VALOE OYJ NOTICE TO THE GENERAL MEETING OF VALOE CORPORATION
Notice is given to the shareholders of
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 the financial statements, the group financial statements, the report of the Board of Directors and the auditor’s report for the year 2020 and the review by the CEO
7. Adoption of the financial statements and the 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
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the Remuneration Report for Governing Bodies
11. Resolution on the number of members of the Board of Directors
12. Resolution on the remuneration and principles for travelling cost payments of the members of the Board of Directors
13. Election of members of the Board of Directors
14. Resolution on the remuneration of the auditor
15. Election of auditor
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, could increase by a total maximum amount of 150,000,000 shares. 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 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
17. Authorization of the Board of Directors to decide on option rights
The Board of Directors proposes to the General Meeting, that the General Meeting authorizes the Board of Directors to decide on option rights pursuant to the Chapter 10, Section 1 of the Finnish Companies Act so that, following the share subscriptions based on option rights, the number of the shares in the Company could increase by a total maximum amount of 210,000,000 shares in three years. It is proposed that the authorization may be used for a stock option scheme directed to the company’s personnel, the Directors of the Board and CEO during 2021 - 2023. It is proposed that the authorization is in force until
It is proposed that based on this authorization, the following option rights would be given to the Directors of the Board and CEO: during 2021 a minimum of 18 million option rights and a maximum of 36 million option rights subject to a market value increase of more than 100 percent and conditions attached to the increase; during 2022 a minimum of 21 million option rights and a maximum of 42 million option rights subject to a market value increase of more than 100 percent and conditions attached to the increase; and during 2023 a minimum of 24 million option rights and a maximum of 48 million option rights subject to a market value increase of more than 100 percent and conditions attached to the increase.
18. 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
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
C. Instructions for the participants in the General Meeting
1. Shareholder registered in the shareholders’ register
Each shareholder, who is registered on
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
(a) by e-mail to the email address minna.wilkman@valoe.com
(b) by telephone to the number +358 40 5600 530 (
(c) by regular mail to the address
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
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
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
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.
5. Cancellation of the meeting
On the date of this Notice to the General Meeting,
In Mikkeli, on
Board of Directors
For more information:
Chairman of the Board
Tel. +358 50 2688
© OMX, source
