Glaston issues notice for annual general meeting

Glaston Corporation has given notice to the shareholders to the Annual General Meeting to be held on 4 April 2019 at 3.00 p.m. in meeting room Sonck, Clarion Hotel Helsinki, Tyynenmerenkatu 2, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.00 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 adoption of the list of votes

6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2018

CEO’s review

7. Adoption of the annual accounts and consolidated annual accounts

8. Resolution on the use of profits shown on the balance sheet and the return of capital
The distributable funds of Glaston Corporation are 14,294,804 EUR, of which 24,344 EUR represents the loss for the financial year. The Company has no funds available for dividend distribution. The Board of Directors proposes to the Annual General Meeting to be held on 4 April 2019 that the loss for the financial year be placed in retained earnings and that no dividend be paid.

The Board of Directors proposes to the Annual General Meeting that, on the basis of the balance sheet to be adopted for financial period 2018, a return of capital of a total of 1,157,067 EUR be distributed, which is approximately 0.03 EUR per share based on the total number of shares in Glaston Corporation on the date of this notice to the General Meeting.

The return of capital will be paid from the reserve for invested unrestricted equity to shareholders who are registered in the Company’s register of shareholders, maintained by Euroclear Finland Ltd, on the record date for payment, 8 April 2019. The Board of Directors proposes to the Annual General Meeting that the return of capital be paid on 25 April 2019.

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 46,000 EUR, the Deputy Chairman an annual fee of 34,500 EUR and the members of the Board of Directors an annual fee of 23,000 EUR. Additionally, the Company has paid a voluntary pension insurance based on the remuneration. In addition to the annual remuneration, an attendance fee has been paid to the members of the Board of Directors for each meeting of the Board of Directors that a member has attended. The Chairman of the meeting has been paid an attendance fee of 800 EUR and the members an attendance fee of 500 EUR.

The Nomination Board of the Company proposes to the General Meeting that the annual fees of the members of the Board of Directors would be increased and that the Chairman of the Board of Directors is paid an annual fee of 60,000 EUR and Deputy Chairman an annual fee of 40,000 EUR and other members of the Board of Directors an annual fee of 30,000 EUR.

In addition, the Nomination Board proposes that meeting fees be paid, in accordance with earlier practice, for each meeting of the Board of Directors that a Member of the Board has attended, and that meetings fees be increased so that the Chairman of the Board be paid 800 EUR for meetings in Finland and 1,500 EUR for meetings abroad and the other Members of the Board 500 EUR for meetings in Finland and 1,000 EUR for meetings abroad. For per capsulam Board Meetings, the meeting fee is proposed to be half of the normal fee. Furthermore, it is proposed that each Member of the Board be compensated for travel and accommodation costs and direct expenses arising from their work for the Board of Directors.

In addition, the Nomination Board proposes that the Board of Directors decide on the establishment of Audit and Remuneration Committees. It is proposed that Members of the Committees be paid a meeting fee of 500 EUR for each meeting that the members attend. In addition to the meeting fee, it is proposed that the Chairman of the Audit Committee be paid annual remuneration of 10,000 EUR and the Chairman of the Remuneration Committee be paid annual remuneration of 7,500 EUR.

In addition, the Nomination Board proposes that the arrangement of voluntary pension insurance based on remuneration be discontinued.

11. Resolution on the number of members of the Board of Directors
The Nomination Board of the Company proposes to the General Meeting that the General Meeting resolved the number of the members of the Board of Directors to be six (6).

12. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that Teuvo Salminen, Sebastian Bondestam, Antti Kaunonen, Sarlotta Narjus, Kai Mäenpää and Tero Telaranta be re-elected as members of the Board of Directors. Anu Hämäläinen, currently member of the Board of Directors, has informed Glaston’s Nomination Board that she will not be available in the election of the Board of Directors at the next Annual General Meeting.

All aforementioned persons have given their consent for the election. More information on the nominees is available on Glaston Corporation’s website Directors elects the Chairman and the Deputy Chairman of the Board of Directors amongst themselves. Therefore, the Shareholders’ Nomination Board proposes that the Board of Directors would re-elect amongst themselves Teuvo Salminen as the Chairman and Sebastian Bondestam as the Deputy Chairman.

13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the remuneration of the auditor be paid based on the reasonable invoice approved by the Company.

14. Election of auditor
The Board of Directors proposes that authorised public accounting firm Ernst & Young Oy would be re-elected as the Company’s auditor. The auditing firm has announced that the auditor in charge of the audit is Authorised Public Accountant Mrs. Kristina Sandin.

15. Authorising 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 Board of Directors proposes that the General Meeting would authorise 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 would consist of up to 4,000,000 shares in the aggregate representing approximately 10 percent of the current number of shares in the Company.

The authorisation would not exclude the Board of Directors’ right to decide on a directed issue of shares. The authorisation is proposed to 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 would be 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 would be effective until 30 June 2020. The Board of Directors proposes that the authorisation would revoke corresponding earlier authorisations. For the avoidance of doubt, the authorisation would not revoke the authorisations given by the Extraordinary General Meeting of the Company on 26 February 2019 to the Board of Directors for share issues of 7,600,000 shares and 46,000,000 shares as set out in more detail in the resolution of the aforementioned General Meeting.