Martela Corporation, stock exchange release on 29 September 2026 at 13.45 (EEST)
The Extraordinary General Meeting of Martela Corporation was held today on 29 September 2026. The General Meeting approved the Company's Board of Directors' proposals to combine the share series and to authorise the Board of Directors to decide on a directed share issue against consideration.
Combination of share series and related amendment of the Articles of Association and directed share issue without consideration
The General Meeting resolved to approve the Board of Directors' proposal on the combination of the share series, the related amendment to the Articles of Association, and the directed share issue without consideration, following a vote. Approximately 75.9 per cent of all shares represented at the General Meeting and approximately 95.4 per cent of the votes carried by them supported the Board of Directors' proposal. In terms of share series, approximately 69.1 per cent of the series A shares represented at the General Meeting and the votes carried by them, and 100 per cent of the series K shares represented at the General Meeting and the votes carried by them, supported the proposal. Approximately 24 per cent of the shares represented at the General Meeting and approximately 4.6 per cent of the votes carried by them opposed the Board of Directors' proposal. In terms of share series, approximately 30.9 per cent of the series A shares represented at the General Meeting and the votes carried by them opposed the proposal. The General Meeting therefore approved the proposal by the qualified majority required per share series under the Finnish Limited Liability Companies Act (624/2006, as amended) (the "Companies Act"). The proposal in its entirety is included in the notice convening the General Meeting published on 8 September 2026, but its main points are as follows:
Combination of share series
The Company's share series will be combined so that, following the combination, all shares in the Company belong to the same share series and carry equal rights in the Company, including one (1) vote at a General Meeting. In connection with the combination of the share series, the existing series K shares, which have not been subject to trading on the regulated market, are converted to shares whose rights correspond to those of existing series A shares, i.e. shares of the sole series following the combination of share series. The conversion is done on a 1:1 basis, which means that one (1) series K share is converted into one (1) share of the Company's sole series of shares following the combination of share series, corresponding to the existing series A shares. The Company intends to apply for the converted shares to be admitted to trading on the regulated market.
Amendment of the Articles of Association
In order to implement the combination of the share series, the General Meeting resolved to amend the Company's Articles of Association by removing the provisions relating to different share series. The resolved amendments are as follows:
- Article 3 of the Articles of Association, "Osakesarjat ja niiden äänioikeudet" (Share series and the attached voting rights), is deleted.
- Article 5 of the Articles of Association, "Osakkeiden lunastaminen" (Redemption of shares), is deleted.
- The numbering of Articles 3-14 of the Articles of Association is amended so that the numbering of the articles remains consecutive following the deletions referred to in paragraphs 1 and 2 above.
The combination of the share series and the amendment of the Articles of Association are estimated to be registered in the Trade Register on approximately 12 October 2026.
Directed share issue without consideration
In connection with the combination of share series, the General Meeting resolved on a directed share issue without consideration to the holders of series K shares, whereby, in deviation from the shareholders' pre-emptive subscription right, shareholders receive one (1) new share of the Company's sole series of shares following the combination of share series, corresponding to the existing series A shares, for every four (4) series K shares held in the same book-entry account. The purpose of the share issue is to compensate the holders of series K shares for the loss of voting rights attached to series K shares resulting from the combination of the share series. The maximum number of shares to be issued is 151,200. All shareholders who hold series K shares in the book-entry system on 12 October 2026, the record date of the share issue, are entitled to receive new shares of the Company's sole series of shares following the combination of share series, corresponding to the existing series A shares.
The directed share issue without consideration does not require any actions by the shareholders. The shares issued in connection with the directed share issue without consideration are registered with the Trade Register concurrently with the amendments to the Articles of Association, or as soon as possible thereafter.
Amendments to authorisations
Following the combination of share series, the resolutions of the Company's Annual General Meeting of 8 April 2026 concerning (i) the authorisation of the Board of Directors to decide on the repurchase and/or acceptance of pledge of the Company's own shares, and (ii) the authorisation of the Board of Directors to decide on share issues as well as on the issuance of option rights and other special rights entitling to shares, shall henceforth apply to the shares of the Company's sole share series.
Authorising the Board of Directors to resolve on a directed share issue against consideration
The General Meeting resolved to approve the Board of Directors' proposal to authorise the Board of Directors to decide on a directed share issue against consideration, based on the results of the advance voting. Approximately 74.4 per cent of the shares represented at the General Meeting and approximately 95 per cent of the votes carried by them had supported the Board of Directors' proposal in the advance voting. Approximately 1.1 per cent of the shares represented at the General Meeting and approximately 0.2 per cent of the votes carried by them had opposed the Board of Directors' proposal in the advance voting. The General Meeting therefore approved the proposal by the qualified majority required under the Companies Act. The proposal in its entirety is included in the notice convening the General Meeting published on 8 September 2026, but its main points are as follows:
Under the authorisation, a maximum of 17,777,777 new series A shares or shares of the Company's sole series of shares following the combination of share series, corresponding to the existing series A shares, may be issued to a group of domestic investors determined by the Board of Directors. The share issue will be carried out in deviation from the shareholders' pre-emptive subscription right under Chapter 9, Section 3 of the Companies Act i.e. as a directed share issue. The share subscription price is EUR 0.45. The Board of Directors was authorised to resolve on the subscription period and payment period of the shares as well as on any other terms and conditions of the share issue and to attend to the practical measures relating to the share issue.
According to the assessment of the Company's Board of Directors, there is a weighty financial reason referred to in Chapter 9, Section 4(1) of the Companies Act for deviating from the shareholders' pre-emptive right.
The authorisation is valid until 31 December 2026. The authorisation does not revoke any previous unused authorisations relating to the issuance of shares or the issuance of option rights or other special rights entitling to shares.
The minutes of the Extraordinary General Meeting
The minutes of the Extraordinary General Meeting will be available on the Company's website at https://www.martela.com/about-us/about-martela/investors/corporate-governance/general-meeting by 13 October 2026, at the latest.
MARTELA CORPORATION
For further information:
CEO, Panu Ala-Nikkola
tel +358 50 502 4728
CFO, Henri Berg
tel +358 40 836 5464
Chairman of the Board, Tapio Pajuharju
tel +358 50 5774 200
Martela is a Nordic leader specialising in user-centric working and learning environments. With over 80 years of experience, we create the best places to work and offer our customers the Martela Lifecycle solutions which combine furniture and related services into a seamless whole.
Distribution:
Nasdaq Helsinki
Main media
www.martela.com
