NOTICE TO GLASTON CORPORATION’S EXTRAORDINARY GENERAL MEETING
1/22/2013 4:30 AM EST
Glaston Oyj Abp
Notice to convene extr.general meeting
NOTICE TO GLASTON CORPORATION’S EXTRAORDINARY GENERAL MEETING
Helsinki, Finland, 2013-01-22 10:30 CET (GLOBE NEWSWIRE) -- GLASTON CORPORATION
STOCK EXCHANGE RELEASE 22.1.2013 at 11.30 a.m. (EET)
NOTICE TO GLASTON CORPORATION’S EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Glaston Corporation to the Extraordinary
General Meeting to be held on 12 February 2013 at 10 a.m. in Finlandia Hall,
Veranda 1 hall, at Mannerheimintie 13 e, 00100 Helsinki, Finland. The reception
of persons who have registered for the meeting will commence at 9 a.m.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and the list of votes
6. Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Extraordinary General Meeting
authorises the Board of Directors to resolve on one or more issuances of
shares. The authorisation contains the right to issue new shares or dispose of
the shares in the possession of the company up to 86,000,000 shares.
The authorisation entitles the Board of Directors to decide on a directed
issue. The authorisation is proposed to be used for executing or financing of
material arrangements from the company’s point of view, such as restructuring
of the company’s financing structure or implementing business arrangements or
investments, or for other such purposes determined by the Board of Directors in
which case a weighty financial reason for directing a share issue would exist.
The Board of Directors is authorised to resolve on all other terms and
conditions of the issuance of shares, such as the payment period, grounds for
the determination of the subscription price and subscription price. The
authorisation entitles the subscription price to be paid also by other assets,
such as by setting off a receivable from the company, either partially or
entirely.
The authorisation is effective until 30 June 2013. The Board of Directors
proposes that the authorisation would not supersede the earlier authorisation
granted by the General Meeting in 5 April 2011.
7. Closing of the meeting
B. Documents of the General Meeting
The proposals to the General Meeting as well as this notice are available on
Glaston Corporation’s website at www.glaston.net. The third quarter 2012
interim report of Glaston Corporation and the statement by the Board of
Directors on the events occurring after the interim report for the first three
quarters of 2012 and having an essential effect on the state of the company are
available on the above-mentioned website. The proposals to the General Meeting,
third quarter 2012 interim report and the statement by the Board of Directors
on the events occurring after the third quarter 2012 interim report and having
a material effect on the state of the company are also available at the
meeting. Copies of these documents and of this notice will be sent to
shareholders upon request.
C. Instructions for the participants in the General Meeting
1. Right to participate and registration
Each shareholder, who is on the record date of the General Meeting, 31 January
2013, registered in the shareholders’ register of the Company held by Euroclear
Finland Ltd, has the right to participate in the General Meeting. A
shareholder, whose shares are registered on his/her personal Finnish book-entry
account, is registered in the shareholders’ register of the Company.
A shareholder, who wants to participate in the General Meeting, shall register
for the meeting no later than 7 February 2013 at 4 p.m. Such notice can be
given:
a) on Glaston Corporation’s internet website www.glaston.net;
b) by email ;
c) by telephone +358 10 500 6001; or
d) by regular mail to the address Glaston Corporation, Yliopistonkatu 7, 00100
Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number / company identification number, address,
telephone number and the name of a possible assistant or proxy representative
and the personal identification number of a proxy representative. The personal
data given to Glaston Corporation is used only in connection with the General
Meeting and with the processing to related registrations.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting.
2. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, 31 January 2013, would be entitled to be
registered in the shareholders’ register of the Company. The right to
participate in the General Meeting requires, in addition, that the shareholder
on the basis of such shares has been registered into the temporary
shareholders’ register at the latest by 7 February 2013 at 10 a.m. As regards
nominee registered shares this constitutes due registration for the General
Meeting.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the temporary shareholders’ register
of the Company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank.
The account management organization of the custodian bank has to register a
holder of nominee registered shares, who wants to participate in the General
Meeting, into the temporary shareholders’ register of the Company at the latest
by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting by way of proxy
representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When a shareholder participates in the General Meeting by
means of several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting.
Possible proxy documents should be delivered in originals to Glaston
Corporation, Yliopistonkatu 7, 00100 Helsinki, Finland before the last date for
registration.
4. Other information
On this date of notice to the General Meeting, the total number of shares and
votes in Glaston Corporation is 105,588,636.
Helsinki, 22 January 2013
GLASTON CORPORATION
Board of Directors
For further information, please contact:
Taina Tirkkonen, General Counsel, tel. +358 10 500 500
GLASTON CORPORATION
Agneta Selroos
Director, Communications and Marketing
Glaston Corporation
Glaston is a global company developing glass processing technology for
architectural, solar, appliance and automotive applications. Our portfolio
ranges from pre-processing and safety glass machines to software solutions and
services. We are dedicated to our customers’ continued success and provide
services for all glass processing needs with a lifecycle-long commitment in
mind. For more information, please visit www.glaston.net.
Glaston's share (GLA1V) is listed on the NASDAQ OMX Helsinki Small Cap List.
Distribution: Helsinki Stock Exchange, key media