Notice to the Annual General Meeting of Detection Technology Plc

Detection Technology Plc Company Announcement 7 March 2019 at 10:00 (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, 28 March 2019 at 3 p.m. at the campus of Aalto University in Otaniemi at the address A Grid, Jeti Auditorium, Otakaari 5A, 02150, 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 General Meeting

The following matters will be considered at the General Meeting:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2018

Review by the President and CEO

7. Adoption of the Financial Statements, including the adoption of the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds

The Board of Directors proposes to the Annual General Meeting that, based on the adopted financial statements for 2018, a dividend of EUR 0.38 per share be paid.

The dividend 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, 1 April 2019.

The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 8 April 2019.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. 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 an annual, fixed remuneration of the members of the Board of Directors elected for the term of office lasting until the Annual General Meeting of 2020 be paid as follows: the Chairman of the Board of Directors is paid EUR 55,000 and members of the Board of Directors are each paid EUR 33,000.

In addition, the Board of Directors proposes, upon the proposal by the Remuneration Committee, that the members of the Board of Directors be paid a meeting-specific fee as follows: EUR 1,000 per meeting to the Chairman of the Board of Directors and EUR 500 to the members of the Board of Directors. If a member of the Board of Directors resides permanently outside of Finland, the aforementioned meeting-specific fees will be increased with EUR 500, so that EUR 1,500 per meeting be paid to the Chairman of the Board of Directors and EUR 1,000 per meeting be paid to the members of the Board of Directors.

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 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.

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

The Board of Directors proposes that seven (7) members are elected to the Board of Directors.

The proposal is conditional to the decision of the company’s Annual General Meeting to amend the Section 4 of the Articles of Association as set forth in item 16 of this notice.

In that case, the term of six (6) board members would start at the end of the Annual General Meeting and the term of one (1) board member would start as of the registration of the amendment to the Articles of Association.

12. Election of members of the Board of Directors

The Board of Directors proposes that Heikki Allonen, Petri Niemi, Henrik Roos, Hannu Syrjälä, Pasi Koota and Vera Backström, all currently members of the Board of Directors are re-elected and that Carina Andersson is elected as a new member 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 above-mentioned persons have brought to the attention of the Company that if they become elected, they will elect Hannu Syrjälä as Chairman of the Board.

The proposal is conditional to the decision of the company’s Annual General Meeting to amend Section 4 of the Articles of Association in accordance with the proposal by the Board of Directors as set forth in item 16 of the notice to the Annual General Meeting. In that case, out of the board member nominees, the term of Carina Andersson would start as of the registration of the amendment to the Articles of Association.

The presentation of the persons nominated for the Board of Directors is available at Detection Technology Plc’s website: www.deetee.com.

13. 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.

14. 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 718,750 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 2020. The authorization replaces all previous unused authorizations to resolve on the repurchase of own shares.

15. 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 1,437,500 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 2020. The authorization replaces all previous unused authorizations of the Board of Directors to resolve on the issuance of shares, issuance of share options and issuance of other special rights entitling to shares.

16. Proposal to amend the Section 4 (Board of Directors) of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the Section 4 of the Articles of Association of the company be amended to read as follows:

“The Company’s Board of Directors shall have a minimum of four and a maximum of seven members. The term of office of a member of the Board of Directors shall terminate at the time of the Annual General Meeting at which the director was elected.”

17. Proposal to amend the Section 7 (Auditors) of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the Section 7 of the Articles of Association be amended to read as follows:

“The General Meeting shall elect one (1) auditor to examine the administration and accounts of the Company. The auditor shall be an audit firm approved by the Auditor Oversight with an authorized public accountant in charge. The term of the auditor shall expire at the closing of the Annual General Meeting following the election.”

18. Proposal on the establishment of a permanent Nomination Board

The Board of Directors proposes to the Annual General Meeting that a permanent Shareholders’ Nomination Board would be established. The Nomination Board would be responsible for preparing and presenting proposals on the remuneration and number of members of the Board of Directors as well as proposal on the members of the Board of Directors, to the Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board shall also be responsible for identifying successors for existing Board members.

In addition, the Board of Directors proposes to the Annual General Meeting that the Annual General Meeting would resolve to adopt the Charter of the Shareholders’ Nomination Board which is attached to this notice.

In accordance with the proposal, the Nomination Board shall consist of three (3) members, which shall be appointed by the company’s three (3) largest shareholders, who shall be entitled to nominate one (1) member each. The Chairman of the Board of Directors shall act as an expert member of the Nomination Board. The Chairman of the Board is not an official member of the Nomination Board and does not have voting rights, but has the right to attend the meetings of the Nomination Board.

The Company’s largest shareholders shall be determined on the basis of the holdings in the shareholders’ register of the Company held by Euroclear Finland Ltd as of the first working day in September preceding the next Annual General Meeting. The Chairman of the Board of Directors shall request each of the three largest shareholders, as defined above, to appoint one member to the Nomination Board. In case two shareholders own an equal number of shares and votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision shall be made by drawing lots. Should a shareholder not wish to use its nomination right, the right transfers to the next largest shareholder who would otherwise not have a nomination right.

If a holder of nominee registered shares wishes to use its nomination right, it shall present a written request to that effect, accompanied by documentation evidencing such shareholders’ ownership, to the Chairman of the Board no later than on the last working day of August preceding the Annual General Meeting.

The Chairman of the Board of Directors convenes the first meeting of the Nomination Board. The Nomination Board shall elect a chairman from among its members, and the Nomination Board convenes thereafter at the notice of the Chairman of the Nomination Board.

The Nomination Board shall submit its proposals to the Board of Directors at the latest on the last working day of January preceding the next Annual General Meeting.

19. 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, 7 March 2019. 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 no later than 11 April 2019.

C. Instructions for the Participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 18 March 2019 (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 25 March 2019 at 10 a.m. 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 18 March 2019 (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 25 March 2019. 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, 7 March 2019, the total number of shares and votes in Detection Technology Plc is 14,375,430.

Detection Technology Plc
Board of Directors

For more information:

Hannu Martola, President and CEO
+358 500 449 475, hannu.martola@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 detector solutions for medical, security and industrial applications. The company’s net sales totaled EUR 94 million in 2018. The company has 240 customers in 40 countries. Detection Technology employs over 500 people in Finland, China, France and the US. The company’s shares are listed on the Nasdaq First North Finland marketplace under the ticker symbol DETEC.

DISTRIBUTION:
Nasdaq Helsinki Ltd
Key media
www.deetee.com

Attachments: Detection Technology Plc Nomination Board Charter (pdf)