Notice 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 4 April 2019 at 3.00 p.m. in meeting room Sonck, Clarion Hotel Helsinki, Tyynenmerenkatu 2, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.00 p.m.
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
3. Election of persons to scrutinise the minutes and to 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
6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2018
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of profits shown on the balance sheet and the return of capital
The distributable funds of Glaston Corporation are EUR 14,294,804, of which EUR 24,344 represents the loss for the financial year. The Company has no funds available for dividend distribution. The Board of Directors proposes to the Annual General Meeting to be held on 4 April 2019 that the loss for the financial year be placed in retained earnings and that no dividend be paid.
The Board of Directors proposes to the Annual General Meeting that, on the basis of the balance sheet to be adopted for financial period 2018, a return of capital of a total of EUR 1,157,067 be distributed, which is approximately EUR 0.03 per share based on the total number of shares in Glaston Corporation on the date of this notice to the General Meeting.
The return of capital will be paid from the reserve for invested unrestricted equity to shareholders who are registered in the Company’s register of shareholders, maintained by Euroclear Finland Ltd, on the record date for payment, 8 April 2019. The Board of Directors proposes to the Annual General Meeting that the return of capital be paid on 25 April 2019.
9. Resolution on the discharge of the members of the Board of Directors as well as 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 46,000, the Deputy Chairman an annual fee of EUR 34,500 and the members of the Board of Directors an annual fee of EUR 23,000. Additionally, the Company has paid a voluntary pension insurance based on the remuneration. In addition to the annual remuneration, an attendance fee has been 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 has been paid an attendance fee of EUR 800 and the members an attendance fee of EUR 500.
The Nomination Board of the Company proposes to the General Meeting that the annual fees of the members of the Board of Directors would be increased and that the Chairman of the Board of Directors is paid an annual fee of EUR 60,000 and Deputy Chairman an annual fee of EUR 40,000 and other members of the Board of Directors an annual fee of EUR 30,000.
In addition, the Nomination Board proposes that meeting fees be 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 be increased so that the Chairman of the Board be 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, the meeting fee is proposed to be half of the normal fee. Furthermore, it is proposed that each Member of the Board be compensated for travel and accommodation costs and direct expenses arising from their work for the Board of Directors.
In addition, the Nomination Board proposes that the Board of Directors decide on the establishment of Audit and Remuneration Committees. It is proposed that Members of the Committees be paid a meeting fee of EUR 500 for each meeting that the members attend. In addition to the meeting fee, it is proposed that the Chairman of the Audit Committee be paid annual remuneration of EUR 10,000 and the Chairman of the Remuneration Committee be paid annual remuneration of EUR 7,500.
In addition, the Nomination Board proposes that the arrangement of voluntary pension insurance based on remuneration be discontinued.
11. Resolution on the number of members of the Board of Directors
The Nomination Board of the Company proposes to the General Meeting that the General Meeting resolved the number of the members of the Board of Directors to be six (6).
12. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that Teuvo Salminen, Sebastian Bondestam, Antti Kaunonen, Sarlotta Narjus, Kai Mäenpää and Tero Telaranta be re-elected as members of the Board of Directors. Anu Hämäläinen, currently member of the Board of Directors, has informed Glaston’s Nomination Board that she will not be available in the election of the Board of Directors at the next Annual General Meeting.
All aforementioned persons have given their consent for the election. More information on the nominees is available on Glaston Corporation’s website www.glaston.net.
According to the Company’s Articles of Association, the Board of Directors elects the Chairman and the Deputy Chairman of the Board of Directors amongst themselves. Therefore, the Shareholders’ Nomination Board proposes that the Board of Directors would re-elect amongst themselves Teuvo Salminen as the Chairman and Sebastian Bondestam as the Deputy Chairman.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the remuneration of the auditor be paid based on the reasonable invoice approved by the Company.
14. Election of auditor
The Board of Directors proposes that authorised public accounting firm Ernst & Young Oy would be re-elected as the Company’s auditor. The auditing firm has announced that the auditor in charge of the audit is Authorised Public Accountant Mrs. Kristina Sandin.
15. Authorising 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 Board of Directors proposes that the General Meeting would authorise 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 options or other rights entitling to shares pursuant to Chapter 10 of the Finnish Companies Act. The authorisation would consist of up to 4,000,000 shares in the aggregate representing
approximately 10 per cent of the current number of shares in the Company.
The authorisation would not exclude the Board of Directors’ right to decide on a directed issue of shares. The authorisation is 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 would be authorised to resolve on all 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 would be effective until 30 June 2020. The Board of Directors proposes that the authorisation would revoke corresponding earlier authorisations. For the avoidance of doubt, the authorisation would 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.
16. Reduction of the share premium account
The Board of Directors proposes that the share premium account, as stated on the parent Company’s balance sheet on 31 December 2018, that belongs to restricted equity, 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.
Under the current Limited Liability Companies Act, the share subscription price is entered either in the share capital or in the reserve for invested unrestricted equity, and the current law does not recognise the concept of share premium account. The share premium account is included in restricted capital, whose use is restricted. After the proposed reduction, the funds would belong to unrestricted equity, which would lead to a more flexible capital structure and thus enable more efficient use of the Company’s funds. The reduction of the share premium account will take place for no consideration and will not affect the number of shares in the Company, the rights conferred by the shares or the proportional holdings of the shareholders. 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, it is proposed that all practical measures related to the reduction of the share
premium account shall be decided by the Board of Directors.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals of the Board of Directors and the Shareholders’ Nomination Board 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 accounts, the report of the Board of Directors, the auditor’s report and the annual review of Glaston Corporation will be available on the above-mentioned website no later than 14 March 2019. The proposals of the Board of Directors and the Shareholders’ Nomination Board 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. The minutes of the Annual General Meeting is available on the aforementioned website at the latest as of 18 April 2019.
C. Instructions for the participants in the General Meeting
1. Right to participate and registration
Each shareholder, who is on the record date of the General Meeting, 25 March 2019, registered in the shareholders’ register of the Company held by 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 1 April 2019 at 10:00 a.m. Such notice can be given:
- on Glaston Corporation’s internet website www.glaston.net
- by email to email@example.com
- by telephone +358 10 500 6105 from Monday to Friday between 9:00 a.m. and 3:00 p.m.;
- by regular mail to the address Glaston Corporation, Lönnrotinkatu 11, 00120 Helsinki,
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, proxy representative or statutory representative and the personal identification number of a proxy representative or statutory representative. 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.
Pursuant to Chapter 5, Section 25 of the Finnish 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. 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 March 2019, would be entitled to be registered in the shareholders’ register of the Company.
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 by 1 April 2019 at 10:00 a.m., at the latest. As regards nominee registered shares this constitutes due registration for the General Meeting.
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 organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.
3. 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. 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.
Possible proxy documents should be delivered in originals to Glaston Corporation, Lönnrotinkatu 11, 00120 Helsinki, Finland before the last date for registration.
4. Other information
On this date of notice to the General Meeting, the total number of shares and votes in Glaston Corporation is 38,726,627.
Helsinki, 6 March 2019
Board of Directors
For further information, please contact:
Päivi Lindqvist, CFO, Glaston Corporation, Tel. +358 10 500 500
Joséphine Mickwitz, VP, IR, Communications and Marketing, tel. +358 10 500 5070
Glaston is a frontrunner in glass processing technologies and services. We respond globally to the most demanding glass processing needs of the architectural, solar, equipment engineering and automotive industries. Additionally, we utilise emerging technologies that integrate intelligent and sustainable solutions to glass. We are committed to providing our clients with both the best know-how and the latest technologies in glass processing industry. Glaston Corporation’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