Invitation to Glaston Corporation's Annual General Meeting
GLASTON COROPRATION Stock Exchange Release 19.2.2010 at 12.00
Invitation 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 Tuesday 13 April 2010 at 4 PM at Hotel Hilton Helsinki
Kalastajatorppa, Kalastajatorpantie 1, Helsinki. The reception of persons who
have registered for the meeting
will commence at 3 PM.
Matters on the agenda of the General Meeting and their course of procedure
1.Opening of the meeting
2.Calling the meeting to order
3.Election of persons to scrutinize 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 2009
Review by the CEO
7.Adoption of the annual accounts and consolidated annual accounts
8.Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes that a no dividend will be paid based on the
adopted balance sheet for the financial year ended on 31 December 2009.
9.Resolution to discharge of the members of the Board of Directors and 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 related to 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 36% of the shares and the voting rights
carried by the shares have notified the Company that they will propose to the
General Meeting that the remuneration of the members of the Board of Directors
be unchanged.
11.Resolution on the number of members of the Board of Directors
The shareholders representing more than 36% of the shares and the voting rights
carried by the shares have notified the Company that they will propose to the
General Meeting that the number of members of the Board of Directors be resolved
seven (7).
12.Election of members of the Board of Directors
The shareholders representing more than 36% of the shares and the voting rights
carried by the shares have notified the Company that they will propose to the
General Meeting that all current members of the Board of Directors Claus von
Bonsdorff, Klaus Cawén, Jan Lång, Carl-Johan Rosenbröijer, Christer Sumelius and
Andreas Tallberg be re-elected and as new member be elected MSc. (Econ.) Teuvo
Salminen, advisor at Pöyry Plc and CapMan Plc. More information on the nominees
is available on Glaston's internet site www.glaston.net.
All persons mentioned above have given their consent for the election.
13.Resolution on the remuneration of the auditor
14.Election of auditor
The Board of Directors proposes that the Authorized Public Accountants Ernst &
Young Oy be elected as the auditor of the Company. Ernst & Young Oy has stated
Authorized Public Accountant Harri Pärssinen as the responsible auditor.
15.Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Article 11 of the Articles of
Association be amended in such a manner that the notice to the meeting shall be
published no later than three (3) weeks prior to the General Meeting, however,
at the latest nine (9) days before the record date of the General Meeting.
16.Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Board of Directors be authorized to
decide on the issue of new shares and/or conveyance of Company's own shares held
by the Company. By virtue of the authorization, the Board of Directors is
entitled to decide on the issuance of a maximum of 6,800,000 new shares and on
the conveyance of a maximum of 6,800,000 own shares held by the Company.
However, the total number of shares to be issued and/or conveyed may not exceed
6,800,000 shares.
The new shares may be issued and own shares held by the Company conveyed either
against payment or without payment.
The new shares may be issued and/or own shares held by the Company conveyed to
the Company's shareholders in a proportion to their existing shareholdings in
the Company, or by means of a directed share issue, waiving the pre-emptive
subscription right of the shareholders, if there is a weighty reason for the
Company to do so, such as the shares to be used to improve the capital structure
of the Company or as consideration in future acquisitions or other arrangements
that are part of Company's business or as part of Company's or its subsidiaries'
incentive programs.
The directed share issue can be without payment only, if there is an especially
weighty reason for the Company to do so, taking the interest of all shareholders
into account.
The Board of Directors may decide on the share issue without payment also to the
Company itself. Decision regarding share issue to the Company itself cannot be
made in such manner that the quantity of shares held jointly by the Company or
its subsidiaries would exceed one tenth of all shares of the Company.
The subscription price of new shares issued and the consideration paid for the
conveyance of the Company's own shares shall be credited to the reserve for
invested unrestricted equity.
The Board of Directors shall decide on other matters related to the share issue.
The share issue authorization is valid until the end of the Annual General
Meeting to be held in 2012.
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 report of Glaston Corporation, including the
Company's annual accounts, the report of the Board of Directors and the
auditor's report, is available on the above-mentioned website no later than on
23 March 2010. 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.
Instructions for the participants in the General Meeting
1.Right to participate and registration
Each shareholder, who is registered on 30 March 2010 in the shareholders'
register of the Company held by the 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 8 April 2010 at 4 PM. Such notice can be given:
a) by email tania.spare@glaston.net;
b) by telephone +358 10 500 6438;
c) by telefax +358 10 500 6515, or
d) by regular mail to the address Glaston Corporation, Mikonkatu 9, 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 the 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.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.
Possibly proxy documents should be delivered in originals to Glaston
Corporation, Mikonkatu 9, 00100 Helsinki, Finland before the last date for
registration.
3.Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholder's 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 will register a holder of nominee registered shares, who wants to
participate in the General Meeting, to be temporarily entered into the
shareholders' register of the Company at the latest on 8 April 2010 by 10 AM.
Further information on these matters can also be found on the company's website
www.glaston.net.
4.Other information
On this date of notice to the General Meeting the total number of shares and
votes on Glaston Corporation is 79,350,000.
Helsinki, 18 February 2010
GLASTON CORPORATION
Board of Directors
Sender:
Glaston Corporation
Agneta Selroos
IR and Communications Manager
Tel. +358 10 500 6105
Glaston Corporation
Glaston Corporation is an international glass technology company. Glaston is the
global market leader in glass processing machines, and a comprehensive
One-Stop-Partner supplier to its customers. Its product range and service
network are the widest in the industry. Glaston's well-known brands are
Bavelloni in pre-processing machines and tools, Tamglass and Uniglass in safety
glass machines, and Albat+Wirsam in glass industry software.
Glaston's share (GLA1V) is listed on the NASDAQ OMX Helsinki Mid Cap List.
www.glaston.net
Distribution: OMX, central media, www.glaston.net
