NOTICE TO GLASTON CORPORATION'S ANNUAL GENERAL MEETING
Glaston Corporation Stock Exchange Release 27 March 2013 at 10.00 a.m.
NOTICE TO GLASTON CORPORATION'S ANNUAL GENERAL MEETING
Notice is given to the shareholders of Glaston Corporation to the Annual General Meeting to be held on 17 April 2013 at 4:00 p.m. in the Marina Congress Center, at Katajanokanlaituri 6, Helsinki. The reception of persons who have registered for the meeting will commence at 3:00 p.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. Presentation of the annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2012
Review by the CEO.
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the result shown on the balance sheet and the payment of dividend
The Board of Directors proposes that no dividend shall be paid based on the adopted balance sheet for the financial year ended on 31 December 2012.
9. Resolution on the discharge of the members of the Board of Directors as well as the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Chairman of the Board of Directors has been paid an annual fee of EUR 40,000, the Vice-Chairman an annual fee of EUR 30,000 and the members of the Board of Directors an annual fee of EUR 20,000. In addition, the Company has paid a voluntary pension insurance based on the fees. Additional remuneration has been paid to the members of the Board of Directors for each meeting of the Board of Directors attended. The Chairman of the meeting has been paid a fee of EUR 800 and the members a fee of EUR 500.
The shareholders representing more than 45% of the shares and the voting rights carried by the shares propose in the General Meeting that the annual fees as well as the meeting fees of the members of the Board of Directors would remain unchanged.
11. Resolution on the number of members of the Board of Directors
The shareholders representing more than 45% of the shares and the voting rights carried by the shares propose in the General Meeting that the number of members of the Board of Directors would remain unchanged at six (6) members.
12. Election of members of the Board of Directors
The shareholders representing more than 45% of the shares and the voting rights carried by the shares propose in the General Meeting that of current members of the Board of Directors Andreas Tallberg, Christer Sumelius, Anu Hämäläinen, Claus von Bonsdorff, Pekka Vauramo and Teuvo Salminen would be re-elected. All aforementioned persons have given their consent for the election. More information on the nominees is available on Glaston’s website www.glaston.net.
13. Resolution on the remuneration of the auditor
14. Election of auditor
The Board of Directors proposes that authorised public accounting firm Ernst & Young Oy would be elected as the Company’s auditor. The auditing firm has announced that the auditor in charge of the audit is Authorised Public Accountant Mr. Harri Pärssinen.
15. Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of options and other rights entitling to shares
The Board of Directors proposes that the Annual General Meeting would authorise the Board of Directors to resolve on one or more issuances which contain the right to issue new shares or dispose of the shares in the possession of the company and to issue options or other rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act. The authorisation would consist of up to 20,000,000 shares in the aggregate.
The authorisation would not exclude the Board of Directors' right to decide on a directed issue. The authorisation is proposed to be used for material arrangements from the company's point of view, such as financing 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 issuing shares, options or other rights and possibly directing a share issue would exist.
The Board of Directors would be authorised to resolve on all other terms and conditions of the issuance of shares, options and other rights entitling to shares as referred to in Chapter 10 of the Companies Act, including the payment period, grounds for the determination of the subscription price and subscription price or allocation of shares, option or other rights free of charge or that the subscription price may be paid besides in cash also by other assets either partially or entirely.
The authorisation would be effective until 30 June 2014. The Board of Directors proposes that the authorisation would supersede earlier authorisations.
The shareholders representing more than 45% of the shares and the voting rights carried by the shares have notified the Company that they support the proposal of the Board of Directors regarding the issue authorisation.
16. Resolution on the establishment of a Nomination Board
The Board of Directors proposes that the General Meeting would resolve to establish a permanent Nomination Board consisting of shareholders or representatives of shareholders to prepare and present for the next Annual General Meeting and, if necessary, to an Extraordinary General Meeting, proposals concerning the number and identities of the members of the Board of Directors and the remuneration of the Board of Directors. In addition, the task of the Nomination Board is to seek candidates as potential board members.
The Board of Directors shall consist of four members, all of which shall be appointed by the Company’s four largest shareholders, who shall appoint one member each. The Chairman of the Company’s Board of Directors shall serve as an advisory member of the Nomination Board.
The Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the Company’s shareholder register held by Euroclear Finland Ltd as of the first working day in September in the year concerned. The Chairman of the Board of Directors shall request each of the four largest shareholders to appoint one member to the Nomination Board. In the event that a shareholder does not wish to exercise his or her right to appoint a representative, it shall pass to the next-largest shareholder who would not otherwise be entitled to appoint a member to the Nomination Board.
The Nomination Board shall elect a Chairman from among its members. The Chairman of the Board of Directors shall convene the first meeting of the Nomination Board and the Nomination Board’s Chairman shall be responsible for convening subsequent meetings.
The Nomination Board shall deliver its proposal, which will be included in the notice to the General Meeting, to the Company's Board of Directors by the end of January preceding the next Annual General Meeting.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals to the General Meeting relating to the agenda of the General Meeting as well as this notice are available on Glaston Corporation’s website at www.glaston.net. The annual accounts, the report of the Board of Directors, the auditor’s report and the annual review of Glaston Corporation are available on the above-mentioned website on the date of this notice. The proposals to the General Meeting relating to the agenda of the General Meeting and the annual accounts 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, 5 April 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 12 April 2013 at 10:00 a.m. Such notice can be given:
on Glaston Corporation’s internet website www.glaston.net;
by email email@example.com;
by telephone +358 10 500 6001; or
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, 5 April 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 12 April 2013 at 10:00 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. 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 193,708,336, including 88,119,700 shares that have been registered in the Trade Register on 27 March 2013.
Helsinki, 27 March 2013
Board of Directors
For further information, please contact:
Sasu Koivumäki, CFO, Glaston Corporation, Tel. +358 10 500 500
Director, Communications and Marketing
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 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: NASDAQ OMX Helsinki Ltd, Key Media, www.glaston.net