Enersense announces positive results of the Noteholders’ Meeting in respect of its convertible notes due 2027

The meeting of the holders of Enersense International Plc’s (“Enersense” or the “Company”) outstanding EUR 26,000,000 senior unsecured fixed rate 7.00% convertible notes due 2027 (ISIN FI4000541826) (the “Notes”) was held today on December 4, 2025 (the “Meeting”). The holders of the Notes resolved to approve the Company’s proposal on amending the terms and conditions of the Notes (the “Proposal”) in relation to the amendment of the Notes into a subordinated hybrid convertible bond (the “Amendments”). The Amendments have become effective immediately after the passing of the Proposal at the Meeting.

As compensation to the noteholders approving the Proposal, Enersense shall pay instruction fee to noteholders who submitted a valid voting instruction in favour of or against the Proposal prior to 4:00 p.m. (EET) on November 26, 2025. Such noteholders are eligible to receive a fee of 0.20 per cent of the principal amount of the Notes which are subject of the voting instructions (the “Instruction Fee”). The Instruction Fee shall be paid to eligible noteholders’ bank accounts as provided in the voting instructions no later than ten (10) business days after the Meeting.

The noteholders are requested to contact Nordea Bank Abp as the Lead Solicitation Agent and Danske Bank A/S as the Solicitation Agent (contact details below) for questions relating to the consent solicitation.

• Lead Solicitation Agent, Nordea Bank Abp, e-mail: nordealiabilitymanagement@nordea.com,

Attention: Nordea Liability Management, tel. +45 61612996

• Solicitation Agent, Danske Bank A/S, e-mail: liabilitymanagement@danskebank.dk,

Attention: Debt Capital Markets, tel. +45 3364 8851

In addition, Enersense expects to issue additional convertible capital notes in the aggregate nominal amount of up to EUR 4,000,000 in the near term. The additional convertible capital notes would be issued to selected professional investors as a tap issuance under the amended terms and conditions of the Notes. The net proceeds of the potential issuance of additional convertible capital notes would be used for general corporate purposes.

Amendments to the terms and conditions governing special rights

As announced on November 17, 2025, the Amendments also included the change in the initial conversion price from the current EUR 8.00 to EUR 7.00, representing a premium of approximately 57.9% to the arithmetic average of the volume weighted average price of Enersense’s shares on the official list of Nasdaq Helsinki Ltd on each of the 10 trading days prior to the launch of the consent solicitation, representing EUR 4.4329. Based on the initial conversion price, the conversion of all the Notes would result in the issue of a maximum of 3,714,285 new shares in the Company, representing in total approximately 22.5% of the current total amount of shares in the Company (approximately 18.4% on a fully diluted basis). The Board of Directors’ resolution to amend the initial conversion price, and as a consequence thereof, to increase the maximum number of new shares to be issued pursuant to the amended terms and conditions of the Notes, was made on the basis of the authorization granted by the Extraordinary General Meeting held on December 23, 2022, to the extent applicable, and on the basis of the authorization granted by the Annual General Meeting held on April 16, 2025.

The Board of Directors considered that there are weighty financial reasons for the amendment of the initial conversion price, because the implementation of the Amendments, taken as a whole, strengthens the Company’s balance sheet, prolongs its maturity profile and supports the refinancing of the Company’s other debt financing facilities, and is therefore in the best interests of the Company.

The amendments to the terms and conditions governing special rights are expected to be registered in the Finnish Trade Register in early December.

New Financing Arrangements

As announced on November 17, 2025, the Company has received credit commitments for new senior secured financing comprising of a EUR 16 million term loan and EUR 8 million revolving credit facility, both maturing in 2028. In addition, the new financing arrangements include committed guarantee lines amounting to EUR 40 million at maximum. Following the passing of the Proposal, the condition in the credit commitments of a positive outcome in the noteholder’s meeting has been met.

ENERSENSE INTERNATIONAL PLC

Kari Sundbäck

CEO

Further information:

Jyrki Paappa

CFO

Tel. +358 50 556 6512 

Email: jyrki.paappa@enersense.com

Liisi Tamminen

Head of Communications and Sustainability

Tel. +358 44 222 5552

Email: liisi.tamminen@enersense.com

Distribution:

Nasdaq Helsinki

Key media

www.enersense.com

Important Information

This announcement must be read in conjunction with the Notice. If any noteholder is in any doubt as to the contents of this announcement, the Notice or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of questions relating to tax consequences, immediately from its stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial adviser.

This announcement is for information purposes only, and neither this announcement nor the Notice constitutes an invitation to participate in the consent solicitation in respect of the Notes in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation in the consent solicitation under applicable securities laws. The distribution or publication of this announcement or the Notice may be restricted by law in certain jurisdictions, and Enersense provides that any person into whose possession this announcement or the Notice become inform themselves about, and observe, any such restrictions.

IMPORTANT – UK PRIIPs REGULATION – PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes have not been offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by the Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notice to Prospective Investors in the United Kingdom

The communication of the Notice and any other documents or materials relating to the Notes is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the UK. In the UK, the communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) any person falling within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Company, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated (all such persons together being referred to as “relevant persons”) in circumstances where Section 21(1) of the FSMA does not apply. The Notice is directed only at relevant persons and any person who is not a relevant person must not act or rely on this document or any of its contents. The Notice is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (as amended or superseded, the “UK Prospectus Regulation”). The Notice has been prepared on the basis that any offer of Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation and FSMA from the requirement to publish a prospectus for offers of the Notes.

Restrictions in the United States

The Proposal is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to holders or beneficial owners of the Notes who are located or resident in the United States, and the Notes may not be offered for participation in the Proposal by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or persons (including agents, fiduciaries or other intermediaries) acting for the account or benefit of persons located or resident in the United States. Accordingly, the Notice or materials related to the Notice are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including without limitation by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported participation in the Proposal resulting directly or indirectly from a violation of these restrictions will be invalid, and any participation or purported participation in the Proposal, made by a person located in the United States or any person (including any agent, fiduciary or other intermediary) acting for the account or benefit of persons located or resident in the United States will be invalid and will not be accepted. Failure to comply with these instructions may result in a violation of the applicable laws and regulations of the United States.

Each holder of the Notes participating in the Proposal will, among other things, represent that (i) it has not received or sent copies or originals of the Proposal or any other documents or materials related to the Proposal in, into or from the United States and has not otherwise utilised in connection with the Proposal, directly or indirectly, the mails of, or any means or instrumentality (including without limitation facsimile transmission, telex, telephone, email or other form of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States; and (ii) it is not located or resident in the United States and is not acting for the account or benefit of persons located or resident in the United States and is not participating in the Proposal from the United States.

This announcement or the Notice does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and as such neither the Notes nor any other security referenced in this announcement or in the Notice may be offered or sold in (and any consents are not being solicited from) the United States except pursuant to an applicable exemption from registration under the Securities Act. In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

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