Authorisations of the Board

Annual General Meeting 4 April 2023

Authorizing the board of directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of shares against payment as well as on the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10, section 1 of the Finnish Companies Act, or a combination of some or all of the above, under the following conditions:

• A total maximum of 1,649,250 new and/or treasury shares of the Company may be issued under the authorization (including shares issued on the basis of special rights). Within the limits of the authorization, the Board of Directors is authorized 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 is authorized 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 authorization 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 authorization revokes the authorizations granted by the Annual General Meeting on 4 April 2022 and by the Extraordinary General Meeting of 10 November 2022 concerning the issuance of shares and the issuance of option rights and other special rights entitling to shares, but not the authorization granted by the Extraordinary General Meeting on 23 December 2022 to decide on the issuance of special rights entitling to shares.

The authorization is valid until the end of the next Annual General Meeting, but no later than 30 June 2024.

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 resolved to authorise the Board of Directors to decide on the repurchase and/or on 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.
• The shares will be purchased in trading organized by Nasdaq Helsinki Ltd at a price formed in public trading on the date of repurchase.
• Own shares may be repurchased and/or accepted as pledge in deviation from shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge). The repurchase and/or acceptance as pledge of shares reduces the Company’s unrestricted equity. The Board of Directors decides how the shares are to be repurchased and/or accepted as pledge.

The authorization revokes previous authorizations granted by the general meeting to repurchase and/or accept as pledge of own shares.

The authorization is valid until the end of next Annual General Meeting, but no later than 30 June 2024.

Extraordinary General Meeting on 23 December 2022

Authorizing the Board of directors to decide on the issuance of Special Rights entitling to shares

Extraordinary General Meeting resolved to authorize the Board of Directors to decide on the issuance of special rights entitling to shares of the Company to the initial subscribers of the Company’s EUR 26 million senior unsecured conditionally convertible notes due 15 January 2027 and/or to any subsequent purchasers of the Notes, to enable the conversion of the Notes into Shares in accordance with the terms and conditions of the Notes.

The number of shares to be issued based on the special rights shall not exceed 3,575,000 Shares, which corresponds to approximately 21.7 % of all of the Shares in the Company (approximately 18.1 % on a fully-diluted basis). The issuance of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The special rights would be granted, for no consideration, to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights would be attached to the Notes and could not be separated from the Notes. In all other respects, in accordance with and subject to the Conditions, the Board of Directors would decide on other conditions of the issuance of special rights entitling to shares.

This authorization does not revoke or replace any previous authorizations granted to the Board of Directors regarding the issuance of special rights entitling to shares.

Resolution by the Board of directors to issue Special Rights entitling to shares to Holders of the Notes

Enersense International Plc’s Board of Directors resolved on 23 December 2022, based on the authorization granted by the Extraordinary General Meeting,  to issue 260 special rights entitling to Shares referred to in Chapter 10 Section 1 of the Finnish Companies Act. The special rights entitling to Shares are issued in accordance with the Conditions in deviation from the shareholders’ pre-emptive rights (directed issue) for no consideration to the initial subscribers of the Notes and/or to any subsequent purchasers of the Notes. The special rights are attached to the Notes and cannot be separated from the Notes.

A special right is attached to each Note with a nominal value of EUR 100,000. Each special right entitles to 12,500 new Shares of the Company. The initial conversion price per share has been set at EUR 8.00. Should all of the Notes be converted into new Shares of the Company at the initial conversion price, the new Shares to be issued by the Company based on the special rights would be up to 3,250,000 Shares, representing approximately 19.7 % of the current total amount of Shares (approximately 16.5 % on a fully diluted basis). Adjustments may be made to the conversion price, as further described in the Conditions. Should adjustments be made to the conversion price, requiring an increase of the number of Shares to be issued, a separate resolution will be made as required by the Finnish Companies Act to increase of the number of Shares.