Resolutions of the Annual General Meeting of Detection Technology
Detection Technology Plc company announcement 30 March 2023 at 17:30 (EEST)
Resolutions of the Annual General Meeting of Detection Technology
The Annual General Meeting of Detection Technology Plc was held on 30 March 2023 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 for the financial year 1 January–31 December 2022.
Use of the profit shown on the balance sheet and the distribution of funds
The Annual General Meeting resolved that a dividend of EUR 0.20 per share for the financial year 2022 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, 3 April 2023. It was resolved that the dividend is paid on 12 April 2023.
The Board of Directors and the Auditor
The Annual General Meeting resolved that the Board of Directors consists of six (6) members. Carina Andersson, Marion Björkstén, Richard Ingram, Pasi Koota, Henrik Roos and Hannu Syrjälä were re-elected.
Authorised Public Accounting firm KPMG Oy Ab was elected as the Auditor of the Company, and Petri Kettunen, Authorised Public Accountant, will act as the Responsible Auditor.
It was resolved that an annual fixed remuneration of the members of the Board of Directors is paid as follows: the Chair of the Board of Directors is paid EUR 65,000, members of the Board of Directors are each paid EUR 37,000 and the Vice Chair of the Board of Directors is paid EUR 49,000, provided a Vice Chair is elected. It was also resolved that the members of the Board of Directors be paid a meeting-specific fee as follows: EUR 1,000 to the Chair of the Board of Directors and EUR 500 to the members of the Board of Directors per each meeting held in the home country of the respective member, and EUR 1,500 to the Chair of the Board of Directors and EUR 1,000 to the members of the Board of Directors per each meeting held elsewhere than in the home country of the respective member.
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 public 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 2023 of the company is published.
It was resolved that the members of the Audit Committee and the Remuneration Committee would be paid a meeting fee of EUR 500 per meeting. 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 732,795 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 2024.
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 1,465,593 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 2024. 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 Annual General Meeting will be available on the company’s website at www.deetee.com latest on 13 April 2023.
Detection Technology Plc
Board of Directors
Further information
Hannu Martola, President and CEO
+358 500 449 475, hannu.martola@deetee.com
Nordea is the company’s Certified Advisor under the Nasdaq First North GM rules.
Detection Technology is a global provider of X-ray detector solutions and services for medical, security, and industrial applications. The company’s solutions range from sensor components to optimized detector subsystems with ASICs, electronics, mechanics, software and algorithms. It has sites 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