Notice is given to the shareholders of Glaston Corporation to the Extraordinary General Meeting to be held on 12 February 2013 at 10 a.m. in Finlandia Hall, Veranda 1 hall, at Mannerheimintie 13 e, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 9 a.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. Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors to resolve on one or more issuances of shares. The authorisation contains the right to issue new shares or dispose of the shares in the possession of the company up to 86,000,000 shares.
The authorisation entitles the Board of Directors to decide on a directed issue. The authorisation is proposed to be used for executing or financing of material arrangements from the company’s point of view, such as restructuring of the company’s financing structure 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 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, such as the payment period, grounds for the determination of the subscription price and subscription price. The authorisation entitles the subscription price to be paid also by other assets, such as by setting off a receivable from the company, either partially or entirely.
The authorisation is effective until 30 June 2013. The Board of Directors proposes that the authorisation would not supersede the earlier authorisation granted by the General Meeting in 5 April 2011.
7. Closing of the meeting
B. Documents of the General Meeting
The proposals to the General Meeting as well as this notice are available on Glaston Corporation’s website . The third quarter 2012 interim report of Glaston Corporation and the statement by the Board of Directors on the events occurring after the interim report for the first three quarters of 2012 and having an essential effect on the state of the company are available on the above-mentioned website. The proposals to the General Meeting, third quarter 2012 interim report and the statement by the Board of Directors on the events occurring after the third quarter 2012 interim report and having a material effect on the state of the company 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, 31 January 2013, 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 7 February 2013 at 4 p.m. Such notice can be given:
a) on Glaston Corporation’s internet website
b) by email
c) by telephone +358 10 500 6001; or
d) 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, 31 January 2013, 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 7 February 2013 at 10 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.