Detection Technology Plc company announcement 27 March 2025 at 16:30 (EET)
Resolutions of the Annual General Meeting of Detection Technology
The Annual General Meeting of Detection Technology Plc was held on 27 March 2025 in Espoo, Finland. 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 2024.
Use of the profit shown on the balance sheet and the distribution of funds
The Annual General Meeting resolved that a dividend of EUR 0.50 per share for the financial year 2024 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, 31 March 2025. It was resolved that the dividend is paid on 7 April 2025.
The Board of Directors and the Auditor
The Annual General Meeting resolved that the Board of Directors consists of six (6) members. Marion Björkstén, Amy Chen, Richard Ingram, Henrik Roos and Jyrki Vainionpää were re-elected while Antti Vasara was elected as a new member to the Board of Directors.
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: annual fee of EUR 69,000 to be paid to the Chair, EUR 51,000 to the Vice Chair, and EUR 39,000 to other members of the Board of Directors. 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 2025 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.
Authorization 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 authorized to resolve on the repurchase of a maximum of 732,781 shares in the company in one or several tranches by using funds in the unrestricted shareholders' equity. The number corresponds to approximately 5% of the current number of all shares in the company. The own shares may be repurchased other than in proportion to the shareholdings of the shareholders, if the Board of Directors deems that there are weighty financial reasons for such directed repurchase, in public trading arranged by Nasdaq Helsinki Oy for the market price formed at the moment of purchase. The authorization revokes 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 2026.
The Board of Directors was authorized 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 number of shares to be issued, including the shares to be received based on special rights, shall not exceed 1,465,563 shares, which corresponds to approximately 10% of the current number of all shares in the company. The Board of 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 authorization, 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 authorized to decide on all other matters related to the issuance of shares and special rights. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2026. The authorization revokes all previous unused authorizations of the Board of Directors to resolve on the issuance of shares and issuance of special rights entitling to shares.
Forfeiture of the shares held in the joint account and the rights carried by the shares
The company's shares were incorporated into the book-entry system in 2015. Shareholders were at the time required to request their shares to be registered in their book-entry account within the registration period (i.e. 30 January 2015 at the latest). The shares that were not registered on a book-entry account of a shareholder within the registration period, have been held on a book-entry account opened on behalf of the shareholders (Joint Account).
The Joint Account is meant for the temporary custody of the shares, until the shareholders register their shares in their own book-entry account, and a shareholder cannot exercise the rights attached to the shares before the shares have been registered on the shareholder's book-entry account. There are still shares on the Joint Account, because the owners of such shares have not made a declaration for registration since the incorporation of the shares in the book-entry system in 2015.
According to Chapter 3, Section 14 a of the Finnish Companies Act the general meeting may decide that the right to the share recorded in the book-entry system and the rights carried by it have been forfeited, if the recording of the shares has not been requested before ten years have passed from the end of the registration period and entry into force of the current Companies Act. The provisions on treasury shares apply to a forfeited share. On the date of the General Meeting, over ten years had passed from the end of the registration period of the shares on the Joint Account and entry into force of the Companies Act.
The Annual General Meeting decided on the forfeiture of the rights to all the shares entered in the Joint Account, the registration of which has not been requested in accordance with Chapter 6, Section 3 of the Act on the Book-Entry System and Settlement Activities before the decision of Annual General Meeting (27 March 2025 at 14:00 EET), as well as of the rights attached to such shares.
The Joint Account holds a total of 300 shares, corresponding to approximately 0.002 per cent of all shares in the company.
The minutes of the Annual General Meeting will be available on the company's website at www.deetee.com latest on 10 April 2025.
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,
+358 9 5300 6774
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, India, 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
