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Annual General Meeting 2022

Share and Shareholders

Share Tools
Share Capital
Authorisations
Analysts
Shareholders
Transactions of managers
Glaston share offering

Share Tools

Share Capital

Glaston has one class of shares and each share that is not owned by the company entitles its holder to one vote at the Annual General Meeting and to an equal amount of dividend. The Glaston share does not hold nominal value. The company’s shares are registered in the book-entry system.

The table summarizes Glaston’s share capital and changes that have occurred since 2001.

Registration DateChange in the Number of Shares Change in Share Capital, EURNumber of Shares Share Capital, EUR
27 June 2019+38,313,59584,289,91112,696,000
9 April 2019+7,249,68945,976,31612,696,000
1 March 2019-154,906,508 *38,726,62712,696,000
13 February 2019-1193,633,13512,696,000
27 April 2018- 75,200193,633,13612,696,000
27 March 2013+88,119,700193,708,33612,696,000
6 May 2011+3,092,501105,588,63612,696,000
4 April 2011+4,615,367102,496,13712,696,000
4 March 2011+18,530,76897,880,76812,696,000
31 Dec. 201079,350,00012,696,000
31 Dec. 200979,350,00012,696,000
31 Dec. 200879,350,00012,696,000
31 Dec. 200779,350,00012,696,000
31 Dec. 200679,350,00012,696,000
31 Dec. 200579,350,00012,696,000
31 Dec. 200479,350,00012,696,000
25 Nov. 2004+ 39,675,000+ 6,348,00079,350,00012,696,000
31 Dec. 200339,675,0006,348,000
31 Dec. 200239,675,0006,348,000
31 Dec. 200139,675,0006,348,000
* reverse split

Authorisations

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
The General Meeting on 12 April 2022, 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 2023 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
The General Meeting on 12 April 2022 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 2023 and it revokes corresponding earlier authorisations.

Analysts

According to our information the analysts listed below prepare investment analyses on Glaston. The analysts do so on their own initiative. Glaston takes no responsibility for the opinions expressed by analysts.

Inderes Oy
Erkki Vesola
+358 50 5495512
erkki.vesola[at]inderes.fi

Danske Bank
Panu Laitinmäki
+358 10 236 4867
panu.laitinmaki(at)danskebank.com

Shareholders

Insiders

In addition to the statutory insider regulations, Glaston complies with the insider guidelines of Nasdaq Helsinki Ltd as well as the internal guidelines adopted by Glaston at any given time.

Insider registers
In accordance with the EU’s Market Abuse Regulation, Glaston prepares and maintains a list of persons discharging managerial responsibilities as well as persons and entities closely associated with them. In Glaston Corporation, the persons discharging managerial responsibilities are the Members of the Board of Directors, the President & CEO, the Deputy CEO, and the Chief Financial Officer. The Managers and their closely associated persons are obliged to notify Flaston and the Finnish Financial Supervisory Authority of every transaction conducted on their own account relating to the company’s financial instruments. Glaston will publish each notification as a stock exchange release.

During the preparation of significant projects and events, the Company maintains project- and event-specific lists of insiders. Insiders are given a written statement of their inclusion in an insider register as well as guidelines on insider obligations.

Trading rules
The Company’s persons discharging managerial responsibilities, persons serving in certain key positions and persons participating in the preparation of financial reports must not trade in the Company’s financial instruments during the 30-day period before the publication of interim reports and financial statement releases. With respect to project-specific insiders, trading in the Company’s financial instruments is prohibited until the cancellation or publication of the project.

Insider management
The Company’s insider administration, its implementation and supervision are the responsibility of Group Legal function and the Communications Department. Glaston’s General Counsel is responsible for the Company’s insider issues. The Company’s Communications Department is responsible for maintaining the list of insiders and for overseeing the restriction on trading and duty to declare.

Managers’ Transactions

Own Shares

At the end of December 2021, the company held no own shares (treasury shares).

Acquisition and disposal of treasury shares

201920162015 2014  2013 2012
 Treasury shares 1 January, shares788,582788,582 788,582 788,582 788,582 788,582
Reverse split, 1 March 2019-630,866
Cancellation of treasury shares, 9 April 2019-157,716
 Surrendered during the year, shares
 Treasury shares 31 December, shares–788,582 788,582 788,582 788,582 788,582

Flaggings

Shareholders of listed companies have an obligation to notify both the Financial Supervisory Authority (FSA) and the listed company of changes in their holdings. Listed companies have an obligation to publicly disclose the shareholder’s notification.

Under the provisions of the Securities Markets Act, changes in holdings must be disclosed when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 66.7 (2/3) per cent of the voting rights or the numbers of shares of the company.

Notifications of changes in holdings must be made without undue delay by fax to +358 10 500 6515 or by email to agneta.selroos[at]glaston.net.

Please find more information on the Financial Supervisory Authority’s web page.

Transactions of Managers

Notification of transactions by managers

Glaston Corporation Managers and their closely associated persons referred to in the Market Abuse Regulation ((EU) No 596/2014, ”MAR”) are requested to follow the below instructions for notifying transactions as of 3 July 2016:

Glaston Corporation recommends Managers and their closely associated persons to give their notification promptly to Glaston and the FIN-FSA and at the latest within three (3) business days after the transaction.

INSTRUCTIONS FOR SUBMITTING THE TRANSACTION NOTIFICATION 

The transaction shall be notified electronically to the FIN-FSA at their electronic services https://asiointi.finanssivalvonta.fi/en/login.

Glaston Corporation LEI code743700V3I7CLI3DJ8L62
Trading symbol of Glaston shareGLA1V
ISIN code of Glaston shareFI4000369657
Notification referenceWill generate automatically on the form

The completed notification can be downloaded as a pdf before submitting to the FIN-FSA. The pdf copy of the completed notification shall be sent as an attachment to an e-mail to Glaston promptly after the date of the transaction.

Sending to Glaston Corporation:

    • Send the form as an email attachment to trading(at)glaston.net
    • Please also add your phone number to the email message so that we can contact you if Glaston has questions about the notification.
    • In case of any problems, please contact agneta.selroos(at)glaston.net or taina.tirkkonen(at)glaston.net.

Glaston will publish the notification as a stock exchange release without delay after the notification has been received.

More information on the regulation of transactions made by the Managers and their closely associated persons is available on FSA web pages.

Latest Managers’ transactions releases