Meriaura Group Oyj

Meriaura Group Plc: RESOLUTIONS OF MERIAURA GROUP PLC’S ANNUAL GENERAL MEETING AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS

Meriaura Group Plc
Company Announcement                      24 April 2025 at 15.30 p.m. (EEST)

RESOLUTIONS OF MERIAURA GROUP PLC’S ANNUAL GENERAL MEETING AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS

The Annual General Meeting of Meriaura Group Plc (“Meriaura Group” or the “Company”) was held on 24 April 2025 starting at 10:00 a.m. at the Mansku room of Hotel Scandic Simonkenttä at Simonkatu 9, FI-00100 Helsinki, Finland.

The Annual General Meeting approved all proposals made by the Board of Directors to the Annual General Meeting and the shareholders of the Company.

ADOPTION OF THE FINANCIAL STATEMENTS

The Annual General Meeting resolved to adopt the financial statements, which include the consolidated financial statements, for the financial period 1 January 2024–31 December 2024.

LOSS SHOWN ON THE BALANCE SHEET AND DETERMINATION OF DIVIDENS PAYMENT

The Annual General Meeting resolved that the the loss for the financial year of EUR 12,236,659.36 be carried over to the retained earnings and losses account and that no dividend be paid.

DISCHARGE FROM LIABILITY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEOS

The Annual General Meeting resolved to discharge all persons that had acted as members of the Board of Directors or as CEO from liability for the financial period 1 January 2024–31 December 2024.

DECICION ON THE FOLLOWING ARRANGEMENTS AS A WHOLE: AMENDING THE COMPANY’S ARTICLES OF ASSOCIATION, AUTHORIZING THE BOARD OF DIRECTORS TO ACQUIRE THE SHARES IN SUMMA DEFENCE OY THROUGH AN EXCHANGE OF SHARES (DIRECTED SHARE ISSUE), SELLING SHARES IN THE SUBSIDIARY MERIAURA OY, INCLUDING THE SELLER’S FINANCING FOR THE BUYER, AND ACQUIRING THE COMPANY’S OWN SHARES FROM MERIAURA INVEST OY (DIRECTED ACQUISITION)

The General Meeting resolved unanimously to approve the arrangement (the “Transaction”) in accordance with the proposal of the Board of Directors and:

• resolved to acquire through a share exchange (directed share issue) the entire share capital of Summa Defence Oy, which brings together defence and security companies, for around EUR 187,7 million, and pay the purchase price by means of a directed share issue for the shareholders of Summa Defence Oy, a total of 4,030,374,032 new shares in the Company at a subscription price of EUR 0.04657136 (“Share Exchange”), and  change the name of the Company to Summa Defence Oyj following the completion of the Transaction;

• resolved to sell shares (around 79.4% of the share capital, “Divestment”) in the subsidiary Meriaura Oy in its Marine Logistics business to Meriaura Invest Oy for a total of EUR 14.4 million and to grant short-term seller’s financing (EUR 14.4 million) under normal terms and conditions to Meriaura Invest Oy for paying the purchase price (“Loan” or “Vendor Note”);

• resolved to acquire a total of 330,675,334 of the Company’s own shares from Meriaura Invest Oy at a purchase price of EUR 0.04657136 through a directed acquisition (“Directed Acquisition”), and to pay the purchase price of the shares, a total of around EUR 15.4 million, by offsetting the Vendor Note as a whole against the purchase price of its own shares, and to pay the remaining portion of the purchase price, a total of around EUR 1,0 million in cash to Meriaura Invest Oy;

• resolved to approve the Transaction as a whole and authorised the Board of Directors or a party designated by the Board of Directors to take all the necessary measures to execute the Transaction as a whole within the limits of the authorisations it is granted, including to sign all agreements and other documents related to the Transaction in connection with the execution of the Transaction;

• resolved to amend Sections 2 (“Line of Business”) and 8 (“Annual General Meeting od shareholders”) of the Articles of Association as follows, provided that the amendments to Section 2 (“Line of Business”) of the Articles of Association shall be registered with the Trade Register prior to the Board of Directors’ decision-making regarding the implementation and execution of the Transaction:    

 “2 § Line of business
The company’s line of business is the conduct of production that serves the defence equipment industry and other defence capability, as well as related or compatible business operations, including business operations related to dual-use goods. The company may also conduct business operations related to maritime logistics, shipyards and shipbuilding, and solar and other renewable energy. The company may have investment activities. The company can operate directly or through its subsidiaries or associated companies.”

“8 § Annual general meeting of shareholders
The annual general meeting of shareholders shall be held each year within six (6) months from the end of the financial period of the company on a date determined by the Board of Directors.

The annual general meeting of shareholders shall:
be presented with:
1. the financial statements, including the income statement and the balance sheet
2. the Board of Directors’ report
3. the auditor’s report

resolve upon:
4. the adoption of the financial statements
5. the use of profits shown on the balance sheet
6. the discharge of members of the Board of Directors and the Managing Director from liability
7. the remuneration of the members of the Board of Directors and the auditor
8. the number of the members of the Board of Directors

elect:
9. the members of the Board of Directors
10 the audit firm, with an Authorised Public Accountant (KHT) as the principal auditor.”

• resolved to amend Sections 1 (“Registered Name and Domicile”), 4 (“Board of Directors and the Managing Director”), and 7 (“Summons, Registration Period and Venue of General Meeting of Shareholders”) of the Articles of Association as follows, with the understanding that the amendments shall be submitted for registration after the Board of Directors has confirmed that the conditions for the implementation of the Transaction have been fulfilled and has, based on the authorization granted to it, resolved to carry out the Transaction.

“1 § Registered name and domicile
The registered name of the company is Summa Defence Oyj, Summa Defence Abp in Swedish and Summa Defence Plc in English. The domicile of the company is Raasepori.

“4 § Board of Directors and the Managing Director
The company shall have a Board of Directors, which comprises no fewer than three (3) and no more than seven (7) members. The term of office of each member of the Board of Directors ends at the close of the first annual general meeting of shareholders following their election at the latest.  The company shall have a Managing Director. The Managing Director is nominated by the Board of Directors.” 

“7 § Summons, registration period and venue of general meeting of shareholders
The notice to convene a general meeting of shareholders must be delivered to the shareholders by publishing the notice on the website of the company or otherwise in a verifiable manner no earlier than three (3) months and no later than three (3) weeks prior to the general meeting of shareholders, however, in any case, at least nine (9) days prior to the record date of the general meeting of shareholders pursuant to the Limited Liability Companies Act.

Where the Board of Directors so decides, a shareholder must register with the company in order to participate in the general meeting of shareholders. In such a case, shareholders must register no later than on the date referred to in the notice convening the meeting, which date may be at the earliest ten (10) days prior to the general meeting of shareholders.

The Board of Directors may decide that a shareholder may also participate in the general meeting in such a way that the shareholder exercises their decision-making power with the help of a telecommunications connection and a technical tool before or during the general meeting. The Board of Directors may also decide that the general meeting be held without a meeting venue so that shareholders fully exercise their decision-making power in real time with the help of a telecommunications connection and a technical tool during the meeting.

In addition to the company’s domicile, the general meeting can be held in the city of Helsinki in Finland or in the city of Stockholm in Sweden.”

• resolved to establish a Shareholders’ Nomination Board in accordance with the proposal included in the notice to the Annual General Meeting and approved the rules of procedure of the Nomination Board. The establishment of the Shareholders’ Nomination Board requires that the Board of Directors confirms that the conditions for the implementation of the Transaction have been met, and that the Board of Directors executes the Transaction based on the authorisation granted to the Board of Directors.  The Shareholders’ Nomination Board will be established to act for the time being until the general meeting decides otherwise. The term of office of the members of the Shareholders’ Nomination Board ends when the members of the new Shareholders’ Nomination Board have been appointed in accordance with the rules of procedure of the Shareholders’ Nomination Board;

• resolved to authorise the Board of Directors to decide on a directed paid share issue to the shareholders of Summa Defence Oy for the purpose of executing the Transaction and the Share Exchange so that a maximum of 4,030,374,032 new shares in Meriaura Group Plc could be issued under the authorisation, in deviation from the shareholders' pre-emptive right, provided that there is a weighty financial reason for the issue of the shares in accordance with the Limited Liability Companies Act. When using the authorisation, the subscription price of the share must be EUR 0.04657136 per share, and the subscription price of the shares must be paid in full in consideration in kind by transferring to the Company the entire share capital of Summa Defence Oy as payment for the subscription prices. The Board of Directors is granted the right to decide on all the terms and conditions of the share issue within the aforementioned authorisation. The Board of Directors is authorised to decide on the recognition of the subscription price either as an increase in the share capital or in the invested unrestricted equity fund in full or in part. The authorization will be valid until 30 June 2025 at the latest;

• resolved to authorise the Board of Directors, as part of the Transaction, to decide on the execution of the Divestment and to sell all the shares owned by the Company in its subsidiary Meriaura Oy, a total of 2,391 shares, to Meriaura Invest Oy for a total purchase price of EUR 14.4 million and to grant Meriaura Invest Oy a Loan of a total of EUR 14.4 million to pay the purchase price in accordance with the terms of the Share Exchange Agreement;

• resolved to authorise the Board of Directors, as part of the execution of the Transaction, to decide on the directed acquisition of the Company’s own shares in such a way that the Company’s own shares could be acquired in another manner than in proportion to the shares held by the shareholders, a total maximum of 330,675,334 shares, from Meriaura Invest Oy at a subscription price of EUR 0.04657136 per share, provided that there is a weighty financial reason for the company to do so in accordance with the Limited Liability Companies Act. The authorisation include a right granted to the Board of Directors to decide on all other matters related to the acquisition of shares. The authorisation include a right granted to the Board of Directors to pay the purchase price of shares, around EUR 15.4 million in total, by offsetting the outstanding principal of the Loan with interest, EUR 14.4 million in total, against the purchase price of own shares, and to pay the remaining portion of the purchase price, around EUR 1,0 million in total, in cash to Meriaura Invest Oy.  The authorization will be valid until 30 June 2025 at the latest.

BOARD MEMBERS’ FEES

The Annual General Meeting resolved that the following annual remuneration shall be paid to the members of the Board of Directors: EUR 60,000 for the Chair and annual fee of EUR 30,000 for each member.

If a member of the Board of Directors is employed by the Company, no separate compensation is paid for their membership of the Board of Directors.

In addition, it is proposed that the members of the Board of Directors be reimbursed for reasonable travel and accommodation costs arising from meetings. However, travel and accommodation expenses are not reimbursed to Board members living in the capital region when the meetings are held in the capital region.

NUMBER OF MEMBERS AND ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

The Annual General Meeting resolved that the number of ordinary members of the Board of Directors shall be five (5).

The Annual General Meeting resolved to elect Antti Vehviläinen, Jussi Mälkiä, Arto Räty, Sirpa-Helena Sormunen and Erja Sankari as ordinary members of the Board of Directors for a term ending at the conclusion of the next Annual General Meeting following the appointment.

ELECTION AND REMUNERATION OF THE AUDITOR

The Annual General Meeting resolved that auditing firm KPMG Oy Ab continues as the auditor of the Company. Henry Maarala, Authorised Public Accountant, shall be the principally responsible auditor. The term of office of the auditor shall end at the end of the next Annual General Meeting following the election. The auditor’s remuneration shall be paid according to a reasonable invoice approved by the Company.

ELECTION AND REMUNERATION OF THE SUSTAINABILITY REPORTING ASSURER

The Annual General Meeting resolved elect sustainability auditing firm KPMG Oy Ab as the sustainability reporting assurer of the Company. Henry Maarala, Authorised Public Accountant, Authorized Sustainability Auditor shall be the principally responsible sustainability reporting assurer. The term of office of the sustainability reporting assurer shall end at the end of the next Annual General Meeting following the election. The sustainability reporting assurer’s remuneration shall be paid according to a reasonable invoice approved by the Board of Directors.

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AND THE ISSUE OF SPECIAL RIGHTS ENTITLING THEIR HOLDERS TO SHARES

The Annual General Meeting authorized the Board of Directors to decide , in one or more instalments, on the issue of shares and the issue of option rights and other special rights entitling their holders to shares under chapter 10, section 1 of the Limited Liability Companies Act as follows:

The number of shares to be issued based on the authorisation may in total amount to a maximum of 979,573,759 shares, representing around 20 % of all the shares in the company following the execution of the Transaction.

The Board of Directors decides on all the terms and conditions of share issues and the issue of options and other special rights entitling their holders to shares. The issue of shares and of options and other special rights entitling their holders to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue) if there is a weighty financial reason for the Company to do so.

Shares may be conveyed either against payment or free of charge in the Company’s share issues. A directed share issue may be a share issue without payment only if there is an especially weighty reason for the same both for the Company and with regard to the interests of all shareholders in the company.

The authorisation is valid until 30 June 2026 and revokes the authorisation granted by the Annual General Meeting on 3 May 2024.

MINUTES OF THE ANNUAL GENERAL MEETING

The minutes of the Annual General Meeting shall be available on the Company’s website on 8 May 2025 at the latest.

ORGANIZING MEETING OF THE BOARD OF DIRECTORS

The Board of Directors, which convened after the Annual General Meeting, elected Arto Räty as the Chairperson of the Board of Directors.

The Board of Directors has assessed the independence of its members and concluded that all the members of the Board of Directors, except for Jussi Mälkiä, are independent of the significant shareholders and the Company .

MERIAURA GROUP PLC

Board of Directors

More information:
Jussi Mälkiä, CEO
Tel. +358 400 785 489
Email: jussi.malkia@meriaura.com

Meriaura Group in brief

Meriaura Group Plc has two business areas: Marine Logistics and Renewable Energy.

Meriaura Oy, which engages in the Marine Logistics business, is a major provider of transport for bulk cargo and demanding project deliveries in Northern Europe, especially in the Baltic Sea and North Sea regions. The company provides its customers with competitive low-emission marine transport services, which are based on long-term affreightment agreements, a modern fleet and the active development of operational sustainability. In addition, Meriaura has a strong market position as a marine transport provider in renewable energy construction projects.

The Marine Logistics business also includes VG-EcoFuel Oy, which produces biofuels from bio-oils and recycled oils generated as industrial by-products.

The Renewable Energy business focuses on comprehensive clean energy solutions. Meriaura Energy Oy designs and delivers clean energy production systems as comprehensive deliveries for industry and district heat production. Energy production is built around large-scale solar thermal systems implemented using high-performance solar thermal collectors manufactured by the company. The Renewable Energy business also includes Rasol Oy, which provides high-quality solar power systems for buildings, businesses and solar parks.

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.

www.meriauragroup.com   

The company’s Certified Adviser is Augment Partners AB, info@augment.se, tel. +46 8-604 22 55.