Welcome to this webinar organized by Summa Defence and Meriaura Group. The idea today is to go through the new defence sector group company Summa Defence, something about the transaction, what's the plan, and what's the schedule on that. Then going through the introduction of Summa Defence, what kind of structure we are going to have, what kind of companies are part of the Summa Defence, and then what kind of services they are providing. Of course, also then introducing the management board of the company and then how the market looks. Like we all know that the geopolitical situation has changed a lot in the last year or months or days, depends how you want to look at it. Anyway, the opportunities are huge. In the end of the presentation, there's a possibility to do the questions. There is a chat box on the webinar where you can write your questions even during the webinar, and we will then go through those in the end. My name is Jussi Holopainen, I'm the CEO of Summa Defence. There is also Jussi Mälkiä, CEO of Meriaura Group, present here today, and he is in the end answering also questions if there is something pointed to him. Let's get started. Listed company Summa Defence Plc is born. End of January, Meriaura Group and Finnish defense company, security company Summa Defence, signed a conditional share exchange agreement concerning Meriaura buying all Summa Defence shares. Meriaura Group sees this possible arrangement very positive, as it would increase the shareholders' value and increase the opportunities via Summa Defence, security and defense knowledge and opportunities, what today's market is going to give us. Meriaura maritime logistics business is going to be sold out from the Meriaura Group to Meriaura Invest. That is not going to stay part of the Summa Defence. There is, after a few slides, also a structure of how the new Summa Defence company is going to be, and we can get back to that then on that slide. There is a general meeting of Meriaura Group next week, 24th of April. Of course, this transaction needs the approval from the general meeting. Hopefully we can give here some answers if there is any and give you enough information to be able to make the decision, which of course from the Summa Defence point of view, I wish to be positive. After the transaction is approved, the Summa Defence is going to be listed like Meriaura Group in Helsinki and in Stockholm. In Stockholm, the name is going to be Summas, and in Helsinki, Summa. Similar, like Meriaura Group at the moment is listed in both First North lists. The estimated first day of Summa Defence shares for trading is 12th of May, so a bit less than one month forward. Together we are strong. Summa Defence combines the small and medium-sized defence and security companies, comprehensive security companies, which are having most of our current companies dual technology, which is usable then in pure defence uses, but also in the civil sector needs. We believe that this transaction is going to create a lot of shareholders' value for the current Meriaura Group shareholders and of course for the future shareholders as well, which I will have a separate slide to show you how the shares are going to be divided between different counterparties during this transaction. We also believe that the listing is bringing for the company much more visibility, of course, in the media, which we have got it already quite nicely, but even more. On the other hand, it also brings for Summa Defence like a quality stamp. It means that the company governance has to be in good level. It gives us more opportunities as a listed company to have successful sales in international sales operations and also in different kinds of business transactions. Summa Defence investors are bringing part of this arrangement, EUR 28.15 million as a capital to Summa Defence, which are going to be used for the investment for scaling up for the international expansions and so on, so developing the company forward. Next slide. On this slide is indicated or drawn how the Summa Defence Plc is going to be after the transaction. What's in the black background there is current Meriaura Group Plc, which name is going to be then changed to be as Summa Defence Plc. It looks like quite complicated structure, but maybe it will open up a bit when I later go through the other companies. Basically on the third line, there are Summa Defence daughter companies, six of those, here more, but six operative companies. Then under there we have also the joint venture structures which are created with our Ukrainian partners regarding the drone production. On the second line, you can see what's going to be staying from Meriaura Group as a part of Summa Defence Plc after the transaction. Shareholder, how it's divided after the transaction can be seen on this slide. Basically the founders of Summa Defence are going to be owning 21.5% of the full Summa Defence Group. Daughter companies which I mentioned are here written target companies, they are going to be the biggest group of owners, 41.3%. This also what I mentioned and what I will go through later, we want to have companies as a part of the Summa Defence where the owners are committed and seeing the opportunity and the possibilities as a part of the bigger group. Basically they will remain all the key owners of Summa Defence as well in the future. The investors who are bringing roughly EUR 28 million as a capital for company are going to be owning 25.5%. Meriaura Invest and Meriaura Group current shareholders are then 4.7% and 7.1% after the transaction. A little bit about the board and after the board, the executive board, I believe that the company is having very strong experience, knowledge, understanding from the defense segment, from Arto Räty, from Sirpa-Helena Sormunen, and also wide view experience from running for successful businesses on board perspective, but also on remarkable operative positions like Samuli Koskela, Erja Sankari, and Antti Vehviläinen. Antti also representing here the continuous from Meriaura board as he is currently board member of Meriaura. I'm very happy of the board what's now proposed for the annual general meeting, which of course then need to approve this proposal. The executive board, so basically this is the executive board of Summa Defence currently. Here I would point out the same topic what I mentioned from the board combination. We have experienced people from defense segment. Juha Vauhkonen, Tommi Malinen, Riita Honkanen- Vaheri. Of course, wide experience also from civil segment and from big companies leading the big operations. Also knowledge from Tommi, Risto, and from myself acting as executives in listed company and experiences from several different mergers and arrangements. This combination is bringing unique knowledge for Summa Defence, which of course makes possible to reach targets what we have set it up for the market. Shortly, what is Summa Defence? We are talking comprehensive security combination. It's a headquarters in Finland, Finnish defence and security company, which puts together small, medium-sized defence companies, defence security companies, not just from Finland but from Europe, also from NATO countries. As I mentioned, it's like an entrepreneur-driven company. All the daughter companies' owners are going to stay as owners of the key owners are going to stay as owners of Summa Defence as well. This being the key element, what kind of companies we want to be part of the Summa, to find technological companies with very good products, but also that owners have willingness and appetite for the growth and they see the opportunity as being part of the bigger group to get more. Operational level, geographically, we are focusing, let's say, the Europe and NATO countries, North Europe as such. We have already operations through the daughter companies in many countries. Summa Defence Group itself is a young company which was founded 2024. Last year, and going to be listed now as if everything goes as planned in May. We believe that there is in the market clear need for actors like Summa Defence. There is a clear opportunities and possibilities. There is a more need than offerings at the moment. We are bringing one more solution, which is then of course going to take these opportunities and going to take Summa Defence further in the near future. What comes to the business, what kind of business areas Summa Defence is operating? We have divided it kind of like four bigger areas. Of course, I will go through my daughter companies in more detail, the products and services itself. We see that, of course, the awareness has the need for this has changed dramatically in last years, months, especially from Ukraine. We can see that the battlefield has changed. It is not just battlefield. It brings also the civil segment new kind of solutions and needs. Mobility, of course, is a key element and defence itself to be successful in many areas in the combat missions, but also in the civil segment. Generally, the security of supplies, of course, it's not just what's happening in the battlefield. There are a lot of things what's happening behind the battlefield, what comes to the critical infra, what comes for the logistics, what comes for the different kind of services production, which is a key element for the success for everyone. Summa brings solutions for this as well. How are we going to continue after the listing in May? We will be active on the mergers. We have a lot of target companies with whom we are discussing or what we are looking. We see there are clear joint benefits for those companies to be part of Summa Defence in future, to be part of something bigger, to be part of something which we are building to be a remarkable player in our market areas. As I mentioned, we are looking at companies where owners see the opportunity, not companies where owners want to do exit. We are committed to develop further and build up the big strong company for the future. Next, I will go shortly through the daughter companies, what we are having in the first stage of the transactions and this arrangement. As mentioned, there will be more. We have targets for this and upcoming years to continue growth, to continue gain more companies to be part of the Summa Defence. Lännen Traktors is the first company which is introduced here. Of course, the name Traktors is many times bringing some other type of ideas than defense and security. Actually, Lännen Traktors is building multifunctional machines which are capable of doing smart and mobile different kinds of solutions and operational tasks. It's also a platform where you can build different kinds of solutions. You can use it for helping the logistics or building different kinds of supports for the militaries as well. You can use it, why not, for the demining or such operations. Very multifunctional machine which is capable of doing many kinds of different things for different kinds of needs in different kinds of rush environments. Lännen Traktors, as Aquamek, is located in Loimaa, where we have 20,000 sq m production facilities, which of course gives us a lot of opportunities also to develop further and scale up the production in these products. Aquamek is actually the market leader globally on the niche segment where it's operating, especially what comes into the security and defense segment. There are clear needs for such machines which are making sure that the waterways or harbors are keeping operative possibilities open. This solution has been sold for different countries, navals, and also in Ukraine, to operate in repair of environmental damage areas. Next, we have Uudenkaupungin Työvene, which is a company which builds up to 100 meter ships, can be warships, can be ships which are used for the critical infrastructure needs, but also for the smaller scale patrol boats, etc., from different materials. Here we have a very strong order backlog and big positive views for the future as well to grow even further. For sure, we are going to be then release information to market as well when we need to do certain scaling up investments and scaling up the production to fulfill the needs what's on the market. Next company, we are having Light Space Technologies, which is actually the U.S.-based company, but operations and R&D actions are done in Latvia. It's developing, producing AR glasses where I would say the big partner client for us is Rheinmetall, with whom we have certain projects ongoing. Of course, as we know what's the market in Europe now and in the future, it gives us a lot of opportunities. I believe that this is a company which will have in a bit longer timeline great opportunities for the growth and bringing new kinds of awareness solutions for different kinds of actors in the defense and security segment. Next company, we have IntLog, which can provide different kinds of quick space solutions for different kinds of needs in crisis management needs, but also in the battlefield solutions as well. Companies also provide certain maintenance services for different kinds of needs. Very flexible and high-level quality solutions can then support different kinds of price management and defense force companies worldwide. The last on the company presentations is Summa Drones, which is the company that has created joint ventures with several Ukrainian drone manufacturers who are on a daily basis in the battlefield providing different kinds of solutions for different kinds of tasks. The idea is to bring the production to Finland, not all production, but bring one production, one or several production units to Finland. From those, not just support the Ukrainian fight and defense against the Russian aggression, but also bring the technological knowledge and understanding of what kind of solutions are needed in the modern battlefield and what kind of solutions can then be built. Of course, there is also big development on this drone segment and not talking only the flying drones, but also ground drones and marine naval drones as well. This all is going to be needed also in the civil segment. Actually, all the companies which were now presented here in the first wave daughter companies are having solutions which can be utilized and used in defense, but can be also used in different kinds of civil needs as well. I will jump forward to the numbers a bit. As mentioned, we have strong growth targets and we estimate for forecasting for this year EUR 110 million-EUR 140 million turnover. On the profit side, adjusted operating profit EUR 9 million-EUR 12 million. It is good to understand that the Summa Defence companies are going to be eight months as a part of new Summa Defence. 2026 is going to be the first year when Summa Defence is full year also part of reporting. Order backlog, which I mentioned, is very strongly about EUR 200 million order backlog and seems to be a strong need and inquiries also to grow this further, which is of course then published later and given out for the market. On the medium term revenue target, EUR 500 million, I believe this is a fully realistic target and the company has capabilities to grow even further. Summa Defence is going to be the first dual-listed defence security company in Helsinki and Stockholm marketplaces. Growth drivers, I partly already said something about this. Of course, we see the geopolitical changes, not just war in Ukraine, which has created new kinds of defense needs in the market, but also what's happening in the other areas in the world. This is creating the need for the European defense and security companies to increase their capabilities, capacities to provide more solutions for different kinds of needs. These spendings, especially in European countries, are growing dramatically in upcoming years. We, of course, see here a big opportunity. Even there is a crisis in the world. Crisis creates also the opportunities for Summa Defence, which we, of course, want to then use. Dual technologies, I was already mentioning. Our aim is to build like one of the leading Northern European defense and security company from Summa Defence. This was partly already mentioned on the previous slide. There are several different kinds of statistics available to find from, of course, different sources. The main message here is that even if the war would end today in Ukraine, which I guess we all are hoping, the need and the investments, the opportunities in the market are not stopping. There is next 10-15 years, a lot of opportunities to gain success in business, to grow. This is something that Summa Defence is going to do. More information can be found from both of the websites, Meriaura and Summa Defence websites. If you have any questions came to your mind or maybe you already put it in the chat box, next we have time for a few questions. I'm happy to answer those. Okay, thank you. There are a couple of questions. First, I want to send in apologies if you had some problems with the picture and voice. There was one message that what is wrong, there are no picture and no voice. Hopefully, most of you did not have any problems during this webinar. A couple of questions. How will this change of shareholding affect the Meriaura original owners? Are the stock prices going to drop? Of course, the market is eventually evaluating the stock price. It is difficult from the company point of view to say what is going to be happening. What is important to understand is that this is creating a lot of new opportunities for Meriaura Group's current business areas. On that wise, it also gives a lot of positive opportunities for the current shareholders with the new opportunities in the market. How have you or will you cooperate with Rheinmetall? We have a joint development project with Rheinmetall regarding the Light Space products. This is something we are not able to open too much more. Of course, there is some public information available from internet that you can read. Rheinmetall is a good example. It's a big company which has a lot of investments and needs in the future. As we are partnering with them, cooperating with them, it gives also for Summa Defence opportunities. What is the primary use of the capital you collected from the investors? Primary use is to scale up the certain productions, create stronger sales operations together, and then put some efforts more for the R&D activities. All where we are using the capital is aiming to make the company grow more and, of course, grow profitably. Investment is used to develop the company further. What plans do you have to further acquire companies? And how do you try to find them? We have active discussions with many different companies at the moment already going. We have a process and teams which are constantly scaling up different kinds of companies which could be fitting. Estimates to Summa Defence. As I mentioned, there is also this one key driver. How we do the merge is that the owners of the companies have to be willing to commit and stay and develop further the company, not looking exits. Is the new share limited to be subscribed only by the current shareholder of Summa Defence? Will there be an IPO after the merge? This is not the traditional IPO. This is a revised listing from Summa Defence point of view. There is no IPO planned to be after the listing. What's now planned to be that the Summa Defence share is tradable starting 12th of May. Behind this is that Summa Defence is bringing this capital, EUR 28 million to companies. We do not have a need to organize IPO and collect the money. We do not have either the need to make some kind of exit. All are committed to develop and make Summa Defence to grow more. We do not have any more questions here. Okay. I am one more time welcoming all the Meriaura Group current shareholders to be part of the Summa Defence. I am also wishing to get a lot of new shareholders to join our journey to be a remarkable defence and security company already and in future growing more. Thank you for the questions. If there are any further questions in future, we are of course happy to answer for those. Wishing everyone an excellent rest of the day.
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