Reverse share split – FAQ

Note: This FAQ is provided for information purposes only. In the event of any discrepancy between this FAQ and the resolutions of the General Meeting or official stock exchange releases, the official documents shall prevail.

 

I own shares in Exel Composites. Does the reverse share split require actions from me?

No. Exel Composites will carry out the reverse share split automatically in the book-entry system, and no action is required from shareholders. If you wish to participate and vote on the Board of Directors’ proposal at the Annual General Meeting on 26 March 2026, please follow the instructions in the notice to the General Meeting (including registration and possible advance voting).

What is the timetable for the reverse share split?

Key dates relating to the Annual General Meeting process are described in the notice to the General Meeting, including:

  • 13 February 2026: Publication of the AGM notice and related stock exchange release
  • 26 March 2026: Annual General Meeting (decision on the reverse share split proposal)

If the AGM approves the proposal, the Board of Directors will later decide the Reverse Split Date and publish the detailed execution timetable (including any technical details related to trading).

What is the combination ratio of the reverse share split? How does the number of shares change?

The Board of Directors has proposed that each fifteen (15) shares will be merged into one (1) share (a 15:1 reverse split). As a result, the total number of shares will decrease to approximately one fifteenth of the current number of shares (subject to the rounding mechanism described below).

Why will the shares be merged?

The purpose of the reverse share split is to facilitate trading in Exel Composites’ shares by increasing the value of an individual share and to contribute to efficient price formation. The Board of Directors considers the reverse share split to be in the interest of the company and all shareholders, and that there is an especially serious financial reason for implementing it and the related technical measures. The arrangement is not intended to affect the company’s equity.

How does a 15:1 reverse share split work?

In practice, the reverse share split has the same result as combining 15 old shares into 1 new share, which is expected to be correspondingly more valuable per share (assuming no other changes in market price).

Technically, the arrangement is proposed to be implemented by:

  • a directed share issue without consideration to eliminate fractions (rounding), and
  • a redemption without consideration so that each fifteen (15) shares are merged into one (1) share.

On the Reverse Split Date (to be decided later by the Board of Directors if the AGM approves the proposal), Exel Composites would redeem from each book-entry account a number of shares determined by the redemption ratio 14/15 (i.e., for each 15 existing shares, 14 shares are redeemed). The redeemed shares are cancelled immediately after redemption.

What happens if I own less than fifteen shares?

To avoid fractional shares, Exel Composites proposes to round up the number of shares in each book-entry account so that the holding becomes divisible by 15 on the Reverse Split Date. This is done by issuing shares without consideration to those shareholders whose holdings are not divisible by 15. The maximum rounding per book-entry account is 14 shares.

  • A maximum of 14 shares can be allocated to a single book-entry account for rounding purposes.
  • It is estimated that approximately 53,000 shares would be needed for rounding, and to ensure feasibility, the proposed maximum number of company’s treasury shares available for rounding is 150,000 shares.

Illustrative examples (before the reverse split):

  • If you hold 1 share, 14 shares would be issued without consideration so that you hold 15 shares; after the 15:1 reverse split, you would hold 1 share.
  • If you hold 14 shares, 1 share would be issued without consideration so that you hold 15 shares; after the 15:1 reverse split, you would hold 1 share.

(These examples illustrate the rounding mechanism only; the actual execution is based on holdings on the Reverse Split Date.)

Will the reverse split affect the value of my investment?

A reverse share split means only that there will be a reduction in the number of shares and a corresponding increase in the value per share, while the market value of the holding is determined in trading on Nasdaq Helsinki. The arrangement is not intended to affect the company’s equity.

Because the proposal includes rounding up by issuing shares without consideration for certain book-entry accounts (to make holdings divisible by 15), some book-entry accounts may receive up to 14 additional shares before the consolidation. This is a technical measure to avoid fractional shares.

Will the reverse split have an impact on how much Exel Composites I own?

In general, the reverse share split is intended to be ownership neutral. However, due to the rounding up share issue without consideration (to eliminate fractions), a shareholder’s proportionate ownership may change slightly (by a fraction of a share) depending on their holding on the Reverse Split Date.

How will I receive the combined shares?

If you hold Exel Composites shares in a book-entry account, the new number of shares will appear on your account automatically after the reverse split has been carried out. The reverse share split will be executed in the book-entry system after the close of trading on the Reverse Split Date to be decided later by the Board of Directors (if the AGM approves the proposal). If necessary, trading may be temporarily interrupted to perform technical measures in the trading system.

Why has the ratio 15:1 been chosen?

The Board of Directors has proposed the 15:1 ratio to achieve the objectives of the reverse share split – facilitating trading by increasing the value of an individual share and contributing to efficient price formation – together with a rounding mechanism that avoids fractional shares. Further details are included in the notice to the General Meeting and related materials published by the company.