Kesla Plc | Unofficial English Translation Stock Exchange Release | 21 October 2026 at 17:30
The shareholders of Kesla Plc (the “Company”) are invited to attend the Extraordinary General Meeting to be held on Wednesday, 25 November 2026 at 11:00 a.m. (EET) at Joensuu Science Park, Meeting Room Minerva, Länsikatu 15, 80110 Joensuu, Finland.
The meeting venue will open, and registration and distribution of voting slips will begin at 10:00 a.m.
The meeting will be held as a hybrid meeting in accordance with Chapter 5, Section 16(2) of the Finnish Companies Act. In addition to attending the meeting in person, shareholders may participate in the meeting and exercise their rights in full during the meeting via a remote connection. Instructions for remote participation are provided in Section C of this notice.
A. Matters on the Agenda of the General Meeting
1. Opening of the Meeting
2. Calling the Meeting to Order
3. Election of Persons to Scrutinize the Minutes and Supervise the Counting of Votes
4. Recording the Legality of the Meeting
5. Recording the Attendance and Adoption of the List of Votes
6. Proposal of the Board of Directors to Amend the Articles of Association
The proposals presented by the Board under items 6–8 concerning the amendment of the Articles of Association, the combination of share classes and the directed share issue without payment form a single arrangement. The implementation of the arrangement requires that all three proposals be approved as proposed by the Board. The resolutions are conditional upon each other and the arrangement will not be implemented partially.
The Board proposes that the Articles of Association be amended in connection with the combination of share classes by removing all provisions regarding A and B share classes and their differing rights, resulting in the Company having only one share class in the future.
The proposed amended Articles of Association are attached as Appendix 1.
The amendment of the Articles of Association is intended to enter into force upon registration with the Finnish Trade Register. The resolution requires a qualified majority under the Finnish Companies Act, meaning at least two-thirds of the votes cast and shares represented at the meeting.
7. Proposal of the Board of Directors on the Combination of Share Classes
The Board proposes that the Company's A shares and B shares be combined into a single share class by converting each B share into one A share at a conversion ratio of 1:1.
Following the combination, all shares would carry equal rights, and each share would entitle its holder to one (1) vote at the General Meeting.
The combination will be implemented in accordance with registrations made with the Trade Register and the technical timetable agreed with Euroclear Nordics Oy.
The arrangement constitutes a combination of share classes and not a reduction in the number of outstanding shares. The Board of Directors, or a party authorized by it, shall determine the detailed implementation of the combination of share classes.
8. Proposal of the Board of Directors on a Directed Share Issue Without Payment to Holders of B Shares
The Board proposes that, in connection with the combination of share classes, holders of B shares be granted in a directed share issue without payment one (1) new A share for every ten (10) B shares held.
As there are currently 815,000 B shares, the total number of new A shares to be issued would be a maximum of 81,500 shares.
The directed share issue without payment is intended as compensation for the loss of voting rights attached to B shares. According to the Board’s assessment, the share issue is supported by a particularly weighty financial reason from the Company's perspective, as the combination is intended to simplify the capital structure, improve share liquidity, clarify the governance structure and strengthen the Company's attractiveness in the capital markets.
The Board has obtained a fairness opinion dated 21 October 2026 from Spring Advisor Oy, according to which the combination of share classes and the related compensation to holders of B shares are, as of the date of the opinion, fair from a financial perspective to both A and B shareholders.
The fairness opinion is attached as Appendix 4.
The detailed terms and conditions of the share issue are attached as Appendix 2.
The number of new shares granted to each shareholder will be determined based on the number of B shares held. If the number of B shares is not divisible by ten (10), the number of new shares to be issued will be rounded down to the nearest whole share and no fractional shares will be issued.
The resolution requires a qualified majority under the Finnish Companies Act, meaning at least two-thirds of the votes cast and shares represented at the meeting.
The combination of share classes, the related amendment of the Articles of Association and the directed share issue without payment are expected to be registered with the Trade Register on 27 November 2026.
The record date of the directed share issue will be 27 November 2026.
Entries in the book-entry accounts relating to the combination of share classes and directed share issue are expected to be made on 30 November 2026.
Trading in the Company's combined shares, including the new shares issued in the share issue, on Nasdaq Helsinki is expected to commence on or about 30 November 2026, or as soon as possible thereafter.
The Company will announce the confirmed implementation timetable separately.
9. Amendment of the Charter of the Shareholders' Nomination Committee
The General Meeting is proposed to approve the Charter of the Shareholders' Nomination Committee in the form attached as Appendix 3.
The Charter shall enter into force once approved by the General Meeting and shall replace previous General Meeting resolutions concerning the Nomination Committee to the extent that such matters are regulated in the Charter.
Under the proposal, the Nomination Committee will continue to operate until further notice unless otherwise decided by the General Meeting. The Charter specifies, among other things, the composition of the Committee, the determination and transfer of nomination rights, the consideration of nominee-registered and aggregated holdings, and the Committee’s duties in accordance with the Finnish Corporate Governance Code 2026.
10. Authorisation of the Board of Directors to Resolve on the Practical Implementation of the Combination of Share Classes
The Board proposes that the General Meeting authorise the Board to decide on all technical and registration-related matters concerning the implementation of the combination of share classes, amendment of the Articles of Association and directed share issue without payment, including the timing and execution of registrations, record dates, book-entry system entries, listing applications and other actions required by Nasdaq Helsinki Ltd, Euroclear Nordics Oy and the Finnish Patent and Registration Office.
11. Closing of the Meeting
B. General Meeting Documents
The notice of the General Meeting, including the Board’s proposals, the proposed amended Articles of Association, the terms and conditions of the directed share issue without payment, the proposed Charter of the Shareholders’ Nomination Committee, the fairness opinion issued by Spring Advisor Oy, and other meeting materials, will be available on Kesla Plc's website no later than 21 October 2026.
The documents will remain available on the website for at least three months after the meeting.
The minutes of the General Meeting will be available on the same website no later than 9 December 2026.
Documents referred to in Chapter 5, Section 21 of the Finnish Companies Act will be available, as applicable, at least three weeks prior to the meeting. Copies of the documents will also be available at the meeting and will be sent to shareholders upon request in accordance with the Finnish Companies Act.
C. Instructions for Participants
1. Shareholder Registered in the Shareholders' Register
A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Nordics Oy on the record date, 13 November 2026, is entitled to participate in the General Meeting.
Registration for the meeting begins on 23 October 2026 at 10:00 a.m.
A shareholder wishing to participate either in person or remotely must register no later than 18 November 2026 at 12:00 noon, by which time the registration must have been received.
During registration, the shareholder must provide the requested information, including name, date of birth or business ID, telephone number and email address, as well as whether participation will take place at the meeting venue or remotely.
2. Holder of Nominee-Registered Shares
A holder of nominee-registered shares has the right to participate in the General Meeting based on the shares that would entitle the holder to be entered in the shareholders’ register on the record date of 13 November 2026.
Participation also requires temporary registration in the shareholders' register maintained by Euroclear Nordics Oy no later than 20 November 2026 at 10:00 a.m.
3. Use of Proxy Representatives and Powers of Attorney
A shareholder may participate and exercise their rights through a proxy representative.
The proxy representative must present a dated power of attorney or otherwise reliably demonstrate their right to represent the shareholder.
Template power-of-attorney forms are available on the Company’s website.
4. Remote Participation
Eligible shareholders may participate fully via remote connection, including:
Following the meeting in real time
Exercising speaking rights
Asking questions
Making proposals
Voting in real time
Remote participation is provided through Inderes Plc’s virtual general meeting service on the Videosync platform.
No separate software installation is required. Participation requires an internet connection and a computer, smartphone or tablet.
Participation links and passwords will be sent by email and/or text message no later than 24 November 2026.
Further information is available through the support pages provided by the service provider.
5. Other Information
A shareholder participating in person or remotely has the right to ask questions regarding matters to be considered at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act.
As of 21 October 2026, Kesla Plc has:
3,383,145 shares
18,868,145 votes
The shares are divided into:
Share Class Number of Shares Votes
A Shares 2,568,145 2,568,145
B Shares 815,000 16,300,000
Total 3,383,145 18,868,145
Under the Articles of Association:
Each A share carries one (1) vote
Each B share carries twenty (20) votes
Joensuu, 21 October 2026
KESLA PLC
Board of Directors
Further Information
Vesa Tuomi
Chairman of the Board
Tel. +358 400 604 922
Distribution
Nasdaq Helsinki
Major media outlets
www.kesla.com
The appendixes are available in the original Finnish-language Stock Exchange Release https://kesla.com/fi/sijoittajille?publicationId=8b8ed7d1-d8ec-4c65-ade9-d7afa849ddc7
Appendix 1: Proposed amended Articles of Association
Appendix 2: Terms and Conditions of the Directed Share Issue Without Payment
Appendix 3: Proposed Charter of the Shareholders’ Nomination Committee
Appendix 4: Spring Advisor Oy Fairness Opinion dated 21 October 2026