Valoe Corporation Stock Exchange Release 11 August 2015 at 17.00 Finnish time.
THE BOARD OF DIRECTORS OF VALOE CORPORATION RESOLVED THE TERMS AND CONDITIONS OF AN STOCK OPTION SCHEME
The Board of Directors of Valoe Corporation has resolved the terms and conditions of an stock option scheme according to which stock options will be issued to the key employees of the Valoe Group. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive, remuneration and commitment program for the key employees.
The maximum total number of stock options issued is 130,000,000 and they entitle their owners to subscribe for a maximum total of 130,000,000 new shares in the Company. The amount of the stocks to be subscribed for, pursuant to the option rights, equals to a maximum total of 8.7 percent of the current shares and votes in the Company after possible subscriptions including max. 500,000,000 shares and votes to be subscribed based on the convertible bond I/2015. The stock options will be issued for free. The Board of Directors shall annually decide upon the distribution of the stock options to the key employees of the Group. Of the stock options, 50,000,000 are marked with the symbol 2015A, 40,000,000 are marked with the symbol 2015B and 40,000,000 are marked with the symbol 2015C.
The share subscription price shall be:
- for stock option 2015A, the trade volume weighted five months’ average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 March—31 July 2015 expressed to three decimal places
- for stock option 2015B, the trade volume weighted five months’ average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 March—31 July 2016 expressed to three decimal places
- for stock option 2015C, the trade volume weighted five months’ average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 March—31 July 2017 expressed to three decimal places.
The share subscription price shall, nevertheless, always amount to at least EUR 0.01.
The share subscription period shall be
- for stock option 2015A 1 January 2017—31 December 2018
- for stock option 2015B 1 January 2018—31 December 2019
- for stock option 2011C 1 January 2019—31 December 2020.
The Board of Directors of Valoe has made the resolution on the stock option scheme based on the authorisation of the extraordinary general meeting held on 28 April 2015.
The full terms and conditions of the option scheme 2015 are attached to this release as attachment 1.
In Mikkeli 11 August 2015
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 OMX, 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.
I Valoe Stock Option Terms and Conditions
1. Number of Stock Options
The maximum total number of stock options issued is 130,000,000 and they entitle their owners to subscribe for a maximum total of 130,000,000 new shares in the Company.
2. Stock Options
Of the stock options, 50,000,000 are marked with the symbol 2015A, 40,000,000 are marked with the symbol 2015B and 40,000,000 are marked with the symbol 2015C.
The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Board of Directors. By accepting the stock options offered, the recipient undertakes to comply with any further conditions or requirements the Board of Directors may set from time to time for the possession or exercise of the stock options.
3. Right to Stock Options
The stock options shall be issued to the key employees of the Group for free. The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive, remuneration and commitment program for the key employees.
4. Distribution of Stock Options
The Board of Directors shall annually decide upon the distribution of the stock options to the key employees of the Group. The Board of Directors shall decide upon the further distribution of the stock options returned later to the Company. The stock options shall not constitute a part of employment or service contract of a stock option recipient, and they shall not be regarded as salary, remuneration or fringe benefit. Stock option recipients shall have no right to receive compensation on any grounds, on the basis of stock options, during employment or service or thereafter. Stock option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising stock options.
5. Transfer and Forfeiture of Stock Options
The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock options may freely be transferred and pledged, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer or pledge of stock options also before such date. Should the stock option owner transfer his or her stock options, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay. Should a stock option owner cease to be employed by or in the service of a company belonging to the Group, for any reason other than the death or the statutory retirement of a stock option owner or the retirement of a stock option owner in compliance with the employment or service contract, or the retirement of a stock option owner otherwise determined by the Company, such person shall, without delay, forfeit to the Company or its designate, without compensation, such stock options that the Board of Directors has distributed to him or her, for which the share subscription period specified in Section II.2 has not begun, on the last day of such person's employment or service. Should the rights and obligations arising from the stock option owner's employment or service be transferred to a new owner or holder, upon the employer's transfer of business, the proceedings shall be similar. As an exception to the above, the Board of Directors may, at its discretion, decide, when appropriate, that the stock option owner is entitled to keep such stock options, or a part of them.
The Board of Directors may decide on incorporation of the stock options 2015 into the book-entry securities system. Should the stock options having been incorporated into the book-entry securities system, the Company shall have the right to request and get transferred all forfeited stock options from the stock option owner's book-entry account on the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company shall be entitled to register transfer restrictions and other respective restrictions concerning the stock options on the stock option owner's book-entry account, without the consent of the stock option owner. A stock option owner shall, during his or her employment, service or thereafter, have no right to receive compensation on any grounds for stock options that have been forfeited in accordance with these terms and conditions.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for Shares
Each stock option entitles its owner to subscribe for one (1) new share in the Company. The share subscription price shall be credited to the reserve for invested unrestricted equity.
2. Share Subscription and Payment
The share subscription period shall be
- for stock option 2015A 1 January 2017—31 December 2018
- for stock option 2015B 1 January 2018—31 December 2019
- for stock option 2011C 1 January 2019—31 December 2020.
Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day.
Share subscriptions shall take place at the head office of the Company or possibly at another location and in the manner determined later. Upon subscription, payment for the shares subscribed for, shall be made to the bank account designated by the Company. The Board of Directors shall decide on all measures concerning the share subscription.
3. Share Subscription Price
The share subscription price shall be:
- for stock option 2015A, the trade volume weighted five months’ average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 March—31 July 2015 expressed to three decimal places
- for stock option 2015B, the trade volume weighted five months’ average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 March—31 July 2016 expressed to three decimal places
- for stock option 2015C, the trade volume weighted five months’ average quotation of the share on NASDAQ OMX Helsinki Ltd during 1 March—31 July 2017 expressed to three decimal places.
Should the dividend ex date fall on the period for determination of the share subscription price, such dividend shall be added to the trading prices of the share trading made as from the dividend ex date, when calculating the trade volume weighted average quotation of the share. Should the Company distribute assets from reserves of unrestricted equity, or distribute share capital to the shareholders, the proceedings shall be similar. The share subscription price of the stock options may be decreased in certain cases mentioned in Sections 6 and 7 below. The share subscription price shall, nevertheless, always amount to at least EUR 0.01.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered on the book-entry account of the subscriber.
5. Shareholder Rights
The dividend rights of the new shares and other shareholder rights shall commence after the shares have been entered into the Trade Register. Should existing shares, held by the Company, be given to the Subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights after the shares having been registered on his or her book-entry account.
6. Share Issues, Stock Options and Other Special Rights entitling to Shares before Share Subscription
Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares, so that the shareholders have pre-emptive right to subscription, a stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription prices or both of these.
7. Rights in Certain Cases
Should the Company distribute dividends or similar assets from reserves of unrestricted equity, from the share subscription price of the stock options, shall be deducted the amount of the dividend or the amount of the distributable unrestricted equity decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the dividend record date or the record date of the repayment of equity.
Should the Company reduce its share capital by distributing share capital to the shareholders, from the hare subscription price of the stock options, shall be deducted the amount of the distributable share capital decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the record date of the repayment of share capital. Should the Company be placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his or her share subscription right, within a period of time determined by the Board of Directors. Should the Company be deregistrated, before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder.
Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the stock option owners shall, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for shares with their stock options, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors may give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell stock options prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. In the above situations, the stock option owners shall have no right to require that the Company redeem the stock options from them at their market value. Acquisition or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the stock option owner. Should the Company, however, resolve to acquire or redeem its own shares from all shareholders, the stock option owners shall be made an equivalent offer.
Should a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Limited Liability Companies Act, arise to any of the shareholders, prior to the end of
the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes of the shares of the Company, the stock option owners shall be given a possibility to exercise their right of share subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or the stock option owners shall have an equal obligation to that of shareholders to transfer their stock options to the redeemer, although the transfer right defined in Section I.5 above had not begun.
III OTHER MATTERS
These terms and conditions shall be governed by the laws of Finland. Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce by one single arbitrator.
The Board of Directors may decide on the technical amendments resulting from incorporation of stock options into the book-entry securities system, to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered as essential. Other matters related to the stock options shall be decided on by the Board of Directors.
Should the stock option owner act against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company shall be entitled to gratuitously withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, from the stock option owner.
The Company may maintain a register of the stock option owners to which the stock option owners' personal data is recorded. The Company may send all announcements regarding the stock options to the stock option owners by e-mail.
These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the Finnish shall prevail.