Valoe Oyj - Notice to general meeting

Notice to an Extraordinary General Meeting of Valoe Corporation

Notice is given to the shareholders of Valoe Corporation to an Extraordinary General Meeting to be held on 17 February 2020 at 14:00 (Finnish time) at the company’s headquarters at Insinöörinkatu 5, 50150 Mikkeli, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 13:30 (Finnish time).

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 scrutinize 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. Change of the responsible auditor following the previous responsible auditor taking up a new position; and change of the business ID due to the merger in the accountant firm

The Board of Directors proposes to the General Meeting, that Auditus Tilintarkastus Oy (business identity number 0727888-1) will be elected as the company’s auditor and Mikko Riihenmäki, Authorized Public Accountant, as the responsible auditor. The company’s previous responsible auditor Heidi Pirttijoki, Authorized Public Accountant, has announced that she will take up a new position and is unable to act as the company’s auditor.

It is also announced that due to a transaction at Auditus Tilintarkastus Oy the business identity number of the accountant firm responsible for the company’s audit has changed and is now 0727888-1. 

For further information on Auditus Tilintarkastus Oy please see www.auditus.fi.

7. Closing of the meeting

B. Documents of the General Meeting

The above mentioned proposals for the decisions on the matters on the agenda of the General Meeting, this Notice to the Extraordinary General Meeting and other documentation required by the Companies’ Act are available on Valoe Corporation’s website at www.valoe.com. 

Copies of these documents and of this Notice to the Extraordinary General Meeting will be available at the General Meeting and will be sent to shareholders upon request.

The minutes of the meeting will be available on the above-mentioned website as from 2 March 2020.

C. Instructions for the participants in the General Meeting

1. Shareholder registered in the shareholders’ register

Each shareholder, who is registered on 5 February 2020 in 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 in the shareholders’ register of the company.

A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, shall register for the meeting no later than 12 February 2020 by 4:00 p.m. (Finnish time) by giving a prior notice of participation which shall be received by the company no later than on the above-mentioned date. Such notice can be given:

(a) by e-mail to the email address minna.wilkman@valoe.com

(b) by telephone to the number +358 40 5600 530 (Minna Wilkman) from Monday to Friday between 9:00 a.m. and 4:00 p.m. (Finnish time); or

(c) by regular mail to the address Valoe Corporation, Minna Wilkman, Insinöörinkatu 5, 50150 Mikkeli, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Valoe Corporation is used only in connection with the general meeting and with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove her/her identity and/or right of representation.

2. Holder of a nominee registered share

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on 5 February 2020. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 12 February 2020 by 10:00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary 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 and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When 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 to the address Valoe Corporation, Minna Wilkman, Insinöörinkatu 5, 50150 Mikkeli, Finland or by email minna.wilkman@valoe.com, before the last date and time for registration.

4. Other instructions/information

Pursuant to Chapter 5, Section 25 of the Finnish 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.

On the date of this Notice to the General Meeting, 23 January 2020, the total number of shares in Valoe Corporation is 123,324,388 shares.

In Mikkeli, on 23 January 2020

Valoe Corporation

Board of Directors