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Glaston Oyj Abp Proxy Solicitation & Information Statement 2026

Feb 26, 2026

3317_rns_2026-02-26_6aa5cf3a-946c-439a-bf8c-f4caa996950a.html

Proxy Solicitation & Information Statement

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NOTICE TO GLASTON CORPORATION'S ANNUAL GENERAL MEETING

NOTICE TO GLASTON CORPORATION'S ANNUAL GENERAL MEETING

GLASTON CORPORATION         STOCK EXCHANGE RELEASE           26 February 2026 at
10.30

Notice is given to the shareholders of Glaston Corporation (Company) to the
Annual General Meeting to be held on 16 April 2026 at 3.00 p.m. (EET) at hotel
Home Hotel Jugend, Lönnrotinkatu 29, Helsinki, Finland. The reception of persons
who have registered for the meeting and the distribution of voting tickets will
commence at 2.00 p.m (EET).

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 adoption of the list of votes

  6. Presentation of the financial statements, the consolidated financial
    statements, the report of the Board of Directors, the auditor's report and the
    assurance report on the sustainability reporting for the financial year 1
    January 2025 - 31 December 2025

CEO's review.

The financial statements, the report of the Board of Directors, the auditor's
report and the assurance report on the sustainability reporting will be
available on the Company's website at www.glaston.net/annual-general-meeting
-2026/ on 26 March 2026 at the latest.

  1. Adoption of the financial statements and consolidated financial statements

  2. Resolution on the use of profits shown on the balance sheet

The distributable funds of Glaston Corporation are EUR 52,605,316 of which EUR
508,536 represents the profit for the financial year. The Company has no funds
available for dividend distribution.

The Board of Directors proposes to the Annual General Meeting to be held on 16
April 2026, that the result for the financial year 2025 be placed in retained
earnings and no dividend be paid. Further, the Board of Directors proposes to
the Annual General Meeting that based on the balance sheet to be adopted for the
financial period 2025, no return of capital shall be distributed.

  1. Resolution on the discharge of the members of the Board of Directors as well
    as the CEOs from liability

  2. Consideration of the Remuneration Report for governing bodies

The Board of Directors proposes the approval of the Remuneration Report 2025.
The resolution is advisory in accordance with the Finnish Limited Liability
Companies Act.
The Remuneration Report 2025 is available on the Company's website on 26 March
2026 at the latest on www.glaston.net/annual-general-meeting-2026/.

  1. Resolution on the remuneration of the members of the Board of Directors
    The Shareholders' 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 the annual fixed remuneration of the Members
of the Board of Directors may be partly paid in Company shares. A member of the
Board of Directors may, at his/her discretion, choose to receive the annual
fixed remuneration partly in Company's 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 2026 of Glaston Corporation 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 EUR1,500 for meetings held elsewhere

-         EUR 500 to other Members of the Board for meetings held in the home
country of the respective Member and EUR1,000 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 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 EUR10,000 and the Chair of the People and
Remuneration Committee annual remuneration of EUR7,500, and in addition, a
meeting fee shall be paid to all Committee Members for each meeting they
attended, of EUR500 for meetings held in the home country of the respective
Member and EUR1,000 for meetings held elsewhere.

  1. Resolution on the number of members of the Board of Directors
    The Shareholders' NominationBoard proposes to the Annual General Meeting that
    the General Meeting resolve the number of members of the Board of Directors to
    be seven (7).

  2. Election of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that
the current members of the Board of Directors Veli-Matti Reinikkala, Sebastian
Bondestam, Antti Kaunonen, Arja Talma, Michael Willome and Tina Wu shall be re
-elected as Members of the Board of Directors, and Sandra Wickström elected as a
new member. All candidates have given their consent for the election. The
current Board of Directors memberTero Telarantahas informed that he will not be
available for re-election.

More information on the nominees is available on Glaston Corporation's website
www.glaston.net.

According to the Company's Articles of Association, the Board of Directors
elects amongst its members the Chair and Deputy Chair. The Nomination Board
recommends that Veli-Matti Reinikkala continues as the Chair of the Board of
Directors.

14.Resolution on the remuneration of the auditor

Based on the recommendation by the Audit Committee, the Board of Directors
proposes to the Annual General Meeting that the remuneration of the auditor be
paid based on the reasonable invoice approved by the Company.

  1. Election of auditor

Based on the recommendation by the Audit Committee, the Board of Directors
proposes to the Annual General Meeting that authorised public accounting firm
KPMG Oy Ab would be re-elected as the Company's auditor. The auditing firm has
announced that the auditor in charge of the audit is Authorised Public
Accountant (APA) Lotta Nurminen.

  1. Resolution on the remuneration for the sustainability reporting assurer

Based on the recommendation by the Audit Committee, the Board of Directors
proposes to the Annual General Meeting that the remuneration of the
sustainability auditor be paid based on the reasonable invoice approved by the
Company.

  1. Election of the sustainability reporting assurer

Based on the recommendation of the Audit Committee, the Board of Directors
proposes to the Annual General Meeting, that the authorised sustainability audit
firm KPMG Oy Ab be elected as the sustainability reporting assurer. The
authorised sustainability audit firm has announced that Lotta Nurminen, ASA,
Authorised Sustainability Auditor (ASA), will act as the responsible
sustainability auditor.

  1. 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 Annual 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 4,000,000 shares, which corresponds to approximately 10 per cent of all
registered shares in the Company, subject to the provisions of the Finnish
Limited Liability 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 in deviation of the proportional
shareholdings of the shareholders (directed repurchase).

The authorisation would be effective until 30 June 2027. The Board of Directors
proposes that the authorisation would revoke corresponding earlier
authorisations.

  1. Authorising the Board of Directors to decide on the issuance of shares as
    well as the issuance of option rights and other special rights entitling to
    shares
    The Board of Directors proposes that the Annual 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 option rights or other special rights entitling to
    shares pursuant to Chapter 10 of the Finnish Limited Liability Companies Act.
    The authorisation would consist of up to 4,000,000 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, option rights or other special 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, option rights and other special rights
    entitling to shares as referred to in Chapter 10 of the Finnish Limited
    Liability Companies Act, including the payment period, grounds for the
    determination of the subscription price and subscription price or allocation of
    shares, option rights or other special 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 2027. The Board of Directors
proposes that the authorisation would revoke corresponding earlier
authorisations.

  1. Amendment of the Articles of Association

The Board of Directors proposes that article 13 of the Company's Articles of
Association currently in force concerning the list of items on the agenda of the
Annual General Meeting would be updated by adding references to the remuneration
(current sub-item 8) and election (current sub-item 12) of sustainability
reporting assurer, if necessary.

It is proposed that the Articles of association remain unchanged in other
respects.

“13 § The business of the Annual General Meeting” shall 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:

  1. the adoption of the annual accounts and the consolidated annual accounts;
  2. measures that may be called for by the profit or loss shown in the adopted
    balance sheet;
  3. the granting of discharge from liability to the Members of the Board of
    Directors and the Chief Executive Officer;
  4. the adoption of the remuneration policy, when necessary;
  5. the adoption of the remuneration report;
  6. the remuneration of the Members of the Board of Directors, the auditor and,
    if necessary, the sustainability reporting assurer;
  7. the number of Members of the Board of Directors;

the election of:

  1. the Members of the Board of Directors;
  2. the auditor;
  3. the sustainability reporting assurer, if necessary;

and dealing with:

  1. the other matters mentioned in the notice to the meeting.

  2. Closing of the meeting

B. Documents of the General Meeting

This notice to the General Meeting, that includes the proposals for the
decisions on the aforementioned matters on the above agenda of the General
Meeting, is available at Glaston Corporation's website atwww.glaston.net/annual
-general-meeting-2026/. Glaston Corporation's Annual Review, financial
statements, the report of the Board of Directors, the auditor's report and the
assurance report on the sustainability reporting as well as the remuneration
report will be available on the above-mentioned website as of 26 March 2026 at
the latest.

The proposals for decisions and the other above-mentioned documents will also be
available at the General Meeting, and copies of the above-mentioned documents or
this notice convening the General Meeting shall be sent to shareholders upon
request.

The minutes of the General Meeting will be available on the above-mentioned
website by no later than 30 April 2026.

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, 2 April
2026, registered into 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 into the shareholders' register of the Company.

The registration period for the General Meeting commences on 23 March 2026 at
10.00 a.m. (EET). A shareholder, who wants to participate in the General
Meeting, shall register for the meeting no later than 13 April 2026 at 10:00
a.m. (EET). Such notice can be given:

-          on Glaston Corporation's internet website www.glaston.net/annual
-general-meeting-2026/;
Registration by natural persons requires strong electronic authentication. A
natural person logging in to the service via the Company's website will be
directed to an electronic authentication page. Thereafter, the shareholder can
register for the Annual General Meeting and authorise a proxy representative in
one session. Strong electronic authentication is carried out with personal
online banking credentials or a mobile certificate. Shareholders that are legal
entities are required to provide the number of their Finnish book-entry account,
their business identification code and other required information to register
electronically. For shareholders that are legal entities, no strong electronic
authentication is required to register electronically. If a legal person uses a
Suomi.fi e-Authorization, registration requires strong electronic authentication
of the authorised person by using personal Finnish online banking credentials or
a mobile certificate.

-          by email to [email protected]; or

-          by telephone +358 10 500 6105 from Monday to Friday between 9:00 a.m.
(EET) and 3:00 p.m. (EET).

When registering by email or phone, the shareholder's name, date of birth or
Business ID, address, phone number and the name of the shareholder's possible
legal representative, proxy representative or assistant and the legal
representative's, proxy representatives or assistant's date of birth must be
provided. The personal data provided to the Company or Euroclear Finland Oy are
used only in connection with the General Meeting and with the processing of
related registrations.

  1. Holder of nominee registered shares

Holders of nominee-registered shares have the right to participate in the
General Meeting by virtue of such shares, based on which they would be entitled
to be registered in the shareholders' register of the Company held by Euroclear
Finland Oy on the record date of the General Meeting, 2 April 2026. The right to
participate in the General Meeting requires, in addition, that the shareholder
of such shares has been temporarily registered into the shareholders' register
held by Euroclear Finland Oy no later than on 13 April 2026 by 10:00 a.m. (EET).
As regards nominee-registered shares this constitutes due registration for the
General Meeting.
Holders of nominee-registered shares are advised to request without delay any
necessary instructions from their custodian regarding the temporary registration
in the shareholders' register of the Company, the issuing of proxy authorisation
documents and voting instructions, as well as registration for the General
Meeting.

The account manager of the custodian shall temporarily register a holder of
nominee-registered share, who wants to participate in the General Meeting, into
the shareholders' register of the Company at the latest by the time stated
above.

  1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting by way of proxy
representation.
A proxy representative shall present a dated proxy document or otherwise
demonstrate in a reliable manner his/her right to represent the shareholder. If
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 by mail to Glaston Corporation,
Lönnrotinkatu 11, 00120 Helsinki, Finland or by email to [email protected] before
the termination of the registration period. Furthermore, the shareholder or the
shareholder's proxy representative must register to the General Meeting as
described above in this notice convening the General Meeting.

Shareholders that are legal entities may also, as an alternative to traditional
proxy authorisation documents, use the electronic Suomi.fi authorisation service
for authorising their proxy representatives. The representative is mandated in
the Suomi.fi service at www.suomi.fi/e-authorizations (using the mandate theme
“Representation at the General Meeting”). When registering for the Annual
General Meeting in Euroclear Finland Oy's general meeting service, authorised
representatives shall identify themselves through strong electronic
authentication, after which the electronic mandate is automatically verified.
The strong electronic authentication takes place with personal online banking
credentials or a mobile certificate. For more information, see www.suomi.fi/e
-authorizations.

  1. Other information

The language of the meeting is Finnish.

Pursuant to Chapter 5, section 25 of the Finnish Limited Liability 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.

Changes in shareholding occurring after the record date of the General Meeting,
will not affect the right to participate in the General Meeting or the number of
votes of such shareholder at the General Meeting.

On this date of notice to the General Meeting, the total number of shares and
votes in Glaston Corporation is 42,145,805.

Helsinki, 26 February 2026

GLASTON CORPORATION
Board of Directors

Glaston Corporation
Minna Toiviainen, General Counsel
Tel. +358 10500500

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

Attachments: