GLASTON CORPORATION Stock Exchange Release 16.2. 2009 at 15.00
NOTICE TO THE GENERAL MEETING
Notice is given to the shareholders of Glaston Corporation to the Annual General
Meeting to be held on Tuesday 17 March 2009 at 4 PM at Hotel Hilton Helsinki
Kalastajatorppa, Kalastajatorpantie 1, Helsinki. The reception of persons who
have registered for the meeting will commence at 3 PM.
A.Matters on the agenda of the General Meeting and their course of procedure
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and the list of votes
6. Presentation of the annual accounts, the report of the Board of
Directors and the auditor's report for the year 2008
Review by the CEO
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes that a dividend of EUR 0.05 per share be
share be paid based on the adopted balance sheet for the financial year
ended on 31 December 2008. The dividend will be paid to shareholders
registered in the shareholder's register maintained by the Finnish Central
Securities Depository Euroclear Finland Ltd) on the record date for dividend
20 March 2009. The Board of Directors proposes that a dividend be paid on 27
March 2009.
9. Resolution to discharge of the members of the Board of Directors and 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
40,000, the Vice-Chairman an annual fee of EUR 30,000 and the members of the
Board of Directors an annual fee of EUR 20,000. In addition, the Company has
paid a voluntary pension insurance related to the fees. Additional
remuneration has been paid to the members of the Board of Directors for each
meeting of the Board of Directors attended. The Chairman of the meeting has
been paid a fee of EUR 800 and the members a fee of EUR 500.
The shareholders representing more than 40 % of the shares and the voting
rights carried by the shares have notified the Company that they will
propose to the General Meeting that the remuneration of the members of the
Board of Directors be unchanged.
11. Resolution on the number of members of the Board of Directors
The shareholders representing more than 40 % of the shares and the voting
rights carried by the shares have notified the Company that they will
propose to he General Meeting that the number of member of the Board of
Directors be resolved six (6).
12.Election of members of the Board of Directors
The shareholders representing more than 40 % of the shares and the voting
rights carried by the shares have notified the Company that they will
propose to the General Meeting that the current members of the Board of
Directors Claus von Bonsdorff, Klaus Cawén, Jan Lång, Carl-Johan
Rosenbröijer, Christer Sumelius and Andreas Tallberg be re-elected.
13.Resolution on the remuneration of the auditor
14.Election of auditor
The Board of Directors proposes that the Authorized Public Accountants KPMG
Oy Ab be elected as the auditor of the Company.
15. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Articles of Association be amended
as follows:
-Section 2 of the Articles of Association be amended by removing energy
production from the field of operation;
-Section 11 of the Articles of Association be amended by notice to the
General Meeting to be delivered no later than 21 days before the General
Meeting;
-Section 12 of the Articles of Association be amended by an advance notice of
participation to the Company to be given no later than a given date, not to
be earlier than 10 days before the General Meeting; and
-Section 14 of the Articles of Association on redemption obligation is
removed.
16. Authorizing the Board of Directors to decide on the repurchase of Company's
own shares
The Board of Directors proposes that the Board of Directors be authorized to
decide on repurchase of a maximum of 7,000,000 Company's own shares.
Own shares shall be acquired in a proportion other than that of the shares
hold by the shareholders by using unrestricted equity through public trading
onthe NASDAQ OMX Finland Ltd at the market price prevailing at the time of
the acquisition. The shares shall be acquired and paid for in accordance with
the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.
The shares shall be acquired to improve the capital structure of the Company
and/or to be used as consideration in future acquisitions or other
arrangements that are part of Company's business or as part of Company's
incentive program, or to finance investments. The shares may be held,
cancelled or conveyed by the Company.
The share repurchase authorization is valid for 18 months from the decision
of the Annual General Meeting.
17. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Board of Directors be authorized to
decide on the issue of new shares and/or conveyance of Company's own shares
held by the Company. By virtue of the authorization, the Board of Directors
is entitled to decide on the issuance of a maximum of 7,800,000 new shares
and on the conveyance of a maximum of 7,800,000 own shares held by the
Company. However the total number of shares to be issued and/or conveyed
may not exceed 7,800,000 shares.
The new shares may be issued and own shares held by the Company conveyed
either against payment or without payment.
The new shares may be issued and/or own shares held by the Company conveyed
to the Company's shareholders in a proportion to their existing shareholdings
in the Company,or by means of a directed share issue, waiving the pre-emptive
subscription right of the shareholders, if there is a weighty reason for the
Company to do so, such as the shares to be used to improve the capital
structure the Company or as consideration in future acquisitions or other
arrangements that are part of Company's business or as part of Company's
incentive program.
The directed share issue can be without payment only, if there is an
especially weighty reason for the Company to do so, taking the interest of
all shareholders into account.
The Board of Directors may decide on the share issue without payment also to
the Company itself.
The number of shares to be issued to the Company combined with the number of
shares acquired to the Company under the share repurchase authorization may
not exceed 1/10 of the total number of shares of the Company.
The subscription price of new shares issued and the consideration paid for
the conveyance of the Company's own shares shall be credited to the reserve
for invested unrestricted equity.
The Board of Directors shall decide on other matters related to the share
issue.
The share issue authorization is valid until the end of the Annual General
Meeting to be held in 2011.
B. Documents of the General meeting
The proposals 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 report of Glaston Corporation, including the
Company's annual accounts, the report of the Board of Directors and the
auditor's report, is available on the above-mentioned website no later than on
week 10. The proposals 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.
C. Intructions for the participants in the General Meeting
1.Right to participate and registration
Each shareholder, who is registered on 6 March 2009 in the shareholders'
register of the Company held by the Finnish Central Securities Depository
(Euroclear Finland Ltd), has the right to participate in the General Meeting. A
shareholder, whose shares are registered on his/her personal 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 12 March 2009. Such notice can be given:
by email satu.kujala@glaston.net;
by telephone +358 10 500 6625;
by telefax +358 10 500 6515, or
by regular mail to the address Glaston Corporation, Mikonkatu 9, 00100 Helsinki,
Finland.
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. The personal data given
to Glaston Corporation is used only in connection with the General Meeting and
with the processing the related registrations.
Pursuant to Chapter 5, Section 25 of the 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.Proxy representative and powers of attorney
As shareholder may participate in the General Meeting and exercise his/her
rights at the 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 at the
General Meeting.
Possibly proxy documents should be delivered in originals to Glaston
Corporation, Mikonkatu 9, 00100 Helsinki, Finland before the last date for
registration.
3.Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the General
Meeting, must be entered into the shareholders' register of the Company on the
record date 6 March 2009.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register of the
Company, the issuing of proxy documents and registration for the General Meeting
from his/her custodian bank.
4.Other information
On this date of notice to the General Meeting 10 February 2009, the total number
of shares and votes on Glaston Corporation is 79,350,000.
Helsinki, 10 February 2009
GLASTON CORPORATION
BOARD OF DIRECTORS
Sender:
Glaston Corporation
Agneta Selroos
IR and Communications Manager
Tel. +358 10 500 6105
Glaston Corporation
Glaston Corporation is a growing, international glass technology company.
Glaston is the global market leader in glass processing machines, and a
comprehensive One-Stop-Partner supplier to its customers. Its product range and
service network are the widest in the industry. Glaston's well-known brands are
Bavelloni in pre-processing machines and tools, Tamglass and Uniglass in safety
glass machines, and Albat+Wirsam in glass industry software.
Glaston's own glass processing unit, Tamglass Glass Processing, is a local
Finnish manufacturer of high quality safety glass products.
Glaston's share (GLA1V) is listed on the NASDAQ OMX Helsinki Mid Cap List.
www.glaston.net
