Notice to Extraordinary General Meeting of Valoe Corporation
Valoe Corporation
Stock Exchange Release
5 October 2023 at 16.40 (Finnish
time)
NOTICE TO THE GENERAL MEETING OF VALOE CORPORATION
Notice is given to the shareholders of Valoe Corporation to an
Extraordinary General Meeting to be held on 27 October 2023 at
11:30 (Finnish time) at the Concert and Congress Hall Mikaeli at
Sointukatu 1, 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. 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 592,859,607.
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 27
October 2023, 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 27 October 2023, 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 September 2023
was 17,177. Therefore, it is proposed that the maximum amount of
new shares issued by the company in the share issue is 3,600,000
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.
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 27 October 2023. The annulment of the shares
and the company's new total number of shares are entered in the
trade register approximately on 30 October 2023 at the latest.
Trading with the company's new total number of shares on Nasdaq
Helsinki will begin approximately on 30 October 2023. 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 27 October 2023.
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.
7. 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
10,000,000 shares (after reduction of quantity of shares as
described in item 6 of this agenda; the said amount equals to
2,000,000,000 shares before the reduction of quantity of shares as
described in item 6 of this agenda). 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 30 June 2024.
8. 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 proposals for decisions 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 10 November 2023 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholder registered in the shareholders’ register
Each shareholder, who is registered on 17 October 2023 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 24 October 2023 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 8, 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 17 October 2023. 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 24 October
2023 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, 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, 5 October
2023, the total number of shares in Valoe Corporation is
592,859,607 shares.
In Mikkeli, on 5 October 2023
Valoe Corporation
Board of Directors
For more information:CEO Iikka Savisalo, Valoe CorporationTel.
+358 40 5216082email: iikka.savisalo@valoe.com
Distribution:Nasdaq Helsinki OyMain mediawww.valoe.com
Valoe Corporation specializes in the clean
energy, especially in photovoltaic solutions. Valoe provides PV
technology based on its own back contact technology and related
projects, project design and technology consulting. Valoe also
provides manufacturing technology for PV modules, module
manufacturing lines, modules and key components for modules, as
well as IBC solar cells manufactured at the Company’s factory in
Lithuania. Valoe is headquartered in Mikkeli, Finland, with
production facilities in Juva, Finland, and Vilnius, Lithuania.
Valoe Oyj (LSE:0JQK)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
Valoe Oyj (LSE:0JQK)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
