20.11.2024 13:35:49 EET | Duell Oyj | Company Announcement

Duell Corporation’s (“Duell” or the “Company”) Annual General Meeting was held on November 20, 2024 in Helsinki. The Annual General Meeting adopted all the proposals of the Board of Directors and/or the shareholders to the Annual General Meeting.

Financial statements and dividend

The Annual General Meeting adopted the financial statements, annual report and audit report as well as consolidated financial statements for the financial year from 1 September 2023 to 31 August 2024 and resolved that the parent company’s loss for the financial year amounting to EUR -2,648,179 will be transferred to the retained earnings account and that no dividend will be distributed.

Deciding on discharge from liability

The Annual General Meeting resolved to discharge from liability the members of the Board of Directors and the persons acting as CEO for the financial year from 1 September 2023 to 31 August 2024.

Remuneration report for governing bodies

The Annual General Meeting confirmed the remuneration report presented to the Annual General Meeting. The resolution on the remuneration report is advisory in accordance with the Limited Liability Companies Act.

Remuneration policy for governing bodies

The Annual General Meeting approved the remuneration policy presented to the Annual General Meeting. The resolution on the remuneration policy is advisory in accordance with the Limited Liability Companies Act.

Remuneration of the members of the Board of Directors

The Annual General Meeting resolved that the members of the Board of Directors are paid following monthly compensation:

• Chair of the Board of Directors: EUR 4,000;
• Deputy Chair of the Board of Directors: EUR 3,000; and
• other members of the Board of Directors: EUR 2,000.

Members of Committees are paid the following meeting fees:

• Chair of a Committee: EUR 1,000 per meeting, however, only if a member of the Board of Directors other than the Chair or Deputy Chair of the Board of Directors acts as the Chair of the Committee;
• and other members of Committees: EUR 500 per meeting.

In addition, reasonable travel expenses incurred by members of the Board of Directors from meetings will be reimbursed in accordance with the Company’s travel policy.

Number of members of the Board of Directors

Annual General Meeting resolved that the number of ordinary members of the Board of Directors be five(5) for the term of office of members of the Board of Directors that ends at the close of the Annual General Meeting following their election.

Members of the Board of Directors

The Annual General Meeting re-elected the current members Anna Hyvönen, Kim Ignatius, Niko Mokkila and Anu Ora to the Board of Directors and elected Axel Lindholm as a new member to the Board of Directors for the term of office of the Board of Directors that ends at the close of the Annual General Meeting following their election.

Auditor and remuneration of the auditor

The Annual General Meeting re-elected Authorized Public Accounting firm KPMG Oy Ab as the auditor of the Company for the term of office of the auditor that ends at the close of the Annual General Meeting following the election of the auditor. Authorized Public Accountant Mari Kaasalainen will act as the responsible auditor. The auditor’s fee and travel expenses shall be reimbursed according to the auditor’s invoice approved by the Board of Directors.

Authorization of the Board of Directors fo decide on the repurchase of own shares

The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of own shares as follows.

The aggregate amount of own shares to be repurchased based on the authorization shall be the maximum of 103,854,611, which corresponds to approximately 10 per cent of all of the shares in the Company as at the date of the notice to the General Meeting. The authorization is, however, limited to 10 per cent of the Company’s actual total number of shares so that if the reverse split in accordance with agenda item 19 to the notice to the General Meeting is completed, the maximum number of shares that may be repurchased based on this authorization will be reduced to the nearest whole number corresponding to 10 per cent of the Company’s total number of shares following the reverse split.

Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors shall decide how own shares will be repurchased. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

Own shares can be repurchased to limit the dilutive effects of issuances of shares carried out in connection with possible acquisitions, to develop the Company’s capital structure, to be transferred for financing or execution of possible acquisitions, to be used in incentive arrangements or to be cancelled, provided that the repurchase is in the interest of the Company and its shareholders.

The authorization is effective until the close of the next Annual General Meeting, however no longer than until December 31, 2025.

Authorization of the Board of Directors to resolve on share issues

The Annual General Meeting authorized the Board of Directors to resolve on the issuance of shares in one or several parts, either against payment or without payment as follows.

The aggregate amount of shares that may be issued based on the authorization shall be the maximum of 103,854,611 shares, which corresponds to approximately 10 per cent of all of the shares in the Company as at the date of the notice to the General Meeting. The authorization is, however, limited to 10 per cent of the Company’s actual total number of shares so that if the reverse split in accordance with agenda item 19 to the notice to the General Meeting is completed, the maximum number of shares that may be issued based on this authorization will be reduced to the nearest whole number corresponding to 10 per cent of the Company’s total number of shares following the reverse split.

Shares may be issued to develop the Company’s capital structure, to finance or execute possible acquisitions and to be used in incentive arrangements, provided that the issue of shares or special rights is in the interest of the Company and its shareholders.

The Board of Directors shall resolve on all the conditions of the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue). The authorization concerns both the issuance of new shares as well as the transfer of treasury shares.

The authorization is effective until the close of the next Annual General Meeting, however no longer than until December 31, 2025.

The authorization replaces the share issue authorization granted by the Annual General Meeting held on December 5, 2023.

Reverse split and related directed share issue and redemption of shares

The Annual General Meeting resolved on the combination of shares, i.e., the reduction of the number of shares (a so called reverse split) as follows.

The combination of shares will be implemented by issuing new shares in the Company without consideration and by redeeming shares in the Company without consideration so that after carrying out the arrangements, each existing 200 shares in the Company will correspond to one (1) share in the Company. The current total number of shares in the Company is 1,038,546,116.

The Board of Directors had proposed the combination of shares to the Annual General Meeting, because, among other things, it would increase the value of a single share and facilitate trading conditions of the Company’s shares and improve price formation of the Company’s shares. The redemption of shares required in connection with the combination of shares could not be carried out at a sufficiently high redemption ratio, without a simultaneous directed share issue without consideration. The Board of Directors had considered that the combination of shares is in the interest of the Company and all its shareholders and that there is thus a special weighty economic reason for the Combination of the shares and the related share issue and redemption of shares from the perspective of the Company and considering the interests of all its shareholders. The arrangement will not affect the equity of the Company.

In order to avoid the creation of fractions of shares, the General Meeting authorized the Board of Directors to resolve on a directed share issue without consideration, in which new shares in the Company are issued in such manner that the number of shares in each book-entry account in which Duell’s shares are held is divisible by 200 on the Combination Date (as defined below). Therefore, the theoretical maximum number of new shares is the amount resulting from multiplying the total number of such book-entry accounts on the Combination Date by 199. Based on an assessment made based on the situation preceding the notice to the Annual General Meeting, the maximum number of new shares to be issued under the authorization would be approximately 300,000 shares, but to ensure the feasibility of implementing the share combination arrangement, the maximum number of new shares to be issued in the share issue was resolved to be 900,000 shares. The Board of Directors was authorized to resolve on all other matters related to the issuance of shares without consideration.

Simultaneously with the issuance of shares in the Company described above, the Company redeems on the Combination Date without consideration from each shareholder’s book-entry account a number of shares determined by multiplying the number of shares held in each book-entry account by 199/200 (“Redemption Ratio”). Thus, for each 200 share in the Company, 199 shares in the Company will be redeemed. Based on the situation preceding the notice to the Annual General Meeting, the number of shares to be redeemed would be approximately 1.03 billion shares. The Board of Directors has the right to resolve on all other matters with respect to the redemption of shares. The shares redeemed in connection with the combination of shares will be cancelled immediately upon redemption and they will not increase the number of own shares held by the Company. In connection with the combination measures, the shares held by the Company will also be cancelled so that the number of own shares held by the Company and the total number of shares in the Company will be divisible by 200 and the number of own shares held by the Company will be reduced in connection with the combination of shares in proportion to the Redemption Ratio.

The combination of shares will be executed in the book-entry system after the close of trading on November 22, 2024 (the “Combination Date”). The cancellation of shares and the new total number of shares in the Company is intended to be registered with the Finnish Trade Register on or about by November 22, 2024. Trading with the new total number of shares in the Company is estimated to commence on the Nasdaq First North Growth Market Finland under a new ISIN code on or about November 25, 2024.

The implementation of the combination of shares is conditional upon that the number of shares in the Company held in each book-entry accounts can be made divisible by 200 at the Combination Date within the maximum number of new shares to be issued in connection with the arrangement described above.

The arrangement, if carried out, will not require any action by the shareholders. If necessary, the trading of the Company’s shares on the Nasdaq First North Growth Market Finland will be temporarily suspended in order to perform necessary technical arrangements in relation with the combination of shares.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available on the Company’s website https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2024 as of December 4, 2024, at the latest.

Duell Corporation, Board of Directors

Further information:

Pellervo Hämäläinen, Communications and IR Manager
Duell Corporation
+358 40 674 5257
pellervo.hamalainen@duell.eu

Certified Adviser

Oaklins Finland Ltd
+358 9 312 9670 

Duell Corporation (Duell) is an import and wholesale company based in Mustasaari, Finland, established in 1983. Duell imports, manufactures, and sells products through an extensive distribution network in Europe covering approximately 8,500 dealers. The range of products includes around 150,000 items under more than 500 brands. The assortment covers spare parts and accessories for Motorcycling, Bicycling, ATVs/UTVs, Snowmobiling, Marine and Garden/Forest categories. Logistics centres are in Finland, Sweden, Netherlands, France, and the UK. Duell’s net sales in financial year 2024 was EUR 125 million and it employs over 200 people. Duell’s shares (DUELL) are listed on the Nasdaq First North Growth Market Finland marketplace. www.duell.eu.