Detection Technology Plc Company Announcement 28 March 2019 at 17:15 (EET)
Resolutions of the Annual General Meeting of Detection Technology Plc
The Annual General Meeting of Detection Technology Plc was held on 28 March 2019 in Espoo. The Annual General Meeting adopted the Financial Statements and resolved to discharge the members of the Board of Directors and the CEO from liability for the financial year 1 January – 31 December 2018.
Use of the profit shown on the balance sheet and the distribution of funds
The Annual General Meeting resolved that a dividend of EUR 0.38 per share for the financial year 2018 is paid. The dividend shall be paid to shareholders who are registered in the Company’s register of shareholders, maintained by Euroclear Finland Ltd, on the record date for payment, 1 April 2019. It was resolved that the dividend is paid on 8 April 2019.
The Board of Directors and the Auditor
The Annual General Meeting resolved that the Board of Directors consists of seven members. Heikki Allonen, Vera Backström, Pasi Koota, Petri Niemi, Henrik Roos and Hannu Syrjälä were re-elected, and Carina Andersson was elected as a new member to the Board of Directors for the following term of office. The term of Carina Andersson starts as of the registration of the amendment to the Articles of Association of the company regarding the number of members of the Board of Directors described below.
Authorised Public Accounting firm Ernst & Young Oy was elected as the Auditor of the Company and Juha Hilmola, Authorised Public Accountant, will act as the Responsible Auditor.
It was resolved that an annual fixed remuneration off the members of the Board of Directors is 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. It was also resolved 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. It was resolved that the remuneration for the Auditor is paid according to the Auditor’s reasonable invoice.
Authorisation of the Board of Directors to resolve on repurchase of own shares and on a share issue and an issue of special rights entitling to shares
The Board of Directors was authorised 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 may be repurchased other than in proportion to the shareholdings of the shareholders, in public trading arranged by Nasdaq Helsinki Oy for the market price formed at the moment of purchase. The authorisation replaces all previous unused authorizations on the repurchase of shares and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2020.
The Board of Directors was authorised to resolve on the share issue 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 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, the special rights referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act and the own shares held by the Company 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 as a part of 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 into account the interests of the Company and all its shareholders.
The Board of Directors may also, based on the authorisation, decide on a share issue to the Company itself without consideration so that the number of 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 amount as set out in Chapter 15 Section 11 Subsection 1 of the Finnish Limited Liability Companies Act.
The Board of Directors is authorised to decide on all other matters related to the issuance of shares and special rights. The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2020. The authorisation replaces all previous unused authorisations 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.
Amendments to the Articles of Association
The Annual General Meeting resolved to amend Section 4 of the Articles of Association of the company 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.”
The Annual General Meeting also resolved to amend Section 7 of the Articles of Association of the company 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.”
The establishment of a permanent Shareholders’ Nomination Board
The Annual General Meeting resolved to establish a permanent Shareholders’ Nomination Board. The Nomination Board is 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 is responsible for identifying successors for existing Board members.
The minutes of the Annual General Meeting will be available on the website of Detection Technology Plc at www.deetee.com as of 11 April 2019.
Detection Technology Plc
The Board of Directors
For more information:
President and CEO
+358 500 449 475, email@example.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.
Nasdaq Helsinki Ltd