Inside information: Enersense announces a consent solicitation in respect of its convertible notes and considers issuance of new capital notes in connection with refinancing

Pursuant to the Proposal, the Notes would initially bear a fixed coupon, payable semi-annually in arrears. The coupon would be 7.0% per annum until January 15, 2026 and, thereafter, 8.0% per annum until January 15, 2029. From January 15, 2029 onwards, interest on the Notes would be determined by reference to the 3-month Euribor plus a margin of 10.708% per annum, payable quarterly in arrears. The contemplated amendment of the terms and conditions of the Notes also includes 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 proposed 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).

Enersense commences a consent solicitation process and convenes a meeting of noteholders to be held at 9:00 a.m. (EET) on December 4, 2025 at the offices of Nordea Bank Abp at the address Aleksis Kiven katu 5, FI-00500 Helsinki, Finland (the “Meeting”) to resolve on the Proposal. The notice of the Meeting (the “Notice”) is attached hereto. Nordea Bank Abp is acting as the Lead Solicitation Agent, Danske Bank A/S as the Solicitation Agent and Nordic Trustee Oy as the Tabulation Agent in the consent solicitation process.

Certain existing holders of the Notes, representing in aggregate approximately 80 per cent of the nominal amount of the Notes, are expected to support the Proposal.

In addition, subject to the passing of the Proposal, Enersense may consider the issuance of additional convertible capital notes in the aggregate nominal amount of up to EUR 4,000,000. 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.

New Financing Arrangements

In connection with the planned amendments to the terms and conditions of the Notes, 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. The new financing arrangements and the planned amendments to the terms and conditions of the existing Notes will extend the maturity profile of the Company’s financing. The proceeds from the new financing arrangements will be utilised to refinance the Company’s existing borrowings and repay the existing payment arrangement with the tax administration. The validity of the new credit commitments for the new financing arrangements is contingent on the passing of the Proposal.

Consent Solicitation

In the consent solicitation process, Enersense will offer instruction fee to noteholders who submit a valid voting instruction in favour of or against the Proposal prior to 4:00 p.m. (EET) on November 26, 2025 (the “Instruction Fee Deadline”). 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”).

A noteholder who (i) submits voting instructions received after the Instruction Fee Deadline, (ii) votes at the Meeting in person or by proxy or (iii) does not follow the procedure for submitting voting instructions set out in the consent solicitation memorandum will not be eligible to receive the Instruction Fee. No Instruction Fee shall be paid to such noteholders who do not vote prior to the Instruction Fee Deadline.

Payment of the Instruction Fee is subject to the resolution approving the Proposal being duly passed by the Meeting and having become effective in full in accordance with its terms. 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 wherein the resolution approving the Proposal is passed.

Noteholders that are registered either as direct registered owners or as nominees of the Notes in the noteholders’ register maintained by Euroclear Finland Oy can participate and vote on the Proposal by submitting a voting instruction set out in Schedule 2 of the Notice attached hereto. Voting instructions should be sent by e-mail to Nordic Trustee Oy as the Tabulation Agent to:

• Tabulation Agent, Nordic Trustee Oy, e-mail: finland@nordictrustee.com,
  Attention: Miikka Häyrinen

Noteholders who are not direct registered holders of the Notes in the noteholders’ register maintained by Euroclear Finland Oy are advised to check with their account operator or other nominee the deadlines for receiving instructions in order for that noteholder to be able to submit a voting instruction or otherwise participate in the Meeting. The deadlines set by any account operator or other nominee for the submission of voting instructions will be earlier than the deadlines set out above.

Noteholders must own the relevant Notes on November 25, 2025 (the “Record Time”) and at the time of the Meeting in order for any voting instruction to be valid with respect to such Notes and in order to receive any Instruction Fee.

The noteholders will be notified of the results of the Meeting by stock exchange release as soon as reasonably practicable after the Meeting.

Noteholders are advised to carefully read the Notice attached hereto for full details of, and information on, the Proposal and the procedures for submitting voting instructions and otherwise voting on the Proposal. The details of the terms and conditions of the consent solicitation are set out in a separate consent solicitation memorandum, which will be made available to noteholders and may be requested from Nordea Bank Abp as the Lead Solicitation Agent and Danske Bank A/S as the Solicitation Agent at the following contact details:

• 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

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

Attachments:
Notice of the noteholders’ meeting

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.

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 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.