Detection Technology Plc Company Announcement 10 March 2016 at 5:15 pm (CET +1)
Resolutions of the Annual General Meeting of Detection Technology Plc on 10 March 2016
Adoption of the Financial Statements for the financial year 1 January – 31 December 2015 and booking of the result of the financial year
The Annual General Meeting of Shareholders of Detection Technology Plc on 10 March 2016 adopted the Financial Statements and discharged the Members of the Board of Directors and the President and CEO from liability for the financial year 1 January – 31 December 2015.
The Annual General Meeting resolved that no dividend will be paid for the financial year, but that the profit of the financial year 2015 is placed in retained earnings. The Annual General Meeting resolved that an equity repayment of EUR 0.07 per share is paid. The equity repayment will be made from the reserve for invested unrestricted equity to a shareholder who is registered in the company’s register of shareholders, maintained by Euroclear Finland Ltd, on the record date for payment, 14 March 2016. It was adopted that the equity repayment is paid on 21 March 2016.
The Board of Directors and the Auditor
The Annual General Meeting resolved that the Board of Directors consists of five members. Heikki Allonen, Petri Niemi, Henrik Roos, Ari Saarenmaa and Andreas Tallberg, all currently members of the Board of Directors, were re-elected to the Board of Directors for the following term of office.
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 the monthly remuneration of the members of the Board of Directors is 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. It was resolved that the travel expenses of the members of the Board of Directors are compensated in accordance with the Company’s travel rules. The Annual General Meeting also resolved that the Company pays a voluntary pension insurance based on the paid fees to the members of the Board of Directors. It was resolved that the remuneration for the Auditor is paid according to the Auditor’s reasonable invoice.
At its assembly meeting, the Board of Directors elected Mr Andreas Tallberg as a chairman. Mr Andreas Tallberg, Mr Henrik Roos and Mr Petri Niemi were elected as members of the remuneration committee, and Mr Heikki Allonen and Mr Ari Saarenmaa as members of the audit committee.
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 650,000 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 Finland Oy for the market price formed at the moment of purchase. The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2017.
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 1,300,000 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 authorised 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 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 2017. 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.
The minutes of the General Meeting will be available on the website of Detection Technology Plc at www.deetee.com as of 24 March 2016, at the latest.
Detection Technology Oyj
Hannu Martola, President and CEO
For more information:
Detection Technology Plc
Hannu Martola, President and CEO
+358 500 449 475
Petri Hiljanen, CFO
+358 40 591 7435
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 and components for medical, security and industrial applications. Detection Technology’s net sales totaled EUR 43 million in 2015. The company has around 160 active customers in 40 countries. Detection Technology employs 340 people in Finland, China and the US. The company’s shares are listed on the Nasdaq First North Finland.
NASDAQ OMX Helsinki