Glaston Oyj Abp — Proxy Solicitation & Information Statement 2025

Jan 31, 2025

Proposals of Glaston Corporation's Shareholders' Nomination Board to the Annual General Meeting 2025

Proposals of Glaston Corporation's Shareholders' Nomination Board to the Annual General Meeting 2025

Glaston Corporation      Stock Exchange Release   31.1.2025 at 12:15

Proposal for the number of Board members and composition of the Board of
Directors
The Nomination Board of Glaston Corporation proposes to the Annual General
Meeting, due to be held on 16 April 2025, that seven (7) members shall be
elected to the Board of Directors until the closing of the Annual General
Meeting 2026.

The Nomination Board proposes that the current members of the Board of Directors
Veli-Matti Reinikkala, Sebastian Bondestam, Antti Kaunonen, Arja Talma, Tero
Telaranta and Michael Willome shall be re-elected as Members of the Board of
Directors, and Tina Wu elected as a new member. All candidates have given their
consent for the election. The current Board of Directors member Sarlotta
Narjus has informed that she will not be available for re-election.

Tina Wu, a US citizen and a resident in China, is Global Vice President &
General Manager, Adhesives & Fluids, Multibase and Tedlar at DuPont.  Tina Wu
has over 20 years of professional experience and she has led several business
units on a regional basis in addition to her later global role. Since joining
DuPont in 2005 in a marketing and sales role in the US, she has held various
high-level leadership positions in the company. In 2013 she relocated to China
as Asia Pacific Regional Business Director, DuPont Packaging Graphics, and then
DuPont Packaging and Industrial Polymer. She has also held regional and global
roles at DuPont Performance Materials, the Transportation & Industrials sectors.
Wu has extensive knowledge of the markets in China including, among others,
electronics, renewable energy, automotive and industrial. Wu holds a BSc in
Economics from the University of International Business and Economics in Beijing
and an MBA from the Illinois Institute of Technology. She has also attended an
Executive Leadership Program at Harvard University.
According to the company's Articles of Association, the Board of Directors
elects from among its members the Chair and Deputy Chair. The Nomination Board
recommends that Veli-Matti Reinikkala continues as the Chair 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 the
exception of Tero Telaranta and Sebastian Bondestam, all proposed persons are
also determined to be independent of the significant shareholders of the
company. Board Members Tero Telaranta and Sebastian Bondestam are dependent on a
significant shareholder of the Company, Ahlstrom Capital B.V., whose ownership
in the company is 26.39%, Tero Telaranta due to his position as the Director,
Industrial Investments of A. Ahlström Oy and Sebastian Bondestam due to his
position as a member of the Board of Directors of A. Ahlström Oy. Ahlstrom
Capital B.V. is a group company of A. Ahlström Oy.

The candidate information is available on the company's website at
www.glaston.net/ (http://glaston.net/governance/#governance)Governance (http://gl
aston.net/governance/#governance).

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 remains unchanged and thus
is the following:

·
Chair of the Board EUR 74,000,

·
Deputy Chair of the Board EUR 45,000,

·
other Members of the Board EUR 35,000.

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 2025 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 Chair of the Board for meetings held in the Chair'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, as well
as paying the mandatory social security and/or insurance contributions related
to the board remuneration based on the local regulations of Member of the
Board's domicile.

Furthermore, the Nomination Board proposes to the Annual General Meeting that
the meeting fee for the People and Remuneration and Audit Committees shall
remain unchanged. Thus it is proposed that the Chair of the Audit Committee
shall be paid annual remuneration of EUR 10,000 and the Chair of the People and
Remuneration 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.

Chair 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.

Shareholders' Nomination Board
The Nomination Board consists of the representatives of the four largest
shareholders and also, as an expert member, of the Chair of the Board of Glaston
Corporation. Based on the ownership situation on 2 September 2024, Glaston's
Nomination Board consists of the following members: Jyrki Vainionpää, Chair
(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:
Jyrki Vainionpää, Chair of Glaston Corporation's Nomination Board, tel. +358 10
8884169.

Glaston in brief
Glaston is the glass processing industry's innovative technology leader
supplying equipment, services and solutions to the architectural, mobility,
display and solar 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 nine countries and its shares (GLA1V) are listed on Nasdaq Helsinki
Ltd.

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