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• Company Announcements
Notice to the Annual General Meeting of Detection Technology Plc
Detection Technology Plc Company Announcement 1 March 2017 at 9.00 EET
Notice to the Annual General Meeting of Detection Technology Plc
Notice is given to the shareholders of Detection Technology Plc to the Annual General Meeting to be held on Thursday, 23 March 2017 at 3 p.m. at the Ahti Business Park, at the address Ahventie 4, FI-02170 Espoo.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2 p.m.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
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Opening of the meeting
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Calling the meeting to order
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Election of persons to scrutinize the minutes and to supervise the counting of votes
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Recording the legality of the meeting
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Recording the attendance at the meeting and adoption of the list of votes
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Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2016
Review by the President and CEO.
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Adoption of the Financial Statements, including the adoption of the Consolidated Financial Statements
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Resolution on the use of the profit shown on the balance sheet and the distribution of funds
The distributable funds of the company are EUR 28,527,787.59, of which EUR 3,930,921.44 represents the net profit for the financial year. The Board of Directors proposes to the Annual General Meeting that the profit for the financial year 2016 be placed in retained earnings.
The Board of Directors proposes to the Annual General Meeting that, based on the adopted financial statements for 2016, an equity repayment of EUR 0.25 per share be paid, i.e. a total of approximately EUR 3,356,443.75 based on the situation of the date of the summons.
The equity repayment will be made from the reserve for invested unrestricted equity. The equity repayment shall be paid to a shareholder who is registered in the company’s register of shareholders, maintained by Euroclear Finland Ltd, on the record date for payment, 27 March 2017. The Board of Directors proposes to the Annual General Meeting that the return of capital be paid on 3 April 2017.
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Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
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Resolution on the remuneration of the members of the Board of Directors and the Auditor
The Board of Directors proposes, upon the proposal by the Remuneration Committee, that the remuneration of the members of the Board of Directors remains unchanged and that the monthly remuneration of the members of the Board of Directors elected for the term of office lasting until the Annual General Meeting of 2018 is thus paid as follows: The Chairman of the Board of Directors is paid EUR 3,500 and members of the Board of Directors are each paid EUR 1,750. The travel expenses of the members of the Board of Directors are compensated in accordance with the Company’s travel rules. The Board of Directors further proposes, upon the proposal by the Remuneration Committee, that the Company pays a voluntary pension insurance based on the paid fees to the members of the Board of Directors.
The Board of Directors proposes, upon the proposal by the Audit Committee, that the remuneration and travel expenses for the Auditor to be elected be paid according to the Auditor’s reasonable invoice.
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Resolution on the number of members of the Board of Directors
The Board of Directors proposes that five members are elected to the Board of Directors.
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Election of members of the Board of Directors
The Board of Directors proposes that Heikki Allonen, Petri Niemi, Henrik Roos, Ari Saarenmaa and Andreas Tallberg, all currently members of the Board of Directors, are re-elected to the Board of Directors for the following term of office ending at the conclusion of the next Annual General Meeting.
All nominated persons have given their consent to the position.
The presentation of the persons nominated for the Board of Directors is available at Detection Technology Plc’s website: www.deetee.com.
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Election of the Auditor
The Audit Committee proposes that Authorised Public Accounting firm Ernst & Young Oy is elected as the Auditor of the Company for the following term of office ending at the conclusion of the next Annual General Meeting. Ernst & Young Oy has informed that Juha Hilmola, Authorised Public Accountant, will act as the Responsible Auditor should it be elected as the Auditor of the Company.
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Authorisation to the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the repurchase of a maximum of 675,000 shares in the Company in one or several tranches by using funds in the unrestricted shareholders’ equity. The shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders in public trading arranged by Nasdaq Finland Ltd for the market price formed at the moment of purchase.
It is proposed that the authorization be valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2018. The authorization replaces all previous unused authorizations to resolve on the repurchase of own shares.
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Authorisation of the Board of Directors to resolve on a share issue and an issue of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act in one or several parts, either against payment or without payment. The aggregate amount of shares to be issued, including the shares to be received based on special rights, shall not exceed 1,345,000 shares, which amount corresponds to approximately 10% of the current number of all shares in the Company. The Board of the Directors may resolve to issue either new shares or to transfer treasury shares potentially held by the Company.
The new shares and the special rights referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act may be issued and transferred to the shareholders in proportion to their current shareholdings in the Company or in deviation from the shareholders’ pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so. The deviation from the shareholders’ pre-emptive rights may be carried out for example in order to develop the Company’s capital structure, to finance or carry out acquisitions, investments or other business transactions, or to use the shares for an incentive scheme. A directed share issue may be executed without consideration only if there is an especially weighty financial reason for the Company to do so, taking the interests of all its shareholders into account.
The Board of Directors is also authorized to decide on a share issue to the Company itself without consideration so that the own shares held by the Company after the issue does not exceed 10 % of all shares in the Company. The own shares held by the Company and its subsidiaries shall be included in the number of shares as set out in Chapter 15 Section 11 Subsection 1 of the Finnish Limited Liability Companies Act.
The Board of Directors is authorized to decide on all other matters related to the issuance of shares and special rights.
It is proposed that the authorization be valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2018. The authorization replaces all previous unused authorizations to resolve on the issuance of shares, issuance of share options and issuance of other special rights entitling to shares.
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Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the resolutions on the matters on the agenda of the Annual General Meeting set out above as well as this notice are available on Detection Technology Plc’s website at www.deetee.com. The Financial Statements, the Report of the Board of Directors and the Auditor’s Report of Detection Technology Plc are available on the above-mentioned website no later than Thursday, 2 March 2017. The proposals for the resolutions and the other above-mentioned documents are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
The minutes of the Annual General Meeting will be available on the above-mentioned website as from 6 April 2017.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 13 March 2017 (the record date of the Annual General Meeting) in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
Changes in shareholdings occurring after the record date of the Annual General Meeting shall not affect the right to attend the Annual General Meeting or the number of votes of the shareholder.
A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than by 10 a.m. on 20 March 2017 by giving a prior notice of participation, which shall be received by the Company no later than the above-mentioned time.
Such notice can be given:
a) through the notice link on the Company’s website www.deetee.com;
b) by telephone +358 40 632 7200; or
c) by regular mail to Detection Technology Plc, Elektroniikkatie 10, 90590 Oulu.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or Business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Detection Technology Plc. is used only in connection with the Annual General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on 13 March 2017 (the record date of the Annual General Meeting). The right to participate in the Annual General Meeting requires, in addition, that the shareholder has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd on the basis of such shares at the latest by 10 a.m. on 20 March 2017. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request all necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank without delay. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in originals to Detection Technology Plc, Elektroniikkatie 10, 90590 Oulu before the end of the registration period.
4. Other instructions and information
Pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting, 1 March 2017, the total number of shares and votes in Detection Technology Plc is 13,425,775.
Detection Technology Plc
Board of Directors
For more information:
Hannu Martola, President and CEO, +358 500 449 475, hannu.martola@nulldeetee.com
Petri Hiljanen, CFO, +358 40 591 7435, petri.hiljanen@nulldeetee.com
Nordea is the company’s Certified Advisor under First North rules.
Detection Technology Plc
Detection Technology is a global provider of X-ray imaging subsystems, components and services for medical, security and industrial applications. The company’s net sales grew 77% to EUR 76 million in 2016. The company has over 200 customers in 40 countries. Detection Technology employs over 400 people in Finland, China and the US. The company’s shares are listed at the Nasdaq First North Finland under the ticker symbol DETEC.
DISTRIBUTION:
Nasdaq Helsinki
Key media
www.deetee.com