Detection Technology Plc Company Announcement 23 March 2017 at 17:00 (EET)
Resolutions of the Annual General Meeting of Detection Technology Plc
The Annual General Meeting of Detection Technology Plc was held on 23 March 2017 in Espoo. The Annual General Meeting adopted the Financial Statements and resolved to discharge the members of the Board of Directors and the President and CEO from liability from the financial year 1 January – 31 December 2016.
Use of the profit shown on the balance sheet and the distribution of funds
The Annual General Meeting resolved that no dividend will be paid for the financial year, but that the profit of the financial year 2016 is placed in retained earnings. The Annual General Meeting resolved that an equity repayment of EUR 0.25 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, 27 March 2017. It was resolved that the equity repayment is paid on 3 April 2017.
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.
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 675,000 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 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 2018.
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 1,345,000 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, 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 2018. 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 6 April 2017.
Detection Technology Plc
The Board of Directors
For more information:
Hannu Martola, President and CEO
+358 500 449 475
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.