Måndag 1 Juni | 19:35:39 Europe / Stockholm

Kalender

Est. tid*
2026-08-27 08:00 Kvartalsrapport 2026-Q2
2026-06-24 N/A Årsstämma
2026-05-22 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2026-03-31 - Bokslutskommuniké 2025
2025-10-31 - 15-10 2025-Q3
2025-09-24 - Split SUMMA 100:1
2025-09-19 - Extra Bolagsstämma 2025
2025-08-22 - Kvartalsrapport 2025-Q2
2025-05-02 - 15-10 2025-Q1
2025-03-27 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2025-03-26 - Årsstämma
2025-02-21 - Bokslutskommuniké 2024
2024-10-31 - 15-10 2024-Q3
2024-08-22 - Kvartalsrapport 2024-Q2
2024-05-06 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2024-05-03 - Årsstämma
2024-05-03 - 15-10 2024-Q1
2024-03-01 - Bokslutskommuniké 2023
2023-11-06 - 15-10 2023-Q3
2023-08-28 - Kvartalsrapport 2023-Q2
2023-05-12 - Årsstämma
2023-05-11 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2023-03-06 - Bokslutskommuniké 2022
2022-11-25 - Extra Bolagsstämma 2022
2022-08-18 - Kvartalsrapport 2022-Q2
2022-04-27 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2022-04-26 - Årsstämma
2022-02-21 - Bokslutskommuniké 2021
2021-10-01 - Extra Bolagsstämma 2021
2021-08-19 - Kvartalsrapport 2021-Q2
2021-04-28 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2021-04-27 - Årsstämma
2021-02-22 - Bokslutskommuniké 2020
2020-08-27 - Kvartalsrapport 2020-Q2
2020-04-30 - Split SUMMA 100:1
2020-04-28 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2020-04-27 - Årsstämma
2020-03-09 - Bokslutskommuniké 2019
2019-08-30 - Kvartalsrapport 2019-Q2
2019-03-28 - Årsstämma
2019-03-04 - Bokslutskommuniké 2018
2019-02-21 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2019-01-22 - Extra Bolagsstämma 2019
2018-08-27 - Kvartalsrapport 2018-Q2
2018-06-12 - Extra Bolagsstämma 2018
2018-03-29 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2018-03-27 - Årsstämma
2018-03-05 - Bokslutskommuniké 2017
2017-08-28 - Kvartalsrapport 2017-Q2
2017-03-29 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2017-03-28 - Årsstämma
2017-03-06 - Bokslutskommuniké 2016
2016-08-12 - Kvartalsrapport 2016-Q2
2016-04-20 - X-dag ordinarie utdelning SUMMA 0.00 EUR
2016-04-19 - Årsstämma
2016-03-29 - Bokslutskommuniké 2015
2015-08-31 - Kvartalsrapport 2015-Q2

Beskrivning

LandFinland
ListaFirst North Finland
SektorEnergi & Miljö
IndustriEnergikällor
Summa Defence är en finsk försvars- och säkerhetsteknikkoncern. Koncernen tillhandahåller strategiskt stöd och resurser till företag inom sektorn, och fokuserar på teknologier relaterade till situationsmedvetenhet, mobilitet och skydd, vilket gynnar både civila sektorer, säkerhetssektorer och försvarssektorer. Målet är att förbättra Finlands och Europas övergripande säkerhet, försörjningstrygghet och krishanteringsförmåga. Summa Defence har sitt huvudkontor i Helsingfors.

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2026-06-01 18:35:00

Summa Defence Plc             Company announcement                1 June 2026 at 7:35 p.m. EEST

The shareholders of Summa Defence Plc (the "Company") are invited to the Annual General Meeting to be held on Wednesday, 24 June 2026 at 10 a.m. at Valla Conference Centre, address Itämerenkatu 2, 00180 Helsinki, Finland. Entrance to Valla is via the Itämerenkatu-side entrance, opposite the Ruoholahti metro station. Registration of attendees and distribution of voting tickets will commence at 09:30 a.m. EEST.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

The following matters will be considered at the Annual General Meeting:

  1. Opening of the meeting
  1. Calling the meeting to order
  1. Election of persons to scrutinise the minutes and to supervise the counting of votes
  1. Recording the legality and quorum of the meeting
  1. Recording the attendance at the meeting and adopting the list of votes
  1. Presentation of the financial statements for 2025, including the consolidated financial statements, the report of the Board of Directors, and the auditor's report
  1. Adoption of the financial statements
  1. Resolution on the use of the profit or loss shown on the balance sheet and on the payment of dividends

The Board of Directors proposes 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.

  1. Resolution on the discharge from liability of the members of the Board of Directors and the Chief Executive Officers
  1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Committee proposes to the Annual General Meeting 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% would be paid in cash and 40% in shares of Summa Defence Plc. The share portion would be paid at the beginning of the board term and the cash portion monthly. No meeting fees would be paid.

The proposed remuneration structure has been set at a level comparable to board remuneration paid by Finnish listed companies of similar size and takes into account the expertise and time requirements that the defence sector and the Company's growth phase place on board work. The share component (40%) aligns the financial interests of the board members with those of the shareholders. The overall cash-flow impact of the proposal on the Company's board remuneration is close to the current level.

  1. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Committee proposes that 6 members be elected to the Board of Directors for a term expiring at the end of the Annual General Meeting following the election.

  1. Election of members of the Board of Directors

The Shareholders' Nomination Committee proposes, in accordance with the consents received, that the following persons be elected to the Board of Directors for a term expiring at the end of the Annual General Meeting following the election: from among the current members, Arto Räty and Sirpa-Helena Sormunen, and as new members of the Board of Directors, Ville Jaakonsalo, Ville Heikkinen, Juha Pinomaa andTapani Kiiski.

Information on the proposed members of the Board of Directors is available on the Company's website at https://summadefence.fi/en/investors/governance/general-meeting/.

All proposed members of the Board of Directors are independent of the Company and its major shareholders.

  1. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor's fee be paid in accordance with a reasonable invoice approved by the Company.

  1. Election of the auditor

The Board of Directors proposes that the audit firm KPMG Oy Ab be re-elected as the Company's auditor, having notified the Company that it will designate Authorised Public Accountant Henry Maarala as the principal responsible auditor. The auditor's term of office expires at the end of the first Annual General Meeting following the election.

  1. Authorizing the Board of Directors to resolve a rights issue

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors 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 3,000,000,000 new shares in the Company may be issued under the authorisation.

The large maximum number of the authorisation is based on the fact that the final subscription price of the shares will only be determined at a later stage, and the Company wishes to ensure sufficient flexibility to implement the rights issue in all market conditions.

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 proposed to be 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.

  1. 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 Board of Directors proposes that the General Meeting authorise the Board of Directors 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 3,000,000,000 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 proposed to be valid until the end of the Annual General Meeting to be held in 2027, however no later than 30 June 2027.

  1. Authorising the Board of Directors to resolve on the acquisition and/or pledging of the Company's own shares

The Board of Directors proposes that the General Meeting authorise 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 is proposed to include the Board of Directors' right to decide on all other matters relating to the acquisition of shares. The authorisation is proposed to be valid until end of the Annual General Meeting to be held in 2027, however no later than 30 June 2027.

  1. Closing of the meeting

B. ANNUAL GENERAL MEETING DOCUMENTS

The proposals listed above on the agenda of the General Meeting, as well as the Company's financial statements, which include the consolidated financial statements, the report of the Board of Directors  and the auditor's report (in Finnish), and this notice to the General Meeting are available to shareholders on the website of Summa Defence Plc at https://summadefence.fi/en/investors/governance/general-meeting/. Copies of these documents and this notice will be sent to shareholders upon request.

The documents referred to above will also be available at 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.

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 11 June 2026 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 2 June 2026. 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 16 June 2026 at 11:59 p.m. (Finnish time), by which time the registration must be received. A shareholder can register for the General Meeting:

  1. 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.
  1. by e-mail to Innovatics Oy at [email protected]. Shareholders registering by e-mail shall submit the registration form available on the Company's website at https://summadefence.fi/en/investors/governance/general-meeting/.
  1. by mail to Innovatics Oy at Innovatics Oy, General Meeting / Summa Defence Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. Shareholders registering by mail shall submit the registration form available on the Company's website at https://summadefence.fi/en/investors/governance/general-meeting/.

Further information on registration 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 1:00 p.m. and from 1:00p.m. to 4:00 p.m.

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. The shareholder, their representative or proxy must be able to prove their identity and/or right of representation at the meeting venue if necessary.

  1. 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 11 June 2026. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Oy by 19 June 2026 at 10.00 a.m. at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting.

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 registration and attendance at the General Meeting. For the avoidance of doubt, instructions for shareholders whose shares are nominee-registered in Sweden are set out below in subsection "3. Shareholders whose shares are registered with Euroclear Sweden AB in Sweden ".

  1. Shareholders whose shares are registered with Euroclear Sweden AB in Sweden

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 11 June 2026. 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 16 June 2026 at 11:59 p.m. 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 16 June 2026.

  1. Proxy representatives and power of attorney

A shareholder may attend the General Meeting and exercise their rights there through a proxy representative. The proxy representative must authenticate to the electronic registration service personally with strong authentication, after which they will be able to register 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 [email protected] 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.

  1. Other instructions and information

The main language of the meeting is Finnish, but discussion, questions, answers, and decisions will also be provided 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 45,681,664 shares and votes.

In Raasepori, 1 June 2026

SUMMA DEFENCE PLC

Board of Directors

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). www.summadefence.fi/en/

The company's Certified Adviser is Augment Partners AB, [email protected], tel. +46 8 604 2255.