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

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

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

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

ADOPTION OF THE FINANCIAL STATEMENTS

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

DISCHARGE FROM LIABILITY

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

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

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

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

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

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

CONSIDERATION OF THE REMUNERATION REPORT FOR GOVERNING BODIES

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

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

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

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

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

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

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

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

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

ELECTION AND REMUNERATION OF THE AUDITOR

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MINUTES OF THE ANNUAL GENERAL MEETING

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

ORGANIZING MEETING OF THE BOARD OF DIRECTORS

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Board of Directors

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

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Enersense International Plc: Managers’ transactions – Jussi Holopainen

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

Person subject to the notification requirement

Name: Jussi Holopainen

Position: Chief Executive Officer

Issuer: Enersense International Oyj

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 27898/8/8

____________________________________________

Transaction date: 2023-04-01

Outside a trading venue

Instrument type: SHARE

ISIN: FI4000301585

Nature of transaction: OTHER

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

Transaction details

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

Aggregated transactions (1):

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

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

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

DISTRIBUTION 
Nasdaq Helsinki 
Major media 
www.enersense.com

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Enersense International Plc: Managers’ transactions – Jaakko Leivo

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

Person subject to the notification requirement

Name: Jaakko Leivo

Position: Other senior manager

Issuer: Enersense International Oyj

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 27901/10/10

____________________________________________

Transaction date: 2023-04-01

Outside a trading venue

Instrument type: SHARE

ISIN: FI4000301585

Nature of transaction: OTHER

Transaction details:

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

Aggregated transactions: (1):

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

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

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

DISTRIBUTION 
Nasdaq Helsinki 
Major media 
www.enersense.com

Managers_transactions_JaakkoLeivo_03042023

Enersense International Plc: Managers’ transactions – Suotuuli Oy

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

Person subject to the notification requirement

Name: Suotuuli Oy

Position: Closely associated person

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

Name: Petri Suokas

Position: Member of the Board

Issuer: Enersense International Oyj

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 27904/12/10

____________________________________________

Transaction date: 2023-04-01

Outside a trading venue

Instrument type: SHARE

ISIN: FI4000301585

Nature of transaction: OTHER

Transaction details

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

Aggregated transactions (1):

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

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

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

DISTRIBUTION 
Nasdaq Helsinki 
Major media 
www.enersense.com

Managers_transactions_PetriSuokas_03042023

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

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

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

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

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

DISTRIBUTION
Nasdaq Helsinki
Major media
www.enersense.fi

Flagging_notification_PetriSuokas_03042023

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

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

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

Further information:

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

DISTRIBUTION
Nasdaq Helsinki
Major media
www.enersense.fi

Flagging_notification_MBÅ_03042023

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Board of Directors

Further information:

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

DISTRIBUTION
Nasdaq Helsinki
Major media
www.enersense.fi

enersense_new_number_of_shares_MBÅ

Enersense postpones the publication of the Q1/2023 Business Review

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

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

Enersense International Plc
BOARD OF DIRECTORS

Further information:

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

DISTRIBUTION
Nasdaq Helsinki
Main media
www.enersense.com

Q1_2023_business_review_publication_date

Enersense International Plc and MBÅ Invest Oy complete merger

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

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

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

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

According to the merger plan:

The total number of Enersense’s new shares issued to the shareholders of MBÅ Invest as merger consideration is adjusted to match the total number of Enersense’s shares owned by MBÅ Invest on the effective date of the merger (“Total Amount of Merger Consideration”), however, such that the number of Enersense’s new shares to be issued as merger consideration may be a maximum of 2,253,072; and

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

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

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

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

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

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

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

Other matters related to the completion of the merger

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

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

Related party transaction

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

ENERSENSE INTERNATIONAL PLC
Board of Directors

Further information:

Jaakko Eskola, Chair of the Board

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

DISTRIBUTION
Nasdaq Helsinki
Major media
www.enersense.fi

Important notice

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

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

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

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

enersense_MBÅ_merger_27032023

Enersense’s annual reporting documents have been published

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

DISTRIBUTION
Nasdaq Helsinki
Major media
www.enersense.fi

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enersense-corporate-governance-statement-2022

enersense-remuneration-report-2022

enersense-annual-report-2022

The name of Megatuuli Oy changes to Enersense Wind Oy

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

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

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

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

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

More information:

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

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

Enersense_Wind_ENG_06032023

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

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

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

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

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

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

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

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

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

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

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

More information:

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

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

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

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

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

QPower_Enersense_ENG_06032023

The name of Unified Chargers Oy changes to Enersense Charging Oy

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

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

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

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

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

More information:

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

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

Enersense_Charging_ENG_02032023

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

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

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

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

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

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

More information:  

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

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

Enersense_windpower_ENG_01032023

Notice convening Enersense International Plc’s Annual General Meeting

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

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

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

MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

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

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

– CEO’s review

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

Adoption of the financial statements

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

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

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

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

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

Consideration of the remuneration report for governing bodies

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

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

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

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

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

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

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

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

Resolution on the number of members of the Board of Directors

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

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

Election of the members of the Board of Directors

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

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

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

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

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

Resolution on the remuneration of the auditor

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

Election of the auditor

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Closing of the meeting

DOCUMENTS OF THE GENERAL MEETING

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

INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

Shareholders recorded in the shareholders’ register

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

Registration

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

Registration for the General Meeting takes place:

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

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

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

b. By email to yhtiokokous@enersense.com

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

Holder of nominee-registered shares

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

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

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

Proxy representative and proxy authorization documents

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

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

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

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

Advance voting

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

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

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

Advance voting is possible by the following means:

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

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

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

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

b) by email:

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

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

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

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

Other instructions and information

The language of the meeting is Finnish.

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

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

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

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

In Pori, 27 February 2023

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

Tommi Manninen, Senior Vice President, Communications and Public Affairs

Phone: +358 40 043 7515

Email: tommi.manninen@enersense.com

DISTRIBUTION:

Nasdaq Helsinki

Major media

www.enersense.com

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

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

Share_based_incentive_plan_27022023

Enersense updates its disclosure policy

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Tommi Manninen
SVP, Communications and Public Affairs

More information:

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense disclosure policy 27022023

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

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

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

OCTOBER–DECEMBER 2022

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

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

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

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

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

JANUARY–DECEMBER 2022

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

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

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

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

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

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

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

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

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

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

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

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

After the review period:

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

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

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

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

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

DISTRIBUTION OF FUNDS TO THE SHAREHOLDERS

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

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

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

GUIDANCE FOR THE 2023 FINANCIAL YEAR

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

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

BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS

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

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

WEBCAST

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

Key figures

	10–12/2022	10–12/2021	1–12/2022	1–12/2021
Revenue (EUR 1,000)	90,033	65,909	268,037	239,110
EBITDA (EUR 1,000)	3,367	6,188	12,210	16,639
EBITDA, %	3.7	9.4	4.6	7.0
Adjusted EBITDA (EUR 1,000)	4,350	7,525	13,654	19,231
Adjusted EBITDA, %	4.8	11.4	5.1	8.0
Operating profit (EUR 1,000)	1,095	4,047	3,479	6,834
Operating profit, %	1.2	6.1	1.3	2.9
Result for the period (EUR 1,000)	-668	3,349	-2,429	3,973
Equity ratio, %	28.8	35.6	28.8	35.6
Gearing, %	19.0	3.6	19.0	3.6
Return on equity, %	-1.1	7.0	-4.3	8.3
Earnings per share, undiluted, EUR	-0.04	0.26	-0.11	0.35
Earnings per share, diluted, EUR	-0.04	0.26	-0.11	0.35

President and CEO Jussi Holopainen

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

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

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

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

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

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

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

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

This release is a summary of Enersense’s Financial Statement Bulletin 2022. The complete report is attached to this release as a pdf-file. It is also available on the company’s website at www.enersense.com/investors.

ENERSENSE INTERNATIONAL PLC

Tommi Manninen

SVP, Communications and Public Affairs

More information: 

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

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

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

Distribution:

Nasdaq Helsinki

Major media

www.enersense.com

enersense_financial_statement_bulletin_2022

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

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

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

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

More information:

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

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

Enersense in brief:   

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

Invitation_Q4webcast_20022023

Insider information: Enersense withdraws from the acquisition of Voimatel Oy

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Board of Directors

More information:

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

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

DISTRIBUTION
Nasdaq Helsinki
Key media
www.enersense.fi

Enersense in brief:   

Voimatel_ENG_15022023

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Enersense International Plc
Jussi Holopainen
President and CEO

More information:

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

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

Enersense in brief:   

Nomination_Board_Proposals_26012023

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

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

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

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

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

More information:

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

Media contacts:

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

Enersense in brief:   

Boliden_press_release_24012023

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
CEO

Further information:

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

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:   

Profit_warning_2022_23012023

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
CEO

Further information:

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

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Valoo in brief:

Valoo is a Finnish optical fiber company whose mission is to make Finland an information society that meets international standards by bringing data transmission connections based on optical fiber to as many Finnish households as possible. In the digital world, a fiber optic connection is part of the basic infrastructure, like electricity, water and sewage, to which everyone has a right. Read more at valoo.fi.

Enersense in brief:   

Enersense_Valoo_release_17012023

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

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

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

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

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

Enersense International Plc
Jussi Holopainen
CEO

Further information:

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

Media contacts:

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

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:   

Enersense_Voimatel_ENG_13012023

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

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

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

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

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

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

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

More information:   

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

Media contacts:   

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

Enersense in brief:   

Elering_press_release_03012023

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

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

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

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

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

Pori, 27 December 2022

Enersense International Plc
The Board of Directors

More information:

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

Media contacts:

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

Enersense in brief:   

Physical_Settlement_Notice_CB_27122022

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

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

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

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

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

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

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

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

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

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

MINUTES OF THE GENERAL MEETING

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

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

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

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

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

Pori, 23 December 2022

Enersense International Plc
The Board of Directors

More information:

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

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

Enersense in brief:   

EGM_and_Board_Resolutions_23122022

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

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

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

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

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

Further information:

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

Media contacts:

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

Enersense in brief:   

Enersense_Bladt_23122022

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

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

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

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

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

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

More information:   

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

Media contacts:   

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

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

Enersense in brief:   

Enersense_EV_Charging_22122022

UCDC160kW base unit 1

UCDC160kW base unit 2

Enersense International Plc – Managers’ transactions – MBÅ Invest Oy

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

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

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

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

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

Issuer: Enersense International Oyj
LEI: 743700XSMVPR48XIML56

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

____________________________________________

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

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

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

Enersense International Plc
Jussi Holopainen
CEO

Further information:

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

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

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:   

Managers_transaction_09122022

Insider information: Enersense and Elisa have signed a 30-million-euro project contract on construction of an optic fiber network in Finland

Enersense International Plc
Insider information 9 December 2022 at 09:00 a.m.

Enersense, a provider of zero-emission energy solutions, and Elisa, a Finnish telecommunications and digital services company, have signed a turn-key project contract on construction of Elisa’s optic fiber network (FTTH = Fiber to the Home) in Finland. The project will be one part of Elisa´s optic fiber network construction roadmap in the coming years and it will be executed during 2023-2025. The total value of the project is approximately EUR 30 million.

The contract will be included in the fourth quarter 2022 order book of Enersense’s Connectivity business area. The project will commence immediately with planning of the FTTH areas in various parts of Finland.

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

”We are very delighted about the confidence Elisa has shown on Enersense’s FTTH-services. Fast fiber networks are part of enabling a zero-emission society which is important for us at Enersense. Currently around 50 per cent of Finnish households are connected to an optic fiber network and during the coming years constructing FTTH is expected to grow significantly,” says Jussi Holopainen, CEO of Enersense.

Enersense International Plc
Jussi Holopainen
CEO

Further information:

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

Media contacts:

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

Distribution:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:   

Notice to the Extraordinary General Meeting of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 2 December 2022 at 7:00 p.m.

Notice is given to the shareholders of Enersense International Plc (“Enersense” or the “Company”) to the Extraordinary General Meeting (“General Meeting”) to be held on Friday 23 December 2022 at 9:30 a.m. (EET) at Original Sokos Hotel Tripla Pasila, Fredikanterassi 1B, FI-00520 Helsinki, Finland, meeting room Eskola/Kaivola. The reception of persons who have registered for the meeting and the distribution of voting tickets before the meeting will commence at 9:00 a.m. (EET). The Company’s shareholders may exercise their shareholder rights also by voting in advance or by way of proxy representation.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

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

Opening of the meeting
Calling the meeting to order
Election of persons to scrutinize the minutes and to supervise the counting of votes
Recording the legality of the meeting
Recording the attendance at the meeting and adoption of the list of votes
Authorizing the Board of Directors to decide on the issuance of special rights entitling to shares

On 2 December 2022, the Company completed the offering of EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 (the “Notes”) which were subscribed for by professional investors and eligible counterparties. The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price per share of the Notes has been set at EUR 8.00, representing a conversion premium of approximately 32.1 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares”) on the official list of Nasdaq Helsinki Ltd on each of the 10 dealing days prior to the launch of the offering of the Notes, representing EUR 6.0573 (the “Market Reference Price”). The issue price of the Notes will be 100% of their nominal amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at 100% of their nominal amount at maturity. Closing is expected to occur on or about 12 December 2022 (the “Issue Date”).

The Notes will become convertible into Shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”), following which the Company will issue an appropriate notice to the noteholders.

If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the terms and conditions of the Notes, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the terms and conditions of the Notes. The maximum number of Shares (without any adjustments having been made to the conversion price) notionally underlying the initial issue size is 3,250,000 Shares, representing approximately 19.7 % of the Company’s current total amount of Shares (approximately 16.5 % on a fully diluted basis). The cash settlement right of the holders of the Notes will expire upon the Notes becoming convertible into Shares.

In order to effect the Shareholder Resolution and to enable the subsequent Board Resolution to issue special rights entitling to Shares, in accordance with the terms and conditions of the Notes, the Board of Directors proposes that the General Meeting would authorize the Board of Directors to decide, in one or several instalments, on the issuance of special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in respect of the Notes as follows.

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

The maximum number of Shares that may be issued based on the special rights under this authorization exceeds the number of Shares that would be issued if the Notes would be converted into Shares at the current conversion price. The excess number of special rights and Shares that may be issued is reserved for possible adjustments to the conversion price in accordance with the terms and conditions of the Notes and may not be issued for any other purpose. The Board of Directors considers that there are weighty financial reasons to issue the special rights in respect of the Notes as the issuance of the Notes allowed the Company to strengthen its financial position under financial and other terms (including the execution timetable) that would not, in the understanding of the Board of Directors, have been otherwise available. In addition, the capital raised through the issue of the Notes is expected to enable strategic investments by the Company. The Board of Directors also notes that the initial conversion price of the Notes per Share represented a premium of 32.1 % as compared to the above-mentioned Market Reference Price.

Certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman Group Oy and Ensto Invest Oy, who together represent approximately 54.9 % of Enersense’s current total amount of Shares, have irrevocably agreed to vote in favour of the resolution to authorize the Board of Directors to decide on the issuance of special rights entitling to shares at the General Meeting.

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

Closing of the meeting

B. DOCUMENTS RELATED TO THE GENERAL MEETING

The resolution proposals for the decisions on the matters on the agenda of the General Meeting, the terms and conditions of the Notes as well as this notice are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. Other documents that are required, under the Finnish Companies Act, to be available to shareholders will be available on the aforementioned website at the latest as of 2 December 2022. The resolution proposals and other documents mentioned above will also be made available at the General Meeting. The minutes of the General Meeting will be available on the Company’s website at the latest as of Thursday 5 January 2023.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders entered in the shareholder register

Each shareholder who is, on Tuesday 13 December 2022, registered in the Company’s shareholder register maintained by Euroclear Finland Oy has the right to participate in the General Meeting in accordance with the below instructions. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the Company’s shareholder register.

Registration

A shareholder who is registered in the Company’s shareholder register and who wishes to participate in the General Meeting must register for the General Meeting at the latest by Tuesday 20 December 2022 at 4:00 p.m. (EET), by which time the registration must be received. Registration for the Meeting and the advance voting starts on Monday 5 December 2022 at 10:00 a.m. (EET). Additional information on the advance voting is presented below under section C.4.

Registration for the General Meeting takes place:

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

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

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

b. By email to yhtiokokous@enersense.com

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

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

2. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of shares based on which they would be entitled to be registered in the Company’s shareholder register maintained by Euroclear Finland Oy on Tuesday 13 December 2022. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Oy at the latest by Tuesday 20 December 2022, 10:00 a.m. (EET). As regards nominee-registered shares, this constitutes due registration for the General Meeting.

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

3. Proxy representative and powers of attorney

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

Proxy documents should be delivered to the Company in electronic format (e.g. PDF) to the email address yhtiokokous@enersense.com by the last date of registration. A proxy representative must be prepared to present the proxy document also at the meeting venue.

Shareholders that are legal persons may also use the electronic Suomi.fi authorisation service through Euroclear Finland Oy’s registration service instead of a conventional proxy document. In this case, the organisation authorizes its appointed representative in the Suomi.fi service at www.suomi.fi/valtuudet using the mandate theme “Representation at the General Meeting”. When registering, the representative must identify themselves with strong electronic authentication in Euroclear Finland’s general meeting service, after which the electronic mandate is automatically checked. Strong electronic authentication takes place using Finnish online banking codes or a Mobile ID. More information is available on the website suomi.fi/e-authorizations.

4. Advance voting

A shareholder who has a Finnish book-entry account may vote in advance on item 6 on the agenda of the General Meeting during the time period Monday 5 December 2022 at 10:00 a.m. (EET) until Tuesday 20 December 2022 at 4:00 p.m. (EET). In addition, the account manager of the custodian bank may vote in advance on behalf of holders of nominee registered shares represented by the account manager in accordance with their voting instructions within the registration period for nominee-registered shares. A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.

Unless a shareholder voting in advance will be present in person or by proxy in the General Meeting, the shareholder may not be able to exercise his/her right under the Finnish Companies Act to request information or a vote in the meeting.

Advance voting is possible by the following means:

a) through the Company’s website at the address www.enersense.com/investors/governance/general-meeting/

For natural persons, the electronic voting in advance requires secured strong electronic authentication and the shareholder may vote by logging in with his/her Finnish online banking codes or a Mobile ID.

b) by email

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

The advance voting form is available on the Company’s website at the latest from Monday 5 December 2022 at 10:00 a.m (EET) onwards. A representative of a shareholder must in connection with delivering the voting form produce a dated proxy authorization document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting.

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

Instructions relating to the electronic advance voting may also be found on the Company’s website at the address www.enersense.com/investors/governance/general-meeting/ at the latest from Monday 5 December 2022 onwards.

5. Other instructions and information

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

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

On the date of this notice to the Extraordinary General Meeting, 2 December 2022, the total number of shares in Enersense International Plc is 16,492,531, which corresponds to the same number of votes.

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

In Pori, 2 December 2022

ENERSENSE INTERNATIONAL PLC
BOARD OF DIRECTORS

For further information, please contact:

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

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:   

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

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

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

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

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

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

The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price has been set at EUR 8.00, representing a conversion premium of approximately 32.1 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares”) which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki“) on each of the 10 dealing days prior to the launch of the Notes, representing EUR 6.0573 (the ”Market Reference Price“). The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms and Conditions”).

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

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

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

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

The Notes will become convertible into Enersense’s shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”). The Extraordinary General Meeting is expected to take place on or about 23 December 2022.

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

If the Shareholder Resolution and the Board Resolution are not passed by the date falling 3 months after the Issue Date and the Notes have not been redeemed in accordance with the Terms and Conditions, noteholders will be entitled to exercise a cash settlement right whereby they would receive a cash amount equal to the market value of the Shares notionally underlying the Notes as detailed in the Terms and Conditions.

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

Enersense International Plc
Jussi Holopainen
CEO

Further information:

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

Media contacts:

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Important Information

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Enersense in brief:   

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

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

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

The Notes are expected to carry a coupon of 6.5-7.0 % per annum, payable semi-annually in arrear in equal instalments on 15 January and 15 July in each year, commencing on 15 July 2023. The initial conversion price is expected to be set at a price per share of 7.87-8.18 euros, implying a premium of approximately 30-35 % to the arithmetic average of the volume weighted average price of Enersense’s shares (the ”Shares“), which are listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”), on each of the 10 dealing days prior to the launch of the Notes, representing EUR 6.0573 (the “Market Reference Price”). The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms and Conditions”).

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

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

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

The Notes will become convertible into Shares subject to a resolution by the Extraordinary General Meeting of the Company’s shareholders authorizing the Company’s Board of Directors to resolve on the issue of special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act (624/2006, as amended) to enable the issue of such Shares upon the exercise of conversion rights by noteholders in respect of the Notes (the “Shareholders’ Resolution”) and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on the authorization (the “Board Resolution”), following which the Company will issue an appropriate notice to the noteholders. A notice convening the Extraordinary General Meeting is expected to be issued shortly after the confirmation of the final terms of the Offering.

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

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

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

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

Enersense International Plc
Jussi Holopainen
CEO

Further information:

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

Media contacts:

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Important Information

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

Enersense in brief:   

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

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

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

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

More information:

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

Media contacts:

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

Enersense in brief:   

The new shares in Enersense International Plc issued in a directed share issue arranged in connection with the acquisition of Unified Chargers Oy have been entered in the Trade Register

Enersense International Plc
Stock exchange release 16 November 2022 at 8:50 a.m.

Enersense International Plc (“Enersense”) announced on 15 November 2022 that the Board of Directors of Enersense had decided to pay the purchase price of the acquisition of Unified Chargers Oy (“Transaction”) by issuing, in a share exchange, a total of 199,174 new Enersense shares in a directed share issue (“Share Issue”) arranged in connection with the completion of the Transaction to be subscribed by the shareholders of Unified Chargers Oy.

A total of 199,174 new Enersense shares subscribed for in the Share Issue have been registered with the Trade Register today, 16 November 2022. After the registration of the new shares, the total number of shares in Enersense is 16,492,531. All shares carry equal rights. The new shares will be admitted to trading on the official list of Nasdaq Helsinki Ltd approximately as of 17 November 2022.

The Share Issue has been described in Enersense’s stock exchange release on 15 November 2022.

Enersense International Plc
Board of Directors

Further information:

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

Media contacts:

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

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:   

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

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

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

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

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

More information:

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

Media contacts:

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

Enersense in brief:

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

Enersense International Plc has completed the acquisition of Unified Chargers Oy and decided on the related directed share issue

Enersense International Plc
Stock exchange release 15 November 2022 at 9:10 a.m.

Enersense International Plc (“Enersense” or “Company”) has completed the acquisition of Unified Chargers Oy announced on 20 October 2022. In the transaction, Enersense acquired the entire stock of Unified Chargers Oy. The purchase price (“Purchase Price”) of the acquisition is approximately EUR 1.2 million and it will be adjusted as agreed in the purchase agreement (“Purchase Agreement”) according to the so-called locked box method.

The revenue of Unified Chargers Oy for the financial year that ended on 31 January 2022 was EUR 0.4 million and loss for the period was EUR -0.4 million. Its balance sheet total on 31 January 2022 was EUR 0.9 million.

For the payment of the Purchase Price, in connection with the closing of the transaction, Enersense issued, in a directed share issue (“Share Issue”), a total of 199,174 new Enersense shares (“Consideration Shares”) in a share exchange for subscription by the shareholders (“Sellers”) of Unified Chargers Oy. The Sellers have subscribed for the issued Consideration Shares offered for subscription in the Share Issue in full, and the Board of Directors of Enersense has accepted the Sellers’ share subscriptions.

The Share Issues were carried out by the decision of the Board of Directors of Enersense in deviation from the shareholders’ pre-emptive subscription right under the authorisation given by the Extraordinary General Meeting of Enersense on 10 November 2022. The Consideration Shares issued in the Share Issue were issued in order to develop the group’s business and finance the corporate transaction, so there is a weighty financial reason for the Share Issue and the deviation from the pre-emptive right of the shareholders within the meaning of the Finnish Limited Liability Companies Act.

The value of a Consideration Share in the Share Issue was approximately EUR 6.05 per share and the total subscription price of the Consideration Shares EUR 1,205,000. According to the terms and conditions of the Purchase Agreement, the value of a Consideration Share corresponds to the trade volume weighted average price of the Company’s share on Nasdaq Helsinki Ltd during a period of three (3) weeks following the date of signing of the Purchase Agreement, that is, for the period from 21 October to 10 November 2022. The number of shares allocated to a single Seller as payment for the Purchase Price is calculated to one decimal place and rounded to the lowest total number of shares.

According to the terms of the lock-up agreements (“Lock-up Agreement”) concerning the Consideration Shares concluded by Enersense and the Sellers in connection with the closing of the transaction, a total of 67 percent of the Consideration Shares subscribed for by each Seller in the Share Issue are subject to so-called lock-up sales restrictions (“Lock-up”). The Lock-up is lifted in stages within 24 months, as agreed in the Lock-up Agreement.

After the new shares subscribed for in the Share Issue have been registered in the Trade Register, the total number of Enersense shares will be 16,492,531 shares. The number of Consideration Shares directed for subscription corresponds to approximately 1.2 percent of Enersense’s stock after the registration of the Consideration Shares. The Consideration Shares will entitle to full dividends possibly distributed by Enersense and to other distribution of assets as well as carry other shareholder rights in the company starting from when the Consideration Shares have been entered in the Trade Register and the shareholders’ register of the Company. Enersense will be requesting admission to public trading of the new shares on the official list of Nasdaq Helsinki Ltd as the same type of shares as Enersense’s current shares, after they have been registered in the Trade Register.

Enersense International Plc
Board of Directors

Further information:

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

Media contacts:

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

Important notice

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

Enersense in brief:   

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

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

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

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

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

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

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

More information:

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

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

Media contacts:

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

Enersense in brief:

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

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

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

1.1 Approval of the merger

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Amendment of Article 7 of the Articles of Association

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

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

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

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

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

Minutes of the Extraordinary General Meeting

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

Pori on 10 November 2022
Enersense International Plc
Board of Directors

Further information:

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

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

Distribution:
Nasdaq Helsinki
Major Media
www.enersense.com

Important notice

Enersense in brief:   

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

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

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

Based on the Board of Directors’ decision, the second instalment of the dividend, EUR 0.05 per share, will be paid to the shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date of 1 November 2022. The payment date for the second instalment is on 8 November 2022.

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

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

Enersense International Plc
Jussi Holopainen
President and CEO

Additional information:

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

Media contacts:

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

Distribution:
Nasdaq Helsinki
Major Media
www.enersense.com

Enersense in brief:   

Enersense International Plc’s January-September 2022 Business Review: Order backlog grew significantly

Enersense International Plc
Stock Exchange Release October 28, 2022 at 12:00 p.m.

This release is a summary of Enersense International Plc’s January-September 2022 Business Review. The company complies with the semiannual reporting in accordance with the Finnish Securities Markets Act and discloses business reviews for the first three and first nine months of the year, which present key information regarding the company’s financial position and development. The financial information presented in the business review is unaudited. 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.

JULY–SEPTEMBER 2022

• Revenue was EUR 64.4 (58.3) million, showing an increase of 10.5%.

• EBITDA was EUR 4.0 (2.9) million. The EBITDA margin was 6.3% (5.1)

• Adjusted EBITDA was EUR 4.3 (4.4) million, or 6.6% (7.5) of revenue.

• The operating profit was EUR 1.9 (0.4) million. The profit margin was 3.0% (0.7).

• Undiluted earnings per share were EUR 0.07 (0.01).

JANUARY–SEPTEMBER 2022

• Revenue was EUR 178.0 (173.2) million, showing an increase of 2.8 %.

• EBITDA was EUR 8.8 (10.5) million. The EBITDA margin was 5.0% (6.0).

• Adjusted EBITDA was EUR 9.3 (11.7) million, or 5.2% (6.8) of revenue.

• The operating profit was EUR 2.4 million (2.8). The profit margin was 1.3% (1.6).

• Undiluted earnings per share were EUR -0.11 (0.07).

• The order backlog stood at EUR 385 million (272) at the end of September.

• On 31 August 2022, Enersense announced an extensive strategic cooperation agreement (4 + 2 + 2 years) with Helen Oy on operation and maintenance tasks. The maximum amount of the acquisition, including the options, is EUR 200 million, of which EUR 100 million has been recognised in the order book for the third quarter.

• On 23 September 2022, Enersense announced that it had signed a business combination agreement with MBÅ Invest Oy, its second largest shareholder. Based on the agreement, MBÅ Invest will merge with Enersense.

After the review period:

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

GUIDANCE FOR THE 2022 FINANCIAL PERIOD

Enersense reiterates its earlier financial guidance:

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

Key figures

President and CEO Jussi Holopainen:

“After the challenging first part of the year, we are pleased to announce that in July–September almost all our segments improved their EBITDA, and the Group’s operating profit improved from the comparison period and the second quarter of 2022. Our order backlog and the company’s cash situation improved as well.

Enersense’s revenue in January–September grew to EUR 178 (173) million, which represents an increase of 2.8% year-on-year. Revenue increased in all segments except Smart Industry, where volumes have decreased following the completion of the Olkiluoto 3 project. Due to a weak first half of the year, EBITDA in the review period was below the previous year’s level. EBITDA decreased by 15.4% and was EUR 8.8 million (10.5).

In these exceptional times, we have every reason to be satisfied with our overall performance. We succeeded in the pricing and implementation of several projects. With the inflation rate rising rapidly, we also succeeded in negotiating increases to the prices of materials with many customers for existing and new contracts.

Despite the challenging operating environment, our order backlog has developed steadily during the year. In the third quarter, our order backlog grew significantly and stood at EUR 385 (272) million at the end of September. In our Smart Industry segment, we have worked hard during 2022, building a foundation for future growth. Examples of this work include the ramp-up of Enersense Offshore and an agreement on outfitting work for two new ferries at the Rauma shipyard for TT-Line Company. An extensive strategic cooperation agreement with the energy company Helen on operation and maintenance tasks related to plants and networks was recorded in the Smart Industry segment’s order backlog in the third quarter. The strategic goal of both Enersense and Helen is to play a key role in the green transition, and this agreement enables us to contribute to Helen’s vision of achieving carbon neutrality by 2030. It is also our pleasure to welcome the operation and maintenance professionals who are transferring from Helen to Enersense!

After the end of the review period, we announced that we had further specified the focus areas of our growth strategy by focusing on zero-emission transport alongside onshore and offshore wind power and solar energy. In this area, we are seeking new business in charging solutions for electric transport, for example. In the zero-emission transport sector, our goal is to expand our role in the value chain from being an installation and service partner for companies that provide charging equipment solutions to becoming a manufacturer of charging devices, which we believe holds significant growth potential for us. We also announced that we had signed an agreement to acquire Unified Chargers Oy, a Finnish growth company manufacturing fast charging stations and high-power charging stations for electric cars. When the corporate arrangement is implemented, Enersense will be able to offer a complete range of advanced and customisable charging solutions for public sites and the needs of heavy transport, as well as smart services for charging station operations.

We are also determined to pursue our goal of energy production of our own, which involves building 600 MW of capacity for onshore wind power and 100 MW for solar power by 2027. Our subsidiary Megatuuli Oy plays a key role in achieving our goal for onshore wind power. Its current onshore wind power project portfolio (3,000 MW) enables the development of our own energy production. Megatuuli has projects in the feasibility study phase (2,000 MW) and in the permit, land use and EIA phase (1,000 MW). We will begin to report on the development of this project portfolio as part of our half-yearly reporting for the first and second half of each year.

The core of our growth strategy consists of seeking new business in onshore and offshore wind power, solar energy and zero-emission transport. However, the cost-efficiency of our basic business operations and profitable growth are, at least, equally important for us. I am very pleased with how we have succeeded in developing our operations continuously and systematically towards best practices in all sectors. It is great to see how our new operating methods have already proved to be broadly successful, and our internal development work towards our common goals continues in cooperation with our highly competent personnel.

In September, we announced a business combination agreement through which MBÅ Invest, our second largest shareholder, will merge with Enersense. An extraordinary general meeting convened by Enersense’s Board of Directors will be held on 10 November 2022 to discuss decisions related to the merger of Enersense International Plc and MBÅ Invest Oy, among other matters. The purpose of the merger is to increase the transparency and equality of the ownership and governance, and simplify the ownership structure of Enersense. The transaction will bring MBÅ Invest’s holding better to the fore and make the executives’ true ownership in the company transparent. The transaction will also increase the management’s commitment through long-term transfer restrictions on shares. The elimination of indirect ownership is also aimed at improving the liquidity of Enersense shares.”

Pori 28 October 2022
Enersense International Plc
Board of Directors

Additional information:

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

Media contacts:

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

Distribution:
Nasdaq Helsinki
Major Media
www.enersense.com

Enersense in brief:   

enersense_business_review_q3_2022

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

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

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

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

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

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

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

More information:

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

Media contacts:

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

Enersense in brief:   

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

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

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

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

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

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

ENERSENSE INTERNATIONAL PLC

Jussi Holopainen
President and CEO

More information:

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

Media contacts:

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

Distribution:

Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:   

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

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

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

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

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

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

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

The decision is legal.

More information:

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

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

Media contacts:

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

Enersense in brief:

Inderes has published an extensive company report on Enersense

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

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

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

More information: 

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

Media contacts: 

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

Enersense in brief:   

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

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

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

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

ENERSENSE INTERNATIONAL PLC
Jussi Holopainen
President and CEO

More information:

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

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

DISTRIBUTION
Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:   

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

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

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

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

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

Enersense International Plc´s Annual General Meeting 2023 is planned to be held on Tuesday 4 April 2023. Enersense’s Board of Directors will summon the Annual General Meeting at a later date.

A shareholder who wishes to include a matter on the agenda of the Annual General Meeting should submit such request by 15 February 2023 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com.

Enersense International Plc
Jussi Holopainen
President and CEO

For more information, please contact:

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

Media contacts:

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

Enersense in brief:   

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

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

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

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

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

More information:

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

Media contacts:

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

Enersense in brief:   