Resolutions of Enersense’s Annual General Meeting and the organizing meeting of the Board of Directors

The Annual General Meeting approved all proposals made by the Shareholders’ Nomination Board and the Board of Directors to the Annual General Meeting.

Adoption of the financial statements

The Annual General Meeting resolved to adopt the financial statements, which include the consolidated financial statements, for the financial year 2025.

Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Annual General Meeting resolved 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 period, no dividends be paid to shareholders.

Discharge of the members of the Board of Directors and the CEO from liability

The Annual General Meeting resolved to discharge all persons that had acted as members of the Board of Directors or as CEO from liability for the financial year 1 January 2025 to 31 December 2025.

Consideration of the remuneration report and the remuneration policy

The Annual General Meeting approved the remuneration report for the Company’s governing bodies for the financial year 2025 as well as adopted the remuneration policy for the Company’s governing bodies. The resolutions of the General Meeting concerning the remuneration report and the remuneration policy are advisory in accordance with the Finnish Limited Liability Companies Act.

Remuneration of the members of the Board of Directors

The Annual General Meeting resolved that the following annual remuneration shall be paid to the members of the Board of Directors:

• annual fee of EUR 42,000 for the Chair;
• annual fee of EUR 27,000 for each member.

In addition, the Annual General Meeting resolved that the following meeting fees for each meeting of the Board of Directors and committees shall be paid:

• EUR 1,000 for Chairs of the Board of Directors and committees;
• EUR 500 for other members.

Furthermore, travel expenses are reimbursed in accordance with the Company’s current travel reimbursement policy.

Number of members and election of the members of the Board of Directors

The Annual General Meeting resolved that the number of members of the Board of Directors shall be five (5).

The Annual General Meeting resolved to re-elect Anders Dahlblom, Jan-Elof Cavander, Anna Miettinen and Jari Ålgars as members of the Board of Directors, and Åsa Neving was elected as a new member of the Board of Directors.

Election and remuneration of the auditor

The Annual General Meeting resolved to re-elect audit firm KPMG Oy Ab as the auditor of the Company. Heli Tuuri, Authorized Public Accountant, shall be the principal auditor. The term of office of the auditor ends at the close of the next Annual General Meeting. The auditor’s remuneration shall be paid against the auditor’s invoice approved by the Audit Committee.

Election and remuneration of the sustainability reporting assurer

The Annual General Meeting resolved to elect sustainability audit firm KPMG Oy Ab as the Company’s statutory sustainability reporting assurer for the financial year 1 January – 31 December 2026. Heli Tuuri, Authorized Public Accountant, Authorized Sustainability Auditor, shall be the principally responsible sustainability reporting assurer. The statutory sustainability reporting assurer’s remuneration shall be paid against an invoice approved by the Audit Committee.

Authorizing the Board of Directors to decide on a share issue and on granting option rights and other special rights entitling to shares

The Annual General Meeting authorized the Board of Directors 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 shall remain in force 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 Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or 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). 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 and/or accepted as pledge.

The authorization shall remain in force until the close of the next Annual General Meeting, but no longer than until 30 June 2027.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting shall be available on the Company’s website on 15 April 2026 at the latest.

Organizing meeting of the Board of Directors

The Board of Directors, which convened after the Annual General Meeting, elected Anders Dahlblom as the Chair of the Board of Directors. In addition, the Board of Directors elected the members of the Audit Committee and the Remuneration Committee from among its members.

Jari Ålgars was elected as the Chair of the Audit Committee and Jan-Elof Cavander and Åsa Neving as members of the Audit Committee.

Anders Dahlblom was elected as the Chair of the Remuneration Committee and Anna Miettinen and Jari Ålgars were elected as members of the Remuneration Committee.

The Board of Directors has assessed the independence of its members and concluded that all members of the Board are independent of the Company. 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.

ENERSENSE INTERNATIONAL PLC

Board of Directors

Further information:

Liisi Tamminen, VP, Communications, Investor Relations and Sustainability
Tel. +358 44 222 5552
liisi.tamminen@enersense.com

Distribution:
Nasdaq Helsinki
Key media
www.enersense.com