Meriaura Group Plc: RESOLUTIONS OF MERIAURA GROUP PLC’S ANNUAL GENERAL MEETING AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS

Core Points - The Annual General Meeting of Meriaura Group Plc approved all proposals made by the Board of Directors [1] - The financial statements for the period from January 1, 2024, to December 31, 2024, were adopted [2] - A loss of EUR 12,236,659.36 for the financial year will be carried over to retained earnings, and no dividend will be paid [3] - All members of the Board of Directors and the CEO were discharged from liability for the financial period [4] Financial Transactions - The company will acquire the entire share capital of Summa Defence Oy for approximately EUR 187.7 million through a directed share issue, resulting in the issuance of 4,030,374,032 new shares at a subscription price of EUR 0.04657136 [5] - Meriaura Group will sell approximately 79.4% of its subsidiary Meriaura Oy for EUR 14.4 million and provide short-term seller's financing of EUR 14.4 million [5] - The company will acquire 330,675,334 of its own shares from Meriaura Invest Oy at a total purchase price of around EUR 15.4 million, offsetting the seller's financing against the purchase price [5][6] Amendments to Articles of Association - Amendments to the Articles of Association include changes to the company's line of business to focus on defense equipment and related operations, as well as maritime logistics and renewable energy [7][8] - The registered name of the company will change to Summa Defence Oyj following the completion of the transaction [8] Board of Directors and Auditor - The number of members of the Board of Directors was set to five, with specific members elected for a term ending at the next Annual General Meeting [18] - KPMG Oy Ab was re-elected as the auditor, with Henry Maarala as the principal auditor [19] - KPMG Oy Ab was also elected as the sustainability reporting assurer [20] Share Issuance Authorization - The Board of Directors was authorized to issue up to 979,573,759 shares, representing around 20% of all shares post-transaction, with the ability to deviate from shareholders' pre-emptive rights if justified [21][22][23]