Helsinki, Finland, 2011-03-09 10:15 CET (GLOBE NEWSWIRE) -- GLASTON CORPORATION Stock Exchange Release 9.3.2011 at 11.15
Notice of Glaston Corporation's Annual General Meeting
Notice is given to the shareholders of Glaston Corporation to the Annual General Meeting to be held on Tuesday 5 April 2011 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.
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, consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2010
- 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 no dividend will be paid based on the adopted balance sheet for the financial year ended on 31 December 2010.
9. Resolution to discharge 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 50% 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 annual fee of the members of the Board of Directors be unchanged, and for each meeting the Chairman of the Board of Directors shall be paid a fee of EUR 800 and the other members of the Board of Directors be paid EUR 500.
11.Resolution on the number of members of the Board of Directors
The shareholders representing more than 50% 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 number of members of the Board of Directors be resolved six (6).
12.Election of members of the Board of Directors
The shareholders representing more than 50% of the shares and the voting rights carried by the shares have notified the Company that they will propose to the General Meeting that of current members of the Board of Directors Claus von Bonsdorff, Carl-Johan Rosenbröijer, Teuvo Salminen, Christer Sumelius and Andreas Tallberg be re-elected and as new member be elected MSc. (Mining) Pekka Vauramo, Chief Operating Officer and Deputy to CEO, Cargotec Corporation. All persons mentioned above have given their consent for the election.
More information on the nominees is available on Glaston’s internet site www.glaston.net.
13. Resolution on the remuneration of the auditor
14. Election of auditor
The Board of Directors proposes that the Authorized Public Accountants Ernst & Young Oy be elected as the auditor of the Company. Ernst & Young Oy has stated Authorized Public Accountant Harri Pärssinen as the responsible auditor.
15. Proposal regarding the amendment of section 1 in the Articles of Association of the company
The Board of Directors proposes that the section 1 of the Articles of Association of the company shall be amended so that the domicile of the company shall be Helsinki.
16. 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 20,000,000 new shares and on the conveyance of a maximum of 20,000,000 own shares held by the Company. However, the total number of shares to be issued and/or conveyed may not exceed 20,000,000 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 of the Company or as consideration in future acquisitions or other arrangements that are part of Company’s business or as part of Company’s or its subsidiaries’ incentive programs.
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. Decision regarding share issue to the Company itself cannot be made in such manner that the quantity of shares held jointly by the Company or its subsidiaries would exceed one tenth of all 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 2013.
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 15 March 2011. 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.
Instructions for the participants in the General Meeting
1. Right to participate and registration
Each shareholder, who is registered on 24 March 2011 in the shareholders’ register of the Company held by the 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 31 March 2011 at 4 PM. Such notice can be given:
a) on Glaston Corporation’s website www.glaston.net
b) by email tania.spare@glaston.net;
c) by telephone +358 10 500 6438;
d) by telefax +358 10 500 6515, or
e) by regular mail to the address Glaston Corporation,Yliopistonkatu 7, 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 or proxy representative and the personal identification number of a proxy representative.
The personal data given to Glaston Corporation is used only in connection with the General Meeting and with the processing to 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. 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, 24.3.2011, 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 at the latest by 31.3.2011 at 10.00 am. 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. 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 at the General Meeting. 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, Yliopistonkatu 7, 00100 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 97,880,768.
Helsinki, 7 March 2011
GLASTON CORPORATION
Board of Directors
Further information: CEO and President Arto Metsänen, phone. +358 10 500 6100
Distribution: NASDAQ OMX, media, www.glaston.net
Glaston Corporation
Glaston Corporation is an international glass technology company and a pioneer of glass processing technology. 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 share (GLA1V) is listed on the NASDAQ OMX Helsinki Small Cap List.
