Enersense International Oyj — Proxy Solicitation & Information Statement 2021

Dec 20, 2021

Notice to the Extraordinary General Meeting of Enersense International Plc

Notice to the Extraordinary General Meeting of Enersense International Plc

Enersense International Plc
Stock Exchange Release, 20 December at 9:45 a.m.

Notice is given to the shareholders of Enersense International Plc (the
“Company”) to the Extraordinary General Meeting (the “General Meeting”) to be
held on Tuesday 11 January 2022 at 10:00 a.m. (EET) at the office of
Hannes Snellman Attorneys Ltd at Eteläesplanadi 20, 00130 Helsinki, Finland. The
Company’s shareholders and their proxy representatives may participate in the
General Meeting and exercise shareholder rights only by voting in advance and by
making counterproposals and submitting questions in advance in accordance with
this notice. Shareholders and their proxy representatives may not participate in
the General Meeting at the meeting venue. Instructions for shareholders are
provided in section C of this notice and on the Company’s website.

The Board of Directors of the Company has resolved on exceptional meeting
procedures based on the so-called temporary act (375/2021) that came into force
on 8 May 2021. In order to prevent the spread of the COVID-19 pandemic, the
Company has resolved to take the measures allowed by said legislation so that
the General Meeting can be held in a predictable manner while ensuring the
health and safety of the shareholders, the Company’s employees and other
stakeholders.

A. Matters on the agenda of the General Meeting

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

1.
Opening of the meeting

2.
Calling the meeting to order

Attorney-at-law Riikka Rannikko will serve as the chairperson of the meeting. In
the event Riikka Rannikko is prevented from serving as the chairperson for a
weighty reason, the Board of Directors will appoint the person they deem the
most suitable to serve as the chairperson.

3.
Election of persons to scrutinize the minutes and to supervise the counting of
votes

The Company’s SVP, Legal Johanna Nurkkala will scrutinize the minutes and
supervise the counting of the votes. In the event Johanna Nurkkala is prevented
from scrutinizing the minutes and supervising the counting of votes for a
weighty reason, the Board of Directors will appoint the person they deem the
most suitable to scrutinize the minutes and 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

Shareholders who have voted in advance within the advance voting period and who
are entitled to participate in the General Meeting in accordance with Chapter 5,
Sections 6 and 6 a of the Finnish Companies Act will be deemed shareholders
participating in the meeting. The list of votes will be adopted according to the
information provided by Euroclear Finland Oy.

6.
Resolutions regarding the acquisition of shares in Megawind Ltd

The Company has on 20 December 2021 announced by way of a separate stock
exchange release to have 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”). In addition to the
purchase price, the Company and existing shareholders of Megawind Ltd have
agreed that the possible difference between the purchase price and value of
shares issued in the Directed Share Issue shall be paid in cash. For the sake of
clarity, it is noted that the existing shareholders of Megawind Ltd shall remain
shareholders of a new share class of Megawind Ltd, such shares not being
entitled to votes, upon the completion of the Acquisition. Said shareholders are
solely entitled to dividends based on profits from the sale of certain future
projects pursuant to the shares not entitled to votes. These Megawind Ltd shares
not entitled to votes do not have rights to any other distribution of funds nor
other rights related to Megawind Ltd. The arrangement has been described in more
detail in the Company’s stock exchange release announced on 20 December 2021.

The completion of the Acquisition is subject to, among others, the resolution of
the Company’s extraordinary general meeting amending the Articles of
Association, authorizing the Board of Directors to resolve on the issuance of
shares and authorizing the Board of Directors to accept the Company’s own shares
as pledge and to dispose of the pledged own shares. 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 Board of Directors of the Company
proposes to the General Meeting that it (a) amends section 3 of the Articles of
Association of the Company, (b) authorizes the Board of Directors of the Company
to resolve on the Directed Share Issue and, conditional upon the completion of
the Acquisition, (c) authorizes the Board of Directors of the Company to accept
the Company’s own shares as pledge and to dispose of the pledged own shares.

a) Amendment of the Section 3 of the Articles of Association

The Board of Directors proposes that section 3 of the Articles of Association
regarding the Company’s line of business would be amended to read as follows:

“3. The company produces, transfers, distributes and sells, either independently
or through its subsidiaries and affiliates, energy, energy facilities and
appliances, and services for the energy sector, industry, construction,
installation, maintenance, software industry, data system industry and data
communications sector, and engages in consulting, project planning, project
developing, importing, and employee leasing and recruitment, particularly in the
above sectors, in Finland and other countries. For its operations, the company
may own and control properties, shares, participations and other securities, as
well as other assets required in its sector.”

b) Authorization of the Board of Directors to resolve on a directed share issue

The Board of Directors proposes that the General Meeting authorizes 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 authorization 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 authorized to resolve on all terms and conditions of
the Directed Share Issue, within the limits of the abovementioned authorization,
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 January 2021.

The authorization 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. In case the General Meeting decides to
approve the authorization, this does not revoke the authorization for the share
issue granted to the Board of Directors in Annual General Meeting held on 19
March 2021.

In case the General Meeting approves the proposed authorization and 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.

c) Authorization of the Board of Directors to resolve on accepting the Company’s
own shares as pledge and to dispose of the pledged own shares

The Board of Directors proposes that the General Meeting authorizes 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 authorization, 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 authorization, 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 authorized 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
authorization includes the Board of Director’s right to resolve on any other
terms and conditions for the disposing of the pledged own shares.

The authorization 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. For the sake of clarity, it is noted
that if the General Meeting decides to approve the proposed authorization, it
will not revoke the authorization for acquiring and/or accepting shares as
pledge granted to the Board of Directors in the Annual General Meeting held on
19 March 2021.

7.
Closing of the meeting

B. Documents of the General Meeting
This notice, which contains all of the resolution proposals to the agenda of the
General Meeting, is available on the Company’s website at
www.enersense.com/general-meeting. Copies of this notice will be sent to
shareholders upon request. The minutes of the General Meeting will be available
on the above-mentioned website from 25 January 2022 onwards, at the latest.

C. Instructions for the participants in the General Meeting

The Company’s shareholders and their proxy representatives can participate in
the General Meeting and exercise shareholder rights only by voting in advance,
asking questions in advance and making possible counterproposals in advance in
accordance with the instructions set out below.

1.
The right to participate

Each shareholder, who is on the record date of the General Meeting on
29 December 2021 registered in the shareholders’ register of the Company held by
Euroclear Finland Oy, has the right to participate in the General Meeting. A
shareholder, whose shares are registered on their personal Finnish book-entry
account, is registered in the shareholders’ register of the Company. A
shareholder may only participate in the General Meeting by voting in advance and
by submitting counterproposals and asking questions in advance in accordance
with the instructions below.

2.
Registration and voting in advance

The registration for the General Meeting and advance voting will begin on
27 December 2021 at 4:00 p.m. (EET). A shareholder who is registered in the
shareholders’ register of the Company and who wishes to participate in the
General Meeting by voting in advance, shall register for the General Meeting and
vote in advance by 3 January 2022 at 4:00 p.m. (EET) by which time the
registration and votes must be received.

A shareholder whose shares are registered on the shareholder’s Finnish book
-entry account can register and vote in advance on certain matters on the agenda
of the General Meeting from 27 December 2021 at 4:00 p.m. (EET) until
3 January 2022 at 4:00 p.m. (EET) through the Company’s website at
www.enersense.com/general-meeting.

For natural persons, the electronic advance voting requires a secured strong
electronic authentiction and the shareholder may register and vote by logging in
with their Finnish online banking codes or a mobile certificate. 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.

If a shareholder participates in the General Meeting by way of advance voting,
voting in advance is considered as registration for the General Meeting if all
required information is given. Instructions for voting are available on the
Company’s website at www.enersense.com/general-meeting/.

Requested information shall be given by the shareholder or the proxy
representative in connection with the registration. The personal data given to
the Company or Euroclear Finland Oy is used only in connection with the General
Meeting and with the processing of related registrations. Further information on
how the Company processes personal data is available in the privacy notice
regarding the General Meeting, which is available at
www.enersense.com/investors/general-meeting/.

3.
Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
at the meeting by way of proxy representation. Shareholders, who do not vote in
advance, are requested, due to the COVID-19 pandemic, to exercise shareholders’
rights through a centralized proxy representative designated by the Company by
authorizing the Company’s Senior Legal Officer Eero Mäkelä, or a person
appointed by them, to represent them at the General Meeting in accordance with
the shareholder’s voting instructions. Also, the proxy representative of a
shareholder may only participate by voting in advance in the manner instructed
above.

A proxy representative shall provide a dated proxy document or otherwise in a
reliable manner demonstrate their right to represent the shareholder. Should a
shareholder participate in the General Meeting by means of several proxy
representatives representing 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.

Proxy and voting instruction templates will be available on the Company’s
website at www.enersense.com/general-meeting from 27 December 2021 onwards.
Proxy documents should be delivered to the Company by email to
yhtiokokous@enersense.com or by mail
to Enersense International Oyj / Yhtiökokous 2022, Konepajanranta 2, 28100 Pori,
Finland before the last date for registration on 3 January 2022 at 4:00 p.m.
(EET), by which time the proxy documents must be received.

If a shareholder delivers a proxy to the Company in accordance with the
applicable instructions before the expiry of the registration and advance voting
period, this constitutes due registration for the General Meeting, provided that
all required information is included in the proxy documents. Submitting a proxy
and voting instructions, that have been granted to the proxy representative
designated by the Company, before the end of the notification of participation
period constitutes both due registration for the General Meeting as well as
voting in advance, provided that the required information listed in this notice
is given.

4.
Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which the shareholder on the
record date of the General Meeting on 29 December 2021, would be entitled to be
registered in the shareholders’ register of the Company held by Euroclear
Finland Oy. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered into the shareholders’ register held by Euroclear Finland Oy at the
latest by 6 January 2022, 10:00 a.m. (EET). As regards nominee-registered shares
this constitutes due registration for the General Meeting. Changes in
shareholding after the record date do not affect the right to participate in the
meeting or the number of voting rights held in the meeting.

A holder of nominee-registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders’
register of the Company, the issuing of proxy documents and registration for the
General Meeting from their custodian bank. The account manager of the custodian
bank has to register a holder of nominee-registered shares, who wishes to
participate in the General Meeting, temporarily in the shareholders’ register of
the Company by the time stated above at the latest. In addition, the account
management organization of the custodian bank shall arrange advance voting on
behalf of the holders of nominee-registered shares within the registration
period for nominee-registered shares.

Further information will also be available on the Company’s website at
www.enersense.com/general-meeting.

5.
Other instructions and information

Shareholders who hold at least one hundredth of all shares in the Company are
entitled to make counterproposals subject to voting on the agenda points of the
General Meeting. Such counterproposals shall be delivered to the Company by
email to yhtiokokous@enersense.com no later than 23 December 2021 at 4:00 p.m.
(EET). In connection with making a counterproposal, shareholders are required to
provide adequate evidence of their shareholding. A counterproposal is eligible
for voting at the General Meeting if the shareholders who have made the
counterproposal have the right to attend the General Meeting and on the record
date of the General Meeting represent at least one hundredth of all shares in
the Company. If a counterproposal is not eligible for voting at the General
Meeting, the votes given in favour of such a counterproposal will not be taken
into account. The Company will publish potential counterproposals eligible for
voting on the Company’s website at www.enersense.com/general-meeting on
27 December 2021 at the latest.

A shareholder has the right to ask questions with respect to the matters to be
considered at the General Meeting pursuant to Chapter 5, Section 25 of the
Finnish Limited Liability Companies Act. Such questions must be sent by email to
yhtiokokous@enersense.com or by mail
to Enersense International Oyj / Yhtiökokous 2021, Konepajanranta 2, 28100 Pori,
Finland at the latest by 27 December 2021 at 4:00 p.m. (EET). Such questions by
shareholders, responses to such questions by the management of the Company as
well as other counterproposals than those eligible for voting will be available
on the Company’s website at www.enersense.com/general-meeting on 30 December
2021 at the latest. In connection with submitting counterproposals and asking
questions, shareholders are required to provide adequate evidence of their
shareholding.

On the date of this notice to the General Meeting 20 December 2021, the total
number of shares in Enersense International Plc is 13,397,729 shares, which
correspond to the same number of votes.

Pori, 20 December 2021

Enersense International Plc

Board of Directors

For more information, please contact:

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

Media contacts:

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

Enersense in brief:

Enersense International Plc is a provider of zero-emission energy solutions. The
company is strongly involved in supporting the ongoing energy transition and
enabling a zero-emission society. The Enersense Group’s turnover in 2020 was
around EUR 144 million. The pro forma turnover of the Enersense-Empower Group,
which was consolidated in 2020, was around EUR 241 million in 2020. The company
has around 2,000 employees, and it operates in Finland and internationally in
around 40 countries. Enersense’s share is listed on Nasdaq Helsinki (ESENSE).
The company’s website for investors can be found
at www.enersense.com/investors.