Authorisations of the Board

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

On 19 March 2021, 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:

Based on the authorisation, a maximum of 3,000,000 new shares in the company and/or treasury shares (including shares issued based on special rights) can be issued, which corresponded to around 31.42% of the total number of shares in the company at the time of the notice of the Annual General Meeting.

The Board was granted the right to decide, within the authorisation mentioned above, on the terms and conditions of the share issue, as well as the issue of option rights and special rights entitling their holders to shares. The Board was authorised to decide on the recognition of the subscription price, either as an increase in the share capital or in the invested unrestricted equity reserve, in part or in full.

The issue of shares and special rights can also be a directed issue in deviation from the shareholders’ pre-emptive rights if there is a weighty financial reason for this in accordance with the Limited Liability Companies Act (directed issue). In such a case, the authorisation can be used to finance acquisitions or other investments included in the company’s business operations, as well as to maintain and increase the Group’s solvency, implement incentive schemes, expand the ownership base and develop the capital structure.

The authorisation invalidates previous unused authorisations concerning share issues and the issue of option rights and special rights entitling their holders to shares. The authorisation is valid until the close of the next Annual General Meeting, but not beyond 30 June 2022.

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

On 19 March 2021, 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 950,000 shares can be acquired and/or accepted as pledge. The shares must be acquired as part of trading organised by Nasdaq Helsinki Oy at the market price at the time of acquisition. The company’s own shares may be acquired and/or accepted as a pledge in a proportion other than that of the shareholders’ current holdings in the company (directed acquisition and/or acceptance as pledge). The acquisition and/or acceptance as pledge of shares will reduce the company’s unrestricted equity. The Board decides how the shares will be acquired and/or accepted as pledge.

The authorisation is valid until the close of the next Annual General Meeting, but not beyond 30 June 2022.

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. The Acquisition is intended to be completed in January 2022.

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

 

a) Authorisation to resolve on a directed share issue

On 11 January 2022, the Extraordinary General Meeting of Enersense decided to authorise the Board of Directors to resolve on a directed share issue deviating from the shareholder’s pre-emptive right. Pursuant to the Finnish Companies Act, the deviation requires that there is a weighty financial reason for the company.

The shares issued by virtue of the authorisation would be issued upon the fulfilment of the terms and conditions for the Acquisition to the existing shareholders of Megawind Ltd in proportion to their shares entitled to votes of Megawind Ltd sold as a part of the Acquisition. The maximum number of new shares to be issued in the Directed Share Issue is 2,675,000, which corresponds to approximately 19.9 per cent of the current number of shares in the company, and which corresponds to approximately a maximum of 16.6 per cent of all shares in the company upon completion of the Acquisition.

The Board of Directors is authorised to resolve on all terms and conditions of the Directed Share Issue, within the limits of the abovementioned authorisation, including the criteria for determining the subscription price and that the subscription price can be paid not only in cash but also fully or partially with other assets. The principles agreed upon in the Acquisition regarding the determination of the subscription price and for the number of new shares are described in the stock exchange release announced on 20 December 2021.

The authorisation is valid until the closing of the Annual General Meeting of the company to be held in the spring of 2022 and it cannot be used to any other purpose than completing the Acquisition. The authorisation does not revoke the authorisation for the share issue granted to the Board of Directors in Annual General Meeting held on 19 March 2021.

If the Acquisition is completed, the company will apply for the listing of shares issued through the Directed Share Issue on the official list of Nasdaq Helsinki Ltd.

 

b) 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.