Overview
Financial overview
Equity research
Duell delivered slightly better figures than we had expected for the seasonally quiet Q1 of its fiscal year. Market environment remains tense, yet we expect growth in Europe coupled with efficiency measures to deliver improvement from last year also on an annual basis.
Duell reported Q1 net sales at EUR 28.3m, just surpassing our forecast of EUR 27.5m, while adjusted EBITA reached EUR 0.7m, also higher than our prediction of EUR 0.5m. The performance in the Nordics was stronger than expected despite the late start of Nordic winter season.
Duell publishes its Q1/2025 (9/24-11/24) business review on 16th of January. Given that Q1 of Duell’s fiscal year is typically slow due to seasonal factors, our attention is on any potential remarks regarding market activity and future outlook.
The Duell AGM was held on November 20, 2024, where a decision was passed regarding the reverse split, the plans for which were published earlier in October. In the split, each existing 200 shares will correspond to one share in the company. We update our TP to EUR 9.0 (prev. EUR 0.045) to match the new share count.
Duell is advancing its turnaround amidst a challenging market, with overall risk reduced due to balance sheet deleveraging during the fiscal year. We increase TP to EUR 0.045 (prev. EUR 0.04) while keeping rating at BUY.
Duell reported Q4 net sales at EUR 31.6m, just surpassing our forecast of EUR 31.3m, while adjusted EBITA reached EUR 1.4m, slightly higher than our prediction of EUR 1.3m. The performance in the Nordics was stronger than expected while the other Europe developed slower than we had estimated.
Duell publishes its Q4 (6-8/24) figures on Wednesday 9th of October. The Nordic market continues to challenge as the end-markets remain quiet and dealer inventories are at historically low levels. Despite the market conditions, we expect improvement y/y driven by growth in Europe and weak comparison period Q4/23.
Duell’s Q3 development was two-fold as growth in Europe was stronger than expected while revenue declined in the Nordics more than we estimated. Profitability missed our estimates mainly due to higher-than-expected operating expenses and lower net sales. We continue to anticipate an increase in profitability y/y for Q4 and consequently for the entire FY 2024.
Duell’s Q3 net sales came in at EUR 37.9m, slightly below our estimate of EUR 38.8m as the sales declined in the Nordics more than we estimated. On the cost side, the gross margin was a positive surprise while operating expenses were higher than estimated, leading to lower-than-expected profitability.
Duell publishes its business review for Q3 (March-May) on Wednesday 3rd of July. We expect continued good execution especially in Europe during the company’s most important quarter of the fiscal year.
Annual financials
Quarterly financials
Assets
Equity and liabilities
Cashflow
Environment
Social
Governance
Videos
Annual and sustainability reports
Company news
This is not an interim report in accordance with IAS 34. The company complies with the semi-annual reports required by the Securities Markets Act and normally publishes business reports for the first three and first nine months of the year, which present key information describing the company's financial development. This company announcement is also a summary of Duell’s financial report for September-November 2024. The complete Report is attached to this announcement as a pdf file. It is also available on the company website at https://investors.duell.eu/en/reports_and_presentations. Unaudited financials presented below:
Growth and improved profitability continued in the first quarter 2025
September-November 2024 "Q1 2025" (comparable figures in parenthesis 9/2023-11/2023):
- Net sales increased 4.7% to EUR 28.3 million (EUR 27.0 million), growth being fully organic. Net sales with comparable currencies increased 4.4%.
- Adjusted EBITA was EUR 0.7 million (EUR 0.3 million) with an adjusted EBITA margin of 2.4% (1.0%).
- Net working capital EUR 53.5 million (EUR 55.5 million).
- Cash flow from operating activities was EUR -4.8 million (EUR -7.0 million).
- Earnings per share was EUR -0.08 (EUR -0.06) (according to the number of shares at the end of the review period).
Guidance 2025 (unchanged)
Markets have somewhat stabilised, but consumer sentiment remains fragile due to uncertainties. Duell expects the demand over the next 12 months to be slightly better than the comparison period, but there may be variations between product categories. The industry in which Duell operates remains relatively fragmented, which provides long-term opportunities and favours the larger players, of which Duell is one. Therefore, our guidance for financial year 9/2024-8/2025 is, that:
- Duell expects that organic net sales with comparable currencies will be at the same level or higher than previous year.
- Duell will continue to focus on improving profitability and expects adjusted EBITA to improve from last year’s level.
Medium-term financial targets (3-5 years) (Unchanged)
Growth: Net sales in the range of EUR 200-300 million in medium term, achieved through yearly growth organically and inorganically.
Profitability: adjusted EBITA margin of at least 13% in the medium-term.
Leverage: net debt to adjusted EBITDA ratio in the range of 2-3. Leverage may temporarily exceed the target range (for example, in conjunction with acquisitions).
CEO Magnus Miemois:
I am pleased with Duell’s first quarter 2025 performance. The development during the quarter was good despite the late start of Nordic winter season. We increased our fully organic net sales by 4.7% to over 28 million euro and adjusted EBITA grew to 0.7 million euro. Both market areas; Nordics and Central Europe contributed to the growth with main product categories being ATV and Snowmobile, where Duell have a strong brand portfolio and market position. In October, we started change negotiations aimed at improving operational efficiency and achieving annual cost savings.
We also continued to improve our net working capital management with the goal to accelerate inventory turnaround and to reduce the inventory levels. Performance was positive on both counts. We have also significantly strengthened our financial position compared to the previous year, thanks to the rights issue that was completed in January 2024.
Key figures and ratios | Q1 2025 | Q1 2024 | FY 2024 |
EUR thousand | (9/2024-11/2024) | (9/2023-11/2023) | (9/2023-08/2024) |
Net sales | 28,292 | 27,014 | 124,652 |
Net sales growth, % | 4.7 | 4.9 | 4.9 |
Net sales growth with comparable currencies, % | 4.4 | 7.4 | 5.7 |
Gross margin | 7,057 | 6,456 | 30,339 |
Gross margin, % | 24.9 | 23.9 | 24.3 |
EBITDA | 810 | -193 | 4,564 |
EBITDA margin, % | 2.9 | -0.7 | 3.7 |
Items affecting comparability, EBITDA | 115 | 731 | 2,577 |
Adjusted EBITDA | 925 | 538 | 7,141 |
Adjusted EBITDA margin, % | 3.3 | 2.0 | 5.7 |
EBITA | 557 | -457 | 3,628 |
EBITA margin, % | 2.0 | -1.7 | 2.9 |
Adjusted EBITA | 672 | 274 | 6,205 |
Adjusted EBITA margin, % | 2.4 | 1.0 | 5.0 |
Operating profit | -141 | -1,148 | 842 |
Operating profit margin, % | -0.5 | -4.3 | 0.7 |
Earnings per share, basic, EUR* | -0.08 | -0.06 | -0.003 |
Earnings per share, diluted, EUR* | -0.08 | -0.06 | -0.003 |
Number of outstanding shares at the end of the period, basic** | 5,160,574 | 30,545,474 | 1,038,546,116 |
Number of outstanding shares at the end of the period, diluted** | 5,303,574 | 30,545,474 | 1,046,544,706 |
Investments in tangible and intangible assets excluding acquisitions | 176 | 267 | 746 |
Net debt | 24,721 | 45,177 | 19,563 |
Net working capital | 53,509 | 55,456 | 48,323 |
Inventory, % of LTM*** net sales | 38.4 | 43.3 | 36.1 |
Cashflow from operating activities | -4,794 | -7,014 | -912 |
Equity ratio, % | 53.1 | 34.8 | 55.0 |
* According to the number of shares at the end of the review period
**The company does not report the average number of shares for the period due to the reverse split
***LTM = Last twelve months
| Q1 2025 | Q1 2024 | FY 2024 |
Operational key figures | (9/2024-11/2024) | (9/2023-11/2023) | (9/2023-08/2024) |
Number of brands | 536 | 559 | 562 |
Share of own brand sales, % of total | 21 | 22 | 18 |
Share of online sales, % of total | 25 | 24 | 26 |
Share of sales in Nordics, % of total | 54 | 56 | 53 |
Share of sales in Central Europe, % of total | 46 | 44 | 47 |
Full-time equivalent employees, average | 206 | 211 | 215 |
Significant events during review period
Duell announced to start change negotiations on October 9, 2024, with the aim of improving operational efficiency by adapting operations and workloads to the current market situation. The aim of the efficiency measures, which will affect the Group's all 220 employees, is to achieve annual cost savings of approximately EUR 1 million, mainly in the financial year 2025. The total estimated need for reductions in the Duell Group is up to 20 positions.
Duell announced on October 9, 2024 that the Board of Directors proposed that the combination of shares would 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 under this proposal, each existing 200 shares in the company would correspond to one (1) share in the company.
Duell completed its share buy-back programme on 15 October 2024. The buybacks started on 5 August 2024. Under the buy-back programme, the company acquired 6,760,000 shares at an average price of EUR 0.0369. The shares were repurchased in public trading on the First North Growth Market Finland marketplace operated by Nasdaq Helsinki Ltd at the market price at the time of acquisition. After the buybacks, the company held a total of 6,760,000 shares, which corresponds to approximately 0.7% of the total number of 1,038,546,116 shares in Duell Corporation.
The Annual General Meeting held on November 20, 2024, resolved on the combination of shares, i.e., the reduction of the number of shares and related directed share issue and redemption of shares.
The Board of Directors of Duell Corporation has decided in the organisational meeting held on November 20, 2024, after Annual General Meeting that Anna Hyvönen is elected as the chair of the Board of Directors. Anu Ora is elected as the chair of the People and Remuneration Committee and Niko Mokkila and Anna Hyvönen as members of the People and Remuneration Committee. Kim Ignatius is elected as the chair of the Audit Committee and Axel Lindholm and Anna Hyvönen as members of the Audit Committee.
Duell announced on November 22, 2024, that it has executed a reverse split and a related directed share issue without consideration, redemption of shares and cancellation of shares. After these measures, the new number of shares in the Company is 5,194,374. The new number of shares has been registered with the Trade Register maintained by the Finnish Patent and Registration Office today, November 22, 2024, and trading with the new total number of shares in the Company commences on Monday November 25, 2024, with a new ISIN code FI4000582143. Duell’s trading code DUELL will remain the same.
Significant events after review period
On 16 January 2025, Duell announced that it had completed the efficiency programme covering the entire Group and its entire workforce of approximately 220 employees, which was launched on October 15, 2024. As part of the programme, the company completed the change negotiations and related measures in the Finnish and Swedish companies. In the other Group country companies, the personnel changes have been implemented by, among other things, rearranging jobs instead of recruiting replacements. At the beginning of the efficiency programme, the company defined that decisions on the efficiency programme measures would be taken by 16 January 2025. Approximately half of the savings will be achieved through personnel cost reductions and half through other efficiency measures. The total number of personnel reductions in the Duell Group is 13 positions. Duell will achieve the targeted annual cost savings of approximately EUR 1 million through the efficiency programme, which will be applied to the last three quarters of the financial year starting September 1, 2024.
Webcast for investors and media
Duell will arrange a live webcast for investors and media in English on January 16, 2025, at 10.30 am EET. The webcast can be followed online through this link. A presentation will be held by CEO Magnus Miemois, CFO Caj Malmsten and IR Pellervo Hämäläinen. A recording of the event will be available later the same day at www.invhttps://investors.duell.eu/.
Financial reporting and Annual General Meetings in Financial Year 2025
During the Financial Year 2025, Duell will publish financial information as follows:
- Half-year financial report September 2024–February 2025 (Q2 2025) on Thursday, April 10, 2025.
- Financial report September 2024–May 2025 (Q3 2025) on Thursday, July 3, 2025.
- Financial Statements Bulletin for the financial year 9/2024–8/2025 (Q4 2025) on Thursday, October 16, 2025.
Annual Report 2025, which includes, among other things, the Report of the Board of Directors and the Company's financial statements, in the week commencing October 27, 2025.
Duell’s Annual General Meeting of shareholders is scheduled for Tuesday, November 25, 2025.
The financial reviews and the annual report will be available after publication on the company's investor website at (https://investors.duell.eu/en/reports_and_presentations).
Further information
Magnus Miemois, CEO
Duell Corporation
+358 50 558 1405
magnus.miemois@duell.eu
Pellervo Hämäläinen, Communications and IR Manager
Duell Corporation
+358 40 674 5257
pellervo.hamalainen@duell.eu
Certified Advisor
Oaklins Finland Ltd, +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 approximately 8,500 dealers. The range of products includes over 130,000 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 2024 was EUR 125 million and it employs over 200 people. Duell’s shares are listed on the Nasdaq First North Growth Market Finland marketplace. www.duell.eu.
Attachments
Duell Corporation announced on 9 October 2024 that it will start an efficiency programme covering the entire Group and its entire personnel of approximately 220 employees. The company aims to improve operational efficiency by adapting operations and workload with current market conditions. The aim of the efficiency measures is to achieve annual cost savings of approximately EUR 1 million, mainly in the financial year 2025.
As part of the efficiency measures Duell started personnel change negotiations on 15 October 2024 with the Group's Finnish, Oy Duell Bike-Center Ab, and Swedish, Duell AB, employees, applying local negotiation requirements with employee representatives and labour partners. As part of the measures, the company has completed the change negotiations and related measures in the Finnish and Swedish companies. In the other Group's country companies, the personnel changes have been implemented, among other things, by rearranging jobs instead of recruiting replacements. At the beginning of the efficiency programme, the company defined that decisions on the efficiency programme measures would be taken by 16 January 2025.
Duell will achieve the targeted annual cost savings of approximately EUR 1 million across the Group through the efficiency programme, of which approximately half will be achieved through personnel cost reductions and half through other efficiency measures. The total number of personnel reductions in the Duell Group is 13 positions (the original estimate of the need for a reduction was up to 20 positions). The savings from the efficiency programme will be spread over the last three quarters of the financial year starting 1 September 2024.
Further information
Magnus Miemois, CEO
Duell Corporation
+358 50 558 1405
magnus.miemois@duell.eu
Pellervo Hämäläinen, Communications and IR Manager
Duell Corporation
+358 40 674 5257
pellervo.hamalainen@duell.eu
Certified Advisor
Oaklins Finland Ltd, +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 approximately 8,500 dealers. The range of products includes over 130,000 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 2024 was EUR 125 million and it employs over 200 people. Duell’s shares are listed on the Nasdaq First North Growth Market Finland marketplace. www.duell.eu.
Duell Corporation (“Duell” or “Company”) has today, November 22, 2024, on the previously announced combination date executed a reverse split, i.e., the reduction of the number of shares in the Company, and a related directed share issue without consideration, redemption of shares and cancellation of shares. After these measures, the new number of shares in the Company is 5,194,374. The new number of shares has been registered with the Trade Register maintained by the Finnish Patent and Registration Office today, November 22, 2024, and trading with the new total number of shares in the Company commences on Monday November 25, 2024 with a new ISIN code FI4000582143. Duell’s trading code DUELL will remain the same.
Duell’s Annual General Meeting resolved on November 20, 2024 on the reverse split and on a related redemption of shares so that after carrying out the reverse split, every 200 shares in the Company corresponds to one (1) share in the Company. Concurrently with the execution of the reverse split, the Board of Directors of the Company has today resolved on implementing the directed share issue without consideration resolved by the Annual General Meeting in which the Company has issued without consideration a total of 328,684 new shares in such manner that the number of shares in each book-entry account holding Duell’s shares has been made divisible by 200. The aggregate market value of the shares issued without consideration is EUR 12,818.68, based on the closing price of November 22, 2024.
After the directed share issue, the Company has redeemed without consideration 199 shares for each 200 shares in the Company, in accordance with the resolution of the Annual General Meeting. The Company’s shares redeemed in connection with the reverse split have been cancelled immediately. After the reverse split, Duell holds 33,800 treasury shares.
The purpose of the reverse split is to increase the value of a single share to facilitate trading conditions of the company’s shares and improve price formation of the company’s shares. The procedure has been explained in more detail in Duell’s company release on the resolutions of the Company’s Annual General Meeting, issued on November 20, 2024.
Duell Corporation
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.
The Board of Directors of Duell Corporation has decided in the organisational meeting held after Annual General Meeting that Anna Hyvönen is elected as the chair of the Board of Directors and Kim Ignatius, Niko Mokkila, Anu Ora and Alex Lindholm as members of the Board of Directors.
Anu Ora is elected as the chair of the People and Remuneration Committee and Niko Mokkila and Anna Hyvönen as members of the People and Remuneration Committee.
Kim Ignatius is elected as the chair of the Audit Committee and Axel Lindholm and Anna Hyvönen as members of the Audit Committee.
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.
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.
NOTICE TO GENERAL MEETING
The shareholders of Duell Corporation are invited to the Annual General Meeting to be held on Wednesday, November 20, 2024, starting at 12:00 p.m. EET at the event venue Eliel at the address Töölönlahdenkatu 2, 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_2024. 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 scrutinize 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, 2023 to August 31, 2024
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 at August 31, 2024 were EUR 49,348,094, of which the parent company’s loss for the financial year is EUR -2,648,179. 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 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.
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, 2023, to August 31, 2024
10.Consideration of the remuneration report for governing bodies
The remuneration report for governing bodies will be available on the company’s website https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2024 no later than October 30, 2024.
The Board of Directors proposes that the Annual General Meeting confirms the remuneration report. The resolution of the Annual General Meeting on the remuneration policy is advisory in accordance with the Limited Liability Companies Act.
11.Consideration of the remuneration policy for governing bodies
The Board of Directors presents the company’s remuneration policy to the Annual General Meeting, which provides information on the remuneration of the company’s governing bodies for the following financial year.
The remuneration policy has been revised after the Annual General Meeting 2023. The updated version describes the proportional shares of the elements of the CEO’s overall remuneration and clarifies the grounds for determining variable components of remuneration. In the updated version, a description of the process, according to which, remuneration of the Board of Directors and Committees are proposed for to the General Meeting, is added. Furthermore, authorization to decide on own shares in relation to remuneration instruments is described in the version. Additionally, the policy has been updated with changes that do not affect the content in order to clarify the structure of the policy.
The remuneration policy for governing bodies will be available on the company’s website https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2024 no later than October 30, 2024.
The Board of Directors proposes that the Annual General Meeting approves the remuneration policy. The resolution of the Annual General Meeting on the remuneration policy is advisory in accordance with the Limited Liability Companies Act.
12. Resolution on the remuneration of the members of the Board of Directors
The shareholders, who in total represent 40.29 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.
13. Resolution on the number of members of the Board of Directors
The shareholders, who in total represent 40.29 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.
14. Election of members of the Board of Directors
The shareholders, who in total represent 40.29 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 Anu Ora are re-elected to the Board of Directors and Axel Lindholm 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.
15. 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.
16. Election of the auditor
The Board of Directors proposes to the Annual General Meeting that Authorized 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, Authorized 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.
17. Authorization of the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the Annual General Meeting authorizes 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 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 this 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 this 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.
18. Authorization of the Board of Directors to resolve on share issues
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on share issues as set out below.
The Board of Directors proposes that the Annual General Meeting authorizes 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 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 this 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 this 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 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.
19. Reverse split and related directed share issue and redemption of shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting resolves on the combination of shares, i.e., the reduction of the number of shares (a so called reverse split).
The Board of Directors proposes that the combination of shares would 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 under this proposal, each existing 200 shares in the company would 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 proposes 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 considers 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 Board of Directors proposes that the Board of Directors is authorized 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 is proposed to be 900,000 shares. The Board of Directors is 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.
According to the proposal, 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 Nasdaq Helsinki under a new ISIN code on or about November 25, 2024.
The proposals under this agenda item 19 constitute a whole, which requires the approval of both the directed share issue and the redemption of the shares related thereto by a single resolution. The implementation of the proposed 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 Nasdaq Helsinki will be temporarily suspended in order to perform necessary technical arrangements in relation with the combination of shares.
20. 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_2024. 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 October 30, 2024. 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 4, 2024 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 8, 2024, 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 1, 2024, 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 15, 2024 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:
a) via the company’s website at https://investors.duell.eu/en/corporate_governance/annual_general_meeting_2024.
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.
b) 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_2024 or equivalent information.
c) by mail to Innovatics Ltd to the address Innovatics Ltd, General Meeting / Duell Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki.
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_2024 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 and date of birth of any assistant or proxy. 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 1, 2024, 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/it to be entered in the shareholders’ register kept by Euroclear Finland Oy on the record date for the General Meeting November 8, 2024. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by November 15, 2024, 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_2024.
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-Authorizations 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_2024. 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 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 1, 2024, 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 October 30, 2023, Duell Corporation has a total of 1,038,546,116 shares representing equal amount of votes. On October 30, 2024, the company holds, directly or through its subsidiaries, a total of 6,760,000 treasury shares that do not carry right to vote in the Annual General Meeting.
In Helsinki, October 30, 2024
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 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.
Duell Corporation supplements the company announcement published today, October 25, 2024, regarding the annual report for the financial year 2024 with auditor’s reports for the financial years 2023 and 2024, as the original company announcement did not include an auditor’s report. In this supplementary company annoucment, the auditot’s reports for 2023 and 2024 financial years are included as pdf files. No changes have been made to the content of the annual report. The annual report, including the auditor's reports for 2023 and 2024 financial years, are available on the company's website at https://investors.duell.eu/en/reports_and_presentations.
Further information
Pellervo Hämäläinen, Communications and IR Manager
Duell Corporation
+358 40 674 5257
pellervo.hamalainen@duell.eu
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 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.
Attachments
Duell Corporation has published today, October 25, 2024, the annual report for the financial year 2024 in English and Finnish. The annual report in English is available on the company's website at https://investors.duell.eu/en/reports_and_presentations and it is also available as an attachment to this release as a pdf file. The annual report includes the report of the Board of Directors and the Company's financial statements.
Further information
Pellervo Hämäläinen, Communications and IR Manager
Duell Corporation
+358 40 674 5257
pellervo.hamalainen@duell.eu
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 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.
Attachments
Duell Corporation has completed its share buy-back programme on 15 October 2024. The buybacks started on 5 August 2024. Under the buy-back programme, the company acquired 6,760,000 shares at an average price of EUR 0.0369. The shares were repurchased in public trading on the First North Growth Market Finland marketplace operated by Nasdaq Helsinki Ltd at the market price at the time of acquisition.
The repurchased shares will be used for a new share-based incentive plan for key employees of the Duell Group. After the buybacks, the company holds a total of 6,760,000 shares, which corresponds to approximately 0.7% of the total number of 1,038,546,116 shares in Duell Corporation.
For additional information, please contact
Pellervo Hämäläinen, Communications and IR Manager
Duell Corporation
+358 40 674 5257
pellervo.hamalainen@duell.eu
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 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.
| Duell Corporation | ANNOUNCEMENT | 15.10.2024 |
| Duell Corporation: Share Repurchase 15.10.2024 | ||
| In the Helsinki Stock Exchange | ||
| Trade date | 15.10.2024 | |
| Bourse trade | Buy | |
| Share | DUELL | |
| Amount | 260 000 | Shares |
| Average price/ share | 0,0462 | EUR |
| Total cost | 12 012,00 | EUR |
| Duell corporation now holds a total of 6 760 000 shares | ||
| including the shares repurchased on 15.10.2024 | ||
| On behalf of Duell Corporation | ||
| Nordea Bank Oyj | ||
| Janne Sarvikivi | Sami Huttunen | |
| Additional information: | ||
| Magnus Miemois, CEO | ||
| Duell Oyj | ||
| Telephone: +358 50 558 1405 | ||
| Email: magnus.miemois@duell.eu | ||
| Pellervo Hämäläinen, Communications and IR Manager | ||
| Duell Oyj | ||
| Telephone: +358 40 674 5257 | ||
| Email: pellervo.hamalainen@duell.eu | ||
Attachments
Duell Corporation ANNOUNCEMENT 14.10.2024
Duell Corporation: Share Repurchase 14.10.2024
In the Helsinki Stock Exchange
Trade date 14.10.2024
Bourse trade Buy
Share DUELL
Amount 270 000 Shares
Average price/ share 0,0446 EUR
Total cost 12 042,00 EUR
Duell corporation now holds a total of 6 500 000 shares
including the shares repurchased on 14.10.2024
On behalf of Duell Corporation
Nordea Bank Oyj
Janne Sarvikivi Sami Huttunen
Additional information:
Magnus Miemois, CEO
Duell Oyj
Telephone: +358 50 558 1405
Email: magnus.miemois@duell.eu
Pellervo Hämäläinen, Communications and IR Manager
Duell Oyj
Telephone: +358 40 674 5257
Email: pellervo.hamalainen@duell.eu
Attachments
Duell Corporation ANNOUNCEMENT 11.10.2024
Duell Corporation: Share Repurchase 11.10.2024
In the Helsinki Stock Exchange
Trade date 11.10.2024
Bourse trade Buy
Share DUELL
Amount 250 000 Shares
Average price/ share 0,0444 EUR
Total cost 11 100,00 EUR
Duell corporation now holds a total of 6 230 000 shares
including the shares repurchased on 11.10.2024
On behalf of Duell Corporation
Nordea Bank Oyj
Janne Sarvikivi Sami Huttunen
Additional information:
Magnus Miemois, CEO
Duell Oyj
Telephone: +358 50 558 1405
Email: magnus.miemois@duell.eu
Pellervo Hämäläinen, Communications and IR Manager
Duell Oyj
Telephone: +358 40 674 5257
Email: pellervo.hamalainen@duell.eu
Attachments
Duell Corporation ANNOUNCEMENT 10.10.2024
Duell Corporation: Share Repurchase 10.10.2024
In the Helsinki Stock Exchange
Trade date 10.10.2024
Bourse trade Buy
Share DUELL
Amount 210 000 Shares
Average price/ share 0,0424 EUR
Total cost 8 904,00 EUR
Duell corporation now holds a total of 5 980 000 shares
including the shares repurchased on 10.10.2024
On behalf of Duell Corporation
Nordea Bank Oyj
Janne Sarvikivi Sami Huttunen
Additional information:
Magnus Miemois, CEO
Duell Oyj
Telephone: +358 50 558 1405
Email: magnus.miemois@duell.eu
Pellervo Hämäläinen, Communications and IR Manager
Duell Oyj
Telephone: +358 40 674 5257
Email: pellervo.hamalainen@duell.eu
Attachments
Duell Corporation ANNOUNCEMENT 9.10.2024
Duell Corporation: Share Repurchase 9.10.2024
In the Helsinki Stock Exchange
Trade date 9.10.2024
Bourse trade Buy
Share DUELL
Amount 130 000 Shares
Average price/ share 0,0410 EUR
Total cost 5 330,00 EUR
Duell corporation now holds a total of 5 770 000 shares
including the shares repurchased on 9.10.2024
On behalf of Duell Corporation
Nordea Bank Oyj
Janne Sarvikivi Sami Huttunen
Additional information:
Magnus Miemois, CEO
Duell Oyj
Telephone: +358 50 558 1405
Email: magnus.miemois@duell.eu
Pellervo Hämäläinen, Communications and IR Manager
Duell Oyj
Telephone: +358 40 674 5257
Email: pellervo.hamalainen@duell.eu
Attachments
The Board of Directors of Duell Corporation is planning to reduce the number of the company’s shares through a combination of shares (a so called reverse split) so that for each 200 shares of the company 199 shares would be redeemed without consideration. In connection with the planned reverse split, a directed share issue is considered to be carried out, where new shares in the company are issued without consideration in such manner that the number of shares in each shareholder’s book-entry account is made divisible by 200. The purpose of the planned reverse split is to increase the value of a single share to facilitate trading conditions of the company’s shares and improve price formation of the company’s shares. The reverse split requires a resolution of the general meeting of the company.
The company’s Board of Directors intends to include a proposal on the reverse split on the agenda of the annual general meeting of 2024. The company will publish in connection with the notice to the general meeting a more detailed proposal for the execution of the reverse split and related authorisations and resolutions. If the annual general meeting resolves on the reverse split, the Board of Directors will amend the company’s share-based incentive schemes to reflect the reverse split.
Duell Corporation, Board of Directors
Further information:
Pellervo Hämäläinen, Communications and IR Manager
Duell Corporation
+358 40 674 5257
pellervo.hamalainen@duell.eu
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 approximately 8,500 dealers. The range of products includes around 150,000 items under more than 550 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 2024 was EUR 125 million and it employs over 200 people. Duell’s shares are listed on the Nasdaq First North Growth Market Finland marketplace. www.duell.eu.
| Shareholders | Date | % of Shares | % of Votes |
|---|---|---|---|
| Hc Dl Holding Oy Ab | 30.09.2024 | 30.2% | 30.2% |
| Sponsor Capital Oy | 30.09.2024 | 10.1% | 10.1% |
| Varma Mutual Pension Insurance Company | 30.09.2024 | 4.6% | 4.6% |
| Säästöpankki Fonder | 30.09.2024 | 4.4% | 4.4% |
| Danske Invest Finnish Equity Fund | 30.09.2024 | 3% | 3% |
| Erikoissijoitusrahasto Aktia Mikro Markka | 30.09.2024 | 2.3% | 2.3% |
| Keskinäinen Työeläkevakuutusyhtiö Elo | 30.09.2024 | 2.1% | 2.1% |
| Twin Engine Oy | 30.09.2024 | 1.6% | 1.6% |
| Evli Finland Select Fund | 30.09.2024 | 1.3% | 1.3% |
| Jarkko Ämmälä | 30.09.2024 | 1.3% | 1.3% |
Equity Research Disclaimer
These research reports have been prepared by Evli Research Partners Plc (“ERP” or “Evli Research”). ERP is a subsidiary of Evli Plc.
None of the analysts contributing to this report, persons under their guardianship or corporations under their control have a position in the shares of the company or related securities. The date and time for any price of financial instruments mentioned in the recommendation refer to the previous trading day’s closing price(s) unless otherwise stated in the report. Each analyst responsible for the content of this report assures that the expressed views accurately reflect the personal views of each analyst on the covered companies and securities. Each analyst assures that (s)he has not been, nor are or will be, receiving direct or indirect compensation related to the specific recommendations or views contained in this report.
Companies in the Evli Group, affiliates or staff of companies in the Evli Group, may perform services for, solicit business from, hold long or short positions in, or otherwise be interested in the investments (including derivatives) of any company mentioned in the publication or report. Neither ERP nor any company within the Evli Group have managed or co-managed a public offering of the company’s securities during the last 12 months prior to, received compensation for investment banking services from the company during the last 12 months prior to the publication of the research report.
ERP has signed an agreement with the issuer of the financial instruments mentioned in the recommendation, which includes production of research reports. This assignment has a limited economic and financial impact on ERP and/or Evli. Under the assignment ERP performs services including, but not limited to, arranging investor meetings or –events, investor relations communication advisory and production of research material. ERP or another company within the Evli Group does not have an agreement with the company to perform market making or liquidity providing services. For the prevention and avoidance of conflicts of interests with respect to this report, there is an information barrier (Chinese wall) between Investment Research and Corporate Finance units concerning unpublished investment banking services to the company. The remuneration of the analyst(s) is not tied directly or indirectly to investment banking transactions or other services performed by Evli Plc or any company within Evli Group.
This report is provided and intended for informational purposes only and may not be used or considered under any circumstances as an offer to sell or buy any securities or as advice to trade any securities.
This report is based on sources ERP considers to be correct and reliable. The sources include information providers Reuters and Bloomberg, stock-exchange releases from the companies and other company news, Statistics Finland and articles in newspapers and magazines. However, ERP does not guarantee the materialization, correctness, accuracy or completeness of the information, opinions, estimates or forecasts expressed or implied in the report. In addition, circumstantial changes may have an influence on opinions and estimates presented in this report. The opinions and estimates presented are valid at the moment of their publication and they can be changed without a separate announcement. Neither ERP nor any company within the Evli Group are responsible for amending, correcting or updating any information, opinions or estimates contained in this report. Neither ERP nor any company within the Evli Group will compensate any direct or consequential loss caused by or derived from the use of the information represented in this publication.
All information published in this report is for the original recipient’s private and internal use only. ERP reserves all rights to the report. No part of this publication may be reproduced or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, or stored in any retrieval system of any nature, without the written permission of ERP.
This report or its copy may not be published or distributed in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. The publication or distribution of this report in certain other jurisdictions may also be restricted by law. Persons into whose possession this report comes are required to inform themselves about and to observe any such restrictions.
Evli Plc is not registered as a broker-dealer with the U. S. Securities and Exchange Commission (“SEC”), and it and its analysts are not subject to SEC rules on securities analysts’ certification as to the currency of their views reflected in the research report. Evli is not a member of the Financial Industry Regulatory Authority (“FINRA”). It and its securities analysts are not subject to FINRA’s rules on Communications with the Public and Research Analysts and Research Reports and the attendant requirements for fairness, balance and disclosure of potential conflicts of interest. This research report is only being offered in U.S. by Auerbach Grayson & Company, LLC (Auerbach Grayson) to Major U.S. Institutional Investors and is not available to, and should not be used by, any U.S. person or entity that is not a Major U.S. Institutional Investor. Auerbach Grayson is a broker-dealer registered with the U.S. Securities and Exchange Commission and is a member of the FINRA. U.S. entities seeking more information about any of the issuers or securities discussed in this report should contact Auerbach Grayson. The securities of non-U.S. issuers may not be registered with or subject to SEC reporting and other requirements.
ERP is not a supervised entity but its parent company Evli Plc is supervised by the Finnish Financial Supervision Authority.
Company Facts
Guidance
Duell expects that organic net sales with comparable currencies will be at the same level or higher than previous year in FY 2025. Duell will continue to focus on improving profitability and expects adjusted EBITA to improve in FY 2025 from last year’s level.
Financial targets
Duell’s medium term (3-5 years) targets: Net sales in the range of EUR 200-300m in the medium term achieved through both organic and inorganic growth, adjusted EBITA-% at least 13%, net debt to adjusted EBITDA ratio 2-3x.
Schedule analyst call
For professional investors wishing to discuss the case, please book a complimentary analyst call
Book a call