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Proposal of the Glaston Corporation’s Nomination Board for the composition and remuneration of the Board of Directors

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Glaston Corporation                 Stock Exchange Release         28.1.2019 at 19.00

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 4 April 2019, that the number of members of the Board of Directors be six until closing of the Annual General Meeting 2020, and that Teuvo Salminen, Sebastian Bondestam, Antti Kaunonen, Sarlotta Narjus, Kai Mäenpää and Tero Telaranta be re-elected as Members of the Board of Directors.

Anu Hämäläinen has informed Glaston’s Nomination Board that she will not be available in the election of the Board of Directors at the next Annual General Meeting. Anu Hämäläinen has served as Member of the Board of Directors since 2012.

As, according to the Company’s Articles of Association, the Board of Directors elects from among its members a Chairman and Deputy Chairman, the Nomination Board recommends that Teuvo Salminen continues as Chairman of the Board of Directors and Sebastian Bondestam as Deputy Chairman.

Proposal for the remuneration of the Board of Directors

When the acquisition of Bystronic, announced by Glaston on 25 January 2019, is completed, the company's size will grow significantly and the integration of Bystronic glass into Glaston Corporation will also present challenges for the Board of Directors. For this reason, the Nomination Board proposes to the Annual General Meeting that the remuneration of the Members of the Board of Directors be increased and that accordingly the annual remuneration of the Members of the Board of Directors be as follows (current remuneration in brackets):

  • Chairman of the Board EUR 60,000 (EUR 46,000),
  • Deputy Chairman of the Board EUR 40,000 (EUR 34,500),
  • other Members of the Board EUR 30,000 (EUR 23,000).

In addition, the Nomination Board proposes that meeting fees be paid, in accordance with earlier practice, for each meeting of the Board of Directors that a Member of the Board has attended, and that meetings fees be increased such that the Chairman of the Board be paid EUR 800 for meetings in Finland and EUR 1,500 for meetings abroad and the other Members of the Board EUR 500 for meetings in Finland and EUR 1,000 for meetings abroad. For per capsulam Board Meetings, the meeting fee is proposed to be half of the normal fee. Furthermore, it is proposed that each Member of the Board be compensated for travel and accommodation costs and direct expenses arising from their work for the Board of Directors. In addition, it was decided to propose that the arrangement of voluntary pension insurance based on remuneration be discontinued.

Chairman of the Board Teuvo Salminen did not participate in decision-making when the Nomination Board made its proposal on the number of Members of the Board and the Board of Directors’ composition and remuneration.


Proposal on the establishment of Audit and Remuneration Committees

The Nomination Board proposes that the Board of Directors decide on the establishment of Audit and Remuneration Committees. It is proposed that Members of the Committees be paid a meeting fee of EUR 500 for each meeting attended. In addition to the meeting fee, it is proposed that the Chairman of the Audit Committee be paid annual remuneration of EUR 10,000 and the Chairman of the Remuneration Committee be paid annual remuneration of EUR 7,500.

Nomination Board

The Nomination Board consists of the representatives of the four largest shareholders and also, as an expert member, the Chairman of the Board of Glaston Corporation. Based on the ownership situation on 3 September 2018, Glaston’s Nomination Board consists of the following members: Lasse Heinonen, Chairman (AC Invest Eight B.V.), Jaakko Kurikka (Hymy Lahtinen Oy), Sami Jormalainen (OP-Finland Small Firms) and Esko Torsti (Ilmarinen Mutual Pension Insurance Company) as well as Teuvo Salminen as an expert member. 

For further information, please contact:
Lasse Heinonen, Chairman of Glaston’s Nomination Board, tel. +358 (0)10 888 4221

GLASTON CORPORATION
Corporate Communications
Agneta Selroos
tel. +358407453737

Glaston Corporation
Glaston is a frontrunner in glass processing technologies and services. We respond globally to the most demanding glass processing needs of the architectural, solar, appliance and automotive industries. Additionally, we utilise emerging technologies that integrate intelligence and sustainability to glass. We are committed to providing our clients with both the best know-how and the latest technologies in glass processing. Glaston’s shares (GLA1V) are listed on NASDAQ Helsinki Ltd. Further information is available at www.glaston.net 

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

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