RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF GLASTON CORPORATION AND THE DECISIONS OF THE ORGANISATION MEETING OF THE BOARD OF DIRECTORS
Glaston Corporation Stock Exchange Release 4 April 2019 at 17.10
A. Resolutions taken by the Annual General Meeting
The Annual General Meeting of Glaston Corporation was held on 4 April 2019 in Helsinki. The General Meeting adopted the financial statements and consolidated financial statements for the financial period from 1 January to 31 December 2018 and 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 2018.
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 2018, a return of capital of a total of approximately EUR 1,157,067, i.e. EUR 0.03 per share be distributed. 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 maintained by Euroclear Finland Ltd on the record date for the payment, 8 April 2019. The return of capital will be paid on 25 April 2019.
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 six. The General Meeting decided, in accordance with the proposal of the Shareholders’ Nomination Board, to re-elect as members of the Board of Directors the current members of the Board of Directors, Mr. Teuvo Salminen, Mr. Sebastian Bondestam, Mr. Antti Kaunonen, Ms. Sarlotta Narjus, Mr. Kai Mäenpää and Mr. Tero Telaranta. More information on the members of the Board of Directors is available on Glaston Corporation’s website at www.glaston.net.
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 annual fees of the members of the Board of Directors are increased so that the Chairman of the Board of Directors is paid an annual fee of EUR 60,000, the Deputy Chairman an annual fee of EUR 40,000 and the other members of the Board of Directors an annual fee of EUR 30,000.
In addition, the General Meeting resolved that in accordance with the proposal of the Shareholders’ Nomination Board, meeting fees are paid, in accordance with earlier practice, for each meeting of the Board of Directors that a Member of the Board has attended, and that meetings fees are increased so that the Chairman of the Board is paid EUR 800 for meetings in Finland and EUR 1,500 for meetings abroad and the other Members of the Board EUR 500 for meetings in Finland and EUR 1,000 for meetings abroad. For per capsulam Board Meetings, half of the normal meeting fee will be paid. Furthermore, it was resolved that each Member of the Board will be compensated for travel and accommodation costs and direct expenses arising from their work for the Board of Directors. In addition, the General Meeting resolved that the arrangement of voluntary pension insurance based on remuneration will be discontinued.
In addition, the General Meeting resolved in accordance with the proposal of the Shareholders’ Nomination Board that members of the Audit and Remuneration Committees to be established will be paid a meeting fee of EUR 500 for each meeting that the members have attended. In addition to the meeting fee, the Chairman of the Audit Committee will be paid an annual fee of EUR 10,000 and the Chairman of the Remuneration Committee will be paid an annual fee of EUR 7,500.
In accordance with the proposal of the Board of Directors, the General Meeting re-elected the authorised public accounting firm Ernst & Young Oy as the Company’s auditor with Authorised Public Accountant Kristina Sandin as the auditor in charge.
Authorisation to the Board of Directors
In accordance with the proposal of the Board of Directors, the General Meeting authorised the Board of Directors to decide on one or more issuances of shares, 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 consists of up to 4,000,000 shares in the aggregate representing approximately 10 per cent of the current total number of shares in the Company.
The authorisation does not exclude the Board of Directors' right to decide on a directed share issue. The authorisation may 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 was 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 2020, and it revokes earlier corresponding authorisations. In contrast, the authorisation does not revoke the authorisations given by the Extraordinary General Meeting of the Company on 26 February 2019 to the Board of Directors for share issues of 7,600,000 shares and 46,000,000 shares as set out in more detail in the resolution of the aforementioned General Meeting.
Reduction of the share premium account
In accordance with the proposal of the Board of Directors, the General Meeting resolved that the share premium account, as stated on the parent Company’s balance sheet on 31 December 2018, that belongs to restricted equity, will be reduced by transferring all funds in the account EUR 25,269,825, to the Company’s reserve for invested unrestricted equity. A significant amount of funds has accumulated in the Company’s share premium account based on entries made until 2004 in accordance with the so-called old Limited Liability Companies Act (734/1978), and especially due to a share issue related to the listing of the Company in 1997, when the part of the subscription price of the new shares exceeding the nominal value of the share of that time was entered in the Company’s share premium account. The entry into force of the reduction of the share premium account is subject to the completion of the creditor protection procedure set out in Chapter 14 of the Limited Liability Companies Act.
In addition, the General Meeting resolved that all practical measures related to the reduction of the share premium account shall be decided by the Board of Directors
B. Decisions of the organisation meeting of the Board of Directors
In its organisation meeting held after the Annual General Meeting, the Board of Directors re-elected Teuvo Salminen as the Chairman of the Board and Sebastian Bondestam as the Deputy Chairman of the Board.
In addition, in accordance with the proposal of the Shareholders’ Nomination Board, the Board of Directors decided in its organisation meeting to establish new Audit and Remuneration Committees.
The Board of Directors resolved upon the composition of the Board committees as follows:
Teuvo Salminen (Chairman) and Tero Telaranta were elected as members of the Audit Committee of the Board of Directors.
Sebastian Bondestam (Chairman), Sarlotta Narjus, and Antti Kaunonen were elected as members of the Remuneration Committee of the Board of Directors.
The Board of Directors has assessed the independence of its members and determined that all members of the Board of Directors are independent of the Company's major shareholders, except for Tero Telaranta. In addition, the Board of Directors estimates that all Board members are independent of the Company. The competence requirements pertaining to the members of the Board committees have been taken into account in electing the members to the committees.
Helsinki, 4 April 2019
President and CEO
Taina Tirkkonen, General Counsel and SVP, Human Resources, tel. +358 10 500 6934
Joséphine Mickwitz, VP, IR, Communications and Marketing, tel. +358 10 500 5070
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 12 countries. Glaston’s shares (GLA1V) are listed on NASDAQ Helsinki Ltd.
Distribution: NASDAQ Helsinki Ltd, key media, www.glaston.net