News Tag: News - Page 4

Enersense: Managers’ transactions – Miettinen

Enersense International Plc | Stock Exchange Release | March 07, 2025 at 13:00:00 EET

Enersense International Oyj – Managers’ Transactions

____________________________________________

Person subject to the notification requirement

Name: Anna Miettinen

Position: Member of the Board/Deputy member

Issuer: Enersense International Oyj

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 99009/5/4

____________________________________________

Transaction date: 2025-03-05

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 2542 Unit price: 2.36 EUR

Aggregated transactions (1):

Volume: 2542 Volume weighted average price: 2.36 EUR

ENERSENSE INTERNATIONAL OYJ

Further information:
Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 2225 552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Enersense: Managers’ transactions – Suokas

Enersense International Plc | Stock Exchange Release | March 07, 2025 at 13:00:00 EET

Enersense International Oyj – Managers’ Transactions

____________________________________________

Person subject to the notification requirement

Name: Siementila Suokas Oy

Position: Chief Executive Officer

(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: 99011/5/4

____________________________________________

Transaction date: 2025-03-04

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 599 Unit price: 2.3 EUR

(2): Volume: 142 Unit price: 2.33 EUR

(3): Volume: 958 Unit price: 2.33 EUR

(4): Volume: 68 Unit price: 2.34 EUR

(5): Volume: 2000 Unit price: 2.35 EUR

(6): Volume: 6233 Unit price: 2.35 EUR

Aggregated transactions (6):

Volume: 10000 Volume weighted average price: 2.34474 EUR

ENERSENSE INTERNATIONAL OYJ

Further information:
Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 2225 552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Correction to the Stock Exchange Release on February 28, 2025: Notice of Enersense International Plc’s Annual General Meeting, changed proposals of the Nomination Board

Enersense International Plc | Stock Exchange Release | March 07, 2025 at 11:05:00 EET

Enersense International Plc (“Enersense” or “Company”) is correcting the notice to the Annual General Meeting (“General Meeting”) published on February 28, 2025, due to changes in the proposals made by Enersense’s Shareholders’ Nomination Board for the General Meeting as set forth below. The revised proposals by the Shareholders’ Nomination Board concern the sections of the General Meeting notice titled “11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses,” “12. Resolution on the number of Members of the Board of Directors,” and “13. Election of the Members of the Board of Directors.”

Corrected information:

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

The Shareholders’ Nomination Board proposes to the General Meeting that the fees to be paid to the members of the Board of Directors remains unchanged and be set as follows for the forthcoming term:

annual fee of EUR 42,000 for the Chair; and
annual fee of EUR 27,000 for each member

12. 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 at most of eight (8) ordinary members.

The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors be composed of five (5) ordinary members.

13. Election of the Members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that, for the term of office ending at the end of the 2026 Annual General Meeting, Anders Dahlblom, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori be re-elected as Board members.

The Board of Directors elects a Chair from among its members. The Nomination Board recommends that the organisational meeting of the Board of Directors re-elect Anders Dahlblom as Chair of the Board of Directors.

All candidates have given consent to their election to office and, according to the Nomination Board’s assessment, all candidates are independent of the Company at the time of the submission of the proposal. Sari Helander, Carl Haglund, Anna Miettinen and Ville Vuori are in addition independent of significant shareholders. Anders Dahlbom is not independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of Nidoco AB.

Original information:

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

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

12. 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 at most of eight (8) ordinary members.

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

13. Election of the Members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that, for the term of office ending at the end of the 2026 Annual General Meeting, Anders Dahlblom, Sirpa-Helena Sormunen, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori be re-elected as board members.

The Board of Directors elects a Chair and a Vice Chair from among its members. The Nomination Board recommends that the organisational meeting of the Board of Directors re-elect Anders Dahlblom as Chair of the Board of Directors and Sirpa-Helena Sormunen as Vice Chair of the Board of Directors.

All candidates have given consent to their election to office and, according to the Nomination Board’s assessment, all candidates are independent of the Company at the time of the submission of the proposal. Sari Helander, Sirpa-Helena Sormunen, Carl Haglund, Anna Miettinen and Ville Vuori are in addition independent of significant shareholders. Anders Dahlbom is not independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of Nidoco AB.

Notice to the Annual General Meeting of Enersense International Plc in its entirety:

The shareholders of Enersense International Plc (“Enersense” or “Company”) are invited to the Annual General Meeting (“General Meeting”) to be held on Wednesday 16 April 2025 at 2:00 p.m. (EET) at Eliel studio in Sanomatalo at the address Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. Arrival is by the main doors on the Postitalo side, at street level, opposite the R-kiosk. The reception of persons who have registered for the meeting and the distribution of voting tickets and serving of coffee will commence at 1:00 p.m.

Shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in section C. of this General Meeting notice.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise 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 for the financial period 1 January 2024 to 31 December 2024, the report of the Board of Directors and the auditor’s report

CEO’s review

The financial statements of Enersense, which include the consolidated financial statements, the report of the Board of Directors, the sustainability statement, the auditor’s report and the assurance opinion on the sustainability reporting will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 26 March 2025.

7. Adoption of the financial statements

8. Resolution on the use of the profit 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 2024 to 31 December 2024 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, no dividends be paid to shareholders.

9. Resolution on the discharge of the members of the Board of Directors and the CEOs from liability for the financial period 1 January 2024 to 31 December 2024

10. Consideration of the remuneration report for governing bodies

The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2024 be approved. Pursuant to the Finnish Limited Liability Companies Act, the decision is advisory.

The remuneration report for governing bodies will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 26 March 2025.

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

annual fee of EUR 42,000 for the Chair; and

annual fee of EUR 27,000 for each member

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

EUR 1,000 for Chairs of the Board of Directors and of committees; and

EUR 500 for other members.

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

12. 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 at most of eight (8) ordinary members.

The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors be composed of five (5) ordinary members.

13. Election of the Members of the Board of Directors

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

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

14. Resolution on the remuneration of the auditor

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the auditor’s remuneration be paid against the auditor’s reasonable invoice approved by the Audit Committee.

15. Election of the Auditor

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that audit firm KPMG Oy Ab, who have named Authorized Public Accountant Heli Tuuri as the principal auditor, be elected as the auditor. The term of office of the auditor ends at the close of the first 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.

16. Resolution on the remuneration of the sustainability reporting assurer

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the sustainability reporting assurer’s remuneration be paid against the sustainability reporting assurer’s reasonable invoice approved by the Audit Committee.

17. Election of the sustainability reporting assurer

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the sustainability audit firm KPMG Oy Ab be elected as the Company’s sustainability reporting assurer. The term of office the sustainability reporting assurer ends at the close of the first Annual General Meeting following the election.

KPMG Oy Ab has informed the Company that Authorized Public Accountant, Authorized Sustainability Auditor Heli Tuuri would act as the principally responsible sustainability reporting assurer.

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

The Board of Directors proposes that the General Meeting authorize the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares as set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of some of the aforementioned instruments in one or more tranches on the following terms and conditions:

A maximum of 3,298,505 new and/or treasury shares of the Company (including shares to be issued based on special rights) may be issued under the authorization, which corresponds to approximately 20 per cent of all the shares in the Company’s shares at the time of the convocation of the General Meeting.

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

The Board of Directors is authorized to decide on the recording of the subscription price either as a share capital increase, or fully or partly in the reserve for invested unrestricted equity. A share issue and the issuance of special rights entitling to shares may also take place as a directed issue in deviation of the shareholder’s pre-emptive right if the Company has a weighty financial reason for this under the Limited Liability Companies Act (directed issue). In that case, the authorization can be used to finance corporate acquisitions or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure.

The authorization does not revoke the authorization granted by the Company’s Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

19. 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 the Company’s 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 the market price on the date of repurchase.

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

The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

20. Closing of the Meeting

B. 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 www.enersense.com/investors/governance/general-meeting/. The financial statements, including the consolidated financial statements, the report of the Board of Directors, sustainability statement, the auditor’s report, the assurance opinion on the sustainability reporting as well as the remuneration report will also be available on the above website at the latest on 26 March 2025. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting. The minutes of the meeting will be available on the Company’s website by on Wednesday 30 April 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Shareholders who are on the record date of the General Meeting, 4 April 2025, registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy are entitled to attend the meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the shareholders’ register of the Company.

Registration for the General Meeting begins on 27 March 2025 at 2:00 p.m. (EET). Shareholders registered in the shareholders’ register of the Company, who wish to attend the General Meeting, must register for the meeting at the latest on 9 April 2025 at 3:00 p.m. (EET), by which time the Company must have received the registration. Registration for the General Meeting takes place:

a) through the Company’s website at the address www.enersense.com/investors/governance/general-meeting/. Electronic registration requires strong identification by the shareholder or their legal representative or proxy using a Finnish, Swedish or Danish banking code or mobile ID. If a legal person uses the Suomi.fi e-Authorization, registration requires strong electronic authentication of the authorized person by using a banking code or mobile ID.

b) by e-mail to Innovatics Oy at agm@innovatics.fi. When registering, the shareholder must include in the e-mail message the registration form and possible advance voting form available on the Company’s website www.enersense.com/investors/governance/general-meeting/, or corresponding information.

c) by letter to Innovatics Oy at the address Innovatics Oy, General Meeting / Enersense International Plc, Ratamestarinkatu 13 A, 00520 Helsinki. When registering, the shareholder shall enclose with the letter the registration form and possible advance voting form available on the Company’s website www.enersense.com/investors/governance/general-meeting/, or corresponding information.

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

When registering, the requested information, such as the shareholder’s name, date of birth or business ID, address, telephone number and/or e-mail address as well as the name of a possible assistant or proxy representative and date of birth, telephone number and/or e-mail address of the proxy representative must be provided. The personal data provided will only be used in connection with the General Meeting and in processing the necessary registrations related to the meeting.

Further information related to registration and advance voting is available by telephone during the registration period for the General Meeting from Innovatics Oy from the telephone number 010 2818 909 on workdays at 9 a.m. to 12 noon (EET) and from 1 p.m. to 4 p.m. (EET)

The shareholder, their authorized representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the venue of the meeting.

2. Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares, on the basis of which the shareholder would, on the record date of the General Meeting, i.e. on 4 April 2025, be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. The right to participate in the General Meeting further requires that, on the basis of such shares, the shareholder has been registered in the temporary shareholders’ register maintained by Euroclear Finland Ltd at the latest on 11 April 2025 by 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.

Holders of nominee-registered shares are advised to request the necessary instructions regarding temporary registration in the shareholders’ register of the Company, issuing of proxy documents and voting instructions as well as registration and attendance at the General Meeting [and, if necessary, advance voting] from their custodian banks well before the meeting. The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting in the temporary shareholders’ register of the Company at the latest by the time stated above and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares .

The consideration of any voting instructions of a nominee-registered shareholder at the meeting requires that the shareholder has registered for the General Meeting and that the shareholder is present or represented at the meeting.

3. Proxy representative and proxy documents

A shareholder may participate in the General Meeting, and exercise their rights at the meeting, by way of proxy representation. A shareholder’s proxy representative may also elect to vote in advance as described in this notice if they so wish. Proxy representatives must identify themselves in the electronic registration service and for advance voting personally by strong identification, after which they will be able to register on behalf of the shareholder they represent and, where necessary, also to vote in advance. The shareholder’s proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilising the Suomi.fi e-Authorizations service available in the electronic registration service.

A model proxy authorization document will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ by 27 March 2025 at 2:00 p.m. (EET) at the latest. If a shareholder participates in a General Meeting through several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents shall be delivered primarily as attached files in connection with electronic registration or alternatively by mail to the address Innovatics Ltd, Annual General Meeting/Enersense International Plc, Ratamestarinkatu 13 A, 00520 Helsinki, or by e-mail to the address agm@innovatics.fi before the last date of registration. In addition to delivering the proxy documents, the shareholder or their proxy representative shall attend to the registration for the General Meeting as specified above in this notice.

4. Advance voting

A shareholder whose shares in the Company are registered in their personal Finnish book-entry account may vote in advance between 27 March 2025 at 2:00 p.m. (EET) and 9 April 2025 at 3 p.m. (EET) on certain items on the agenda of the General Meeting

a) via the Company’s website at www.enersense.com/investors/governance/general-meeting/. Login to the service is done in the same way as for registration in section C.1 of this notice.

b) by mail by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Enersense International Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

c) or by e-mail by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Oy by e-mail at agm@innovatics.fi.

Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration.

A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless they attend the General Meeting in person or by proxy at the meeting venue.

With respect to nominee-registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.

5. Other instructions and information

The language of the meeting is Finnish.

Pursuant to Chapter 5 Section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice of the General Meeting, 7 March 2025, the total number of shares in Enersense International Plc, and votes represented by such shares, is 16,492,527.

In Pori on 7 March 2025

ENERSENSE INTERNATIONAL PLC
Board of Directors

Correction to the Stock Exchange Release on 27 January 2025: Proposals of Enersense’s Shareholders’ Nomination Board to the Annual General Meeting

Enersense International Plc | Stock Exchange Release | March 07, 2025 at 11:00:00 EET

Enersense International Oyj is correcting its stock exchange release published on 27 January 2025 regarding the proposals of its Shareholders’ Nomination Board to the Annual General Meeting which will be held on 16 April 2025. The Nomination Board is amending its proposal regarding the number of Board members and the composition of the Board.

Sirpa-Helena Sormunen, who was previously proposed to the Board, has announced that she will not be available for the election of Board members. Therefore, she will not be proposed as a member of the Board of Directors and the Shareholders’ Nomination Board proposes to the Annual General Meeting that the Board of Directors shall consist of five members instead of the previously proposed six members. At the same time, the Nomination Board withdraws its proposal regarding the potential election of a Vice Chair and their compensation.

Corrected information:

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 five (5) members.

The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2026, Anders Dahlblom, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori will be re-elected as Board members. Petri Suokas and Sirpa-Helena Sormunen have announced that they are no longer available for selection as members of the Board.

The Board of Directors elects its Chair from among its members. The Nomination Board recommends to the first meeting of the Board of Directors that Anders Dahlbom is re-elected as 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, Sari Helander, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of any significant shareholders. Anders Dahlblom is not independent of one the company’s significant shareholder as he is working as COO of Virala Oy Ab, the parent company of Nidoco AB.

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

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2025 that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be kept unchanged and are as follows:

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

Original information:

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 2026, Anders Dahlblom, Sirpa-Helena Sormunen, Sari Helander, Anna Miettinen Carl Haglund and Ville Vuori will be re-elected as board members. Petri Suokas, who has acted as a wind power specialist in the Board of Directors, has announced, that he is no longer available for selection as member of the Board, since Enersense has sold its wind power project development business

The Board of Directors elects its Chair and Vice Chair from among its members. The Nomination Board recommends to the first meeting of the Board of Directors that Anders Dahlbom is re-elected as Chair of the Board of Directors and Sirpa-Helena Sormunen is re-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, Sari Helander, Sirpa-Helena Sormunen, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of any significant shareholders. Anders Dahlblom is not independent of one the company’s significant shareholder as he is working as COO of Virala Oy Ab, the parent company of Nidoco AB.

Proposal for the fee to 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

Release regarding Enersense’s Shareholders’ Nomination Board’s proposals to the 2025 Annual General Meeting in its entirety:

Enersense International Plc’s Shareholders’ Nomination Board has submitted the following proposals to the company’s Board of Directors for the Annual General Meeting 2025 planned for 16 April 2025:

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 five (5) members.

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

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

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

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

The Shareholders’ Nomination Board also proposes that the meeting fees will be kept unchanged. So, in addition to the annual fee, a meeting fee for each meeting of the Board of Directors and committees will be paid as follows:

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

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

Chair of the Shareholder’s Nomination Board which prepared the proposals for the Annual General Meeting 2025 is Alexander Ehrnrooth, Nidoco AB, and members are Marjo Miettinen, Ensto Invest Oy and Janne Vertanen, Verman Holding Oy. Anders Dahlblom, Chair of the Board of Directors, serves as an expert for the Nomination Board.

ENERSENSE INTERNATIONAL PLC
Liisi Tamminen
Head of Communications and Sustainability

More information:
Alexander Ehrnrooth
Chair of the Nomination Board
Tel.: +358 9 6122340

Media contacts:
Liisi Tamminen, Head of Communications and Sustainability
Tel.: +358 44 222 5552
Email: liisi.tamminen@enersense.com

DISTRIBUTION:
Nasdaq Helsinki
Key media
www.enersense.com

Enersense: Managers’ transactions – Suokas

Enersense International Plc | Stock Exchange Release | March 05, 2025 at 15:00:00 EET

Enersense International Oyj – Managers’ Transactions

____________________________________________

Person subject to the notification requirement

Name: Siementila Suokas Oy

Position: Chief Executive Officer

(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: 98775/5/4

____________________________________________

Transaction date: 2025-03-03

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 80 Unit price: 2.42 EUR

(2): Volume: 896 Unit price: 2.42 EUR

(3): Volume: 77 Unit price: 2.42 EUR

(4): Volume: 136 Unit price: 2.42 EUR

(5): Volume: 88 Unit price: 2.42 EUR

(6): Volume: 500 Unit price: 2.43 EUR

(7): Volume: 2880 Unit price: 2.43 EUR

(8): Volume: 1200 Unit price: 2.43 EUR

(9): Volume: 1001 Unit price: 2.43 EUR

(10): Volume: 613 Unit price: 2.48 EUR

(11): Volume: 133 Unit price: 2.48 EUR

(12): Volume: 666 Unit price: 2.49 EUR

(13): Volume: 1730 Unit price: 2.5 EUR

Aggregated transactions (13):

Volume: 10000 Volume weighted average price: 2.44856 EUR

ENERSENSE INTERNATIONAL OYJ

Further information:
Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 2225 552
liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Enersense: Managers’ transactions – Haglund

Enersense International Plc | Stock Exchange Release | March 05, 2025 at 15:00:00 EET

Enersense International Oyj – Managers’ Transactions

____________________________________________

Person subject to the notification requirement

Name: Carl Haglund

Position: Member of the Board/Deputy member

Issuer: Enersense International Oyj

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 98528/5/4

____________________________________________

Transaction date: 2025-03-03

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 2500 Unit price: 2.5 EUR

Aggregated transactions (1):

Volume: 2500 Volume weighted average price: 2.5 EUR

ENERSENSE INTERNATIONAL OYJ

Further information:
Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 2225 552
liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Enersense: Managers’ transactions – Helander

Enersense International Plc | Stock Exchange Release | March 05, 2025 at 15:00:00 EET

Enersense International Oyj – Managers’ Transactions

____________________________________________

Person subject to the notification requirement

Name: Sari Helander

Position: Member of the Board/Deputy member

Issuer: Enersense International Oyj

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 98774/5/4

____________________________________________

Transaction date: 2025-03-03

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of transaction: ACQUISITION

Transaction details

(1): Volume: 900 Unit price: 2.4278 EUR

Aggregated transactions (1):

Volume: 900 Volume weighted average price: 2.4278 EUR

ENERSENSE INTERNATIONAL OYJ

Further information:
Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 2225 552
liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

The Board of Directors of Enersense decided on the Group key employee incentive plan

Enersense International Plc | Stock Exchange Release | February 28, 2025 at 12:50:00 EET

The Board of Directors of Enersense International Plc has decided on two new share-based incentive plans directed to the Group key employees. The aim is to align the objectives of the shareholders and key employees for increasing the value of the company in the long term, to retain the key employees at the company and to offer them competitive incentive plans that are based on earning and accumulating the company’s shares.

The rewards will be paid partly in Enersense International Plc shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and 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.

Performance Share Plan 2025–2027

The Performance Share Plan 2025–2027 consists of one performance period, covering the financial years 2025–2027. In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The potential rewards based on the plan will be paid after the end of the performance period, in spring 2028.

The rewards of the plan are based on the absolute total shareholder return of the company’s share for the financial years 2025–2027 and the Group’s EBITDA in euros for the financial years 2026 and 2027. In addition, the plan’s criteria include the promotion of sustainability initiatives, including the reduction of greenhouse gas emissions throughout the value chain and the promotion of carbon handprint in the offering and the diversity of the personnel. The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 620 538 Enersense International Plc shares, also including the proportion to be paid in cash.

Approximately 40 persons, including the CEO and other members of the Group Executive Team, belong to the target group of the plan.

The 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 share-based incentive plans, until the value of the CEO’s shareholding in Enersense International Plc equals to his annual base salary of the preceding year, and until the value of other Group Executive Team member’s shareholding in Enersense International Plc equals to 50 per cent of their annual base salary of the preceding year. Such number of Enersense International Plc shares must be held as long as the membership in the Group Executive Team continues.

Restricted Share Plan 2025–2027

The reward from the Restricted Share Plan 2025–2027 is based on a valid employment or director contract and on the continuity of the employment or service during a vesting period. The reward will be paid after the end of a 24–36-month vesting period. The plan is intended for selected key employees only.

The rewards to be allocated based on the Restricted Share Plan during the years 2025–2027 correspond to the value of a maximum total of 20 000 Enersense International Plc shares, also including the proportion to be paid in cash.

ENERSENSE INTERNATIONAL PLC
The Board of Directors

Further information:

Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 2225 552
liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Notice of Enersense International Plc’s Annual General Meeting

Enersense International Plc | Stock Exchange Release | February 28, 2025 at 12:45:00 EET

Shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in section C. of this General Meeting notice.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise 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 for the financial period 1 January 2024 to 31 December 2024, the report of the Board of Directors and the auditor’s report

– CEO’s review

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds

The remuneration report for governing bodies will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 26 March 2025.

11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation of travel expenses

• annual fee of EUR 42,000 for the Chair;

• annual fee of EUR 32,000 for the Vice Chair; and

• annual fee of EUR 27,000 for each member

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

• EUR 1,000 for Chairs of the Board of Directors and of committees; and

• EUR 500 for other members.

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

12. 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 at most of eight (8) ordinary members.

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

13. Election of the Members of the Board of Directors

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

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

All candidates have given consent to their election to office and, according to the Nomination Board’s assessment, all candidates are independent of the Company at the time of the submission of the proposal. Sari Helander, Sirpa-Helena Sormunen, Carl Haglund, Anna Miettinen and Ville Vuori are in addition independent of significant shareholders. Anders Dahlbom is not independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of Nidoco AB.

14. Resolution on the remuneration of the auditor

15. Election of the Auditor

16. Resolution on the remuneration of the sustainability reporting assurer

17. Election of the sustainability reporting assurer

KPMG Oy Ab has informed the Company that Authorized Public Accountant, Authorized Sustainability Auditor Heli Tuuri would act as the principally responsible sustainability reporting assurer.

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

The authorization does not revoke the authorization granted by the Company’s Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

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

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

The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

20. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

The shareholder, their authorized representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the venue of the meeting.

2. Holders of nominee-registered shares

3. Proxy representative and proxy documents

4. Advance voting

a) via the Company’s website at www.enersense.com/investors/governance/general-meeting/. Login to the service is done in the same way as for registration in section C.1 of this notice.

c) or by e-mail by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Oy by e-mail at agm@innovatics.fi.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.

5. Other instructions and information

The language of the meeting is Finnish.

On the date of this notice of the General Meeting, 28 February 2025, the total number of shares in Enersense International Plc, and votes represented by such shares, is 16,492,527.

In Pori on 28 February 2025

ENERSENSE INTERNATIONAL PLC
Board of Directors

Enersense’s turnaround proceeded and cash flow from operations increased significantly in 2024

Enersense International Plc | Stock Exchange Release | February 28, 2025 at 12:30:00 EET

The figures in this bulletin are unaudited.

In line with the strategic alignment made in summer 2024, Enersense’s core businesses are project and service operations for the green energy transition and telecommunication networks. The core businesses do not include the three businesses that were under strategic assessment in 2024: wind and solar power project development, zero-emission transport solutions and the Marine and Offshore Unit.

October–December 2024

Revenue totalled EUR 114.2 (107.8) million, +6.0% year-on-year.
EBITDA was EUR 10.9 (7.7) million, of which EUR 10.1 million related to the termination of the cooperation agreement of wind power project development, which has no net income or cash flow impact. As a result of the termination of the agreement, the company recognized EUR 10.1 million in revenue and made a corresponding depreciation of EUR 10.1 million in fixed assets. The EBITDA margin was 9.6 (7.1)%.
Revenue from the core businesses was EUR 83.0 (89.2) million.
Adjusted EBITDA for the core businesses was EUR 3.0 (7.2) million.
Cash flow from operating activities was EUR 17.5 (4.4) million.
Asset write-downs of EUR 8.5 million in businesses under strategic assessment increased depreciation.
Operating profit was EUR -10.1 (5.3) million. The profit margin was -8.9 (4.9)%.
Undiluted earnings per share were EUR -0.84 (-0.15).

January–December 2024

Revenue totalled EUR 424.7 (363.3) million, +16.9% year-on-year.
EBITDA was EUR 14.5 (14.7) million, of which EUR 10.1 million related to the termination of the cooperation agreement of wind power project development, which has no net income or cash flow impact. The EBITDA margin was 3.4 (4.0)%.
Revenue from the core businesses was EUR 335.5 (331.7) million.
Adjusted EBITDA for the core businesses was EUR 19.9 (18.3) million.
Cash flow from operating activities was EUR 16.3 (-15.2) million.
Operating profit was EUR -14.1 (5.3) million. The profit margin was -3.3 (1.4)%.
Undiluted earnings per share were EUR -1.83 (-0.54).
At the end of the year, the order backlog stood at EUR 393 (457) million.
The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the financial year 2024.

Guidance for 2025

Enersense expects its core businesses’ EBITDA to improve from 2024 (2024: EUR 10.4 million) and its core businesses’ adjusted EBITDA to be at the same level as in 2024 (2024: EUR 19.9 million). The Marine and Offshore Unit, which is under strategic assessment, is not part of the core businesses and no guidance is given for it.

Key figures

	10–12/2024	10–12/2023	Change-%	1–12/2024	1–12/2023	Change-%
Revenue, (EUR 1,000)	114,248	107,827	6.0	424,718	363,318	16.9
Core businesses	83,003	89,247	-7.0	335,529	331,783	1.1
Non-core businesses	31,244	18,581	68.2	89,189	31,535	182.8
EBITDA, (EUR 1,000)	10,915	7,655	42.6	14,511	14,704	-1.3
Core businesses	2,590	4,594	-43.6	10,422	14,884	-30.0
Non-core businesses	8,325	3,061	172.0	4,089	-180	—
EBITDA, %	9.6	7.1		3.4	4.0
Adjusted EBITDA, core businesses (EUR 1,000)	3,129	7,199	-56.5	19,941	18,345	8.7
Operating profit, (EUR 1,000)	-10,119	5,311	-290.5	-14,100	5,260	—
Operating profit, %	-9	4.9		-3	1.4
Result for the period, (EUR 1,000)	-13,359	-2,356	—	-28,921	-9,149	—
Equity ratio, %	12.7	26.0		12.7	26.0
Gearing, %	122.7	70.2		122.7	70.2
Return on equity, %	-35.8	-4.1		-77.6	-16.0
Earnings per share, undiluted, EUR	-0.84	-0.15		-1.83	-0.54
Earnings per share, diluted, EUR	-0.84	-0.15		-1.83	-0.54

CEO Kari Sundbäck

Enersense is a major operator in the development, construction and maintenance of critical infrastructure for society. We operate in a customer-driven manner in the growing and evolving markets for electricity and telecommunications networks and energy industry solutions. In 2024, we improved the profitability of our core businesses, operating cash flow, customer satisfaction and occupational safety, and reduced climate emissions from our own operations.

Work safety is of primary importance to us and our customers. Our investment in proactive safety at work paid off, with a 34% reduction in the frequency of lost time injuries in 2024.

We work to enable the green energy transition and thus play an important role in the mitigation of climate change. We are committed to reducing our own and our value chain’s greenhouse gas emissions in line with the Science Based Targets initiative (SBTi). In 2024, emissions from our own operations reduced by 33% and in 2025, we will set a target for our overall emissions.

2024 showed that our customer relationships are on solid ground. Customer satisfaction increased in all our divisions and we entered into a number of new customer relationships. Our customers expect us to offer an ever wider range of services in the future, and our staff are ready to develop them.

A new direction in the summer

2024 was a special year for Enersense. At the beginning of the year, problems with individual projects were piling up and a change of direction became necessary. In June, the Board of Directors redefined the focus of our strategy and launched a strategic assessment of three of our businesses. I joined the team in September with the aim to strengthen the balance sheet and improve profitability. We will achieve these goals by developing our core businesses and by completing the strategic assessments.

Two of the three strategic assessments initiated in the summer have now been completed. We announced the sale of the wind and solar power project development business to Fortum in December, and the transaction closed on 26 February 2025. After the review period, we completed the strategic assessment of the zero-emission transport solutions business, which was decided to be ramped down.

The third strategic assessment, related to the Marine and Offshore Unit, is still ongoing. Our expertise in Mäntyluoto is unique both for offshore wind power and the rest of the arctic marine industry, such as constructing icebreaker vessels. These sectors are evolving rapidly, so we will continue the strategic assessment to ensure the best possible outcome.

Improved profitability in the second half of the year

In the second half of the year, we stabilised our business and built the foundations for sustainable growth. Starting in the summer, we thoroughly reviewed the condition of our businesses and critically assessed balance sheet values. This resulted in significant write-downs in the second and fourth quarters. These were necessary for the long-term development of our core businesses.

A clear focus on the core business was reflected in improved profitability in the second half of the year. Adjusted full-year EBITDA for the core businesses was EUR 19.9 (18.3) million. EBITDA for the entire Group was down on the previous year and amounted to EUR 14.5 (14.7) million, of which EUR 10.1 million related to the termination of the cooperation agreement of wind power project development, which has no net income or cash flow impact. We managed to raise cash flow from operating activities to clearly positive EUR 16.3 (-15.2) million.

I am particularly pleased with our Connectivity segment, which expanded its customer base and almost doubled its EBITDA to EUR 4.2 million. Power segment’s core business developed positively and we grew our substation business profitably in Finland. In the Industry segment, we completed significant projects, such as the piping and steel structures for Finland’s first green hydrogen production plant for P2X, and turned the early-year difficulties at the Mäntyluoto Marine and Offshore Unit into successful customer deliveries in the second half of the year.

We are developing our offering in areas where we have customers and strong expertise. Enersense’s revenue increased by 17% to EUR 425 million in 2024.

Building a new Enersense

In line with our strategic alignment of summer 2024, we will focus on project and service operations for the green energy transition in our Power, Connectivity and Industry segments. We will update our strategy to build sustainable growth in our core businesses. More information on our new strategy will be provided by the summer.

At the end of the year, to fund our strategic journey, we started a Value uplift program to improve efficiency and support profitable growth. The program will continue throughout the year, and we plan to gradually renew our procurement performance, evaluate our fixed costs and resources to support the implementation of the strategy as well as improve our commercial management. We are targeting an annual profit improvement of around EUR 5 million from 2027 onwards, and we estimate that the positive impact on profit will be seen gradually from 2026 onwards.

I would like to thank all Enersense’s employees for their commitment to the transformation of the company and for a job well done in 2024. I would also like to acknowledge our customers, shareholders and other partners for their trust and rewarding cooperation. I look forward to continuing our journey together.

Strategy

On 19 June 2024, Enersense announced that it would focus on its core businesses in project and service operations for the green energy transition in its Power, Industry and Connectivity segments. With the revised direction, Enersense started in late 2024 to update its core business strategy to create sustainable growth. The company will provide more details on its new strategy by summer 2025.

At the end of the year 2024, Enersense started a Value uplift -program to improve efficiency and support profitable growth. The program will continue throughout the year 2025, and the company is planning to gradually renew its procurement performance, evaluate its fixed costs and resources to support the implementation of the strategy as well as improve its commercial management. With the program, Enersense is targeting an annual profit improvement of around EUR 5 million from the second half of 2026 onwards, and is estimating that the positive impact on profit will be seen gradually from 2026 onwards. The cost of the Value uplift program is treated as an item affecting comparability.

Enersense promotes the sustainability of its business through three themes: sustainable work, sustainable business and the environment. Enersense is committed to the Science Based Targets initiative (SBTi) and will set science-based targets to reduce greenhouse gas emissions by 2025. In 2024, key results of responsibility work included a 33% reduction in greenhouse gas emissions from the company’s own operations (Scope 1 and 2) and a 34% reduction in the frequency of lost time injuries from the year 2023. Enersense’s Sustainability Statement will be released as part of the Report of the Board of Directors on 26 March 2025.

Strategic assessments

As part of the strategic alignment defined in the summer 2024, Enersense launched a strategic assessment of three businesses: wind and solar power project development, zero-emission transport solutions and the Marine and Offshore Unit.

On 19 December 2024, Enersense announced the sale of its wind and solar project development business to Fortum, which completed on 26 February 2025. With the completion of the transaction, Fortum paid Enersense a fixed debt-free cash price of EUR 9.25 million. At the same time, Enersense recorded a profit of approximately EUR 19 million, and its equity ratio increased by approximately 10 percentage points. The transaction also includes Earn-Out up to EUR 74 million, which is based on the progress of the wind and solar power development projects covered by the Transaction, and any payment will be subject to individual projects reaching a final investment decision made by Fortum. Any payment related to the Earn-Out would be paid in instalments on a per project basis. No Earn-Out will be paid for any projects that do not reach the final investment decision in 15 years from the closing date. Enersense estimates a probability-weighted Earn-Out of EUR 33 million. Further, Enersense estimates that the potential Earn-Out cash flow of the Transaction could be generated earliest starting from 2027.

After the review period, on 28 February 2025, Enersense announced that it had completed a strategic assessment of its business focused on zero-emission transport solutions. The company is ramping down the business under assessment and estimates to record a write-down of approximately EUR 2–3 million related to the ramp-down in the first quarter of 2025.

In its Marine and Offshore Unit, Enersense has unique expertise in offshore wind power and other arctic marine industries, e.g. related to constructing icebreaker vessels. These sectors are evolving rapidly, so the company will continue the strategic assessment to ensure the best possible outcome. Due to the long production cycles in the marine industry and the uncertainty about the duration of the upcoming quieter period, Enersense revised the value of the Marine and Offshore Unit downwards by EUR 5 million in 2024.

Events after the financial period

Stock Exchange Release 27 January 2025: Enersense’s Shareholders’ Nomination Board’s proposals to the 2025 Annual General Meeting.
Press release 27 January 2025: Enersense to supply state-of-the-art pipelines to Gothenburg. Enersense announced that it had signed an agreement with Valmet for a piping contract including prefabrication and installation of demanding process piping. The order is part of a project in which Valmet will supply Göteborg Energi AB with a biomass power plant in Gothenburg, which will generate electricity and district heat from renewable and recycled fuels.
Inside information 28 January 2025: Positive profit warning: Enersense raises its 2024 revenue estimate and gives preliminary information on its 2024 financial performance.
Press release 26 February 2025: Transaction of Enersense’s wind and solar power project development business completed. The financial impact of the transaction is disclosed in the Strategic Assessments section of the Financial Statements Bulletin.
Inside information 28 February 2025: Inside information: Enersense to discontinue its business of zero-emission transport solutions. The financial effects of the completion of the strategic assessment and the ramp-down are disclosed in the Strategic Assessments section of the Financial Statements Bulletin.
Stock Exchange Release 28 February 2025: Changes to the publication dates of Enersense’s financial reports 2025. Enersense will publish its January–March Business Review on 28 April 2025 (previously announced date 30 April 2025) and January–June Half-Year Financial Report on 12 August 2025 (previously announced date 5 August 2025).

Distribution of funds to the shareholders

The Board of Directors proposes to the Annual General Meeting that the profit for the financial year 1.1.–31.12.2024 be transferred to the profit and loss account of previous financial periods and that no dividend be paid to shareholders on the basis of the balance sheet for the financial period.

Financial reporting 2025

Enersense will publish the following financial reports in 2025:

Enersense’s ESEF Financial Statements and Report of the Board of Directors, including Sustainability Report, Corporate Governance Statement and Remuneration Report for 2024 on Wednesday 26 March 2025
Business Review January–March on Monday 28 April 2025
January–June Half-Year Financial Report on Tuesday 12 August 2025
Business Review January–September on Friday 31 October 2025

Pori 28.2.2025
ENERSENSE INTERNATIONAL PLC
Board of Directors

Webcast

Enersense arranges a webcast for investors, analysts, and the media on 28 February 2025 at 13:00 EET. CEO Kari Sundbäck and CFO Jyrki Paappa will present the results and answer questions. The event is in Finnish, and a recording will be available later on the company’s webpage.

Additional information
Kari Sundbäck
CEO
Tel. +358 50 464 7704
Email: kari.sundback@enersense.com

Jyrki Paappa
CFO
Tel. +358 50 556 6512
Email: jyrki.paappa@enersense.com

Media contacts:
Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Additional information is available on the company’s website.

Enersense Financial Statement Bulletin 2024

Enersense Financial Statements 2024 Presentation EN

Changes to the publication dates of Enersense’s financial reports 2025

Enersense International Plc | Stock Exchange Release | February 28, 2025 at 12:20:00 EET

Enersense changes the publishing dates of its 2025 January-March Business Review and January-June Half-Year Report.

Enersense will publish financial reports in 2025 as follows:

January-March Business Review on Monday 28 April 2025 (previously announced date 30 April 2025)
January-June Half-Year Report on Tuesday 12 August 2025 (previously announced date 5 August 2025)
January-September Business Review on Friday 31 October 2025

ENERSENSE INTERNATIONAL PLC

Liisi Tamminen
Head of Communications and Sustainability

More information:
Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 222 5552
Email: liisi.tamminen@enersense.com

DISTRIBUTION:
Nasdaq Helsinki
Key Media
www.enersense.com

Inside information: Enersense to discontinue its business of zero-emission transport solutions

Enersense International Plc | Inside Information | February 28, 2025 at 12:15:00 EET

Enersense International Plc has completed the strategic assessment of its business focused on zero-emission transport solutions. The company is ramping down the business under assessment and will focus on its core businesses in the Power, Industry and Connectivity segments in line with its strategy.

Related to the discontinued business focusing on zero-emission transport solutions, Enersense estimates to record a write-down of approximately EUR 2-3 million during the first quarter of 2025.

“Developing the business of zero-emission transport solutions would have required significant growth capital. Our focus is now on developing our core business operations on a cash-flow financed sustainable growth path”, says CEO Kari Sundbäck.

On 19 June 2024, Enersense announced its strategic direction to focus on project and service operations for the green energy transition. The company also announced that it is conducting a strategic assessment of three businesses: onshore wind power and solar power project development, zero-emission transport solutions and Marine and Offshore Unit. The first two strategic assessments have now been completed, and the strategic assessment of the Marine and Offshore Unit is ongoing. Enersense announced the sale of the onshore wind and solar project development business to Fortum on 19 December 2024, and the transaction was completed on 26 February 2025.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

Further information:

Kari Sundbäck
CEO
tel. +358 50 464 7704 +358 50 464 7704
liisi.tamminen@enersense.com

Jyrki Paappa
CFO
tel. +358 50 556 6512 +358 50 556 6512
liisi.tamminen@enersense.com

Media contacts:

Liisi Tamminen
Head of Communications and Sustainability
tel. +358 44 222 5552 +358 44 222 5552
liisi.tamminen@enersense.com

Distribution:

Nasdaq Helsinki
Key media
www.enersense.fi

Transaction of Enersense’s wind and solar power project development business completed

Enersense International Plc | Press Release | February 26, 2025 at 12:00:00 EET

Enersense and Fortum have today completed the transaction announced on December 19, 2024 in which Enersense will sell its wind and solar project development business to Fortum.

With the completion of the transaction, Fortum will pay Enersense a fixed debt-free cash price of EUR 9.25 million. At the same time, Enersense will record a profit of approximately EUR 19 million.

The transaction also includes Earn-Out up to EUR 74 million, which is based on the progress of the wind and solar power development projects covered by the Transaction, and any payment will be subject to individual projects reaching a final investment decision made by Fortum. Any payment related to the Earn-Out would be paid in instalments on a per project basis. No Earn-Out will be paid for any projects that do not reach the final investment decision in 15 years from the closing date. Enersense estimates a probability-weighted Earn-Out of EUR 33 million. Further, Enersense estimates that the potential Earn-Out cash flow of the Transaction could be generated earliest starting from 2027.

“The sale of the wind and solar power project development business is a part of our strategic journey, and it is supporting our target to build sustainable growth in our core businesses. We will focus on project and service operations for the green energy transition in our Power, Industry and Connectivity segments”, says Enersense’s CEO Kari Sundbäck.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

More information:
Kari Sundbäck
CEO
Tel: +358 50 464 7704
Email: kari.sundback@enersense.com

Jyrki Paappa
CFO
Tel: +358 50 556 6512
Email: jyrki.paappa@enersense.com

Media contacts:
Liisi Tamminen
Head of Communications and Sustainability
Tel: +358 44 222 5552
Email: liisi.tamminen@enersense.com

Invitation to Enersense’s Financial Statements Bulletin webcast

Enersense International Plc | Press Release | February 24, 2025 at 09:30:00 EET

Enersense International Plc will publish its Financial Statements Bulletin 2024 on 28 February 2025 at around 12:30 EET. CEO Kari Sundbäck and CFO Jyrki Paappa will present the results on the same day in a webcast at 13:00 EET. The Finnish-language event is intended for investors, analysts, and the media. A recording of the event will be available on the company’s website later.

Please register for the webcast via the registration link: https://enersense.videosync.fi/q4-2024

Welcome!

For more information, please contact:

Liisi Tamminen, Head of Communications and Sustainability
Tel. +358 44 222 5552
liisi.tamminen@enersense.com

Enersense to expand the world’s most climate-friendly zinc plant in Norway

Enersense International Plc | Press Release | February 19, 2025 at 07:50:00 EET

Enersense, a creator of zero emission energy solutions, is bringing Finnish expertise to a zinc plant expansion project in Odda, Norway. A huge amount of steel structures and various mechanical equipment have been transported along fjords to the mountainous area, which is difficult to access.

Near Bergen, in Odda, Norway, amidst magnificent fjords, is one of Europe’s largest zinc factories. Zinc is an important raw material for the construction and chemical industries. Zink is used for example to protect steel from corrosion, which increases the lifetime of steel.

In the past, the downside of zinc production has been high carbon dioxide emissions and heavy metals. However, Boliden’s zinc plant has invested in environmentally friendly technologies and will be the world’s most climate-friendly zinc plant when completed.

As the plant expands, carbon dioxide emissions will be further reduced. Operations will be automated and digitalised. The know-how for this comes from Finland.

Last year, Enersense installed equipment and steel structures requiring meticulous expertise at the factory. Currently, Enersense is installing piping in the factory. These are not small projects, as more than 700 tons of steel structures alone have already been delivered to Norway. More than 800 pieces of equipment or other mechanical assemblies have been installed.

Working at the mercy of nature

According to Project Director Sami Pesonen, manufacturing steel structures and pipelines is demanding work.

“Enersense is a specialist in demanding pipe work and we have skilled and trained staff for this. At best, we have had more than 100 employees on site”, says Pesonen.

What is it like to work in one of the most beautiful places in Europe?

“Most of the work was done under the sky, especially in the beginning. Norway’s nature is beautiful but brutal. Heavy rains made the work difficult, and all the cargo had to be transported by ferry along the fjord. It’s only 120 kilometers from Odda to Bergen, but because of the poor transport links, it takes three hours by car. In addition, in winter, there is a constant risk of avalanches and landslides on the mountain roads”, says Pesonen.

“On the other hand, could you find a less stressful environment? The scenery is stunning, the fjords and high mountains are soothing. And knowing that our work makes a difference to the climate and the cleanliness of the Norwegian fjords makes it meaningful for everyone”, Pesonen adds.

The expansion will double the production of zinc in Odda. The aim is to have production up and running by 2025. Boliden Odda is 100% supplied by local Hydro power energy.

Odda zinc factory, Norway

Inside information, positive profit warning: Enersense raises its 2024 revenue estimate and gives preliminary information on its 2024 financial performance

Enersense International Plc | Inside Information | January 28, 2025 at 13:00:00 EET

Enersense International Plc raises its revenue estimate for 2024 and specifies its EBITDA estimates. The company’s revenue has developed more positively than expected following the completion of several projects at the end of the year.

According to preliminary and unaudited information, Enersense’s revenue for the 2024 financial year is expected to be EUR 413-416 million. Previous guidance had estimated revenue at EUR 385-410 million.

According to preliminary and unaudited information, Enersense’s EBITDA for 2024 is estimated at EUR 14-16 million, of which EUR 10.1 million relates to the termination of the wind power project development cooperation agreement, which has no net result or cash flow impact. As a result of the agreement termination, the company recognised EUR 10.1 million in EBITDA and made a corresponding write-down of EUR 10.1 million in fixed assets. Excluding this impact, EBITDA is estimated at EUR 4-6 million, which is in line with the previous guidance range of EUR 4-8 million.

According to preliminary and unaudited information, the adjusted EBITDA of the core businesses is expected to be EUR 19-21 million. According to previous guidance, the adjusted EBITDA of the core businesses would be EUR 17-21 million.

Previous guidance for the 2024 financial period (issued on 4 December 2024)

In 2024, Enersense’s revenue is expected to be in the range of EUR 385–410 million and EBITDA in the range of EUR 4–8 million. Adjusted EBITDA in the core businesses is forecast to be in the range of EUR 17–21 million.

The financial guidance does not take into account any divestments that may result from the strategic assessment.

Enersense will publish its 2024 Financial Statement Bulletin on 28 February 2025.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

Further information:
Jyrki Paappa
CFO
Tel. +358 50 556 6512
Email: jyrki.paappa@enersense.com

Media contacts:
Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com

Enersense’s Shareholders’ Nomination Board’s proposals to the 2025 Annual General Meeting

Enersense International Plc | Stock Exchange Release | January 27, 2025 at 17:15:00 EET

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.

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

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

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, Sari Helander, Sirpa-Helena Sormunen, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of any significant shareholders. Anders Dahlblom is not independent of one the company’s significant shareholder as he is working as COO of Virala Oy Ab, the parent company of Nidoco AB.

Proposal for the fee to 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

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.

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

ENERSENSE INTERNATIONAL PLC
Liisi Tamminen
Head of Communications and Sustainability

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

Media contacts:
Liisi Tamminen, Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

DISTRIBUTION:
Nasdaq Helsinki
Key media
www.enersense.com

Inside information: Enersense sells its wind and solar power project development business

Enersense International Plc | Inside Information | December 19, 2024 at 09:15:00 EET

Enersense Wind Ltd, a subsidiary of Enersense International plc (“Enersense”), has today signed a share purchase agreement under which its wind and solar power project development business will be sold to Fortum (the “Transaction”).

The Transaction is executed by the sale of shares in a subsidiary of Enersense Wind Ltd, to which the wind and solar power development business of Enersense Wind Ltd will be transferred prior to the completion of the Transaction. The Transaction consists of a fixed cash and debt-free purchase price of EUR 9.25 million and a variable price up to EUR 74 million, which is based on the progress of the wind and solar power development projects covered by the Transaction, and any payment will be subject to individual projects reaching a final investment decision made by Fortum (“Earn-Out“). The fixed purchase price will be paid in cash at completion of the Transaction. The Transaction is expected to be completed by the end of the first quarter in 2025 and it is subject to customary closing conditions.

Any payment related to the Earn-Out would be paid in instalments on a per project basis. No Earn-Out will be paid for any projects that do not reach the final investment decision in 15 years from the closing date. Enersense estimates a probability-weighted Earn-Out of EUR 33 million. Further, Enersense estimates that the potential Earn-Out cash flow of the Transaction could be generated earliest starting from 2027. At the completion of the Transaction, Enersense will record approximately a EUR 19 million profit, and its equity ratio will increase by some 7 percentage points.

As announced on June 19, 2024, Enersense has revised its strategy and is focusing on its core businesses in project and service operations for the green energy transition. Enersense is developing the strategy of its core businesses in Industry, Power and Connectivity segments. The divestment of the onshore wind power and solar power project development operations is a part of the company’s new strategy. Enersense continues the strategic assessment of the offshore wind and emission-free transport solution businesses.

“The sale of the wind and solar power project development business is a part of our strategic journey, and it is supporting our target to build sustainable growth in our core businesses. We are happy that wind power plays a key role in the new owner’s strategy and that Fortum shares our ambition to enable a carbon neutral society. Enersense continues to develop its core businesses to increase shareholder value sustainably”, says Enersense’s CEO Kari Sundbäck.

The project development business sold in the Transaction comprises of Enersense’s portfolio of wind and solar power development projects, together with project management personnel and other resources. The Transaction is structured as a sale of shares in Joupinkangas Wind Farm Oy, which is a wholly owned subsidiary of Enersense Wind Ltd. As a part of the preparation of the Transaction, the majority of the assets and liabilities as well as the employees of Enersense Wind Ltd. relating to the project development business will be transferred to Joupinkangas Wind Farm Oy. In 2023, Enersense recorded EUR 10.1 million in revenue and EUR 0.7 million net result for the wind and solar power project development.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

More information:

Kari Sundbäck
CEO
Tel. +358 50 464 7704
kari.sundback@enersense.com

Jyrki Paappa
CFO
Tel. +358 50 556 6512
jyrki.paappa@enersense.com

Media contacts:

Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
liisi.tamminen@enersense.com

Distribution:

Nasdaq Helsinki
Major media
www.enersense.com

Inside information: Enersense sells its wind and solar power project development business

Inside information: Enersense has signed a EUR 70 million agreement to provide field services for Telia Finland Oyj’s telecommunications network

Enersense International Plc | Inside Information | December 10, 2024 at 15:00:00 EET

Enersense International Plc, a provider of zero emission energy solutions, and Telia Finland Oyj have signed a three-year extension agreement on the provision of telecommunications network field services. The value of the agreement is EUR 70 million and will be recognised in the order backlog of Enersense’s Connectivity segment for the fourth quarter of 2024. The agreement includes one option year.

The agreement covers mobile and fixed network construction services, customer delivery and fault repair services, and preventive maintenance services in Finland. The agreement is a continuation of the companies’ long-standing cooperation and its scope is similar to their previous framework agreement on field services. The new agreement period will begin on 1 April 2025.

“The multi-year, extensive partnership enables us to develop our services in the long term together with our customer. I would like to thank Telia for the trust and our personnel for their high-quality work. We are pleased that the agreement also reflects our commitment to sustainability work and in particular to setting emission reduction targets. As an enabler of the green energy transition, it is important for us to act in line with the Paris Climate Agreement and to support our customers in achieving their sustainability goals,” says Miika Eerola, Vice President, Connectivity at Enersense.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

Further information:
Miika Eerola, Vice President, Connectivity segment
Tel. +358 40 641 7041
Email: miika.eerola@enersense.com

Media contacts:
Liisi Tamminen, Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.fi

Inside information: Enersense has signed a EUR 70 million agreement to provide field services for Telia Finland Oyj's telecommunications network

Enersense to update its revenue guidance for 2024

Enersense International Plc | Stock Exchange Release | December 04, 2024 at 15:00:00 EET

Enersense International Plc updates its revenue guidance to EUR 385–410 million from the previous guidance EUR 365–390 million for the 2024 financial period. The company’s revenue has developed positively both in the core businesses and the businesses under strategic review. Enersense’s guidance regarding EBITDA and adjusted EBITDA in the core businesses remains unchanged.

New guidance for the 2024 financial period

The financial guidance does not take into account any divestments that may result from the strategic assessment.

Previous guidance for the 2024 financial period (issued on 1 August 2024)

In 2024, Enersense’s revenue is expected to be in the range of EUR 365–390 million and EBITDA in the range of EUR 4–8 million. Adjusted EBITDA in the core businesses is forecast to be in the range of EUR 17–21 million.

In 2024, revenue is expected to grow. The EBITDA is expected to improve in the latter part of the year, taking normal seasonal variation into account, following the measures to improve profitability.

The financial guidance does not take into account any divestments that may result from the strategic assessment.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

Further information:
Jyrki Paappa
CFO
Tel. +358 50 556 6512
Email: jyrki.paappa@enersense.com

Media contacts:
Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense to update its revenue guidance for 2024

Enersense signs agreement on maintenance of Heinineva solar power park

Enersense International Plc | Press Release | November 08, 2024 at 11:30:00 EET

Enersense and EPV Aurinkovoima Oy have signed an agreement on the maintenance of the Heinineva solar power park. Heinineva, located in Lapua, is one of Finland’s largest solar power parks with a capacity of approximately 86 MWp and will produce more than 80 GWh of energy per year.

Enersense has previously cooperated with EPV Energy, the parent company of EPV Solar Power, and thus Heinineva’s maintenance agreement deepens the partnership. Enersense is also responsible for the maintenance of EPV Alueverkko Oy’s substations and transmission lines. The agreement now signed will be entered in the order backlog of Enersense’s Power business in the fourth quarter of 2024.

“Heinineva’s maintenance agreement strengthens our portfolio in the maintenance of renewable energy systems and is our largest project in terms of solar power. Solar power plants of this size are still relatively new in Finland, and we are proud to be among the first to secure the security of supply of this form of production as well. We already have strong expertise in the maintenance of solar power plants, and such a large production facility brings new, interesting operating methods from the maintenance perspective. The use of drones for panel field inspection and thermal imaging is one good example of how we can adapt to the new maintenance methods brought about by the energy transition alongside traditional substation maintenance,” says Antti Toppinen, Sales Manager of substation maintenance at Enersense.

“Our selected service partner brings strong expertise and locality to Heinineva’s service and continues EPV Group’s long-term cooperation with Enersense now with a new production form,” says Ari Soininen, CEO of EPV Aurinkovoima.

More information:

Antti Toppinen, Sales Manager, Substation Maintenance

Tel.: +358 40 556 5358

Email: antti.toppinen@enersense.com

Media Contacts:

Liisi Tamminen, Head of Communications and Sustainability

Tel.: +358 44 222 5552

Email: liisi.tamminen@enersense.com

Enersense signs agreement on maintenance of Heinineva solar power park

Enersense International Plc’s January–September 2024 Business Review: Enersense’s profitability improved significantly

Enersense International Plc | Business review Q3/2024 | October 28, 2024 at 12:30:00 EET

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 amounts have been rounded off from exact figures, which may result in minor inaccuracies in additions or subtractions.

The Group’s core business operations include the mechanical project business, the electrical and automation business and the operation and maintenance business in the Industry segment, and the design, construction and maintenance of transmission grids and substations, as well as wind and solar farms, in the Power segment. The Connectivity segment’s business operations as a whole – the design, construction and maintenance of fixed and wireless telecommunications networks – are included in the Group’s core business operations.

July–September 2024

Revenue EUR 111.5 (94.2) million, 18.4% year on year.

EBITDA EUR 8.6 (3.9) million, EBITDA margin 7.7 (4.2)%.

Revenue from core businesses EUR 90.9 (89.6) million.

Adjusted EBITDA for core businesses EUR 9.0 (5.0) million.

Operating profit EUR 6.1 (1.6) million, profit margin 5.5 (1.7)%.

Undiluted earnings per share EUR 0.19 (-0.05).

On 23 September 2024, Kari Sundbäck started as the CEO of the company.

On 20 September 2024, Enersense announced having signed an agreement with Boliden, a Swedish metal company, concerning an extensive development project related to the Odda production plant in Norway. The agreement covers the installation and manufacture of process pipelines in the same areas where Enersense has been carrying out equipment and steel installation work since 2023. The agreement will be recognised in the Industry segment’s fourth-quarter order book.

January–September 2024

Revenue EUR 310.5 (255.5) million, 21.5% year on year.

EBITDA EUR 3.6 (7.0) million, EBITDA margin 1.2 (2.8)%.

Revenue from core businesses EUR 252.8 (243.0) million.

Adjusted EBITDA for core businesses EUR 16.9 (10.6) million.

Operating profit EUR -4.0 (-0.1) million, profit margin -1.3 (0.0)%.

Undiluted earnings per share EUR -0.98 (-0.39).

Order backlog EUR 353 (511) million at the end of September. Especially the order books of the Industry and Connectivity segments decreased from the comparison period.

After the review period:

On 14 October 2024, Enersense announced that The European Patent Office (EPO) had granted a European patent for the gravity-based base solution for an offshore wind power plant developed by the company.

On 9 October 2024, Enersense announced having won a contract in Fingrid’s public bidding process for the construction of new substations in Lemmensaari and Sydänmaa. The project will employ Enersense until the end of 2026. The value of the contract is approximately EUR 13 million and it was recognised in the order book of the Power segment for the third quarter of 2024.

On 11 October 2024, Enersense announced having signed an agreement with Telia Towers Finland Oy, a Finnish mast and equipment infrastructure owner, on the maintenance of mast and equipment room infrastructure. The four-year agreement includes maintenance work on Telia Towers’ mast and equipment room infrastructure throughout Finland and will be recognised in the order book of the Connectivity segment for the fourth quarter of 2024. The cooperation can be continued with two one-year options.

Guidance for the 2024 financial period (issued on 1 August 2024)

In 2024, revenue is expected to grow. The EBITDA is expected to improve in the latter part of the year, taking normal seasonal variation into account, following the measures to improve profitability.

The financial guidance does not take into account any divestments that may result from the strategic assessment

Key figures

	7–9/2024	7–9/2023	Change-%	1–9/2024	1–9/2023	Change-%	1–12/2023
Revenue, (EUR 1,000)	111,503	94,168	18.4	310,470	255,491	21.5	363,318
EBITDA, (EUR 1,000)	8,632	3,945	118.8	3,595	7,049	-49.0	14,704
Core business	8,640	4,336		7,832	10,646		14,925
Non-Core business	-8	-392		-4,236	-3,599		-221
EBITDA, %	7.7	4.2		1.2	2.8		4.0
Adjusted EBITDA, Core business, (EUR 1,000)	8,980	5,030		16,872	11,503		18,386
Operating profit, (EUR 1,000)	6,105	1,597	n.a	-3,981	-51	n.a	5,260
Operating profit, %	5.5	1.7		-1.3	—		1.4
Result for the period, (EUR 1,000)	3,663	-1,129	n.a	-15,562	-6,793	-129.1	-9,149
Equity ratio, %	18.3	26.8		18.3	26.8		26.0
Gearing, %	117.8	72.7		117.8	72.7		70.2
Return on equity, %	8.1	-1.9		-34.3	-11.5		-16.0
Earnings per share, undiluted, EUR	0.19	-0.05		-0.98	-0.39		-0.54
Earnings per share, diluted, EUR	0.19	-0.05		-0.98	-0.39		-0.54

CEO Kari Sundbäck

After a challenging first half of the year, Enersense had an encouraging third quarter. Revenue in July–September increased by 18% from the comparison period and amounted to EUR 111.5 million. The growth was primarily driven by the Industry segment’s higher service and project business volumes and the favourable development of the Connectivity segment’s project business related to the construction of optical fibre networks.

Our efficiency programme is progressing as planned, and our systematic work to improve profitability is bearing fruit. After a loss-making second quarter, the Group’s EBITDA returned to positive and amounted to EUR 8.6 (3.9) million in the third quarter. Profitability improved in all segments. The businesses subject to a strategic assessment were loss-making in the early part of the year, but in the third quarter, their combined result was zero (EUR -0,4 million Q3/2023), for which I would like to thank the entire personnel of the units.

At the end of the review period, the Group’s order backlog stood at EUR 353 (511) million. The Industry segment’s order backlog decreased due to some long-term customer projects being close to completion. Although the construction of optical fibre networks continued at a good level, the Connectivity segment’s order backlog was particularly impacted by continued caution of telecom operators, especially in terms of mobile network investments. There were delays in some investment decisions in renewable energy, which had an effect on the Power segment’s order backlog. Additionally, in the comparison period, the segment’s order backlog was exceptionally high as a result of electricity distribution system synchronisation projects between the Baltic countries and Europe.

We entered into significant contracts

During the third quarter, we entered into significant agreements, including the one with Boliden, a Swedish metal company, for an extensive development project related to the Odda production plant in Norway. After the review period, we announced a four-year contract with Telia Towers Finland Oy on the maintenance of their mast and equipment room infrastructure, and an agreement with Fingrid on the construction of new substations in Lemmensaari and Sydänmaa.

Strategic assessment progressing as planned

In June, we announced that we would focus on our core businesses, which provide project and service operations for the green energy transition, and would carry out a strategic assessment of our businesses related to onshore wind power and solar energy project development, offshore wind power, and zero-emission transport solution development. The strategic assessment is progressing as planned, and we will report the results once the assessment has been completed.

We will continue to systematically implement our strategy to improve profitability

I started as the CEO of Enersense in late September. During my first few weeks here, I have sought to meet as many customers as possible and get to know our own teams. I am impressed by our people’s expertise and commitment to serving our customers. As one of our customers put it, “Enersense has a positive attitude and drive that cannot be found elsewhere in Finland”. We have a lot of positive and innovative spirit on which to build a good future.

We innovate in sustainability together with our customers. It is an essential part of our focus on our core business: the development of high-quality services that enable a sustainable green energy transition for our partners in the energy, telecommunications and industrial sectors, primarily in Finland and the Baltic countries. A prime example of this is the European patent granted by the European Patent Office for the gravity-based base solution we developed for offshore wind power plants.

During the rest of the year, we will focus on completing the strategic assessment we announced in June, and on sharpening our strategy for the selected core businesses, improving the company’s profitability and increasing shareholder value.

I would like to thank everyone at Enersense for an encouraging third quarter. I would also like to take this opportunity to thank Juha Silvola, who led Enersense as its interim CEO for almost the entire third quarter and now serves as the head of the Power and Connectivity segments. My thanks also go to our customers, partners and investors. With determination, Enersense will continue to focus on serving its customers and further developing its operations in line with its strategic guidelines.

This release is a summary of Enersense’s January–September 2024 Business Review. The complete report is attached to this release as a pdf file. It is also available on the company’s website at www.enersense.com/press-releases/reports-and-presentations/.

ENERSENSE INTERNATIONAL PLC
Kari Sundbäck
CEO

More information:
Kari Sundbäck
CEO
Tel. +358 50 464 7704
Email: kari.sundback@enersense.com

Jyrki Paappa
CFO
Tel. +358 50 556 6512
Email: jyrki.paappa@enersense.com

Media contacts:
Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense Business Review Q3 2024

Enersense Q3 2024 presentation

Patent granted for offshore wind farm base solution developed by Enersense

Enersense International Plc | Press Release | October 14, 2024 at 14:00:00 EEST

The European Patent Office (EPO) has granted a European patent for the gravity-based base solution for an offshore wind power plant developed by Enersense.

What is special about the base solution is its transportation by floating to the installation site. Installation on the bottom is done by ballasting, and by de-ballasting, the base can be lifted up and reused in a new location or delivered for recycling at the end of the product’s life cycle. When using ballast, the use of large floating crane vessels is avoided when installing the stand.

The development of the concept began in 2017, and the official patent application was published on March 13, 2020. The European patent was officially published on 11.9.2024. The patent number is 3879035.

“We are very proud of this new patent, which represents a significant step forward for the offshore wind industry. This patent strengthens our position as an innovation leader and gives us even better opportunities to meet our customers’ needs and develop new, top-quality solutions,” says Niko Suomela, Vice President, Enersense Offshore Business.

More information:

Niko Suomela, Vice President, Enersense Offshore Business
Tel. +358 40 583 3778
Email: niko.suomela@enersense.com

Media contacts:

Tommi Manninen, viestintä- ja yhteiskuntasuhdejohtaja
Tel.: +358 40 0437515
Email: tommi.manninen@enersense.com

Patent granted for offshore wind farm base solution developed by Enersense

Enersense signs agreement on maintenance of Telia Towers’ mast and equipment room infrastructure

Enersense International Plc | Investor News | October 11, 2024 at 15:30:00 EEST

Enersense, a provider of emission-free energy solutions, and Telia Towers Finland Oy, a Finnish mast and equipment infrastructure owner, have signed an agreement on the maintenance of mast and equipment room infrastructure. The four-year agreement includes maintenance work on Telia Towers’ mast and equipment room infrastructure throughout Finland and will be recognised in the order book of the Connectivity business area for the fourth quarter of 2024. The cooperation can be continued with two one-year options.

“We are very pleased to continue our cooperation with Enersense nationwide. This agreement is significant for us and guarantees the high-quality maintenance of our masts. Enersense’s high-quality work and customer orientation have convinced us in our previous cooperation. We can now better focus on developing the comprehensive customer experience and our business, as our partner takes care of the trouble-free operation of our masts and equipment facilities”, says Joni Korkeakangas, Production Director at Telia Towers.

“We are already a partner of Telia Towers, and we are happy that our cooperation will expand to cover the whole country with the agreement. The agreement deepens our partnership and enables new ways to proactively and sustainably develop critical infrastructure maintenance. The agreement is a clear indication of our expertise and appreciation as well as the benefits of long-term cooperation for the customer”, says Miika Erola, Vice President of Enersense’s Connectivity Operations.

More information:

Miika Erola, Vice President, Connectivity Operations

Tel.: +358 40641 7041

Email: miika.erola@enersense.com

Joni Korkeakangas, Production Director, Telia Towers Finland Oy

Tel.: +358 50332 1182

Email: joni.korkeakangas@teliacompany.com

Media contacts:

Tommi Manninen, SVP, Communications and Public Affairs

Tel.: +358 40 043 7515

Email: tommi.manninen@enersense.com

Enersense signs agreement on maintenance of Telia Towers' mast and equipment room infrastructure

Enersense selected as main contractor for Fingrid’s Lemmensaari and Sydänmaa substation project

Enersense International Plc | Investor News | October 09, 2024 at 13:30:00 EEST

Enersense, a provider of emission-free energy solutions, has won a contract in Fingrid’s public bidding process for the construction of new substations in Lemmensaari and Sydänmaa. The substations are implemented as air-insulated open switchgear. The project will employ Enersense until the end of 2026. The value of the contract is approximately EUR 13 million and it will be recognised in the order book of the Power business area for the third quarter of 2024.

“The new substations in Lemmensaari and Sydänmaa will connect significant data centre operators to the main grid and improve the system security of the distribution network and power production. Fingrid will continue to responsibly deploy the new SF6-free technology at these sites. We are happy to be able to carry out these projects together with the professional and enthusiastic Enersense staff. Our experiences of cooperation have always been excellent”, says Daniel Kuosa, Fingrid’s Construction Manager at substations.

“Enersense has a very capable substation team and a strong cooperation relationship with Fingrid. This creates a good foundation for successful project activities. We are happy to have a great continuation of our ongoing projects”, says Anssi Niiles, Vice President of Enersense’s substation business.

The decision is final after the appeal period under the Act on Public Contracts has expired.

More information:

Anssi Niiles, Vice President, Substations, Power
Tel.: +358 50 401 7994
Email: anssi.niiles@enersense.com

Media contacts:

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

Enersense selected as main contractor for Fingrid's Lemmensaari and Sydänmaa substation project

A change in Enersense’s Group Executive Team

Enersense International Plc | Stock Exchange Release | October 01, 2024 at 14:55:00 EEST

Jaakko Leivo, EVP, Industry business area and a member of the Group Executive Team of Enersense International Plc has announced his resignation from his position. Leivo will continue in his role and as a member of the Group Executive Team until December 31, 2024. The company has initiated succession search.

“On behalf of myself and all Enersense employees, I want to express our sincere gratitude to Jaakko for his work. Our Industry business area offers demanding projects and services to energy and industrial companies operating in the green energy transition sector. The business area has grown significantly and has a strong and stable relationship with a wide range of customers who are central to our strategy. We will continue to work every day to maintain and further strengthen these good partnerships and connections,” says Kari Sundbäck, President and CEO of Enersense International Plc.

ENERSENSE INTERNATIONAL PLC

Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

A change in Enersense’s Group Executive Team

Alexander Ehrnrooth appointed Chairman of Enersense International Plc’s Shareholders’ Nomination Board

Enersense International Plc | Stock Exchange Release | September 27, 2024 at 16:00:00 EEST

The Shareholders’ Nomination Board of Enersense International Plc has today elected Alexander Ehrnrooth as its Chairman from among its members. Based on the ownership situation according to 2.9.2024, the Shareholders’ Nomination Board of Enersense International Plc consists of representatives of the three largest shareholders:

Alexander Ehrnrooth, Nidoco AB

Marjo Miettinen, Ensto Invest Ltd

Janne Vertanen, Verman Holding Ltd

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:
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Major media
www.enersense.com

Alexander Ehrnrooth appointed Chairman of Enersense International Plc's Shareholders' Nomination Board

Enersense International Plc´s financial reporting and Annual General Meeting in 2025

Enersense International Plc | Stock Exchange Release | September 20, 2024 at 14:00:00 EEST

Enersense International Plc´s Financial Statements Bulletin for the year 2024 will be published on Friday 28 February 2025. Financial Statements and Board of Directors’ Report for 2024 will be published on Wednesday 26 March 2025.

In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2025:

January-March on Wednesday 30 April 2025.
January-June on Tuesday 5 August 2025.
January-September on Friday 31 October 2025.

Enersense International Plc´s Annual General Meeting 2025 is planned to be held on Wednesday 16 April 2025. Enersense’s Board of Directors will summon the Annual General Meeting at a later date.

A shareholder who wishes to include a matter on the agenda of the Annual General Meeting should submit such request by 26 February 2025 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com.

ENERSENSE INTERNATIONAL PLC

Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

DISTRIBUTION:
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Enersense International Plc´s financial reporting and Annual General Meeting in 2025

Enersense Works and Boliden signed an agreement for the manufacture and installation of pipelines at the Odda plant

Enersense International Plc | Press Release | September 20, 2024 at 10:30:00 EEST

Enersense and the Swedish metal company Boliden have signed an agreement in an extensive development project at the Odda plant in Norway.

Enersense Works Oy, part of the Industry business area, has been involved in a project focusing on environmental sustainability and increasing production capacity for equipment and steel installations since the beginning of 2023. The agreement now signed also covers the installation and manufacturing of process piping in the same areas where Enersense has already carried out equipment and steel installation work. The agreement will be recognized in Industry business area’s fourth quarter backlog.

“When completed, the Odda plant will become the most climate effective plant in its field in the world, and it is great to be involved in enabling such green development. We are very grateful and proud that the excellent cooperation with Boliden will continue, and that the customer is confident in Enersense’s ability to deliver demanding process pipelines to this extent,” says Mikko Lampinen, COO of Enersense Works Oy.

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 40 043 7515
Email: tommi.manninen@enersense.com

Enersense Works and Boliden signed an agreement for the manufacture and installation of pipelines at the Odda plant

Enersense International Plc’s Shareholders’ Nomination Board

Enersense International Plc | Stock Exchange Release | September 03, 2024 at 14:00:00 EEST

According to the decision of Enersense International Plc’s Annual General Meeting, the three shareholders who hold the largest share of the votes cast by all the company’s shares according to the shareholders’ register maintained by Euroclear Finland Ltd on the first working day of September preceding the Annual General Meeting, have the right to nominate members representing shareholders. At the request of the Committee, the Chairman of the Board of Directors may act as an expert on the Nomination Board without membership or the right to vote.

Based on the ownership status of Enersense International Plc on 2 September 2024, the three major shareholders and their representatives have been appointed to Enersense International Plc’s Shareholders’ Nomination Board as follows:

Alexander Ehrnrooth, Nidoco AB

Marjo Miettinen, Ensto Invest Ltd

Janne Vertanen, Verman Holding Ltd

Enersense International Plc’s Nomination Board prepares and presents to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting proposals on

* the remuneration of the Board of Directors

* the number of the Board of Directors, and

* the members of the Board of Directors.

The now appointed Nomination Board will forward its proposals for the 2025 Annual General Meeting to the Board of Directors by 31 January 2025.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense International Plc’s Shareholders’ Nomination Board

Insider information: Enersense’s new CEO Kari Sundbäck starts on 23 September

Enersense International Plc | Inside Information | August 29, 2024 at 12:40:00 EEST

On 11 July 2024, Enersense announced that its Board of Directors has appointed Kari Sundbäck as the CEO of the company from 25 November 2024. However, Sundbäck will start earlier at Enersense on 23 September 2024.

Juha Silvola will continue as the acting CEO until 22 September 2024, after which he will return to his previous position as the Executive Vice President of the Power and Connectivity business areas.

Kari Sundbäck has previously worked as the EVP of services, solutions, digitalisation and sustainable development at Caverion Group and in international leadership positions at Nokia and KONE.

“We are happy to have Kari here to implement our strategy, which we updated in June to support the green energy transition. As a result, our goal is to improve our company’s profitability and shareholder value. I also want to take this opportunity to thank Juha Silvola for his good contribution as acting CEO,” says Anders Dahlblom, Chair of Enersense’s Board of Directors.

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

Anders Dahlblom, Chair of the Board of Directors

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

DISTRIBUTION
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Key media
www.enersense.com

Insider information: Enersense’s new CEO Kari Sundbäck starts on 23 September

A change in Enersense’s Remuneration Committee

Enersense International Plc | Stock Exchange Release | August 01, 2024 at 15:25:00 EEST

In its meeting today, on 1 August 2024, Enersense International Plc’s Board of Directors has elected among its members Anders Dahlblom as the Chair of the Remuneration Committee. Dahlblom also acts as the Chair of the Board of Directors of Enersense.

Anna Miettinen, Sirpa-Helena Sormunen and Ville Vuori continue as other members of the Remuneration Committee. Former Chair of the Remuneration Committee, Jaakko Eskola, resigned from Enersense’s Board of Directors on 11 July 2024.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

Anders Dahlblom, Chair of the Board, Chair of the Remuneration Committee

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

A change in Enersense’s Remuneration Committee

A change in Enersense’s Group Executive Team

Enersense International Plc | Stock Exchange Release | August 01, 2024 at 12:30:00 EEST

Tommi Manninen, SVP, Communications and Public Affairs and a member of the Group Executive Team of Enersense International Plc has announced his resignation from the company.

”I would like to express my warm thanks to Tommi for good cooperation in his work as the SVP, Communications and Public Affairs and a member of the Group Executive Team during the past three years. During Tommi’s time the visibility and awareness of the company among different stakeholders as well as our sustainability work have developed to a completely new level, which gives us a good foundation for further development. On behalf of myself and the entire company I wish Tommi all the best in the future,” says Juha Silvola, acting CEO.

“Enersense is determined to continue with implementing its new strategy. Our focus is on our core businesses and we continue our work to improve our profitability. Tommi will continue in his position until 18 October 2024 after which Jyrki Paappa, CFO, will be responsible for Enersense’s communications and investor relations function,” Silvola continues.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

Juha Silvola, CEO (acting)
Tel. +358 40 7631599
Email: juha.silvola@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

A change in Enersense’s Group Executive Team

Enersense International Plc’s Half-year Financial Report January–June 2024: Insider information: Difficult first half of the year, reaching turnaround at the end – new guidance for 2024

Enersense International Plc | Half-year Financial Report | August 01, 2024 at 12:25:00 EEST

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 2024

Revenue EUR 100.8 million (86.3), 16.8% year-on-year.
EBITDA EUR -9.5 million (3.0), EBITDA margin -9.4% (3.5).
Revenue of the core businesses EUR 83.1 (82.8) million.
Adjusted EBITDA in the core businesses EUR 3.9 (4.0) million.
Operating result EUR -11.8 million (0.6), result margin -11.7% (0.7).
Undiluted earnings per share EUR -0.84 (-0.11).

January–June 2024

Revenue EUR 199.0 million (161.3), 23.3% year-on-year.
EBITDA EUR -5.0 million (3.1), EBITDA margin -2.5% (1.9).
Revenue of the core businesses EUR 161.9 (153.3) million.
Adjusted EBITDA in the core businesses EUR 7.9 (6.5) million.
Operating result EUR -10.1 million (-1.6), result margin -5.1% (-1.0).
Undiluted earnings per share EUR -1.18 (-0.34).
The renewable energy project portfolio totalled 4,7 GW (12/2023: 3,3 GW), at the end of the review period. Of this, solar power projects represented 0,7 GW (12/2023: 0 GW). In addition, projects in feasibility study phase totalled 6,7 GW (12/2023: 4,0 GW).
The order backlog stood at EUR 415 million (527) at the end of the first half of the year.
On 9 April 2024 Enersense announced that Mikko Jaskari, the company’s CFO and a member of the Group Executive Team, will step down from his position and Jyrki Paappa has been appointed new CFO and member of the Group Executive Team from 22 July 2024, until which Risto Takkala is Enersense’s acting CFO.
On 29 April 2024 Enersense announced that it writes down a EUR-6-million receivable following an arbitral tribunal’s decision in Lithuania, and withdraws its 2024 EBITDA guidance for the time being.
On 3 May 2024 Enersense announced that CEO Jussi Holopainen will leave his position and the company starts the recruitment process for a new CEO. Juha Silvola, EVP of Enersense’s, Power and Connectivity business areas, was appointed as acting CEO from 3 May 2024.
On 19 June 2023 Enersense announced that it has revised its strategy and will focus on its core businesses – project and service operations for the green energy transition. Also, an agreement on a new EUR-10-million revolving credit facility was announced as well as the decision of the company’s Board not to exercise the right to distribute funds as a return of capital.
Enersense has agreed with its financing providers that covenants will not be measured at 30 June 2024. Measurement of the new covenants that were agreed on in connection with the RCF will begin on 30 September 2024.
Along with its new strategy, Enersense has introduced, as a new KPI, adjusted EBITDA of the core businesses. Core businesses include maintenance, resource and project services for onshore production plants in the Industry business, design, construction and maintenance of transmission grids and electric substations as well as wind farms and solar farms and the entire Connectivity business.

After the review period:

On 11 July 2024 Enersense announced that its Board of Directors has appointed Kari Sundbäck as the President and CEO of the company as of 25 November 2024. Juha Silvola will continue as the acting CEO of Enersense until 24 November 2024 after which he will return to EVP, Power and Connectivity business areas. On the same occasion it was announced that Anders Dahlblom, member of the Board, has been elected as the Chair of the Board as Jaakko Eskola has chosen to step down from this position and from the Board.

Guidance for the financial period 2024

In 2024, Enersense’s revenue is expected to be in the range of EUR 365-390 million and EBITDA in the range of EUR 4–8 million. Adjusted EBITDA in the core businesses is forecast to be in the range of EUR 17–21 million.

In 2024, revenue is expected to grow. The EBITDA is expected to improve in the latter part of the year, taking normal seasonal variation into account, following the measures to improve profitability.

The financial guidance does not take into account any divestments that may result from the strategic assessment (insider information, 19 June 2024).

Guidance updated on 29 April 2024
Enersense announced in a stock exchange release on 29 April 2024 that it withdraws its EBITDA guidance given for the year 2024 for the time being. The company’s estimate on the revenue development in 2024 remained unchanged.

Key figures

	4–6/2024	4–6/2023	Change %	1–6/2024	1–6/2023	Change %	1–12/2023
Revenue, (EUR 1,000)	100,825	86,324	16.8	198,967	161,322	23.3	363,318
EBITDA, (EUR 1,000)	-9,526	3,046	n.a.	-5,037	3,103	n.a.	14,704
Core business	-4,162	4,709		-808	6,310		14,925
Non-Core business	-5,364	-1,663		-4,229	-3,207		-221
EBITDA, %	-9.4	3.5		-2.5	1.9		4.0
Adjusted EBITDA, core business, (EUR 1000)	3,944	4,006		7,892	6,473		18,386
Operating profit, (EUR 1,000)	-11,819	645	n.a.	-10,085	-1,648	n.a.	5,260
Operating profit, %	-11.7	0.7		-5.1	-1.0		1.4
Result for the period, (EUR 1,000)	-13,705	-1,886	n.a.	-19,225	-5,663	n.a.	-9,149
Equity ratio, %	15.8	27.8		15.8	27.8		26.0
Gearing, %	125.9	66.6		125.9	66.6		70.2
Return on equity, %	-31.1	-3.2		-43.6	-9.5		-16.0
Earnings per share, undiluted, EUR	-0.84	-0.11		-1.18	-0.34		-0.54
Earnings per share, diluted, EUR	-0.84	-0.11		-1.18	-0.34		-0.54

President and CEO (acting) Juha Silvola

“Enersense’s growth continued in the first half of 2024. Our revenue increased by 23.3% to EUR 199.0 (161.3) million. The Group’s EBITDA turned into negative and was EUR -5.0 (3.4) million. In our view, the second quarter was the weakest of the year due to loss-making offshore business, costs relating to ramp-up of the EV charging business as well as the write-downs. Thanks to actions taken during the spring the turnaround in the profitability development started to be visible at the end of the second quarter, and the outlook for the latter part of the year is positive. Along with the new strategy, we have introduced a new KPI i.e. adjusted EBITDA of the core businesses. The adjusted EBITDA of the core businesses improved in the first half of the year, laying a good foundation for the future. The Group’s order backlog continued to be at a good level at the end of the review period, at EUR 415 (527) million, taking into account normal fluctuations in orders received.

In June, we announced that we will focus on our core businesses, which provide project and service operations for the green energy transition. These core businesses include maintenance, resource and project services for onshore production plants in the Industry business, design, construction and maintenance of transmission grids and electric substations as well as wind farms and solar farms and the entire Connectivity business. Along with the renewed strategy we will abandon our previous goal of becoming a zero-emission energy producer. In addition, we are considering selling our onshore wind power and solar power project development operations and are carrying out a strategic assessment of our offshore wind power business and our business operations focusing on the development of zero-emission transport solutions. On the same occasion we agreed with our financing providers on a EUR-10-million senior unsecured revolving credit facility (RCF) to support the implementation of the company’s strategy. The company will publish further information about the progress of the strategic assessment at the appropriate time.

Profitability of the core businesses is at the core of our actions. During the first part of the year, and especially in the second quarter, there were significant non-recurring items in the core businesses that turned their EBITDA negative. However, in the first half of the year, the adjusted EBITDA of the core businesses improved year-on-year thanks to better profitability in the transmission network projects and growth of the Connectivity segment’s revenue and measures to improve profitability.

Profitability of the businesses defined in the renewed strategy as non-core businesses was weak in the first half of the year. EBITDA for the non-core businesses was burdened especially by the offshore business, whose loss deepened further during the second quarter. In the second quarter, we have examined the causes for the challenges of the non-core business’s weak profitability, and analysed their risk positions and outlook. In the offshore business measures to improve profitability started to bring first results towards the end of the period and EBITDA is expected to be positive in second half of the year. The ramp-up of the EV charging business has been slower than anticipated in the tightened market situation and this has reflected into its profitability.

Based on the good profitability development in the core businesses and measures to improve profitability in the non-core businesses we have today given a new full-year guidance for 2024. Our view is that we have now reached the turning point and the second half is stronger than the first part of the year thanks to the corrective actions. In 2024, we expect the revenue to be in the range of EUR 365–390 million and EBITDA in the range of EUR 4–8 million. Adjusted EBITDA in the core businesses is forecast to be in the range of EUR
17–21 million.

The growth outlook in the green energy transition for the project and service business operations is good, particularly in energy infrastructure construction, and we are determined to take measures to improve profitability in all segments, using our strong professional skills to create a path to profitable growth. I would like to thank all Enersense employees for their commitment to these efforts and to welcome Kari Sundbäck, the new President and CEO, who will start on 25 November 2024, and Anders Dahlblom, the new Chair of the Board, whose appointments we announced on 11 July 2024, to accelerate the implementation of Enersense’s new strategy.”

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/investors/.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

Juha Silvola, CEO (acting)
Tel. +358 40 7631599
Email: juha.silvola@enersense.com

Jyrki Paappa, CFO
Tel.: +358 50 556 6512
Email: jyrki.paappa@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

Half-year Financial Report 2024

Insider information: Enersense appoints Kari Sundbäck as its President and CEO – the Chair of the Board of Directors changes

Enersense International Plc | Inside Information | July 11, 2024 at 10:00:00 EEST

The Board of Directors of Enersense has appointed Kari Sundbäck as the President and CEO of the company as of 25 November 2024. Juha Silvola will continue as the acting CEO of Enersense until 24 November 2024 after which he will return to EVP, Power and Connectivity business areas.

In its meeting today, the Board of Directors has also elected the current member of the Board, Anders Dahlblom, as the new Chair of the Board of Directors. Dahlblom will succeed Jaakko Eskola who has chosen to step down from his position. Eskola has served as the Chair of Enersense’s Board of Directors since 2021. Enersense’s Board will comprise seven (7) members until the next Annual General Meeting.

Enersense’s new President and CEO, Kari Sundbäck, has earlier worked, among other things, as the Head of Services, Solutions, Digital and Sustainability at Caverion and held international management positions at Nokia and KONE.

”Enersense’s growth has been strong in the past years. We revised our strategy in June and launched a recruiting process to find a CEO who would determinedly implement our strategy that supports the green energy transition as well as improve the company’s profitability and shareholder value. At the end of the process, we concluded that Kari is the best person to lead Enersense and to strengthen the company’s position in its core businesses. I would also like to take this opportunity to thank Jaakko Eskola for his substantial role in choosing the President and CEO as well as Enersense’s acting CEO Juha Silvola for his contribution”, says Anders Dahlblom, Chair of Enersense’s Board of Directors.

“Enersense is a very important company in the green energy transition. I’m excited and humbled to have the opportunity to join Enersense to make the newly laid out strategy a reality. I look forward to developing together with all our people our relevance and value to customers in the energy, telecommunications and industrial sectors”, says Kari Sundbäck, Enersense’s new President and CEO.

“On behalf of Enersense’s Nomination Board I want to thank Jaakko Eskola, who is now stepping down, for his term as the Chair of Enersense’s Board and welcome Anders Dahlblom as the new Chair of the Board of Directors. Virala is the largest shareholder in Enersense and it is natural that in this kind of a turning point a representative of the largest shareholder takes the position as the Chair of the Board. I am convinced that the renewed top management together with the renewed strategy give the company a good starting point to create substantial shareholder value”, says Alexander Ehrnrooth, Chair of Enersense’s Nomination Board.

ENERSENSE INTERNATIONAL PLC

Board of Directors

More information:

Anders Dahlblom, Chair of the Board

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

Insider information: Enersense appoints Kari Sundbäck as its President and CEO - the Chair of the Board of Directors changes

Enersense has won Fingrid’s tender regarding the construction of the Herva-Nuojuankangas 400 kV transmission line

Enersense International Plc
Investor news, 24 June 2024 at 9:30 a.m.

Enersense has won a contract for the construction of a new 400 kV electricity transmission connection in Fingrid’s public procurement tender. The total value of the contract is approximately EUR 26.5 million and it will be recognised in the order backlog of the Power business area for the second quarter of 2024.

The 400 kV power line construction contract won by Enersense is located in Northern Ostrobothnia from the Herva substation in Ii to Nuojuankangas in Vaala and is about 117 kilometres long. The construction work will start in the winter of 2024 and the project is to be handed over to the customer in the summer of 2027.

”Enersense has a significant market position in green energy transition projects and this project supports well our revised strategy and further strengthens our role as an enabler of the sustainable energy transition. We are very pleased that Fingrid chose us to implement this project”, says Enersense’s acting CEO Juha Silvola.

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

More information:

Juha Silvola, acting CEO
Tel.: +358 40 763 1599
Email: juha.silvola@enersense.com

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

Enersense_Fingrdi_ENG_24062024

Correction: Insider information: Enersense has revised its strategy and will focus on its core businesses – project and service operations for the green energy transition

Enersense International Plc
Insider information, 19 June 2024 at 4:15 p.m.

Enersense corrects its insider information published today at 2:25 p.m. in English.

The total amount, EUR 10 million, of the RCF was missing from the release, and the RCF’s expiration date was incorrect. The correct expiration date is on 31 March 2025, not 31 May 2025 as stated in the release.

The corrected release in full is attached to this release.

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

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Enersense strategy ENG 19062024

Insider information: Enersense has revised its strategy and will focus on its core businesses – project and service operations for the green energy transition

Enersense International Plc
Insider information, 19 June 2024 at 2.25 p.m.

Enersense will focus, principally in Finland and the Baltics, on strengthening its significant market position in its Power, Industry and Connectivity business areas, which provide energy, telecommunications and industrial companies involved in the green energy transition with demanding project and service operations on a broad scale. In 2023, the revenue of these project and service operations were over EUR 300 million and EBITDA approximately EUR 20 million.

Enersense abandons its previous strategic goal of becoming a producer of zero-emission energy. The company is conducting a strategic assessment of its onshore wind power and solar power project development operations and is considering selling them. The company’s project portfolio totals roughly 5 gigawatts in addition to which it has projects worth of approximately 7 gigawatts in feasibility study phase. The company sees significant value in its project development operations. The company is also conducting a strategic assessment of its offshore wind power operations and its business focused on the development of zero-emission transport solutions, the future outlook of which is positive, but their development needs significant growth capital.

“We will focus on our core business operations: providing high-quality services that enable a sustainable green energy transition for our partners in the energy, telecommunications and industrial sectors principally in Finland and the Baltics. The company has launched a group-wide efficiency programme to support its profit-making capability. We are looking for a new CEO to determinedly implement our strategy, improve the company’s profitability and increase the shareholder value. I take this opportunity to thank the Board’s Strategy Committee for their work on the strategy revision,” says Jaakko Eskola, Chair of the Board of Directors.

In its organizational meeting after the Annual General Meeting on 4 April 2024, Enersense’s Board of Directors decided to establish a Strategy Committee to assist the Board in decisions regarding strategy. The Strategy Committee has now completed its task and the Committee’s activities will be discontinued.

Carl Haglund has acted as the Chairperson of the Strategy Committee and Anders Dahlblom, Anna Miettinen and Ville Vuori as members.

Agreement with financing providers on a new revolving credit facility to implement the strategy

Enersense has entered into an agreement with its financing providers on a senior unsecured revolving credit facility (RCF) to support the implementation of the company’s strategy. The price of the new financing is tied to Euribor added with a margin of 3,5% per annum. The new RCF will expire on 31 May 2025, and it is guaranteed until its expiry by Virala Oy Ab and Ensto Invest Oy companies, to which a 5% guarantee fee will be paid on market terms for the lifetime of the guarantee.

In conjunction with the RCF, changes have been made in covenants related to the group’s equity ratio, the net debt to EBITDA ratio and minimum liquidity regarding total financing provided for the company.

Distribution of funds as a return of capital not exercised

The Board of Directors will not exercise the right to distribute funds as a return of capital as authorised at the Annual General Meeting on 4 April 2024. Based on the authorisation provided at the AGM on 4 April 2024, the Board of Directors could have decided on distribution of funds as a return of capital of at most EUR 0.10 per share in two instalments between July and December 2024 as determined by the Board of Directors.

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

Juha Silvola, acting CEO

Jaakko Eskola, Chair of the Board of Directors

Contact person:

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.com

Enersense_strategy_ENG_19062024

Low-emission steel piloted for the first time in Fingrid’s substation structures in Harjavalta

Enersense International Plc
Press release, 6 June 2024 at 2:00 p.m.

Enersense, a provider of zero-emission energy solutions, won a contract in Fingrid’s public bidding process at the beginning of the year for the construction of three new 110 kV substations in the Harjavalta area. The substations will be built as gas insulated switchgear (GIS) using a gas insulation solution that does not contain any SF6 gas which is a significant greenhouse gas.

As part of the project, Enersense’s delivery includes all steel structures to be built in the substation area, requiring a total of 76,000 kg of steel. The structures consist of 110 kV transmission line portals to be built in the substation area. There will be substation portals for connecting a total of fourteen transmission lines and they will be made of hot-dip galvanized steel.

Through its partners, Enersense procures all the steel structures in question as low-emission steel. In this project, low-emission steel means that the structures to be delivered are made of recycled steel and their carbon dioxide emissions are, on average, approximately 40% lower compared to structures manufactured using iron ore-based production methods.

The project is Fingrid’s first of this scale in Finland where all steel structures in the substation area will be delivered made of low-emission steel.

“Our experts have worked hard to find more sustainable steel solutions. Our procurement department has been in contact with nearly 100 different suppliers around the world to find suitable steel structures with lower emissions. We are excited about the result, but we know that this is only the first step towards sustainable steel construction. Fingrid has played a very important role in the realisation of the project. Such projects can be implemented when the end user is genuinely committed to their own emission targets,” says Eero Törmä, Engineering Manager for substations, Power at Enersense.

“Sustainability means actions and choices in everyday life. It’s easy to hide behind different reporting frameworks and abbreviations. Fingrid has a significant positive impact on climate change mitigation as we build an electricity network that will enable Finland to reduce emissions through electrification. We are ready to reduce our own negative climate impacts by switching to such electricity network structures in the future, the manufacture or use of which does not cause emissions. Steel is a key material in the formation of the climate impacts of grid construction, and we monitor the availability and suitability of low-emission products in this regard. It is better to be at the forefront of development doing things and showing the way than to be led by others in the rear,” says Timo Kiiveri, Executive Vice President at Fingrid.

More information:

Eero Törmä, Engineering Manager, substations, Power
Tel.: +358 44 425 2099
Email: eero.torma@enersense.com

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

enersense_fingrid_06062024_ENG

Enersense enters into a new partnership agreement with P2X

Enersense International Plc
Press release, 31 May 2024 at 1:00 p.m.

The Industry business area of Enersense, a provider of zero-emission energy solutions, and P2X Solutions have entered into a new partnership agreement to deepen their cooperation on the operation and maintenance of the new production plant in Harjavalta. This agreement is a significant step in Finland’s energy transition, in which hydrogen plays a key role.

The role of hydrogen in the energy transition is unique, as it enables the production and storage of clean and renewable energy. Hydrogen can be used in a variety of ways in industry and transport, making it a crucial factor in the transition to a fossil-free future. The cooperation has previously included Enersense’s participation in project implementation, and now it is expanding to also cover operation and maintenance. This enables more efficient and sustainable energy production.

“The construction of our Harjavalta plant has progressed well, with more than 700 consecutive days without lost-time accidents on the site. In cooperation with Enersense, we want to ensure that the commissioning and operation of the plant will also run safely and reliably,” says Herkko Plit, CEO at P2X Solutions.

“The new partnership agreement supports our strategy of providing our customers with sustainable solutions for the energy transition. Hydrogen is becoming increasingly important, and we are committed to promoting its use,” says Mikko Luoma, Vice President, Smart Services, Industry at Enersense.

Deepening the cooperation in operation and maintenance ensures that hydrogen is produced as efficiently and sustainably as possible, thus supporting long-term climate targets.

More information:

Mikko Luoma, Vice President, Smart Services, Industry
Tel.: +358 50 438 5608
Email: mikko.luoma@enersense.com

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

enersense_P2X_ENG_31052024

Enersense enters into an agreement on building optical fibre networks for GlobalConnect in the Helsinki metropolitan area

Enersense International Plc
Investor news, 23 May 2024 at 2:45 p.m.

Enersense, a provider of zero-emission energy solutions, and GlobalConnect, one of the leading providers of digital infrastructures and telecommunications services in the Nordic countries, have entered into an agreement on building optical fibre networks in the Helsinki metropolitan area. The agreement will be recognised in the order backlog of Enersense’s Connectivity business area for the second quarter of 2024.

Enersense’s agreement covers the design of routes for the optical fibre networks, licensing, as well as earth-moving, telecom and project management stages following the turnkey principle.

“I’m thrilled about this project. The addition of new fiber network routes predominantly caters to the significant demand for establishing data centers. Additionally, it will also serve Finnish private households and enhance capacity and redundancy for municipalities and businesses striving to continue their rapid digitalization efforts”, says Helena Bergstrand, Head of B2C Finland, GlobalConnect OY.

“I am very happy that GlobalConnect selected Enersense as its partner to build optical fibre networks in the Helsinki metropolitan area, allowing us to start cooperation with them. Enersense has a proven track record of construction projects for optical fibre networks, and we would like to thank GlobalConnect for its trust in our expertise,” says Miika Erola, Vice President in the Connectivity business area.

More information:

Miika Erola, Vice President, Connectivity
Tel.: +358 40641 7041
Email: miika.erola@enersense.com

Media contacts:

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

Enersense_GlobalConnect_ENG_23052024

Enersense’s cooperation with OX2 in wind farm maintenance continues

Enersense International Plc
Press release 20 May 2024 at 12.40 p.m.

The Power business area of Enersense, a provider of zero-emission energy solutions, and OX2, a developer, seller and manager of wind and solar farms, have entered into an agreement on the maintenance of substations, internal networks and power lines at the Lestijärvi wind farm. Lestijärvi is the largest wind farm in Finland, with the output of its 69 turbines totalling more than 455 MW.

The servicing and maintenance of wind farm electricity networks comprise a key competence area for Enersense in the renewable energy sector alongside design and construction.

“Enersense has already before partnered with OX2 in wind farm maintenance. Being selected to extend our partnership is a strong indication of trust in Enersense’s expertise and the aim of both parties to safeguard sustainable and reliable energy generation in Finland. This agreement strengthens Enersense’s position as the largest maintainer of wind farms in Finland,” says Antti Toppinen, Sales Manager at Enersense.

More information:

Antti Toppinen, Sales Manager, Maintenance and Services, Power
Tel.: +358 40 5565358
Email: antti.toppinen@enersense.com

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

Enersense_OX2_ENG_20052024

Insider information: The CEO of Enersense leaves his position

Enersense International Plc
Insider information 3 May 2024 at 9.45 a.m.

Enersense International Plc and the company’s CEO Jussi Holopainen have agreed that Holopainen will leave his position on May 3, 2024.

“Jussi Holopainen has been with Enersense almost from the company’s inception, of which the last 11 years as the company’s CEO. During Holopainen’s time, the company has developed strongly, it has been listed on the Helsinki Stock Exchange, and the company’s growth has been strong. On behalf of the entire company, I would like to express my great thanks to Jussi for his work and wish him all the best in the future,” says Jaakko Eskola, Chairman of the Board of Enersense.

Juha Silvola, EVP, Power and Connectivity business areas, will act as interim CEO of Enersense.

The company starts the recruitment process for a new CEO immediately.

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information: 

Jaakko Eskola, Chair of the Board

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 signs an agreement to maintain the Valoo fibre-optic network in Southern Finland

Enersense International Plc
Investor news, 30 April 2024 at 10.45 a.m.

Enersense, a provider of zero-emission energy solutions, and Valoo Oy, a Finnish fibre-optic network company, have signed an agreement on the maintenance of Valoo’s fibre-optic network. The two-year agreement includes the maintenance and further construction of the Valoo fibre-optic network in Southern Finland and will be recorded in Enersense Connectivity’s order books for the second quarter of 2024. The agreement can be extended by exercising a two-year option.

“During the last 12 months, the Valoo fibre-optic network expanded to more than 30 towns, bringing fast and uninterrupted Internet connections based on the fibre-optic technology to more and more Finnish homes. Our work continues, and Enersense is the perfect partner for us to maintain our fibre-optic network in Southern Finland and also build fibre-optic connections for those who are still thinking about shifting to the technology,” says Juha Kirmanen, Director of Construction at Valoo.

“We are already partnering with Valoo in its fibre-optic network building projects, and we are happy that our cooperation in the maintenance and further construction of the network will now expand. This agreement is a clear indication of our expertise and its appreciation, as well as the benefits of long-term cooperation for the customer,” says Miika Erola, Vice President of Enersense Connectivity.

More information:

Miika Erola, Vice President, Connectivity
Tel.: +358 40641 7041
Email: miika.erola@enersense.com

Juha Kirmanen, Director of Construction, Valoo
Puhelin: +358503161936
Sähköposti: juha.kirmanen@valoo.fi

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

Enersense_Valoo_30042024

Insider information: Enersense writes down a 6-MEUR receivable following an arbitral tribunal’s decision in Lithuania, and withdraws its 2024 EBITDA guidance for the time being

Enersense International Plc
Insider information 29 April.2024 at 11:50 p.m.

Enersense has been informed, on 29 April 2024, about a decision made by an arbitral tribunal in Lithuania regarding a dispute between Enersense and Litgrid, Lithuanian electricity transmission system operator over an agreement about receivables and deliveries concerning two projects that have been executed in Lithuania during 2021-2023. Enersense initiated arbitration proceedings in the matter in April 2023. According to the decision of the arbitral tribunal, Litgrid is obliged to pay to Enersense approximately EUR 1 million. Based on the decision of the arbitral tribunal, Enersense writes down EUR 6 million from a EUR-7-million receivable it had recorded in the 2022 financial statements. The write-down will have a corresponding negative impact on the EBITDA in the second quarter of 2024.

The company will investigate the decision of the arbitral tribunal more in detail and assess further legal measures.

Enersense withdraws its EBITDA guidance given for the year 2024 for the time being. The company’s estimate on the revenue development in 2024 will remain unchanged.

Company’s guidance for the year 2024 issued on 29 February 2024

In 2024, Enersense’s revenue is expected to be in the range of EUR 365–435 million and EBITDA in the range of EUR 15–25 million.

The revenue is expected to grow in 2024. Outlook especially for the company’s growth areas is favourable. The EBITDA is expected to grow. Profitability is expected to improve even if the investments in growth continue.

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

Risto Takkala, acting CFO
Tel.: +358 45 127 4414
Email: risto.takkala@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_Litgrid_ENG_29042024

Enersense International Plc’s Business Review January–March 2024: Enersense’s growth continued and Q1 EBITDA at a good level even though offshore business weaker than expected

Enersense International Plc
Business Review Q1 2024, 26 April 2024 at 12:00 p.m.

January–March 2024

Revenue was EUR 98.1 (75.0) million, 30.9% year-on-year.
EBITDA was EUR 4.5 (0.1) million. The EBITDA margin was 4.6 (0.1)%.
The operating profit was EUR 1.7 (-2.3) million. The profit margin 1.8 (-3.1)%.
Undiluted earnings per share were EUR -0.34 (-0.23).
The order backlog stood at EUR 445 (526) million at the end of the review period.
On 9 January 2024, Enersense announced that it is merging the Power and International Operations business areas into a single business area. At the same time, the Smart Industry business area was renamed Industry. From the beginning of 2024, Enersense will report three business areas: Power, Industry, and Connectivity. In accordance with the planned organizational changes Margus Veensalu, a member of the Group Executive Team, will step down from the Group Executive Team but will continue at Enersense in another role.
On 29 February 2024, the Board of Directors of Enersense decided on the group key employee incentive plan.
Financiers approved a lower limit for the equity ratio covenant at the time of review at the end of the first quarter. Enersense is negotiating with financiers to further specify the covenant level for the full year 2024.

After the review period:

On 9 April 2024, Enersense announced that Mikko Jaskari, the company’s CFO and a member of the Group Executive Team, will step down from his position. Jyrki Paappa has been appointed new CFO and member of the Group Executive Team from 22 July 2024.

Guidance for the financial period 2024
(issued on 29 February 2024)

In 2024, Enersense’s revenue is expected to be in the range of EUR 365–435 million and EBITDA in the range of EUR 15–25 million.
The revenue is expected to grow in 2024. Outlook especially for the company’s growth areas is favourable. The EBITDA is expected to grow. Profitability is expected to improve even if the investments in growth continue.

Key figures

	1–3/2024	1–3/2023	1–12/2023
Revenue, (EUR 1,000)	98,143	74,998	363,318
EBITDA, (EUR 1,000)	4,489	58	14,704
EBITDA, %	4.6	0.1	4.0
Operating profit, (EUR 1,000)	1,734	-2,293	5,260
Operating profit, %	1.8	-3.1	1.4
Result for the period, (EUR 1,000)	-5,520	-3,778	-9,149
Equity ratio, %	22.8	30.6	26.0
Gearing, %	84.1	57.7	70.2
Return on equity, %	-10.5	-6.0	-16.0
Earnings per share, undiluted, EUR	-0.34	-0.23	-0.54
Earnings per share, diluted, EUR	-0.34	-0.23	-0.54

President and CEO Jussi Holopainen

“The beginning of 2024, too, has been marked by uncertainties related to the operating environment. However, Enersense’s growth continued in the first quarter, supported by its strong order backlog. Our revenue increased by 31% year-on-year, increasing to EUR 98 (75) million. The Group’s EBITDA, supported by a recognition of around EUR 7 million in revenue from wind power projects, was EUR 4.5 (0.1) million. In the core business operations, considering that profitability is typically low in the first quarter because of seasonality, our performance was partly even better than expected. Offshore business’s weaker than expected Q1 burdened, however, the profitability for the entire Group. In total, investments in our strategic focus areas burdened the EBITDA by EUR -5.6 (-2,3) million in the review period. The Group’s order backlog was EUR 445 (526) million at the end of March, almost at the same good level as at the end of 2023 (457).

Revenue increased significantly in the Power and Industry business areas. The Power business area’s revenue includes sales from wind power projects, and revenue from core business operations also increased. This is the first time we are reporting the Power and International Operations business areas together. Very similar projects have been carried out in these business areas for customers in the electricity network and energy sectors, for example. We believe that by combining international projects under one Power business area, we will increase both our competitiveness and our efficiency. In the Industry business area, revenue from core business operations grew markedly, but the most significant portion of the growth came from offshore business operations. Revenue in the Connectivity business area decreased in the first quarter, which is seasonally slower than the rest of the year.

In the first quarter, EBITDA grew considerably year-on-year. Profitability in the core businesses was good, but the loss in the first quarter in the offshore business turned the Industry business area’s EBITDA nearly EUR 3 million in the negative which weakened the profitability of the entire Group. The profitability development of the offshore business is being monitored closely by the management. Difficulties in resource management due to overlapping projects that have increased the realised costs have been identified as the reason for the poor profitability. Necessary organisational replacements have been carried out in the business, and the measures have been initiated to reverse the profitability trend. The goal is for the EBITDA of the offshore business to become positive by the end of the year.

As a result of the poor performance of the offshore business, with the balance sheet treatment of wind power revenue, the equity ratio was lower than expected at the end of the review period. I am pleased that we reached an agreement with our financiers on lowering the equity ratio covenant limit at the time of review at the end of March. Despite increased uncertainty in the market environment, we believe that the profitability development for the rest of the year will be better, and we reiterate our guidance for 2024 from February.

Enersense’s strategy work started in 2020 and is entering the next phase. Enersense’s Board of Directors, elected in April, has established a Strategy Committee from among its members, and a review of Enersense’s long-term strategy has been started under the leadership of the committee. The strategy work and the related action plans are expected to be completed during 2024. To strengthen and accelerate the implementation of the company’s new development phase, Jyrki Paappa has been appointed as Enersense’s CFO as of 22 July 2024. He is a highly experienced professional who will contribute to our growth journey and the achievement of our strategic targets.”

This release is a summary of Enersense’s Business Review January-March 2024. 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/.

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

Risto Takkala, acting CFO
Tel.: +358 45 127 4414
Email: risto.takkala@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

2024 Q1 Stock Exchange Release_Enersense_ENG_26042024

enersense business review q1 2024

European energy company Alpiq acquires majority share of Enersense’s associated company P2X Solutions

Enersense International Plc
Investor news, 12 April 2024 at 8:00 a.m.

Enersense’s associated company P2X Solutions (P2X), a Finnish forerunner of green hydrogen, and Alpiq, a leading Swiss energy services provider and European electricity producer, have agreed on a financing arrangement according to which Alpiq will invest approximately 47 million euros in P2X. With the investment, Alpiq becomes the majority owner of P2X. Respectively, in connection with the arrangement, Enersense’s shareholding will decrease to approximately 9 percent. Enersense continues at the Board of P2X and thus treats it as an associated company. P2X’s ownership arrangement does not have a cash flow impact on Enersense, nor has it any impact on the investment’s balance sheet value.

P2X is currently constructing Finland’s first industrial scale green hydrogen production plant in Harjavalta, Finland. The company is also planning hydrogen production plants in Joensuu and Oulu.

“Enersense has been a co-owner of P2X since 2022. As an enabler of the energy transition, it is important for us to be part of building Finland’s hydrogen market, and it is wonderful to have an international specialist in renewable energy and the energy transition like Alpiq joining our efforts. By its significant investment, Alpiq substantially strengthens P2X’s position and ability to scale up their business. This is an indication of Alpiq’s strong faith in P2X in leading the way in hydrogen in Finland. We believe that this arrangement will also offer other cooperation opportunities as well,” says Enersense’s CEO Jussi Holopainen.

Alpiq generates electricity and offers its customers services in the fields of energy generation and marketing as well as energy optimization in several key markets in Europe, as well as in Finland with its own team since several years. The company has a particularly strong position and over 100 years of experience in hydropower production in Switzerland. Alpiq’s adjusted net revenue (excluding non-operating effects) in 2023 was over 8.5 billion euros (8.4 billion CHF).

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_P2X_ENG_12042024

Enersense publishes 2023 financial comparison figures for its business areas according to new organisational structure

Enersense International Plc
Stock exchange release, 11 April 2024 at 3:15 p.m.

Enersense, a provider of zero-emission energy solutions, changed its organisational structure at the beginning of 2024 by combining the Power and International Operations business areas into one Power business area (stock exchange release 9 Jan 2024), and publishes now the 2023 comparison figures for all the business areas. Comparison figures for Industry and Connectivity business areas as well as for the group functions remain unchanged.

Financial comparison figures for 2023 according to the new organisational structure are presented below. Quarterly figures are unaudited.

Revenue by business area

EUR thousand	1–3/2023	4–6/2023	7–9/2023	10–12/2023	1–12/2023
Industry	26,150	26,839	26,668	34,055	113,712
Power	38,079	45,831	51,070	56,711	191,691
Connectivity	10,774	13,600	16,364	17,033	57,771
Items not allocated to business areas	-5	54	66	28	144
Total	74,998	86,324	94,168	107,827	363,318

EBITDA by business area

EUR thousand	1–3/2023	4–6/2023	7–9/2023	10–12/2023	1–12/2023
Industry	1,108	952	2,482	720	5,262
Power	226	2,687	2,054	9,767	14,733
Connectivity	-40	-125	1,363	1,075	2,273
Items not allocated to business areas	-1,236	-468	-1,954	-3,907	-7,564
Total	58	3,046	3,945	7,655	14,704

EBITDA-% by business area

	1–3/2023	4–6/2023	7–9/2023	10–12/2023	1–12/2023
Industry	4.2	3.5	9.3	2.1	4.6
Power	0.6	5.9	4.0	17.2	7.7
Connectivity	-0.4	-0.9	8.3	6.3	3.9
Total	0.1	3.5	4.2	7.1	4.0

Order backlog by business area

MEUR	31.03.2023	30.06.2023	30.09.2023	31.12.2023
Industry	187	170	168	144
Power	243	230	202	185
Connectivity	96	127	141	128
Total	526	527	511	457

Person-years (average over the period) by business area

	31.03.2023	30.06.2023	30.09.2023	31.12.2023
Industry	775	699	713	716
Power	814	811	810	812
Connectivity	344	346	353	355
Others	60	55	57	59
Total	1,993	1,911	1,933	1,942

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

Risto Takkala, acting CFO
Tel.: +358 45 127 4414
Email: risto.takkala@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_comparison_figures_segments_2023_ENG_11042024

A change in Enersense’s Group Executive Team

Enersense International Plc
Stock exchange release, 9 April 2024 at 2:00 p.m.

Enersense International Plc and Mikko Jaskari, the company’s CFO and a member of the Group Executive Team, have agreed that Jaskari will step down from his position to take on new challenges.

“I would like to thank Mikko for his excellent work as the company’s CFO and a member of the Group Executive Team. On my part and on behalf of the entire Enersense personnel, I would like to wish him all the best and success in the future,” says CEO Jussi Holopainen.

Jyrki Paappa has been appointed new CFO and member of the Group Executive Team from 22 July 2024. Before his transfer to Enersense, Paappa worked as the CFO and a member of the Group Executive Team of HKScan Corporation since 2019. Previously, he worked as the CFO of Raisio plc and Maintpartner Group. Paappa has a master’s degree in economics.

“Enersense’s industry, responding to the growth challenge and the company’s role in accelerating the green transition, which is also significant on a national scale, offers an enjoyable and broad range of tasks. I cannot wait to start working with the company’s personnel and stakeholders,” Paappa says.

“I am happy to welcome Jyrki Paappa to our Group Executive Team. He is a highly experienced professional who can help us on our growth path towards our strategic goals,” Holopainen says.

Risto Takkala is Enersense’s acting CFO.

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

Change_in_Enersense_GET_ENG_09042024

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 2024 at 6:40 p.m.

The Annual General Meeting of Enersense International Plc (the “Company”) was held on 4 April 2024 starting at 2:00 p.m. at Eliel studio in Sanomatalo at the address Töölönlahdenkatu 2, FI-00100 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 2023–31 December 2023.

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

The Annual General Meeting resolved that the result for the financial period 1 January 2023 to 31 December 2023 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, no dividends be paid to shareholders.

In addition, the Annual General Meeting resolved to authorize the Board of Directors to decide on the distribution of funds to shareholders from the invested unrestricted equity reserve as a return of capital of at most EUR 0.10 per share, i.e. at most EUR 1,649,252.70 in total. The return of capital could be paid in up to two instalments during the period between July and December 2024 as determined by the Board of Directors. The possible return of capital will be paid to shareholders who, on the record dates determined subsequently by the Board of Directors, are registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd. The authorization is valid until 31 December 2024 at the latest.

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 2023–31 December 2023.

CONSIDERATION OF THE REMUNERATION REPORT FOR GOVERNING BODIES

The Annual General Meeting approved the remuneration report for the Company’s governing bodies for 2023. The resolution is advisory in accordance with the Finnish Companies Act.

AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

The Annual General Meeting resolved to amend Article 5 and Article 8 of the Articles of Association of the Company as follows:

“5. The company has a Board of Directors which consists of a minimum of three (3) and a maximum of eight (8) ordinary members. The Board members’ term of office ends at the close of the first Annual General Meeting following their election.”

“8. The Annual General Meeting shall be held annually on a date determined by the Board of Directors, within six months from the end of the financial period.

At the Annual General Meeting shall be

presented

1. the financial statements, including the income statement and the balance sheet

2. the report of the Board of Directors

3. the auditor’s report

4. the remuneration report

decided

5. the adoption of the financial statements

6. the use of the profit shown on the balance sheet

7. the discharge of the members of the Board of Directors and the Managing Director from liability

8. the adoption of the remuneration report

9. the remuneration of the members of the Board of Directors and the auditor

10. the number of members of the Board of Directors

elected

11. the members of the Board of Directors

12. the auditor, who is an authorised public accountant, or an accounting firm, whose principal auditor must be an authorised public accountant.

13. the CSRD assurance provider, which must be a sustainability auditing firm, and the key sustainability partner named by which must be a sustainability reporting auditor.”

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 eight (8) and that the term of office of the new members of the Board of Directors will begin after the amendment of the Articles of Association has been entered in the Trade Register.

The Annual General Meeting resolved to re-elect Jaakko Eskola, Sirpa-Helena Sormunen, Sari Helander, Petri Suokas, Anna Miettinen and Carl Haglund as members of the Board of Directors, and Ville Vuori and Anders Dahlblom were elected 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.

In addition the Annual General Meeting resolved that auditing firm KPMG Oy Ab will also act, in accordance with the transitional provision of the Act amending the Companies Act (1252/2023), as the Company’s CSRD assurance provider for a term ending at the close of the Company’s next Annual General Meeting, and a fee for this duty will be paid according to an 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 authorize the Board of Directors to decide on a paid share issue and on granting option rights and other special rights entitling to shares as set out in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the com-bination of some of the aforementioned instruments in one or more tranches on the following terms and conditions:

A maximum of 1 649 250 new and/or treasury shares of the Company (including shares to be issued based on special rights) may be issued under the authorization. Within the limits of the authorization, the Board of Directors is given the right to decide on all terms and conditions for issuing shares and granting option rights and other special rights entitling to shares.

The authorization does not revoke the authorization granted by the Company’s Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is valid until the close of the next Annual General Meeting, but no longer than until 30 June 2025.

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

The Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s 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 the market price on the date of repurchase.

Own shares may be repurchased and/or accepted as pledge in deviation from the sharehold-ers’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase of shares reduces the Company’s unrestricted equity. The Board of Directors decides on the manner in which the shares are repurchased/or accepted as pledge.

The authorization is valid until the close of the next Annual General Meeting, but no longer than until 30 June 2025.

MINUTES OF THE ANNUAL GENERAL MEETING

The minutes of the Annual General Meeting shall be available on the Company’s website on 18 April 2024 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 Anders Dahlblom, Carl Haglund and Petri Suokas as members of the Audit Committee. Anders Dahlblom’s membership in the Audit Committee begins with the start of his term as a board member.

Jaakko Eskola was elected as the Chairperson of the Remuneration Committee and Anna Miettinen, Sirpa-Helena Sormunen and Ville Vuori were elected as members of the Remuneration Committee. Ville Vuori’s membership in the Remuneration Committee committee begins with the start of his term as a board member.

In its organizational meeting, the Board of Directors decided to establish, from among its members, a Strategy Committee who assists the Board of Directors in decisions regarding Enersense’s strategy. Carl Haglund was elected as the Chairperson of the Strategy Committee and Anders Dahlblom, Anna Miettinen and Ville Vuori as members of the Strategy Committee. Anders Dahlblom’s and Ville Vuori’s membership in the Strategy Committee committee begin with the start of their term as a board member.

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 and Anders Dahlblom are independent of the company’s major shareholders. Jaakko Eskola is not considered to be independent of the Company’s significant shareholders as he holds the position of Senior Industrial Advisor to Nidoco AB. Anders Dahlblom is not considered to be independent of the Company’s significant shareholders as he holds the position of Chief Operating Officer at Virala Oy Ab, which is the parent company of 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_AGM_resolutions_BoD_organisation_04042024

January–March 2024

After the review period:

Guidance for the financial period 2024 (issued on 29 February 2024)

Key figures

President and CEO Jussi Holopainen

Revenue by business area

EBITDA by business area

EBITDA-% by business area

Order backlog by business area

Person-years (average over the period) by business area

Guidance for the financial period 2024
(issued on 29 February 2024)