Kesla Plc | Unofficial English Translation of Stock Exchange Release | 21 October 2026 at 17:05
As announced by Kesla Plc (the “Company”) on 15 April 2026, the Company’s Board of Directors initiated an assessment regarding the possible combination of the Company’s two share classes. The Board has now completed its assessment and resolved to propose to an Extraordinary General Meeting that the Company’s Class A and Class B shares be combined into a single share class and that a related directed issuance of shares without payment be carried out for the holders of Class B shares.
Key Terms of the Board’s Proposal
The Board proposes that the Company’s Class A and Class B shares be combined into a single class of shares so that each Class B share would be converted into one Class A share on a 1:1 basis. Following the combination, all shares in the Company would carry equal rights, and each share would confer one (1) vote at General Meetings.
In connection with the share class combination, the Board proposes a directed issuance of shares without payment to holders of Class B shares. In the share issue, one (1) new Class A share would be issued for every ten (10) Class B shares held. The share issue would be implemented as compensation for the loss of voting rights associated with the Class B shares. A maximum of 81,500 new shares would be issued.
In addition, the Board proposes amending the Company’s Articles of Association by removing the provisions relating to different share classes and their differing rights.
The proposed amendments to the Articles of Association, the share class combination and the directed issuance of shares without payment form a single overall arrangement. The proposals are conditional upon one another, and the implementation of the arrangement requires that all three proposals be approved in the form proposed by the Board. The arrangement will not be implemented in part.
Board Recommendation and Fairness Opinion
The Board considers the proposed share class combination to be in the best interests of the Company and its shareholders. The arrangement aims, among other things, to simplify the Company’s capital structure, improve the liquidity of the Company’s shares, clarify its governance structure and enhance its attractiveness in the capital markets.
The Board has obtained an independent fairness opinion from Spring Advisor Oy, according to which the combination of share classes and the related compensation granted to holders of Class B shares are financially fair to both Class A and Class B shareholders.
Based on its assessment and the fairness opinion received, the Board recommends that shareholders approve the proposal concerning the combination of share classes.
Extraordinary General Meeting
The Board of Directors has resolved to convene an Extraordinary General Meeting on 25 November 2026 to decide on the combination of share classes and the related arrangements. The notice to the Extraordinary General Meeting will be published on 21 October 2026 as a separate stock exchange release.
The notice of the meeting will include the Board’s detailed proposals and the grounds for them, the proposed new Articles of Association, and the detailed terms of the directed issuance of shares without payment. The fairness opinion issued by Spring Advisor Oy will also be published as an appendix to the notice of the meeting.
KESLA PLC
Further information and interview requests:
Vesa Tuomi
Chair of the Board of Directors
Tel. +358 400 604 922
vesa.tuomi@kesla.com
Kesla – Your Responsible Partner
Kesla is a responsible partner that develops machinery, technology and services for the sustainable success of its customers, both in and outside the forest. Kesla’s four product groups are: truck and stationary cranes, logging equipment, tractor equipment and KESLA Defence. In 2025, the Group’s turnover was €34,4 million, of which 53% was attributable to export operations. Established in 1960, Kesla has production facilities in Joensuu, Kesälahti and Ilomantsi as well as a sales office in Appenweier, Germany. Kesla currently employs around 200 people. Kesla’s A series shares are listed on the Nasdaq Helsinki Ltd. www.kesla.com/en/frontpage