RESOLUTIONS OF ENERSENSE INTERNATIONAL PLC’S ANNUAL GENERAL MEETING AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS

The Annual General Meeting of Enersense International Plc (“Enersense” or the “Company”) was held on 16 April 2025 starting at 2:00 p.m. at Eliel studio in Sanomatalo at the address Töölönlahdenkatu 2, FI-00100 Helsinki, Finland.

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

ADOPTION OF THE FINANCIAL STATEMENTS

The Annual General Meeting resolved to adopt the financial statements, which include the consolidated financial statements, for the financial period 1 January 2024–31 December 2024.

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

The Annual General Meeting resolved that the result for the financial period 1 January 2024 to 31 December 2024 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet to be adopted for the financial period, no dividends be paid to shareholders.

DISCHARGE FROM LIABILITY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEOS

The Annual General Meeting resolved to discharge all persons that had acted as members of the Board of Directors or as CEO from liability for the financial period 1 January 2024–31 December 2024.

CONSIDERATION OF THE REMUNERATION REPORT FOR GOVERNING BODIES

The Annual General Meeting approved the remuneration report for the Company’s governing bodies for 2024. The resolution is advisory in accordance with the Finnish Companies Act.

REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

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

• annual fee of EUR 42,000 for the Chair

• annual fee of EUR 27,000 for each member

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

• EUR 1,000 for Chairs of the Board of Directors and committees

• EUR 500 for other members.

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

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

The Annual General Meeting resolved that the number of ordinary members of the Board of Directors shall be five (5).

The Annual General Meeting resolved to re-elect Anders Dahlblom, Sari Helander, Anna Miettinen, Carl Haglund and Ville Vuori as ordinary members of the Board of Directors.

ELECTION AND REMUNERATION OF THE AUDITOR

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

ELECTION AND REMUNERATION OF THE SUSTAINABILITY REPORTING ASSURER

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

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

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

A maximum of 3,298,505 new and/or treasury shares of the Company (including shares to be issued based on special rights) may be issued under the authorization, which amount corresponds to approximately 20 per cent of all the shares in the Company at the time of convocation of the General Meeting.

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

The Board of Directors is authorized to decide on the recording of the subscription price either as an increase of the share capital, or wholly or partly in the invested unrestricted equity fund.

A share issue and the issuance of special rights entitling to shares may also take place as a directed issue in deviation from the shareholders’ pre-emptive right if the Company has a weighty financial reason pursuant to the Limited Liability Companies Act (directed issue) for doing so. In that case, the authorization may be used to finance corporate acquisitions or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme as well as to expand the ownership base and develop the capital structure.

The authorization does not revoke the authorization granted by the Company’s Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization shall remain in force until the close of the next Annual General Meeting, however no longer than until 30 June 2026.

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

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

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

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

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

The authorization shall remain in force until the close of the next Annual General Meeting, but no longer than until 30 June 2026.

MINUTES OF THE ANNUAL GENERAL MEETING

The minutes of the Annual General Meeting shall be available on the Company’s website on 30 April 2025 at the latest.

ORGANIZING MEETING OF THE BOARD OF DIRECTORS

The Board of Directors, which convened after the Annual General Meeting, elected Anders Dahlblom as the Chairperson of the Board of Directors. In addition, the Board of Directors elected the members of the Audit Committee and the Remuneration Committee from among its members.

Sari Helander was elected as the Chairperson of the Audit Committee and Anders Dahlblom and Carl Haglund as members of the Audit Committee.

Anders Dahlblom was elected as the Chairperson of the Remuneration Committee and Anna Miettinen and Ville Vuori were elected as members of the Remuneration Committee.

The Board of Directors has assessed the independence of its members and concluded that all members of the Board are independent of the Company. In addition, Sari Helander, Carl Haglund, Anna Miettinen, and Ville Vuori are independent of the Company’s significant shareholders. Anders Dahlblom is not considered to be independent of the Company’s significant shareholders, as he holds the position as Chief Operating Officer of Virala Oy Ab, the parent company of Nidoco AB.

ENERSENSE INTERNATIONAL PLC

Board of Directors

More information:
Liisi Tamminen
Head of Communications and Sustainability
Tel.: +358 44 222 5552
Email: liisi.tamminen@enersense.com

Distribution
Nasdaq Helsinki
Major meria
www.enersense.com