INSIDE INFORMATION: Martela has received a demand from Isku Inspira Oy for convening an extraordinary general meeting to consider carrying out a special audit

Martela Corporation, inside information, 16 September 2026 at 16:30 (EEST)

Martela Corporation’s (“Martela” or the “Company”) Board of Directors has received a demand from Roope Vikström, Chairman of the Board of Directors of Isku Inspira Oy, for convening an extraordinary general meeting of Martela to consider carrying out a special audit in Martela.

The demand concerns carrying out a special audit, as referred to in Chapter 7, Section 7 of the Finnish Limited Liability Companies Act (624/2006, as amended), of Martela Corporation's administration and accounting for the period from 1 January 2026 to 15 September 2026. The demand specifies a total of 17 subject-matter areas to be audited, relating, among other things, to the structure and sustainability of the Company's liquidity (including the proportion of the release of working capital in the Company's operating cash flow and the sufficiency of this source of financing), the development of the Company's financial position and equity, the identification and consideration of the financing requirement by the Board of Directors, the terms of financing agreements and compliance therewith, the preparation of the half-year report and earnings guidance, the handling of inside information, as well as the preparation of the directed share issue announced by the Company on 8 September 2026 (the "Share Issue"), the determination of the subscription price and the selection of subscribers, and related party transactions carried out during the review period.

The grounds for the demand state that the period subject to the audit falls within the current financial year, in respect of which the Company has published both its Q1 Interim Report and its H1 Half-Year Report, and that the information presented therein should be assessed against the grounds and information presented in the Company's inside information release of 8 September 2026 concerning the Share Issue and the combination of share series, and in the subsequent notice convening the extraordinary general meeting. Correspondingly, according to the demand, an assessment should be made of whether the serious financial reason required for the Share Issue under Chapter 9, Section 4, subsection 1 of the Finnish Limited Liability Companies Act exists, and of how the anchor investors who have given subscription undertakings were selected and whether they were in possession of unpublished inside information concerning the Share Issue that was not made available to other shareholders.

According to the demand, its purpose is to establish the facts, and the demand does not allege that the Company has acted unlawfully but considers that the chain of events relating to the preparation of the Share Issue constitutes serious grounds, as referred to in Chapter 7, Section 7, subsection 3 of the Finnish Limited Liability Companies Act, for carrying out a special audit. In addition, the demand requests that the Company's Board of Directors refrain from using the authorisation concerning the Share Issue proposed to the extraordinary general meeting convened for 29 September 2026, until more detailed grounds for the Share Issue have been presented, or alternatively, that the necessary financing be carried out in a manner that does not deviate from the shareholders' pre-emptive subscription rights.

Isku Inspira Oy holds 481,193 series A shares in Martela Corporation. The shares carry 481,193 votes. The holding corresponds to 10.37 per cent of all of the Company's shares, 2.98 per cent of the votes carried by all shares, and approximately 11.9 per cent of the series A shares.

Observations of Martela's Board of Directors on the demand

"Martela's Board of Directors considers the demand received from its minority shareholder Isku Inspira Oy surprising in a situation where the Company's Board of Directors has convened a general meeting to resolve on a share issue by Martela in order to strengthen the Company's working capital and secure the continuity of its business, support the development of its business, rehabilitate its capital structure and broaden its shareholder base. It is worth noting that Isku Inspira Oy is an associated party of Martela’s competitor Isku-Yhtymä.

For the future development of Martela's business, it is extremely important that the Company can continue to improve its profitability as planned. The planned share issue and the combination of share series play an essential role in this, and Martela's extraordinary general meeting will decide on the matter on 29 September 2026. From the beginning of planning the share issue, Martela's Board of Directors has considered it important, and also seeks in its decision concerning the possible directed share issue to take into account, that a broader investor base, including Martela's shareholders, has the opportunity to participate in the planned directed share issue.

We respect the demand received for convening a general meeting, and should the proposal receive the support of the general meeting and should the Finnish Licensing and Supervisory Authority decide to order the audit, it is clear that the audit is acceptable to Martela," says Tapio Pajuharju, Chairman of the Board of Directors of Martela Corporation.

The Company's Board of Directors will examine the details presented by Isku Inspira Oy more closely. The Company's Board of Directors will separately decide on convening a new extraordinary general meeting of Martela on the basis of the demand.

The Company's Board of Directors states that, in the case of the Share Issue, the requirement of a serious financial reason under Chapter 9, Section 4, subsection 1 of the Finnish Limited Liability Companies Act is fulfilled, as stated in the Company's stock exchange release published on 8 September 2026. Carrying out the Share Issue is important for securing the continuity of the Company's business, and it cannot be postponed despite the request made in Isku Inspira Oy's demand. The extraordinary general meeting convened for 29 September 2026 will therefore be held as planned.

The Company's Board of Directors further states that the anchor investors who have given subscription undertakings for the Share Issue were selected, and the proposed subscription price was determined, in accordance with normal practices and applicable regulation.

In addition, the Company's Board of Directors states that, based on information from the Finnish Patent and Registration Office (as at 16 September 2026), the Chairman of the Board of Directors of Isku Inspira Oy also serves as Chairman of the Board of Directors of Isku-Yhtymä Oy. In the view of Martela's Board of Directors, the business operations of the Isku-Yhtymä Oy group also include operations that compete with Martela.

Background to the special audit

A precondition for carrying out a special audit is that the proposal is supported at the general meeting by either at least 1/10 of all shares or at least 1/3 of the shares represented at the general meeting. If the special audit receives the required support at the general meeting, the shareholder must apply to the Finnish Licensing and Supervisory Authority for the audit to be carried out. The Authority grants the application if the applicant demonstrates that there are serious grounds for the audit.

MARTELA CORPORATION

BOARD OF DIRECTORS

FOR FURTHER INFORMATION, PLEASE CONTACT:

Chairman of the Board of Directors, Tapio Pajuharju tel. +358 50 5774 200

DISTRIBUTION:

NASDAQ Helsinki, key news media, www.martela.com

MARTELA CORPORATION:

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.