Dividend proposal and annual results
In its November 2 meeting notice, Duell's board proposed transferring the parent company's EUR 72,460 annual loss to retained earnings and making no dividend payment. The parent company had EUR 49,739,857 in distributable funds on August 31, 2026. The notice states that the company's financial position has not changed significantly since the fiscal year ended.
Shareholders will consider the financial statements for September 1, 2025, through August 31, 2026, including the consolidated accounts. The agenda also includes the CEO's review, discharge of the directors and CEO from liability for that period, and consideration of the remuneration report.
Duell's full-year financial report, released October 15, showed group net sales of EUR 124.3 million, a 1.8% decline from EUR 126.6 million a year earlier. Adjusted EBITA fell to EUR 2.0 million from EUR 4.9 million. The group reported an operating loss of EUR 4.6 million, a net loss of EUR 6.67 million and basic earnings per share of EUR -1.285.
The company attributed the sales decline mainly to changes in its French brand portfolio, with an impact exceeding EUR 6 million, and weak Nordic winter conditions in the first quarter. Duell identified France as its main weak spot and said it was working to restore profitable growth there.
Founded in 1983 in Mustasaari, Finland, Duell imports and wholesales powersports aftermarket products. According to the full-year report, it supplies about 8,500 dealers with a portfolio of 100,000 products from more than 500 brands and employs approximately 200 people. Its shares trade under DUELL on the Nasdaq First North Growth Market Finland.
Proposed powers to repurchase and issue shares
The proposed repurchase authorization would allow the board to buy back up to 519,437 Duell shares using only unrestricted equity. Purchases could take place at the price established in public trading on the purchase date or at another market-based price. The board would set the terms and could buy shares other than in proportion to shareholders' holdings.
The shares could be used to offset dilution from acquisition-related share issues, adjust the capital structure, finance or carry out acquisitions, support incentive arrangements, or be canceled. Any repurchase would have to serve the interests of Duell and its shareholders.
Under a separate authorization, the board could issue up to 519,437 shares in one or more installments, with or without payment. This would cover both newly issued shares and transfers of treasury shares. The board would determine the terms and could depart from shareholders' preemptive rights.
The issuance authority could be used for capital-structure changes, acquisition financing or execution, and incentive arrangements, provided the issue serves the interests of the company and its shareholders. Each proposed authorization represents approximately 10% of Duell's shares as of the notice date.
Both authorizations would expire at the end of the next annual general meeting or on December 31, 2027, whichever comes first. They would replace the corresponding authorizations approved on November 25, 2025.
Duell already has a share-based incentive plan approved by the board on August 25, 2026. For the 2026-2028 performance period, it targets about 10 key employees. The maximum reward value, including the portion payable in cash, corresponds to 130,000 shares, or approximately 2.5% of the company's shares.
Directors, compensation and auditor
The board is seeking another term for all four current directors: Anna Hyvönen, Kim Ignatius, Axel Lindholm and Elina Rahkonen. Their proposed terms would run through the close of the next annual general meeting. The articles of association give the directors responsibility for choosing the board chair from among themselves.
Proposed monthly compensation is EUR 4,000 for the chair, EUR 3,000 for the deputy chair and EUR 2,000 for each other director. A committee chair would receive EUR 1,000 per meeting only if that person is neither the board chair nor deputy chair. Other committee members would receive EUR 500 per meeting. Reasonable meeting-related travel costs would be reimbursed under Duell's travel policy.
The board also recommends retaining KPMG Oy Ab as auditor until the close of the next annual general meeting. KPMG has designated Authorized Public Accountant Mari Kaasalainen as the responsible auditor if the firm is re-elected. Audit fees and travel expenses would be paid against an invoice approved by the board.
According to the full-year report, Duell had 3,909 shareholders on August 31, 2026. Hc Dl Holding Oy Ab was the largest, with 1,566,316 shares, or 30.15%, followed by Sponsor Capital Oy with 526,085 shares, or 10.13%. The 10 largest shareholders together owned 2,927,560 shares, representing 56.36% of the company.
Working capital, financing and outlook
Duell ended August with inventories of EUR 36.0 million, down from EUR 46.4 million a year earlier. The company attributed the reduction to EUR 7.5 million in optimization measures and a EUR 2.9 million write-down. Net working capital declined to EUR 40.8 million from EUR 50.0 million, while net debt fell to EUR 14.9 million from EUR 20.2 million. Annual operating cash flow increased to EUR 7.3 million from EUR 1.6 million.
In October, after the fiscal year-end, Duell entered into a new agreement with a financial institution setting out credit-facility amounts, covenant terms, margins and collateral. The company disclosed the agreement as a significant event after the reporting period in its full-year report.
The October 15 report also forecast net sales of EUR 122 million to EUR 130 million and adjusted EBITA of EUR 3 million to EUR 5 million for the fiscal year running from September 2026 through August 2027. Duell cited continued market uncertainty and low consumer confidence.
Attendance, registration and meeting documents
The AGM will begin at noon EET on Tuesday, November 24, at the Eliel event venue, Töölönlahdenkatu 2, Helsinki, Finland. Check-in for registered shareholders and distribution of ballots will start at 11 a.m. EET. The meeting will be conducted in Finnish.
Shareholders can watch a webcast, but viewing does not count as participation. Webcast viewers cannot vote, ask questions or submit counterproposals during the meeting, and they must still register. Shareholders attending the meeting may ask questions about the matters under discussion, and participation through a proxy is permitted.
Eligibility to participate is based on the shareholder register maintained by Euroclear Nordics Oy on November 12, 2026. Later changes in ownership do not affect participation or voting rights. Holders of nominee-registered shares must also arrange temporary registration by November 19.
Registration opens at 10 a.m. EET on November 3 and closes at 4 p.m. EET on November 17. Shareholders may register through Duell's website, by email to Innovatics Ltd or by mail. They must supply the requested information, including contact details and details of any proxy representative.
The meeting notice and proposed resolutions are available on Duell's website. The financial statements, annual report, auditor's report, remuneration policy and remuneration report will be available there by November 3. Meeting documents will also be available for inspection at the AGM, and the minutes will be published on the website by December 8.
