Valoe Oyj - Other information disclosed according to the rules of the Exchange

VALOE ISSUES A CONVERTIBLE BOND AND RELATED WARRANTIES

Valoe Corporation                                 Stock Exchange Release 7
February 2017 at 9.00 Finnish time 



VALOE ISSUES A CONVERTIBLE BOND AND RELATED WARRANTIES



In order to strengthen Valoe Corporation's capital structure the company issues
a convertible bond of MEUR 1.5 at the most. The convertible bond can be
converted to max. 150,000,000 new shares of the company. The subscription price
is EUR 0.01 per share. 

The convertible bond is issued in deviation from the shareholders' pre-emptive
subscription rights to the parties separately approved by the Board of
Directors. The convertible bond can also be subscribed against a loan
receivable of min. EUR 50,000.00 from Valoe, undisputed during the subscription
period, by converting the loan's capital and/or interest into convertible bond
pursuant to the terms of the convertible bond. 

The minimum amount of subscription of the convertible note shall be EUR
50,000.00 entitling the convertible note holder to subscribe for 5,000,000 new
shares of the company. 

The loan period shall commence on the payment date and expire on 1 February
2019 on which date the convertible bond shall expire to be repayable in its
entirety in accordance with the terms of the loan. The subscription period of
the shares under the convertible notes shall begin from the subscription of the
convertible notes and expire on 1 February 2019. 

A lender shall be entitled to participate in potential future share issues
arranged by the company in which the subscription period shall terminate at the
latest on 1 February 2019 by subscribing the shares at the subscription price
that is 20 per cent lower compared to the subscription price offered in the
respective share issues. 

The subscription period of the convertible bond shall expire on 10 March 2017
at 6:00 p.m. The board of directors of the company has the right to approve the
subscriptions at any time during the subscription period. In the event the
convertible bond shall be oversubscribed, the board of directors of the company
shall resolve on the allocation between the subscribers.  The board of
directors of the company has the right to discontinue the subscription period
of the convertible bond at any time. The board of directors shall also have the
right to decide on extending the subscription period. 

When subscribing the convertible bond, the lender of the convertible bond is
entitled to subscribe also warranties according to which the lender shall have
later a right to subscribe new shares in the company with the amount equal to
the capital of the convertible bond. Each convertible bond loan amount valued
at EUR 0.01 shall entitle the lender to subscribe one (1) warrant. Each warrant
entitles the lender to subscribe one (1) new share of the company. The maximum
amount of share subscriptions that are based on the warrants shall be in total
150,000,000 new shares of the company. The subscription period for the shares
subscribed based on the warrants shall begin on 1 July 2017 and expire on 1
February 2019. 

The shareholders' pre-emptive subscription rights are deviated from in
connection with the issue of convertible bond and warrants to secure financing
required to strengthen the capital structure of the company cost effectively
and considering the size of the financing. Thus, there is from the company's
point of view a weighty financial reason to issue the special rights. 

The company has one (1) class of shares.



The terms of the convertible bond are attached to this release as Attachment 1.



In Mikkeli 7 February 2017



Valoe Corporation



BOARD OF DIRECTORS



For more information: Iikka Savisalo President and CEO, Valoe Corporation
Tel. +358 40 521 6082
Email: iikka.savisalo@valoe.com



Distribution:
Nasdaq Helsinki
Main media
www.valoe.com



Valoe Corporation specializes in the clean energy, especially in photovoltaic
solutions. Valoe provides automated production technology for solar modules
based on the company’s own technology; production lines for modules; solar
modules and special components for solar modules. Valoe's head office is
located in Mikkeli, Finland. 



APPENDIX 1:

TERMS OF THE CONVERTIBLE BOND 1/2017 OF VALOE CORPORATION AND THE TERMS OF THE
WARRANTS RELATED THERETO 

The Board of Directors of Valoe Corporation (hereinafter "the Company") has,
based on the authorization granted to it on 24 May 2016, resolved to take loan
(hereinafter "Convertible Bond") so that the Company issues other special
rights entitling to the shares pursuant to Chapter 10 of the Finnish Companies
Act (624/2006, as amended) in the form of loan shares to the Lenders
(hereinafter together as "Lenders", separately "Lender") of the loan so that
the Lenders shall have the right to subscribe for the Company's shares based on
the respective special rights and that the lenders shall have the right to pay
the subscription price of the shares by setting it off against the loan
receivable referred to in this document. In addition, the Lenders shall have a
right to subscribe new shares of the Company in accordance with the separate
warrants related to the Convertible Bond with the terms described in section
III of this document. 



I CONDITIONS OF THE CONVERTIBLE BOND



1. The amount of the Convertible Bond

The amount of the Convertible Bond shall be EUR 1,500,000.00 at the most.



2. The Subscription right of the Convertible Bond and Loan Shares

The Company shall take the loan referred to in these Convertible Bond terms and
conditions and shall issue simultaneously against the loan with maximum amount
of 150,000,000 loan shares. The number of loan shares to be issued shall be one
(1) loan share against each subscribed loan capital amount of EUR 0.01. 

The Convertible Bond is issued in deviation from the shareholders' pre-emptive
subscription rights to the parties approved by the Board of Directors. The
Convertible Bond can also be subscribed against a loan receivable of min. EUR
50,000.00 from Valoe Corporation, undisputed during the subscription period, by
converting the loan's capital and/or interest into convertible bond pursuant to
the terms of the Convertible Bond. 

The minimum amount of subscription shall be EUR 50,000.00 which can be
converted into 5,000,000 new shares of the Company pursuant to the terms of
this Convertible Bond. 

The shareholders' pre-emptive subscription rights are deviated from as the loan
shares are issued as special rights to secure financing required to strengthen
the capital structure of the Company cost effectively and considering the size
of the financing. Therefore, there is from the Company's point of view a
weighty financial reason to issue the special rights. 



3. Subscription Period and Venue for Subscription of the Convertible Bond

Lenders subscribing for the Convertible Bond are asked to sign and submit the
subscription form by 6:00 p.m. (Finnish time) on 10 March 2017 to the Company.
The Company shall deliver the subscription form to the subscribers separately. 

The Board of Directors of the Company has the right to approve or disapprove a
subscription. The Board of Directors has the right to approve subscriptions at
any time during the subscription period. In the event the Convertible Bond
shall be oversubscribed, the Board of Directors shall resolve on the allocation
between the subscribers. 

The Board of Directors of the Company has the right to discontinue the
subscription period of the Convertible Bond at any time. The Board of Directors
shall also have the right to decide on extending the subscription period. 



4. Loan Period of the Convertible Bond and Repayment

The Convertible Bond shall be paid to the Company's bank account at the latest
on the third banking day following the subscription. The number of the
Company's bank account shall be provided for the Lenders separately. 

The loan period shall commence on the payment date in accordance with the
instructions given in this section and expire on 1 February 2019, on which date
the Convertible Bond shall expire to be repayable in its entirety in accordance
with these terms of the loan. 



5. Interest of the Convertible Bond

No interest shall be paid for the Convertible Bond.



6. Promissory Note of the Convertible Bond

The Company shall issue to the subscriber of the Convertible Bond a promissory
note (hereinafter the "Promissory Note"). 



7. Transferability of the Promissory Note

The Promissory Note cannot be transferred without consent of the Company.



8. Other terms of the Convertible Bond

If the Company issues new shares of which subscription period expires no later
than 1 February 2019, the Lender shall have a right to participate in the
issuing of the shares in accordance with the percentage of its then current
share ownership. The subscription price shall be 20 percent lower than the
subscription price of the other shares issued at the same occasion. 

For the delivery of the notifications based on this Convertible Bond, the
Lender shall inform the Company of its postal address as valid from time to
time. The Lender shall, as per request of the Company, submit to the Company
all necessary information with regard to the Promissory Note and its
administration. 



9. Warrants

When subscribing Convertible Bond, the Lender shall receive a right to
subscribe warrants according to which the Lender shall later have a right to
subscribe new shares of the Company with the amount equal to the capital of the
Convertible Bond as described in section III of this document with regard to
the terms for conversion right of the warrants. Each loan share valued of EUR
0.01 shall entitle the Lender to subscribe 1 (one) warrant. Warrants shall be
subscribed into separate subscription list. 

Since the warrants are related to the strengthening of the capital structure of
the Company having regard to receiving the required financing and size of it in
a cost effective manner, there is from the Company's point of view a weighty
financial reason to issue Warrants. The Warrants can be issued to the Lenders
in a manner deviating from the shareholders' pre-emptive subscription rights. 

Warrants cannot be transferred without consent of the Company.



II TERMS FOR CONVERSION RIGHT OF THE CONVERTIBLE BOND

1. Conversion Right and Conversion Ratio

The Lender is entitled to convert the Promissory Note into the shares of the
Company in accordance with the terms described below. One loan share of EUR
0.01 pursuant to the Promissory Note entitles the Lender to subscribe for one
(1) new share of the Company. Based on the subscriptions made pursuant to the
loan shares the Company shall issue a maximum amount of 150,000,000 new Company
shares. The Company has one (1) class of shares. 

The subscription price of one (1) new share of the Company shall be EUR 0.01
per share corresponding approximately to 20 % discount compared to the stock
exchange price of the Company's share per 3 February 2017. The subscription
price has been set on a level that shall be considered to be reasonable for all
shareholders considering the price level of the Company’s share during the last
three (3) months and the Company's need for financing and the available options
to fulfill the need. 

Upon using the conversion right a portion corresponding to the subscription
price of a share shall be set off against the unpaid capital of the Convertible
Bond. The subscription price of the shares shall be entered in entirety into
the Company's invested non-restricted equity fund. 



2. Conversion Period and Process Regarding Use of the Conversion Right

The Lender shall have the right to convert the Promissory Note into the
Company's shares during the conversion period (subscription period of the
shares) which begins from the subscription of the Convertible Bond and expires
on 1 February 2019. 

The conversion of the Promissory Note into the shares shall take place pursuant
to the subscription rules in accordance with the Finnish Companies Act. The
Lender shall present to the Board of Directors of the Company the written
conversion request which shall constitute the subscription of new shares. 

When the Board of Directors has received the conversion request and the Lender
has assigned the Promissory Note to the Company, the Board of Directors shall
approve the subscription of new shares in accordance with the loan shares of
the Convertible Bond. Within 30 (thirty) days from the presentation of the
conversion request the Company shall file with the Companies Register
notification with regard to entering the new shares to the Companies Register. 



3. Shareholder Rights

 The new shares of the Company, which have been subscribed for by using the
conversion right of the Convertible Bond, shall have the similar rights with
the Company's shares issued previously from the moment the new shares have been
entered into the Companies Register. 



4. The Rights of the Lender in certain special cases

If the Company during the loan period issues new shares in the share issue
against the payment or issues new stock options or other special rights
entitling to the shares referred to in Chapter 10 of the Finnish Companies Act
so that the shareholders shall have the pre-emptive subscription right, the
Promissory Note Holder shall have the same or equal right as a shareholder.
Equality is reached by the means resolved by the Board of Directors of the
Company by giving to the Lender the same priority for the subscription of
share, and/or stock option, and/or other special right as referred to in
Chapter 10 of the Finnish Companies Act, and/or by adjusting the exchange ratio
of the Convertible Bond, or by combining the manners of proceeding as referred
to above. 

If the Company during the loan period issues new shares free of charge, the
exchange ratio of the Convertible Bond shall be adjusted so that the percentual
share of the shares to be converted by the Convertible Bond compared to all
shares shall remain unaltered except for the part that the new number of shares
to be converted by the Promissory Note would be a fraction. In the event that
the above-mentioned division would not be even, the highest round figure that
will fulfill the division to the whole shares will be applied. 

If the Company during the loan period resolves to acquire or redeem its own
shares or stock options or other special rights entitling to the shares
pursuant to the Chapter 10 of the Finnish Companies Act through an offer
directed to all shareholders or holders of the above-mentioned rights, an equal
offer shall be made to the Lender. The redemption or acquisition of the shares
and stock options or other special rights entitling to the shares referred to
in Chapter 10 of the Finnish Companies Act shall thus be directed also to the
conversion rights of the Promissory Note pursuant to the resolution of the
Board of Directors. Otherwise the acquisition or redemption of own shares and
stock options and other special rights entitling to the shares referred to
under Chapter 10 of the Finnish Companies Act shall not require any actions
from the Company with regard to the Promissory Note. 

If the Company during the loan period distributes its funds in other means than
what has been referred to in the previous section, the Lender shall not be
entitled to participate in the distribution of the funds and the distribution
of the funds shall not require any actions from the Company with regard to the
Promissory Note. 

If the Company is placed into liquidation during the loan period, the
Convertible Bond shall fall due for payment at the moment when placing into the
liquidation has been entered into the Companies Register. 

If the Company during the loan period resolves on the merger or division, the
Lender shall be reserved a right, during the time period set by the Board of
Directors of the Company prior to the resolution on the merger or division, to
convert the Promissory Note into shares. Alternatively the Lender shall be
given the right to subscribe for the Convertible Bond issued by similar terms
by the receiving company so that the subscription can be made on equal terms
compared to the shares of the receiving company which have been issued to the
shareholders pursuant to what has been resolved on the matter in the merger
plan or division plan. After the above-mentioned time period reserved for the
use of the conversion right or after the end of the subscription period of the
new Convertible Bond, no conversion right shall exist anymore. 

If a redemption right or redemption obligation of the minority shareholders
referred to under Chapter 18 of the Finnish Companies Act arises, after the
Company has received notification on the origin of the redemption right or
redemption obligation, the right to convert the Promissory Note into shares
during the time period resolved by the Board of Directors shall without undue
delay be reserved for the Lenders. After the above-mentioned time period
reserved for the use of the conversion right, no conversion right shall exist
anymore. 



5. Disputes

Disputes arising out of this Convertible Bond shall be settled by arbitration
consisting of one arbitrator in accordance with the Arbitration Rules of the
Finland Chamber of Commerce. In the event the parties to the dispute cannot
agree on the arbitrator, the Finland Chamber of Commerce shall appoint the
arbitrator. The place of the arbitration shall be Helsinki, Finland. 



6. Other Issues

The Board of Directors shall be entitled to resolve on any other matter related
to the Convertible Bond and the use of the conversion right. 

Notifications to the Lenders shall be submitted by letters to the postal
addresses notified to the Company by each Lender. A notification is deemed to
have been delivered on the working day following the date of sending the
notification. 





III TERMS FOR CONVERSION RIGHT OF WARRANTS

1. Conversion Right of the Shares

The Lender is entitled to subscribe one (1) new share of the Company against
each one (1) warrant. Maximum amount of share subscriptions that are based on
the warrants shall be in total 150,000,000 new shares of the Company. The
Company has one (1) class of shares. 



2. Subscription Period

The subscription period for the shares subscribed based on the warrants shall
begin on 1 July 2017 and expire on 1 February 2019. The subscription shall take
place at the Company's headquarters or as otherwise permitted by the Board of
Directors. 



3. Subscription Price

The subscription price of one (1) share to be subscribed based on the warrants
shall be 0.01 euro per share corresponding approximately to 20 % discount
compared to the stock exchange price of the Company's share per 3 February
2017. The subscription price has been set on a level that shall be considered
to be reasonable for all shareholders considering the price level of the
Company’s share during the last three (3) months and the Company's need for
financing and available options to fulfill the need. 



4. Payment of the Shares

Payment for the shares shall be made upon subscription. Payment may be made in
such form as permitted by the Board of Directors. The Company's share capital
shall not be increased as a result of the subscriptions of the shares, but the
entire subscription price shall be booked in the Company's invested
non-restricted equity fund. 



5. Rights Pertaining to the Shares

The Shares subscribed by warrants shall give entitlement to dividends for the
financial year during which they were subscribed and thereafter. The other
rights pertaining to the shares shall begin as soon as the respective shares
have been registered with the Companies Register. 



6. Lender's rights in Certain Special Circumstances

Should the Company before the subscription of new Company shares under warrants
issue new shares, convertible bonds, option rights or other special rights as
referred in Chapter 10 of the Finnish Companies Act, such action shall not have
any effect on the warrants. Notwithstanding the aforesaid, should the Company
issue new shares to the shareholders free of charge in the same proportion as
they already own shares in the Company (a so-called "share split") or should
the Company combine the shares owned by its shareholders in the same proportion
as they already own shares in the Company (a so-called "reverse split"), the
Lender shall be treated equally with the shareholders. Equality is reached by
the mean resolved by the Board of Directors of the Company by altering the
number of Shares available for subscription under the warrants. 

Should the Company’s assets be distributed in accordance with Chapter 13
Section 1 Sub-Section 1 of the Finnish Companies Act prior to the subscription
of the shares, the Lender shall be reserved an opportunity to exercise its
subscription right based on warrants before such distribution during a time
period determined by the Board of Directors to the extent that the subscription
period of the shares based on warrants has started with regard to these terms.
Notwithstanding the aforesaid, should the distribution take place in the form
of dividends, such distribution shall not have any effect on the warrants. 

Should the Company resolve to merge into another company as the company being
acquired or in a company to be formed in a combination merger or if the Company
resolves to be divided, the Lender shall before the merger or division be given
the right to subscribe new shares of the Company with its warrants within the
time period determined by the Board of Directors of the Company to the extent
that the subscription period of the new company shares has begun in relation to
the terms of these warrants. After the above-mentioned time period reserved for
the use of the subscription right, no right to subscribe shall exist anymore.
In the above-mentioned situations the Lender has no right to demand the Company
to redeem its warrants at a fair price. 

Should the Company before the subscription of the shares resolve to acquire or
redeem its own shares or any rights referred to in Chapter 10 of the Finnish
Companies Act by an offer made to all shareholders or holders of stock options
or other special rights as referred to in Chapter 10 of the Finnish Companies
Act, the Lender shall be made an equivalent offer to the extent that the
subscription period of the new company shares has begun in relation to the
terms of these warrants. In other cases the acquisition or redemption of the
Company’s own shares or any rights referred to in Chapter 10 of the Finnish
Companies Act does not require the Company to take any action in relation to
the warrants. 

If a redemption right or redemption obligation of the minority shareholders
referred to under Chapter 18 of the Finnish Companies Act arises after the
subscription period of the warrants has begun and after the Company has
received notification on the origin of the redemption right or redemption
obligation, the Lender shall be reserved a right without delay, after the
emergence of the right and obligation to redeem has been notified to the
Company, during the time period set by the Board of Directors of the Company to
subscribe shares of the Company with warrants. After the above-mentioned time
period reserved for the use of the subscription right, no right to subscribe
shall exist anymore. 



7. Disputes

Disputes relating to the warrants shall be settled by arbitration consisting of
one arbitrator in accordance with the Arbitration Rules of the Finland Chamber
of Commerce. In the event the parties to the dispute cannot agree on the
arbitrator, the Finland Chamber of Commerce shall appoint the arbitrator. The
place of the arbitration shall be Helsinki, Finland. 



8. Other issues

The Board of Directors shall be entitled to resolve on any other matter related
to the warrants and the use of the subscription right. 

Notifications to the holders of the warrants shall be submitted by letters to
the postal addresses notified to the Company by each of them. A notification is
deemed to have been delivered on the working day following the date of sending
the notification. 



IV OTHER MATTERS

1. Other Issues

These terms and conditions have been drafted in Finnish and in English. In the
case of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions shall prevail.