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Duell’s first nine months of the fiscal year were negatively impacted by adverse weather and overall weakening demand sentiment. Market is expected to remain soft, continuing to pressure the company in Q4, where the focus is on profitability and inventory management.
Duell’s Q3 figures were anticipated to be weak following the profit warning. While profitability was below expectations, volumes exceeded our forecasts. In addition, developments in NWC, cash flow, and net debt were positives easing concerns related to leverage.
Duell lowered its guidance for FY 2025 as weakened market conditions resulted in weaker-than-expected Q3. The company’s Q3 (March–May) figures are due on Thursday, July 3.
Duell’s Q2 was mixed as rapid growth continued in Europe while slower snowmobile products sales in the Nordics affected margins more than we had expected. Uncertainties are high, yet we expect growth to continue during H2 in both Nordics and Central Europe.
Duell reported Q2 net sales at EUR 29.3m, surpassing our forecast of EUR 28.3m, while adjusted EBITA reached EUR 1.1m, falling short of our estimate of EUR 1.5m. Growth in Europe exceeded our forecasts, while slow demand for snowmobile products due to weather conditions impacted margins more than we had expected.
Duell's FY 2024 showed promising signs of a return to profitable growth track, following a challenging 2023 resulting in a rights issue. While we see the company gaining traction, the conditions remain slippery.
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.
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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.
Duell starts change negotiations 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.
It is estimated that around half of the cost savings to be achieved through the efficiency measures will come from redundant positions, restructuring and the development of operational models, and around half from other savings measures. The company also has the possibility to implement temporary layoffs.
The change negotiations will start on 9.10.2024 in Finland, Duell Bike-Center Oy, and Sweden, Duell AB, by applying local negotiation requirements with employee representatives and labour partners. The total estimated need for reductions across the Duell Group is up to 20 positions, including a maximum of 9 positions in Finland.
For additional information, please contact
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 Merasco Oy
+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 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.
This company announcement is a summary of Duell’s financial year report for September 2023–August 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.
Progress with both Central European growth strategy and profitability improvements
Full year and comparative figures presented below are derived from published financial statement. Financial year and quarterly figures are unaudited. The comparison period figures are based on audited statements.
June 2024-August 2024 "Q4 2024" (comparable figures in parenthesis 6/2023-8/2023):
- Net sales increased 5.8% to EUR 31.6 million (EUR 29.9 million). Net sales with comparable currencies increased 2.0 %.
- Adjusted EBITDA was EUR 1.6 million (EUR 0,5 million) with an adjusted EBITDA margin of 5.0% (1.6%).
- Adjusted EBITA was EUR 1.4 million (EUR 0.2 million) with an adjusted EBITA margin of 4.2% (0.8%).
- Adjusted operating profit was EUR 0.6 million (EUR -0.4 million) with a margin of 2.0% (-1.5%).
September 2023–August 2024 "FY 2024" (comparable figures in parenthesis 9/2022-8/2023):
- Net sales increased 4.9% to EUR 124.7 million (EUR 118.8 million). Net sales with comparable currencies increased 5.7%. Comparable net sales growth was 0.3%.
- Adjusted EBITDA was EUR 7.1 million (EUR 5.5 million) with an adjusted EBITDA margin of 5.7% (4.6%).
- Adjusted EBITA was EUR 6.2 million (EUR 4.6 million) with an adjusted EBITA margin of 5.0 % (3.9%).
- Adjusted operating profit was EUR 3.4 million (EUR 2.2 million) with a margin of 2.7% (1.9%).
- Earnings per share was EUR -0.004 (EUR -0.10) at end of August 2024.
Guidance 2025
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.
CEO Magnus Miemois:
I am quite happy with the performance of team Duell in the fourth quarter and the fiscal year overall. For the financial year 2024, net sales increased by five percent to EUR 125 million and adjusted EBITA increased by 34 percent to EUR 6.2 million. Our strategic focus on the central European market progressed well. As a result, we managed to grow business volumes, in a still somewhat uncertain market situation. This strategic focus has served us particularly well in this moment in time where the Nordics market demand remains soft. Our largest central European operations are in France and UK, but Benelux countries and Germany are also important regions in our growth equation.
In the Nordics motorcycle registrations declined, which is an indicator of lower market demand for motorcycle parts and accessories. On the other hand, we had good demand for bicycle parts and accessories in the Nordics market, where we are known for having top brands and a well working logistics setup for customers in Finland, Sweden and Norway.
Our program focused on profitability improvements, applying a wide array of initiatives, progressed well throughout the year and reached the point where we could continue the activities embedded into operational processes. Apart from the results, I consider this also as a milestone in developing our ability to execute, to identify opportunity and convert actions into tangible results. An important capability in every high performing organisation, I believe.
In June 2024 a new operating model was introduced. The aim of this operating model is to improve efficiency with a clearer market focus, to drive growth and develop strategic partnerships. The new operating model will also enable more effective integration at group level to accelerate organic growth. It will also provide a stronger emphasis on purchasing operations and the development of the brand portfolio.
The financial position of the company significantly improved during the year. The additional capital raised through the rights issue in January was the major step, but also the efforts made to improve profitability were important in having reached a more stable situation. We also progressed with inventory level optimizations and the inventory turnover rate is improving in the right direction. We are gradually shifting to a more data driven decision making regarding assortment and inventory levels.
Many of the above-mentioned things will remain on our agenda in the current financial year, and I would like to thank the entire Duell organisation for their accomplishments in financial year 2023-2024.We expect the demand over the next 12 months to be slightly more favourable, but there may be variations between product categories. Despite market uncertainties, our aim is to continue improving our performance in fiscal year 2025.
Key figures and ratios | Q4 2024 (6/2024-8/2024) | Q4 2023 6/2023-8/2023) | FY/ 2024 (9/2023-8/2024) | FY 2023 (9/2022-8/2023) |
Net sales | 31,579 | 29,866 | 124,652 | 118,832 |
Net sales growth, % | 5.8 | -14.0 | 4.9 | -4.2 |
Net sales growth with comparable currencies, % | 2.0 | -9.5 | 5,7 | -1.0 |
Organic net sales growth with comparable currencies, % | 2.0 | -16.2 | 0,3 | -15.6 |
Gross margin | 7 324 | 6,550 | 30,339 | 28,344 |
Gross margin, % | 23.2 | 21.9 | 24.3 | 23.9 |
EBITDA | 2,136 | 101 | 4,564 | 4,307 |
EBITDA margin, % | 6.8 | 0.3 | 3.7 | 3.6 |
Items affecting comparability, Gross margin* | 421 | -131 | 421 | -131 |
Items affecting comparability, EBITDA** | 101 | -370 | -2,998 | -1,193 |
Adjusted EBITDA | 1 614 | 471 | 7,141 | 5,499 |
Adjusted EBITDA margin, % | 5.1 | 1.6 | 5.7 | 4.6 |
EBITA | 1,885 | -145 | 3,628 | 3,401 |
EBITA margin, % | 6.0 | -0.5 | 2.9 | 2.9 |
Adjusted EBITA | 1 363 | 225 | 6,205 | 4,594 |
Adjusted EBITA margin, % | 4.3 | 0.8 | 5.0 | 3.9 |
Operating profit | 1,179 | -828 | 842 | 1,041 |
Operating profit margin, % | 3.7 | -2.8 | 0.7 | 0.9 |
Adjusted operating profit | 657 | -458 | 3,419 | 2,234 |
Adjusted operating profit margin, % | 2.1 | -1.5 | 2.7 | 1.9 |
Earnings per share, basic, EUR | 0.001 | -0.06 | -0,004 | -0.1 |
Earnings per share, diluted, EUR | 0.001 | -0.06 | -0,004 | -0.1 |
Number of outstanding shares at the end of the period, basic | 1,038,546,116 | 30,545,474 | 1,038 546,116 | 30,545,474 |
Number of outstanding shares at the end of the period, diluted | 1,036,334,706 | 30,545,474 | 1,036,334,706 | 30,545,474 |
Weighted average number of shares, basic | 1,038,546,116 | 30,545,474 | 692,113,705 | 27,937,259 |
Weighted average number of shares, diluted | 1,038,344,706 | 30,545,474 | 691,926,399 | 27,937,259 |
Investments in tangible and intangible assets excluding acquisitions | 118 | 1,004 | 746 | 2,481 |
Net debt | 19,563 | 38,248 | 19,563 | 38,248 |
Net working capital | 48,323 | 49,873 | 48,323 | 49,873 |
Operating free cash flows | 10,130 | 10,599 | 5,785 | 16,392 |
*) Items affecting comparability, gross margin: EUR 421 thousand in 09/2023-08/2024, generated from change of accounting principles related to inventory.
**) Items affecting comparability, EBITDA: Totally EUR -2,988,000 in 09/2023-08/2024. EUR 338,000 was generated from changing accounting principles related to receivables, restructuring costs EUR -371,000, rights issue EUR -2,818,000 and other non-recurring items EUR -147,000.
Inventory and receivables, change in accounting principles
Duell has changed its accounting principles related to inventory valuation and overdue receivables. The reason for this change is to harmonise and simplify the policies in the group and adopt commonly applied practices in wholesale distribution business. Inventory valuation is done according to inventory aging, applying set write down profiles. The principles related to provisions for bad debt have been tightened and provisions made at given overdue thresholds. This change impacts both income statement and balance sheet positions, as detailed in the below table.
Income statement impact | MEUR | Balance sheet impact | MEUR |
Impact on gross margin (inventory) | 0.4 | Inventory and receivables valuation impact | -4.0 |
Impact on EBITDA (receivables) | 0.3 | Net tax impact | 0.5 |
Net impact, income statement | 0.8 | Net impact, equity | -3.5 |
Operational key figures | Q4 2024 (6/2024-8/2024) | Q4 2023 6/2023-8/2023) | FY/ 2024 (9/2023-8/2024) | FY 2023 (9/2022-8/2023) |
Number of brands | 535 | 562 | 535 | 562 |
Share of own brand sales, % of total | 15.9 | 15.0 | 18.0 | 21.8 |
Share of online sales, % of total | 25.8 | 27.4 | 26.0 | 24.7 |
Equity ratio, % | 55.0 | 38.6 | 55.0 | 38.6 |
Full-time equivalent employees, average* | 215 | 224 | 215 | 218 |
*) Including seasonal employees and 24 TranAm employees from March 2023 onwards.
Net sales, EUR thousand | Q4 2024 (6/2024-8/2024) | Q4 2023 6/2023-8/2023) | FY/ 2024 (9/2023-8/2024) | FY 2023 (9/2022-8/2023) |
Nordics | 15,895 | 15,152 | 66,162 | 69,926 |
Central Europe | 15,684 | 14,714 | 58,490 | 48,906 |
Total | 31,579 | 29,866 | 124,652 | 118,832 |
Significant events during the reporting period
Duell announced on June 1, 2024, to renew its organisation and Management Team from June 1, 2024, with the aim of investing in growth, developing strategic partnerships and improving efficiency.
Duell announced on June 10, 2024, that is has appointed Caj Malmsten as the company's Chief Financial Officer (CFO) and member of Management Team from August 19, 2024. Juha Lindroos served as Interim CFO in the period March to September 2024.
Duell announced on August 1, 2024, to commence a share buy-back programme based on the authorisation received from the Annual General Meeting on 5 December 2023. The shares to be repurchased will be used for a new share-based incentive plan for key employees of the Duell Group. The maximum number of shares to be repurchased is 6,760,000 shares, corresponding to approximately 0.7 percent of the total number of shares in the Company. The maximum amount to be used for the acquisition of shares is EUR 300,000.
Duell announced on August 28, 2024, that the Board of Directors of Duell Corporation has resolved to establish a new share-based incentive plan for key employees of the group. The Performance Share Plan 2025–2029 consists of three performance periods, covering the financial years 2025–2027, 2026–2028 and 2027–2029 respectively. The Board of Directors will resolve annually on the commencement and details of a performance period.
Significant events after 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, including a maximum of 9 positions in Finland.
Duell announced on October 9, 2024 that 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.
Webcast for investors and media
Duell will arrange a live webcast for investors and media in English on October 9, 2024, 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 wwhttps://investors.duell.eu/.
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).
Duell’s Financial Reporting and Annual General Meeting in 2024
Annual Report 2024, which includes, among other things, the Report of the Board of Directors and the Company's financial statements, will be released in the week commencing 21 October 2024.
Duell’s Annual General Meeting of shareholders is scheduled for Wednesday, November 20, 2024.
Financial reporting and Annual General Meetings in Financial Year 2025
During the Financial Year 2025, Duell will publish financial information as follows:
- Business report September 2024–November 2024 (Q1 2025) on Thursday, January 16, 2025.
- Half-year financial report September 2024–February 2025 (Q2 2025) on Thursday, April 10, 2025.
- Business report September 2024–May 2025 (Q3 2025) on Thursday, July 3, 2025.
- Financial statements bulletin for the financial year September 2024–August 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 Merasco 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 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.
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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.
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