News Tag: News - Page 8

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

Enersense International Plc
Stock exchange release, 2 February 2022 at 1:00 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Tomi Hyttinen. According to the notification, the shareholding of Tomi Hyttinen and Taloustieto Incrementum Oy, a company controlled by him, in Enersense International Plc has fallen to 4.77% of all shares in Enersense International Plc on 1 February 2022. According to the notification, Tomi Hyttinen and Taloustieto Incrementum Oy hold a total of 762,305 shares in Enersense International Plc, which corresponds to 4.77% of all shares and voting rights in Enersense International Plc.

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

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	4,77	–	4,77	15,996,060
Position announced in the previous flagging notification (if applicable)	5,64	–	5,64

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

A: Shares and voting rights
Class/type of sharesISIN code (if possible)	Number of shares and voting rights		% of shares and voting rights
	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)
FI4000301585	7,000	755,305	0.05	4.72
A TOTAL	762,305		4.77

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

Name	% of shares and voting rights	% of shares and voting rights through financial instruments	Total shares, voting rights and financial instruments
Tomi Hyttinen	0.05		7,000
Taloustieto Incrementum Oy	4.72	–	755,305

According to the flagging notification, Tomi Hyttinen owns 100% of Taloustieto Incrementum Oy.

Enersense in brief:
Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

P2X has passed an investment decision on the construction of Finland’s first green hydrogen production plant – Enersense’s investment in P2X is expected to be completed in February

Enersense International Plc   
Press release 2.2.2022 at 12:45 p.m.

Enersense International Plc, a creator of zero-emission energy solutions, announced on 8 December 2021 and 31 January 2022 its plans to invest an amount of EUR 13 million in P2X Solutions Oy, a green hydrogen production company. Subject to the completion of the arrangement, which is expected to take place in February 2022, Enersense and P2X agree on a significant partnership in relation to both construction of the hydrogen production plant and later also in relation to the plant’s maintenance, subject to the fulfilment of certain conditions.

In relation to the investment, P2X announced on 2 February 2022 that it has passed an investment decision of EUR 70 million in respect of the construction of the Finland’s first green hydrogen production plant in Harjavalta. The capacity of the green hydrogen production plant to be located in the Harjavalta Industrial Park is 20 MW and the construction works will begin in the autumn 2022. It is expected that the construction works of the plant are completed during the first half of the year 2024.

Jussi Holopainen, CEO, Enersense International Plc:

”The investment decision relating to Finland’s first green hydrogen production plant is a significant issue. Hydrogen has a key role in the development of zero-emission energy solutions and energy storage. The hydrogen market is growing fast and it is great that there are Finnish operators in leading roles in the development.”

The goal of P2X is to implement further green hydrogen production plants with the same concept, and preparations for the following plants have already started. P2X produces green hydrogen completely emission-free by electrolysis of water using renewable energy sources. The company further processes some of the green hydrogen into renewable synthetic fuels, such as synthetic methane. The heat and oxygen generated as by-products of the process can be utilized in industrial processes.

Enersense in brief: 

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. 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: Flagging notification under chapter 9, section 10 of the Securities Markets Act

Enersense International Plc
Stock exchange release, 2 February 2022 at 12:30 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Janne Vertanen. According to the notification, the shareholding of Janne Virtanen and companies controlled by him, in Enersense International Plc has fallen to 8.57% of all shares in Enersense International Plc on 1 February 2022. According to the notification, Janne Vertanen and companies in his control hold a total of 1,370,887 shares in Enersense International Plc, which corresponds to 8.57% of all shares and voting rights in Enersense International Plc.

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

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	8.57	–	8.57	15,996,060
Position announced in the previous flagging notification (if applicable)	10.035	–	10.035

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

A: Shares and voting rights
Class/type of sharesISIN code (if possible)	Number of shares and voting rights		% of shares and voting rights
	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)
FI4000301585	27,426	1,343,461	0.17	8.40
A TOTAL	1,370,887		8.57

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

Name	% of shares and voting rights	% of shares and voting rights through financial instruments	Total shares, voting rights and financial instruments
Verman Group Oy	8.40	–	1,343,461
Vertanen Janne	0.17	–	27,426

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

Enersense International Plc
Stock exchange release, 2 February 2022 at 11:15 a.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from MBÅ Invest Oy. According to the notification, the shareholding of MBÅ Invest Oy in Enersense International Plc has fallen to 14.09 % of all shares in Enersense International Plc on 1 February 2022. According to the notification, the company holds a total of 2,253,072 shares in Enersense International Plc, which corresponds to 14.09 % of all shares and voting rights in Enersense International Plc.

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

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	14.09	–	14.09	15,996,060
Position announced in the previous flagging notification (if applicable)	16.82	–	16.82

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

A: Shares and voting rights
Class/type of sharesISIN code (if possible)	Number of shares and voting rights		% of shares and voting rights
	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)
FI4000301585	2,253,072	Click here to enter text.	14.09
A TOTAL	2,253,072		14.09

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

Name	% of shares and voting rights	% of shares and voting rights through financial instruments	Total shares, voting rights and financial instruments

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

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

Enersense International Plc
Stock exchange release, 2 February 2022 at 9:50 a.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Kyösti Kakkonen. According to the notification, the shareholding of Joensuun Kauppa ja Kone Oy, a company controlled by Kyösti Kakkonen, in Enersense International Plc has fallen to 8.64% of all shares in Enersense International Plc on 1 February 2022. According to the notification, the company holds a total of 1,382,449 shares in Enersense International Plc, which corresponds to 8.64% of all shares and voting rights in Enersense International Plc.

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

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	8.64	–	8.64	15,996,060
Position announced in the previous flagging notification (if applicable)	14.82	–	14.82

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

A: Shares and voting rights
Class/type of sharesISIN code (if possible)	Number of shares and voting rights		% of shares and voting rights
	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)
FI4000301585	Click here to enter text.	1,382,449		8.64
A TOTAL	1,382,449		8.64

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

Name	% of shares and voting rights	% of shares and voting rights through financial instruments	Total shares, voting rights and financial instruments
Kyösti Kakkonen	0	0	0
Kakkonen-Yhtiöt Oy	0	0	0
Joensuun Kauppa ja Kone Oy	8.64	–	8.64

According to the flagging notification, Kyösti Kakkonen owns 55.3% of Kakkonen-Yhtiöt Oy, which owns 100% of Joensuun Kauppa ja Kone Oy.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense has completed the Megatuuli transaction and the new Enersense shares have been registered with the Trade Register

Enersense International Plc
Stock Exchange Release 1 February 2022 at 6:50 p.m.

Enersense International Plc (“Enersense”) announced on 31 January 2022 that the Board of Directors of Enersense decided on a directed share issue in relation to the acquisition of Megatuuli Oy (“Megatuuli”), an onshore wind farm developer (the “Share Transaction”) and the time schedule and impacts of the Share Transaction. The Share Transaction has been completed today 1 February 2022.

A total of 2 598 331 new Enersense shares were today issued as consideration to the sellers and subscribed at the completion of the Share Transaction against the transfer of Megatuuli’s voting shares. The new Enersense shares have been registered with the Trade Register today 1 February 2022. As announced earlier, the shares are subject to a lock-up restriction and security arrangement concerning 50% of the shares issued as consideration to Megatuuli’s sellers. The restrictions will be lifted 24 months after the completion of the Share Transaction.

Following the registration of the new shares, the number of Enersense’s shares amounts to 15 996 060. All shares have equal voting rights. The new shares are expected to be admitted to trading at the Nasdaq Helsinki on 3 February 2022.

Jussi Holopainen, CEO, Enersense International Plc:  

 “The acquisition of Megatuuli is of great value to Enersense as it extends our understanding and capabilities in the wind power value chain. Over the coming years, the wind power market will experience strong growth and, in terms of the entire market, it is important to have broad-based understanding under the same roof of the different phases of the project from design to implementation.”  

The Share Transaction and its implications on Enersense have been described in the stock exchange release issued by Enersense on 31 January 2022.

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. Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. 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/sijoittajalle. 

Enersense’s Board decided on a directed share issue of 2,598,331 new Enersense shares in relation to the Megatuuli transaction – the transaction is estimated to be completed on 1 February 2022

Enersense International Plc
Stock Exchange Release, 31 January 2022 at 11:50 p.m.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA 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.

Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced on 20 December 2021 that it has signed an agreement on the acquisition of Megatuuli Oy (“Megatuuli”), an onshore wind farm developer. Enersense estimated that the transaction (“Share Transaction”) will be completed during January 2022.

Enersense’s Board of Directors has today decided on a directed share issue of a total of 2,598,331 new Enersense shares to the sellers of Megatuuli in relation to the Share Transaction. The share issue is conditional on the completion of the Share Transaction. The completion of the Share Transaction is estimated to be take place on 1 February 2022.

Jussi Holopainen, CEO, Enersense International Plc:  

“Megatuuli has, together with its partners, wind power plant projects in progress or in the feasibility study phase, with a total capacity of around 3,000 MW. It is great to have such a significant operator to support and complement Enersense Group’s strong selection of wind power services.  Enersense will continue to offer its partners wind power design and construction services but after the value chain expansion, we will also begin to develop wind farms in cooperation with Megatuuli’s partners. In the future, we will also seek to independently construct wind farms as well serve as their owners and produce zero-emission energy.”  

As announced by Enersense earlier, it was agreed that the Share Transaction is conditional on, among other things, the Extraordinary General Meeting of Enersense, convened to be held on 11 January 2022, deciding to change the Articles of Association of Enersense and authorising Enersense’s Board of Directors to decide on a directed share issue and security arrangements concerning the Share Transaction; amending the Articles of Association of Megatuuli to create a new series of non-voting shares; as well as the current shareholders of Megatuuli and Enersense negotiating a shareholder agreement concerning Megatuuli. On 11 January 2022, Enersense announced the decisions of the General Meeting. In addition, the conditions concerning Megatuuli’s Articles of Association and negotiating a shareholder agreement have also been fulfilled.

It was also agreed that the Share Transaction is conditional on, among other things, certain Megatuuli’s project development partners waiving the change of control terms included in the agreements between Megatuuli and these parties in connection with the Share Transaction, as well as on renegotiating the duration and certain terms and conditions of the cooperation agreement with Megatuuli’s key project development partner. On 10 January 2022, Enersense announced that Megatuuli had concluded a preliminary agreement with its said development partner, containing the mutual understanding of parties on the key terms of the cooperation agreement to be renegotiated, with the aim of promoting the conclusion of a final amended cooperation agreement and thus, with the view of fulfilling the preconditions of the Share Transaction to this extent. Enersense also announced that it has, on behalf of Megatuuli, provided a security of EUR 5 million to guarantee the conclusion of a final amended cooperation agreement in accordance with the preliminary agreement, and that the security will expire if the Share Transaction has not been completed by 13 February 2022.

Even though the negotiations on the above final cooperation agreement are still ongoing based on the concluded preliminary agreement, the parties to the Share Transaction are willing to complete the Share Transaction on the basis of the above preliminary agreement. The other preconditions have been fulfilled, which fulfilment will also be confirmed at the completion and based on a careful assessment by Enersense’s Board, it is in the company’s best interest to complete the Transaction despite the fact that the precondition concerning the renegotiation of the cooperation agreement remains unfulfilled in order to be able to carry out the integration and consolidation of Megatuuli to Enersense as soon as possible. The Board also made a careful assessment of the risks related to a scenario where the cooperation agreement would not be concluded at all. Enersense estimates that the cooperation agreement will be concluded based on the preliminary agreement during February 2022.

As previously announced, the purchase price of the Share Transaction, a total of EUR 18.5 million, was agreed to be paid by means of the issuance of new Enersense shares. As set out in the share purchase agreement and as confirmed by the parties in connection with the completion preparations of the Share Transaction, the number of new shares is determined five business days before the completion of the Share Transaction based on the 25 business day’s volume-weighted average price (VWAP) of the Enersense share on the Nasdaq Helsinki, provided that the volume-weighted average price shall not be less than EUR 7,1199380009819. The volume-weighted average price calculated as set out above was EUR 6,91 and thus, the agreed minimum amount of EUR 7,1199380009819 was used when determining the number of new shares.

Enersense’s Board has today decided, based on the authorisation granted by the Extraordinary General Meeting of 11 January 2022, on a directed share issue of a total of 2,598,331 new shares in relation to the Share Transaction and subject to its completion. The subscription price of the new share is EUR 7,1199380009819 per share. The total subscription price will be recorded in full in Enersense’s invested unrestricted equity reserve, and no changes will be made to Enersense’s share capital.

The new Enersense shares will be issued as consideration to the sellers and will be subscribed against the transfer of Megatuuli’s voting shares at the completion of the Share Transaction which is expected to be completed on 1 February 2022. The new shares are to be notified for registration with the Trade Register following the completion of the Share Transaction. A separate announcement will be issued on the completion of the Share Transaction and registration of the new Enersense shares. The new shares are subject to a lock-up restriction and security arrangement concerning 50% of the shares issued as consideration to Megatuuli’s sellers. The restrictions will be lifted 24 months after the completion of the Share Transaction.

Following the subscription and registration of the new shares, the number of Enersense’s shares amounts to 15,996,060, and the number of new shares accounts for approximately 16.24 per cent of Enersense’s share capital following the registration of the new shares. Enersense will submit an application on the listing of the new shares to the Nasdaq Helsinki in the same class as the current shares of Enersense following their registration in the Trade Register.

As previously announced, the sellers of the Share Transaction will, following the completion of the Share Transaction, remain as the minority shareholders of Megatuuli’s new series of non-voting shares, which will, based on the shareholder agreement concluded between Enersense and the minority shareholders, entitle these minority shareholders to dividends based on sales revenues from certain wind farms under development by Megatuuli and its partners. These minority shareholders will have no other rights to Megatuuli’s distribution of profit, nor will they have, subject to certain exceptions, any other rights related to Megatuuli. The minority shareholders’ holding in Megatuuli will expire once Megatuuli has paid them the agreed dividends based on revenues from wind farms under development.

As previously announced, the Share Transaction is, upon its completion, expected to improve Enersense’s financial position in 2022 and the company’s performance over the long term. The revenues from certain future projects which are the subject of the series of non-voting Megatuuli shares are expected to have a EUR 20-40 million impact on Enersense’ EBIT by 2025. In terms of distributable net profit, Enersense’s share of the said amount is expected to be around one third and the share of the non-voting shares held by the sellers around two thirds. The first projects are expected to provide revenues during 2022. For Megatuuli’s other projects, which are expected to provide revenues from 2024 onwards, Enersense’s share of net profit is 100 per cent for the financial year. The timing of the completion of the projects and the related revenues are dependent on certain key partners of Megatuuli, which can affect the realisation of the revenues and their schedule in a way which is outside the control of Megatuuli and Enersense.

In addition, the most typical risks and uncertainties relating to wind farm development operations and the related revenues include the approvability of projects, as well as complaints related to statutory land use planning processes and permit procedures in particular, which may delay or prevent the implementation of the projects. Megatuuli’s operations also focus on early-stage development work in wind power projects, and the implementation of development projects depends on certain key partners and the continuity of contracts with these partners, which requires, for example, that Megatuuli is able to comply with the obligations included in such contracts.

As announced earlier, the Share Transaction will, upon its completion, have an impact on Enersense’s long-term numerical targets, which the company will update accordingly during the first quarter of 2022.  In the future, Megatuuli will be reported as part of Enersense’s Power segment.

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 is 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 timeframe described in this release, or at all.

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. Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. 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/sijoittajalle. 

The amount of Enersense’s investment in P2X has been specified

Enersense International Plc
Stock Exchange Release 31 January 2022 at 3:15 p.m.

Enersense International Plc (”Enersense”), a provider of zero-emission energy solutions, announced on 8 December 2021 that it had signed an agreement on a EUR 13–18 million equity investment in green hydrogen producer P2X Solutions Oy (”P2X”) and related partnership arrangement. As announced, Enersense will, subject to the completion of the investment, subscribe for new shares in P2X so that its holding in P2X will be around 16.3–22.5%. In addition, Enersense announced on 3 January 2022 that the timetable of the arrangement has been specified insofar as the conditions precedents of the arrangement are estimated to be fulfilled by the end of January 2022 with the completion of the arrangement to take place in February 2022. 

As the arrangement has progressed, the amount of Enersense’s investment has been confirmed and is, subject to the completion of the arrangement, EUR 13 million. Based on the investment and after potential options, Enersense’s ownership in P2X would be around 16,3 per cent. The remaining conditions precedent for the arrangement are expected to be fulfilled and the arrangement is expected to be completed during February 2022.

Jussi Holopainen, CEO of Enersense International Plc:

“Hydrogen is playing a significant role in creating a climate-neutral energy system by 2050. Hydrogen can not only replace fossil fuels, but it also allows longer term storage of clean energy. Subject to the completion of the investment, Enersense will obtain an excellent position in the promotion of the hydrogen economy which will enhance our role in the value chain of zero-emission energy solutions.”

The key terms and conditions of the arrangement are described in Enersense’s stock exchange release of 8 December 2021.

Enersense in brief: 

Enersense has won Fingrid’s tendering regarding the power line arrangements in Savilahti, Kuopio

Enersense International Oyj
Press release, 21 January 2022 at 2:50 p.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Enersense PN Oy, which operates in the business area of Power, has won Fingrid’s power line contract. The project concerns power line arrangements in Savilahti, Kuopio, which includes the construction of a new landscape tower representing innovative design.

This modification project is part of a major development project in Kuopio’s Savilahti area. Enersense’s contract includes the dismantling of the existing power lines of Fingrid and Kuopion Sähköverkko Oy and the construction of the new power lines. The project also includes the implementation of a landscape tower called ‘Viäntö’, which is specifically designed for the area. The project will start immediately and will be completed by November 2022 at the latest.

“For Fingrid, the power line arrangement project is important because it will make Savilahti’s land use more efficient and ensure the high reliability of the national grid in Kuopio,” says Project Manager Tommi Olsson from Fingrid Plc.

“Savilahti is the largest regional development project in Eastern Finland. The goal is a well-known and sought-after residential, study and working area, where all the elements of a good life are present,” says Jukka Eskelinen, Design Engineer of the Savilahti Project in Kuopio.

Enersense in brief:

Change in the Group Executive Team of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 19 January 2022 at 4:00 p.m.

Johanna Nurkkala, Senior Vice President, Legal, and a member of the Group Executive Team at Enersense International Plc has resigned from her position in order to pursue new challenges outside Enersense. Nurkkala will continue in her position until April 2022.

“I warmly thank Johanna for her contribution to the company. We wish her all the best in her future endeavours”, says the CEO of Enersense Jussi Holopainen.

The company will start recruiting a new Senior Vice President, Legal without a delay.

Enersense in brief:

Proposals of the Shareholders’ Nomination Board of Enersense to the Annual General Meeting 2022

Enersense International Plc
Stock Exchange Release 17 January 2022 at 4.30 p.m.

The Shareholders’ Nomination Board of Enersense International Plc has issued to the Board of Directors its proposal to the Annual General Meeting 2022:

Proposal on the number of the members to the Board of Directors and composition of the Board of Directors

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

The Shareholders’ Nomination Board proposes that the following persons are re-elected as members of the Board of Directors for a term of office ending at the Annual General Meeting 2023: Jaakko Eskola, Sirpa-Helena Sormunen, Herkko Plit, Sari Helander, Päivi Jokinen and Petri Suokas.

The Board of Directors will elect the chairperson and the deputy chairperson among themselves. The Nomination Board recommends to inaugural meeting of the Board of Directors that Jaakko Eskola is re-elected as the chairperson and Sirpa-Helena Sormunen is re-elected as the deputy chairperson.

All candidates have given their consent for the positions and all candidates are, based on the evaluation of the Nomination Board at the time of issuing the proposals, independent of the company. The independence of Herkko Plit shall be re-evaluated subject to the completion of the investment and co-operation arrangement with P2X Solutions Oy announced by Enersense on 8 December 2021. Sirpa-Helena Sormunen, Herkko Plit, Sari Helander and Päivi Jokinen are also independent of major shareholders.

The biographical details of the members proposed to be re-elected can be found on the company’s website at: www.enersense.com/investors/governance/board-of-directors

Proposal on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2022 that remuneration would be paid to the members of the Board of Directors as follows:

annual fee of the chairperson EUR 40,000
annual fee of the deputy chairperson EUR 30,000
annual fee of a member EUR 25,000

In addition, a meeting fee would be paid for each meeting of the Board of Directors and its committees: EUR 1,000 for the chairperson of the Board of Directors and committees and EUR 500 for other members. Travelling costs are proposed to be compensated according to company policy valid from time to time.

The chairperson of the Shareholders’ Nomination Board that prepared the proposals to the Annual General Meeting 2022 is Alexander Ehrnrooth, Nidoco AB and Risto Takkala, MBÅ Invest Oy and Kyösti Kakkonen, Joensuun Kauppa ja Kone Oy act as members to the Nomination Board. The chairperson of the Board of Directors, Jaakko Eskola, acts as an expert in the Nomination Board.

The proposals of the Nomination Board shall be included in the invitation to the general meeting.

Enersense in brief:

Resolutions of the Extraordinary General Meeting of Enersense International Plc

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

The Extraordinary General Meeting of Enersense International Plc (the ”Company”) was held on 11 January 2022 at 10:00 a.m. EET in the premises of Hannes Snellman Attorneys Ltd at Eteläesplanadi 20, 00130 Helsinki, Finland. The Company’s shareholders and their proxy representatives were able to participate in the General Meeting and exercise their rights only by voting in advance and by making counterproposals and submitting questions in advance. It was not possible to participate in the meeting at the meeting venue. The General Meeting was held in accordance with an exceptional meeting procedure, pursuant to the temporary Act (375/2021) adopted by the Finnish Parliament to limit the spread of the COVID-19-pandemic.

In order to complete the acquisition described in the Company’s stock exchange release published on 20 December 2021 (the “Acquisition”), the General Meeting resolved in accordance with the proposal of the Board of Directors to (a) amend section 3 of the Articles of Association of the Company, (b) authorize the Board of Directors to decide on the issuance of shares for the purpose of the execution of a directed share issue (the “Directed Share Issue”) and, conditional upon the completion of the Acquisition, (c) authorize the Board of Directors of the Company to accept the Company’s own shares as pledge and to dispose of the pledged own shares.

RESOLUTIONS REGARDING THE ACQUISITION OF SHARES IN MEGAWIND LTD

a) Amendment of Section 3 of the Articles of Association

Section 3 of the Articles of Association regarding the Company’s line of business was amended to read as follows:

“3. The company produces, transfers, distributes and sells, either independently or through its subsidiaries and affiliates, energy, energy facilities and appliances, and services for the energy sector, industry, construction, installation, maintenance, software industry, data system industry and data communications sector, and engages in consulting, project planning, project developing, importing, and employee leasing and recruitment, particularly in the above sectors, in Finland and other countries. For its operations, the company may own and control properties, shares, participations and other securities, as well as other assets required in its sector.”

b) Authorization of the Board of Directors to resolve on a directed share issue

The General Meeting authorized the Board of Directors to resolve on a directed share issue deviating from the shareholder’s pre-emptive right.

The shares issued by virtue of the authorization will be issued upon the fulfilment of the terms and conditions for the Acquisition to the existing shareholders of Megawind Ltd in proportion to their shares entitled to votes of Megawind Ltd sold as a part of the Acquisition. The maximum number of new shares to be issued in the Directed Share Issue is 2,675,000, which corresponds to approximately 19.9 per cent of the current number of shares in the Company, and which corresponds to approximately a maximum of 16.6 per cent of all shares in the Company upon completion of the Acquisition.

The Board of Directors was authorized to resolve on all terms and conditions of the Directed Share Issue, within the limits of the abovementioned authorization, including the criteria for determining the subscription price and that the subscription price can be paid not only in cash but also fully or partially with other assets. The principles agreed upon in the Acquisition regarding the determination of the subscription price and for the number of new shares are described in the stock exchange release announced on 20 December 2021.

The authorization is valid until the closing of the Annual General Meeting of the Company to be held in the spring of 2022 and it cannot be used to any other purpose than completing the Acquisition. This authorization does not revoke the authorization for the share issue granted to the Board of Directors in Annual General Meeting held on 19 March 2021.

If the Acquisition is completed, the Company will apply for the listing of shares issued through the Directed Share Issue on the official list of Nasdaq Helsinki Ltd.

c) Authorization of the Board of Directors to resolve on accepting the Company’s own shares as pledge and to dispose of the pledged own shares

The General Meeting authorized the Board of Directors to resolve on the acceptance of the Company’s own shares as pledge and to dispose of the pledged own shares pursuant to the following terms and conditions:

Based on the authorization, the Board of Directors may accept a maximum of 668,750 of the Company’s own shares as pledge, however, no more than 10 per cent of all shares in the Company. Own shares may be accepted as pledge other than in proportion of the holdings of shareholders (acceptance of directed pledge). The Board of Directors resolves on the terms and conditions under which the shares are accepted as pledge.

In addition, by virtue of the authorization, the Board of Directors may resolve to dispose of a maximum of 668,750 of the Company’s own shares in connection with the possible enforcement of the pledging arrangement. The Board of Directors is authorized to resolve on to who and in what order the Company’s own shares are disposed. The Board of Directors may resolve to dispose the shares other than in the proportion of the shareholder’s right to purchase the Company’s own shares. Shares can be disposed of in the manner and to the extent resolved upon by the Board of Directors. The Board of Directors also has the right to resolve on selling the pledged own shares through public trading. The authorization includes the Board of Director’s right to resolve on any other terms and conditions for the disposing of the pledged own shares.

The authorization is valid until 29 June 2023 and it cannot be used for any other purpose than accepting the shares issued through the Directed Share Issue as pledge and disposing of the own shares. For the sake of clarity, it is noted that the authorization does not revoke the authorization for acquiring and/or accepting shares as pledge granted to the Board of Directors in the Annual General Meeting held on 19 March 2021.

MINUTES OF THE GENERAL MEETING

The minutes of the General Meeting will be available on the Company’s website at www.enersense.com/investors at the latest from 25 January 2022.

Pori, 11 January 2022

Enersense International Plc

The Board of Directors

Enersense in brief:

Enersense proceeds with the Megatuuli acquisition: preliminary agreement has been entered into with Megatuuli’s key project development partner relating to the condition precedent of the transaction

Enersense International Plc  
Stock exchange release 10 January 2022 at 2:30 p.m.

Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced on 20 December 2021 that it has signed an agreement on acquiring Megatuuli Oy (“Megatuuli”), an onshore wind farm developer company.

As announced by Enersense, the acquisition of Megatuuli (the “Share Transaction”) is conditional on, among other things, certain of Megatuuli’s project development partners issuing a waiver in relation to the change of control terms included in the agreements between Megatuuli and these parties in connection with the Share Transaction, as well as on renegotiating the duration and certain terms and conditions of the cooperation agreement with Megatuuli’s key project development partner. Enersense also announced that the negotiations on the aforesaid contract amendments have been initiated between Megatuuli, Enersense and the said project development partner.

Following the negotiations, Megatuuli has entered into a preliminary agreement with the said key project development partner which includes the parties’ mutual understanding of key terms and conditions of the cooperation agreement to be renegotiated. The purpose of the preliminary agreement is to contribute to the execution of the final cooperation agreement amendment and therefore also to the fulfilment of the condition precedent of the Share Transaction in this regard. In connection with the preliminary agreement, Enersense has issued an EUR 5 million deposit on behalf of Megatuuli to secure the execution of the final cooperation agreement amendment in accordance with the preliminary agreement. The deposit will expire in case the Share Transaction is not completed by 13 February 2022.

The key terms and conditions as well as condition precedents for the completion of the Share Transaction have been described in the stock exchange release published by Enersense on 20 December 2021. The Share Transaction is still expected to be completed during January 2022.

Enersense in brief:

Enersense specifies the timetable for the implementation of the P2X investment and partnership arrangement

Enersense International Plc
Stock exchange release 3 January 2022 at 12:15 p.m.

In its release of 8 December 2021, Enersense International Plc (”Enersense”), a provider of zero-emission energy solutions, announced it had signed an agreement on a EUR 13–18 million equity investment in green hydrogen producer P2X Solutions Oy (”P2X”) and related partnership arrangement. The completion of the investment and partnership arrangement was conditional on P2X receiving a significant grant from the Ministry of Economic Affairs and Employment of Finland for the building of the Harjavalta production plant as well as certain other customary preconditions. Enersense announced on 20 December 2021 that the Ministry of Economic Affairs and Employment of Finland had granted approximately EUR 26 million investment aid to P2X.

In its releases of 8 and 20 December 2021, Enersense estimated that the arrangement would be completed by the end of January 2022. As the arrangement has progressed, the timetable has been specified insofar as the other customary preconditions are estimated to be fulfilled by the end of January 2022 with the completion of the arrangement to take place in February 2022.

The key terms and conditions of the arrangement are described in Enersense’s stock exchange release of 8 December 2021.

Enersense 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. Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense updates its guidance for 2021: the Group’s adjusted EBITDA is expected to exceed EUR 19 million and adjusted EBIT to exceed EUR 11 million

Enersense International Plc
Insider information, 22 December 2021 at 7.30 pm

Enersense International Plc, a provider of zero-emission energy solutions, is adjusting its guidance for 2021, published on 6 May 2021, in terms of adjusted EBITDA, which the company now expects to exceed EUR 19 million. At the same time, the company is further adjusting its guidance upwards in terms of adjusted EBIT, which the company now expects to exceed EUR 11 million.

Updated guidance for 2021:

Turnover: EUR 215–245 million
Adjusted EBITDA: over EUR 19 million
Adjusted EBIT: over EUR 11 million

Previous guidance, published on 6 May 2021:

Turnover: EUR 215–245 million
Adjusted EBITDA: EUR 17–20 million
Adjusted EBIT: EUR 8–11 million

Through a transaction completed on 4 October 2021, Enersense acquired the entire share capital of Pori Offshore Constructions Ltd (currently Enersense Offshore Oy), an offshore wind power company. The initial purchase price of the share capital was EUR 1.0. In addition, potential additional purchase price will be paid based on the EBITDA of Pori Offshore Constructions Ltd for 2022–25 in accordance with the terms and conditions of the sale and purchase agreement. In connection with the transaction, the company executed a sale and leaseback arrangement concerning the land area and buildings in Mäntyluoto in Pori. Through the arrangement, it sold the land area and buildings to Suisto Kiinteistöt Ltd, a company owned by the municipality of Pori, for EUR 8.0 million and entered into a five-year lease concerning these. Originally Enersense estimated that the transaction does not affect Enersense’s 2021 financial guidance.

As a part of the integration of Enersense Offshore Oy, the company has completed a third party assessment on the values of Enersense Offshore Oy’s properties and fixed and intangible assets for the purposes of the purchase price allocation for the transaction, and such assessment indicate a value which is higher than that identified at the time of the completion of the transaction. Intangible assets include, in particular, intangible rights related to the construction and design of offshore wind farms and SPAR platforms, such as technical competence and technology, certified quality systems, computing data and other documentation. In addition to previously mentioned, Enersense Offshore Oy has applied for an EP patent for offshore wind power plants’ platform technology.

As a result of the aforesaid new valuations, Enersense adjusts its previous guidance as described above.

Enersense’s guidance for the year 2022 is expected to be published during the first quarter of 2022. If completed, the acquisition of Megatuuli Oy published on 20 December 2021, will have a positive impact on next year’s guidance. The preconditions and impact of the acquisition are described in more detail in the stock exchange release dated 20 December 2021. Items that could possibly burden results in 2022 include Enersense’s extensive project to renew the enterprise resource planning system, launched in the third quarter of 2021 to pursue improved operational efficiency and scaling capabilities of the company, as well as the integration and development process of Enersense Offshore Oy’s business that is expected to improve the profitability of the business of Enersense Offshore Oy during 2023.

Next financial report:

Enersense will publish its financial statements bulletin for the year 2021 on 28 February 2022.

Enersense 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. Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Enersense’s investment in P2X is making progress – the Ministry of Economic Affairs and Employment granted support for building Finland’s first green hydrogen production plant in Harjavalta

Enersense International Plc
Stock exchange release 20 December 2021 at 14:00 p.m.

On 8 December 2021, Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced that it had signed an agreement on an equity investment of EUR 13–18 million in P2X Solutions Oy (“P2X”), a green hydrogen production company, and entered in a partnership agreement, according to which Enersense has, if certain conditions related to pricing and the quality level are met, the position of a primary partner in the construction of P2X’s green hydrogen production plant, the first of its kind in Finland, to be built in Harjavalta, and in maintenance and operating activities after the completion of the facility. The implementation of the investment and cooperation project was conditional on significant support from the Ministry of Economic Affairs and Employment to P2X for the construction of the Harjavalta plant, as well as on certain other standard preconditions.

The Ministry of Economic Affairs and Employment has decided on granting investment support of roughly EUR 26 million for new energy technology and large demonstration projects for P2X to build Finland’s first green hydrogen production plant and a methanation unit in Harjavalta. P2X’s goal is to start the construction of the green hydrogen production plant planned in the Harjavalta Industrial Park in the autumn of 2022 and to commission the plant during the first half of 2024. The production plant’s capacity will be 20 MW. P2X aims to build other green hydrogen production plants following the same concept.

“This subsidy decision is more than welcome, and it enables Finland’s first green hydrogen production plant project to be pushed forward. We are excited about this partnership with P2X and our concrete plans to promote the hydrogen economy,” says Jussi Holopainen, CEO of Enersense.

Other standard preconditions of the investment and partnership arrangement are expected to be met, and the arrangement is expected to be implemented by the end of January 2022. Key terms and conditions of the arrangement are presented in the stock exchange release published by Enersense on 8 December 2021.

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. Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is quoted on Nasdaq Helsinki (ESENSE). The company provides information for investors at www.enersense.com/investors.

Notice to the Extraordinary General Meeting of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 20 December at 9:45 a.m.

Notice is given to the shareholders of Enersense International Plc (the “Company”) to the Extraordinary General Meeting (the “General Meeting”) to be held on Tuesday 11 January 2022 at 10:00 a.m. (EET) at the office of Hannes Snellman Attorneys Ltd at Eteläesplanadi 20, 00130 Helsinki, Finland. The Company’s shareholders and their proxy representatives may participate in the General Meeting and exercise shareholder rights only by voting in advance and by making counterproposals and submitting questions in advance in accordance with this notice. Shareholders and their proxy representatives may not participate in the General Meeting at the meeting venue. Instructions for shareholders are provided in section C of this notice and on the Company’s website.

The Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act (375/2021) that came into force on 8 May 2021. In order to prevent the spread of the COVID-19 pandemic, the Company has resolved to take the measures allowed by said legislation so that the General Meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, the Company’s employees and other stakeholders.

A. Matters on the agenda of the General Meeting

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

Opening of the meeting

Calling the meeting to order

Attorney-at-law Riikka Rannikko will serve as the chairperson of the meeting. In the event Riikka Rannikko is prevented from serving as the chairperson for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairperson.

Election of persons to scrutinize the minutes and to supervise the counting of votes

The Company’s SVP, Legal Johanna Nurkkala will scrutinize the minutes and supervise the counting of the votes. In the event Johanna Nurkkala is prevented from scrutinizing the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to scrutinize the minutes and supervise the counting of votes.

Recording the legality of the meeting

Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.

Resolutions regarding the acquisition of shares in Megawind Ltd

The Company has on 20 December 2021 announced by way of a separate stock exchange release to have signed an agreement on the acquisition of the shares entitling to votes in the Finnish onshore wind power developer Megawind Ltd from the company’s existing shareholders for a purchase price of EUR 18.5 million (the “Acquisition”). The purchase price will be paid as share consideration to the existing shareholders of Megawind Ltd. The agreed share consideration consists of new shares in the Company to be issued through a directed share issue. The number of new shares will be determined five (5) business days prior to the completion of the Acquisition based on the 25-day volume weighted average share price (VWAP) of the Company’s share on Nasdaq Helsinki Ltd (i.e. a period commencing thirty (30) days and ending five (5) days prior to the completion of the Acquisition.) The subscription price of the new shares (per share) is the opening rate of the Company’s share on Nasdaq Helsinki Ltd on the completion date of the Acquisition. The maximum number of new shares is limited to approximately 20 per cent of the current number of shares in the Company (i.e. 2,675,000 new shares) (the “Directed Share Issue”). In addition to the purchase price, the Company and existing shareholders of Megawind Ltd have agreed that the possible difference between the purchase price and value of shares issued in the Directed Share Issue shall be paid in cash. For the sake of clarity, it is noted that the existing shareholders of Megawind Ltd shall remain shareholders of a new share class of Megawind Ltd, such shares not being entitled to votes, upon the completion of the Acquisition. Said shareholders are solely entitled to dividends based on profits from the sale of certain future projects pursuant to the shares not entitled to votes. These Megawind Ltd shares not entitled to votes do not have rights to any other distribution of funds nor other rights related to Megawind Ltd. The arrangement has been described in more detail in the Company’s stock exchange release announced on 20 December 2021.

The completion of the Acquisition is subject to, among others, the resolution of the Company’s extraordinary general meeting amending the Articles of Association, authorizing the Board of Directors to resolve on the issuance of shares and authorizing the Board of Directors to accept the Company’s own shares as pledge and to dispose of the pledged own shares. The Acquisition and conditions of the Acquisition are described in more detail in the Company’s stock exchange release announced on 20 December 2021. The Acquisition is intended to be completed in January 2022.

In order to complete the Acquisition, the Board of Directors of the Company proposes to the General Meeting that it (a) amends section 3 of the Articles of Association of the Company, (b) authorizes the Board of Directors of the Company to resolve on the Directed Share Issue and, conditional upon the completion of the Acquisition, (c) authorizes the Board of Directors of the Company to accept the Company’s own shares as pledge and to dispose of the pledged own shares.

a) Amendment of the Section 3 of the Articles of Association

The Board of Directors proposes that section 3 of the Articles of Association regarding the Company’s line of business would be amended to read as follows:

b) Authorization of the Board of Directors to resolve on a directed share issue

The Board of Directors proposes that the General Meeting authorizes the Board of Directors to resolve on a directed share issue deviating from the shareholder’s pre-emptive right. Pursuant to the Finnish Companies Act, the deviation requires that there is a weighty financial reason for the Company.

The shares issued by virtue of the authorization would be issued upon the fulfilment of the terms and conditions for the Acquisition to the existing shareholders of Megawind Ltd in proportion to their shares entitled to votes of Megawind Ltd sold as a part of the Acquisition. The maximum number of new shares to be issued in the Directed Share Issue is 2,675,000, which corresponds to approximately 19.9 per cent of the current number of shares in the Company, and which corresponds to approximately a maximum of 16.6 per cent of all shares in the Company upon completion of the Acquisition.

The Board of Directors is authorized to resolve on all terms and conditions of the Directed Share Issue, within the limits of the abovementioned authorization, including the criteria for determining the subscription price and that the subscription price can be paid not only in cash but also fully or partially with other assets. The principles agreed upon in the Acquisition regarding the determination of the subscription price and for the number of new shares are described in the stock exchange release announced on 20 January 2021.

The authorization is valid until the closing of the Annual General Meeting of the Company to be held in the spring of 2022 and it cannot be used to any other purpose than completing the Acquisition. In case the General Meeting decides to approve the authorization, this does not revoke the authorization for the share issue granted to the Board of Directors in Annual General Meeting held on 19 March 2021.

In case the General Meeting approves the proposed authorization and if the Acquisition is completed, the Company will apply for the listing of shares issued through the Directed Share Issue on the official list of Nasdaq Helsinki Ltd.

c) Authorization of the Board of Directors to resolve on accepting the Company’s own shares as pledge and to dispose of the pledged own shares

The Board of Directors proposes that the General Meeting authorizes the Board of Directors to resolve on the acceptance of the Company’s own shares as pledge and to dispose of the pledged own shares pursuant to the following terms and conditions:

Based on the authorization, the Board of Directors may accept a maximum of 668 750 of the Company’s own shares as pledge, however, no more than 10 per cent of all shares in the Company. Own shares may be accepted as pledge other than in proportion of the holdings of shareholders (acceptance of directed pledge). The Board of Directors resolves on the terms and conditions under which the shares are accepted as pledge.

In addition, by virtue of the authorization, the Board of Directors may resolve to dispose of a maximum of 668 750 of the Company’s own shares in connection with the possible enforcement of the pledging arrangement. The Board of Directors is authorized to resolve on to who and in what order the Company’s own shares are disposed. The Board of Directors may resolve to dispose the shares other than in the proportion of the shareholder’s right to purchase the Company’s own shares. Shares can be disposed of in the manner and to the extent resolved upon by the Board of Directors. The Board of Directors also has the right to resolve on selling the pledged own shares through public trading. The authorization includes the Board of Director’s right to resolve on any other terms and conditions for the disposing of the pledged own shares.

The authorization is valid until 29 June 2023 and it cannot be used for any other purpose than accepting the shares issued through the Directed Share Issue as pledge and disposing of the own shares. For the sake of clarity, it is noted that if the General Meeting decides to approve the proposed authorization, it will not revoke the authorization for acquiring and/or accepting shares as pledge granted to the Board of Directors in the Annual General Meeting held on 19 March 2021.

Closing of the meeting

B. Documents of the General Meeting

This notice, which contains all of the resolution proposals to the agenda of the General Meeting, is available on the Company’s website at www.enersense.com/general-meeting. Copies of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website from 25 January 2022 onwards, at the latest.

C. Instructions for the participants in the General Meeting

The Company’s shareholders and their proxy representatives can participate in the General Meeting and exercise shareholder rights only by voting in advance, asking questions in advance and making possible counterproposals in advance in accordance with the instructions set out below.

The right to participate

Each shareholder, who is on the record date of the General Meeting on 29 December 2021 registered in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholders’ register of the Company. A shareholder may only participate in the General Meeting by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions below.

Registration and voting in advance

The registration for the General Meeting and advance voting will begin on 27 December 2021 at 4:00 p.m. (EET). A shareholder who is registered in the shareholders’ register of the Company and who wishes to participate in the General Meeting by voting in advance, shall register for the General Meeting and vote in advance by 3 January 2022 at 4:00 p.m. (EET) by which time the registration and votes must be received.

A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from 27 December 2021 at 4:00 p.m. (EET) until 3 January 2022 at 4:00 p.m. (EET) through the Company’s website at www.enersense.com/general-meeting.

For natural persons, the electronic advance voting requires a secured strong electronic authentiction and the shareholder may register and vote by logging in with their Finnish online banking codes or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information.

If a shareholder participates in the General Meeting by way of advance voting, voting in advance is considered as registration for the General Meeting if all required information is given. Instructions for voting are available on the Company’s website at www.enersense.com/general-meeting/.

Requested information shall be given by the shareholder or the proxy representative in connection with the registration. The personal data given to the Company or Euroclear Finland Oy is used only in connection with the General Meeting and with the processing of related registrations. Further information on how the Company processes personal data is available in the privacy notice regarding the General Meeting, which is available at www.enersense.com/investors/general-meeting/.

Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Shareholders, who do not vote in advance, are requested, due to the COVID-19 pandemic, to exercise shareholders’ rights through a centralized proxy representative designated by the Company by authorizing the Company’s Senior Legal Officer Eero Mäkelä, or a person appointed by them, to represent them at the General Meeting in accordance with the shareholder’s voting instructions. Also, the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.

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

Proxy and voting instruction templates will be available on the Company’s website at www.enersense.com/general-meeting from 27 December 2021 onwards. Proxy documents should be delivered to the Company by email to yhtiokokous@enersense.com or by mail to Enersense International Oyj / Yhtiökokous 2022, Konepajanranta 2, 28100 Pori, Finland before the last date for registration on 3 January 2022 at 4:00 p.m. (EET), by which time the proxy documents must be received.

If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all required information is included in the proxy documents. Submitting a proxy and voting instructions, that have been granted to the proxy representative designated by the Company, before the end of the notification of participation period constitutes both due registration for the General Meeting as well as voting in advance, provided that the required information listed in this notice is given.

Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder on the record date of the General Meeting on 29 December 2021, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy at the latest by 6 January 2022, 10:00 a.m. (EET). As regards nominee-registered shares this constitutes due registration for the General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account manager of the custodian bank has to register a holder of nominee-registered shares, who wishes to participate in the General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee-registered shares within the registration period for nominee-registered shares.

Further information will also be available on the Company’s website at www.enersense.com/general-meeting.

Other instructions and information

Shareholders who hold at least one hundredth of all shares in the Company are entitled to make counterproposals subject to voting on the agenda points of the General Meeting. Such counterproposals shall be delivered to the Company by email to yhtiokokous@enersense.com no later than 23 December 2021 at 4:00 p.m. (EET). In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the General Meeting if the shareholders who have made the counterproposal have the right to attend the General Meeting and on the record date of the General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company’s website at www.enersense.com/general-meeting on 27 December 2021 at the latest.

A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent by email to yhtiokokous@enersense.com or by mail to Enersense International Oyj / Yhtiökokous 2021, Konepajanranta 2, 28100 Pori, Finland at the latest by 27 December 2021 at 4:00 p.m. (EET). Such questions by shareholders, responses to such questions by the management of the Company as well as other counterproposals than those eligible for voting will be available on the Company’s website at www.enersense.com/general-meeting on 30 December 2021 at the latest. In connection with submitting counterproposals and asking questions, shareholders are required to provide adequate evidence of their shareholding.

On the date of this notice to the General Meeting 20 December 2021, the total number of shares in Enersense International Plc is 13,397,729 shares, which correspond to the same number of votes.

Pori, 20 December 2021

Enersense International Plc

Board of Directors

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense to become a producer of green energy and a key green energy company – its long-term targets will be reassessed in connection with corporate transactions

Enersense International Plc
Stock exchange release, 20 December 2021 at 8:45 a.m.

Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, announced on 20 December 2021, that it had signed an agreement on purchasing Megatuuli Oy (“Megatuuli”), an onshore wind farm developer, and on 8 December 2021 on an investment in and primary partnership with P2X Solutions Oy (“P2X”), Finland’s first green hydrogen production company (collectively “Corporate Transactions”).

Subject to the completion of the Corporate Transactions, Enersense will proceed to the second phase of its strategy, expanding its role in the value chain. In addition to being a provider of project design, project implementation, maintenance and management services, Enersense will become a key zero-emission energy producer, owner and project developer.

“Enersense, a broad-based service company in the energy sector, will also become a producer of clean energy and a key green energy company if the corporate transactions are completed. Our business model will change as a result of the ownership, as we will also receive revenues from the energy produced. Enersense will continue to serve as a strong partner in enabling the energy transition in all project phases, both in Finland and internationally,” says Jussi Holopainen, CEO of Enersense.

Key benefits of the Corporate Transactions to Enersense if completed – onshore wind power, hydrogen and offshore wind power (stock exchange releases dated 20 December 2021, 8 December 2021 and 4 October 2021)

Great potential: The total capacity of Megatuuli’s wind power projects in progress or in the feasibility study phase is around 3,000 MW, which corresponds to approximately 20 per cent of the amount of wind power capacity in Finland in 2030 as estimated by Fingrid. Hydrogen is playing a significant role in creating a climate-neutral energy system by 2050.

Energy producer: Enersense will begin developing wind farms, take part in their construction and in the future our goal is to also remain as an owner of the farms and produce zero-emission energy.

Complements and supports Enersense’s strong portfolio of services: Enersense to become a more extensive implementation partner of zero-emission energy solutions than before.

Preferred supplier status: Enersense will have the status of the preferred supplier in the work to be carried out during the construction phase of the green hydrogen production plant, which P2X will build in Harjavalta, as well as in maintenance and operation of the plant. The preferred supplier status will also concern the other future projects of P2X, for which an agreement on partnership has been signed for three years.

Synergy gain: Wind power and the production of green hydrogen are strongly linked together and Enersense has strong know-how throughout the value chain. Hydrogen can not only replace fossil fuels, but it also allows longer term storage of clean energy such as cyclic wind power. Due to the acquisition, new business opportunities will open up for Enersense Offshore Oy also in hydrogen projects, among others. If completed, the share transaction will enable utilisation of Megatuuli’s expertise on project development also on offshore wind power projects with Enersense Offshore.

The two Corporate Transactions and their completion are separate from each other. The key terms and expected completion schedules for both Corporate Transactions are described in separate stock exchange releases.

The completion of Megatuuli’s share transaction is estimated to have an EUR 20-40 million impact on Enersense’ EBIT by the year 2025.

The completion of the Corporate Transactions will also have an impact on Enersense’s long-term numerical targets, which the company will update accordingly during the first quarter of 2022, provided that the Corporate Transactions are completed. In line with its strategy, the company is aiming to achieve EUR 300 million in turnover organically and a profitability (EBITDA) of 10% by 2025 (company releases dated 30 September 2020 and 25 February 2021). The company is also aiming to increase the proportion of low-emission and zero-emission energy projects from 50% to 75% of its turnover by 2025.

Enersense’s strategy:

Enersense’s core strategy is to be a provider of zero-emission energy solutions and an enabler of a zero-emission society through profitable business operations. Enersense’s strategy supports the ongoing energy transition in society, whereby energy production will increasingly be based on renewable energy sources, with end users being more aware of the impacts of energy production on the environment and society.

The company is committed to implementing its growth strategy, with a focus on profitability. In addition to organic growth, the company is seeking growth through acquisitions. The main criteria for potential acquisitions include acquiring new technologies or special expertise and further strengthening strategic priorities. Enersense will also consider inorganic international growth to strengthen its market position in certain target countries or expand into new geographical areas.

Enersense in brief:

Enersense acquires Megatuuli Oy, an onshore wind farm developer

Enersense International Plc
Insider information, 20 December 2021 at 7:45 a.m.

Enersense International Plc (“Enersense”), a provider of zero-emission energy solutions, has signed an agreement on acquiring Megatuuli Oy (“Megatuuli”), an onshore wind farm developer company. The total purchase price to be paid in the share transaction (“Share Transaction”) is EUR 18.5 million. The purchase price will be paid in full by means of new Enersense shares to be issued.

With the acquisition of Megatuuli, Enersense will continue to expand its role in the value chain for renewable energy production projects. Upon completion of the Share Transaction, Enersense will become a developer of onshore wind power projects. Megatuuli and its partners have projects in progress or in the feasibility study phase in different parts of Finland, with a total capacity of around 3,000 MW.

Jussi Holopainen, CEO, Enersense International Plc:

“Megatuuli complements and supports Enersense’s strong selection of services, making us a more broad-based partner for implementing zero-emission energy solutions. Upon completion of the Share Transaction, we will begin to develop wind farms in cooperation with Megatuuli’s partners and will participate in their construction and possibly in their contracting. We will also seek to partly serve as owners of wind farms and produce zero-emission energy. Fingrid forecasts that the production of onshore wind power will grow in Finland from around 2,000 MW in 2020 to more than 14,000 MW by 2030. Megatuuli’s and its partners’ project development portfolio corresponds to approximately 20 per cent of the amount of wind power capacity in Finland in 2030 as estimated by Fingrid. Megatuuli aims to develop and build 1,000 MW of wind power by 2025 in cooperation with its project development partners. If completed, the Share Transaction will enable utilisation of Megatuuli’s expertise on project development also on offshore wind power projects.”

The number of new Enersense shares to be issued to the sellers as consideration will be determined five business days before the completion of the Share Transaction based on the 25-day volume-weighted average price of the Enersense share on the Nasdaq Helsinki. The maximum number of new shares is limited to 2,675,000 shares (19.9 per cent of the current number of shares in Enersense). If the maximum number of shares is not sufficient to cover the full amount of the purchase price, the sellers are entitled to require that the difference be settled in cash.

The Share Transaction is conditional on, among other things:

-the Extraordinary General Meeting of Enersense, convened to be held on 11 January 2022, deciding to change the Articles of Association of Enersense and authorising Enersense’s Board of Directors to decide on a directed share issue related to the Share Transaction and related security arrangement;

-certain of Megatuuli’s project development partners issuing a waiver in relation to the change of control terms included in the agreements between Megatuuli and these parties in connection with the Share Transaction, as well as on renegotiating the duration and certain terms and conditions of the cooperation agreement with Megatuuli’s key project development partner;

– Megatuuli’s Articles of Association being amended to create a series of non-voting shares and Enersense and the current shareholders of Megatuuli having negotiated a shareholder agreement concerning Megatuuli; and

– certain other customary terms and preconditions.

The transaction is expected to be completed, subject to the fulfilment of the conditions precedent, during January 2022.

The new Enersense shares given as consideration to the sellers are subject to a lock-up restriction and security arrangement. The new shares in Enersense will be submitted for trading approval on the Nasdaq Helsinki after the Share Transaction is completed.

If the Share Transaction is completed, the current shareholders of Megatuuli will remain the owners of Megatuuli’s new series of non-voting shares. The series of non-voting shares will entitle these shareholders to dividends based on the sales revenues of certain future projects. These non-voting shares in Megatuuli will not entitle their holders to other distribution of profit, nor will they, subject to certain exceptions, provide their holders with other rights related to Megatuuli.

Subject to the completion of the Share Transaction, Enersense’s business operations in the wind power sector will expand from wind farm design and construction services to also cover onshore wind power project development carried out by Megatuuli in cooperation with its partners. Value chain expansion is expected to even out the profitability and cash flow risks arising from cyclicality and fluctuations in demand in project construction in Enersense’s current business operations. In addition, participation in wind power development is expected to provide Enersense with an advantage in construction and maintenance services related to wind farms.

Project development operations are very long-term by nature, and their most typical risks and uncertainties include the approvability of projects, as well as complaints related to statutory land use planning processes and permit procedures in particular, which may delay or prevent the implementation of development projects. Megatuuli’s operations also focus on early-stage development work in wind power projects, and the implementation of development projects depends on certain key partners and the continuity of contracts with these partners, which requires, for example, that Megatuuli is able to comply with the obligations included in such contracts.

Megatuuli in brief

Established in 2010, Megatuuli is a Finnish developer of onshore wind power projects. Its operations focus on early-stage development work in wind power projects. Megatuuli develops onshore wind power projects in cooperation with its partners. Megatuuli and its partners have projects in progress or in the feasibility study phase in different parts of Finland, with a total capacity of around 3,000 MW. Seven wind power projects have been developed and built or are under construction by Megatuuli and its partners, consisting of 41 wind power plants. The total investment value of these projects is around EUR 250 million. Tyrinselkä, the first project that progressed to the construction phase, has been producing wind power since 2016 and was after its commissioning the wind farm with the best capacity factor.

Megatuuli’s turnover for the financial year that ended in 2021 (1 April 2020 to 31 March 2021) was EUR 0.5 million (EUR 0.5 million for the financial year that ended in 2020). The company’s EBITDA was around EUR 3.5 million in the financial year that ended in 2021 (EUR 0.2 million in the financial year that ended in 2020), and its balance sheet stood at around EUR 0.7 million at the close of the financial year that ended in 2021 (EUR 1.1 million in 2020). The company has nine employees.

Terms and conditions of the Share Transaction in brief

Subject to the completion of the Share Transaction, Enersense will pay EUR 18.5 million as the purchase price to Megatuuli’s current owners. The purchase price will be paid in full in new shares in Enersense by means of a share issue against payment directed to Megatuuli’s current shareholders (“Directed Share Issue”).

The number of new shares to be issued through the Directed Share Issue will be determined five business days before the completion of the Share Transaction based on the 25-day volume-weighted average price of the Enersense share on the Nasdaq Helsinki (the period beginning 30 days before the completion of the Share Transaction and ending 5 days before the completion of the Share Transaction). The transaction is expected to be completed during January 2022. The total number of new shares to be issued through the Directed Share Issue is always limited to a maximum of 2,675,000 shares (19.9% of the current number of shares in Enersense), meaning that the total number of shares in Enersense will increase to a maximum of 16,072,729 shares if the Directed Share Issue is completed. If the maximum number of shares is not sufficient to cover the full amount of the purchase price, the sellers are entitled to require that the difference be settled in cash.

Subject to the completion of the Share Transaction, the current shareholders of Megatuuli will own the shares in a new series of non-voting Megatuuli shares to be established. The non-voting shares will entitle their holders to dividends based on sales revenues from certain wind farms under development by Megatuuli and its partners. These minority shareholders will have no other rights to Megatuuli’s distribution of profit, nor will they have, subject to certain exceptions, any other rights related to Megatuuli. If the Share Transaction is completed, Enersense and the current shareholders of Megatuuli will enter into a shareholder agreement concerning Megatuuli, and the Articles of Association of Megatuuli will be amended to create the new share series. The current shareholders’ holding in Megatuuli will expire once Megatuuli has paid them the agreed dividends based on revenues from wind farms under development.

The Share Transaction is conditional on the Extraordinary General Meeting of Enersense, convened to be held on 11 January 2022, deciding to change the Articles of Association of Enersense and authorising Enersense’s Board of Directors to decide on a directed share issue concerning the issue of shares to be given as the consideration, as well as granting the authorisations related to the security arrangement included in the Share Transaction. The notice of the Extraordinary General Meeting will be published by means of a separate stock exchange release and on the Enersense website at www.enersense.com/investors.

The Share Transaction is also conditional on certain of Megatuuli’s project development partners waiving their rights to the change of control terms included in the agreements between Megatuuli and these parties in connection with the Share Transaction, as well as on renegotiating the duration and certain terms and conditions of the cooperation agreement with Megatuuli’s key project development partner. The negotiations on the aforesaid contract amendments have been initiated between Megatuuli, Enersense and the said project development partner. In addition, the Share Transaction is conditional on amending the Articles of Association of Megatuuli to create a new series of non-voting shares for minority shareholders and on negotiating the related shareholder agreement, as well as on certain other customary terms and preconditions.

Subject to the completion of the Share Transaction, Megatuuli’s total of 13 owners will become new shareholders in Enersense. The total share of Megatuuli’s largest owners (LOE Invest Oy, Mapps Global Invest Oy, Blin Ab and Summer Island Oy) of the new shares given by Enersense as the consideration is around 72,57 per cent.

In connection with the Share Transaction, Megatuuli’s shareholders will agree, subject to certain terms specified in more detail in the contract of sale, to comply with the lock-up restrictions and security arrangement concerning the new shares in Enersense that they receive through the Directed Share Issue. The lock-up and security restrictions will concern 50% of the shares provided as consideration to Megatuuli’s shareholders, and the restriction will be lifted 24 months after the completion of the Share Transaction.

The Share Transaction, if completed, will have no impact on Enersense’s financial guidance for 2021. Subject to the completion of the Share Transaction, it is expected to improve Enersense’s financial position in 2022 and the company’s performance over the long term. The revenues from certain wind farms under development by Megatuuli which are the subject of the series of non-voting Megatuuli shares, are expected, subject to the completion of the Share Transaction, to have an EUR 20-40 million impact on Enersense’ EBIT by the year 2025. In terms of distributable net profit, Enersense’s share of the said amount is expected to be around one third and the share of the non-voting shares held by the sellers around two thirds. The first projects are expected to provide revenues during 2022. For other projects, which are expected to provide revenues from 2024 onwards, Enersense’s share of net profit is 100 per cent.

If the Share Transaction is completed, it will have an impact on Enersense’s long-term numerical targets, which the company will update accordingly during the first quarter of 2022. Megatuuli will, subject to completion of the Share Transaction, be reported as part of Enersense’s Power segment.

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, 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 timeframe described in this release, or at all.

Enersense in brief:

Enersense’s Jaakko Eskola elected as the Chair of the Board of Directors of Varma

Enersense International Plc
Press release 15 December 2021 at 15:30 p.m.

Jaakko Eskola, Chair of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has been elected Chair of the Board of Directors of Varma from the beginning of next year. Varma provides pension insurance for work carried out in Finland. Eskola has previously served as vice chairman of Varma’s Board of Directors.

In November, Eskola was elected Chair of the Board of Technology Industries of Finland for 2022. In addition, he is a member of the Board of Directors of Cargotec Oyj and Chair of the Board of Directors of Neles Oyj and Suominen Oyj. Eskola worked as Wärtsilä’s CEO from 2015 to 2021.

Enersense in brief: 

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. 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 has signed a follow-up agreement regarding the maintenance of Enefit Connect’s electricity networks in Estonia

Enersense International Plc
Press release, 9 December 2021 at 10:30 a.m.

An Estonian subsidiary of Enersense International Plc, a creator of zero-emission energy solutions, Empower AS, which operates in the business area of International Operations, has signed a follow-up agreement with the Estonian network operator, Enefit Connect, regarding the maintenance of electricity networks. The agreement includes the maintenance of electricity distribution networks, troubleshooting and connecting solar parks in West Virumaa in Estonia to the electricity distribution network.

The work completed under the contract employs an estimated 30 people in total. The work will begin in January 2022 and will be carried out in cooperation with Arendus & Haldus OÜ, an Estonian company specialising in electrical installations. The total value of the contract is EUR 14.8 million, of which Enersense accounts for approximately EUR 7-8 million. The project is expected to be completed by the end of 2026.

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

Enersense in brief: 

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. 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 has agreed on an investment in and preferred supplier status with P2X Solutions Oy, Finland’s first green hydrogen production company

Enersense International Plc  
Insider information, 8 December 2021 at 11:30 a.m.

Enersense International Plc (“Enersense”), a creator of zero-emission energy solutions, has on 8 December 2021 signed an agreement on an equity investment of EUR 13–18 million in P2X Solutions Oy (“P2X”), a green hydrogen production company. Enersense will, subject to the completion of the investment, subscribe for new shares in P2X so that its holding in P2X will be around 16.3–22.5%. In connection with the investment, Enersense and P2X have agreed on a partnership arrangement in which, if certain preconditions related to pricing, quality level and certain other aspects are met, Enersense will have the status of the preferred supplier in the work to be carried out during the construction phase of Finland’s first green hydrogen production plant, which P2X will build in Harjavalta, as well as in maintenance and operation after the plant has been completed. The value of the cooperation is estimated at around EUR 7–8 million, which will mainly be spread over years 2022–2024, and will continue in terms of maintenance and operation. If the preconditions mentioned above are met, the preferred supplier status will also concern the other future projects of P2X, for which an agreement on partnership has been signed for three years. The parties will negotiate the terms and implementation of the cooperation in more detail during the spring of 2022.

The implementation of the investment and cooperation arrangement is conditional on significant support from the Ministry of Economic Affairs and Employment to P2X for the construction of the Harjavalta plant, as well as on certain other standard preconditions. In its application to the Ministry of Economic Affairs and Employment, P2X has applied in February 2021 for support of EUR 25 million. The closing of the investment agreement is expected take place by the end of January 2022.

Jussi Holopainen, CEO, Enersense International Plc: 

“Enersense’s holding in P2X will increase Enersense’s role in the value chain for zero-emission energy solutions. We strongly believe in P2X’s experienced management as well as the company’s concrete business plan for advancing the hydrogen economy. Hydrogen will become an important energy source in sectors not suitable for electrification. The European Union’s hydrogen strategy is related to opportunities to support the decarbonisation of industry, transport, electricity generation and buildings. The strategy aims to accelerate the development of clean hydrogen in Europe. Hydrogen is playing a significant role in creating a climate-neutral energy system by 2050: it can be used to replace fossil fuels and enable the longer-term storage of clean energy.”

P2X Solutions Oy in brief

P2X is a Finnish company established in October 2020. Its business operations are based on the production of green hydrogen – that is, hydrogen produced using renewable energy – and power-to-X technologies and processes that enable renewable electricity to be stored as synthetic fuels or converted into other compounds. 

P2X is planning to build Finland’s first green hydrogen production plant in Harjavalta. The plant will produce green hydrogen from renewable electricity for industrial and other needs. Its capacity will be 20 MW, and it will also produce oxygen and thermal energy as side streams for industry. The goal is to start construction in Harjavalta in the autumn of 2022, and commissioning is scheduled for the first half of 2024.

P2X is a company in the early stages of operation. Its first financial year will end on 31 December 2021, and no information about its turnover and balance sheet is available at this point. The business operations of P2X in 2021 are limited. According to P2X, its operations will grow significantly upon completion of the hydrogen production plant.

Terms and conditions of the investment in brief

The investment will be implemented through a directed share issue in which P2X issues new shares to Enersense and at least two other investors. Subject to the completion of the investment, the amount of Enersense’s investment will be EUR 13–18 million, and Enersense’s holding in P2X will be around 16.3–22.5% of the share capital of P2X. The exact amount of Enersense’s investment will be determined before its completion based on the number of other investors participating in the investment round, but will in any case be at least EUR 13 million (corresponding to a holding of around 16.3%) but no more than EUR 18 million (corresponding to a holding of around 22.5%).

The completion of the investment and cooperation arrangement is conditional on significant support from the Ministry of Economic Affairs and Employment to P2X for the construction of the Harjavalta plant, as well as on certain other standard preconditions. In its application to the Ministry of Economic Affairs and Employment, P2X has applied in February 2021 for support of EUR 25 million. In connection with the investment, the parties will enter into a standard shareholder agreement concerning P2X.

If the arrangement is executed, the investment will be paid in cash in three instalments by October 2022, and will be financed by means of Enersense’s cash assets. 

Related party transaction

The investment and cooperation arrangement will constitute a related party transaction for Enersense, as Herkko Plit, a member of Enersense’s Board of Directors, is one of the largest shareholders of P2X before the arrangement through his controlling company, 4HP Solutions Oy, and exercises joint control in P2X. Herkko Plit also serves as the CEO and a Board member of P2X. Enersense’s Board of Directors has estimated that the related party transaction is in line with the company’s interests and is subject to standard commercial terms. Herkko Plit has not been involved in processing the investment and cooperation arrangement or decision-making concerning the arrangement by Enersense’s Board of Directors. The related party transaction is supported by all Board members who are not in a related party relationship with P2X or the matter to be decided on.

The arrangement will, subject to its completion, have no impact on Enersense’s financial guidance for 2021.

Enersense in brief: 

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. 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 has signed an agreement on the construction of 330 kV LN531-LN447 electricity transmission line in Lithuania

Enersense International Plc
Press release, 3 December 2021 at 2:15 p.m.

Enersense UAB, Lithuanian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, and Empower AS, Estonian subsidiary of Enersense International Plc (both together referred below as to Enersense), have signed an agreement with a Lithuanian electricity transmission system operator Litgrid AB. The agreement provides for the construction of the 330 kV electricity transmission line LN531-LN447 in Lithuania by Enersense (hereinafter the Project).

Enersense has entered a co-operation with Lithuanian UAB Connecto Lietuva and the Estonian AS Connecto Eesti to implement the Project. The Project is delivered as turn-key and consists of preparations and planning, the dismantling of the existing electricity transmission line, and the construction of the new electricity transmission line with the length of 63 kilometers. The Project is expected to be completed by February 2025.

Margus Veensalu, EVP of Enersense’s International Operations segment, believes Enersense strong expertise is a key factor in the implementation of the Project.

“Enersense has decades of experience in building power lines, and we are also involved in a similar project in Estonia. It is great that our expertise is valued, and we get to carry out demanding projects and act as a responsible partner for our customers,” Veensalu says.

The modernization of the electricity transmission lines between LN531-LN447 is a key part of a larger undertaking, in which Baltic electricity systems will be connected to the Continental European Synchronous Area (CESA).

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

The name of Pori Offshore Constructions Oy will be changed to Enersense Offshore Oy

Enersense International Plc
Press release, 1 December 2021 at 11:00 a.m.

Enersense, which acquired the entire share capital of Pori Offshore Constructions Oy on 4 October, will standardise the legal names of its companies starting on 1 December in Finland as part of the integration and brand renewal of the company.

Due to the change Pori Offshore Constructions Oy’s name will change to Enersense Offshore Oy.

”We believe that the Mäntyluoto shipyard is well positioned to develop and take a major role in offshore wind power and industry projects both domestically and abroad as part of our joint Enersense brand”, states Enersense’s CEO Jussi Holopainen.

At the same time Enersense Group’s old company names starting with Empower will be changed to start with Enersense. The name change will not have an effect on the companies’ business identity codes, they will remain the same.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,000 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense has been chosen as the main contractor for Fingrid’s Arkkukallio substation project

Enersense International Plc
Press release 17 November 2021 at 1:30 p.m.

The new Arkkukallio 400/110 kV substation, which will be built on the west coast near Kristiinankaupunki, will enable new wind farms planned for the surrounding area to be connected to the grid with a connection capacity of up to 1,000 MW. The project will employ Enersense for approximately two years, and preparations for it will begin immediately. The value of the contract agreement is approximately 14 million euros.

“The Arkkukallio substation is a significant wind power connection point. The substation is part of the Coastal Line from Turku to Keminmaa. The Coastal Line is a power line that contributes to ensuring that Finland remains one electricity price area. Wind-generated electricity is transferred through the power line to areas of high electricity demand in southern Finland,” says Timo Kiiveri, Director of Asset Management at Fingrid Plc.

The Arkkukallio substation will be the second substation contract of this scale for Enersense within a year.
“The project is a great continuation of our portfolio of demanding 400 kV substation deliveries and strengthens our position to play an important role in implementing zero-emission solutions on the road to a carbon-neutral, environmentally friendly society,” says Antti Keskinen, Vice President of Power’s substation business.

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

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

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

Enersense International Plc
Stock exchange release 15 November 2021 at 16:15 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Verman Group Oy. According to the notification, the shareholding of Verman Group Oy in Enersense International Plc has exceeded 10% of all shares and voting rights in Enersense International Plc on 12 November 2021. According to the notification, the company holds a total of 1,342,634 shares in Enersense International Plc, which corresponds to 10.021% of all shares and voting rights in Enersense International Plc.

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

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	10.021%	–	10.021%	13,397,729
Position announced in the previous flagging notification (if applicable)	9.617%		9.617%

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

A: Shares and voting rights
Class/type of sharesISIN code (if possible)	Number of shares and voting rights		% of shares and voting rights
	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)
FI4000301585	1,342,634	–	10.021%	–
A TOTAL	1,342,634		10.021%

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

Name	% of shares and voting rights	% of shares and voting rights through financial instruments	Total shares, voting rights and financial instruments
Verman Group Oy	10.021%	–	10.021%

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense’s Jaakko Eskola elected as the chair of Technology Industries of Finland

Enersense International Plc
Press release 11 November 2021 at 6:00 p.m.

Jaakko Eskola, Chair of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has been elected Chair of the Board of Technology Industries of Finland for 2022.

“I find the added value created through sustainable development very important and I am happy to advance it with the member companies. I am interested in all the technological opportunities that we, as an industry, can deliver globally to customers, the environment, and the ecosystem as a whole,” says Eskola.

Eskola has been a member of the Technology Industries of Finland’s Board from 2014 to 2020. In addition, he is a member of the Board of Directors of Cargotec Oyj and Chair of the Board of Directors of Neles Oyj and Suominen Oyj. Eskola worked as Wärtsilä’s CEO from 2015 to 2021.

The Technology Industries of Finland is a lobbying organisation for industry and labour market that promotes the competitiveness and operational preconditions of Finland’s key export sector. There are approximately 1,600 member companies in the Technology Industries of Finland and the organisation is committed to Finland’s carbon neutrality target in 2035.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

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

Enersense International Plc
Stock exchange release 9 November 2021 at 5:45 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Janne Vertanen. According to the notification, the shareholding of Janne Vertanen and entities controlled by him, in Enersense International Plc has exceeded 10% of all shares in Enersense International Plc on 8 November 2021. According to the notification, Janne Vertanen and entities controlled by him hold a total of 1,344,425 shares in Enersense International Plc, which corresponds to 10.035% of all shares and voting rights in Enersense International Plc.

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

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	10.035%	–	10.035%	13,397,729
Position announced in the previous flagging notification (if applicable)	9.818%		9.818%

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	26,916	1,317,509	0.201%	9.834%
A TOTAL	1,344,425		10.035%

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

Name	% of shares and voting rights	% of shares and voting rights through financial instruments	Total shares, voting rights and financial instruments
Verman Group Oy	9.834%	–	9.834%
Janne Vertanen	0.201%	–	0.201%

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense International Plc´s financial reporting and Annual General Meeting in 2022

Enersense International Plc
Stock Exchange Release 2 November 2021 at 1:30 p.m.

Enersense International Plc´s Financial Statements Bulletin for the year 2021 will be published on 28 February 2022. Enersense’s Financial Statements and Operating and Financial Review for 2021 will be published during week 10.

In addition, Enersense will publish two Business Reviews and a Half-year Financial Report in 2022:

January-March on 29 April 2022
January-June on 4 August 2022
January-September 28 October 2022

Enersense International Plc´s Annual General Meeting 2022 in planned to be held on 4 April 2022. Enersense’s Board of Directors will summon the Annual General Meeting at a later date. Possible request from a shareholder to have a matter dealt with by the Annual General Meeting shall be submitted in writing no later than 15 February 2022 to Enersense International Plc/Legal, Konepajanranta 2, 28100 Pori or by e-mail to yhtiokokous@enersense.com.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense International Plc’s January-September 2021 Business Review: Guidance remains unchanged – operations are progressing in line with the strategy

Enersense International Plc
Stock Exchange Release 2 November 2021 at 12:45 p.m.

This release is a summary of Enersense International Plc’s January-September 2021 Business Review. The complete report is attached to this release as a pdf file. It is also available on the company’s website at www.enersense.com/investors.

July-September 2021

• Turnover EUR 58.3 million (48.2), +21.0% year-on-year

• EBITDA EUR 2.9 million (4.6), EBITDA margin 5.1% (9.6)

• Operating profit EUR 0.4 million (2.8), profit margin 0.7% (5.8)

• Order backlog EUR 272.0 million at the end of the third quarter (30 September 2020: 160.0 million)

• Adjusted EBITDA EUR 4.4 million (4.9), or 7.5% (10.3) of turnover

• Adjusted operating profit EUR 2.6 million (3.5), or 4.5% (7.2) of turnover

• The figures concerning the business operations that were transferred to Enersense through

the Empower acquisition are included in the Group’s figures from August 2020.

January-September 2021

• Turnover EUR 173.2 million (79.4), +118.1% year-on-year

• EBITDA EUR 10.5 million (6.0), EBITDA margin 6.0% (7.6)

• Operating profit EUR 2.8 million (3.6), profit margin 1.6% (4.5)

• Adjusted EBITDA EUR 11.7 million (6.3), or 6.8% (8.0) of turnover

• Adjusted operating profit EUR 6.1 million (4.3), or 3.5% (5.4) of turnover

• Earnings per share EUR 0.07 (0.32)

• Total number of shares 13,397,729 (30 September 2021)

• The figures concerning the business operations that were transferred to Enersense through

the Empower acquisition are included in the Group’s figures from August 2020.

Key indicators

	7–9 / 2021	7–9 / 2020	1–9 / 2021	1–9 / 2020	1–12 / 2020
Turnover (EUR 1,000)	58,271	48,168	173,200	79,407	147,460
EBITDA (EUR 1,000)	2,948	4,619	10,451	6,024	9,775
EBITDA, %	5.1	9.6	6.0	7.6	6.5
Adjusted EBITDA (EUR 1,000) *⁾	4,353	4,938	11,734	6,342	11,510
Adjusted EBITDA, % *⁾	7.5	10.3	6.8	8.0	7.8
Operating profit (1,000 EUR)	388	2,788	2,787	3,568	4,780
Operating profit, %	0.7	5.8	1.6	4.5	3.2
Adjusted operating profit (EUR 1,000) *⁾	2,600	3,489	6,138	4,269	7,474
Adjusted operating profit, % *⁾	4.5	7.2	3.5	5.4	5.1
Result for the period (EUR 1,000)	33	2,185	624	2,487	2,379
Equity ratio, %	37.0	16.6	37.0	16.6	15.7
Gearing, %	-4.7	106.1	-4.7	106.1	52.3
Return on equity, %	0.1	16.9	1.9	19.4	19.3
Earnings per share, EUR	0.01	0.22	0.07	0.32	0.27
* Reconciliation of adjusted key indicators: Note 11 The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020.

Jussi Holopainen, CEO

“In line with our growth strategy, we are seeking growth both organically and inorganically, and we succeeded in both in the review period. The Empower integration has progressed as planned, and our joint operations have developed in accordance with the goals in all areas.

In 2021, our performance and turnover are distributed more evenly between the second, third and fourth quarters. This is due to the cyclical nature of our project business: project start-ups and progress affect how turnover and profit are distributed between the quarters. Our full-year guidance remains unchanged: turnover EUR 215–245 million, adjusted EBITDA EUR 17–20 million, and the adjusted operating profit EUR 8–11 million.

Our order backlog has increased considerably during the year. Our order backlog stood at EUR 272 million at the end of September, compared with EUR 160 million at the end of September 2020. Our order backlog has increased by 70%.

After a quiet July, the results of our segments developed moderately during the review period. The increase in the Smart Industry segment’s quotation base indicates a continued good demand. In the Power segment, the order backlog decreased year-on-year. We have maintained our profitability target, and the Power segment’s EBITDA has improved by around 500% compared with the third quarter of 2020. In the Connectivity segment, demand is slightly lower than in the previous year. The International Operations segment’s turnover increased from the first half of the year, which was due to a good order backlog and seasonal fluctuations in the Baltic countries.

Following our transfer to the main list of the Nasdaq Helsinki, we have continued to implement our growth strategy. At the beginning of October, we acquired the share capital of Pori Offshore Constructions Ltd, a company specialising in offshore wind power. At the same time, Enersense moved up in the value chain for renewable energy production projects, from installation services to comprehensive deliveries. Pori Offshore Constructions has significant expertise in project implementation related to offshore wind power, which provides Enersense with an entirely new business opportunity. Investments of nearly EUR 800 billion are needed for the implementation of the EU strategy on offshore renewable energy by 2050.

The completed acquisitions and plans for inorganic growth in line with our strategy require a great deal from our organisation in terms of up-to-date, consistent and scalable systems, for example. We started an extensive ERP renewal project during the third quarter.

Highly competent and enthusiastic employees play a key role in our company’s success and development opportunities. During the third quarter, two new members joined our Group Executive Team to further strengthen our expertise. Mikko Jaskari started as Chief Financial Officer of Enersense on 2 August 2021, and Hanna Reijonen as SVP, HR, on 6 September 2021. Anna Lindén, EVP, Connectivity, left the company in August, and Juha Silvola, EVP, Power, is serving as Interim EVP, Connectivity, in an acting capacity.

The energy transition and zero-emission energy solutions are progressing rapidly on many fronts in Finland and globally. This provides Enersense with plenty of opportunities now and in the future, thanks to our broad range of services.”

Pori 2 November 2021
Enersense International Plc
Board of Directors

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

enersense_liiketoimintakatsaus_q3_2021_EN

Enersense has won Fingrid’s tendering regarding the renewal of Luukkala substation

Enersense International Plc
Press release 28 October 2021 at 1:00 p.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering regarding the renewal of Luukkala substation. The value of the contract agreement is approximately 6 million euros, and the project is scheduled to be handed over to the customer at the end of 2023.

Luukkala substation is located in South Karelia, where it strengthens the connections of the national grid and the transmission of electricity in the Lappeenranta region among others. In the project, the outdoor switchgear at the 110 kV substation in Luukkala will be converted into an indoor switchgear, utilising the SF6-free gas-insulated GIS equipment.

”We want to act as a pioneer in utilising environmentally friendly technology. New innovations allow us to phase out the use of SF6 insulation gas, which is harmful for the climate, in conjunction with substation renewals. We are already utilising SF6-free technology in many of our projects and our ambitious goal is for all the new 110 kV GIS instruments to represent new, environmentally friendly insulation technology from 2025 onwards,” notes Timo Kiiveri, Head of Asset Management at Fingrid.

The project is important for Enersense because it utilises the SF6-free gas-insulated GIS switchgear. “Enersense’s strategy is to play a major role in implementing zero-emission projects on the way towards a carbon-neutral, environmentally friendly society. It is great to be able to implement this project, which at the same time enables us to learn and apply new substation technology in practice. The project represents to us an opening move for substations with GIS technology and enables providing similar environmentally friendly solutions for the rest of the customer base,” says Antti Keskinen, Vice President of Power’s substation business.

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

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense has been chosen as a contractor to construct a pontoon for the port of HaminaKotka

Enersense International Plc
Press release, 25 October 2021 at 3:45 p.m.

Pori Offshore Constructions Ltd, which operates in the Smart Industry business area of Enersense International Plc, a provider of zero-emission energy solutions, has signed an agreement with HaminaKotka Satama Oy on the construction of a pontoon. The pontoon will be constructed at Enersense’s site in Mäntyluoto, Pori.

The project will be carried out as a lump-sum contract, and it consists of the construction of a pontoon weighing approximately 610 tonnes and a ramp weighing approximately 200 tonnes. The pontoon is specifically designed for loading and unloading operations of ro-ro vessels as an extension for the existing pier. A ro-ro (roll-on/roll-off) vessel refers to a ship on which the loading takes place by rolling from the side, stern or bow of the vessel and no crane is required to load it.

HaminaKotka Satama Oy invests in and develops the possibilities for the ro-ro terminal to increase capacity and to create conditions for the port’s customers and operators to receive even larger vessels and flows of goods also in the future. The design of the ramp has taken into account the needs of the shipping companies and the port operator, as well as their views on vessels and cargo handling in the near future.

At its peak, the workforce required for the project will be around 80 to 90 people. Employees currently laid off at Pori Offshore Constructions Ltd will be invited back to work as the project progresses. The value of the transaction is significant compared to Pori Offshore Constructions’ current turnover. The project begins immediately, and the pontoon is scheduled to be completed in the summer 2022.

Through a transaction completed on 4 October 2021 Enersense International Plc acquired the entire share capital of Pori Offshore Constructions Ltd. The agreement signed now with HaminaKotka Satama Oy is Pori Offshore Construction’s first agreement as part of Enersense.

Briefly about the companies:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

HaminaKotka is the biggest export, transit and universal port in Finland, which invests strongly in future growth. Development projects are large and have long-term impact. The role of ports in promoting Finland’s competitiveness is central. In this context, the port of HaminaKotka provides a unique operating environment, where land and sea transport are connected, for industries linked to ports and the flow of goods from the Finnish industry. Further information can be found at www.haminakotka.com.

Enersense updates its disclosure policy

Enersense International Plc
Stock Exchange Release, 4 October 2021 at 6:00 p.m.

The Board of Directors of Enersense International Plc has on 4 October 2021 approved an updated disclosure policy which sets out the principles and procedures applied by Enersense International Plc in relation to the communication with capital market representatives and the media.

The key change in the disclosure policy concerns the disclosure of customer orders and contracts through a stock exchange release. Previously the company has not specified in the disclosure policy a threshold for customer orders and contracts, which, when exceeded, is deemed to constitute disclosure obligation for the company in relation to such customer order or contract. From now on, the company publishes new customer orders and contracts as insider information through a stock exchange release when the expected value of the customer order or contract exceeds ten per cent (10%) of Enersense group’s preceding financial year’s turnover or when the company deems the customer order or contract to be otherwise material or strategically significant. The evaluation of the materiality of the customer orders and contracts may be proportioned to the pro forma revenue published for the preceding financial year and prepared due to, for example, corporate transaction (such as the acquisition of the Empower group in 2020), if appropriate at the time of evaluation and taking into account the size of the business operations.

The change in the disclosure policy will enter into force immediately. The updated disclosure policy is attached to this stock exchange release and available on the company’s website.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Disclosure policy

Enersense acquires the share capital of Pori Offshore Constructions Ltd, a company specialising in offshore wind power

Enersense International Plc
Insider information 4 October 2021 at 13.00 p.m.

Through a transaction completed on 4 October 2021, Enersense Works Ltd, a subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, has acquired the entire share capital of Pori Offshore Constructions Ltd. Enersense Works belongs to the Smart Industry segment of Enersense group.

The business operations of Pori Offshore Constructions Ltd, a Finnish company, are based on products related to offshore wind power and renewable energy. The company’s intellectual property rights and its expertise in implementing complex steel and high-pressure pipeline networks enable Enersense to move up in the value chain for renewable energy production projects, from installation services to comprehensive deliveries. The acquisition will also provide Enersense with new business opportunities in bioenergy, gas, hydrogen and hydropower projects, for example.

Pori Offshore Constructions Ltd has previously delivered the frame for the world’s first floating offshore wind power plant, as well as the world’s first offshore wind power plant pilot project for demanding icy conditions and later the foundations for an entire wind farm operating in icy conditions. The company is applying for a design right for a platform solution it has developed especially for the part of the Baltic Sea that freezes during the winter.

Jussi Holopainen, CEO, Enersense International Plc:

“The acquisition is part of the implementation of Enersense’s growth strategy. We are seeking growth both organically and through acquisitions. Pori Offshore Constructions has significant expertise in project implementation related to offshore wind power. This provides Enersense with a new business opportunity in developing zero-emission energy solutions in line with our strategy. We are investing in future market potential, expertise and technology. The Baltic Sea and the North Sea regions offer excellent conditions for producing offshore wind power. In accordance with the EU strategy on offshore renewable energy, the goal is to increase Europe’s offshore wind capacity from its current level of 12 GW to 300 GW by 2050. Investments of nearly EUR 800 million are needed to achieve this goal. Together, Pori Offshore Constructions and Enersense have good opportunities to respond to the rapidly growing demand for offshore renewable energy.”

Information about the acquisition:

The turnover of Pori Offshore Constructions Oy in 2020 was EUR 3.8 million (5.5 million in 2019). Its EBITDA in 2020 was around EUR 0.7 million (0.4 million in 2019), and its balance sheet in 2020 was around EUR 7.5 million (18.3 million in 2019). Pori Offshore Constructions Ltd’s quotation base is EUR 1.2 billion, mainly distributed over 2022–24. The company has 133 employees.

The basic purchase price of the share capital is EUR 1.0. In addition, potential additional purchase price will be paid based on the EBITDA of Pori Offshore Constructions Ltd for 2022–25 in accordance with the terms and conditions of the sale and purchase agreement. The additional purchase price is estimated to be less than EUR 0.5 million.

In connection with the transaction, Pori Offshore Constructions Ltd executed a sale and leaseback arrangement concerning its land area and buildings in Mäntyluoto in Pori. Through the arrangement, it sold the land area and buildings to Suisto Kiinteistöt Ltd, a company owned by the municipality of Pori, for EUR 8.0 million and entered into a five-year lease concerning these. The lease includes Pori Offshore Constructions Ltd’s option for a five-year extension period. The lease liability is around EUR 4.0 million for the five-year period. After the five-year term, the lease will continue until further notice. In connection with the transaction, the parties have agreed that Suisto Kiinteistöt will be responsible for the environmental liabilities related to the land area.

The purchase price and the additional purchase price will be paid in cash and will be financed by means of Enersense’s cash assets. The transaction does not affect Enersense’s 2021 financial guidance. Pori Offshore Constructions will be reported as part of Enersense’s Smart Industry segment.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 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 – Managers’ transactions – MBÅ Invest Oy

Enersense International Plc
Stock Exchange Release, 24 September 2021 at 13:00 p.m.

____________________________________________

Person subject to the notification requirement

Name: MBÅ Invest Oy

Position: Closely associated person

(X) Legal Person

(1): Person Discharging Managerial Responsibilities in the Issuer

Name: Petri Suokas

Position: Member of the Board/Deputy member

(2): Person Discharging Managerial Responsibilities in the Issuer

Name: Jussi Holopainen

Position: Chief Executive Officer

(3): Person Discharging Managerial Responsibilities in the Issuer

Name: Jaakko Leivo

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210922151304_2

____________________________________________

Transaction date: 2021-09-22

Outside a training venue

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: TERMINATION OF PLEDGE

Transaction details

(1): Volume: 1 846 154 Unit price: N/A

Aggregated transactions

(1): Volume: 1 846 154 Volume weighted average price: N/A

Enersense has won Fingrid’s tendering regarding the Pyhänselkä-Raahe power line

Enersense International Plc
Press release, 22 September 2021 at 11:00 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has won a contract in Fingrid’s public procurement tendering. The contract entails construction of six-kilometre 110 kV power line between Pyhänselkä and Raahe and alteration works implemented alongside the construction.

The project consists of preparations and planning, the dismantling of the existing power line, and the construction of a new power line as well as the alteration works included in the project. The project begins immediately and is expected to be completed in autumn 2022.

“The project located at Muhos strengthens the region’s grid and enables also the planned production of new wind power capacity to be connected to the grid”, says Ritva Laine from Fingrid Plc.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense International Plc – Managers’ transactions – MBÅ Invest Oy

Enersense International Plc
Stock Exchange Release 14 September 2021 at 2:30 p.m.

Person subject to the notification requirement

Name: MBÅ Invest Oy

Position: Closely associated person

(X) Legal Person

(1): Person Discharging Managerial Responsibilities in the Issuer

Name: Petri Suokas

Position: Member of the Board/Deputy member

(2): Person Discharging Managerial Responsibilities in the Issuer

Name: Jussi Holopainen

Position: Chief Executive Officer

(3): Person Discharging Managerial Responsibilities in the Issuer

Name: Jaakko Leivo

Position: Other senior manager

Issuer: Enersense International Plc

LEI: 743700XSMVPR48XIML56

Notification type: INITIAL NOTIFICATION

Reference number: 743700XSMVPR48XIML56_20210913204705_2

____________________________________________

Transaction date: 2021-09-13

Venue: NASDAQ HELSINKI LTD (XHEL)

Instrument type: SHARE

ISIN: FI4000301585

Nature of the transaction: DISPOSAL

Transaction details

(1): Volume: 500 000 Unit price: 9.10 EUR

Aggregated transactions

(1): Volume: 500 000 Volume weighted average price: 9.10 EUR

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

Enersense International Plc
Stock Exchange Release 14 September 2021 at 9.30 am

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from MBÅ Invest Oy. According to the notification, the shareholding of MBÅ Invest Oy in Enersense International Plc has fallen to 16.82% of all shares in Enersense International Plc on 13 September 2021. According to the notification, the company holds a total of 2 253 072 shares in Enersense International Plc, which corresponds to 16.82% of all shares and voting rights in Enersense International Plc.

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

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	16.82%	–	16.82%	13 397 729
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	2 253 072	–	16.82%	–
A TOTAL	2 253 072		16.82%

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
MBÅ Invest Oy	16.82%	–	16.82%

Enersense International Plc’s Shareholders’ Nomination Board

Enersense International Plc
Stock Exchange Release 6 September 2021 at 6:20 p.m.

Enersense International Plc’s Annual General Meeting decided on 19 March 2021 to establish a Shareholders’ Nomination Board. Each year, the Nomination Board prepares and presents to the Annual General Meeting and, if necessary, to the Extraordinary General Meeting proposals on the remuneration, number and members of the Board of Directors.

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

The following members have been appointed to Enersense International Plc’s Shareholders’ Nomination Board:

• Risto Takkala, MBÅ Invest Oy

• Alexander Ehrnrooth, Nidoco AB

• Kyösti Kakkonen, Joensuun Kauppa ja Kone Oy

The now appointed Nomination Board will forward its proposals for the 2022 Annual General Meeting to the Board of Directors by 31 January 2022.

Hanna Reijonen appointed as Enersense’s Senior Vice President, Human Resources

Enersense International Plc
Stock Exchange Release 31 August 2021 at 2:00 p.m.

Hanna Reijonen, 48, has been appointed as Enersense International Plc’s new Senior Vice President, Human Resources (HR), and a member of the Group Executive Team starting from 6 September 2021.

Reijonen has previously served as a Senior Vice President, HR of Posti Group Plc in 2018-2021. Reijonen has also worked as a Head of HR at Tieto Finland as well as in different HR management positions at Ericsson and Accenture. Reijonen has a master’s degree in Economics and Business Administration.

“I am pleased to have Hanna Reijonen’s extensive expertise at the use of our company. Enthusiastic and competent staff are at the core of what we do, and I believe that Hanna and her team can best be responsible for developing our culture, personnel wellbeing and capabilities as part of the ongoing energy and digital revolution,” says CEO Jussi Holopainen.

“Enersense is clearly on a roll and a lot of interesting things are happening. I look forward to getting to know my new colleagues in more detail and supporting Enersense’s strong growth journey as a provider of zero-emission energy solutions,” Reijonen says.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Changes in Enersense’s Board of Directors and Committees

Enersense International Plc
Stock Exchange Release 31 August 2021 at 1:00 p.m.

The Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has today elected Sirpa-Helena Sormunen as the new Vice Chairman of the Board of Directors. In addition, Päivi Jokinen was elected as a new member of the Audit Committee of the Board of Directors and Jaakko Eskola as a new member of the Remuneration Committee of the Board of Directors.

Enersense announced on 30 August 2021 that Markku Kankaala, member of the Board of Directors and Vice Chairman, has announced his resignation from the Board of Directors on 30 August 2021. At the same time, Kankaala also left the Audit and Remuneration Committees of the Board of Directors.

After the change, the members of the Audit Committee will be Sari Helander (Chairman), Petri Suokas and Päivi Jokinen. The members of the Remuneration Committee are Herkko Plit (Chairman), Sirpa-Helena Sormunen and Jaakko Eskola.

Change in the Board of Directors of Enersense International Plc

Enersense International Plc
Stock exchange release 30 August 2021 at 12:45 p.m.

Markku Kankaala, a member and vice chairman of the Board of Directors of Enersense International Plc, a provider of zero-emission energy solutions, has announced his resignation from the Board of Directors of the company on 30 August 2021. Kankaala also resigns from the audit and remuneration committees of the Board of Directors.

Following the resignation, the Board of Directors of Enersense International Plc consists of six members. The Board of Directors will convene without delay to elect new vice chairman and members to the audit and remuneration committees to replace Mr. Kankaala.

Enersense wishes to thank you Mr. Kankaala who has served in the Board since 2020 for his input in developing the company.

Change in the Group Executive Team of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 16 Augut 2021 at 10:00 a.m.

Anna Lindén, Executive Vice President, Connectivity, and a member of the Group Executive Team at Enersense International plc leaves her position in the company, based on her own request. Lindén will leave the company during September and intends to focus on board and interim management work in the future.

EVP, Power, Juha Silvola will take over the role as EVP, Connectivity, in an acting capacity going forward, in addition to his current role heading the Power division.

”I would like to thank Anna for the great work she has done for the company and wish her the best of success in her future challenges” says Enersense CEO Jussi Holopainen.

Enersense International Plc Half-year report 2021: Positive result and market

Enersense International Plc
Stock Exchange Release 13 August 2021 at 12 p.m.

This release is a summary of Enersense International Plc’s January-June 2021 Half-year Financial Report. The complete report is attached to this release as a pdf file. It is also available on the company’s website at www.enersense.com/investors.

April–June 2021

Turnover EUR 61.6 million (16.4), +275.2% year-on-year
EBITDA EUR 5.8 million (1.1), EBITDA margin 9.4% (6.4)
Operating profit EUR 3.0 million (0.7), profit margin 4.9% (4.4)
Order backlog EUR 301 million at the end of the second quarter of 2021 (319 million at the end the first quarter of 2021)
Adjusted EBITDA EUR 4.8 million (1.1), or 7.8% (6.4) of turnover
Adjusted operating profit EUR 2.8 million (0.7), or 4.5% (4.4) of turnover
The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020.

January–June 2021

Turnover EUR 114.9 million (31.2), +267.7% year-on-year
EBITDA EUR 7.5 million (1.4), EBITDA margin 6.5% (4.5)
Operating profit EUR 2.4 million (0.8), profit margin 2.1% (2.5)
Order backlog EUR 301 million at the end of the second quarter of 2021 (292 million at the end of 2020)
Adjusted EBITDA EUR 7.4 million (1.4), or 6.4% (4.5) of turnover
Adjusted operating profit EUR 3.5 million (0.8), or 3.1% (2.5) of turnover
Earnings per share EUR 0.06 (0.06)
Total number of shares 13,397,729 (30 June 2021)
Guidance for the 2021 financial period remains unchanged
The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020.

Key indicators

	4-6/2021	4-6/2020	1-6/2021	1-6/2020	1-12/2020
Turnover (EUR 1,000)	61,621	16,409	114,929	31,238	147,460
EBITDA (EUR 1,000)	5,822	1,055	7,504	1,405	9,775
EBITDA, %	9.4	6.4	6.5	4.5	6.5
Adjusted EBITDA (EUR 1,000)*	4,816	1,055	7,381	1,405	11,510
Adjusted EBITDA, %*	7.8	6.4	6.4	4.5	7.8
Operating profit (EUR 1,000)	3,017	717	2,399	780	4,780
Operating profit, %	4.9	4.4	2.1	2.5	3.2
Adjusted operating profit (EUR 1,000)*	2,754	717	3,538	780	7,474
Adjusted operating profit, %*	4.5	4.4	3.1	2.5	5.1
Result for the period (EUR 1,000)	1,922	338	591	302	2,379
Equity ratio, %	34.4	26.1	34.4	26.1	15.7
Gearing, %	-15.6	55.6	-15.6	55.6	52.3
Return on equity, %	5.0	4.7	1.8	4.2	19.3
Earnings per share EUR	0.16	0.06	0.06	0.06	0.27

 * Reconciliation of adjusted key indicators: Note 11

1) Items outside the ordinary course of business according to the management’s judgement that are related to mergers and acquisitions and/or

restructuring, as well as significant redundancy costs

2) Amortisation of customer relationships and order backlog

3) Gains on the sale of fixed assets

Managing director Jussi Holopainen:

“Our company’s profitability developed in the right direction during the first half of 2021, and the market outlook remains very positive. Our turnover increased to EUR 114.9 million (+267.7%), and our adjusted EBITDA to EUR 7.4 million (1.4), or 6.4% (4.5) of turnover. Our adjusted operating profit was EUR 3.5 million (0.8), or 3.1% (2.5) of turnover. (The figures concerning the business operations that were transferred to Enersense through the Empower acquisition are included in the Group’s figures from August 2020.)

Our order backlog stood at EUR 301 million at the end of June. Our segments’ order backlogs have developed in line with expectations, and the order backlog has remained at a good level during the first six months of the year.

The performance of the Smart Industry segment and the Power segment developed favourably during the review period. The project profitability of the Smart Industry segment was better than expected, which was reflected in its result. Demand in the Power segment continued to be strong, and the order backlog increased as expected. The Connectivity segment’s result decreased due to challenging weather conditions in fixed networks during the winter and spring, and in mobile networks during the winter, as well as the smaller size of fixed network projects. Challenging weather conditions also had a negative impact on the EBITDA of the International Operations segment in the review period. Winter is often challenging for us because of the weather conditions, and we expect our performance to develop favourably in the second half of the year.

We are optimising our business operations. In May, we signed an agreement on the sale of the entire share capital of Värväämö Oy, our subsidiary offering personnel services for the construction industry. Our company continues to have expertise in personnel services, as well as capacity for project resourcing and internal scaling. The resourcing unit operates as part of our Smart Industry segment.

In May, we announced that we had completed negotiations on refinancing our operations. We are pleased to have new partners to support the development and growth of our operations.

In May, we transferred from applying the Finnish Accounting Standards (FAS) to international IFRS reporting. In June, we were listed on the Nasdaq Helsinki. We successfully executed a directed share issue of 1,775,000 new shares, raising around EUR 16 million. I am very pleased with the outcome of the share issue, which supports our vision of being a creator of zero-emission energy solutions. The share issue in June was a good continuation of the directed share issue executed in March, through which we raised EUR 15 million and gained Nidoco AB as a significant shareholder.

It is our estimate that we have already achieved a large portion of the cost savings we were expecting to achieve after the integration of Enersense and Empower last summer. Our forecast was EUR 4–7 million. We have continued our work to promote a common corporate culture and implement our new strategy. The integration projects will continue in the current and next financial year.

I am pleased with the development of the merger between Enersense and Empower. At the time of the merger around a year ago, Empower was in a very challenging situation, and we have succeeded in turning the whole into a profitable Enersense Group.

The company is ready to take the next step. We are focusing on profitable growth and strategic investments centred on our core operations. Business arrangements are strongly in our focus.”

Pori 13 August 2021
Enersense International Plc
Board of Directors

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Half-year report January–June 2021, Enersense International Oyj

Mikko Jaskari appointed as Enersense’s Chief Financial Officer

Enersense International Plc
Stock Exchange Release 21 July 2021 at 11.30 a.m.

Enersense International Plc, a provider of zero-emission energy solutions, has appointed Mikko Jaskari (52) as the group’s Chief Financial Officer (CFO) and a member of the Group Executive Team starting from 2 August 2021. Jaskari is a Master of Science in Engineering.

Enersense’s current CFO Risto Takkala will support the company in the transition phase and will leave the company during autumn 2021.

Mikko Jaskari has acted in several managerial positions related to finance, for example at Honkarakenne Oyj and Telia Oyj. He has extensive experience working with growth companies, financial arrangements as well as mergers and acquisitions.

”I welcome Mikko Jaskari to Enersense. At the same time, I want to warmly thank Risto Takkala, whose two-year project as the group’s CFO is coming to an end. During his time the company grew, internationalised, and was listed at Nasdaq Helsinki. We are very glad that Risto supports the company in the background during the transition phase once Mikko starts in August”, says Enersense’s CEO Jussi Holopainen.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Mikko Jaskari

Enersense has been chosen as the main contractor of the Soidinmäki wind farm

Enersense International Plc
Press Release 16 July 2021 at 10.00 a.m.

A subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, Empower PN Oy, which operates in the business area of Power, has signed an agreement with Tuulivoimayhtiö Pohjoistuuli Oy group for construction of a wind farm in Soidinmäki, Saarijärvi.

The wind farm in Soidinmäki consists of seven power plants and the construction begins in August 2021. The project will be completed by the end of 2022 according to plans. Enersense will provide construction of the wind farm’s roads and platforms, foundations, internal network as well as a substation as a turnkey delivery.

The companies have also agreed on long-term operation and maintenance services of the internal network and substation while the wind farm is operational.

”We already have good experiences of Enersense’s deliveries with two other wind farm projects which carried weight in the selection of a contractor”, says Markku Kortteisto, Board member of Tuulivoimayhtiö Pohjoistuuli Oy.

“The wind farm of Soidinmäki is an important project and reference for us on the growing wind power market, and we get to utilize our comprehensive expertise in the implementation of this project”, comments Juha Silvola, EVP, Power.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense has signed an agreement on the modernisation of Valmiera-Tartu and Valmiera-Tsirguliina power lines

Enersense International Plc
Press release, 15 July 2021 at 4.00 p.m.

Empower SIA, Latvian subsidiary of Enersense International Plc, a provider of zero-emission energy solutions, in which Enersense has 59 per cent ownership, has signed an agreement with a Latvian power grid company AS Augstsprieguma tikls on the modernisation of the 330 kV power lines between Valmiera (Latvia) – Tartu (Estonia) and Valmiera – Tsirguliina (Estonia).

Empower SIA and Estonian Leonhard Weiss Oü, a provider of integrated grid planning, construction, and maintenance, will be jointly responsible for the implementation of the project. The project consists of preparations and planning, the dismantling of the existing power lines, and the construction of the new power lines. The project is expected to be completed by September 2024.

”It is great that our expertise is valued, and that we can implement demanding projects and act as a responsible partner for our customers”, delights Jussi Holopainen, CEO of Enersense.

The modernisation of the power lines between Valmiera-Tartu and Valmiera-Tsirguliina is a key part of a larger undertaking, in which Baltic electricity networks will be connected to networks in Continental Europe.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,200 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Enersense has completed the sale of the entire share capital of Värväämö Oy to Citywork – Mika Linnamäki will leave the Management Team

Enersense International Plc
Stock Exchange Release 30 June 2021 at 9.55 a.m.

Enersense International Plc, a provider of zero-emission energy solutions, has today completed the sale of the entire share capital of its subsidiary Värväämö Oy, which offers personnel services for the construction industry, to Citywork Oy. The sale was announced on 6 May 2021. As a result of the transaction, the Staff Leasing business area, part of Enersense’s Smart Industry segment, will be closed down and Mika Linnamäki, who led the business, will leave Enersense’s Management Team and the company.

“I warmly thank Mika and all the employees of Värväämö for their significant contribution to the company and wish them luck and success in new challenges,” says Enersense’s CEO Jussi Holopainen.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

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

Enersense International Plc
Stock exchange release 24 June 2021 at 4.20 p.m.

Enersense International Plc has received a notification under chapter 9, section 5 of the Securities Markets Act from Verman Group Oy. According to the notification, the shareholding of Verman Group Oy in Enersense International Plc has fallen below 10 % of all shares in Enersense International Plc on 22 June 2021. According to the notification, the company holds a total of 1 288 461 shares in Enersense International Plc, which corresponds to 9.617 % of all shares and voting rights in Enersense International Plc.

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

	% of shares and voting rights	% of shares and voting rights through financial instruments	Total %	Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached	9.617 %	–	9.617 %	13 397 729
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
Class/type of sharesISIN code (if possible)	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)	Direct(SMA 9:5)	Indirect(SMA 9:6 and 9:7)
FI4000301585	1 288 461	–	9.617 %	–


A TOTAL	1 288 461		9.617 %

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

Name	% of shares and voting rights	% of shares and voting rights through financial instruments	Total shares, voting rights and financial instruments
Verman Group Oy	9.617 %	–	9.617 %

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.

Change in the Group Executive Team of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 24 June 2021 at 2:00 p.m.

Maija Kaski, Senior Vice President, HR, and a member of the Group Executive Team at Enersense International Plc steps aside from her position at the company. Kaski will continue in her position until 24 September 2021.

“I warmly thank Maija for her significant contribution to the company. We wish her all the best in her future endeavours”, says the CEO of Enersense Jussi Holopainen.

The company will start recruiting a new Senior Vice President, HR without a delay.

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The company is strongly involved in supporting the ongoing energy transition and enabling a zero-emission society. The Enersense Group’s turnover in 2020 was around EUR 144 million. The pro forma turnover of the Enersense-Empower Group, which was consolidated in 2020, was around EUR 241 million in 2020. The company has around 2,400 employees, and it operates in Finland and internationally in around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE). The company’s website for investors can be found at www.enersense.com/investors.