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.