Summa Defence Oyj: RESOLUTIONS OF THE ANNUAL GENERAL MEETING AND THE BOARD OF DIRECTORS' ORGANIZING MEETING OF SUMMA DEFENCE PLC
Summa Defence Plc Company announcement 24 June 2026 at 4.50 p.m.
The Annual General Meeting of Summa Defence Plc ("Summa Defence" or the "Company") was held on Wednesday, 24 June 2026 at 10 a.m. at Valla Conference Centre, address Itämerentori 2, 00180 Helsinki, Finland.
ADOPTION OF THE FINANCIAL STATEMENTS
The Annual General Meeting adopted unanimously the financial statements for the period 1 January - 31December 2025 presented to the Annual General Meeting, including the consolidated financial statements.
RESOLUTION ON THE USE OF THE LOSS SHOWN ON THE BALANCE SHEET AND ON THE PAYMENT OF DIVIDENDS
The Annual General Meeting resolved unanimously, in accordance with the proposal of the Board of Directors, that the loss of 21,355,491.37 euros shown in the financial statements for 2025 be recorded in the Company's profit/loss account and that no dividend be distributed to shareholders for the financial year 2025.
RESOLUTION ON THE DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICERS
Following the vote, the Annual General Meeting did not grant discharge from liability to the members of the Board of Directors or the Chief Executive Officers for the financial year 1 January 2025 - 31 December 2025.
RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved unanimously, that the following annual remuneration be paid to the members of the Board of Directors:
- Chair of the Board of Directors: EUR 72,000 per year
- Member of the Board of Directors: EUR 36,000 per year
- Chair of the Audit Committee: EUR 15,000 as additional remuneration
- Member of the Audit Committee: EUR 7,500 as additional remuneration
Members of any other possible committees will be paid a meeting fee of EUR 300 per meeting.
Of the annual remuneration, 60% shall be paid in cash and 40% in shares of Summa Defence Plc. The share portion shall be paid on or after 30 September 2026 and the cash portion monthly. No meeting fees shall be paid.
RESOLUTION ON THE NUMBER OF MEMBERS AND ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved, that 6 members be elected to the Board of Directors.
Following a vote, the Annual General Meeting resolved to elect Ville Jaakonsalo, Ville Heikkinen, Juha Pinomaa, Tapani Kiiski, Jyrki Heinimaa and Mikko Haapala as members of the Board of Directors for a term expiring at the end of the Annual General Meeting following the election.
ELECTION OF THE AUDITOR AND RESOLUTION ON AUDITOR'S REMUNERATION
The Annual General Meeting elected unanimously the audit firm KPMG Oy Ab as the Company's auditor. The principal responsible auditor is Authorised Public Accountant Henry Maarala. The auditor's term of office expires at the end of the first Annual General Meeting following the election. The auditor's fee shall be paid in accordance with a reasonable invoice approved by the Company.
AUTHORIZING THE BOARD OF DIRECTORS TO RESOLVE ON A RIGHTS ISSUE
The Annual General Meeting authorised the Board of Directors unanimously to resolve on a share issue against payment in accordance with the pre-emptive subscription rights of shareholders (rights issue) in one or more tranches so that a maximum of 70,000,000 new shares in the Company may be issued under the authorisation.
The Board of Directors is authorised to decide on all other terms and conditions of the rights issue, and the Board of Directors shall have the right to decide to offer shares that shareholders have not subscribed for in accordance with their pre-emptive rights to other shareholders or to other parties determined by the Board of Directors, in the proportion and on the terms it deems best.
The authorisation is valid until 31 October 2026. The authorisation does not replace any other authorisations granted to the Board of Directors to resolve on the issuance of shares or special rights or option rights entitling to shares.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE ON SHARE ISSUES AND ON THE ISSUANCE OF OPTION RIGHTS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The Annual General Meeting authorised the Board of Directors unanimously to resolve, in one or more tranches, on share issues and on 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. The maximum number of new shares that may be issued and/or own shares held by the Company that may be delivered under the authorisation is 100,000,000 shares.
The Board of Directors shall decide on all terms and conditions of the share issues and the issuance of option rights and other special rights entitling to shares. Share issues and the issuance of option rights and other special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive subscription rights (directed issue) if there is a weighty financial reason for doing so from the Company's perspective.
In share issues, shares may be issued either against payment or without consideration. A directed share issue may be without consideration only if there is an especially weighty financial reason for doing so from the Company's perspective, taking into account the interests of all shareholders.
The authorisation is valid until the end of the Annual General Meeting to be held in 2027, however no later than 30 June 2027. The authorisation does not replace any other authorisations granted to the Board of Directors to resolve on the issuance of shares or special rights or option rights entitling to shares.
AUTHORISING THE BOARD OF DIRECTORS TO RESOLVE ON THE ACQUISITION AND/OR PLEDGING OF THE COMPANY'S OWN SHARES
The Annual General Meeting unanimously authorised the Board of Directors to resolve on the acquisition or pledging of a maximum of 4,500,000 own shares using the Company's distributable funds, representing approximately 9.85 per cent of all shares in the Company at the time of the notice to the Annual General Meeting. The acquisition may take place in one or more tranches. The maximum acquisition price per share shall be the highest price paid for the share in public trading at the time of acquisition.
In implementing the acquisition of own shares, customary derivative, share lending or other agreements may be entered into in the capital markets within the limits of laws and regulations. The authorisation entitles the Board of Directors to resolve on the acquisition otherwise than in proportion to the shares held by the shareholders (directed acquisition).
The shares may be acquired for use in connection with acquisitions or other arrangements related to the Company's business, for improving the Company's capital structure, or for further transfer or cancellation.
The authorisation includes the Board of Directors' right to decide on all other matters relating to the acquisition of shares. The authorisation is valid until the end of the Annual General Meeting to be held in 2027, however no later than 30 June 2027.
DEMAND FOR A SPECIAL AUDIT
The Annual General Meeting resolved unanimously to approve the demand for a special audit submitted by Oy Haapalandia Invest Oy at the General Meeting for the period 1 January 2025 - 24 June 2026.
MINUTES OF THE ANNUAL GENERAL MEETING
The minutes of the Annual General Meeting will be available on the Company's website no later than 8 July 2026.
BOARD OF DIRECTORS' ORGANIZING MEETING
The Board of Directors, convening after the Annual General Meeting, elected Juha Pinomaa as Chair of the Board of Directors.
The Board of Directors resolved to establish an Audit Committee. The following persons were elected as members of the Audit Committee: Ville Jaakonsalo (Chair), Ville Heikkinen and Tapani Kiiski.
The Board of Directors has assessed the independence of its members and found that all members of the Board of Directors are independent of the Company and its major shareholders.
SUMMA DEFENCE PLC
Board of Directors
More information:
Robert Blumberg, CEO
Phone: +358 40 839 7408
E-mail: robert.blumberg@summadefence.com
Summa Defence in brief
Summa Defence Plc is a Finnish defence and security technology group whose mission is to create a strong industrial foundation of innovative defence and dual use SMEs for strengthening the comprehensive security of society.
Summa Defence aims for both organic and inorganic growth across three focus areas: maritime technologies, land technologies and new technologies. The company's vision is to be a forerunner in comprehensive security industry.
The shares of Summa Defence Plc are listed on the Nasdaq First North Growth Market in Sweden (SUMMAS) and Finland (SUMMA).
The company's Certified Adviser is Augment Partners AB, info@augment.se, tel. +46 8 604 22 55.