3.11.2025 13:00:01 EET | Duell Oyj | Notice to general meeting

NOTICE TO GENERAL MEETING

The shareholders of Duell Corporation are invited to the Annual General Meeting to be held on Tuesday, November 25, 2025, starting at 12:00 p.m. EET at Clarion Hotel Mestari at the address Fredrikinkatu 51-53 FI-00100 Helsinki, Finland. The reception of shareholders who have registered for the meeting and distribution of ballot papers will start at 11:00 a.m. EET at the meeting venue.

The shareholders may follow the General Meeting through a webcast. Instructions for following the webcast are available on the company’s website at  https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2025. Shareholders following the General Meeting this way are not considered to participate in the General Meeting and, thus, may not exercise their right to pose questions or vote in the General Meeting or their possibilities to make counterproposals during the General Meeting. A shareholder who wishes to follow the General Meeting via webcast must also register for the General Meeting in accordance with the instructions under section C.

A. Matters to be discussed at the General Meeting

The General Meeting will discuss the following matters:

1. Opening the meeting                                            

2. Matters of order for the meeting

3. Election of the persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legal convening of the meeting and quorum

5. Establishment of the persons present and confirmation of the voting list

6. Presentation of the financial statements, annual report and auditor’s report for the financial year from September 1, 2024, to August 31, 2025

Presentation of the CEO’s review.

7. Adoption of the financial statements, which includes the adoption of the consolidated financial statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends

The distributable funds of the parent company as of August 31, 2025, were EUR 49,812,317, of which the parent company’s profit for the financial year is EUR 645,526. No significant changes have taken place in the company’s financial position since the end of the financial year.

The Board of Directors proposes to the Annual General Meeting that that the parent company’s profit for the financial year amounting to EUR 645,526 will be transferred to the retained earnings account and that no dividend will be distributed.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year from September 1, 2024, to August 31, 2025

10.Consideration of the remuneration report for governing bodies

The remuneration report is presented annually at the Annual General Meeting. The remuneration report details the remuneration paid to the Board of Directors and the CEO.

The remuneration report and remuneration policy for governing bodies will be available on the company’s website https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2025 no later than November 3, 2025.

11. Resolution on the remuneration of the members of the Board of Directors

The shareholders, who in total represent 40.28 per cent of the shares in the company, propose to the Annual General Meeting that the members of the Board of Directors are paid monthly compensation as follows:

• 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.

In addition, the said shareholders propose that 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.

12. Resolution on the number of members of the Board of Directors

The shareholders, who in total represent 40.28 per cent of the shares in the company, propose to the Annual General Meeting that the number of ordinary members of the Board of Directors be 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.

13. Election of members of the Board of Directors

The shareholders, who in total represent 40.28 per cent of the shares in the company, propose to the Annual General Meeting that the current members Anna Hyvönen, Kim Ignatius, Niko Mokkila and Axel Lindholm are re-elected to the Board of Directors and Elina Rahkonen is elected as a new member to the Board of Directors 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. According to paragraph 6 of the articles of association, the Board of Directors appoints the Chair among its members.

All persons mentioned above have given their consent to the position. All proposed members of the Board of Directors are independent from the company. With the exception of Niko Mokkila and Axel Lindholm, the proposed Board members are independent from the company’s significant shareholders.

Introduction of the new member of the Board of Directors is attached to this notice to the General Meeting.

14. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the auditor’s fee and travel expenses shall be reimbursed according to the auditor’s invoice approved by the Board of Directors.

15. Election of the auditor

The Board of Directors proposes to the Annual General Meeting that Authorised Public Accounting firm KPMG Oy Ab is re-elected 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. KPMG Oy Ab has informed that, if elected as the auditor of the company, Authorised Public Accountant Mari Kaasalainen will act as the responsible auditor.

The term of office of the auditor ends at the close of the Annual General Meeting following the election of the auditor.

16. Authorisation of the Board of Directors to decide on the repurchase of own shares

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on a repurchase of own shares as set out below.

The aggregate amount of own shares to be repurchased based on the authorisation shall be the maximum of 519,437 shares, which corresponds to approximately 10 per cent of all the shares in the company as at the date of this notice to the General Meeting.

Only the unrestricted equity of the company can be used to repurchase own shares based on the authorisation.

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 authorisation is effective until the close of the next Annual General Meeting, however no longer than until December 31, 2026.

The authorisation replaces the authorisation granted by the Annual General Meeting held on November 20, 2024.

17. Authorisation of the Board of Directors to resolve on share issues

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on share issues as set out below.

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

The aggregate amount of shares that may be issued based on the authorisation shall be the maximum of 519,437 shares, which corresponds to approximately 10 per cent of all the shares in the company as at the date of this notice to the General Meeting.

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 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 authorisation concerns both the issuance of new shares as well as the transfer of treasury shares.

The authorisation is effective until the close of the next Annual General Meeting, however no longer than until December 31, 2026.

The authorisation replaces the share issue authorisation granted by the Annual General Meeting held on November 20, 2024.

18. Closing the meeting

B. Documents of the General Meeting

The above-mentioned proposals for resolutions on the agenda of the General Meeting, attachments thereto and this notice are available on Duell Corporation’s website at https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2025. Duell Corporation’s financial statements, annual report, auditor’s report as well as remuneration policy and remuneration report will be available on said website no later than November 3, 2025. The proposed resolutions and other documents mentioned above will also be available for inspection at the General Meeting.

The minutes of the General Meeting will be available on the above-mentioned website no later than December 9, 2025, onwards.

C. Instructions for meeting participants

1. Shareholder registered in the shareholders’ register

Shareholders who are registered in the shareholders’ register of Euroclear Finland Oy on the record date of the General Meeting November 13, 2025, are entitled to participate in the General Meeting. A shareholder whose shares in the company are registered in their personal Finnish book-entry account is registered in the company’s shareholders’ register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.

Registration for the General Meeting starts on November 4, 2025, at 10:00 a.m. EET. A shareholder entered in the company’s shareholders’ register who wishes to attend the General Meeting must register no later than November 20, 2025, at 10:00 a.m. EET, by which time the registration must be received. You can register for the General Meeting or to follow the General Meeting through a webcast:

1. via the company’s website at https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2025

Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate.

1. by e-mail to Innovatics Ltd to agm@innovatics.fi.

Shareholders registering by e-mail shall submit the registration form available on the company’s website at https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2025 or equivalent information.

1. by mail to Innovatics Ltd to the address Innovatics Ltd, General Meeting / Duell Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Shareholders registering by mail shall submit the registration form available on the company’s website https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2025 or equivalent information.

When registering, the shareholder must provide the requested information, such as the shareholder's name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy’s date of birth, phone number and/or e-mail. The personal data provided by shareholders to Duell Corporation will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto. In addition, the shareholder who registers by email or regular mail must, upon request, provide any other information necessary for shareholder identification to Innovatics Ltd. A registration submitted by regular mail or email before the expiry of the registration period is considered as a registration to the General Meeting, provided that the message contains the information required for registration. The registration form will be available on the company’s website by November 4, 2025, at 10:00 a.m. EET at the latest.

All shareholders who have registered to the General Meeting and who have registered to follow the General Meeting through a webcast will be sent a personal link and password, to the contact information provided in connection with the registration, a day before the meeting. Contact details of the service provider, instructions for following remotely and for possible fault situations are available at https://vagm.fi/support and a link for testing compatibility of a computer, smart phone or tablet and internet connection is available at https://demo.videosync.fi/agm-compatibility?language=en.

The shareholder, their representative or proxy must be able to prove their identity and/or right of representation at the meeting venue if necessary.

Further information on registration is available by telephone during the registration period of the General Meeting by calling Innovatics Ltd at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m. EET.

2. Holder of nominee-registered shares

A holder of nominee-registered shares is entitled to participate in the General Meeting on the basis of the shares which would entitle him/her/its to be entered in the shareholders’ register kept by Euroclear Finland Oy on the record date for the General Meeting November 13, 2025. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by November 20, 2025, by 10:00 a.m. EET at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.

The holder of nominee-registered shares is advised to request well in advance the necessary instructions from his/her/it custodian bank regarding temporary registration in the register of shareholders, the issuing of proxies and voting instructions and registration and attendance at the General Meeting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to attend the General Meeting temporarily in the register of shareholders of the company by the aforementioned date and time at the latest. Further information is also available on the company’s website at https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2025.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights there by way of proxy representation.

The proxy representative is required to personally authenticate themselves using strong authentication in the electronic registration service, following which they will be able to register on behalf of the shareholder they are representing. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that he/she is entitled to represent the shareholder at the General Meeting. The right to representation can be proved by using the suomi.fi e-Authorisations service available in the electronic registration service.

Model proxy documents and voting instructions are available on the company’s website at https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2025. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Ltd, General Meeting / Duell Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice. The proxy form will be available on the company’s website by November 4, 2025, at 10:00 a.m. EET at the latest.

4. Other instructions/information

The meeting language is Finnish.

Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act.

Changes in shareholding after the record date of the General Meeting do not have impact on the right to participate in the General Meeting nor the number of votes of shareholders.

On the date of the notice to the General Meeting on November 3, 2025, Duell Corporation has a total of 5,194,374 shares representing equal amount of votes. On November 3, 2025, the company holds, directly or through its subsidiaries, a total of 33,800 treasury shares that do not carry right to vote in the Annual General Meeting.

In Helsinki, November 3, 2025

DUELL CORPORATION

BOARD OF DIRECTORS

Certified Advisor

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 over 100,000 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 2025 was EUR 127 million and it employs some 200 people. Duell’s shares (DUELL) are listed on the Nasdaq First North Growth Market Finland marketplace. www.duell.eu.