Glaston Oyj: NOTICE TO GLASTON CORPORATION'S ANNUAL GENERAL MEETING

Notice is given to the shareholders of Glaston Corporation (Company) to the Annual General Meeting to be held on 16 April 2025 at 3.00 p.m. (EET) at hotel GLO Art, 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 2024 - 31 December 2024
 

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-2025/ on 26 March 2025 at the latest.

7. Adoption of the financial statements and consolidated financial statements

8. Resolution on the use of profits shown on the balance sheet and the return of capital
 

The distributable funds of Glaston Corporation are EUR 54,619,484 of which EUR -986,978 represents the loss 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 2025 that the result for the financial year 2024 be placed in retained earnings and no dividend be paid.

The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on a later date on a capital repayment for a maximum amount of EUR 4,635,945. As stated in the stock exchange release published on 14 February 2025, the Company contemplates to combine shares so that every two (2) shares will be merged into one (1) share (so called reverse share split). The proposed reverse share split is presented on the agenda of this notice under item 19.

The proposed maximum amount of the capital repayment represents currently EUR 0.055 per share (or EUR 0.11 per share calculated on the number of outstanding shares after the execution of the proposed reverse share split). If the Annual General Meeting would not approve the proposed reverse share split, the return of capital to be paid shall be rounded down to EUR 0.05 per share calculated on the current number of outstanding shares because fractions of cents cannot technically be paid.

Further, the Board of Directors proposes that the General Meeting would authorise the Board of Directors to decide that the return of capital will be paid in one or more instalments as per the later defined record dates. The return of capital is preliminarily planned to be paid in two instalments in May and November 2025.

The return of capital would be paid from the reserve for invested unrestricted equity to shareholders who are registered in the Company's register of shareholders, maintained by Euroclear Finland Oy, on the record date later communicated. 

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

10. Consideration of the Remuneration Report for governing bodies

The Board of Directors proposes the approval of the Remuneration Report 2024. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.

The Remuneration Report 2024 is available on the Company's website on 26 March 2025 at the latest on www.glaston.net/annual-general-meeting-2025/.

11. Consideration of the Remuneration Policy for governing bodies

The Board of Directors proposes the approval of the updated Remuneration Policy. The Company has abandoned the role of Deputy CEO and therefore corresponding amendments have been made to the Remuneration Policy by deleting any references to the Deputy CEO.

The Remuneration Policy for the governing bodies is attached to this notice and is available on the Company's website at www.glaston.net/annual-general-meeting-2025/.

The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.

12. 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 2025 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 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 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.

13. Resolution on the number of members of the Board of Directors

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

14.  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, 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.

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.
 

15. 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.

 
16. 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.

17. 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.

18. 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.

19. Resolution on the reverse share split and thereto related redemption of shares and authorising of the Board of Directors to decide on the issuance of shares

The Board of Directors proposes to the Annual General Meeting that the General Meeting resolves on a reverse share split, i.e., the reduction of the number of shares and thereto related redemption of shares and authorising the Board of Directors to decide on a directed share issue without consideration as follows:

The arrangement is proposed to be carried out by issuing new shares of the Company without consideration and after this by redeeming the Company's shares without consideration so that each two (2) current shares of the Company correspond to one (1) share of the Company. The current total number of shares of the Company is 84,289,911 shares.

In order to avoid the creation of fractional shares, the Board of Directors proposes that the Board of Directors be authorised to decide on a directed share issue without consideration pursuant to which new shares of the Company are issued so that the number of shares in each book-entry account holding the Company's shares is divisible by two on the Combination Day (as defined below). Thus, the theoretical maximum number of new shares is obtained by multiplying the total number of such book-entry accounts on the Combination Day by two. Based on the situation before the notice to the General Meeting, the estimated maximum number of new shares to be issued under the authorisation would be approximately 7,400 shares, but to ensure the feasibility of the arrangement concerning the reverse share split, the maximum number of new shares to be issued is proposed to be 15,000 shares. The Board of Directors is authorised to decide on all other matters related to the share issue without consideration. The authorisation is proposed to be valid until the end of the next Annual General Meeting, but in any case, no later than the execution of the reverse share split resolved under this item.

Simultaneously with the issue of the Company's new shares described above, the Company will on the Combination Day redeem without consideration from each shareholder's book-entry account a number of shares determined by multiplying the number of shares on each book-entry account by a factor of 1/2 ("Redemption Ratio"). Thus, one (1) share of the Company will be redeemed for every two (2) shares of the Company. Based on the situation before the notice to the General Meeting, the number of shares to be redeemed would be approximately 42,150,000 shares.

The Company's Board of Directors has the right to decide on all other matters related to the redemption of shares. The shares of the Company redeemed in connection with the reverse share split will be cancelled immediately upon redemption and will not increase the number of the own shares held by the Company. In connection with the combination measures, the own shares held by the Company will also be cancelled so that the number of the own shares held by the Company and the total number of shares of the Company are divisible by two, and the number of the own shares held by the Company will decrease in proportion to the Redemption Ratio in connection with the reverse share split.

The purpose of the reverse share split is to increase the value of an individual share, to improve the trading conditions of the Company's shares, and to increase flexibility in the event of possible distribution of funds. The redemption of shares to carry out the reverse share split would not be possible with the contemplated Redemption Ratio without the simultaneous directed share issue without consideration. The Board of Directors considers that the reverse share split is in the interest of the Company and all its shareholders and that there is a particularly weighty financial reason for the reverse share split and the related directed share issue and redemption of shares considering the interest of the Company and all its shareholders. The reverse share split does not affect the equity of the Company.

The reverse share split is proposed to be carried out in the book-entry system after the end of trading on the stock exchange, approximately on 22 April 2025 ("Combination Day"). The cancellation of shares and the new total number of shares in the Company are intended to be registered with the Finnish Trade Register on or about 22 April 2025.

Trading in the Company's shares with the new total number of shares is expected to begin on Nasdaq Helsinki with a new ISIN code on or about 23 April 2025.

The proposals included in this item 19 form an entirety that requires the approval of both the authorisation of the Board of Directors directed share issue without consideration and the redemption of shares with a single resolution. The implementation of the proposed reverse share split is conditional on the number of shares held in all book-entry accounts being divisible by two (2) on the Combination Day within the maximum number of new shares to be issued in connection with the arrangement described above.

As a result of the reverse share split approved by the General Meeting, the Board of Directors shall also amend the Company's share-based incentive schemes to take into account the reverse share split in the proportion mentioned above.

The arrangement, if carried out, does not require any action from the shareholders. If necessary, trading in the Company's shares on Nasdaq Helsinki will be temporarily suspended in order to perform necessary technical arrangements in connection with the reverse share split.

20. 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 8,000,000 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. If the General Meeting resolves on the reverse share split in accordance with item 19 of this notice to the General Meeting, a maximum of 4,000,000 of the Company's own shares, which corresponds to approximately 10 percent of all the Company's shares after the reverse share split, may be repurchased or accepted as pledge under this authorisation.

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 2026. The Board of Directors proposes that the authorisation would revoke corresponding earlier authorisations.

21. 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 8,000,000 shares in the aggregate representing approximately 10 per cent of the current number of shares in the Company. If the General Meeting resolves on the reverse share split in accordance with item 19 of this notice to the General Meeting, a maximum of 4,000,000 of the Company's shares, which corresponds to approximately 10 percent of all the Company's shares after the reverse share split, may be issued under this authorisation.

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 2026. The Board of Directors proposes that the authorisation would revoke corresponding earlier authorisations.

22. The Board of Directors' proposal to amend the Company's Articles of Association

The Board of Directors proposes to the Annual General Meeting a partial amendment to the Company's Articles of Association so that the list of matters on the agenda of the Annual General Meeting in article 13 is updated to include references to the remuneration and election of the sustainability reporting assurer. In addition, the numbering of the sub-sections in article 13 of the Articles of Association will be amended as required. Otherwise, the Articles of Association are proposed to remain unchanged.

"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:

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

the election of:

10. the Members of the Board of Directors;
11. the auditor;
12. the sustainability reporting assurer;

and dealing with:

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

23. 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 at www.glaston.net/annual-general-meeting-2025/. 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, remuneration policy as well as the remuneration report will be available on the above-mentioned website as of 26 March 2025 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 2025.

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, 4 April 2025, 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 24 March 2025 at 10.00 a.m. (EET). A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than 11 April 2025 at 10:00 a.m. (EET). Such notice can be given:

-          on Glaston Corporation's internet website www.glaston.net/annual-general-meeting-2025/;
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 AGM@glaston.net; 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.

2. 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, 4 April 2025. 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 11 April 2025 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.

3. 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 AGM@glaston.net 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.

4. 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 84,289,911.

 

Helsinki, 27 February 2025

GLASTON CORPORATION
Board of Directors

Glaston Corporation
Kaisa Latva, General Counsel
Tel. +358 10 500 500

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