RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF GLASTON CORPORATION
Glaston Corporation Stock Exchange Release 10.4.2018 at 17.20
The Annual General Meeting of Glaston Corporation was held on 10 April 2018 in Helsinki. The General Meeting adopted the financial statements and consolidated financial statements for the financial period from 1 January to 31 December 2017. The General Meeting discharged the members of the Board of Directors and the President and CEO from liability concerning the financial year from 1 January to 31 December 2017.
In accordance with the proposal of the Board of Directors, the General Meeting resolved that based on the balance sheet adopted for the financial year 2017, a return of capital of EUR 0.01 per share be paid. The return of capital will be paid from the reserve for invested unrestricted equity to a shareholder who is registered in the Company’s shareholders’ register on the record date for payment, 12 April 2018. The return of capital is paid on 26 April 2018.
Composition of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the number of the members of the Board of Directors was resolved to be seven. The General Meeting decided, in accordance with the proposal of the Shareholders’ Nomination Board, to re-elect the current members of the Board of Directors, Mr. Teuvo Salminen, Ms. Anu Hämäläinen, Ms. Sarlotta Narjus, Mr. Kai Mäenpää and Mr. Tero Telaranta. In addition, it was resolved that Mr. Sebastian Bondestam and Mr. Antti Kaunonen be elected as new members of the Board of Directors for the same term. More information on the members of the Board of Directors is available on Glaston Corporation’s website www.glaston.net.
In its organization meeting held after the General Meeting, the Board of Directors elected Teuvo Salminen as Chairman of the Board and Sebastian Bondestam as Deputy Chairman of the Board.
Remuneration of the members of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the General Meeting resolved that the yearly remuneration payable to the members of the Board of Directors is increased by 15 per cent and thus, the Chairman of the Board of Directors is paid an annual fee of EUR 46,000 and Deputy Chairman an annual fee of EUR 34,500 and other members of the Board of Directors an annual fee of EUR 23,000.
In addition, an attendance fee is paid to the members of the Board of Directors for each meeting of the Board of Directors that a member has attended. The Chairman of the meeting is paid an attendance fee of EUR 800 and the members an attendance fee of EUR 500. In addition, each member of the Board of Directors is compensated for direct costs related to Board work. Furthermore, the Company continues to pay voluntary pension insurance based on the remuneration.
In accordance with the proposal by the Board of Directors, the General Meeting re-elected authorised public accounting firm Ernst & Young Oy as the Company’s auditor with Authorised Public Accountant Kristina Sandin as the auditor in charge.
The General Meeting authorised 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 authorisation consists of up to 20,000,000 shares in the aggregate.
The authorisation does not exclude the Board of Directors' right to decide on a directed share issue. The authorisation was 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 is 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 (contribution in kind). The authorisation is effective until 30 June 2019. The authorisation supersedes earlier authorisations.
Shares in the joint book-entry account and the rights carried by these shares
The General Meeting decided in accordance with Chapter 3, Section 14 a, Sub-section 3 of the Finnish Companies Act, that all rights to shares recorded on the joint book-entry account of Glaston Corporation whose registration has not been requested in accordance with Chapter 6, Section 3 of the Act on the Book-Entry System and Clearance Activity (in Finnish: Laki arvo-osuusjärjestelmästä ja selvitystoiminnasta) prior to the resolution of the General Meeting, are to be forfeited. In addition to the shares, all rights based on those shares such as e.g. dividend that have not been expired, shall be also forfeited. Rules and regulations regarding treasury shares shall be applied to the forfeited shares after the resolution. On 30 January 2018, the number of Glaston Corporation’s shares in the joint book-entry account was 75,200.
Helsinki, 10 April 2018
President and CEO
President and CEO Arto Metsänen, Tel. +358 10 500 500
Glaston is a frontrunner in glass processing technologies and services. We respond globally to the most demanding glass processing needs of the architectural, solar, appliance and automotive industries. Additionally, we utilize emerging technologies that integrate intelligence and sustainability to glass. We are committed to providing our clients with both the best know-how and the latest technologies in glass processing. Glaston’s shares (GLA1V) are listed on NASDAQ Helsinki Ltd. Further information is available at www.glaston.net
Distribution: NASDAQ Helsinki Ltd, key media, www.glaston.net