Martela Corporation Plans Share Series Combination and Directed Share Issue
News related to:Martela Corporation · 2 min read
Martela Corporation is set to convene an extraordinary general meeting on Tuesday, September 29, 2026, at 9:30 a.m. (EEST) at the Valla Conference Centre in Helsinki. The meeting will address the combination of the company's two existing share series and related amendments to its Articles of Association, as well as a proposed directed share issue without consideration.
The meeting is intended to formalize the combination of the company's share series, currently divided into series K shares, which carry twenty votes per share, and series A shares, each with one vote. The combination will result in a single share series, with each share carrying one vote. This change is designed to simplify the company’s ownership structure and decision-making process, aligning voting rights with shareholdings.
According to the company, a fairness opinion from Aktia Alexander Corporate Finance Oy supports the proposed combination, deeming it fair from a financial perspective to all shareholders. The Board of Directors has also secured a commitment from 76.7% of series K shareholders, who have agreed to vote in favor of the proposal.
To compensate series K shareholders for the loss of voting rights, a directed share issue without consideration will be made. Shareholders will receive one new series A share for every four series K shares held in the same book-entry account. Based on the current shareholding situation, the maximum number of shares to be issued is 151,200.
Following the combination, the company’s Articles of Association will be amended to remove provisions related to different share series. The authorizations granted by the company’s annual general meeting of April 8, 2026, concerning the repurchase of shares and the issuance of option rights, will apply to the shares of the single series following the combination.
Additionally, the company is seeking authorization from the extraordinary general meeting to issue shares in future directed share issues. The maximum number of new shares that can be issued is 17,777,777, representing approximately 383% of the total number of shares before the combination.
The company believes that the combination of share series will improve its prospects for equity funding, increase investor interest, and enhance share liquidity. The changes are expected to simplify the ownership structure and clarify decision-making processes, as voting rights will be distributed proportionally to shareholders' holdings.
The meeting will be held as a hybrid event, allowing shareholders to participate both in person and remotely. Instructions for participation are provided in the notice accompanying this release. Shareholders are encouraged to vote in advance of the meeting to ensure their voice is heard.
By addressing these structural changes, Martela Corporation aims to streamline its corporate governance and enhance its financial flexibility, positioning itself for future growth and stability.