Valoe Oyj - Notice to general meeting

NOTICE TO THE GENERAL MEETING OF VALOE CORPORATION

NOTICE TO THE GENERAL MEETING OF VALOE CORPORATION

Notice is given to the shareholders of Valoe Corporation to the Annual General
Meeting to be held on 14 June 2017 at 11:30 (Finnish time) at the company’s
headquarters at Insinöörinkatu 5, 50100 Mikkeli, Finland. The reception of
persons who have registered for the meeting and the distribution of voting
tickets will commence at 11:00 (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. Presentation of financial statements, group financial statements, the report
of the Board of Directors and the auditor’s report for the year 2016 and the
review by the CEO 

7. Adoption of the financial statements and group financial statements

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the General Meeting that the loss for the
financial year ended on 31 December 2016 is entered in retained earnings and
that no dividend will be distributed. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

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

11. Resolution on the remuneration and principles for travelling cost payments
of the members of the Board of Directors 

12. Election of members of the Board of Directors

13. Resolution on the remuneration of the auditor

14. Election of auditor

15. Reducing the quantity of company's shares by way of issuing new company
shares and by the redemption of company's own shares 

The Board of Directors proposes to the General Meeting that the General Meeting
resolves on the reduction of the quantity of company's shares without reducing
share capital by way of issuing new shares and by redemption of company's own
shares, in such a way that each current 200 shares of the company shall
correspond to one share of the company after the arrangements related to the
reduction of the quantity of company's shares are completed. Prior to the
reduction of the quantity of company's shares, the total number of shares in
the company is 948,472,136. 

The purpose of the reduction of the quantity of company's shares is to increase
the value of a single share and thus to improve the trade conditions of the
shares and the reliability of the price formation of the shares. Thus, the
Board of Directors considers that there is a particularly weighty financial
reason for the company to reduce the quantity of company's shares. This
arrangement shall not affect the equity of the company. 

It is proposed that the reduction of the quantity of company's shares shall be
carried out so that the company shall, on 16 June 2017 (hereinafter the
"Transaction Day"), issue new company shares to each shareholder of the company
free of charge so that the number of all shares per book-entry accounts owned
by the shareholders of the company are divisible by the number 200. The maximum
quantity of company's own shares transferred by the company shall be 199 shares
multiplied by the number of such book-entry accounts on the Transaction Day, on
which the company's shares are held, and which are owned by the shareholders of
the company. 

The number of company's shareholders as per 30 April 2017 was 7,369. Therefore,
it is proposed that the maximum amount of new shares issued by the company in
the share issue is 1,600,000 new shares of the company. The Board of Directors
of the company is entitled to resolve on all other matters related to the
issuance of shares free of charge. 

On the Transaction Day, at the same time with the aforementioned issue of
company's new shares, the company shall redeem free of charge a number of
shares from each shareholder of the company. The number of shares to be
redeemed by the company will be determined according to the redemption ratio of
200/1. In other words, for every 200 shares of the company 199 company shares
shall be redeemed. The Board of Directors of the company shall be entitled to
resolve on all other matters related to the redemptions of shares. 

The company's shares, which are redeemed in connection with the reduction of
the quantity of company's shares, shall be annulled immediately following the
redemption by a resolution of the Board of Directors of the company. The
reduction of the quantity of company's shares shall be carried out in the book-
entry system after the end of trading day on Nasdaq Helsinki on 16 June 2017
i.e. on the Transaction Day. The annulment of the shares and the company's new
total number of shares are entered in the trade register approximately on 19
June 2017. Trading with the company's new total number of shares on Nasdaq
Helsinki will begin approximately on 19 June 2017. If necessary, the trading
with the company's share on Nasdaq Helsinki shall be temporarily interrupted in
order to perform necessary technical measures in the trading facility after the
Transaction Day. 

The arrangement, if it is realized, will not require the shareholders to take
any action. No part of the arrangement shall be carried out unless all the
other parts of the arrangement are carried out as well. 

16. Authorization of the Board of Directors to decide on a share issue as well
as other option rights and other special rights entitling to shares in the
company 

The Board of Directors proposes to the General Meeting, that the General
Meeting authorizes the Board of Directors to decide on a share issue with
and/or without payment, either in one or in several occasions, including right
to resolve on option rights and other rights entitling to shares pursuant to
the Chapter 10, Section 1 of the Finnish Companies Act so that the number of
new shares issued based on the authorization or number of shares issued based
on option rights and other special rights entitling to the shares pursuant to
the Chapter 10, Section 1 of the Finnish companies Act, would equal to the
total maximum amount of 10,000,000 shares (after reduction of quantity of
shares as described in item 15 of the agenda for General Meeting). The
authorization does not exclude the Board’s right to decide also on directed
issue of shares or option rights and other special rights pursuant to the
Chapter 10, Section 1 of the Finnish Companies Act. It is proposed that the
authorization may be used for important arrangements from the company’s point
of view e.g. to strengthen the capital structure, to finance investments, for
acquisitions and business transactions or other business arrangements, or to
expand ownership structure, or for incentive plans, or for other purposes
resolved by the Board involving a weighty financial reason for issuing shares
or option rights or special rights entitling to shares pursuant to the Chapter
10, Section 1 of the Finnish Companies Act. The share issue may be executed by
deviating from the shareholders' pre-emptive subscription right provided the
company has a weighty financial reason for that. It is proposed that the
authorization is in force until 30 June 2018. 

17. 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 as well as this Notice to the General Meeting are available
on Valoe Corporation’s website at www.valoe.com. 

The latest financial statements, the latest group financial statements, the
latest report of the Board of Directors and the auditor’s report of Valoe
Corporation are available on the above-mentioned website. The proposals for
decisions and the other above-mentioned documents are also available at the
General Meeting. Copies of these documents and of this Notice to the General
Meeting will be sent to shareholders upon request. 

The minutes of the meeting will be available on the above-mentioned website as
from 28 June 2017. 


C. Instructions for the participants in the General Meeting

1. Shareholder registered in the shareholders’ register

Each shareholder, who is registered on 2 June 2017 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 9 June 2017 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 (0) 20 7747 701 (Minna Wilkman) from Monday
to Friday between 9:00 a.m. and 4:00 p.m. (Finnish time); 

(c) by telefax to the number + 358 (0)20 7747 770; or

(d) by regular mail to the addr2ess Valoe Corporation, Minna Wilkman,
Insinöörinkatu 8, 50100 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 2 June 2017. 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 9 June 2017 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 8, 50100 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, 24 May 2017, the total
number of shares in Valoe Corporation is 948,472,136 shares. 



In Mikkeli, on May 24, 2017



Valoe Corporation



Board of Directors