[DEFA14A] EnerSys, Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Nokia Corporation filed a Form 6-K on 23 June 2025 reporting a routine transfer of treasury shares.

The company delivered 113,390 Nokia (NOK) shares, free of charge, to participants in its equity-based incentive plans, executing a Board resolution dated 22 November 2024.

Following the transaction, Nokia retains 65,296,435 own shares in treasury. No cash consideration was involved and no additional financial metrics were disclosed. Given Nokia’s multi-billion share count, the transfer is immaterial and should not meaningfully affect earnings per share or shareholder value.

Insights

Corporate Governance Expert

TL;DR: Routine treasury share transfer under existing incentive plan; negligible dilution and cash impact; governance practices consistent with prior disclosures; investor effect immaterial.

The 113,390-share distribution fulfills previously approved equity compensation obligations. Such settlements are standard practice and signal adherence to transparent governance: shares are sourced from treasury, avoiding market purchases and limiting cost. Post-transfer treasury holdings remain robust at 65.3 million shares, so capital structure flexibility is preserved. With no cash outflow and dilution below one-hundredth of a percent, financial impact is effectively neutral. I classify the disclosure as procedural and not market-moving.

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P.O. BOX 8016, CARY, NC 27512-9903 EnerSys Annual Meeting of Stockholders Thursday, July 31, 2025 10:00 AM, Eastern Time Annual Meeting to be held live via the Internet—please visit www.proxydocs.com/ENS for more details. You must register to attend the meeting online and/or participate at www.proxydocs.com/ENS For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/ENS To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before July 21, 2025. Meeting Materials: Notice of Meeting and Proxy Statement & Annual Report on Form 10-K Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting To Be Held On July 31, 2025 For Stockholders as of record on June 4, 2025 To order paper materials, use one of the following methods. Internet: www.investorelections.com/ENS Call: 1-866-648-8133 Email: paper@investorelections.com * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. SEE REVERSE FOR FULL AGENDA Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved

EnerSys Annual Meeting of Stockholders THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ALL OF THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 PROPOSAL 1. Elect three (3) Class III director nominees 1.01 Howard I. Hoffen 1.02 Shawn M. O’Connell 1.03 Ronald P. Vargo 2. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered publicaccounting firm for fiscal year ending March 31, 2026. 3. An advisory vote to approve the compensation of EnerSys’ named executive officers.

FAQ

Why did Nokia (NOK) transfer 113,390 own shares on 23 June 2025?

The shares were issued without consideration to satisfy obligations under Nokia’s equity-based incentive plans, as authorized by the Board.

How many treasury shares does Nokia hold after the transaction?

After the transfer, Nokia holds 65,296,435 treasury shares.

Was any cash consideration involved in the share transfer?

No. The shares were transferred without consideration, meaning no cash changed hands.

When did the Board approve the share issuance for the incentive plans?

The Board resolution authorizing the issuance was made on 22 November 2024.

Will the transfer materially dilute existing shareholders?

No. The 113,390 shares represent a negligible fraction of Nokia’s total shares outstanding.