Annual General Meeting 2020

RESOLUTIONS OF THE ANNUAL GENERAL MEETING 

The Annual General Meeting of Glaston Corporation was held on 28 May 2020 in Helsinki. The General Meeting adopted the financial statements and consolidated financial statements for the financial period from 1 January to 31 December 2019 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year from 1 January to 31 December 2019.

In accordance with the proposal of the Board of Directors, the General Meeting resolved that no dividend or return of capital will be distributed based on the balance sheet adopted for the financial year ended on 31 December 2019.

Adoption of the Remuneration Policy for governing bodies
In accordance with the proposal of the Board of Directors, the General Meeting decided to adopt the Remuneration Policy for the governing bodies.

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 seven. 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, and to elect Mr. Michael Willome as a new member of the Board of Directors. 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 this web site.

Remuneration of the members of the Board of Directors
In accordance with the proposal of the Shareholders’ Nomination Board, the General Meeting resolved that that the annual and meeting fees of the members of the Board of Directors as well as fees paid for Committee work remain unchanged. 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 for each meeting of the Board of Directors that a Member of the Board has attended, so that the Chairman of the Board is paid EUR 800 for meetings held in the Chairman’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 capsulum 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 Compensation and Audit Committees remain unchanged and that all members of the Audit and Compensation Committees will be paid a meeting fee of EUR 500 for each meeting 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 Compensation 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.

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 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 2021 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 options and other 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 options or other 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, options or other 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, 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 2021 and it revokes corresponding earlier authorisations.

Amendments of the Articles of Association
In accordance with the proposal of the Board of Directors, the General Meeting decided to amend the Articles 4, 9 and 13 of the Articles of Association of the Company as follows:

Article 4 Board of Directors

“The company’s administration and the due organization of its operations shall be entrusted to a Board of Directors, which shall consist of at least five (5) and at most nine (9) ordinary members elected by a meeting of shareholders.

The term of office of Members of the Board of Directors expires at the end of the next Annual General Meeting that follows their election.

The Board of Directors shall elect from among its members a Chairman and a Deputy Chairman to serve for one year at a time. The Board of Directors shall have a quorum if more than half of its members are present at the meeting. Matters shall be resolved by a simple majority of the votes cast. In the event of a tie, the Chairman shall have the casting vote.”

Article 9 Auditor

“The company shall have one auditor, namely an auditing firm approved by the Finnish Patent and Registration Office.

The auditor’s term of office shall end at the close of the next Annual General Meeting following its election.”

Article 13 The business of the Annual General Meeting

“The business of the Annual General Meeting shall comprise:

the presentation of:

1) the annual accounts, including the consolidated annual accounts, and the report by the Board of Directors;
2) the auditor’s report;

the passing of resolutions on:

3) the adoption of the annual accounts and the consolidated annual accounts;
4) measures that may be called for by the profit or loss shown in the adopted balance sheet;
5) the granting of discharge from liability to the Members of the Board of Directors and the Chief Executive Officer;
6) the adoption of the remuneration policy, when necessary;
7) the adoption of the remuneration report;
8) the remuneration of the Members of the Board of Directors and the auditor;
9) the number of Members of the Board of Directors;

the election of:

10) the Members of the Board of Directors;
11) the auditor

and dealing with:

12) the other matters mentioned in the invitation to attend the meeting.”

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-2020/ at the latest on 11 June 2020.