Enersense International Plc | Stock Exchange Release | February 12, 2026 at 08:35:00 EET
The shareholders of Enersense International Plc (“Enersense” or “Company”) are invited to the Annual General Meeting (“General Meeting”) to be held on Wednesday 1 April 2026 at 2:00 p.m. (EEST) at Eliel studio in Sanomatalo at the address Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets and serving of coffee will commence at 1:30 p.m.
Shareholders may also exercise their right to vote at the General Meeting by voting in advance. Instructions for advance voting are provided in section C.4. “Advance voting” of this General Meeting notice.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The following matters will be considered at the General Meeting:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the financial year 2025
- CEO’s review
The financial statements of Enersense, the report of the Board of Directors including the sustainability statement, the auditor’s report and the assurance opinion on the sustainability reporting will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 11 March 2026.
- Adoption of the financial statements
- Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The Board of Directors proposes to the General Meeting that the result for the financial year ended on 31 December 2025 be transferred to the profit and loss account for previous financial periods and that, based on the balance sheet to be adopted for the financial year, no dividends be paid.
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period 1 January 2025 to 31 December 2025
- Consideration of the remuneration report
The Board of Directors proposes that the General Meeting approve the remuneration report for the Company’s governing bodies for the financial year 2025. The resolution of the General Meeting on the approval of the remuneration report is advisory.
The remuneration report will be available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ at the latest on 11 March 2026.
- Consideration of the remuneration policy
The Board of Directors proposes that the General Meeting shall adopt the updated Remuneration Policy for the Company's governing bodies. The resolution of the General Meeting on the adoption of the updated Remuneration Policy is advisory. The Remuneration Policy was last time presented to the general meeting at the Annual General Meeting held on 4 April 2022.
The updated Remuneration Policy is available on the Company's website at www.enersense.com/investors/governance/general-meeting/ and has been published as an appendix to this notice.
- Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the fees to be paid to the members of the Board of Directors in the upcoming term of office will be kept unchanged and are as follows:
- annual fee of EUR 42,000 for the Chair
- annual fee of EUR 27,000 for each member
The Shareholders’ Nomination Board also proposes that the meeting fees remain unchanged and be paid for each meeting of the Board of Directors and its committees as follows:
- EUR 1,000 for Chairs of the Board of Directors and committees
- EUR 500 for other members
Travel expenses are proposed to be reimbursed in accordance with the Company’s current travel reimbursement policy.
- Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that the Board of Directors is composed of five (5) members.
- Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that, for the term of office lasting until the end of the Annual General Meeting 2027, Anders Dahlblom, Jan-Elof Cavander, Anna Miettinen and Jari Ålgars are re-elected as board members. In addition, the Shareholders’ Nomination Board proposes that Åsa Neving is elected as a new board member for the same period.
The current board member Sari Helander has announced that she is no longer available for re-election as member of the Board.
Åsa Neving (M.Sc Business Administration and Economics) has worked in various industries, and currently acting as interim CFO of Strukton Nordic. Previously, she has worked as CFO of Bravida Group from 2019–2025, CFO of Svevia Group from 2012–2019, and in several finance and business leadership positions at Vattenfall Group from 1996–2012. Neving has also served as a member of the Board of Directors of Adven Oy from 2017–2024.
Information on the proposed board members is available on Enersense's website www.enersense.com/investors/governance/general-meeting/.
The Board of Directors elects its Chair from among its members. The Shareholders’ Nomination Board recommends to the first meeting of the Board of Directors that Anders Dahlblom is re-elected as Chair of the Board of Directors.
The Shareholders’ Nomination Board suggests that the shareholders take a position on the composition of the Board of Directors as a whole. The Shareholders’ Nomination Board has considered the requirements set by Enersense’s strategy and operations, as well as the Board’s diversity principles, when preparing its proposals for the composition of the Board of Directors.
All candidates have given their consent to the position and the Nomination Board has assessed all candidates to be independent of the Company at the time of submitting the proposal. In addition, Anna Miettinen, Åsa Neving, and Jari Ålgars are independent of any significant shareholders. Anders Dahlblom and Jan-Elof Cavander are not independent of the Company’s significant shareholder as they are working as COOs of Virala Oy Ab, the parent company of Nidoco AB.
- Resolution on the remuneration of the auditor
On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the auditor’s remuneration be paid against the auditor’s invoice approved by the Audit Committee.
- Election of the auditor
On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that audit firm KPMG Oy Ab, who have named Authorized Public Accountant Heli Tuuri as the principal auditor, be re-elected as the Company’s auditor for the financial year 1 January – 31 December 2026. The term of office of the auditor ends at the close of the next Annual General Meeting.
The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation (537/2014). The Audit Committee hereby confirms that its recommendation is free from influence by a third party and that no clause referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the General Meeting as regards the appointment of the auditor, has been imposed upon it.
- Resolution on the remuneration of the sustainability reporting assurer
On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the statutory sustainability reporting assurer’s remuneration be paid against an invoice approved by the Audit Committee.
- Election of the sustainability reporting assurer
On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that the sustainability audit firm KPMG Oy Ab, who have named Authorized Public Accountant, Authorized Sustainability Auditor Heli Tuuri as the principally responsible sustainability reporting assurer, be elected as the Company’s statutory sustainability reporting assurer for the financial year 1 January – 31 December 2026.
- Authorizing the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorize the Board to decide on a paid share issue and on granting option rights and other special rights entitling to shares as set out in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, or on the combination of some of the aforementioned instruments in one or more tranches on the following terms and conditions:
A maximum of 1,649,250 new and/or treasury shares of the Company (including shares to be issued based on special rights) may be issued under the authorization, which corresponds to approximately 10 per cent of all shares in the Company at the time of the convocation of the General Meeting.
Within the limits of the foregoing authorization, the Board of Directors is given the right to decide on all terms and conditions for issuing shares and granting option rights and other special rights entitling to shares. The Board of Directors is authorized to decide 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 issuance of special rights entitling to shares may also take place as a directed issue in deviation of the shareholder’s pre-emptive right if the Company has a weighty financial reason for this under the Finnish Limited Liability Companies Act (directed issue). In that case, the authorization can be used to finance corporate acquisitions 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 authorization revokes the authorization granted by the Extraordinary General Meeting on 23 December 2022 to issue special rights entitling to shares and the authorization granted by the Annual General Meeting on 16 April 2025 to issue shares and to grant option rights and other special rights entitling to shares.
The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2027.
- Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares
The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares under the following conditions:
A maximum of 824,630 shares may be repurchased and/or accepted as pledge, which corresponds to approximately 5 per cent of all the shares in the Company at the time of the convocation of the General Meeting.
The shares will be purchased in trading organized by Nasdaq Helsinki Ltd at the market price on the date of repurchase.
Own shares may be repurchased and/or accepted as pledge in deviation from the shareholders’ proportional holdings (directed repurchase and/or directed acceptance as pledge) as set out in Chapter 15, Section 6 of the Finnish Limited Liability Companies Act.
The repurchase of shares reduces the Company’s unrestricted equity. The Board of Directors shall decide on the manner in which the shares are repurchased/or accepted as pledge.
The authorization is proposed to be effective until the close of the next Annual General Meeting, but no longer than until 30 June 2027.
- Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
This notice, which includes all proposals for decisions on the matters on the agenda of the General Meeting, as well as updated Remuneration Policy are available on the Company’s website at www.enersense.com/investors/governance/general-meeting/. The financial statements of Enersense, the consolidated financial statements, the report of the Board of Directors, sustainability statement, the auditor’s report, the assurance opinion on the sustainability reporting as well as the remuneration report will also be available on the Company’s website at the latest on 11 March 2026. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting. The minutes of the meeting will be available on the Company’s website at the latest on 15 April 2026.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Shareholders who are on the record date of the General Meeting, 20 March 2026, registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy are entitled to attend the meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts (including an equity savings account) are registered in the shareholders’ register of the Company.
Registration for the General Meeting begins on Friday 13 February 2026 at 2:00 p.m. (EET). Shareholders registered in the shareholders’ register of the Company, who wish to attend the General Meeting, must register for the meeting at the latest on Wednesday 25 March 2026 at 3:00 p.m. (EET), by which time the Company must have received the registration. Registration for the General Meeting takes place:
a) through the Company’s website at the address www.enersense.com/investors/governance/general-meeting/. Electronic registration requires strong electronic identification by the shareholder or their legal representative or proxy using a Finnish, Swedish or Danish banking code or mobile ID. If a shareholder uses the Suomi.fi e-Authorization, registration requires strong electronic authentication of the authorized person by using a banking code or mobile ID.
b) by e-mail to Innovatics Oy at agm@innovatics.fi. When registering, the shareholder must include in the e-mail message the registration form and possible advance voting form available on the Company’s website www.enersense.com/investors/governance/general-meeting/, or corresponding information.
c) by letter to Innovatics Oy at the address Innovatics Oy, General Meeting / Enersense International Plc, Ratamestarinkatu 13 A, 00520 Helsinki. When registering, the shareholder shall enclose with the letter the registration form and possible advance voting form available on the Company’s website www.enersense.com/investors/governance/general-meeting/, or corresponding information.
Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.
When registering, the requested information, such as the shareholder’s name, date of birth or business ID, address, telephone number and/or e-mail address as well as the name of a possible assistant, legal representative or proxy representative attending the General Meeting and date of birth, telephone number and/or e-mail address of the legal representative or proxy representative must be provided. The personal data provided will only be used in connection with the General Meeting and in processing the necessary registrations related to the meeting. Further information on the processing of personal data is available on the Company’s website www.enersense.com/investors/governance/general-meeting/.
Further information related to registration and advance voting is available by telephone during the registration period for the General Meeting from Innovatics Oy from the telephone number 010 2818 909 on workdays at 9 a.m. to 12 noon (EET) and from 1 p.m. to 4 p.m. (EET).
The shareholder, their representative or proxy representative shall, where necessary, be able to prove their identity and/or right of representation at the venue of the meeting.
- Holders 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 the shareholder would be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the General Meeting, 20 March 2026. The right to participate in the General Meeting further requires that, on the basis of such shares, the shareholder has been registered in the temporary shareholders’ register maintained by Euroclear Finland Oy at the latest on 27 March 2026 by 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 of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.
Holders of nominee-registered shares are advised to request the necessary instructions regarding temporary registration in the shareholders’ register of the Company, issuing of proxy documents and voting instructions, registration and attendance at the General Meeting as well as advance voting, if necessary, from their custodian banks well before the meeting. The account management organisation of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the General Meeting in the temporary shareholders’ register of the Company at the latest by the time stated above i.e. no later than 27 March 2026 at 10:00 a.m. (EET) and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. For the sake of clarity, it is noted that holders of nominee-registered shares cannot register for the General Meeting directly on the Company’s website, but the registration must be made through the custodian bank.
The consideration of any voting instructions of a nominee-registered shareholder at the General Meeting requires that the shareholder has registered for the General Meeting and that the shareholder is present or represented at the meeting.
- Proxy representative and proxy documents
A shareholder may participate in the General Meeting, and exercise their rights at the meeting, by way of proxy representation. A shareholder’s proxy representative may also elect to vote in advance as described in this notice if they so wish. If a proxy representative registers electronically for the General Meeting on the Company's website, proxy representatives must identify themselves in the electronic registration service and for advance voting personally by strong electronic identification, after which they will be able to register on behalf of the shareholder they represent. The same applies to electronic advance voting.
The shareholder’s proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilising the Suomi.fi e-Authorizations service available in the electronic registration service at www.suomi.fi/e-authorizations.
A model proxy authorization document and voting instructions will be available on the Company's website at www.enersense.com/investors/governance/general-meeting/ by 13 February 2026 at 2:00 p.m. (EET) at the latest. If a shareholder participates in a General Meeting through several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents shall be delivered primarily as attached files in connection with electronic registration or alternatively by mail to the address Innovatics Ltd, Annual General Meeting/Enersense International Plc, Ratamestarinkatu 13 A, 00520 Helsinki, or by e-mail to the address agm@innovatics.fi before the last date of registration. In addition to delivering the proxy documents, the shareholder or their proxy representative shall attend to the registration for the General Meeting as specified above in this notice.
4. Advance voting
A shareholder whose shares in the Company are registered in their personal Finnish book-entry account (including an equity savings account) may vote in advance between 13 February 2026 at 2:00 p.m. (EET) and 25 March 2026 at 3 p.m. (EET) on certain items on the agenda of the General Meeting in the following ways:
a) via the Company’s website at www.enersense.com/investors/governance/general-meeting/. Login to the service is done in the same way as for registration in section C.1. “Shareholders registered in the shareholders’ register” of this notice
b) by mail by submitting the advance voting form available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Enersense International Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland
c) or by e-mail by submitting the advance voting form available on the Company’s website at www.enersense.com/investors/governance/general-meeting/ or equivalent information to Innovatics Oy by e-mail at agm@innovatics.fi.
The advance voting form will be available on the Company's website at www.enersense.com/investors/governance/general-meeting/ at the latest on 13 February 2026 at 2:00 p.m. (EET).
Advance votes must be received by the time the advance voting ends. The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that the advance voting form contains the information required for registration as stated in section C.1. “Shareholders registered in the shareholders’ register”of this notice.
Shareholders who have voted in advance cannot exercise other rights under the Finnish Limited Liability Companies Act, such as the right to ask questions, the right to make proposals or demand a vote, or the right to vote on any other possible proposals made at the General Meeting, unless they or their proxy representative attend the General Meeting at the meeting venue.
With respect to nominee-registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.
5. Other instructions and information
The language of the meeting is Finnish. Interpretation into English will be available at the meeting venue.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
Information concerning the General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the Company's website at www.enersense.com/investors/governance/general-meeting/.
Changes in shareholding after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of voting rights held by a shareholder in the meeting.
On the date of this notice of the General Meeting, 12 February 2026, the total number of shares in Enersense International Plc, and votes represented by such shares, is 16,492,527. On the date of this notice, the Company holds a total of 187,713 treasury shares, in respect of which voting rights cannot be exercised at the General Meeting.
In Pori on 12 February 2026
ENERSENSE INTERNATIONAL PLC
Board of Directors
More information:
Liisi Tamminen
Head of Communications and Sustainability
Tel. +358 44 222 5552
liisi.tamminen@enersense.com
DISTRIBUTION:
Nasdaq Helsinki
Key media
www.enersense.com