Inside information: Summa Defence Plc has agreed on the payment of the 2025 earn-out relating to the completed acquisition of Nordic Yards Oy

Summa Defence Plc    Company announcement, inside information   27 August 2026 6:55 p.m. EEST

Summa Defence Plc ("Company") has today entered into an addendum ("Addendum") to the share exchange agreement relating to the shares in Nordic Yards Oy ("Nordic Yards") signed on 18 November 2024 ("SEA"), regarding the payment arrangement for the 2025 earn-out ("Earn-Out 25") with the former shareholders of the Nordic Yards group ("Sellers"). According to the SEA, the Sellers are entitled to an earn-out related to the years 2025 and 2026. The amount of the Earn-Out 25 under the SEA has been confirmed to be EUR 4,774,560. The parties have agreed on the payment of the additional purchase price in new shares of the Company in accordance with the original intention of the SEA.

Pursuant to the Addendum, the Earn-Out 25 is divided into two parts, of which (i) EUR 3,774,560 will be deferred to form part of the 2026 earn-out ("Earn-Out 26"), to be paid in new shares of the Company during spring 2027 applying the VWAP pricing under the SEA, irrespective of whether the conditions for payment of the Earn-Out 26 are fulfilled; and (ii) EUR 1,000,000 will be paid as 1,102,901 new shares of the Company at a price of EUR 0.9067 per share ("New Shares") forming the volume weighted average price for the 30 days preceding 29 May 2026. The New Shares will be issued through a two-step transaction, in which Summa Holding Oy ("Summa Holding") will carry out a directed share issue without consideration to the Sellers, and the Sellers will immediately exchange the shares in Summa Holding into the New Shares. The Sellers have undertaken to a lock-up in respect of the New Shares, prohibiting the Sellers from, among other things, transferring the New Shares during a period commencing on the date of the Addendum and ending on 31 October 2026.

The Company will separately resolve on and announce the issuance of the New Shares relating to the Earn-Out 25 on or about 7 September 2026 at the latest.

Further information:

Robert Blumberg, CEO
Tel: +358 40 839 7408
Email: 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). www.summadefence.fi/en/

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