Decisions of the Annual General Meeting of Duell Corporation
Duell Corporation’s Annual General Meeting was held on 1 December 2022 in Helsinki, Finland. The meeting was represented by 28 shareholders, who represented 14,466,020 shares and votes, and they represented 56.8 per cent of all shares.
Financial statements and dividend
The Annual General Meeting adopted the financial statements and consolidated financial statements and audit report for the financial period 1 September 2021 - 31 August 2022 and resolved that no dividend shall be distributed and that the loss for the financial period shall be transferred to the profit and loss account of previous years.
Deciding on discharge from liability
The Annual General Meeting resolved to discharge from liability the members of the Board of Directors and the CEO for the financial period 1 September 2021 - 31 August 2022.
Remuneration policy for governing bodies
The Annual General Meeting approved the remuneration policy presented to the Annual General Meeting. The resolution to approve 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 6 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 Sami Heikkilä, Anna Hyvönen, Niko Mokkila, Anu Ora and Kim Ignatius to the Board of Directors and elected Sören Gaardboe as a new member.
Auditor and the remuneration of the auditor
The Annual General Meeting re-elected Authorised 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. Authorised 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.
Authorisation of the Board of Directors to decide on the repurchase of own shares
The Annual General Meeting authorised 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 authorisation shall be the maximum of 2,545,450, which corresponds to approximately 10 per cent of all of the shares in the company at the date of this notice to the Annual General Meeting. The company cannot, however, together with its subsidiaries at any moment own more than 10 per cent of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of 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 31 December 2023.
Authorisation of the Board of Directors to resolve on share issues
The Annual General Meeting authorised 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 authorisation shall be the maximum of 5,090,900 shares, which corresponds to approximately 20 per cent of all of the shares in the company at the date of the notice to the Annual General Meeting.
Shares may be issued to develop the company's capital structure, to finance or execute acquisitions and to be used in incentive arrangements, provided that the issue of shares is in the interest of the company and its shareholders. Directed share issuance always requires a compelling financial reason for the company.
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 issuance). 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 31 December 2023.
The authorisation replaces all previous unused authorisations of the Board of Directors to resolve on the issuance of shares, issuance of share options and issuance of other special rights entitling to shares.
Amendment of the articles of association
The Annual General Meeting decided that paragraph 10 of the company’s articles of association be amended so that in accordance with Chapter 5, Section 16.3 of the Limited Liability Companies Act, the Annual General Meeting can also be held without a meeting venue, so that the shareholders use their power of decision in an up-to-date manner with the help of a telecommunication connection and a technical aid during the meeting. The new paragraph 10 of the articles of associations is as follows:
10 § Notice to the General Meeting of shareholders
The notice convening the general meeting of shareholders must be delivered to the shareholders by publishing the notice on the company’s website or by a newspaper announcement which is published in one or more widely circulated daily newspapers chosen by the Board of Directors no earlier than three (3) months and no later than three (3) weeks before the meeting, and in any case at least nine (9) days before the record date of the general meeting of shareholders referred to in Chapter 5 Section 6 a of the Finnish Companies Act.
In order to be able to attend the general meeting of shareholders, a shareholder must notify the company at the latest on the date mentioned in the notice, which may be no earlier than ten (10) days before the general meeting of shareholders.
The venue for the general meeting of shareholders must be located in Helsinki or Mustasaari, Finland. The general meeting of shareholders can also be held without a meeting venue, so that the shareholders use their power of decision in an up-to-date manner with the help of a telecommunication connection and a technical aid during the meeting.
Documents of the Annual General Meeting
The minutes of the Annual General Meeting will be available on company’s website https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2022 as of 15 December 2022 at the latest.
Duell Corporation, Board of Directors
Further information
Riitta Niemelä, CFO
+358 50 575 8295
Pellervo Hämäläinen, Communications, Marketing and IR Manager
+358 40 674 5257
Certified advisor
Oaklins Merasco Oy,
+358 9 612 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 8,500 dealers. The range of products includes 150,000 items under 500 brands. The assortment covers spare parts and accessories for motorcycling, bicycling, ATVs/UTVs, mopeds and scooters, snowmobiling and boating. Logistics centres are located in Finland, Sweden, Netherlands and France. Duell’s net sales in 2022 was EUR 124 million and it employs over 200 people. Duell’s shares were listed in November 2021 and are traded on the First North Marketplace. www.duell.eu
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