2022-12-02 18:00:00 CET

2022-12-02 18:00:05 CET


REGULATED INFORMATION

English
Enersense International Oyj - Notice to general meeting

Notice to the Extraordinary General Meeting of Enersense International Plc


Enersense International Plc
Stock Exchange Release, 2 December 2022 at 7:00 p.m.

Notice is given to the shareholders of Enersense International Plc (“Enersense”
or the “Company”) to the Extraordinary General Meeting (“General Meeting”) to be
held on Friday 23 December 2022 at 9:30 a.m. (EET) at Original Sokos Hotel
Tripla Pasila, Fredikanterassi 1B, FI-00520 Helsinki, Finland, meeting room
Eskola/Kaivola. The reception of persons who have registered for the meeting and
the distribution of voting tickets before the meeting will commence at 9:00 a.m.
(EET). The Company's shareholders may exercise their shareholder rights also by
voting in advance or by way of proxy representation.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the General Meeting, the following matters will be considered:

 1. Opening of the meeting
 2. Calling the meeting to order
 3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
 4. Recording the legality of the meeting
 5. Recording the attendance at the meeting and adoption of the list of votes
 6. Authorizing the Board of Directors to decide on the issuance of special
rights entitling to shares

On 2 December 2022, the Company completed the offering of EUR 26 million senior
unsecured conditionally convertible notes due 15 January 2027 (the “Notes”)
which were subscribed for by professional investors and eligible counterparties.
The Notes will carry a coupon of 7.0 % per annum, payable semi-annually in
arrear in equal instalments on 15 January and 15 July in each year, commencing
on 15 July 2023. The initial conversion price per share of the Notes has been
set at EUR 8.00, representing a conversion premium of approximately 32.1 % to
the arithmetic average of the volume weighted average price of Enersense's
shares (the ”Shares”) on the official list of Nasdaq Helsinki Ltd on each of the
10 dealing days prior to the launch of the offering of the Notes, representing
EUR 6.0573 (the “Market Reference Price”). The issue price of the Notes will be
100% of their nominal amount and, unless previously converted, redeemed or
purchased and cancelled, will be redeemed at 100% of their nominal amount at
maturity. Closing is expected to occur on or about 12 December 2022 (the “Issue
Date”).

The Notes will become convertible into Shares subject to a resolution by the
Extraordinary General Meeting of the Company's shareholders authorizing the
Company's Board of Directors to resolve on the issue of special rights entitling
to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act
(624/2006, as amended) to enable the issue of such Shares upon the exercise of
conversion rights by noteholders in respect of the Notes (the “Shareholders'
Resolution”) and a subsequent resolution by the Board of Directors to decide on
the issue of such special rights based on the authorization (the “Board
Resolution”), following which the Company will issue an appropriate notice to
the noteholders.

If the Shareholder Resolution and the Board Resolution are not passed by the
date falling 3 months after the Issue Date and the Notes have not been redeemed
in accordance with the terms and conditions of the Notes, noteholders will be
entitled to exercise a cash settlement right whereby they would receive a cash
amount equal to the market value of the Shares notionally underlying the Notes
as detailed in the terms and conditions of the Notes. The maximum number of
Shares (without any adjustments having been made to the conversion price)
notionally underlying the initial issue size is 3,250,000 Shares, representing
approximately 19.7 % of the Company's current total amount of Shares
(approximately 16.5 % on a fully diluted basis). The cash settlement right of
the holders of the Notes will expire upon the Notes becoming convertible into
Shares.

In order to effect the Shareholder Resolution and to enable the subsequent Board
Resolution to issue special rights entitling to Shares, in accordance with the
terms and conditions of the Notes, the Board of Directors proposes that the
General Meeting would authorize the Board of Directors to decide, in one or
several instalments, on the issuance of special rights entitling to Shares
referred to in Chapter 10 Section 1 of the Finnish Companies Act in respect of
the Notes as follows.

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 terms and
conditions of the Notes, the Board of Directors would decide on other conditions
of the issuance of special rights entitling to shares.

The maximum number of Shares that may be issued based on the special rights
under this authorization exceeds the number of Shares that would be issued if
the Notes would be converted into Shares at the current conversion price. The
excess number of special rights and Shares that may be issued is reserved for
possible adjustments to the conversion price in accordance with the terms and
conditions of the Notes and may not be issued for any other purpose. The Board
of Directors considers that there are weighty financial reasons to issue the
special rights in respect of the Notes as the issuance of the Notes allowed the
Company to strengthen its financial position under financial and other terms
(including the execution timetable) that would not, in the understanding of the
Board of Directors, have been otherwise available. In addition, the capital
raised through the issue of the Notes is expected to enable strategic
investments by the Company. The Board of Directors also notes that the initial
conversion price of the Notes per Share represented a premium of 32.1 % as
compared to the above-mentioned Market Reference Price.

Certain shareholders of the Company, including Nidoco AB, MBÅ Invest Oy, Verman
Group Oy and Ensto Invest Oy, who together represent approximately 54.9 % of
Enersense's current total amount of Shares, have irrevocably agreed to vote in
favour of the resolution to authorize the Board of Directors to decide on the
issuance of special rights entitling to shares at the General Meeting.

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.

 7. Closing of the meeting

B. DOCUMENTS RELATED TO THE GENERAL MEETING

The resolution proposals for the decisions on the matters on the agenda of the
General Meeting, the terms and conditions of the Notes as well as this notice
are available on the Company's website at
www.enersense.com/investors/governance/general-meeting/. Other documents that
are required, under the Finnish Companies Act, to be available to shareholders
will be available on the aforementioned website at the latest as of 2 December
2022. The resolution proposals and other documents mentioned above will also be
made available at the General Meeting. The minutes of the General Meeting will
be available on the Company's website at the latest as of Thursday 5 January
2023.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders entered in the shareholder register

Each shareholder who is, on Tuesday 13 December 2022, registered in the
Company's shareholder register maintained by Euroclear Finland Oy has the right
to participate in the General Meeting in accordance with the below instructions.
A shareholder whose shares are registered on their personal Finnish book-entry
account is registered in the Company's shareholder register.

Registration

A shareholder who is registered in the Company's shareholder register and who
wishes to participate in the General Meeting must register for the General
Meeting at the latest by Tuesday 20 December 2022 at 4:00 p.m. (EET), by which
time the registration must be received. Registration for the Meeting and the
advance voting starts on Monday 5 December 2022 at 10:00 a.m. (EET). Additional
information on the advance voting is presented below under section C.4.

Registration for the General Meeting takes place:

a. Through the Company's website www.enersense.com/investors/governance/general
-meeting

Registration by natural persons requires strong electronic authentication. A
natural person logging in to the service via the Company's website will be
directed to an electronic authentication page. Thereafter, the shareholder can
register for the General Meeting or authorise a proxy representative in one
session. Strong electronic authentication takes place using Finnish online
banking codes or a Mobile ID.

For legal persons, strong electronic authentication is not required. However,
shareholders that are legal persons must provide their book-entry account
number, Business ID and other required information. If a legal person uses
Suomi.fi e-Authorizations, registration requires strong electronic
authentication from the authorised person using Finnish online banking codes or
a Mobile ID.

b. By email to yhtiokokous@enersense.com

When registering, the shareholder's name, personal identification number or
Business ID, address, phone number and the name of the legal representative,
proxy representative or assistant and the legal representative's, proxy
representatives or assistant's personal identification number must be provided.
The personal data given to Enersense International Plc by shareholders is used
only in connection with the General Meeting and with the processing of related
registrations.

At the meeting venue, shareholders, their legal or proxy representatives or
assistants must be able to prove their identity and/or their right to act as a
representative.

2. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of shares based on which they would be entitled to be
registered in the Company's shareholder register maintained by Euroclear Finland
Oy on Tuesday 13 December 2022. The right to participate in the General Meeting
requires, in addition, that the shareholder on the basis of such shares has been
temporarily registered in the shareholder register maintained by Euroclear
Finland Oy at the latest by Tuesday 20 December 2022, 10:00 a.m. (EET). As
regards nominee-registered shares, this constitutes due registration for the
General Meeting.

A holder of nominee-registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the Company's
shareholder register, the issuing of proxy documents and voting instructions and
registration for the General Meeting from their custodian. The account manager
of the custodian must register a holder of nominee-registered shares who wishes
to participate in the General Meeting temporarily in the Company's shareholder
register by the time stated above at the latest.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
at the General Meeting by way of proxy representation. A proxy representative
shall provide a dated proxy document or otherwise in a reliable manner
demonstrate their right to represent the shareholder at the General Meeting.
Should a shareholder participate in the General Meeting by means of several
proxy representatives, who represent the shareholder with shares in different
book-entry accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
General Meeting.

Proxy documents should be delivered to the Company in electronic format (e.g.
PDF) to the email address yhtiokokous@enersense.com by the last date of
registration. A proxy representative must be prepared to present the proxy
document also at the meeting venue.

Shareholders that are legal persons may also use the electronic Suomi.fi
authorisation service through Euroclear Finland Oy's registration service
instead of a conventional proxy document. In this case, the organisation
authorizes its appointed representative in the Suomi.fi service at
www.suomi.fi/valtuudet using the mandate theme “Representation at the General
Meeting”. When registering, the representative must identify themselves with
strong electronic authentication in Euroclear Finland's general meeting service,
after which the electronic mandate is automatically checked. Strong electronic
authentication takes place using Finnish online banking codes or a Mobile ID.
More information is available on the website suomi.fi/e-authorizations.

4. Advance voting

A shareholder who has a Finnish book-entry account may vote in advance on item 6
on the agenda of the General Meeting during the time period Monday 5 December
2022 at 10:00 a.m. (EET) until Tuesday 20 December 2022 at 4:00 p.m. (EET). In
addition, the account manager of the custodian bank may vote in advance on
behalf of holders of nominee registered shares represented by the account
manager in accordance with their voting instructions within the registration
period for nominee-registered shares. A proposal subject to advance voting is
considered to have been presented without amendments at the General Meeting.

Unless a shareholder voting in advance will be present in person or by proxy in
the General Meeting, the shareholder may not be able to exercise his/her right
under the Finnish Companies Act to request information or a vote in the meeting.

Advance voting is possible by the following means:

a) through the Company's website at the address
www.enersense.com/investors/governance/general-meeting/

For natural persons, the electronic voting in advance requires secured strong
electronic authentication and the shareholder may vote by logging in with
his/her Finnish online banking codes or a Mobile ID.

For shareholders that are legal persons, no strong electronic authentication is
required. However, shareholders that are legal persons must notify their book
-entry account number and other required information.

b) by email

A shareholder may send the advance voting form available on the Company's
website or corresponding information to Euroclear Finland Oy by email at
yhtiokokous@euroclear.eu.

The advance voting form is available on the Company's website at the latest from
Monday 5 December 2022 at 10:00 a.m (EET) onwards. A representative of a
shareholder must in connection with delivering the voting form produce a dated
proxy authorization document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the General Meeting.

If a shareholder participates in the General Meeting by sending votes in advance
by email to Euroclear Finland Oy, the delivery of the votes before the end of
the registration and advance voting period shall constitute due registration for
the General Meeting, provided that it includes the above-mentioned information
required for registration and advance voting.

Instructions relating to the electronic advance voting may also be found on the
Company's website at the address www.enersense.com/investors/governance/general
-meeting/ at the latest from Monday 5 December 2022 onwards.

5. Other instructions and information

A shareholder who is present at the General Meeting has the right, under Section
25 of Chapter 5 of the Finnish Companies Act, to request information on matters
dealt with by the meeting.

The information on the General Meeting required by the Finnish Companies Act and
the Securities Market Act is available on the Company's website
www.enersense.com/investors/governance/general-meeting/.

On the date of this notice to the Extraordinary General Meeting, 2 December
2022, the total number of shares in Enersense International Plc is 16,492,531,
which corresponds to the same number of votes.

Changes in shareholding after the record date do not affect the right to
participate in the General Meeting or the number of voting rights held in the
General Meeting.

In Pori, 2 December 2022

ENERSENSE INTERNATIONAL
PLC
BOARD OF DIRECTORS

For further information, please contact:

Jussi Holopainen, President and CEO
Phone: +358 44 517 4543
Email: jussi.holopainen@enersense.com

Media contacts:
Tommi Manninen, Senior Vice President, Communications and Public Affairs
Phone: +358 40 043 7515
Email: tommi.manninen@enersense.com

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.enersense.com

Enersense in brief:

Enersense International Plc is a creator of zero emission energy solutions and
strongly supports the ongoing energy transition and enabling a zero-emission
society. Enersense Group's revenue in 2021 was approximately EUR 239 million.
The company has approximately 2,000 employees, with operations in Finland and
globally in roughly 40 countries. Enersense's shares are listed on Nasdaq
Helsinki (ESENSE). The company's investor pages can be found at
www.enersense.com/investors.