Notice of Glaston Corporation's Annual General Meeting

Shareholders of the Company may participate in the meeting and exercise their shareholders’ rights only through a proxy presentative as well as by posing counterproposals and questions in advance. Proxy representatives must see to the voting in advance on behalf of shareholders. It is not possible to attend the meeting in person. Instructions are further described in this notice in Section C Instructions for the participants in the Annual General Meeting.

The Board of Directors of the Company has resolved on extraordinary meeting procedures pursuant to the temporary legislation adopted by the Finnish Parliament on 24 April 2020. In order to prevent the spread of the COVID-19 pandemic, the Company has resolved to take actions enabled by the temporary legislation in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders.

For these reasons, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. Shareholders can participate in the meeting and use shareholder rights only through a proxy presentative by submitting voting instructions to a proxy representative in advance as well as by posing counterproposals and questions in advance.

The largest shareholders of the Company, which on the date of this notice represent in aggregate 53.4 per cent of the votes vested in the Company’s shares, have notified the Company in advance that they support the proposed resolutions on the agenda of the General Meeting included in this notice. The largest shareholders have notified the Company that they will participate in the General Meeting by way of proxy representation arranged by the Company.

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

Lagman Johan Aalto will act as Chairman of the Annual General Meeting. Should Johan Aalto be prevented for a weighty reason from acting as Chairman, the Board of Directors of the Company will appoint the person it deems most suitable to act as Chairman of the Annual General Meeting.

3.     Election of persons to scrutinise the minutes and to supervise the counting of votes

Agneta Selroos, Communications Manager of the Company, will scrutinise the minutes and supervise the counting of votes at the Annual General Meeting. Should Agneta Selroos be prevented for a weighty reason from scrutinising the minutes and supervising the counting of votes, the Board of Directors will appoint the person it deems most suitable to scrutinise the minutes and 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

Shareholders who have authorised a proxy representative to represent and vote in advance in accordance with the instructions given in this notice and have the right to attend the meeting pursuant to Chapter 5, Section 6 and 6a of the Finnish Companies Act shall be deemed shareholders represented at the meeting.

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 2019



As the General Meeting is held without shareholders’ and their proxy representatives’ presence at the venue of the meeting, the annual review published on 12 March 2020 which includes the Company’s annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report, and which is available on the Company’s website, shall be deemed to have been presented to the Annual General Meeting.

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 Board of Directors proposes to the General Meeting that no dividend or return of capital will be distributed based on the balance sheet adopted for the financial year ended on 31 December 2019. As Glaston Corporation made a loss for the financial year 2019, no minority dividend can be demanded.

9.     Resolution on the discharge of the members of the Board of Directors as well as the CEO from liability for the financial year 1 January 2019 – 31 December 2019

10.   Adoption of the Remuneration Policy for governing bodies



As the General Meeting is held without shareholders’ and their proxy representatives’ presence at the venue of the meeting, the Remuneration Policy published by the Company as an appendix to this notice and which is available on the Company’s website, is deemed to have been presented to the General Meeting.

The Board of Directors proposes to the General Meeting that the Remuneration Policy for the governing bodies be adopted. The Remuneration Policy for the governing bodies is attached to this notice and is available on the Company’s website at www.glaston.net.

11.   Resolution on the remuneration of the members of the Board of Directors

The Nomination Board of the Company proposes to the General Meeting that the annual and meeting fees of the members of the Board of Directors as well as fees paid for Committee work remain unchanged.



For the Members of the Board of Directors the annual remuneration payable shall be:

• Chairman of the Board EUR 60,000,
• Deputy Chairman of the Board EUR 40,000,
• other Members of the Board EUR 30,000;

   and the meeting fees for each meeting of the Board of Directors that a Member of the Board has attended shall be:

• Chairman of the Board EUR 800 for meetings held in the Chairman’s home country and EUR 1,500 for meetings held elsewhere
• other Members of the Board EUR 500 for meetings held in the home country of the respective member and EUR 1,000 for meetings held elsewhere
• for per capsulum 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 line with the Company’s normal practice.

Furthermore, the Nomination Board proposes to the General Meeting that the meeting fee for the Remuneration and Audit Committees remain unchanged, and it is proposed that the Chairman of the Audit Committee be paid annual remuneration of EUR 10,000 and the Chairman of the Remuneration Committee be paid annual remuneration of EUR 7,500, and in addition, that a meeting fee of EUR 500 be paid to all Members for each meeting attended.

12.   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 seven (7) until closing of the Annual General Meeting 2021.

13.   Election of members of the Board of Directors



The 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, and that Michael Willome would be elected as a new member of the Board of Directors.



Michael Willome has been the Group CEO at global industrial holding company Swiss Conzzeta AG since 2016. Michael Willome has a broad global business experience. Prior to his current position he has held various management positions in global companies like speciality chemical company Clariant AG and healthcare company Novartis. In addition, he has extensive experience from the glass processing industry, as Bystronic glass was part of the Conzzeta group 1994−2019. Mr. Willome holds a degree from the University of St. Gallen in Business Administration (lic. oec.), M.A. and he is a Swiss citizen.



All aforementioned persons have given their consent for the election. More information on the nominees is available on Glaston Corporation’s website www.glaston.net/annual-general-meeting-2020/.



According to the Company’s Articles of Association, the Board of Directors elects the Chairman and the Deputy Chairman of the Board of Directors amongst themselves. Therefore, the Nomination Board recommends that the Board of Directors would re-elect amongst themselves Teuvo Salminen as the Chairman and Sebastian Bondestam as the Deputy Chairman.

14.   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.

15.   Election of auditor



The Board of Directors proposes that authorised public accounting firm KPMG Oy Ab 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 Lotta Nurminen.

16.   Authorising the Board of Directors to decide on the repurchase as well as on the acceptance as pledge of the company’s own shares

        The Board of Directors proposes that the General Meeting would authorise 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 would be effective until 30 June 2021. The Board of Directors proposes that the authorisation would revoke corresponding earlier authorisations.

17.   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 8,000,000 shares in the aggregate representing approximately 10 per cent 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 2021. The Board of Directors proposes that the authorisation would revoke corresponding earlier authorisations.

18.   Amendments of the Articles of Association     

The Board of Directors proposes to the General Meeting that the third sentence of Article 4 of the company’s Articles of Association be removed. According to the proposal, Article 4 of the Articles of Association would following the amendment read as follows in its entirety:

“The company’s administration and the due organization of its operations shall be entrusted to a Board of Directors, which shall consist of at least five (5) and at most nine (9) ordinary members elected by a meeting of shareholders.

The term of office of Members of the Board of Directors expires at the end of the next Annual General Meeting that follows their election.

The Board of Directors shall elect from among its members a Chairman and a Deputy Chairman to serve for one year at a time. The Board of Directors shall have a quorum if more than half of its members are present at the meeting. Matters shall be resolved by a simple majority of the votes cast. In the event of a tie, the Chairman shall have the casting vote.”

Further, the Board of Directors proposes to the General Meeting that Article 9 of the company’s Articles of Association be amended so that reference to the Central Chamber of Commerce be replaced by reference to the Finnish Patent and Registration Office as auditor oversight was transferred to the Patent and Registration Office on 1 January 2016. According to the proposal, Article 9 of the Articles of Association would following the amendment read as follows in its entirety:

“The company shall have one auditor, namely an auditing firm approved by the Finnish Patent and Registration Office.

The auditor’s term of office shall end at the close of the next Annual General Meeting following its election.”

The Board of Directors proposes to the General Meeting that Article 13 of the company’s Articles of Association be amended so that the General Meeting shall comprise the passing of resolutions, in addition to the items that currently appear from Article 13, also on the adoption of the remuneration policy when necessary, and on the adoption of the remuneration report. Further, the Board of Directors proposes to the General Meeting that Article 13 be amended so that Article 13 refers only to one auditor as, according to Article 9 of the company’s Articles of Association, the company shall have only one auditor. Article 13 of the Articles of Association would following the amendments read as follows:

“The business of the Annual General Meeting shall comprise:

the presentation of:

1) the annual accounts, including the consolidated annual accounts, and the report by the Board of Directors;

2) the auditor’s report;

the passing of resolutions on:

3) the adoption of the annual accounts and the consolidated annual accounts;

4) measures that may be called for by the profit or loss shown in the adopted balance sheet;

5) the granting of discharge from liability to the Members of the Board of Directors and the Chief Executive Officer;

6) the adoption of the remuneration policy, when necessary;

7) the adoption of the remuneration report;

8) the remuneration of the Members of the Board of Directors and the auditor;

9) the number of Members of the Board of Directors;

the election of:

10) the Members of the Board of Directors;

11) the auditor

and dealing with:

12) the other matters mentioned in the invitation to attend the meeting.”

19.   Closing of the meeting

B.                  Documents of the General Meeting



The proposals of the Board of Directors and the Nomination Board 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/annual-general-meeting-2020/. The annual accounts, the report of the Board of Directors, the auditor’s report, the annual review as well as the Remuneration Policy of Glaston Corporation are available on the above-mentioned website. A copy of the annual review will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on the aforementioned website as of 11 June 2020, at the latest.

C.                  Instructions for the participants in the Annual General Meeting

In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy presentative may not be present at the venue of the meeting. It is also not possible for a shareholder or his/her proxy representative to participate in the General Meeting by means of real-time telecommunications. A shareholder can participate in the General Meeting and exercise his/her rights only through a proxy representative in accordance with the instructions presented below. Proxy representatives must see to the voting in advance on behalf of shareholders in accordance with the instructions presented below.

Notice of attendance and any proxy documents given by shareholders earlier for the Annual General Meeting planned to be held on 2 April 2020 are not deemed a notice of attendance given by a shareholder for this Annual General Meeting. Any proxy documents given for the initially planned Annual General Meeting are not valid for the Annual General Meeting on 28 May 2020.

1.    Shareholders registered in the shareholders’ register



Each shareholder, who is on the record date of the General Meeting, 15 May 2020, registered in the shareholders’ register of the Company held by Euroclear Finland Oy, 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 may participate in the General Meeting only through a proxy representative in the manner instructed below.

2.    Registration, use of proxy representative and powers of attorney



A shareholder may participate in the General Meeting and exercise his/her shareholder rights only through a proxy representative. Proxy representatives must see to the voting in advance on behalf of shareholders. Due to COVID-19 pandemic, shareholders are requested to exercise shareholders’ rights through a centralised proxy representative designated by the Company by authorising attorney-at-law Henrik Hautamäki, from Hannes Snellman Attorneys Ltd, or a person appointed by him, to represent them at the Annual General Meeting in accordance with the voting instructions of the shareholder.

The introduction and contact information of the designated proxy representative are available at the following website: www.hannessnellman.com/people/all/henrik-hautamaeki/.

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 Annual General Meeting.

A power of attorney template and voting instructions will be available on the Company’s website at www.glaston.net/annual-general-meeting-2020/ by no later than 12 May 2020 once the deadline for delivering counterproposals to be put to a vote has expired. Possible powers of attorney should be delivered in accordance with the instructions set forth in the proxy document by regular mail to Glaston Corporation, Yhtiökokous 2020, Lönnrotinkatu 11, FI-00120 Helsinki, Finland or by email to yk2020@glaston.net as of 12 May 2020 once the deadline for delivering counterproposals to be put to a vote has expired. Powers of attorney must, however, be submitted by no later than 20 May 2020 at 4:00 p.m., by which time the powers of attorney must be received by the Company.

Delivery of a power of attorney to the Company by the aforementioned deadline constitutes due registration for the Annual General Meeting. No other separate notification of participation for the Annual General Meeting is required from the shareholder. Proxy representatives must see to the voting in advance on behalf of shareholders from 12 May 2020 until 25 May 2020 at 4.00 p.m. by regular mail to Glaston Corporation, Yhtiökokous 2020, Lönnrotinkatu 11, FI-00120 Helsinki, Finland or by email to yk2020@glaston.net. Advance votes submitted by proxy representatives have to be received by the Company by aforementioned deadline.

Additional information is available on the Company’s website at www.glaston.net/annual-general-meeting-2020/ or by phone +358 10 500 6105.

The personal data given to Glaston Corporation by its shareholders is used only in connection with the General Meeting and with the processing of the related necessary registrations.

3.    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 May 2020, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy. 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 maintained by Euroclear Finland Oy by 25 May 2020 at 10:00 a.m., at the latest. As regards nominee registered shares this constitutes due registration for the General Meeting. Changes in the share ownership following the record date of the general meeting do not have an impact on the right to participate in the general meeting nor on the number of votes of the shareholder.



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 in good time. The account management organisation of the custodian bank has to register a holder of nominee registered shares into the temporary shareholders’ register of the Company at the latest by the time stated above and see to the voting in advance on behalf of a holder of nominee registered shares.      



Further information on holders of nominee registered shares are available on the Company’s abovementioned website.

4.    Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the Company have the right to pose counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to yk2020@glaston.net or by regular mail to Glaston Corporation, Yhtiökokous 2020, Lönnrotinkatu 11, FI-00120 Helsinki, Finland by no later than 11 May 2020 at 4:00 p.m., by which time the counterproposals must be received by the Company.

The shareholders shall in connection with the counterproposal present a statement of their shareholding in the Company. The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth of all shares in the Company. If a counterproposal will not be taken up for consideration at the Annual General Meeting, the votes given in favour of the counterproposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company‘s website at www.glaston.net/annual-general-meeting-2020/ by no later than 12 May 2020.

A shareholder has the right to pose questions with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act by email to yk2020@glaston.net or by regular mail to Glaston Corporation, Yhtiökokous 2020, Lönnrotinkatu 11, FI-00120 Helsinki, Finland no later than 13 May 2020 at 4:00 p.m., by which time the questions must be received by the Company. 

Such questions by shareholders, responses to such questions by the Company‘s management in accordance with the Finnish Companies Act as well as other counterproposals than those put up to a vote are available on the on the Company‘s website at www.glaston.net/annual-general-meeting-2020/ by no later than 18 May 2020. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the Company of his/her shareholdings.

On the date of this notice of the General Meeting, the total number of shares and votes in Glaston Corporation is 84,289,911.