Notice to the Annual General Meeting of Detection Technology Plc

Detection Technology Plc company announcement 24 March 2020 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 at the Accountor Tower at the address Keilaniementie 1, 02150 Espoo on Thursday, 16 April 2020 at 15:00.

The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 14:00.
 

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 2019

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 2019, 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, 20 April 2020.

The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 27 April 2020.

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 Shareholders’ Nomination Board of Detection Technology Plc (Nomination Board) proposes that the annual fixed remuneration of the Board of Directors would be as follows: the Chair would be paid an annual fee of EUR 60,000 (the annual fee for year 2019 was EUR 55,000) and other members of the Board of Directors would be paid an annual fee of EUR 35,000 (the annual fee for year 2019 was EUR 33,000).

Further, the Nomination Board proposes that the meeting-specific fees payable for each board meeting would be as follows: for each meeting held in the home country of the respective member, EUR 1,000 to the Chair of the Board of Directors and EUR 500 to other members of the Board of Directors; and for each meeting held elsewhere than in the home country of the respective member, EUR 1,500 to the Chair of the Board of Directors and EUR 1,000 to other members of the Board of Directors.

An elected member of the Board of Directors may, at his/her discretion, choose to receive the annual fixed remuneration partly in company shares and partly in cash so that approximately 40% of the annual fixed remuneration is paid in Detection Technology Plc’s shares. The number of shares forming the above remuneration portion, which would be payable in shares, will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2020 of the company is published.

The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel policy.

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 Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors remains unchanged and would be seven (7).

12. Election of members of the Board of Directors

The Nomination Board proposes that Heikki Allonen, Carina Andersson, Vera Backström, Pasi Koota, Henrik Roos and Hannu Syrjälä would be re-elected members of the Board of Directors for the following term of office ending at the conclusion of the next Annual General Meeting.

Out of the current members of the Board of Directors, Petri Niemi has informed that he is not available for re-election to the Board of Directors.

The Nomination Board proposes that Richard Ingram would be elected new member of the Board of Directors.

Richard Ingram (born 1963, B.Sc. Engineering, MBA) currently works as Managing Director, Operations at Brookfield Asset Management and prior to that has held several international management positions in the security, aerospace and automotive industries, including President of Smiths Detection at the Smiths Group. He is a citizen of the United Kingdom.

All candidates have given their consent to the position. All candidates are independent of the company. The candidates are also independent of Detection Technology Plc’s significant shareholders, with the exception of Pasi Koota, who acts currently as CFO at Ahlström Capital Oy, and Vera Backström, who is a Member of the Board of Directors of Antti Ahlström Perilliset Oy. The largest shareholder of Detection Technology Plc, AC Invest Seven B.V. is a group company of Ahlström Capital Oy.

The Nomination Board recommends that Hannu Syrjälä is re-elected Chair of the Board of Directors.

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 if elected as the Auditor of the Company, Authorised Public Accountant Juha Hilmola will act as the Responsible Auditor.

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 2021. 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 2021. 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. 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 Tuesday, 24 March 2020. 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 30 April 2020.
 

C. Instructions for the Participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 2 April 2020 (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 9 April 2020 at 10:00 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/investors;

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 2 April 2020 (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 10:00 on Thursday, 9 April 2020. 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

Due to the coronavirus pandemic (COVID-19), further information may be given regarding the Annual General Meeting arrangements. Please follow the company announcements and check the latest instructions on the company website.

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, 24 March 2020, 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 the Nasdaq First North GM 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 102 million in 2019. The company has 280 customers in 40 countries. Detection Technology employs around 500 people in Finland, China, France and the US. The company’s shares are listed on Nasdaq First North Growth Market Finland under the ticker symbol DETEC.

Distribution: Nasdaq Helsinki, key media, www.deetee.com