Company Overview - Summa Defence Plc is a Finnish defense and security technology group focused on supporting industry growth and enhancing industrial production capacity amid geopolitical changes [5] - The company specializes in dual-use technologies related to supply security, situational awareness, mobility, and defense, benefiting civilian, security, and defense sectors while strengthening comprehensive security and crisis management capabilities [5] Name and Share Changes - The company changed its name from Meriaura Group Oyj to Summa Defence Oyj as decided in the Annual General Meeting on April 24, 2025 [1] - The name change is part of an arrangement where the company acquires the entire share capital of Summa Defence Oy through a share exchange and sells its subsidiary Meriaura Oy to Meriaura Invest Oy [1] - The Board of Directors executed the arrangement on June 9, 2025, issuing a total of 4,030,374,032 new shares related to the acquisition and cancelling 330,675,334 treasury shares [2] Share Capital and Trading - The new shares were registered in the Trade Register on June 10, 2025, along with the cancellation of treasury shares and the name change [3] - The company's share capital remains unchanged at EUR 470,210.00, with a total of 4,567,193,463 shares and votes after the registration [4] - The new shares will be publicly traded alongside the old shares on Nasdaq First North Sweden and Nasdaq First North Finland, starting June 11, 2025 [4][6]

Meriaura Group PlcCompany announcement 9 June 2025 at 8.00 p.m. (CEST) THE MERGER OF MERIAURA GROUP PLC AND SUMMA DEFENCE OY HAS BEEN COMPLETED, SALE OF MERIAURA GROUP OY SHARES, DIRECTED ACQUISITION AND CANCELLATION OF OWN SHARES, CHANGE OF COMPANY NAME AND CEO Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa or any other jurisdiction where such distribution or publication would b ...

Management Changes - Summa Defence's Chief Human Resources Officer Riitta Honkanen-Vaheri is leaving to become Human Resources Director at the European University Institute in Italy [1] - Hanna Korhonen has been appointed as the new Chief Human Resources Officer, bringing extensive experience from international listed companies [2][3] Merger Announcement - Meriaura Group Plc signed a conditional share exchange agreement to acquire the entire share capital of Summa Defence Oy, effective January 29, 2025 [4] - The merger aims to create a strong group focused on safety and security of supply in Finland, emphasizing dual-use technology [4] - Post-merger, Meriaura Group's shareholders will hold 11.9% and Summa Defence's shareholders will hold 88.1% in the new entity, Summa Defence Plc [4] Company Profiles - Meriaura Group operates in two business areas: Marine Logistics and Renewable Energy [6] - The Marine Logistics segment provides low-emission transport services for bulk cargo and project deliveries, particularly in Northern Europe [7] - The Renewable Energy segment focuses on clean energy systems, including solar thermal systems and high-quality solar power systems [9]

Group 1 - The execution of the acquisition of Summa Defence Oy's share capital has commenced, with a conditional share exchange agreement signed on January 29, 2025 [1] - The arrangement includes the sale of Meriaura Oy's shares to Meriaura Invest Oy and the acquisition of treasury shares from Meriaura Invest Oy, approved by the Annual General Meeting on April 24, 2025 [1] - The schedule for completing the transaction has been clarified, with ownership and financing arrangements for Aquamec Oy starting on May 30, 2025, and trading in new shares expected to begin no later than June 11, 2025 [2] Group 2 - Meriaura Group Plc operates in two business areas: Marine Logistics and Renewable Energy [3] - The Marine Logistics segment, through Meriaura Oy, provides low-emission marine transport services for bulk cargo and project deliveries, particularly in Northern Europe [3][4] - The Renewable Energy business focuses on clean energy solutions, including large-scale solar thermal systems and high-quality solar power systems for various applications [5] Group 3 - Meriaura Group's shares are listed on Nasdaq First North Growth Market Sweden and Finland under the names MERIS and MERIH, respectively [6]

Group 1: Launch of Sunplussa - Rasol Oy, a subsidiary of Meriaura Group, has launched 'Sunplussa', a smart energy management solution that integrates local energy production, storage, and consumption control for properties [1][2] - The system includes solar panels and battery storage tailored to the customer's energy consumption profile, connected via a smart control system that manages energy usage [1][2] - The AI-based control system optimizes electricity production, storage, and consumption based on market prices and weather conditions, enabling cost savings by utilizing cheaper electricity hours [2] Group 2: Merger with Summa Defence Oy - Meriaura Group signed a conditional share exchange agreement to acquire Summa Defence Oy, creating a strong group focused on safety and security in Finland, with a significant role for dual-use technology [5] - Following the merger, Meriaura Group's shareholders will hold 11.8% of the new company, Summa Defence Plc, while Summa Defence's shareholders will hold 88.2% [5] Group 3: Business Overview - Meriaura Group operates in two main business areas: Marine Logistics and Renewable Energy [6][9] - The Marine Logistics segment provides low-emission marine transport services, particularly for bulk cargo and renewable energy construction projects in Northern Europe [7] - The Renewable Energy segment focuses on clean energy solutions, including solar power systems for various applications [9]

Core Viewpoint - The execution schedule for the acquisition of Summa Defence Oy's share capital by Meriaura Group Plc is being postponed, with the execution now expected to take place in May 2025, pending the fulfillment of certain conditions [1][2]. Group 1: Acquisition Details - Meriaura Group Plc signed a conditional share exchange agreement on January 29, 2025, to acquire the entire share capital of Summa Defence Oy, which focuses on defense and security [1]. - The acquisition is part of a broader arrangement that includes the sale of shares in Meriaura Oy to Meriaura Invest Oy and the acquisition of treasury shares from Meriaura Invest Oy [1]. - The annual general meeting approved the arrangement on April 24, 2025, granting the Board of Directors the authority to decide on the execution [1]. Group 2: Execution Schedule - Not all conditions for beginning the execution of the arrangement have been fulfilled, leading to an update on the execution schedule [2]. - The execution is now expected to occur during May 2025, with trading in the new shares anticipated to begin on June 2, 2025, on the First North Growth Market in Sweden and Finland [2]. Group 3: Company Overview - Meriaura Group Plc operates in two business areas: Marine Logistics and Renewable Energy [3]. - The Marine Logistics segment includes Meriaura Oy, which provides low-emission marine transport services in Northern Europe, particularly in the Baltic Sea and North Sea regions [4]. - VG-EcoFuel Oy, part of the Marine Logistics business, produces biofuels from bio-oils and recycled oils [5]. - The Renewable Energy business focuses on clean energy solutions, including large-scale solar thermal systems and high-quality solar power systems through Rasol Oy [6].

Group 1: Acquisition Details - 3Lions Oy, the controlling company of Arto Räty, has acquired 106,287 shares of Summa Defence Oy at approximately 0.94 euro per share, totaling around 100,000 euros [1] - The shares acquired will be exchanged for 4,999,998 shares of Meriaura Group Oyj, subject to an 18-month transfer restriction [1] Group 2: Company Overview - Meriaura Group Plc operates in two business areas: Marine Logistics and Renewable Energy [2] - Meriaura Oy, part of the Marine Logistics business, specializes in low-emission marine transport services for bulk cargo and project deliveries in Northern Europe, particularly in the Baltic Sea and North Sea regions [3] - VG-EcoFuel Oy, included in the Marine Logistics business, produces biofuels from bio-oils and recycled oils [4] Group 3: Renewable Energy Focus - The Renewable Energy business of Meriaura Group focuses on clean energy solutions, designing and delivering clean energy production systems for industry and district heating [5] - The Renewable Energy segment includes Rasol Oy, which provides solar power systems for various applications [5] Group 4: Stock Information - Meriaura Group's shares are listed on Nasdaq First North Growth Market Sweden under the name MERIS and on Nasdaq First North Growth Market Finland under the name MERIH [6]

Company Overview - Hanna Kyrki has been appointed as General Counsel of Summa Defence Oy and will join the Executive Management Team effective August 4, 2025 [1] - Kyrki has extensive experience in international legal affairs, corporate governance, regulation, and compliance, having previously worked at Veikkaus Group and Patria [2][3] Executive Management Team - The current members of Summa Defence's Executive Management Team include Jussi Holopainen (CEO), Riitta Honkanen-Vaheri (Chief Human Resources Officer), Tommi Malinen (Chief Sales Officer), Tommi Manninen (Chief Communications Officer), Risto Takkala (Chief Financial Officer), Juha Vauhkonen (Director of Defence and Security Affairs), and Hanna Kyrki (General Counsel) [4] Merger Announcement - On January 29, 2025, Meriaura Group Plc signed a conditional share exchange agreement to acquire the entire share capital of Summa Defence Oy, creating a strong group focused on safety and security in Finland [4] - The new company will be named Summa Defence Plc, with Meriaura Group's shareholders holding 11.9% and Summa Defence's shareholders holding 88.1% of the new entity [4] Business Areas - Meriaura Group operates in two business areas: Marine Logistics and Renewable Energy [7] - The Marine Logistics segment provides low-emission transport services for bulk cargo and project deliveries, particularly in Northern Europe [8] - The Renewable Energy segment focuses on clean energy systems, including solar thermal systems and high-quality solar power systems [10]

Company Overview - Meriaura Group Plc is involved in two main business areas: Marine Logistics and Renewable Energy [3] - The company is listed on Nasdaq First North Growth Market Sweden under the name MERIS and on Nasdaq First North Growth Market Finland under the name MERIH [7] Marine Logistics - Meriaura Oy, a subsidiary of Meriaura Group, is a significant provider of transport for bulk cargo and demanding project deliveries in Northern Europe, particularly in the Baltic Sea and North Sea regions [4] - The company offers competitive low-emission marine transport services based on long-term affreightment agreements and a modern fleet, focusing on operational sustainability [4] - Meriaura has a strong market position in marine transport for renewable energy construction projects [4] - The Marine Logistics segment also includes VG-EcoFuel Oy, which produces biofuels from bio-oils and recycled oils generated as industrial by-products [5] Renewable Energy - The Renewable Energy business focuses on comprehensive clean energy solutions, with Meriaura Energy Oy designing and delivering clean energy production systems for industry and district heat production [6] - Energy production is centered around large-scale solar thermal systems using high-performance solar thermal collectors manufactured by the company [6] - The Renewable Energy segment also includes Rasol Oy, which provides high-quality solar power systems for buildings, businesses, and solar parks [6] Acquisition Details - Meriaura Group is supplementing its company description related to the acquisition of the entire share capital of Summa Defence Oy, including information about the Board of Directors and additional details regarding SIA Lightspace Technologies [2]

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]