A. Resolutions taken by the Annual General Meeting

The Annual General Meeting of Glaston Corporation was held on 16 April 2025 in Helsinki. The General Meeting adopted the financial statements and consolidated financial statements for the financial period from 1 January to 31 December 2024 and discharged the following members of the Board of Directors and the CEOs from liability for the financial year from 1 January to 31 December 2024: Veli Matti Reinikkala, Sebastian Bondestam, Antti Kaunonen (interim CEO until 12 August 2024), Sarlotta Narjus, Arja Talma, Tero Telaranta, Michael Willome and Toni Laaksonen (CEO as of 12 August 2024).

In accordance with the proposal of the Board of Directors, the General Meeting resolved to authorize the Board of Directors to resolve on a later date on a repayment of capital for a maximum amount of EUR 4,635,945 or EUR 0.11 per share calculated on the number of outstanding shares after the execution of the reverse share split, to be distributed for the financial year ended on 31 December 2024.

Further, the General Meeting authorized the Board of Directors to decide on the repayment of capital in one or more instalments as per later defined record dates. The return of capital is 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. 
 

Adoption of the Remuneration Report for governing bodies
In accordance with the proposal of the Board of Directors, the General Meeting decided to adopt the Remuneration Report for the governing bodies. The resolution on the adoption of the Remuneration Report is advisory.

Adoption of the Remuneration Policy for governing bodies
In accordance with the proposal of the Board of Directors, the General Meeting decided to adopt the Remuneration Policy for the governing bodies. The resolution on the adoption of the Remuneration Policy is advisory.

Remuneration of the members of the Board of Directors
In accordance with the proposal of the Shareholders' Nomination Board, the General Meeting resolved that the annual remuneration of the members of the Board of Directors remains unchanged and is as follows: the Chair of the Board of Directors EUR 74,000, the Deputy Chair EUR 45,000 and the other members of the Board of Directors EUR 35,000.
 

In accordance with the proposal by the Shareholders' Nomination Board, the General Meeting resolved 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 General Meeting resolved in accordance with the proposal of the Shareholders' Nomination Board that for each attended meeting of the Board of Directors, the meeting fees are paid according to the earlier practice so that the Chair of the Board is paid EUR 800 for meetings held in the Chair's home country and EUR 1,500 for meetings held elsewhere and other members of the Board are paid EUR 500 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 meeting fee will be paid. Furthermore, it was resolved that each member of the Board of Directors will 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 for mandatory social security and/or insurance contributions related to the board remuneration based on the local regulations of member of the Board's domicile.

In addition, the General Meeting resolved in accordance with the proposal of the Shareholders' Nomination Board that the meeting fees for the People and Remuneration and Audit Committees remain unchanged and therefore all members of the Audit and People and Remuneration Committees will be paid a meeting fee of EUR 500 for each meeting attended in the home country of the respective member and EUR 1,000 for each meeting attended elsewhere. In addition to the meeting fee, the Chair of the Audit Committee will be paid an annual fee of EUR 10,000 and the Chair of the People and Remuneration Committee will be paid an annual fee of EUR 7,500.

Composition of the Board of Directors
In accordance with the proposal of the Shareholders' Nomination Board, the number of members of the Board of Directors was resolved to be seven (7). The General Meeting decided, in accordance with the proposal of the Shareholders' Nomination Board, to re-elect Veli-Matti Reinikkala, Sebastian Bondestam, Antti Kaunonen, Arja Talma, Tero Telaranta and Michael Willome as members of the Board of Directors and elect Tina Wu as a new member. The Board of Directors was elected for a term continuing until the close of the next Annual General Meeting. More information on the members of the Board of Directors is available on Glaston Corporation's website at www.glaston.net.

Auditor
In accordance with the proposal of the Board of Directors, the General Meeting elected the public accounting firm KPMG Oy Ab 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. The General Meeting decided that the auditor be imbursed as per the reasonable invoice approved by the company.

Sustainability reporting assurer
In accordance with the proposal of the Board of Directors, the General Meeting elected the authorised sustainability audit firm KPMG Oy Ab as the sustainability reporting assurer. The sustainability audit firm has announced that Lotta Nurminen, Authorised Sustainability Auditor (ASA), will act as the responsible sustainability auditor. The General Meeting decided that the sustainability reporting assurer be imbursed as per the reasonable invoice approved by the company.

Reverse share split and thereto related redemption of shares and authorization to the Board of Directors to decide on the issuance of shares
In accordance with the proposal of the Board of Directors, the General Meeting resolved on a reverse share split, i.e., the reduction of the number of shares and thereto related redemption of shares and authorized 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 was authorized 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). Further, it was decided that to ensure the feasibility of the arrangement concerning the reverse share split, the maximum number of new shares is 15,000 shares. The Board of Directors was authorized to decide on all other matters related to the share issue without consideration. The authorization is valid until the end of the next Annual General Meeting, but no later than the execution of the reverse share split.

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 Board of Directors was authorized 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.

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 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. 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.

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.

Authorization to the Board of Directors to decide on the repurchase as well as on the acceptance as pledge of the company's own shares
In accordance with the proposal of the Board of Directors, the General Meeting authorized 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 after the reverse share split, subject to the provisions of the Finnish 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 authorization.

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 a pledge. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

The authorization is effective until 30 June 2026 and it revokes corresponding earlier authorizations.

Authorization to 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
In accordance with the proposal of the Board of Directors, the General Meeting authorized 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 Companies Act. The authorization consists of up to 4,000,000 shares in the aggregate representing approximately 10 per cent of shares in the company after the reverse share split.

The authorization does not exclude the Board of Directors' right to decide on a directed issue of shares. The authorization can 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 was authorized 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 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 authorization is effective until 30 June 2026 and it revokes corresponding earlier authorizations.

Amendment of the company's Articles of Association
In accordance with the proposal of the Board of Directors, the General Meeting decided on a partial amendment of the Articles of Association so that the list of matters under article 13 to be discussed at the General Meeting was updated so that references to the selection and remuneration of the sustainability reporting assurer are added. Further, the numbering of the subsections of article 13 of the Articles of Association will be changed as required by the addition of new subsections. Otherwise the company's Articles of Association remain unchanged.

Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the company's website at www.glaston.net/annual-general-meeting-2025/ at the latest on April 30, 2025.

B. Decisions of the organization meeting of the Board of Directors

In its organization meeting held after the Annual General Meeting, the Board of Directors re-elected Veli-Matti Reinikkala as the Chair and Sebastian Bondestam as the Deputy Chair of the Board of Directors.

The Board of Directors determined the composition of the Board committees as follows:

Audit Committee
Arja Talma (Chair), Tina Wu and Tero Telaranta were elected as members of the Audit Committee of the Board of Directors.

People and Remuneration Committee
Veli-Matti Reinikkala (Chair), Sebastian Bondestam, Antti Kaunonen and Michael Willome were elected as members of the People and Remuneration Committee of the Board of Directors.

The Board of Directors has assessed the independence of its members and determined that all members of the Board of Directors are independent of the company. In addition, the Board of Directors has determined that all members of the Board of Directors are independent of the company's major shareholders, except for Sebastian Bondestam and Tero Telaranta. The competence requirements pertaining to the members of the Board committees have been considered when electing the members to these committees.

Helsinki, 16 April 2025
GLASTON CORPORATION
 

Further information:
Kaisa Latva, General Counsel, tel. +358 10 500 500
 

Glaston Corporation
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