Helsinki, Finland, 2012-02-09 16:40 CET (GLOBE NEWSWIRE) -- GLASTON CORPORATION Stock Exchange Release 9.2.2012 at 17.40
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 Tuesday 27 March 2012 at 4:00 p.m. in Finlandia Hall, Terassi hall, at Mannerheimintie 13 e, 00100 Helsinki, Finland. Entrance:Mannerheimintie door M4 and Karamzininkatu door K4The reception of persons who have registered for the meeting will commence at 3:00 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 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 2011
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 no dividend shall be paid based on the adopted balance sheet for the financial year ended on 31 December 2011.
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 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 based on 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 30% 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 fees as well as the meeting fees of the members of the Board of Directors would remain unchanged.
11. Resolution on the number of members of the Board of Directors
The shareholders representing more than 30% 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 would remain unchanged at six (6) members.
12. Election of members of the Board of Directors
The shareholders representing more than 30 % 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 Andreas Tallberg, Christer Sumelius, Claus von Bonsdorff, Pekka Vauramo and Teuvo Salminen would be re-elected and as a new member would be elected M.Sc. (Econ.) Anu Hämäläinen, Vice President, Group Control, Wärtsilä Corporation. All persons mentioned above have given their consent for the election. More information on the nominees is available on Glaston’swebsite www.glaston.net.
13. Resolution on the remuneration of the auditor
14. Election of auditor
The Board of Directors proposes that authorised public accounting firm Ernst & Young Oy would be elected as the Company’s auditor. The auditing firm has announced that the auditor in charge of the audit is Authorised Public Accountant Mr Harri Pärssinen.
15. Amendment of the Articles of Association
The Board of Directors proposes that the General Meeting should decide to amend Articles 10 and 11 of the Articles of Association.
Article 10 would be amended so that the General Meetings would be held in the place where the company is domiciled or in Espoo. Additionally, a mention would be added to the Article whereby the chairman of the General Meeting has the right to resolve the method of voting, in case a matter is to be resolved by vote at the General Meeting.
Article 11 would be amended so that the notice to the General Meeting would be published on the Company’s website. In addition, the Board of Directors could decide to publish the information regarding the meeting in a newspaper.
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 6 March 2012. 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. 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, 15 March 2012, 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 22 March 2012 at 10:00 a.m. Such notice can be given:
on Glaston Corporation’s internet website www.glaston.net;
by email tania.spare@glaston.net;
by telephone +358 10 500 6438; or
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, 15 March 2012, 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 22 March 2012 at 10:00 a.m. 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 105,588,636.
Helsinki, 9 February 2012
GLASTON CORPORATION
Board of Directors
For further information, please contact:
Chief Financial Officer Tapio Engström, tel. +358 10 500 6419
GLASTON CORPORATION
Agneta Selroos
Director, Communications and Marketing
Glaston Corporation
Glaston Corporation is an international glass technology company and a pioneer in glass processing technology. Its product range and service network are the widest in the industry. Glaston's notable 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.
Distribution: NASDAQ OMX, key media, www.glaston.net
