Enersense International PlcStock Barter Release, 20 December at 9:45 a.m.
Notice is accustomed to the shareholders of Enersense International Plc (the “Company”) to the Amazing Accustomed Affair (the “General Meeting”) to be captivated on Tuesday 11 January 2022 at 10:00 a.m. (EET) at the appointment of Hannes Snellman Attorneys Ltd at Eteläesplanadi 20, 00130 Helsinki, Finland. The Company’s shareholders and their proxy assembly may participate in the Accustomed Affair and exercise actor rights alone by voting in beforehand and by authoritative counterproposals and appointment questions in beforehand in accordance with this notice. Shareholders and their proxy assembly may not participate in the Accustomed Affair at the affair venue. Instructions for shareholders are provided in area C of this apprehension and on the Company’s website.
The Board of Directors of the Aggregation has bound on aberrant affair procedures based on the alleged acting act (375/2021) that came into force on 8 May 2021. In adjustment to anticipate the beforehand of the COVID-19 pandemic, the Aggregation has bound to booty the measures accustomed by said legislation so that the Accustomed Affair can be captivated in a anticipated address while ensuring the bloom and assurance of the shareholders, the Company’s advisers and added stakeholders.
A. Affairs on the calendar of the Accustomed Meeting
At the Accustomed Meeting, the afterward affairs will be considered:
1.Opening of the meeting
2.Calling the affair to order
Attorney-at-law Riikka Rannikko will serve as the administrator of the meeting. In the accident Riikka Rannikko is prevented from confined as the administrator for a beefy reason, the Board of Directors will accredit the actuality they annual the best acceptable to serve as the chairperson.
3.Election of bodies to analyze the annual and to administer the counting of votes
The Company’s SVP, Acknowledged Johanna Nurkkala will analyze the annual and administer the counting of the votes. In the accident Johanna Nurkkala is prevented from analytical the annual and authoritative the counting of votes for a beefy reason, the Board of Directors will accredit the actuality they annual the best acceptable to analyze the annual and administer the counting of votes.
4.Recording the apology of the meeting
5.Recording the appearance at the affair and accepting of the annual of votes
Shareholders who acquire voted in beforehand aural the beforehand voting aeon and who are advantaged to participate in the Accustomed Affair in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Companies Act will be accounted shareholders accommodating in the meeting. The annual of votes will be adopted according to the advice provided by Euroclear Finland Oy.
6.Resolutions apropos the accretion of shares in Megawind Ltd
The Aggregation has on 20 December 2021 appear by way of a abstracted banal barter absolution to acquire active an acceding on the accretion of the shares entitling to votes in the Finnish onshore wind ability developer Megawind Ltd from the company’s absolute shareholders for a acquirement amount of EUR 18.5 actor (the “Acquisition”). The acquirement amount will be paid as allotment application to the absolute shareholders of Megawind Ltd. The agreed allotment application consists of new shares in the Aggregation to be issued through a directed allotment issue. The cardinal of new shares will be bent bristles (5) business canicule above-mentioned to the achievement of the Accretion based on the 25-day aggregate abounding boilerplate allotment amount (VWAP) of the Company’s allotment on Nasdaq Helsinki Ltd (i.e. a aeon basic thirty (30) canicule and catastrophe bristles (5) canicule above-mentioned to the achievement of the Acquisition.) The cable amount of the new shares (per share) is the aperture amount of the Company’s allotment on Nasdaq Helsinki Ltd on the achievement date of the Acquisition. The best cardinal of new shares is bound to about 20 per cent of the accustomed cardinal of shares in the Aggregation (i.e. 2,675,000 new shares) (the “Directed Allotment Issue”). In accession to the acquirement price, the Aggregation and absolute shareholders of Megawind Ltd acquire agreed that the accessible aberration amid the acquirement amount and amount of shares issued in the Directed Allotment Affair shall be paid in cash. For the annual of clarity, it is acclaimed that the absolute shareholders of Megawind Ltd shall abide shareholders of a new allotment chic of Megawind Ltd, such shares not actuality advantaged to votes, aloft the achievement of the Acquisition. Said shareholders are alone advantaged to assets based on profits from the auction of assertive approaching projects pursuant to the shares not advantaged to votes. These Megawind Ltd shares not advantaged to votes do not acquire rights to any added administration of funds nor added rights accompanying to Megawind Ltd. The adjustment has been declared in added detail in the Company’s banal barter absolution appear on 20 December 2021.
The achievement of the Accretion is accountable to, amid others, the resolution of the Company’s amazing accustomed affair alteration the Articles of Association, acceding the Board of Directors to boldness on the arising of shares and acceding the Board of Directors to acquire the Company’s own shares as agreement and to actuate of the apprenticed own shares. The Accretion and altitude of the Accretion are declared in added detail in the Company’s banal barter absolution appear on 20 December 2021. The Accretion is brash to be completed in January 2022.
In adjustment to complete the Acquisition, the Board of Directors of the Aggregation proposes to the Accustomed Affair that it (a) apology area 3 of the Articles of Association of the Company, (b) authorizes the Board of Directors of the Aggregation to boldness on the Directed Allotment Affair and, codicillary aloft the achievement of the Acquisition, (c) authorizes the Board of Directors of the Aggregation to acquire the Company’s own shares as agreement and to actuate of the apprenticed own shares.
a) Amendment of the Area 3 of the Articles of Association
The Board of Directors proposes that area 3 of the Articles of Association apropos the Company’s band of business would be adapted to apprehend as follows:
“3. The aggregation produces, transfers, distributes and sells, either apart or through its subsidiaries and affiliates, energy, activity accessories and appliances, and casework for the activity sector, industry, construction, installation, maintenance, software industry, abstracts adjustment industry and abstracts communications sector, and engages in consulting, activity planning, activity developing, importing, and agent leasing and recruitment, decidedly in the aloft sectors, in Finland and added countries. For its operations, the aggregation may own and ascendancy properties, shares, participations and added securities, as able-bodied as added assets appropriate in its sector.”
b) Allotment of the Board of Directors to boldness on a directed allotment issue
The Board of Directors proposes that the Accustomed Affair authorizes the Board of Directors to boldness on a directed allotment affair abnormal from the shareholder’s pre-emptive right. Pursuant to the Finnish Companies Act, the aberration requires that there is a beefy cyberbanking acumen for the Company.
The shares issued by advantage of the allotment would be issued aloft the fulfilment of the agreement and altitude for the Accretion to the absolute shareholders of Megawind Ltd in admeasurement to their shares advantaged to votes of Megawind Ltd awash as a allotment of the Acquisition. The best cardinal of new shares to be issued in the Directed Allotment Affair is 2,675,000, which corresponds to about 19.9 per cent of the accustomed cardinal of shares in the Company, and which corresponds to about a best of 16.6 per cent of all shares in the Aggregation aloft achievement of the Acquisition.
The Board of Directors is accustomed to boldness on all agreement and altitude of the Directed Allotment Issue, aural the banned of the abovementioned authorization, including the belief for free the cable amount and that the cable amount can be paid not alone in banknote but additionally absolutely or partially with added assets. The attempt agreed aloft in the Accretion apropos the assurance of the cable amount and for the cardinal of new shares are declared in the banal barter absolution appear on 20 January 2021.
The allotment is accurate until the closing of the Annual Accustomed Affair of the Aggregation to be captivated in the bounce of 2022 and it cannot be acclimated to any added purpose than commutual the Acquisition. In case the Accustomed Affair decides to acquire the authorization, this does not abjure the allotment for the allotment affair accustomed to the Board of Directors in Annual Accustomed Affair captivated on 19 March 2021.
In case the Accustomed Affair approves the proposed allotment and if the Accretion is completed, the Aggregation will administer for the advertisement of shares issued through the Directed Allotment Affair on the official annual of Nasdaq Helsinki Ltd.
c) Allotment of the Board of Directors to boldness on accepting the Company’s own shares as agreement and to actuate of the apprenticed own shares
The Board of Directors proposes that the Accustomed Affair authorizes the Board of Directors to boldness on the accepting of the Company’s own shares as agreement and to actuate of the apprenticed own shares pursuant to the afterward agreement and conditions:
Based on the authorization, the Board of Directors may acquire a best of 668 750 of the Company’s own shares as pledge, however, no added than 10 per cent of all shares in the Company. Own shares may be accustomed as agreement added than in admeasurement of the backing of shareholders (acceptance of directed pledge). The Board of Directors resolves on the agreement and altitude beneath which the shares are accustomed as pledge.
In addition, by advantage of the authorization, the Board of Directors may boldness to actuate of a best of 668 750 of the Company’s own shares in affiliation with the accessible administration of the alliance arrangement. The Board of Directors is accustomed to boldness on to who and in what adjustment the Company’s own shares are disposed. The Board of Directors may boldness to actuate the shares added than in the admeasurement of the shareholder’s appropriate to acquirement the Company’s own shares. Shares can be disposed of in the address and to the admeasurement bound aloft by the Board of Directors. The Board of Directors additionally has the appropriate to boldness on affairs the apprenticed own shares through accessible trading. The allotment includes the Board of Director’s appropriate to boldness on any added agreement and altitude for the administration of the apprenticed own shares.
The allotment is accurate until 29 June 2023 and it cannot be acclimated for any added purpose than accepting the shares issued through the Directed Allotment Affair as agreement and administration of the own shares. For the annual of clarity, it is acclaimed that if the Accustomed Affair decides to acquire the proposed authorization, it will not abjure the allotment for accepting and/or accepting shares as agreement accustomed to the Board of Directors in the Annual Accustomed Affair captivated on 19 March 2021.
7.Closing of the meeting
B. Abstracts of the Accustomed MeetingThis notice, which contains all of the resolution proposals to the calendar of the Accustomed Meeting, is accessible on the Company’s website at www.enersense.com/general-meeting. Copies of this apprehension will be beatific to shareholders aloft request. The annual of the Accustomed Affair will be accessible on the above-mentioned website from 25 January 2022 onwards, at the latest.
C. Instructions for the participants in the Accustomed Meeting
The Company’s shareholders and their proxy assembly can participate in the Accustomed Affair and exercise actor rights alone by voting in advance, allurement questions in beforehand and authoritative accessible counterproposals in beforehand in accordance with the instructions set out below.
1.The appropriate to participate
Each shareholder, who is on the almanac date of the Accustomed Affair on 29 December 2021 registered in the shareholders’ annals of the Aggregation captivated by Euroclear Finland Oy, has the appropriate to participate in the Accustomed Meeting. A shareholder, whose shares are registered on their claimed Finnish book-entry account, is registered in the shareholders’ annals of the Company. A actor may alone participate in the Accustomed Affair by voting in beforehand and by appointment counterproposals and allurement questions in beforehand in accordance with the instructions below.
2.Registration and voting in advance
The allotment for the Accustomed Affair and beforehand voting will activate on 27 December 2021 at 4:00 p.m. (EET). A actor who is registered in the shareholders’ annals of the Aggregation and who wishes to participate in the Accustomed Affair by voting in advance, shall annals for the Accustomed Affair and vote in beforehand by 3 January 2022 at 4:00 p.m. (EET) by which time the allotment and votes charge be received.
A actor whose shares are registered on the shareholder’s Finnish book-entry annual can annals and vote in beforehand on assertive affairs on the calendar of the Accustomed Affair 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 accustomed persons, the cyberbanking beforehand voting requires a anchored able cyberbanking authentiction and the actor may annals and vote by logging in with their Finnish online cyberbanking codes or a adaptable certificate. For shareholders that are acknowledged persons, no able cyberbanking affidavit is required. However, shareholders that are acknowledged bodies charge acquaint their book-entry annual cardinal and added appropriate information.
If a actor participates in the Accustomed Affair by way of beforehand voting, voting in beforehand is brash as allotment for the Accustomed Affair if all appropriate advice is given. Instructions for voting are accessible on the Company’s website at www.enersense.com/general-meeting/.
Requested advice shall be accustomed by the actor or the proxy adumbrative in affiliation with the registration. The claimed abstracts accustomed to the Aggregation or Euroclear Finland Oy is acclimated alone in affiliation with the Accustomed Affair and with the processing of accompanying registrations. Further advice on how the Aggregation processes claimed abstracts is accessible in the aloofness apprehension apropos the Accustomed Meeting, which is accessible at www.enersense.com/investors/general-meeting/.
3.Proxy adumbrative and admiral of attorney
A actor may participate in the Accustomed Affair and exercise their rights at the affair 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 adumbrative appointed by the Aggregation by acceding the Company’s Senior Acknowledged Officer Eero Mäkelä, or a actuality appointed by them, to represent them at the Accustomed Affair in accordance with the shareholder’s voting instructions. Also, the proxy adumbrative of a actor may alone participate by voting in beforehand in the address instructed above.
A proxy adumbrative shall accommodate a anachronous proxy certificate or contrarily in a reliable address authenticate their appropriate to represent the shareholder. Should a actor participate in the Accustomed Affair by agency of several proxy assembly apery the actor with shares in altered book-entry accounts, the shares by which anniversary proxy adumbrative represents the actor shall be articular in affiliation with the registration.
Proxy and voting apprenticeship templates will be accessible on the Company’s website at www.enersense.com/general-meeting from 27 December 2021 onwards. Proxy abstracts should be delivered to the Aggregation by email to [email protected] by mail to Enersense International Oyj / Yhtiökokous 2022, Konepajanranta 2, 28100 Pori, Finland afore the aftermost date for allotment on 3 January 2022 at 4:00 p.m. (EET), by which time the proxy abstracts charge be received.
If a actor delivers a proxy to the Aggregation in accordance with the applicative instructions afore the accomplishment of the allotment and beforehand voting period, this constitutes due allotment for the Accustomed Meeting, provided that all appropriate advice is included in the proxy documents. Appointment a proxy and voting instructions, that acquire been accustomed to the proxy adumbrative appointed by the Company, afore the end of the notification of accord aeon constitutes both due allotment for the Accustomed Affair as able-bodied as voting in advance, provided that the appropriate advice listed in this apprehension is given.
4.Holder of nominee-registered shares
A holder of nominee-registered shares has the appropriate to participate in the Accustomed Affair by advantage of such shares, based on which the actor on the almanac date of the Accustomed Affair on 29 December 2021, would be advantaged to be registered in the shareholders’ annals of the Aggregation captivated by Euroclear Finland Oy. The appropriate to participate in the Accustomed Affair requires, in addition, that the actor on the base of such shares has been briefly registered into the shareholders’ annals captivated by Euroclear Finland Oy at the latest by 6 January 2022, 10:00 a.m. (EET). As commendations nominee-registered shares this constitutes due allotment for the Accustomed Meeting. Changes in shareholding afterwards the almanac date do not affect the appropriate to participate in the affair or the cardinal of voting rights captivated in the meeting.
A holder of nominee-registered shares is brash to appeal after adjournment all-important instructions apropos the acting allotment in the shareholders’ annals of the Company, the arising of proxy abstracts and allotment for the Accustomed Affair from their babysitter bank. The annual administrator of the babysitter coffer has to annals a holder of nominee-registered shares, who wishes to participate in the Accustomed Meeting, briefly in the shareholders’ annals of the Aggregation by the time declared aloft at the latest. In addition, the annual administration alignment of the babysitter coffer shall align beforehand voting on annual of the holders of nominee-registered shares aural the allotment aeon for nominee-registered shares.
Further advice will additionally be accessible on the Company’s website at www.enersense.com/general-meeting.
5.Other instructions and information
Shareholders who authority at atomic one hundredth of all shares in the Aggregation are advantaged to accomplish counterproposals accountable to voting on the calendar credibility of the Accustomed Meeting. Such counterproposals shall be delivered to the Aggregation by email to [email protected] after than 23 December 2021 at 4:00 p.m. (EET). In affiliation with authoritative a counterproposal, shareholders are appropriate to accommodate able affirmation of their shareholding. A counterproposal is acceptable for voting at the Accustomed Affair if the shareholders who acquire fabricated the counterproposal acquire the appropriate to appear the Accustomed Affair and on the almanac date of the Accustomed Affair represent at atomic one hundredth of all shares in the Company. If a counterproposal is not acceptable for voting at the Accustomed Meeting, the votes accustomed in favour of such a counterproposal will not be taken into account. The Aggregation will broadcast abeyant counterproposals acceptable for voting on the Company’s website at www.enersense.com/general-meeting on 27 December 2021 at the latest.
A actor has the appropriate to ask questions with account to the affairs to be brash at the Accustomed Affair pursuant to Chapter 5, Area 25 of the Finnish Bound Liability Companies Act. Such questions charge be beatific by email to [email protected] 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 administration of the Aggregation as able-bodied as added counterproposals than those acceptable for voting will be accessible on the Company’s website at www.enersense.com/general-meeting on 30 December 2021 at the latest. In affiliation with appointment counterproposals and allurement questions, shareholders are appropriate to accommodate able affirmation of their shareholding.
On the date of this apprehension to the Accustomed Affair 20 December 2021, the absolute cardinal of shares in Enersense International Plc is 13,397,729 shares, which accord to the aforementioned cardinal of votes.
Pori, 20 December 2021
Enersense International Plc
Board of Directors
https://news.cision.com/enersense-international-oyj/r/notice-to-the-extraordinary-general-meeting-of-enersense-international-plc,c3475281
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