Glaston Oyj Abp — Proxy Solicitation & Information Statement 2021

Dec 15, 2021

Proposals of Glaston Corporation’s Shareholders’ Nomination Board to the Annual General Meeting 2022

Proposals of Glaston Corporation’s Shareholders’ Nomination Board to the Annual General Meeting 2022

Glaston Corporation                       Stock Exchange
Release                                  15.12.2021 at 9.15

Proposal for the composition of the Board of Directors
The Nomination Board of Glaston Corporation proposes to the Annual General
Meeting, due to be held on 12 April 2022, that the number of members of the
Board of Directors shall be seven (7) until closing of the Annual General
Meeting 2023, and that the current members of the Board of Directors Sebastian
Bondestam, Antti Kaunonen, Sarlotta Narjus, Veli-Matti Reinikkala, Arja Talma,
Tero Telaranta and Michael Willome shall be re-elected as Members of the Board
of Directors.

According to the company’s Articles of Association, the Board of Directors
elects from among its members the Chairman and Deputy Chairman. The Nomination
Board recommends that Veli-Matti Reinikkala continues as the Chairman of the
Board of Directors.

All proposed persons are determined to be independent in relation to the company
according to the definition set out in the Corporate Governance Code. With
exception of Tero Telaranta, all proposed persons are also determined to be
independent from the significant shareholders of the company. Board Member Tero
Telaranta is dependent on a significant shareholder of the Company, Ahlstrom
Capital B.V., whose ownership in the company is 26.39%, due to his position as
the Director, Industrial Investments of Ahlström Capital Oy. Ahlstrom Capital
B.V. is a group company of Ahlström Capital Oy.

The candidate information is available on the company’s website at
www.glaston.net/Investors (https://glaston.net/glaston-as-an-investment/). All
candidates have given their consent to the election.

Proposal for the remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the annual
remuneration of the Members of the Board of Directors shall be as follows:

· Chairman of the Board EUR 70,000 (EUR 60,000 in 2021),
· Deputy Chairman of the Board EUR 43,000 (EUR 40,000 in 2021),
· other Members of the Board EUR 33,000 (EUR 30,000 in 2021).

The Nomination Board proposes that a member of the Board of Directors may, at
his/her discretion, choose to receive the annual fixed remuneration partly in
company shares and partly in cash so that approximately 40% of the annual fixed
remuneration is paid in Glaston Corporation’s shares. The number of shares
forming the above remuneration portion, which would be payable in shares, will
be determined based on the share value in the stock exchange trading maintained
by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average
quotation of the share during the one-month period immediately following the
date on which the interim report of January−March 2022 of the company is
published.

In addition, the Nomination Board proposes that meeting fees shall be paid in
accordance with earlier practice for each meeting of the Board of Directors that
a Member of the Board has attended as follows:

· EUR 800 to the Chairman of the Board for meetings held in the Chairman’s
home country and EUR 1,500 for meetings held elsewhere
· EUR 500 to other Members of the Board for meetings held in the home country
of the respective Member and EUR 1,000 for meetings held elsewhere
· for per capsulam Board Meetings half of the normal fee shall be paid.

Furthermore, it is proposed that each Member of the Board shall 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 Annual General Meeting that
the meeting fee for the Compensation and Audit Committees shall remain
unchanged. Thus it is proposed that the Chairman of the Audit Committee shall be
paid annual remuneration of EUR 10,000 and the Chairman of the Compensation
Committee annual remuneration of EUR 7,500, and in addition a meeting fee shall
be paid to all Committee Members for each meeting they attended, of EUR 500  for
meetings held in the home country of the respective Member and EUR 1,000 for
meetings held elsewhere.
Chairman of the Board of Directors Veli-Matti Reinikkala did not participate in
decision-making when the Nomination Board made its proposal on the number of the
Members of the Board of Directors and on the Board of Directors’ composition and
remuneration.

Nomination Board
The Nomination Board consists of the representatives of the four largest
shareholders and also, as an expert member, of the Chairman of the Board of
Glaston Corporation. Based on the ownership situation on 1 September 2021,
Glaston’s Nomination Board consists of the following members: Lasse Heinonen,
Chairman (nominated by Ahlstrom Capital B.V.), Jaakko Kurikka (nominated by Hymy
Lahtinen Oy), Pekka Pajamo (nominated by Varma Mutual Pension Insurance Company)
and Esko Torsti (nominated by Ilmarinen Mutual Pension Insurance Company).
For further information, please contact:
Lasse Heinonen, Chairman of Glaston Corporation’s Nomination Board, tel. +358
(0)10 888 4450

Glaston in brief
Glaston is the glass processing industry’s innovative technology leader
supplying equipment, services and solutions to the architectural, automotive,
solar and appliance industries. The company also supports the development of new
technologies integrating intelligence to glass.

Glaston is committed to providing its clients with both the best know-how and
the latest technologies in glass processing, with the purpose of building a
better tomorrow through safer, smarter, and more energy efficient glass
solutions. Glaston operates globally with manufacturing, services and sales
offices in 10 countries and its shares (GLA1V) are listed on Nasdaq Helsinki
Ltd.

Distribution: Nasdaq Helsinki Ltd, key media, www.glaston.net.