Authorisations of the Board

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.

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.

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.

Authorisation concerning a share issue and granting option rights and other special rights entitling to shares

Enersense’s Extraordinary General Meeting held on 10 November 2022 authorised, on the proposal of the Board of Directors, the Board of Directors to decide on a paid share issue and option rights and other special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, or on the combination of all or some of the aforementioned in one or more tranches on the following terms and conditions:
• A maximum of 500,000 of the Company’s new and/or existing shares held by the Company (including shares to be issued based on special rights) can be issued based on the authorisation, the amount of which corresponds approximately to 3.1 per cent of all the Company’s shares on the date of the notice to the General Meeting.
• Within the limits of the foregoing authorisation, the Board of Directors is given the right to decide on all the conditions for issuing shares and granting option rights and other special rights entitling to shares.
• The Board of Directors is authorised to resolve on the recording of the subscription price either as a share capital increase or fully or partly in the reserve for invested unrestricted equity.
• A share issue and the issue of special rights entitling to shares can also take place as a directed issue in deviation from the shareholder’s pre-emptive right if the Company has a weighty financial reason for this under the Companies Act (directed issue). In that case, the authorisation can be used to finance M&As or other investments that are part of the Company’s business, to maintain and increase the Group’s solvency, to implement an incentive scheme, and to expand the ownership base and develop the capital structure.
• The authorisation does not annul previous unused authorisations regarding the issue of shares, option rights and special rights entitling to shares.
• The authorisation is in effect until the end of next Annual General Meeting, however, until no later than 30 June 2023.

Share issue relating to acquisiton of Unified Chargers

Enersense International Plc announced on 15 November 2022 that it has completed the acquisition of Unified Chargers Oy announced on 20 October 2022. In the transaction, Enersense acquired the entire stock of Unified Chargers Oy. The purchase price of the acquisition was approximately EUR 1.2 million. For the payment of the Purchase Price, in connection with the closing of the transaction, Enersense issued, in a directed share issue, a total of 199,174 new Enersense shares in a share exchange for subscription by the shareholders of Unified Chargers Oy. The sellers have subscribed for the issued consideration shares offered for subscription in the share Issue in full, and the Board of Directors of Enersense has accepted the sellers’ share subscriptions.

The Share Issues were carried out by the decision of the Board of Directors of Enersense in deviation from the shareholders’ pre-emptive subscription right under the authorisation given by the Extraordinary General Meeting of Enersense on 10 November 2022.

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

Enersense International Plc’s Extraordinary General Meeting on 23 December 2022 resolved, in accordance with the proposal of the Board of Directors, 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.