Proposals of Detection Technology Plc's Board of Directors and its Committees to the Annual General Meeting

Tue, Mar 05, 2019 12:00 CET

Detection Technology Plc Company Announcement 5 March 2019 at 13:00 (EET)

Proposals of Detection Technology Plc's Board of Directors and its Committees to the Annual General Meeting

Detection Technology Plc's Board of Directors has decided to summon the Annual General Meeting for 28 March 2019. The notice of Annual General Meeting will be published and registration will commence on 7 March 2019. The Board of Directors and its committees have made the following proposals to the Annual General Meeting:

Proposal of the Board of Directors for distribution of profit
Proposal of the Board of Directors for the remuneration of the members of the Board of Directors and the auditor
Proposal of the Board of Directors for the number of members of the Board of Directors
Proposal of the Board of Directors for the Members of the Board of Directors
Proposal of the Audit Committee for the election of the auditor
Proposal of the Board of Directors for authorization to decide on the repurchase of the company's Own Shares
Proposal of the Board of Directors for authorization to resolve on a share issue and an issue of special rights entitling to shares
Proposal of the Board of Directors to amend the Section 4 (Board of Directors) of the Articles of Association
Proposal of the Board of Directors to amend the Section 7 (Auditors) of the Articles of Association
Proposal of the Board of Directors on the establishment of a permanent Nomination Board

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.

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.

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 proposed below.

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.

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 described below. 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.

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.

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.

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.

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."

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."

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.

For more information:
Hannu Martola, President and CEO, +358 500 449 475, hannu.martola@deetee.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.

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Proposals of Detection Technology Plc's Board of Directors and its Committees to the Annual General Meeting

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