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 2023 at 17.15
A. Resolutions taken by the Annual General Meeting
The Annual General Meeting of Glaston Corporation was held on 4 April 2023 in Helsinki. The General Meeting adopted the financial statements and consolidated financial statements for the financial period from 1 January to 31 December 2022 and discharged the members of the Board of Directors and the CEO from liability for the financial year from 1 January to 31 December 2022: Veli Matti Reinikkala, Sebastian Bondestam, Antti Kaunonen, Sarlotta Narjus, Arja Talma, Tero Telaranta, Michael Willome, Anders Dahlblom (CEO) and Sasu Koivumäki (Deputy CEO).
In accordance with the proposal of the Board of Directors, the General Meeting resolved that a return of capital of EUR 0.04 per share be distributed for the financial year ended on 31 December 2022.
The return of capital will be paid to shareholders who are registered in the Company’s register of shareholders, maintained by Euroclear Finland Ltd, on the record date for payment, 6 April 2023. The return of capital will be paid on 20 April 2023.
Adoption of the Remuneration Report for governing bodies
In accordance with the proposal of the Board of Directors, the General Meeting decided to adopt the Remuneration Report for the governing bodies. The resolution on the adoption of the Remuneration Report is advisory.
Composition of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the number of members of the Board of Directors was resolved to be seven (7). 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. Veli-Matti Reinikkala, Mr. Sebastian Bondestam, Mr. Antti Kaunonen, Ms. Sarlotta Narjus, Ms. Arja Talma, Mr. Tero Telaranta and Mr. Michael Willome. The Board of Directors was elected for a term continuing until the close of the next Annual General Meeting. 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 remuneration of the Members of the Board of Directors remain unchanged and that accordingly, the annual remuneration is as follows: the Chair of the Board of Directors EUR 70,000, the Deputy Chair EUR 43,000 and the other members of the Board of Directors EUR 33,000.
In accordance with the proposal by the Shareholders’ Nomination Board, the General Meeting resolved that a member of the Board of Directors may, at his/her discretion, choose to receive the annual fixed remuneration partly in company shares and partly in cash so that approximately 40% of the annual fixed remuneration is paid in Glaston Corporation’s shares. The number of shares forming the above remuneration portion, which would be payable in shares, will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2023 of the company is published.
In addition, the General Meeting resolved that in accordance with the proposal of the Shareholders’ Nomination Board, meeting fees are paid for each meeting of the Board of Directors that a Member of the Board has attended, so that the Chair of the Board is paid EUR 800 for meetings held in the Chair’s home country and EUR 1,500 for meetings held elsewhere and the other members of the Board are paid EUR 500 for meetings held in the home country of the respective member and EUR 1,000 for meetings held elsewhere. 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 line with the Company’s normal practice.
In addition, the General Meeting resolved in accordance with the proposal of the Shareholders’ Nomination Board that the meeting fee for the People and Remuneration and Audit Committees remain unchanged and that all members of the Audit and People and Remuneration Committees will be paid a meeting fee of EUR 500 for each meeting attended in the home country of the respective member and EUR 1,000 for each meeting attended elsewhere. In addition to the meeting fee, the Chair of the Audit Committee will be paid an annual fee of EUR 10,000 and the Chair of the People and Remuneration Committee will be paid an annual fee of EUR 7,500.
Auditor
In accordance with the proposal of the Board of Directors, the General Meeting elected the authorised public accounting firm KPMG Oy Ab as the Company’s auditor. The auditing firm has announced that the auditor in charge of the audit is Authorised Public Accountant Lotta Nurminen. In accordance with the proposal of the Board of Directors, the General Meeting decided that the remuneration of the auditor is paid based on the reasonable invoice approved by the Company.
Amendment of the Company’s articles of association
In accordance with the proposal of the Board of Directors, the General Meeting decided to amend article 10 “General Meetings” of the Articles of Association to allow the General Meeting to also be held remotely without a meeting venue if the Board of Directors so decides. The amended article 10 of the Articles of Association reads in its entirety as follows:
Article 10 General Meetings
The Annual General Meeting shall be held each year by the end of May on a day specified by the Board of Directors.
The General Meeting shall be held in the place where the Company is domiciled or in Espoo. However, the Board of Directors may decide that the General Meeting of Shareholders will be held without a meeting venue so that shareholders exercise their decision-making power during the meeting in full and in real time using telecommunications connections and technological means (virtual meeting).
In case a matter is to be resolved by vote at the General Meeting, the chair of the meeting shall determine the voting method.”
Authorisation to the Board of Directors to decide on the repurchase as well as on the acceptance as pledge of the company’s own shares
In accordance with the proposal of the Board of Directors, the General Meeting authorised the Board of Directors to decide on the repurchase as well as on the acceptance as pledge of the Company's own shares in one or several tranches as follows.
The number of own shares to be repurchased or accepted as pledge shall not exceed 8,000,000 shares, which corresponds to approximately 10 per cent of all registered shares in the Company, subject to the provisions of the Finnish Companies’ Act on the maximum amount of shares owned by or pledged to the company or its subsidiaries. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise formed on the market.
The Board of Directors decides how own shares will be repurchased or accepted as a pledge. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorisation is effective until 30 June 2024 and it revokes corresponding earlier authorisations.
Authorisation to the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares
In accordance with the proposal of the Board of Directors, the General Meeting authorised the Board of Directors to resolve 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 option rights or other special rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act. The authorisation consists of up to 8,000,000 shares in the aggregate representing approximately 10 per cent of the current number of shares in the Company.
The authorisation does not exclude the Board of Directors' right to decide on a directed issue of shares. The authorisation can 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, option rights or other special rights and possibly directing a share issue would exist.
The Board of Directors was authorised to resolve on all terms and conditions of the issuance of shares, option rights and other special 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 rights or other special 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 2024 and it revokes corresponding earlier authorisations.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the Company’s website at www.glaston.net/annual-general-meeting-2023/ at the latest on 18 April 2023.
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 Veli-Matti Reinikkala as the Chair of the Board and Sebastian Bondestam as the Deputy Chair of the Board.
The Board of Directors resolved upon the composition of the Board committees as follows:
Audit Committee
Arja Talma (Chair), Sarlotta Narjus and Tero Telaranta were elected as members of the Audit Committee of the Board of Directors.
People and Remuneration Committee
Veli-Matti Reinikkala (Chair), Sebastian Bondestam, Antti Kaunonen and Michael Willome were elected as members of the People and 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 Sebastian Bondestam and 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 2023
GLASTON CORPORATION
Anders Dahlblom
President and CEO
Further information:
Kaisa Latva, General Counsel, tel. +358 10 500 500
Glaston Corporation
Glaston is the glass processing industry’s innovative technology leader supplying equipment, services and solutions to the architectural, automotive, solar and display industries. The company also supports the development of new technologies integrating intelligence to glass.
Glaston is committed to providing its 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. Glaston operates globally with manufacturing, services and sales offices in nine countries and its shares (GLA1V) are listed on NASDAQ Helsinki Ltd.
Distribution: NASDAQ Helsinki Ltd, key media, www.glaston.net