Summa Defence Plc
Company announcement 19 September 2025 at 4.35 pm EEST
Resolutions of Summa Defence Plc's Extraordinary General Meeting held on 19 September 2025
The Extraordinary General Meeting of Summa Defence Plc was held on 19 September 2025 as a remote meeting in accordance with the Finnish Limited Liability Companies Act. The Extraordinary General Meeting resolved on the following matters in accordance with the proposals of the Board of Directors:
Reverse share split and related directed share issues without payment and redemption of shares
The Extraordinary General Meeting resolved on a reverse split of the company's shares, i.e., the reduction of the number of shares, as well as on related directed share issues without payment, the redemption of shares, an authorisation granted to the Board of Directors, and the issuance of shares to the company itself without payment.
The arrangement will be implemented by means of a directed share issue without payment, in which shares held by the company and/or newly issued shares of the company will be granted without consideration, and by redeeming the company's shares without consideration, so that after the combination, one (1) share in the company will correspond to every one hundred (100) existing shares.
The purpose of the reverse share split is to improve the conditions for trading the shares by increasing the value of an individual share and to improve the formation of the share price. The redemption of shares to be carried out for the reverse share split would not be possible with a sufficiently large redemption ratio without the simultaneous share issue without payment. The reverse share split is in the best interest of the company and all its shareholders and that there is a particularly weighty financial reason for the company and all its shareholders to carry out the reverse share split and the related share issues and redemption of shares. The arrangement does not affect the company's equity.
Reverse share split for shareholders registered in the shareholder register maintained by Euroclear Finland Oy on the combination date
The reverse share split will be carried out in the book-entry system after the end of trading on the Nasdaq First North Growth Market Finland trading venue, estimated to take place on 23 September 2025 (the "combination date").
To avoid the creation of fractional shares, the company will, as part of the reverse share split, issue new shares of the company without consideration by means of a directed share issue without payment, such that the number of shares recorded on each book-entry account holding shares in Summa Defence Plc will, as of the combination date, be divisible by one hundred (100). The maximum number of shares to be issued free of charge in the directed share issue was resolved to be 10,000,000 shares. The Board of Directors was authorised to decide on all other matters relating to the directed share issue without payment.
Simultaneously with the issuance of the company's shares as described above, the company will redeem, without consideration, from each shareholder's book-entry account on the combination date, a number of shares determined by multiplying the number of shares on each book-entry account by a ratio of 99/100 (the "redemption ratio"). Consequently, 99 of every 100 shares in the company will be redeemed. The Board of Directors of the company was authorised to decide on all other matters relating to the redemption of shares. Shares redeemed in connection with the combination will be cancelled immediately after the redemption.
The cancellation of shares and the new total number of shares in the company are intended to be registered with the Finnish Trade Register on or about 24 September 2025.
Reverse share split for shareholders registered in the securities system maintained by Euroclear Sweden AB (either in the name of the custodian or directly in the name of the shareholder) and for shareholders registered in the book-entry system maintained by Euroclear Finland Oy
The Extraordinary General Meeting resolved to issue 50,000 new shares to the company itself without payment. The issuance of these shares to the company relates to the execution of the reverse share split, and the number of shares issued to the company is based on the number of shares in the company after the reverse share split.
The shares issued to the company without payment will be transferred, without consideration and as described in more detail below, to shareholders who, on the combination date, hold:
- shares registered in the securities system maintained by Euroclear Sweden AB, either in the name of a custodian or directly in the name of the shareholder; or
- nominee-registered shares recorded in the book-entry system maintained by Euroclear Finland Oy
where the number of shares held is not divisible by one hundred (100), to the extent required to make their total shareholding divisible by one hundred (100). The Board of Directors was authorised to decide on the transfer of the company's own shares without consideration (a directed share issue without payment of up to 50,000 treasury shares held by the company) to the aforementioned shareholders and to decide on the terms and conditions of such share issues/transfers. The share issue authorisation is valid until 31 October 2025.
The company will redeem, without payment, from each of the aforementioned shareholders a number of shares determined in accordance with the redemption ratio at the same time as it redeems shares from shareholders registered in the shareholder register maintained by Euroclear Finland Oy. The number of shares to be redeemed from each shareholder will be determined in accordance with the redemption ratio (99/100) based on the number of shares held by the respective shareholders on the combination date (based on shareholding and ownership data received from Euroclear Finland Oy and/or Euroclear Sweden AB) in order to execute the reverse share split. After such reduction in the number of shares, the shareholding of each of the aforementioned shareholders will be adjusted, if necessary, by transferring shares to them without consideration (a free share issue), based on their actual ownership of the company's shares on the combination date. The Board of Directors was authorised to decide on all other matters relating to the reverse share split and the redemption of shares. Shares redeemed in connection with the reverse share split will be cancelled immediately after redemption.
The new shares issued to the company in the free share issue will be registered with the Trade Register on or about 24 September 2025.
In connection with the reverse share split, the Company's ISIN code will change to FI4000592282, and trading in the company's consolidated total number of shares under the new ISIN code is expected to commence on or about 24 September 2025 on the First North Growth Market Finland and the First North Growth Market Sweden.
The record date for the reverse share split is: a) 25 September 2025 for shares registered in the securities system maintained by Euroclear Sweden AB (either in the name of a custodian or directly in the name of the shareholder); and b) 23 September 2025 for nominee-registered shares recorded in the book-entry system maintained by Euroclear Finland Oy.
The final transfer and book-entry registration of the company's shares (reflecting the reduced number of shares following the reverse share split) is expected to be completed no later than 3 October 2025.
Other matters
The implementation of the reverse share split is conditional upon the number of shares held in each book-entry account being divisible by one hundred (100) on the combination date, within the maximum number of shares to be issued without payment as part of the arrangement described above. Following the completion of the share combination measures concerning the aforementioned shareholders, all treasury shares held by the company are intended to be cancelled.
If completed, the arrangement will not require any action from shareholders. Trading in the company's shares on the Nasdaq First North Growth Market Sweden, and if necessary, on the Nasdaq First North Growth Market Finland, will be temporarily suspended to allow for the necessary technical arrangements to be carried out in connection with the reverse share split.
Authorisation for the Board of Directors to decide on share issues and the issuance of option rights and special rights entitling to shares
The Extraordinary General Meeting authorised the Board of Directors to decide on share issues and the issuance of option rights and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, in one or more instalments, as follows:
The number of shares to be issued under the authorisation may be up to 9,795,737 shares, which corresponds to approximately 21 per cent of the total number of shares in the company after the reverse share split resolved in the Extraordinary General Meeting.
The Board of Directors will decide on all terms and conditions of the share issues and the issuance of option rights and other special rights entitling to shares. The share issues and the issuance of option rights and other special rights may be carried out as a directed issue, deviating from the shareholders' pre-emptive subscription rights, if there is a weighty financial reason for the company.
In the company's share issues, shares may be issued either against payment or free of charge. A directed share issue may be free of charge only if there is a particularly weighty financial reason for the company, also considering the interests of all shareholders.
The authorisation is valid until 30 June 2026, and it cancels the authorisation granted by the Annual General Meeting on 24 April 2025, but it does not cancel the authorisation granted to the Board of Directors in connection with the reverse share split resolved by the Extraordinary General Meeting.
Resolution on the Remuneration of the Audit and Risk Committee and the Nomination and Remuneration Committee
The Extraordinary General Meeting resolved that:
- the Chairperson of the Audit and Risk Committee shall be paid a fee of EUR 500 per committee meeting, and the members of the Audit and Risk Committee shall be paid a fee of EUR 350 per committee meeting; and
- the Chairperson of the Nomination and Remuneration Committee shall be paid a fee of EUR 500 per committee meeting, and the members of the Nomination and Remuneration Committee shall be paid a fee of EUR 350 per committee meeting.
Minutes of the Extraordinary General Meeting
The minutes of the Extraordinary General Meeting will be available on the Company's website no later than 3 October 2025.
SUMMA DEFENCE PLC
Board of Directors
More information:
Jussi Holopainen, CEO
Phone: +358 44 517 4543
Email: jussi.holopainen@summadefence.com
Media contact:
Tommi Manninen, Chief Communications Officer
Phone: +358 400 437 515
Email: tommi.manninen@summadefence.com
Summa Defence in brief
Summa Defence Plc is a Finnish defense and security technology group supporting industry growth and strengthening industrial production capacity amid geopolitical change. Summa Defence focuses on dual-use technologies related to security of supply, situational awareness, mobility, and defense, which benefit the civilian, security, and defence sectors while strengthening comprehensive security, security of supply, and crisis management capabilities.
The shares of Summa Defence Plc are listed on the Nasdaq First North Growth Market in Sweden (SUMMAS) and Finland (SUMMA). www.summadefence.fi/en/
The company's Certified Adviser is Augment Partners AB, info@augment.se, tel. +46 8-604 22 55.
