NOTICE OF GLASTON CORPORATION'S EXTRAORDINARY GENERAL MEETING
Glaston Corporation Stock Exchange Release 6.8.2020 at 13.30
The Board of Directors of Glaston Corporation has decided to convene the shareholders of Glaston Corporation to an Extraordinary General Meeting for the election of a new member to Glaston Corporation’s Board of Directors.
The Extraordinary General Meeting is to be held on Friday, 4 September 2020 at 10.00 a.m. in Glaston Corporation’s premises at Lönnrotinkatu 11, FI-00120 Helsinki, Finland.
Shareholders of the Company may participate in the meeting and exercise their shareholders’ rights only through a proxy representative as well as by posing counterproposals and questions in advance. Proxy representatives must see to the voting in advance on behalf of shareholders. It is not possible to attend the meeting in person. Instructions are further described in this notice in Section C Instructions for the participants in the Extraordinary General Meeting.
The Board of Directors of the Company has resolved on extraordinary meeting procedures pursuant to the temporary legislation adopted by the Finnish Parliament on 24 April 2020. In order to prevent the spread of the COVID-19 pandemic, the Company has resolved to take actions enabled by the temporary legislation in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders. For these reasons, the Extraordinary General Meeting will be held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. Shareholders can participate in the meeting and use shareholder rights only through a proxy representative by submitting voting instructions to a proxy representative in advance as well as by posing counterproposals and questions in advance.
The four largest shareholders of the Company, representing in aggregate over 50 per cent of the shares and votes of the Company, have notified the Company in advance that they support the proposed resolutions on the agenda of the General Meeting included in this notice. The aforementioned largest shareholders have notified the Company that they will participate in the General Meeting by way of proxy representation arranged by the Company.
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
Attorney Klaus Ilmonen will act as Chairman of the Extraordinary General Meeting. Should Klaus Ilmonen be prevented for a weighty reason from acting as Chairman, the Board of Directors of the Company will appoint the person it deems most suitable to act as Chairman of the Extraordinary General Meeting.
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
Agneta Selroos, Communications Manager of the Company, will scrutinise the minutes and supervise the counting of votes at the Extraordinary General Meeting. Should Agneta Selroos be prevented for a weighty reason from scrutinising the minutes and supervising the counting of votes, the Board of Directors will appoint the person it deems most suitable to scrutinise the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have authorised a proxy representative to represent and vote in advance in accordance with the instructions given in this notice and have the right to attend the meeting pursuant to Chapter 5, Section 6 and 6a of the Finnish Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Resolution on the number of members of the Board of Directors
The Nomination Board of the Company, representing in aggregate over 50 per cent of the shares and votes of the Company, proposes to the Extraordinary General Meeting that the number of the members of the Board of Directors would be resolved to be eight (8).
7. Election of members of the Board of Directors
The Nomination Board, representing in aggregate over 50 per cent of the shares and votes of the Company, proposes to the Extraordinary General Meeting that Veli-Matti Reinikkala would be elected as a new member of the Board of Directors, in addition to the current members of the Board of Directors, until closing of the Annual General Meeting 2021.
Veli-Matti Reinikkala (b.1957), Executive Master of Business Administration, serves in the Board of Directors of Fortum Corporation and UPM-Kymmene Corporation. Veli-Matti Reinikkala has served in various managerial positions at ABB Group in Switzerland, China and the US during the years 1993−2015. Prior to his transition to ABB, Veli-Matti Reinikkala worked for Finnish paper and packaging companies in Finland, UK and Canada. Veli-Matti Reinikkala is a Finnish citizen and is independent of the Company and its significant shareholders.
Veli-Matti Reinikkala has given his consent for the election. More information on the nominee is available on Glaston Corporation’s website www.glaston.net.
8. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Nomination Board to the General Meeting, as well as this notice are available on Glaston Corporation’s website at www.glaston.net/EGM-2020/. The minutes of the Extraordinary General Meeting will be available on the aforementioned website as of 18 September 2020, at the latest.
C. Instructions for the participants in the Extraordinary General Meeting
In order to prevent the spread of the COVID-19 pandemic, the Extraordinary General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. It is also not possible for a shareholder or his/her proxy representative to participate in the General Meeting by means of real-time telecommunications. A shareholder can participate in the General Meeting and exercise his/her rights only through a proxy representative in accordance with the instructions presented below. Proxy representatives must see to the voting in advance on behalf of shareholders in accordance with the instructions presented below.
1. Shareholders registered in the shareholders’ register
Each shareholder, who is on the record date of the General Meeting, 25 August 2020, registered in the shareholders’ register of the Company held by Euroclear Finland Oy, 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 may participate in the General Meeting only through a proxy representative in the manner instructed below.
2. Registration, use of proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her shareholder rights only through a proxy representative. Proxy representatives must see to the voting in advance on behalf of shareholders. Due to COVID-19 pandemic, shareholders are requested to exercise shareholders’ rights through a centralised proxy representative designated by the Company by authorising attorney-at-law Henrik Hautamäki, from Hannes Snellman Attorneys Ltd, or a person appointed by him, to represent them at the Extraordinary General Meeting in accordance with the voting instructions of the shareholder.
The introduction and contact information of the designated proxy representative are available at the following website: www.hannessnellman.com/people/all/henrik-hautamaeki/.
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 Extraordinary General Meeting.
A power of attorney template and voting instructions will be available on the Company’s website at www.glaston.net/EGM-2020/ by no later than 12 August 2020 once the deadline for delivering counterproposals to be put to a vote has expired. Possible powers of attorney should be delivered in accordance with the instructions set forth in the proxy document by email to EGM2020@glaston.net or by regular mail to Glaston Corporation, EGM 2020, Lönnrotinkatu 11, FI-00120 Helsinki, Finland as of 12 August 2020 once the deadline for delivering counterproposals to be put to a vote has expired. Powers of attorney must, however, be submitted by no later than 28 August 2020 at 4:00 p.m., by which time the powers of attorney must be received by the Company.
Delivery of a power of attorney to the Company by the aforementioned deadline constitutes due registration for the Extraordinary General Meeting. No other separate notification of participation for the Extraordinary General Meeting is required from the shareholder. Proxy representatives must see to the voting in advance on behalf of shareholders from 12 August 2020 until 1 September 2020 at 4.00 p.m. by regular mail to Glaston Corporation, EGM 2020, Lönnrotinkatu 11, FI-00120 Helsinki, Finland or by email to EGM2020@glaston.net. Advance votes submitted by proxy representatives have to be received by the Company by aforementioned deadline.
Additional information is available on the Company’s website at www.glaston.net/EGM-2020/ or by phone +358 10 500 6105.
The personal data given to Glaston Corporation by its shareholders is used only in connection with the General Meeting and with the processing of the related necessary registrations.
3. 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, 25 August 2020, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. 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 maintained by Euroclear Finland Oy by 1 September 2020 at 10:00 a.m., at the latest. As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in the share ownership following the record date of the General Meeting do not have an impact on the right to participate in the General Meeting nor on the number of votes of the shareholder.
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 in good time. The account management organisation of the custodian bank has to register a holder of nominee registered shares into the temporary shareholders’ register of the Company at the latest by the time stated above and see to the voting in advance on behalf of a holder of nominee registered shares.
Further information on holders of nominee registered shares are available on the Company’s abovementioned website.
4. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company have the right to pose counterproposals concerning the matters on the agenda of the Extraordinary General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to EGM2020@glaston.net or by regular mail to Glaston Corporation, EGM 2020, Lönnrotinkatu 11, FI-00120 Helsinki, Finland by no later than 11 August 2020 at 4:00 p.m., by which time the counterproposals must be received by the Company. The shareholders shall in connection with the counterproposal present a statement of their shareholding in the Company. The counterproposal is admissible for consideration at the Extraordinary General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Extraordinary General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal will not be taken up for consideration at the Extraordinary General Meeting, the votes given in favour of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company‘s website at www.glaston.net/EGM-2020/ by no later than 12 August 2020.
A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to EGM2020@glaston.net or by regular mail to Glaston Corporation, EGM 2020, Lönnrotinkatu 11, FI-00120 Helsinki, Finland no later than 19 August 2020 at 4:00 p.m., by which time the questions must be received by the Company. Such questions by shareholders, responses to such questions by the Company‘s management in accordance with the Finnish Companies Act as well as other counterproposals than those put up to a vote are available on the on the Company‘s website at www.glaston.net/EGM-2020/ by no later than 24 August 2020. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of his/her shareholdings.
On the date of this notice of the General Meeting, the total number of shares and votes in Glaston Corporation is 84,289,911.
Helsinki, 6 August 2020
GLASTON CORPORATION
Board of Directors
For further information, please contact:
Taina Tirkkonen, Group Counsel and SVP, HR, Tel. +358 10 500 500
GLASTON CORPORATION
Joséphine Mickwitz, VP, IR, Communications and Marketing, tel. +358 10 500 5070
Glaston Corporation
Glaston is the glass processing industry’s innovative technology leader supplying equipment, services and solutions to the architectural, automotive, solar and appliance industries. The company also supports the development of emerging technologies integrating intelligence to glass.
As of April 2019, Bystronic glass is part of Glaston Group. Together we are committed to providing our clients with both the best know-how and the latest technologies in glass processing, with the purpose of building a better tomorrow through safer, smarter, and more energy efficient glass solutions. We operate globally with manufacturing, services and sales offices in 11 countries. Glaston’s shares (GLA1V) are listed on NASDAQ Helsinki Ltd.
Distribution: Nasdaq Helsinki Ltd, key media, www.glaston.net.