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]

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]