Summa Defence

REG

Summa Defence Oyj
Company Announcement 29 August 2025 at 1:46 pm EEST

 

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 be unlawful.

 

NOTICE TO EXTRAORDINARY GENERAL MEETING OF SUMMA DEFENCE PLC

 

The shareholders of Summa Defence Plc (the "Company") are invited to an Extraordinary General Meeting to be held on 19 September 2025, at 3:00 p.m. (EEST). The Extraordinary General Meeting will be held without a meeting venue through a real-time remote connection as a remote meeting in accordance with section 7 of the Company's Articles of Association and chapter 5, section 16, paragraph 3 of the Finnish Limited Liability Companies Act. Instructions for participation are provided in part C of this notice.

 

Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are provided in part C of this notice of the Extraordinary General Meeting.

 

 

The following matters will be discussed at the Extraordinary General Meeting:

 

1.     Opening of the meeting

 

2.     Calling the meeting to order

 

3.     Election of the inspectors of the minutes and the supervisors of the counting of votes

 

4.     Recording the legality of the meeting

 

5.     Recording the attendance at the meeting and adopting the list of votes

 

6.     A reverse share split and thereto related directed share issue without payment and redemption of shares

 

6.1 General

 

The Board of Directors proposes to the Extraordinary General Meeting that the Extraordinary General Meeting decides on the reverse split of shares, i.e., the reduction of the number of shares. The arrangement is proposed to be carried out through a share issue without payment by transferring shares held by the Company and/or issuing new shares of the Company without consideration and by redeeming the Company's shares without consideration so that after the measures proposed in this proposal, each one hundred (100) current shares of the Company will correspond to one (1) share of the Company. The current total number of the Company's shares is 4,567,193,463.

 

The purpose of reverse split of shares 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 split of shares would not be possible with a sufficiently large redemption ratio without the simultaneous share issue without payment. The Board of Directors considers that the reverse split of shares 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 split and the related share issues and redemption of shares. The arrangement does not affect the Company's equity.

 

6.2 Reverse split of shares for shareholders registered in the shareholder register maintained by Euroclear Finland Oy on the date of the date specified below as the Reverse Split Day

 

To avoid the creation of fractional shares, the Board of Directors proposes that, as part of the reverse split of shares, the Company will issue new shares of the Company without consideration so that the number of shares held in each book-entry account holding shares of Summa Defence Plc is divisible by one hundred (100) on the Reverse Split Day specified below. The theoretical maximum number of shares to be transferred is obtained by multiplying the total number of such book-entry accounts on the Reverse Split Day by 99. Based on an estimate made at the time of the notice of the Extraordinary General Meeting, the theoretical maximum number of new shares to be issued without consideration in the directed share issue would be approximately 2,818,728 new shares or the shares held by the Company, but to ensure the feasibility of the reverse split of shares, the maximum number of shares to be issued in the share issue is proposed to be 10,000,000 shares. The Board of Directors is authorized to decide on all other matters related to the issuance of shares without payment.

 

Simultaneously with the issuance of the Company's shares described above, the Company will redeem from each shareholder's book-entry account on the Reverse Split Day the number of shares determined by multiplying the number of shares held in each book-entry account by the ratio of 99/100 ("Redemption Ratio"). Thus, 99 shares of the Company will be redeemed for every one hundred (100) shares of the Company. Based on the assessment on the situation on the date of the notice of the Extraordinary General Meeting, the number of shares to be redeemed would be approximately 4,522,372,272 shares. The Board of Directors has the right to decide on all other matters related to the redemption of shares. The shares of the Company redeemed in connection with the reverse split of shares will be canceled immediately upon redemption.

 

The reverse split of shares is proposed to be carried out in the book-entry system after the end of trading on the Nasdaq First North Growth Market Finland marketplace approximately on 23 September 2025 ("Reverse Split Day"). The cancellation of shares and the new total number of the Company's shares are intended to be registered in the trade register approximately on 24 September 2025. Trading in the Company's shares with the new total number of shares is expected to begin with new ISIN code on the Nasdaq First North Growth Market Finland marketplace approximately on 24 September 2025.

 

6.3 Reverse split of shares 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 register maintained by Euroclear Finland Oy

 

The Board of Directors also proposes that the Extraordinary General Meeting decides on issuing 50,000 new shares to the Company itself without consideration. The issuance of shares to the Company without payment is related to the implementation of the reverse split of shares, and the number of shares to be issued to the Company without consideration is determined based on the number of shares after the combination.

 

The shares issued to the Company without consideration will be transferred from the Company, without consideration, to the shareholders, as described in more detail below, who, on Reverse Split Day specified above, own:

 

a)     Shares 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; or

b)     Shares registered in the book-entry register maintained by Euroclear Finland Oy;

 

whose number of shares is not divisible by 100, to the extent that the shareholding of the shareholders in the Company requires making them divisible by 100. The Board of Directors is authorized to decide on the transfer of the Company's own shares without consideration (directed share issue without payment, up to 50,000 own shares held by the Company) to the aforementioned shareholders and on the terms related to such share issues/transfers. The share issue authorization is valid until 31 October 2025.

 

The Board of Directors proposes that the Company redeems without consideration from all the aforementioned shareholders the number of shares according to the Redemption Ratio at the same time as the Company redeems shares from the shareholders registered in the shareholder register maintained by Euroclear Finland Oy. The number of shares to be redeemed by the Company is determined according to the Redemption Ratio (99/100) based on the number of shares owned by the aforementioned shareholders on the Reverse Split Day (according to the share and ownership information obtained from Euroclear Finland Oy and/or Euroclear Sweden AB) to implement the share combination, after which the reduced number of shares (for each of the aforementioned shareholders) is adjusted if necessary by performing the aforementioned transfer of shares without consideration (directed share issue without payment) to the aforementioned shareholders based on their actual shareholding in the Company on the Reverse Split Day. The Board of Directors has the right to decide on all other matters related to the reverse split and redemption of shares.

 

The shares of the Company redeemed in connection with the combination of the number of shares will be canceled immediately after the redemption.

 

The new shares issued to the Company itself in the directed share issue without consideration will be registered in the trade register approximately on 24 September 2025.

 

Trading in the total number of new shares of the Company will begin with a new ISIN code approximately on 24 September 2025 on the First North Growth Market Finland and First North Growth Market Sweden. The record date for the combination of the Company's shares is a) for shares 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) on 25 September 2025 and b) for shares registered in the book-entry register maintained by Euroclear Finland Oy on 23 September 2025. The transfer of the Company's shares required for the final change in the number of shares (after the reduction) will be carried out and recorded in the book-entry accounts as planned by 3 October 2025 at the latest.

 

6.4 Other matters

 

The proposals included in this item 6 with its subsections form an entirety that requires the approval of the directed share issue without payment, the redemption of shares and issuing new shares to the Company itself without consideration with a single decision. The implementation of the proposed reverse split of shares is conditional on the number of shares held in all book-entry accounts being divisible by one hundred (100) on the Reverse Split Day within the maximum number of treasury shares to be issued as described above. The reverse split of shares in the proposed manner would not lead to the redemption of all shares from any shareholder. After the aforementioned measures related to the shareholders, all the Company's own shares held by the Company are intended to be canceled.

 

The arrangement does not require any actions from the shareholders. If necessary, the trading of the Company's shares on Nasdaq First North Growth Market Sweden marketplace and Nasdaq First North Growth Market Finland marketplace will be temporarily suspended to make the necessary technical arrangements in connection with the reverse split of shares.

 

7.     Authorization of the Board of Directors to Decide on Share Issues and the Issuance of Option Rights and Special Rights Entitling to Shares

 

The Board of Directors proposes to the Extraordinary General Meeting, conditional upon the entry into force of the reverse split of shares referred to in section 6 above, that the Extraordinary General Meeting authorizes 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 Limited Liability Companies Act, in one or more tranches, as follows:

 

The number of shares to be issued under the authorization may be up to 9,795,737 shares, which corresponds to approximately 21 percent of the total number of shares in the Company after the reverse split of shares proposed in section 6 above.

 

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 entitling to shares 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 transferred either against payment or free of charge. A directed share issue may be free of charge only if there is an particularly weighty financial reason for the Company and taking into account the interests of all shareholders.

 

The authorization is valid until 30 June 2026, and it cancels the authorization given by the Annual General Meeting on 24 April 2025, but does not cancel the authorization proposed to be decided in section 6 above.

 

8.     Deciding on the Audit and Risk Committee’s and Nomination and Remuneration Committee’s fees

 

The Board of Directors proposes to the Extraordinary General Meeting that

 

-         the chairperson of the Audit and Risk Committee be paid a fee of 500 euros per committee meeting and the members of the Audit and Risk Committee be paid a fee of 350 euros per committee meeting; and

-         the chairperson of the Nomination and Remuneration Committee be paid a fee of 500 euros per committee meeting and the members of the Nomination and Remuneration Committee be paid a fee of 350 euros per committee meeting.

 

9.     Closing the meeting

 

 

B.    EXTRAORDINARY GENERAL MEETING DOCUMENTS

 

The proposals on the agenda of the Extraordinary General Meeting, the Company's latest financial statements, the report of the Board of Directors, the auditor's report, the Company's half-year report for January-June 2025, the minutes of the Annual General Meeting held on 24 April 2025, and the Board of Directors' report on significant events affecting the Company's position after the preparation of the half-year report, as well as this notice, are available to the shareholders on the Company's website at https://summadefence.fi/en/investors/governance/general-meeting/. Copies of these documents and this notice will be sent to shareholders upon request. The notice of the Extraordinary General Meeting will not be sent separately to the shareholders. The minutes of the Extraordinary General Meeting will be available on the Company's website no later than 3 October 2025.

 

 

C.    INSTRUCTIONS FOR MEETING PARTICIPANTS

 

1.     Shareholder registered in the shareholders' register

 

Shareholders who are registered in the shareholders' register of Euroclear Finland Oy on the record date of the General Meeting 9 September 2025 are entitled to participate in the General Meeting. Any shareholder whose Company shares are recorded in their personal Finnish book-entry account is automatically included in the Company's shareholders' register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.

 

Registration for the General Meeting commences on 1 September 2025. A shareholder who is registered in the Company's shareholders' register and wishes to participate in the General Meeting must register for the Meeting no later than 11 September 2025 at 11:59 p.m. (EEST), by which time the registration must be received. A shareholder can register for the General Meeting: 

 

a) via the Company's website at https://summadefence.fi/en/investors/governance/general-meeting/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.

 

b) by e-mail. Shareholders registering by e-mail shall submit the registration form and advance voting form available on the Company's website https://summadefence.fi/en/investors/governance/general-meeting/ or equivalent information to egm@innovatics.fi.

 

c) by mail. Shareholders registering by mail shall submit the registration form and advance voting form available on the Company's website https://summadefence.fi/en/investors/governance/general-meeting/ or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Summa Defence Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

 

The shareholder and their representative are required to provide information, such as the shareholder's name, date of birth or business ID, phone number and/or e-mail, address, the name of any assistant or proxy representative and the proxy's date of birth, phone number and/or e-mail. The personal data provided by shareholders to Summa Defence Plc is only to be used in connection with the General Meeting and the processing of the necessary registrations related thereto.

 

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. (EEST) and from 1.00 p.m. to 4.00 p.m (EEST).

 

2.     Holders of nominee-registered shares

 

A holder of nominee-registered shares is entitled to participate in the General Meeting on the basis of the shares which would entitle them to be entered in the shareholders' register held by Euroclear Finland Oy on the record date for the General Meeting 9 September 2025. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Oy by 16 September 2025, by 12.00 p.m. (EEST) at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.

 

The holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxies and voting instructions, registration and attendance at the General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to participate the General Meeting temporarily in the register of shareholders of the Company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the Company's website at https://summadefence.fi/en/investors/governance/general-meeting/.

 

A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the Company’s shareholders’ register, the real-time participation in the meeting requires the submission of the shareholder’s e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation to by regular mail to Innovatics Oy, General Meeting / Summa Defence Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting. If a holder of nominee-registered shares has authorized their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the General Meeting, unless the holder of nominee-registered shares votes otherwise at the General Meeting.

 

3.     Shares registered with Euroclear Sweden AB

 

A shareholder whose shares are registered in the securities system of Euroclear Sweden AB and who intends to participate in the general meeting and exercise their voting rights there must be registered in the owner register maintained by Euroclear Sweden AB no later than 9 September 2025. The Company will re-register the shares of such shareholders in the shareholder register maintained by Euroclear Finland Oy, provided that the shareholder has registered for the general meeting in accordance with the instructions in section C.1 of this notice no later than 11 September 2025 at 23:59 Finnish time.

 

A shareholder whose shares are nominee-registered in Sweden must request the nominee to re-register the shares in the shareholder's own name in the shareholder register maintained by Euroclear Sweden AB well before the re-registration deadline of 11 September 2025.

 

4.     Proxy representatives and power of attorney

 

A shareholder may attend the General Meeting and exercise their rights there through a proxy representative. A shareholder's proxy may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder who they represent. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting.

 

Proving the right to represent can be done by using the suomi.fi e-Authorizations service available in the electronic registration service. Shareholders can also use the electronic Suomi.fi authorization service instead of a traditional proxy document. In such cases, the shareholder authorizes a proxy that they nominate in the Suomi.fi authorization service at www.suomi.fi/e-authorizations using the mandate theme “Representation at the General Meeting”. At the service, the authorized person must identify themselves using strong electronic identification in connection with their registration, after which the electronic authorization will be checked automatically. Strong electronic identification can be done using online banking codes or Mobile ID. More information is available on the website www.suomi.fi/e-authorizations.

 

If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

 

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Summa Defence Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to egm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.

 

5.     Participation instructions

 

Shareholders entitled to attend the General Meeting will participate in the meeting and exercise their rights during the meeting fully and in real time via remote access.

 

Remote access to the General Meeting will be provided through Inderes Oyj general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you wish to speak. It is advisable to log in to the meeting system well in advance of the meeting.

 

The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. Thus, shareholders who have voted in advance can also participate in the General Meeting remotely via telecommunication if they wish. The votes cast by advance voters will be taken into account in the decision of the General Meeting, regardless of whether they participate in the General Meeting remotely or not. If they participate remotely, they will be able to change their advance votes during the meeting if they so wish, should a vote take place.

 

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://b2b.inderes.com/knowledge-base/inderes-agm-solutions.  A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you read the detailed participation instructions before the meeting.

 

6.     Advance voting

 

A shareholder whose shares in the Company are registered in their personal book-entry account in the shareholder register maintained by Euroclear Finland Oy or Euroclear Sweden AB may vote in advance between 1 September 2025 and 11 September 2025 at 11.59 p.m. on certain items on the agenda of the General Meeting

 

a) via the Company's website at https://summadefence.fi/en/investors/governance/general-meeting/.  Login to the service is done in the same way as for registration in section C.1 of this notice.

 

b) by e-mail by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Oy by e-mail at egm@innovatics.fi.

 

c) by mail by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Summa Defence Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

 

Advance votes must be received by the time the advance voting ends. In addition to advance voting, the shareholder shall ensure registration for the General Meeting before the end of the registration period.

 

A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless they participate the General Meeting personally or by proxy via remote access.

 

With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shares.

 

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.

 

7.     Other instructions/information

 

The main language of the meeting is Finnish, but discussions, questions, answers, and decisions will also be presented in English as needed.

 

Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act.

 

On the date of the notice to the General Meeting, Summa Defence Plc has a total of 4,567,193,63 shares and votes.

 

 

In Raasepori 29 August 2025

 

SUMMA DEFENCE OYJ

 

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 defense 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.