Glaston Oyj Abp - Decisions of general meeting

GLASTON CORPORATION: RESOLUTIONS OF THE ANNUAL GENERAL MEETING

Helsinki, Finland, 2013-04-17 17:00 CEST (GLOBE NEWSWIRE) -- Glaston
Corporation                Stock Exchange Release 17 April 2013 at 18.00 



GLASTON CORPORATION: RESOLUTIONS OF THE ANNUAL GENERAL MEETING

The Annual General Meeting of Glaston Corporation was held on 17 April 2013 in
Helsinki. The General Meeting adopted the financial statements and consolidated
financial statements for the financial period from 1 January to 31 December
2012. In accordance with the proposal of the Board of Directors, the General
Meeting resolved that no dividend shall be distributed. 

The General Meeting discharged the members of the Board of Directors and the
President and CEO from liability concerning the financial year from 1 January -
31 December 2012. 

The number of the members of the Board of Directors was resolved to be six. The
General Meeting decided to re-elect Andreas Tallberg, Anu Hämäläinen, Claus von
Bonsdorff, Pekka Vauramo and Teuvo Salminen, currently members of the Board of
Directors, as members of the Board of Directors for the following term ending
at the closing of the next Annual General Meeting. 

In its organization meeting held after the General Meeting, the Board of
Directors elected Andreas Tallberg as Chairman of the Board and Christer
Sumelius as Vice Chairman of the Board. 

The General Meeting resolved that the yearly remuneration payable to the
members of the Board of Directors remain as follows: 40,000 euro for the
Chairman of the Board and 30,000 euro for the Vice Chairman of the Board and
the remuneration payable to other members of the Board of Directors shall
remain at 20,000 euro. 

The General Meeting elected Authorised Public Accounting firm Ernst & Young Oy
as the company's auditor with Authorised Public Accountant Harri Pärssinen as
the main responsible auditor. 

The General Meeting authorised 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 authorisation consists of up to 20,000,000 shares in the aggregate. 

The authorisation does not exclude the Board of Directors' right to decide on a
directed issue. The authorisation was 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 is authorised to resolve on all other 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. 

The authorisation is effective until 30 June 2014. The authorisation supersedes
earlier authorisations. 

The General Meeting resolved to establish a permanent Nomination Board
consisting of shareholders or representatives of shareholders to prepare and
present for the next Annual General Meeting and, if necessary, to an
Extraordinary General Meeting, proposals concerning the number and identities
of the members of the Board of Directors and the remuneration of the Board of
Directors. In addition, the task of the Nomination Board is to seek candidates
as potential board members. 

The Nomination Board consists of four members, all of which shall be appointed
by the Company's four largest shareholders, who shall appoint one member each.
The Chairman of the Company's Board of Directors shall serve as an advisory
member of the Nomination Board. 

The Company's largest shareholders entitled to appoint members to the
Nomination Board shall be determined on the basis of the registered holdings in
the Company's shareholder register held by Euroclear Finland Ltd as of the
first working day in September in the year concerned. The Chairman of the Board
of Directors shall request each of the four largest shareholders to appoint one
member to the Nomination Board. In the event that a shareholder does not wish
to exercise his or her right to appoint a representative, it shall pass to the
next-largest shareholder who would not otherwise be entitled to appoint a
member to the Nomination Board. 

The Nomination Board shall elect a Chairman from among its members. The
Chairman of the Board of Directors shall convene the first meeting of the
Nomination Board and the Nomination Board's Chairman shall be responsible for
convening subsequent meetings. The Nomination Board shall deliver its proposal, which will be included in the
notice to the General Meeting, to the Company's Board of Directors by the end
of January preceding the next Annual General Meeting. 





Helsinki, 17 April 2013

GLASTON CORPORATION
Arto Metsänen
President and CEO



Further information:
President and CEO Arto Metsänen
Tel. +358 10 500 500





Glaston Corporation
Glaston is a global company developing glass processing technology for
architectural, solar, appliance and automotive applications. Our portfolio
ranges from pre-processing and safety glass machines to services. We are
dedicated to our customers' continued success and provide services for all
glass processing needs with a lifecycle-long commitment in mind. For more
information, please visit www.glaston.net. Glaston's share (GLA1V) is listed on
the NASDAQ OMX Helsinki Small Cap List. 



Distribution: NASDAQ OMX Helsinki Ltd, Key Media, www.glaston.net

Attachments:

Resolutions of the AGM.pdf