a provider of Power-to-X technologies. The agreement is related to the synthetic methane production plant delivered by Q Power to P2X Solutions in Harjavalta. The plant is being built in connection with P2X’s green hydrogen production plant. Through its 16.3% holding in P2X, Enersense is involved in reducing the emissions of heavy transport using hydrogen and synthetic fuels and in enabling energy storage opportunities created by green hydrogen.

In the Connectivity segment, the increase in the demand for fibre-to-the-home (FTTH) construction projects began in late 2022. The trend continued in January, when we signed a four-year agreement on the construction of an FTTH network for Valoo. The total value of the agreement is EUR 35 million. High-speed data connections play a significant role in enabling the constantly growing data transfer capacity required by the energy transition, and Enersense is strongly involved in investing in the reliability, security and sustainability of Finnish data transmission.

For a long time, we have also been involved in projects to synchronise the Baltic countries with the frequency of the European electricity grid. In January, we announced that we had signed an agreement to modernise the power line between the Mustvee and Paide substations in Estonia. The project plays an important role in the synchronisation of the Baltic electricity grids.

We have today updated our outlook for 2023 as regards to the revenue development. Guidance for the EBITDA remains unchanged. Despite the general economic uncertainty, our order backlog has grown to over half a billion euro and based on this we expect the full-year revenue to grow over EUR 300 million.”

This release is a summary of Enersense’s Business Review January–March 2023. 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/press-releases/reports-and-presentations/.

ENERSENSE INTERNATIONAL PLC

Tommi Manninen
SVP, Communications and Public Affairs

More information:  

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

Mikko Jaskari, CFO
Tel.: +358 40 053 5337​
Email: mikko.jaskari@enersense.com​

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

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense chosen as main contractor for Gigawatti Oy’s Oosinselkä wind farm infrastructure construction

Enersense International Plc
Investor news 17 April 2023 at 11:35 a.m.

Enersense International, a provider of zero-emission energy solutions, has agreed with Gigawatti Oy about construction of the Oosinselkä wind farm in Luvia at Eurajoki, Finland. The order has been booked into Enersense’s Power business area’s first quarter 2023 order book.

Gigawatti Oy’s Oosinselkä wind farm consists of 13 turbines. Enersense will begin the construction works in the summer of 2023. According to plans, the project will be completed by the end of 2024. Enersense will provide construction of the wind farm’s roads and platforms, foundations and internal network as a turnkey delivery.

“The Oosinselkä wind farm is a continuation to the cooperatives long-term investments to increase their own renewable energy. When completed, the wind farm will produce approximately a fifth of the S Group’s electricity demand.  Enersense’s long experience of wind farms’ infrastructure construction was decisive in the selection of the contractor,” says Mikko Halonen, CEO, S-Voima.

”This project in the growing wind power market is important for Enersense. We are very pleased that Gigawatti Oy chose us as their partner in this investment. This enables us to extend our good cooperation from wind power maintenance also to construction projects,” says Maija Isoaho, Head of wind power construction for Enersense’s Power business area.

Gigawatti Oy is fully owned by S-Voima Oy, who is responsible for the S Group’s electricity procurement. S-Voima Oy is owned by the cooperatives and SOK together.

More information:

Maija Isoaho, Head of wind power construction
Tel. +358 44 425 2457
Email: maija.isoaho@enersense.com

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

Enersense chosen as main contractor for Fingrid’s project to expand substations in Huittinen-Forssa

Enersense International Plc
Investor news 14 April 2023 at 2:25 p.m.

Enersense International, a provider of zero-emission energy solutions, has won a project in Fingrid’s public procurement tendering regarding substation expansions in Huittinen-Forssa, Finland.

Expanding the substations enables a new transmission link which increases the transmission capacity for electricity and enables for its part the transmission of the excess wind power from the growing west coast production to Southern Finland. It also enables connections for renewable electricity production.

The project will employ Enersense for approximately three years and its preparations will begin immediately. The value of the project is approximately EUR 13 million and it has been booked into Power business area’s first quarter 2023 order book.

“The new Forssa-Huittinen 400 kV transmission link is an important project for both the Finnish grid and society. In the south, consumption of electricity is increasing. At the same time, production is decreasing and is being replaced with wind and nuclear power in the north, which increases the need for electricity transmission. The link will be built responsibly so that it replaces the current 110 kV power line in order to reduce the impact of land use. The connection will essentially increase reliability in maintenance and failure situations. Additionally, in connection with the expansion works, the protection and automation i.e. smart systems of the substations will be modernized. Cooperation with Enersense has always been straightforward and the quality of project execution has been excellent”, says Daniel Kuosa, Construction Manager, Fingrid.

This substation expansion project is important to Enersense.

“Energy transition is proceeding which means new transmission connections are needed. The substation expansions will enable this. Our goal is to enhance the energy transition for our part. At the same time the project strengthens our portfolio as an implementor of demanding Finnish national grid projects,” says Joni Parkkinen, Vice President, Transmission Networks business area at Enersense.

The decision shall enter into force after the end of the appeal period under the Act on Public Procurement and Concession Contracts.

More information:

Joni Parkkinen, Vice President, Transmission Networks, Power
Tel: +358 50 537 5837
Email: joni.parkkinen@enersense.com

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

Enersense chosen as main contractor for Fingrid’s project where capacitors are added into substations

Enersense International Plc
Investor news 12 April 2023 at 11.45 a.m.

Enersense International, a provider of zero-emission energy solutions, has won a project in Fingrid’s public procurement tendering regarding adding capacitors into substations in order to improve transmission capacity.

The project will employ Enersense for approximately two years, and preparations for it will begin immediately. The value of the project is approximately EUR 6.6 million and it has been booked into Power business area’s first quarter 2023 order book.

The decision shall enter into force after the end of the appeal period under the Act on Public Procurement and Concession Contracts.

More information:
Joni Parkkinen, Vice President, Transmission Networks, Power
Tel: +358 50 537 5837
Email: joni.parkkinen@enersense.com

Media contact:
Tommi Manninen, SVP, Communications and Public Affairs

Tel. +358 40 043 7515
Email: tommi.manninen@enersense.com

Resolutions of Enersense International Plc’s Annual General Meeting and the organizing meeting of the Board of Directors

Enersense International Plc
Stock Exchange Release 4 April 2023 at 5:10 p.m.

The Annual General Meeting of Enersense International Plc (the “Company”) was held on 4 April 2023 starting at 2:00 p.m. at Hotel Haven at the address Unioninkatu 17, FI-00130 Helsinki, Finland.

The Annual General Meeting approved all proposals made by the Shareholders’ Nomination Board and the Board of Directors to the Annual General Meeting.

ADOPTION OF THE FINANCIAL STATEMENTS

The Annual General Meeting resolved to adopt the financial statements, which include the consolidated financial statements, for the financial period 1 January 2022–31 December 2022.

DISCHARGE FROM LIABILITY

The Annual General Meeting resolved to discharge all persons that had acted as members of the Board of Directors or as CEO from liability for the financial period 1 January 2022–31 December 2022.

RESOLUTION ON THE USE OF THE RESULT SHOWN ON THE BALANCE SHEET AND THE DISTRIBUTION OF FUNDS

The Annual General Meeting resolved that the result for the financial period 1 January 2022–31 December 2022 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet adopted for the financial period, funds be distributed to shareholders from the invested unrestricted equity reserve of the Company as a return of capital of EUR 0.10 per share. The return of capital shall be paid in two instalments.

The first instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the first instalment of the return of capital on 6 April 2023. The first instalment of the return of capital shall be paid as from 5 May 2023.

The second instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date for the second instalment of the return of capital, as later decided by the Board of Directors. The Board of Directors will decide the record date and the payment date for the second instalment of the return of capital at its meeting to be held in October 2023. The record date for the second instalment of the return of capital is planned to be on 1 November 2023, and the payment date as from 8 November 2023.

The Annual General Meeting resolved that no dividend would be paid based on the balance sheet adopted for the financial period.

CONSIDERATION OF THE REMUNERATION REPORT FOR GOVERNING BODIES

The Annual General Meeting approved the remuneration report for the Company’s governing bodies for 2022. The resolution is advisory in accordance with the Finnish Companies Act.

RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

The Annual General Meeting resolved that the following annual remuneration shall be paid to the members of the Board of Directors:

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

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

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

Furthermore, travel expenses are reimbursed in accordance with the Company’s current travel reimbursement policy.

NUMBER OF MEMBERS AND ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

The Annual General Meeting resolved that the number of ordinary members of the Board of Directors shall be six (6). The Annual General Meeting resolved to re-elect Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander and Petri Suokas as members of the Board of Directors as well as elect Anna Miettinen and Carl Haglund as new members of the Board of Directors.

ELECTION AND REMUNERATION OF THE AUDITOR

The Annual General Meeting resolved that auditing firm KPMG Oy Ab continues as the auditor of the Company. Heli Tuuri, Authorised Public Accountant, shall be the principally responsible auditor. The term of office of the auditor shall end at the end of the next Annual General Meeting following the election. The auditor’s remuneration shall be paid according to a reasonable invoice approved by the Audit Committee.

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AS WELL AS THE ISSUANCE OF OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES

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

A total maximum of 1,649,250 new and/or treasury shares of the Company may be issued under the authorization (including shares issued on the basis of special rights). Within the limits of the authorization, the Board of Directors is authorized to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares.

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

The authorization revokes the authorizations granted by the Annual General Meeting on 4 April 2022 and by the Extraordinary General Meeting of 10 November 2022 concerning the issuance of shares and the issuance of option rights and other special rights entitling to shares, but not the authorization granted by the Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is valid until the end of the next Annual General Meeting, but no later than 30 June 2024.

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND/OR THE ACCEPTANCE AS PLEDGE OF THE COMPANY’S OWN SHARES

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

A maximum of 824,630 shares may be repurchased and/or accepted as pledge.

The shares will be purchased in trading organized by Nasdaq Helsinki Ltd at a price formed in public trading on the date of repurchase.

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

The authorization revokes previous authorizations granted by the general meeting to repurchase and/or accept as pledge of own shares.

The authorization is valid until the end of next Annual General Meeting, but no later than 30 June 2024.

MINUTES OF THE ANNUAL GENERAL MEETING

The minutes of the Annual General Meeting shall be available on the Company’s website on 18 April 2023 at the latest.

ORGANIZING MEETING OF THE BOARD OF DIRECTORS

The Board of Directors, which convened after the Annual General Meeting, elected Jaakko Eskola as the Chairperson of the Board of Directors and Sirpa-Helena Sormunen as Vice Chairperson of the Board of Directors. In addition, the Board of Directors elected the members of the Audit Committee and the Remuneration Committee from among its members.

Sari Helander was elected as the Chairperson of the Audit Committee and Carl Haglund and Petri Suokas as members of the Audit Committee.

Jaakko Eskola was elected as the Chairperson of the Remuneration Committee and Anna Miettinen and Sirpa-Helena Sormunen were elected as members of the Remuneration Committee.

The Board of Directors has assessed the independence of its members and concluded that all Board members are independent of the company. In addition, all members except for Jaakko Eskola are independent of the company’s major shareholders. Jaakko Eskola is not considered to be independent from major shareholders because of his role as Senior Industrial Advisor to Nidoco AB.

ENERSENSE INTERNATIONAL PLC
Board of Directors

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com                                                                    

Enersense International Plc: Managers’ transactions – Jussi Holopainen

Enersense International Plc 
Stock exchange release 3 April 2023 at 6:05 p.m.

Person subject to the notification requirement 

Name: Jussi Holopainen 

Position: Chief Executive Officer 

Issuer: Enersense International Oyj 

LEI: 743700XSMVPR48XIML56 

Notification type: INITIAL NOTIFICATION 

Reference number: 27898/8/8 

____________________________________________ 

Transaction date: 2023-04-01 

Outside a trading venue 

Instrument type: SHARE 

ISIN: FI4000301585 

Nature of transaction: OTHER  

Description of the transaction type: Receiving Merger Consideration as part of MBÅ Invest Oy’s merger into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023. 

Transaction details 

(1): Volume: 272009 Unit price: 0 N/A  

Aggregated transactions (1):  

Volume: 272009 Volume weighted average price: 0 N/A 

ENERSENSE INTERNATIONAL PLC 
Tommi Manninen 
SVP, Communications and Public Affairs 

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

DISTRIBUTION  
Nasdaq Helsinki  
Major media  
www.enersense.com

Enersense International Plc: Managers’ transactions – Jaakko Leivo

Enersense International Plc 
Stock exchange release 3 April 2023 at 6:05 p.m.

Person subject to the notification requirement 

Name: Jaakko Leivo 

Position: Other senior manager 

 Issuer: Enersense International Oyj 

LEI: 743700XSMVPR48XIML56 

Notification type: INITIAL NOTIFICATION 

Reference number: 27901/10/10 

____________________________________________ 

Transaction date: 2023-04-01 

Outside a trading venue 

Instrument type: SHARE 

ISIN: FI4000301585 

Nature of transaction: OTHER  

Description of the transaction type: Receiving Merger Consideration as part of MBÅ Invest Oy’s merger into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023. 

Transaction details: 

(1): Volume: 68002 Unit price: 0 N/A  

Aggregated transactions: (1):  

Volume: 68002 Volume weighted average price: 0 N/A 

ENERSENSE INTERNATIONAL PLC 
Tommi Manninen 
SVP, Communications and Public Affairs 

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

DISTRIBUTION  
Nasdaq Helsinki  
Major media  
www.enersense.com 

Enersense International Plc: Managers’ transactions – Suotuuli Oy

Enersense International Plc 
Stock exchange release 3 April 2023 at 6:05 p.m.

Person subject to the notification requirement 

Name: Suotuuli Oy 

Position: Closely associated person 

(X) Legal person  (1):Person Discharging Managerial Responsibilities In Issuer 

Name: Petri Suokas 

Position: Member of the Board 

Issuer: Enersense International Oyj 

LEI: 743700XSMVPR48XIML56 

Notification type: INITIAL NOTIFICATION 

Reference number: 27904/12/10 

____________________________________________ 

Transaction date: 2023-04-01 

Outside a trading venue 

Instrument type: SHARE 

ISIN: FI4000301585 

Nature of transaction: OTHER  

Description of the transaction type: Receiving Merger Consideration as part of MBÅ Invest Oy’s merger into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023. 

Transaction details 

(1): Volume: 680022 Unit price: 0 N/A  

Aggregated transactions (1):  

Volume: 680022 Volume weighted average price: 0 N/A 

ENERSENSE INTERNATIONAL PLC 
Tommi Manninen 
SVP, Communications and Public Affairs 

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

DISTRIBUTION  
Nasdaq Helsinki  
Major media  
www.enersense.com 

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

Enersense International Plc
Stock exchange release 3 April 2023 at 5:10 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act according to which Petri Suokas’s and entities’ in which he exercises control shareholding of Enersense International Plc’s all shares and voting rights has exceeded the 5 % threshold on 1 April 2023. The entity, Suotuuli Oy, in which Petri Suokas exercises control, received a total of 680,020 shares in Enersense International Plc as a Merger Consideration due to the merger of MBÅ Invest Oy into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023.

According to the notification, the total position of the party under the flagging obligation is:

% of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached 5.66 5.66 933,092
Position announced in the previous flagging notification (if applicable)

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Shares and voting rights
Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights
Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7) Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7)
FI4000301585 12,210 920,882 0.07 5.58
A TOTAL 933,092 5.66

Information about the party under the flagging obligation and about the entire chain of controlled undertakings through which shares, voting rights or financial instruments are effectively held:

Name % of shares and voting rights % of shares and voting rights through financial instruments Total shares, voting rights and financial instruments
Petri Suokas 0.07 12,210
Siementila Suokas Oy 1.46 240,860
Suotuuli Oy 4.12 680,022

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

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

DISTRIBUTION 
Nasdaq Helsinki 
Major media 
www.enersense.fi

Enersense International Plc: Flagging notification under chapter 9, section 10 of the Securities Markets Act (MBÅ Invest Oy)

Enersense International Plc
Stock exchange release 3 April 2023 at 1:50 p.m.

Enersense International Plc has received from MBÅ Invest Oy a notification under chapter 9, section 5 of the Securities Markets Act according to which the MBÅ Invest Oy’s shareholding of Enersense International Plc’s all shares and voting rights has fallen below the 5 % threshold on 1 April 2023.

MBÅ Invest Oy’s shareholding in Enersense International Plc decreased to 0 % due to its merger into Enersense International Plc as described in Enersense International Plc’s stock exchange release on 27 March 2023.

According to the notification, the total position of the party under the flagging obligation is:

% of shares and voting rights % of shares and voting rights through financial instruments Total % Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached 0 0 0
Position announced in the previous flagging notification (if applicable) 14.09 14.09

Notified details of the resulting situation on the date on which the threshold was crossed or reached:

A: Shares and voting rights
Class/type of sharesISIN code (if possible) Number of shares and voting rights % of shares and voting rights
Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7) Direct (SMA 9:5) Indirect (SMA 9:6 and 9:7)
FI4000301585 0 0
A TOTAL 0 0

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

Further information:

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

DISTRIBUTION 
Nasdaq Helsinki 
Major media 
www.enersense.fi

Enersense International Plc’s new number of shares following the merger of MBÅ Invest Oy

Enersense International Plc
Stock exchange release 1 April 2023 at 8:45 a.m.

The completion of the merger decided by the Boards of Directors of Enersense International Plc (“Enersense” or “Company”) and MBÅ Invest Oy (“MBÅ Invest”) on 27 March 2023, announced by Enersense, has been registered in the Trade Register on 1 April 2023. The new Enersense shares issued in the merger to the shareholders of MBÅ Invest as merger consideration, totalling 2,176,068 shares, have been registered in the Trade Register on 1 April 2023. The cancellation of a total of 2,176,072 Enersense shares transferred to the Company in the merger has also been registered in the Trade Register on 1 April 2023.

Following the registration of the new shares and of the cancellation of own shares transferred to the Company in the merger, the total number of Enersense’s shares is 16,492,527.

Trading in the new shares issued as merger consideration on Nasdaq Helsinki’s official list is expected to begin on 3 April 2023, whereupon the shares cancelled in connection with the merger are also delisted.

The completion of the merger is described in Enersense’s press release of 27 March 2023.

ENERSENSE INTERNATIONAL PLC
Board of Directors

Further information:

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

DISTRIBUTION 
Nasdaq Helsinki 
Major media 
www.enersense.fi

Enersense postpones the publication of the Q1/2023 Business Review

Enersense International Plc
Stock exchange release 31 March 2023 at 3:30 p.m.

Enersense International Plc (“Company”) has resolved to postpone the publication of Business Review for the first quarter (Q1) of the financial year 2023. The Company’s Q1/2023 Business Review was initially to be published on 28 April 2023. The new publication date is 8 May 2023.

Enersense International Plc
BOARD OF DIRECTORS

Further information:

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

DISTRIBUTION
Nasdaq Helsinki
Main media
www.enersense.com

Enersense International Plc and MBÅ Invest Oy complete merger

Enersense International Plc
Stock exchange release 27 March 2023 at 9:40 a.m.

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

The Boards of Directors of Enersense International Plc (“Enersense” or “the Company”) and MBÅ Invest Oy (“MBÅ Invest “) have today decided to complete the merger of MBÅ Invest with Enersense in accordance with the merger plan signed on 23 September 2022. The registration of the completion of the merger in the Trade Register is expected to take place on 1 April 2023.

Issuing Enersense’s new shares to the shareholders of MBÅ Invest as merger consideration and cancellation of the Company’s shares transferred to Enersense in connection with the merger

According to the merger plan:

  • The total number of Enersense’s new shares issued to the shareholders of MBÅ Invest as merger consideration is adjusted to match the total number of Enersense’s shares owned by MBÅ Invest on the effective date of the merger (“Total Amount of Merger Consideration”), however, such that the number of Enersense’s new shares to be issued as merger consideration may be a maximum of 2,253,072; and
  • The distribution of the Total Amount of Merger Consideration among the shareholders of MBÅ Invest is based on MBÅ Invest’s ownership at the end of the day preceding the Effective Date of the Merger. As merger consideration, MBÅ Invest’s shareholders will receive, of the Total Amount of Merger Consideration, an amount of Enersense’s new shares that corresponds to the shareholder’s ownership in MBÅ Invest at the end of the day preceding the Merger’s effective date (“Merger Consideration”). If the number of Enersense shares received by a shareholder of MBÅ Invest as Merger Consideration (for each book-entry account) is a fraction, the number of new shares to be issued as Merger Consideration will be rounded down to the nearest whole share.

On the basis of the merger plan, a total of 2,176,068 new Enersense shares will be issued as Merger Consideration to the shareholders of MBÅ Invest. The shares issued as Merger Consideration are to be entered in the Trade Register on 1 April 2023, and trading in the new shares on Nasdaq Helsinki’s official list is expected to begin around 3 April 2023. 

Based on the merger plan, the Board of Directors of Enersense has decided to cancel the Enersense shares transferred to the Company in connection with the merger, totalling of 2,176,072 shares, and they are estimated to be removed from the Trade Register on 1 April 2023. Through the registration of the new shares issued as Merger Consideration on completion of the merger, and the cancellation of own shares transferred to the Company in connection with the merger, the number of Enersense shares will be 16,492,527 and the Company’s share capital will remain at EUR 80,000.

In connection with the merger, all shareholders of MBÅ Invest have committed to the transfer restrictions concerning the new Enersense shares they receive as Merger Consideration, as specified in greater detail in the provisions of the combination agreement made between the Company and MBÅ Invest and its shareholders. The transfer restrictions apply to a total of 100 percent of the shares received by MBÅ Invest’s shareholders as Merger Consideration for a period of 12 months from the listing of the shares, with the following exceptions:

(i)         Each MBÅ Invest shareholder has the right to sell or otherwise transfer, without limitations, a maximum of 50,000 shares;

(ii)        MBÅ Invest’s shareholders, except for Jussi Holopainen, Jaakko Leivo and Suotuuli Oy, have the right to sell or otherwise transfer their shares received as Merger Consideration without time limits as a so-called block trade, provided that in one and the same block trade carried out by the shareholder, the transfer includes at least 120,000 shares;

(iii)       Jussi Holopainen, Jaakko Leivo and Suotuuli Oy may, for the part that exceeds the amount specified under item (i), without limitations sell or otherwise transfer 50% of the shares they received as Merger Consideration after a period of twelve (12) months, and the remaining 50% of the shares after a period of twenty-four (24) months from the listing of the shares.

Other matters related to the completion of the merger

The purpose of the merger is to increase the transparency and equality of the ownership and governance of Enersense and to simplify its ownership structure.  The completion of the merger will bring MBÅ Invest’s holding better to the fore and also make the true ownership of Enersense’s executives in the Company transparent. The long-term transfer restrictions on shares concerning the new shares issued as Merger Consideration also serve to bind the Company’s management. The elimination of indirect ownership is also aimed at improving the liquidity of Enersense shares.

The costs incurred by the merger will be borne by MBÅ Invest, and the merger will not incur any costs or additional liabilities to Enersense. MBÅ Invest has not had employees, and it is not engaged in any other business than the management of its Enersense shares.

Related party transaction

The Merger constitutes a related party transaction for Enersense since MBÅ Invest has been Enersense’s related party exercising significant influence.  Furthermore, Enersense’s Board Member Petri Suokas, President and CEO Jussi Holopainen and Executive Team Member Jaakko Leivo are MBÅ Invest’s shareholders. Petri Suokas and Jussi Holopainen are also members of the Board of Directors of MBÅ Invest. According to the assessment by Enersense’s Board of Directors, the related party transaction is in the best interest of the Company, and it will be conducted under customary commercial terms. Petri Suokas, Jussi Holopainen and Jaakko Leivo have not participated in the discussion concerning the merger or in the decision-making of Enersense’s Board of Directors. The related party transaction was supported by all members of the Board of Directors of Enersense who are not in a related party relationship with MBÅ Invest or the matter to be resolved. 
 

ENERSENSE INTERNATIONAL PLC
Board of Directors

Further information:

Jaakko Eskola, Chair of the Board

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

DISTRIBUTION 
Nasdaq Helsinki 
Major media 
www.enersense.fi

Important notice

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

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

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

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

Enersense’s annual reporting documents have been published

Enersense International Plc
Stock Exchange Release 9 March 2023 at 10:15 a.m.

Enersense has published its 2022 annual reporting documents that include the Financial Statement Documents (Board of Directors’ Report, Financial Statements, Auditor’s Report), the Corporate Governance Statement, the Remuneration Report and the Annual Report.

The Financial Statement Documents have been published in accordance with the European Single Electronic Format (ESEF) reporting requirements as XHTML file in Finnish. The primary statements and the notes to the Financial Statements have been labelled with XBRL tags. The audit firm KPMG Oy Ab has provided Enersense an independent auditor’s reasonable assurance report on Enersense’s ESEF Financial Statements in accordance with ISAE 3000 (Revised).

The ESEF Financial Statement Documents in Finnish are available in the zip file attached to this release.

The Financial Statement Documents, the Corporate Governance Statement, the Remuneration Report, and the Annual Report have also been published in pdf-format and are attached to this release.  

Enersense’s 2022 annual reporting documents are also available https://enersense.com/press-releases/reports-and-presentations/.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

DISTRIBUTION
Nasdaq Helsinki
Major media
www.enersense.fi

The name of Megatuuli Oy changes to Enersense Wind Oy

Enersense International Plc
Press release 6 March 2023 at 2:00p.m.

Megatuuli Oy, an onshore wind power developer, owned by Enersense International Plc, a provider of zero-emission energy solutions, changes its name to Enersense Wind Oy.

The name change is part of the integration process and harmonisation of the names of Enersense’s subsidiaries. Enersense acquired Megatuuli on 1 February 2022.

The name change will not have an effect on the company’s business identity code, it will remain the same.

“Enersense has a lot of competence in wind power project development, design, construction, and maintenance. Under the common Enersense brand, I believe that we will be able to promote our green transition goals more fully and broadly,” says Lauri Lammivaara, Vice President, Wind Power Development at Enersense.

More information:  

Lauri Lammivaara, Vice President, Wind Power Development
Tel. +358 440 330 498
Email. lauri.lammivaara@enersense.com

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

Entering the green hydrogen economy: Enersense delivers modular structures to Q Power for a synthetic methane production plant

Enersense International Plc
Investor news, 6 March 2023 at 12:00 p.m.

Enersense, a provider of zero-emission energy solutions, and Q Power, a company specialising in Power-to-X technology deliveries, have entered into a significant agreement on the delivery of steel structures for reactor modules for a methanation plant. The agreement is related to the synthetic methane production plant delivered by Q Power to P2X Solutions in Harjavalta. The plant is being built in connection with a green hydrogen production plant. P2X’s green hydrogen and synthetic methane production plants are pioneers in the Finnish hydrogen economy and the production of synthetic fuels in Finland. They are the first plants of their kind and scale in the country.

Some of the hydrogen produced sustainably in Harjavalta will be processed into synthetic methane at the methanation plant supplied by Q Power. The plant will be delivered and commissioned in 2024 at the same time as the green hydrogen production plant. The modular structures will be manufactured in Enersense’s production facilities in Mäntyluoto. The order will be recognised in the order book of Enersense’s Smart Industry business area for the first quarter of 2023.

Q Power’s process is live: the reactors contain microbes, the core element of methanation, which is why the reactors must be of an extremely high and consistent quality.

“In addition to efficient production, it’s important that we can rely on our partner for high quality in manufacturing. We selected Enersense as the supplier for the Harjavalta project because they have expertise in the serial production of high-quality products of this kind. We want to provide Q Power’s microbes with the best possible environment,” says Marko Niskanen, Technical Director at Q Power.

Finland’s first e-methane production plant, delivered by Q Power, is a visible sign of the progress of the energy transition.

“Enersense wants to contribute to building a zero-emission energy system. We have been involved in developing various renewable energy production solutions for a long time and have delivered life-cycle services to the energy sector. It’s great that Q Power has selected us to join this project. It shows that we have been successful in our work,” says Jaakko Leivo, EVP, Smart Industry at Enersense.

In addition to high quality, it is important the partners have common operating principles.

“We share with Enersense a common vision and goal of building a zero-emission energy system. We are delighted that our contract partner has values similar to ours, as well as strong technological expertise,” says Marko Niskanen, Q Power.

Enersense owns 16.3% of P2X Solutions. Through P2X, Enersense is involved in reducing the emissions of heavy transport using hydrogen and synthetic fuels and in enabling energy storage opportunities created by green hydrogen.

More information:

Enersense
Jaakko Leivo, EVP, Smart Industry
Tel. +358 40 079 4543
Email: jaakko.leivo@enersense.com

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

Q Power
Eero Paunonen, CEO
Tel. +358 44 425 2269
Email: eero.paunonen@qpower.fi

Marko Niskanen, Technical Director
Tel. +358 50 357 5363
Email: marko.niskanen@qpower.fi

Q Power in brief:
Q Power enables its customers’ transition towards a fossil-free and self-sufficient energy system by developing and supplying cost-effective, highly efficient production technologies. Towards the end of the decade, our goal is to provide 500 MW of production capacity for renewable synthetic fuels annually. Q Power – Concrete solutions for fighting climate change www.qpower.fi

The name of Unified Chargers Oy changes to Enersense Charging Oy

Enersense International Plc
Press release 2 March 2023 at 12:40 p.m.

Unified Chargers Oy, a manufacturer of fast charging stations for electric vehicles and a company owned by Enersense International Plc, a provider of zero-emission energy solutions, changes its name to Enersense Charging Oy.

The name change is part of the integration process and harmonisation of the names of Enersense’s subsidiaries. Enersense acquired Unified Chargers on 15 November 2022.

The name change will not have an effect on the company’s business identity code, it will remain the same.

“The common Enersense brand brings us more growth opportunities in Finland and globally. We want to be a key enabler of emission-free transport, providing advanced and smart charging solutions to meet the growing and changing needs,” says Topias Koskela, Head of EV Charging Solutions, Enersense.

More information:  

Topias Koskela, Head of EV Charging Solutions
Tel. +358 50 401 7294
Email: topias.koskela@enersense.com 

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

The project of 50 wind power plants in Yli-Olhava, Ii, included in Enersense’s project development portfolio, is progressing

Enersense International Plc
Investor News 1 March 2023 at 2:15 p.m.

The Yli-Olhava wind-power park project in Ii developed by Megatuuli Oy, a subsidiary of Enersense, a provider of zero-emission energy solutions, is progressing as planned. By its ruling of 28 February, the Supreme Administrative Court rejected the application for leave to appeal concerning the adoption of the local master plan, and the plan has thus gained legal force.

On 1 February 2021, the Municipal Council of Ii unanimously approved the Yli-Olhava wind farm component master plan, which allows the construction of 50 wind power plants in the area. Megatuuli has leased more than 6,000 hectares of land for the project, and the project involves more than 100 landowners. The project will be developed in collaboration with Megatuuli’s French partner Valorem, and the project investment is estimated to be in the range of EUR 400–500 million. Wind measurements have been under way for more than two years, and the wind conditions in the area are excellent. When completed, the wind farm is estimated to generate more than 1 TWh of electricity, or about 1.5% of Finland’s total electricity demand.

“This is a major project of great importance for us, and we are pleased that we reached this important milestone and that the project now proceeds to the next stages. The project is also of great importance to the municipality of Ii, as the municipality will receive considerable property tax revenue. The wind farm has been estimated to yield annual property tax revenue of over EUR 1,5 million to the municipality of Ii,” says Lauri Lammivaara, Vice President of Wind Power Development at Enersense.

The other financial impact on the municipality and the neighbouring municipalities is also estimated to be significant. The project will create new jobs and also provide employment opportunities indirectly. The investment decision in the project is estimated to be made in 2024–2025.

More information:  

Lauri Lammivaara, Vice President, Wind Power Development
Tel. +358 440 330 498
Email. lauri.lammivaara@enersense.com

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

Notice convening Enersense International Plc’s Annual General Meeting

Enersense International Plc
Stock exchange release 27 February 2023 at 2.30 p.m.

Notice is given to the shareholders of Enersense International Plc (“Enersense” or the “Company”) to the Annual General Meeting (the “General Meeting”) to be held on Tuesday 4 April 2023 at 2:00 p.m. (EET) at Hotel Haven, Auditorium, at the address Unioninkatu 17, FI-00130 Helsinki, Finland. The reception of persons who have registered for the meeting, the distribution of voting tickets and serving of coffee before the meeting will commence at 1:00 p.m. (EET) at the meeting venue.

The Company’s shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in this General Meeting notice in section “C. Instructions for the participants in the General Meeting”.

  1. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

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

  1. Opening of the meeting
  2. Calling the meeting to order
  3. Election of persons to scrutinize the minutes and to supervise the counting of votes
  4. Recording the legality of the meeting
  5. Recording the attendance at the meeting and adoption of the list of votes
  6. Presentation of the financial statements, which include the consolidated financial statements, the report of the Board of Directors and the auditor’s report for the financial period 1 January 2022 to 31 December 2022

 

          CEO’s review

The financial statements of Enersense, which include the consolidated financial statements, the report of the Board of Directors and the auditor’s report, will be available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ during week 10 at the latest.

  1. Adoption of the financial statements

 

  1. Resolution on the use of the result shown on the balance sheet and the distribution of funds

The Board of Directors proposes to the General Meeting that the result for the financial period 1 January 2022 to 31 December 2022 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet to be adopted for the financial period, funds be distributed to shareholders from the invested unrestricted equity reserve of the Company as a return of capital of EUR 0.10 per share, i.e. EUR 1,649,253.10 in total. The return of capital shall be paid in two instalments.

The first instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the first instalment of the return of capital on 6 April 2023. The Board of Directors proposes that the first instalment of the return of capital shall be paid as from 5 May 2023.

The second instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date for the second instalment of the return of capital, as later decided by the Board of Directors. The Board of Directors will decide the record date and the payment date for the second instalment of the return of capital at its meeting to be held in October 2023. The record date for the second instalment of the return of capital is planned to be on 1 November 2023, and the payment date as from 8 November 2023.

According to the proposal, no dividend would be paid based on the balance sheet to be adopted for the financial period.

  1. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2022 to 31 December 2022

 

  1. Consideration of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2022 be approved. The resolution is advisory in accordance with the Finnish Companies Act.

The remuneration report will be available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ during week 10 at the latest.

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

The Shareholders’ Nomination Board proposes to the General Meeting that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be:

  • annual fee of EUR 42,000 (40,000) for the Chair
     
  • annual fee of EUR 32,000 (30,000) for the Vice Chair
     
  • annual fee of EUR 27,000 (25,000) for each member

In addition, meeting fees for each meeting of the Board of Directors and committees:

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

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

  1. Resolution on the number of members of the Board of Directors

According to the Company’s Articles of Association, the Board of Directors consists of at least three (3) and a maximum of seven (7) members.

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

  1. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2024, Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander and Petri Suokas will be re-elected as board members, and Anna Miettinen and Carl Haglund will be elected as new board members. Current board members Herkko Plit and Päivi Jokinen will no longer continue as board members.

The Nomination Board has considered the requirements set by Enersense’s operations and Enersense’s diversity principles as it has prepared the composition of the Board of Directors.

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

The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends the first meeting of the Board of Directors that Jaakko Eskola is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is elected as Vice Chair of the Board of Directors.

All candidates have given their consent to be elected for the duty and the Nomination Board assesses that all candidates are independent of the company at the time of submitting the proposal. In addition, Sirpa-Helena Sormunen, Sari Helander, Carl Haglund and Anna Miettinen are independent of any significant shareholders. Jaakko Eskola is not independent of one of the company’s significant shareholders as he holds the position of Senior Industrial Advisor at Nidoco AB. Petri Suokas is not independent of one of the company’s significant shareholders as he is a member of the Board of Directors of MBÅ Invest Oy.

  1. 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.

  1. Election of the auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that auditing firm KPMG Oy Ab be re-elected as the Company’s auditor. KPMG Oy Ab has notified the Company that Authorized Public Accountant Heli Tuuri would be the principally responsible auditor. The term of office of the auditor shall end at the end of the next Annual General Meeting following the election.

The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014). The Audit Committee hereby confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the General Meeting as regards the appointment of the auditor, has been imposed upon it.

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

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

A total maximum of 1,649,250 new and/or treasury shares of the Company may be issued under the authorization (including shares issued on the basis of special rights), which corresponds to approximately 10 percent of all the shares in the Company at the time of the convocation of the General Meeting.

Within the limits of the authorization, the Board of Directors is authorized to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares.

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

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

The authorization revokes the authorizations granted by the Annual General Meeting on 4 April 2022 and by the Extraordinary General Meeting of 10 November 2022 concerning the issuance of shares and the issuance of option rights and other special rights entitling to shares, but not the authorization granted by the Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is proposed to be valid until the end of the next Annual General Meeting, but no later than 30 June 2024.

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

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

A maximum of 824,630 shares may be repurchased and/or accepted as pledge, which corresponds to approximately 5 percent of all the shares in the Company at the time of the convocation of the General Meeting.

The shares will be purchased in trading organized by Nasdaq Helsinki Ltd at a price formed in public trading on the date of repurchase.

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

The authorization revokes previous authorizations granted by the general meeting to repurchase and/or pledge shares.

The authorization is proposed to be valid until the end of next Annual General Meeting, but no later than 30 June 2024.

  1. Closing of the meeting
  1. DOCUMENTS OF THE GENERAL MEETING

The proposals for decisions on the matters on the agenda of the General Meeting as well as this notice are available on the Company’s website at https://enersense.com/investors/governance/general-meeting/. The financial statements, including the consolidated financial statements, the report of the Board of Directors and the auditor’s report, as well as the remuneration report will also be available on the above website during week 10 at the latest. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting. The minutes of the General Meeting will be available on the Company’s website on Tuesday 18 April 2023 at the latest.

  1. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
     
  1. Shareholders recorded in the shareholders’ register

Each shareholder that is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the record date of the General Meeting on 23 March 2023 has the right to participate in the General Meeting in accordance with the instructions presented below. Shareholders, whose shares are registered on their personal Finnish book-entry account (including equity savings account), is registered in the shareholders’ register of the Company.

Registration

A shareholder that is registered in the Company’s shareholders’ register and that wishes to participate in the General Meeting must register for the General Meeting at the latest by Wednesday 29 March 2023 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the General Meeting and the advance voting commence on Tuesday 28 February 2023 at 10:00 a.m. (EET). Additional information on the advance voting is presented below under section C.4.

Registration for the General Meeting takes place:

a. Through the Company’s website at the address:
https://enersense.com/investors/governance/general-meeting/

Registration by natural persons requires strong electronic authentication. A natural person logging in to the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the General Meeting, authorize a proxy representative and vote in advance in one session. Strong electronic authentication takes place using personal Finnish online banking credentials or a mobile certificate.

For legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide their book-entry account number, Business ID and other required information. If a legal person uses a Suomi.fi e-Authorization, registration requires strong electronic authentication of the authorized person by using personal Finnish online banking credentials or a mobile certificate.

b. By email to yhtiokokous@enersense.com

When registering, the shareholder’s name, date of birth or Business ID, address, phone number and the name of the shareholder’s possible legal representative, proxy representative or assistant and the legal representative’s, proxy representatives or assistant’s date of birth must be provided. The personal data provided to Enersense or Euroclear Finland Oy are used only in connection with the General Meeting and with the processing of related registrations.

  1. Holder of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on Thursday 23 March 2023. The right to participate in the General Meeting requires, in addition, that the shareholder based on such shares has been temporarily registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy at the latest by Thursday 30 March 2023, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting.

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

For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the General Meeting on the Company’s website, but they must be registered by their custodians instead.

  1. Proxy representative and proxy authorization documents

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

A model proxy authorization document will be available on the Company’s website at the address https://enersense.com/investors/governance/general-meeting/ by Tuesday 28 February 2023 at the latest.

Proxy authorization documents are requested to be delivered primarily as an attachment in connection with the registration for the General Meeting, or alternatively to the Company in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com, so that they are received before the end of the registration period. A proxy representative must be prepared to present the proxy document also at the meeting venue.

Shareholders that are legal persons may also, as an alternative to traditional proxy authorization document, use the electronic Suomi.fi authorization service. In this case, the legal person authorizes its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. When registering, authorized representatives must identify themselves in the general meeting service with strong electronic authentication, after which the electronic mandate is automatically verified. Strong electronic authentication takes place using personal Finnish online banking credentials or a mobile certificate. More information is available on the website www.suomi.fi/e-authorizations .

  1. Advance voting

Shareholders that have a Finnish book-entry account (including equity savings account) may vote in advance on certain items on the agenda of the General Meeting during the period Tuesday 28 February 2023 at 10:00 a.m. (EET) – Wednesday 29 March 2023 at 4:00 p.m. (EET). In addition, account managers of custodians may vote in advance on behalf of holders of nominee-registered shareholders they represent in accordance with their voting instructions provided by them within the registration period set for nominee-registered shares.

A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

Shareholders that have voted in advance and that wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote at the General Meeting or to vote on any other proposals to be made at the meeting, must attend the General Meeting at the meeting venue in person or by way of proxy representation.

Advance voting is possible by the following means:

a) through the Company’s website at the address:

https://enersense.com/investors/governance/general-meeting/
 

For natural persons, the electronic voting in advance requires strong electronic authentication and the shareholder may register and vote in advance by logging in with personal Finnish online banking credentials or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information.

b) by email:

A shareholder may send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email to the address yhtiokokous@euroclear.eu.

The advance voting form is available on the Company’s website at the latest from Tuesday 28 February 2023 at 10:00 a.m. (EET) onwards. Representatives of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting.

If a shareholder participates in the General Meeting by sending votes in advance to Euroclear Finland Oy, the delivery of the votes before the end of the registration and advance voting period shall constitute due registration for the General Meeting, provided that the above-mentioned information required for registration and advance voting is also delivered.

Instructions relating to the electronic advance voting may also be found on the Company’s website at the address https://enersense.com/investors/governance/general-meeting/ at the latest from Tuesday 28 February 2023 onwards.

  1. Other instructions and information

The language of the meeting is Finnish.

A shareholder present at the General Meeting has the right, under Chapter 5, section 25 of the Finnish Companies Act, to request information on matters considered at the meeting.

The information on the General Meeting required by the Finnish Companies Act and the Finnish Securities Market Act is available on the Company’s website at https://enersense.com/investors/governance/general-meeting/ .

On the date of this notice to the General Meeting, 27 February 2023, the total number of shares in Enersense International Plc is 16,492,531, which represent the same number of votes. The Company holds no treasury shares.

Changes in shareholdings after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder at the General Meeting.

In Pori, 27 February 2023

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

Tommi Manninen, Senior Vice President, Communications and Public Affairs

Phone: +358 40 043 7515

Email: tommi.manninen@enersense.com

 

DISTRIBUTION:

Nasdaq Helsinki

Major media

www.enersense.com                                                                    

 

The Board of Directors of Enersense International Plc decided on the group key employee incentive plan

Enersense International Plc
Stock Exchange Release 27 February 2023 at 1:50 p.m.

The Board of Directors of Enersense International Plc has decided on new share-based incentive plan directed to the Group key employees. The aim is to align the objectives of the shareholders and key employees for increasing the value of the company in the long-term, to retain the key employees at the company and to offer them competitive incentive plan that is based on earning and accumulating the company’s shares. The new incentive plan is a continuation of the Performance Share Plan 2022-2025 decided in February 2022. The new Performance Share Plan 2023-2025 consists of one performance period, covering the financial years 2023-2025.

In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The rewards of the plan are based on the absolute total shareholder return of the company’s share (TSR) for the financial years 2023-2025, on the Group’s cumulative Operating Profit in euro for the financial years 2023-2025, and on the Group’s ESG development program.

The potential rewards based on the plan will be paid after the end of the performance period, in spring 2026. The rewards will be paid partly in Enersense International Plc shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and statutory social security contributions arising from the rewards to the participants. In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment.

The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 241.000 Enersense International Plc shares, also including the proportion to be paid in cash. Approximately 40 persons, including the President and CEO and other members of the Group Executive Team, belong to the target group of the plan.

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

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense updates its disclosure policy

Enersense International Plc
Stock Exchange Release 27 February 2023 at 1:00p.m.

The Board of Directors of Enersense International Plc has, on 27 February 2023, approved an updated disclosure policy, which describes the key disclosure principles Enersense observes in its investor communications. The updated disclosure policy comes into force with immediate effect. The main change to the disclosure policy concerns a new “investor news” category for releases. In addition, some technical updates, mainly relating to internal responsibilities, have been made to the company’s disclosure policy.

Enersense will begin publishing investor news alongside stock exchange releases and press releases. In the investor news category, the company significant events related to the company’s business, such as customer orders and M&A activities, other strategically significant events or changes in the company’s operations that do not meet the regulatory criteria set for stock exchange releases or those set in the disclosure policy but are deemed to be of general interest to investors.

The updated disclosure policy is attached to this release. The policy is also available on the company’s website.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense International Plc’s Financial Statement Bulletin 2022: Record-high order backlog at EUR 415 million – onshore wind power project portfolio increased to 8,000 MW

Enersense International Plc
Financial Statement Bulletin 27 January 2023 at 12:30 p.m.

The figures in this bulletin are unaudited. The figures in brackets refer to the corresponding period of the previous year unless otherwise stated. All figures and sums have been rounded off from the exact figures which may lead to minor discrepancies upon addition or subtraction.

OCTOBER–DECEMBER 2022

 Revenue was EUR 90.0 (65.9) million, +36.6 % year-on-year.

 EBITDA was EUR 3.4 (6.2) million. The EBITDA margin was 3.7 (9.4) %.

 Adjusted EBITDA was EUR 4.3 (7.5) million or 4.8 (11.4) % of revenue.

 The operating profit was EUR 1.1 (4.0) million. The profit margin was 1.2 (6.1) %.

 Undiluted earnings per share were EUR -0,04 (0.26).

 

JANUARY–DECEMBER 2022

 Revenue was EUR 268.0 (239.1) million, +12.1 % year-on-year.

 EBITDA was EUR 12.2 (16.6) million. The EBITDA margin was 4.6 (7.0) %.

 Adjusted EBITDA was EUR 13.7 (19.2) million, or 5.1 (8.0) % of revenue.

 The operating profit was EUR 3.5 (6.8) million. The profit margin was 1.3 (2.9) %.

 Undiluted earnings per share were EUR -0.11 (0.35).

     Onshore wind power project portfolio was approximately 8,000 MW at the end of the year 2022 (9/2022: 3,000 MW).

 The order backlog stood at EUR 415 (291) million.

 

 On 11 October 2022, the Finnish Competition and Consumer Authority approved a business transfer through which certain operation and maintenance services of Helen Oy would be transferred to Enersense.

     On 20 October 2022, Enersense announced that it had further specified the focus areas of its growth strategy and would focus on zero-emission transport alongside onshore and offshore wind power and solar energy. This supports the company’s long-term financial targets, which remained unchanged.

     Enersense’s acquisition of Unified Chargers Oy, a Finnish start-up which manufactures fast and high-power charging stations for electric vehicles, was completed on 15 November 2022.

     The offering of a EUR 26 million Senior Unsecured conditionally Convertible Note due January 2027 was completed on 2 December 2022.

     On 9 December 2022, Enersense and Elisa signed a project agreement of EUR 30 million on the construction of an optical fibre network in Finland.

After the review period:

     On 13 January 2023, Enersense announced that the Finnish Competition and Consumer Authority had decided to extend the processing of the acquisition concerning Voimatel Oy.

     On 17 January 2023, Enersense announced that it had signed an agreement of around EUR 35 million on the construction of an optical fibre network in Finland with Valoo, a Finnish optical fibre company.

     On 23 January 2023, Enersense announced that its adjusted EBITDA would exceed its guidance (positive profit warning).

     On 26 January 2023, Enersense announced that the Shareholders’ Nomination Board proposes that Anna Miettinen/Ensto Invest and Carl Haglund/Veritas will be elected as new board members.

     On 15 February 2023, Enersense announced that it withdraws from the acquisition of Voimatel Oy.

DISTRIBUTION OF FUNDS TO THE SHAREHOLDERS

The Board of Directors of Enersense proposes to the General Meeting that the result for the financial period 1 January 2022 to 31 December 2022 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet to be adopted for the financial period, funds be distributed to shareholders from the invested unrestricted equity reserve of the Company as a return of capital of EUR 0.10 per share, i.e. EUR 1,649,253.10 in total. The return of capital shall be paid in two instalments.

The first instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the first instalment of the return of capital on 6 April 2023. The Board of Directors proposes that the first instalment of the return of capital shall be paid as from 5 May 2023.

The second instalment, EUR 0.05 per share, shall be paid to shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date for the second instalment of the return of capital, as later decided by the Board of Directors. The Board of Directors will decide the record date and the payment date for the second instalment of the return of capital at its meeting to be held in October 2023. The record date for the second instalment of the return of capital is planned to be on 1 November 2023, and the payment date as from 8 November 2023.

According to the proposal, no dividend would be paid based on the balance sheet to be adopted for the financial period.

GUIDANCE FOR THE 2023 FINANCIAL YEAR

In 2023, Enersense’s revenue is expected to be in the range of EUR 280–310 million and adjusted EBITDA in the range of EUR 12–18 million.

Enersense’s business environment is estimated to be developing favourably and the revenue is expected to grow. We have managed to accelerate the wind power portfolio development and we assume that the same development continues. Profitability will be impacted by the implementation of the new ERP-system as well as on-going investments in developing the offshore wind power business and acceleration of onshore wind power project development. At the end of 2022 the company completed an offering of EUR 26 million convertible bond in order to implement these investments.

BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS

The 2023 Annual General Meeting of Enersense International Plc is scheduled to take place on Tuesday 4 April 2023. The company’s Board of Directors will convene the Annual General Meeting separately.

Enersense’s Financial Statements and Board of Directors’ Report (ESEF), Corporate Governance Statement and Remuneration Report for 2022 will be published during the week beginning 6 March 2023. All reports will be available on the company’s website at  www.enersense.com/en/investors/. 

WEBCAST

A webcast for media representatives, investors and analysts will be held on 27 February 2023 at 2.45 p.m. The webcast is held in Finnish. The webcast can be followed live at  https://enersense.videosync.fi/q4-2022-result

Key figures

 

10–12/2022

10–12/2021

1–12/2022

1–12/2021

Revenue (EUR 1,000)

 90,033

 65,909

 268,037

 239,110

EBITDA (EUR 1,000)

 3,367

 6,188

 12,210

 16,639

EBITDA, %

 3.7

 9.4

 4.6

 7.0

Adjusted EBITDA (EUR 1,000)

 4,350

 7,525

 13,654

 19,231

Adjusted EBITDA, %

 4.8

 11.4

 5.1

 8.0

Operating profit (EUR 1,000)

 1,095

 4,047

 3,479

 6,834

Operating profit, %

 1.2

 6.1

 1.3

 2.9

Result for the period (EUR 1,000)

 -668

 3,349

 -2,429

 3,973

Equity ratio, %

 28.8

 35.6

 28.8

 35.6

Gearing, %

 19.0

 3.6

 19.0

 3.6

Return on equity, %

 -1.1

 7.0

 -4.3

 8.3

Earnings per share, undiluted, EUR

 -0.04

0.26

-0.11

 0.35

Earnings per share, diluted, EUR

 -0.04

 0.26

 -0.11

 0.35

President and CEO Jussi Holopainen

“2022 was characterised by growing geopolitical tensions, global economic uncertainty, and the energy crisis in Europe, all of which are related to the aggressive Russian attack on Ukraine in February 2022. In this business environment, the past year was twofold for Enersense. Our revenue increased to EUR 268 (239) million and the order backlog increased significantly, but profitability was weakened, for instance, by multiplier effects of the war, which could not be offset by the increase in volumes.

In the summer, we were already anticipating that the full year would be challenging in terms of profitability. Although our adjusted EBITDA exceeded the updated guidance we issued in July, it stayed low at EUR 13.7 (19.2) million. The improvement of the profitability of our core business operations is at the top of the management’s agenda, and we are actively continuing our measures to turn the trend around. At the same time, however, it is my pleasure to announce that the investments in our growth strategy have already begun to be reflected in orders received. Our order backlog increased by 42 per cent compared with the end of 2021 and grew to EUR 415 million.

The strong order backlog gives us a good starting point for the year. In the financial guidance we have published today we estimate that the business environment is developing favourably and the revenue for 2023 is expected to be in the range of EUR 280–310 million. The adjusted EBITDA is expected to be in the range of EUR 12-18 million. We have managed to accelerate the wind power portfolio development and we assume that the same development continues. Profitability will be impacted by the implementation of the new ERP-system as well as on-going investments in developing the offshore wind power business and acceleration of onshore wind power project development. We expect these development projects to proceed so that they will not burden our profitability in 2024 anymore and we can expect the EBITDA to continue to increase.

To our disappointment, the Finnish Competition and Consumer Authority’s assessment of the Voimatel transaction led us to withdraw from it. According to our assessment the transaction would have been a good solution for creating, developing and maintaining critical telecommunications and network infrastructure for the whole of Finland. However, the non-implementation of the acquisition will have no effect on the objectives of our growth strategy and their attainment. In 2022, we proceeded in implementing our strategy in many fronts.

In the third quarter, our order backlog reached record levels with the inclusion of a service contract on the provision of the operation and maintenance services that were transferred from the Helen energy company to Enersense as part of a business transfer. In October, we acquired a Finnish start-up which manufactures fast and high-power charging stations for electric vehicles. In December, we announced its first significant order, a delivery of heavy-duty fast-charging sites for e-trucks to Sweden. In December, we also announced that Enersense will deliver structural components for three offshore substations to the Danish Bladt Industries, a leading European provider of foundations for offshore wind power plants. For around a year, we have been investing in the ramp-up of Enersense Offshore, and already this first project, running until the second quarter of 2024, will employ up to 300 people in our Mäntyluoto production facilities. Orders related to the core operations of all our business areas have also developed favourably.

In addition to strong core businesses, we want to focus on seeking growth from offshore wind power foundations, renewable energy, and zero-emission transport. Orders received at the end of last year in the offshore wind power and EV charging businesses are evidence of our great success within these focus areas of our specified growth strategy. Today, we have also reported on the significant advancement in the development of the onshore wind power project portfolio. At the end of 2022, the project portfolio was already approximately 8,000 MW whereas in September it was around 3,000 MW. With our solar power projects, the size of our renewable energy project portfolio is altogether over 8,000 MW, which gives us a solid ground on which to build our target to have our own 600 MW onshore wind and 100 MW solar power production.

Besides these Enersense projects, we are also a co-owner in P2X, a producer of green hydrogen. P2X Solutions’ Harjavalta plant is Finland’s first industrial-scale green hydrogen production plant that is progressing to the construction stage, and the foundation stone of the plant was laid in January 2023. We consider hydrogen to play a significant role in the green transition, both in storing electricity and enabling zero-emission heavy transport, and we are pleased to be able to support P2X in executing this development.

We have set ourselves ambitious financial targets of EUR 500 million in revenue and EUR 100 million in profitability (EBITDA) by 2027. This growth also requires financial investments. At the beginning of December, we issued Enersense’s first convertible bond, raising a total of EUR 26 million for investments and other business developments, among additional purposes. We are delighted with the support that both new and former investors have shown through their investments in Enersense and its journey as an enabler of the European energy transition.”

This release is a summary of Enersense’s Financial Statement Bulletin 2022. 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.
 

ENERSENSE INTERNATIONAL PLC

Tommi Manninen

SVP, Communications and Public Affairs
 

More information:  

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

Mikko Jaskari, CFO
Tel.: +358 40 053 5337​
Email: mikko.jaskari@enersense.com​

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

Distribution:

Nasdaq Helsinki

Major media

www.enersense.com

Enersense will publish its Financial Statement Bulletin for the year 2022 on Monday 27 February – live webcast of the results at 2.45 p.m.

Enersense International Plc   
Press release 20 February 2023 at 11.30 a.m.

Enersense International Plc, a creator of zero-emission energy solutions, will publish its Financial Statement Bulletin for the year 2022 on Monday 27 February 2023 at approximately 12 p.m. After the publication the Financial Statement Bulletin will be available at the company’s web page at www.enersense.com.

President and CEO Jussi Holopainen and CFO Mikko Jaskari will go through 2022 results at a live webcast starting at 2.45 p.m. The event will be held in Finnish, and it can be followed from the following link: https://enersense.videosync.fi/q4-2022-result. A recording of the event will be available on Enersense’s web page later.

More information:

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

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

Insider information: Enersense withdraws from the acquisition of Voimatel Oy

Enersense International Plc
Insider information 15 February 2023 at 3.00 p.m.

Enersense withdraws from the merger concerning Voimatel Oy. On 13 January 2023, the Finnish Competition and Consumer Authority (FCCA) decided to initiate further proceedings regarding the acquisition, because it considered it necessary to continue investigating its competition impacts. The further proceedings may take a maximum of 69 working days.

Enersense has been informed by the FCCA that, according to the analyses carried out by the competition authority, the combined market share of the operators concerned would grow too large in several market segments. Neither did the FCCA consider, contrary to Enersense’s views, the customers’ bargaining power or countervailing buyer power a sufficiently countervailing factor in the competitive situation.

For this reason, Enersense’s Board of Directors has considered it impossible to implement the merger in the desired form and decided to withdraw from the acquisition. The withdrawal occurs by consensus with Osuuskunta KPY, the owner of Voimatel.

“We are of course disappointed because the merger would have been a good solution for creating, developing and maintaining critical telecommunications and network infrastructure for the whole of Finland. The merger would have provided us with synergy benefits, but the non-implementation of the merger will have no effect on the objectives of our growth strategy and their attainment,” says CEO Jussi Holopainen.

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

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

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense’s Shareholders’ Nomination Board’s proposals to the 2023 Annual General Meeting

Enersense International Plc
Stock exchange release, 26 January 2023 at 5:00 p.m

Enersense International Plc’s Shareholders’ Nomination Board has submitted the following proposals to the company’s Board of Directors for the Annual General Meeting 2023 planned for 4 April 2023:

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

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

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2024, Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander and Petri Suokas will be re-elected as board members, and Anna Miettinen and Carl Haglund will be elected as new board members. Current board members Herkko Plit and Päivi Jokinen will no longer continue as board members.

The Nomination Board has considered the requirements set by Enersense’s operations and Enersense’s diversity principles as it has prepared the composition of the Board of Directors.

Information about the proposed board members is available on Enersense’s website at https://enersense.fi/sijoittajalle/hallinnointi/yhtiokokous/.

The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends the first meeting of the Board of Directors that Jaakko Eskola is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is elected as Vice Chair of the Board of Directors.

All candidates have given their consent to be elected for the duty and the Nomination Board assesses that all candidates are independent of the company at the time of submitting the proposal. In addition, Sirpa-Helena Sormunen, Sari Helander, Carl Haglund and Anna Miettinen are independent of any significant shareholders. Jaakko Eskola is not independent of one of the company’s significant shareholders as he holds the position of Senior Industrial Advisor at Nidoco AB. Petri Suokas is not independent of one of the company’s significant shareholders as he is a member of the Board of Directors of MBÅ Invest Oy.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2023 that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be:

  • annual fee of EUR 42,000 (40,000) for the Chair
  • annual fee of EUR 32,000 (30,000) for the Vice Chair
  • annual fee of EUR 27,000 (25,000) for each member

in addition, meeting fees for each meeting of the Board of Directors and committees:

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

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

Chair of the Shareholder’s Nomination Board which prepared the proposals for the Annual General Meeting 2023 is Alexander Ehrnrooth, Nidoco AB, and members are Risto Takkala, MBÅ Invest Oy and Janne Vertanen, Verman Group Oy. Jaakko Eskola, Chair of the Board of Directors, serves as an expert for the Nomination Board.

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

Enersense International Plc
Jussi Holopainen
President and CEO

More information:

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

Media contacts:
Tommi Manninen, SVP, Communications and Public Affairs
Tel. +358 (0)40 043 7515
Email: tommi.manninen@enersense.com

Enersense and Boliden have signed an agreement on a development project advancing the sustainability of a production plant in Norway

Enersense International Plc
Press release 24 January 2023 at 12:00 p.m.

Enersense International Plc, a provider of zero-emission energy solutions, and Boliden, a Swedish metals company, have signed an agreement in a large development project at the Odda production plant in Norway.

In the project, which aims for increasing sustainability and the production capacity of the plant, Enersense Works Oy, which operates in the business area of Smart Industry, is responsible for the supply and installation of steel, equipment installations and insulation work in one of the project areas. The project will start in early 2023.

“The Odda facility is becoming the sector’s most environmentally sound facility in the world when completed, and it is great to be enabling such green development. For Enersense Works this is a project of significant size, and we will continue to strive to be involved in similar projects in Finland and on the international market. The cooperation agreement is also a good indication of the synergies that Enersense Offshore Oy and Enersense Works Oy are able to offer,” says Mikko Lampinen, Chief Operating Officer of Enersense Works Oy.

More information:  

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

Media contacts:  

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

Insider information, positive profit warning: Enersense’s adjusted EBITDA for FY 2022 exceeds guidance

Enersense International Plc
Insider information 23 January 2023 at 2.00 p.m.

According to the preliminary unaudited information, Enersense International Plc’s adjusted EBITDA for the fiscal year 2022 will exceed EUR 12 million due to wind power projects that have proceeded faster than anticipated and resulting payment realization.

According to the preliminary unaudited information, the Group’s revenue will be at the upper end or above the previous guidance.

According to the guidance given by the company in July, Enersense expected that the adjusted EBITDA for 2022 will be in the range of EUR 6–12 million and the revenue in the range of EUR 245–265 million.

Enersense will publish its Financial Statement Bulletin for 2022 on Monday 27 February 2023.

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
CEO

Further information:

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

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Insider Information: Enersense and Valoo have signed an approximately 35-million-euro contract on construction of an optic fiber network in Finland

Enersense International Plc
Insider information 17January 2023 at 1:15 p.m.

Enersense, a provider of zero-emission energy solutions, and a Finnish optic fiber company Valoo have signed a turn-key project contract on construction of an optic fiber network (FTTH = Fiber to the Home) in Finland. The contract is part of Valoo´s extensive optic fiber network construction projects in different parts of Finland. The total value of the contract that spans over four years is approximately EUR 35 million and it will be included in the first quarter 2023 order book of Enersense’s Connectivity business area. The project will commence immediately when the earthworks season begins in 2023.

Enersense is responsible for the turn-key delivery which contains project management, planning, construction and documentation of the network. In the first phase the focus of the construction works is in the South-Eastern part of Finland in Lappeenranta, Kotka and Hamina.

“We will continue our long-term investments in the secure, safe and sustainable Finnish data transmission. Cooperation with Enersense supports us in reaching our goal to build the future of Finland on a sustainable base. With this agreement, the total value of our contracting contracts will rise to over 300 million euros”, says Tommi Linna, CEO of Valoo.

”We thank Valoo for their confidence on Enersense’s FTTH-services. Fast telecommunications connections are crucial in enabling the continuously growing data transmission that energy transition needs. This new contract demonstrates again the strong capabilities of our Connectivity business area in executing telecommunications networks”, says Jussi Holopainen, CEO of Enersense.

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
CEO

Further information:

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

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Insider information: The processing time of Enersense International Plc’s acquisition regarding Voimatel Oy has been extended

Enersense International Plc  
Insider information 13 January 2023 at 1:45 p.m.

The Finnish Competition and Consumer Authority (FCCA) has decided to transfer Enersense International Plc’s acquisition regarding Voimatel Oy to further processing, which may take up to 69 business days. During the first phase of the processing, the FCCA has obtained information from competitors, customers and suppliers by means of requests for statements and reports. The FCCA deems it necessary to continue the analysis of the competitive impacts of the acquisition.

“At Enersense we see closing of this acquisition important because effective information and energy networks play a key role in society. In terms of functionality of society and security of supply in Finland, it is – and will continue to be – important to create, develop and maintain a critical telecommunications and network infrastructure. We also see that assessing the countervailing buyer power, where also the bargaining strength of the buyer as well as its commercial significance to the seller are considered, is essential in terms of the analysis of the competitive impact of an acquisition. There are conflicting views on this matter, but we trust that the Authority will carefully assess the situation as a whole”, says Jussi Holopainen, President and CEO, Enersense International Plc.

The Estonian Competition Authority has previously approved the acquisition in terms of the companies’ operations in Estonia (press release 18 November 2022).

Enersense International Plc 
Jussi Holopainen 
CEO 

Further information:

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

Media contacts: 

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

Distribution: 
Nasdaq Helsinki 
Major media 
www.enersense.com 

Enersense receives a significant contract for renewing power lines between Mustvee-Paide

Enersense International Plc
Press release 3 January 2023 at 10:45 a.m.

Enersense AS, Estonian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, has signed a contract with Estonian transmission system operator AS Elering. The contract covers the renewal of the 330-kV power line between Mustvee and Paide substations as well as construction of a new 110-kV power line between Mustvee and Kantkyla substations.

Enersense As and Leonhard Weiss Oü, who specializes in design, construction and maintenance of integrated transmission systems, will carry out the project in a consortium. The total value of the contract is EUR 36.9 million. Enersense’s share of the contract is approximately EUR 18.5 million, which will be included in the first quarter 2023 order book of Enersense’s International Operations.

The project includes preparatory and design works, demolition of the existing power line and construction of a 90-km-long new 330 kV and 110 kV power line. The project is expected to be completed in July 2025 at the latest.

”Enersense has decades of experience in the construction of power lines. We are delighted that our capabilities are valued, and that we are chosen to execute demanding projects as a responsible partner to our clients. This significant contract strengthens our position in the Baltic market”, says Jussi Holopainen, CEO, Enersense International Plc.

The renewal of the power line between Mustvee and Paide substations is an important part of a larger project that connects transmission systems at the Baltic Sea region to transmission systems in mainland Europe. Construction of Mustvee-Paide power line strengthens basic power connections in Estonia markedly.

More information:    

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

Media contacts:    

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

Physical Settlement Notice to holders of convertible notes: Special rights entitling to shares have been registered with the Finnish Trade Register; the Physical Settlement Date is 12 January 2023

Enersense International Plc
Stock Exchange Release 27 December 2022 at 2:40 p.m.

As previously announced by Enersense International Plc (the “Company”) through a stock exchange release on 23 December 2022, the Board of Directors of the Company has, based on the authorization granted by the Extraordinary General Meeting held on 23 December 2022, resolved to issue 260 special rights entitling to shares of the Company (the “Shares”) referred to in Chapter 10 Section 1 of the Finnish Companies Act. The special rights were issued in deviation from the shareholders’ pre-emptive subscription rights (directed issue) for no consideration to the initial subscribers of the Company’s EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) and/or to any subsequent purchasers of the Notes. The special rights are attached to the Notes and cannot be separated from the Notes.

The special rights entitling to Shares have been registered in the Finnish Trade Register today on 27 December 2022.

In accordance with the terms and conditions of the Notes (the “Conditions”), this stock exchange release constitutes a “Physical Settlement Notice” (as defined in the Conditions). With this stock exchange release, the Company hereby notifies holders of the Notes that that the “Physical Settlement Date” (as defined in the Conditions) shall occur on 12 January 2023. Pursuant to the Conditions, the holders of the Notes shall, upon the occurrence of the Physical Settlement Date, have the right to convert the Notes into Shares based on the above-mentioned special rights entitling to Shares.

Pori, 27 December 2022

Enersense International Plc
The Board of Directors

More information:

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

Media contacts:

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

Resolutions of the Extraordinary General Meeting of Enersense International Plc and resolution of the Board of Directors to issue special rights entitling to shares to holders of convertible notes

Enersense International Plc
Stock Exchange Release 23 December 2022 at 11:00 a.m.

The Extraordinary General Meeting of Enersense International Plc (“Enersense” or the ”Company”) was held on 23 December 2022 at 09:30 a.m. (EET) at Original Sokos Hotel Tripla Pasila, Fredikanterassi 1B, FI-00520 Helsinki, Finland. The Company’s shareholders were able to exercise their shareholder rights also by voting in advance or by way of proxy representation.

The Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide on the issuance of special rights entitling to shares of the Company (the “Shares”) to the initial subscribers of the Company’s EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) and/or to any subsequent purchasers of the Notes, to enable the conversion of the Notes into Shares in accordance with the terms and conditions of the Notes (the “Conditions”).

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES

The Extraordinary General Meeting has today on 23 December 2022 resolved to authorize the Board of Directors to decide, in one or several instalments, on the issuance of special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in respect of the Notes as follows.

The number of shares to be issued based on the special rights shall not exceed 3,575,000 Shares, which corresponds to approximately 21.7 % of all of the Shares in the Company (approximately 18.1 % on a fully-diluted basis).

The issuance of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The special rights would be granted, for no consideration, to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights would be attached to the Notes and could not be separated from the Notes.

In all other respects, in accordance with and subject to the Conditions, the Board of Directors would decide on other conditions of the issuance of special rights entitling to shares.

This authorization does not revoke or replace any previous authorizations granted to the Board of Directors regarding the issuance of special rights entitling to shares.

MINUTES OF THE GENERAL MEETING

The minutes of the General Meeting will be available on the Company’s website at www.enersense.com/investors at the latest as of 5 January 2023.

RESOLUTION BY THE BOARD OF DIRECTORS TO ISSUE SPECIAL RIGHTS ENTITLING TO SHARES TO HOLDERS OF THE NOTES

The Company’s Board of Directors has today on 23 December 2022, based on the authorization granted by the Extraordinary General Meeting, resolved to issue 260 special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act. The special rights entitling to Shares are issued in accordance with the Conditions in deviation from the shareholders’ pre-emptive rights (directed issue) for no consideration to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights are attached to the Notes and cannot be separated from the Notes.

A special right is attached to each Note with a nominal value of EUR 100,000. Each special right entitles to 12,500 new Shares of the Company. The initial conversion price per share has been set at EUR 8.00. Should all of the Notes be converted into new Shares of the Company at the initial conversion price, the new Shares to be issued by the Company based on the special rights would be up to 3,250,000 Shares, representing approximately 19.7 % of the current total amount of Shares (approximately 16.5 % on a fully diluted basis). Adjustments may be made to the conversion price, as further described in the Conditions. Should adjustments be made to the conversion price, requiring an increase of the number of Shares to be issued, a separate resolution will be made as required by the Finnish Companies Act to increase of the number of Shares.

The special rights entitling to Shares will be registered in the Finnish Trade Register on or about 27 December 2022.

Pori, 23 December 2022

Enersense International Plc
The Board of Directors

More information:

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

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

Enersense receives its first offshore wind project – delivers structural components for offshore substations to Danish Bladt Industries AS

Enersense International Plc 
Press release 23 December 2022 at 09:00 a.m.

Enersense International Plc, a provider of zero-emission energy solutions, has taken the first significant step in executing its offshore wind power strategy. Danish Bladt Industries AS has ordered structural components for three offshore substations from Enersense. The project will start with engineering and planning in December 2022 and the components will be delivered to Bladt Industries in several batches between the fourth quarter of 2023 and the second quarter of 2024.  

The structural components for the offshore substations will be manufactured at Enersense’s fabrication yard in Mäntyluoto and will be transported to Denmark with Enersense’ own barge. Project is estimated to employ up to 300 persons. Bladt Industries is a leading European manufacturer of offshore wind power foundations whose activities cover offshore wind power projects globally.  

“Offshore foundations are one of the three spearheads of Enersense’s growth strategy. The market potential of offshore wind power is substantial. The offshore wind capacity in Europe is expected to double over the next five years and the total market potential is estimated at over EUR 100 billion. During the past year we have invested in the ramp-up of our Mäntyluoto fabrication yard and this first offshore wind power project is a clear sign of our competitiveness and capabilities as a manufacturer of offshore foundations. We are very pleased that the leading European manufacturer of offshore wind power foundations has chosen us as their partner, and we thank them for their confidence. We at Enersense will continue with our efforts to strengthen our market position in this new business line. At the same time, we continue to seek new business opportunities also in onshore wind and solar power as well as zero-emission transport” say Jussi Holopainen, CEO of Enersense. 

Further information: 

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

Media contacts: 

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

Enersense has made a significant new market opening and delivers DC fast-charging solutions for e-trucks in Sweden – the total value of the contract is over EUR 1 million

Enersense International Plc  
Press release 22 December at 2:05 p.m.

Enersense, a provider of zero-emission energy solutions, has received an order from Swedish Drivmedelsteknik for four heavy-duty fast-charging sites for e-trucks. The contract includes an option for a fifth site. The total value of the contract, including the option, is over EUR 1 million, which will be booked into the fourth quarter 2022 orderbook of Enersense’s Power business area. The delivery will be in May and June 2023. This is a first order of its kind and the parties have started discussions about additional deliveries. 

Drivmedelsteknik builds, installs, and maintains traffic station technology including e-mobility infrastructure. The total power of each charging site will be 1600 kW and it will enable simultaneous charging of eight e-trucks. 

“Enersense has very interesting charging solutions for the fast-developing truck side of the e-mobility business. We’re looking forward to building a strong and long future together”, says Drivmedelsteknik’s CEO Peter Aronsson.

“Zero-emission transport is one of the spearheads of Enersense’s growth strategy. Alongside passenger cars, heavy transport is strongly going electric, and we want to do our part in enabling zero-emission logistics. In autumn 2022 we acquired Unified Chargers Oy, a Finnish start-up who manufactures fast and high-power charging stations for electric vehicles. Unified Chargers’s intelligent technology is applied in the charging stations to be delivered to Drivmedelsteknik. The Swedish e-mobility infrastructure market potential is substantial, and I am very pleased that so soon after the acquisition we have been able to get into speed with internationalising of our EV charging business”, says Enersense’s CEO Jussi Holopainen. 

More information:    

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

Media contacts:    

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

Peter Aronsson, CEO 
Drivmedelsteknik AB 
peter@drivmedelsteknik.se
+46 70 2589803 

Enersense International Plc – Managers’ transactions – MBÅ Invest Oy

Enersense International Plc
Stock Exchange Release, 9 December 2022 at 6:20 p.m.

Person subject to the notification requirement
Name: MBÅ Invest Oy
Position: Closely associated person,  Legal person

(1): Person Discharging Managerial Responsibilities In Issuer
Name: Jussi Holopainen
Position: Chief Executive Officer

(2):Person Discharging Managerial Responsibilities In Issuer
Name: Petri Suokas
Position: Member of the Board

(3):Person Discharging Managerial Responsibilities In Issuer
Name: Jaakko Leivo
Position: Other senior manager

Issuer: Enersense International Oyj
LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION
Reference number: 22010/5/4

____________________________________________

Transaction date: 2022-12-09
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000301585
Nature of the transaction: DISPOSAL

Transaction details
(1): Volume: 77000 Unit price: 6.06 EUR

Aggregated transactions
(1): Volume: 77000 Volume weighted average price: 6.06 EUR

Enersense International Plc
Jussi Holopainen
CEO

Further information:

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

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

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com