Authorisations of the Board

Authorisation concerning share issues and the issue of option rights and other special rights entitling their holders to shares

On 4 April 2022, the Annual General Meeting of Enersense decided to authorise the Board of Directors to decide on share issues, as well as the issue of option rights and other special rights entitling their holders to shares in accordance with chapter 10, section 1 of the Limited Liability Companies Act, or combinations of all or some of the above, in one or more instalments on the following conditions:

A total maximum of 1,599,600 new and/or treasury shares of the company may be issued under the authorisation (including shares issued on the basis of special rights), which corresponds to approximately 10 percent of all the shares in the company at the time of the convocation of the Annual General Meeting.

Within the limits of the authorisation, the Board of Directors was authorised to decide on all terms and conditions regarding the issuance of shares and the issuance of option rights and other special rights entitling to shares. The Board of Directors was authorised to decide to record the subscription price either as an increase of the share capital, or wholly or partly to the reserve for invested unrestricted equity.

The issuances of shares and the issuance of special rights entitling to shares may also take place in deviation of the shareholders’ pre-emptive subscription right, if there is a weighty financial reason for the company in accordance with the Finnish Companies Act (directed share issue). The authorisation may then be used to finance acquisitions or other investments in the company’s business, to maintain and increase the group’s financial solvency, to implement an incentive scheme as well as to expand the ownership base and develop the capital structure. The maximum number of shares to be issued for the implementation of the company’s incentive schemes is 239,940 new and/or treasury shares, which corresponds to approximately one and a half percent of all the shares in the company. For the sake of clarity, the number of shares to be issued for the implementation of the incentive schemes is included in the total number of shares under the aforementioned share issue authorisation.

The authorisation revokes prior unused authorisations on the issuance of shares and on the issuance of option rights and other special rights entitling to shares. The authorisation is valid until the end of the next Annual General Meeting, but no later than 30 June 2023.

Authorisation concerning the acquisition and/or acceptance as pledge of the company’s own shares

On 4 April 2022, the Annual General Meeting authorised the Board to decide on the acquisition and/or acceptance as pledge of the company’s own shares on the following conditions:

A maximum of 799,800 shares may be repurchased and/or accepted as pledge, which corresponds to approximately five percent of all the shares in the company at the time of the convocation of the Annual General Meeting.

The shares will be purchased in trading organised at Nasdaq Helsinki Ltd’s regulated market at a price formed in public trading on the date of repurchase.

Own shares may be repurchased and/or accepted as pledge in deviation of shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase and/or acceptance as pledge of shares reduces the company’s free equity. The Board of Directors decides how the shares are to be repurchased and/or accepted as pledge.

The authorisation is valid until the end of next Annual General Meeting, but no later than 30 June 2023. For the sake of clarity, the authorisation does not replace the authorisation resolved at the Extraordinary General Meeting of the Company on 11 January 2022 in relation to the Megatuuli -transaction.

Authorisations regarding the acquisition of shares in Megawind Ltd

Enersense has on 20 December 2021 announced by way of a separate stock exchange release that it had 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”).

The Acquisition and conditions of the Acquisition are described in more detail in the company’s stock exchange release announced on 20 December 2021.

In order to complete the Acquisition, the Extraordinary General Meeting has authorised the Board of Directors of the company to resolve on the Directed Share Issue and, conditional upon the completion of the Acquisition, accept the company’s own shares as pledge and to dispose of the pledged own shares.

Enersense has on 31 January 2022 announced by way of a separate stock exchange release that is has resolved on the Directed Share Issue on the condition that the Acquisition is completed. Consequently, on 1 February 2022 Enersense has announced by way of a separate stock exchange release that it has completed the Acquisition.

Authorisation to resolve on accepting the company’s own shares as pledge and to dispose of the pledged own shares

On 11 January the Extraordinary General Meeting of Enersense authorised 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 authorisation, 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 authorisation, 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 authorised 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 authorisation includes the Board of Directors’ right to resolve on any other terms and conditions for the disposing of the pledged own shares.

The authorisation 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. The authorisation does not revoke the authorisation for acquiring and/or accepting shares as pledge granted to the Board of Directors in the Annual General Meeting held on 19 March 2021.