Valoe Corporation                     Interim Report                                                         6 November 2019

VALOE INTERIM REPORT 1 JANUARY – 30 SEPTEMBER 2019 

SUMMARY

–          Valoe Corporation (“Valoe”) disclosed on 24 September 2019 that the company has resolved on a directed share issue in order to cover the working capital needs of the company, to finance the strategic investments of the company and to improve the financial performance of the company. Further, on 24 September 2019, the company published the prospectus of Valoe pursuant to the Securities Market Act regarding the offering of new shares in the company and admission to trading at Nasdaq Helsinki Oy. In total 79,403,553 new shares were acceptably subscribed in the offering. The subscription price for in total 38,337,744 of the new shares subscribed was paid in cash and the subscription price for in total 41,065,809 of the new shares subscribed was paid by offsetting indisputable receivables. Thus, the company collected in the offering in total approximately EUR 3.45 million new capital before fees and costs and the indebtedness of the company decreased approximately by EUR 3.70 million.

–          Valoe disclosed a guidance regarding the market outlook and estimated that Valoe Group’s cash flow will turn positive already during the Lithuanian factory’s first year of operation in 2020 provided that the company is able to collect sufficient funding to finish the solar cell production plant investment in Lithuania and the company’s delivery agreements for IBC technology materialize as planned and achieve the estimated profitability.

–          The acquisition of the solar cell production business of JCS SoliTek R&D (“Solitek”) between Valoe and Lithuanian Global BOD Group SIA (“BOD”) was completed and the title and the ownership of the solar cell factory was transferred to Valoe after the end of the reporting period in October 2019. Valoe paid BOD EUR 0.5 million of the purchasing price with a convertible bond and the rest of the purchase price, i.e. EUR 1.1 million, shall be paid by 30 November 2019.

–          During the reporting period, Valoe commenced modification work at the solar cell factory in Lithuania. Valoe is building a new IBC cell production factory in Vilnius by combining the cell production line Valoe now acquired from BOD with the cell production line Valoe purchased from Italy last year. The IBC cell production is expected to start in early 2020.

–          During the reporting period, Valoe continued its sales cooperation with ForUs Capital Oy (“ForUs Capital”). In July, Valoe received two orders from ForUs Capital for delivering solar power plants to Finland; the first order totaled approximately EUR 1.2 million and the second one approximately EUR 0.4 million. ForUs Capital sells electricity generated by the solar power plants to its own partners. The solar power plants will be delivered during 2019 and 2020.  

–          In August 2019, Valoe signed an IBC Cells Supply Agreement with a major US customer. The value of the Agreement for 2020 is approximately USD 12 million. The parties have agreed not to disclose the name of the customer for the time being. Valoe intends to manufacture the IBC cells in the Lithuanian solar cell plant.

–          Pursuant to the estimates available to the company, the company’s financial situation and working capital situation will remain very tight in 2019. Valoe will require new funding e.g. to pay the rest of the purchase price of SoliTek’s solar cell production business and to finish the IBC technology investment. Valoe has ongoing financial negotiations with several parties.

–          During the reporting period, the net sales of Valoe Group, under the IFRS standards, decreased by 79.0 percent. The net sales were EUR 0.2 million (in 2018 EUR 1.0 million). The EBIT was EUR -2.2 million (EUR -2.0 million), the profit for the period was EUR -4.0 million (EUR -3.3 million), undiluted earnings per share were EUR -0.19 (EUR -0.23) and the EBITDA EUR -1.1 million (EUR -1.1 million).

-More information on principle activities and events during and after the reporting period can be found in the stock exchange releases published on Valoe’s website at www.valoe. The Interim Report has been drawn up in compliance with the IAS 34 Interim Financial Reporting standard. In the Interim Report Valoe has applied the same accounting principles as in its Annual Report 2018. The Interim Report has not been audited.

FINANCIAL DEVELOPMENT

In July 2019, Valoe has, on the basis of the financing arrangement between the Company and Winance approved on 19 December 2018, resolved on the issuance of a maximum of 10,000,000 new shares to the company itself without consideration.  The subscription period for the new shares commenced on 15 July 2019 and shall end on 15 July 2020. The company has on 15 July 2019 subscribed in total 2,050,000 new shares and on 9 August 2019 in total 3,065,000 new shares in the share issue. The new shares may be used solely to the implementation of the financing arrangement and to the extent it is not necessary to issue new shares subscribed by the company to Winance Investment, the company shall annul the shares. As per the date of this Interim Report, Valoe has drawn down a total of EUR 1.0 million from the financing facility.

In July 2019 Valoe disclosed on the share subscription based on the conversion of the promissory notes issued under the Company‘s convertible bond 1/2019. The lenders of the convertible bond 1/2019 subscribed in total 11,565,864 new shares (the “New Shares”) in the Company by converting the promissory notes into the New Shares. The subscription price of the shares was entered in entirety into the Company‘s invested non-restricted equity fund and thus the share capital of the company was not increased in connection with the share subscription. A total amount of EUR 1,700,000 of the loan capital of the convertible bond 1/2019 was converted to the new shares in the share subscription and thus the convertible bond 1/2019 decreased by EUR 1,700,000. In total 7,747,112 new shares can be subscribed by executing the conversion right under the convertible bond 1/2019.

During the reporting period, the company commenced preparing a directed share issue in order to cover the working capital needs of the company, to finance the strategic investments of the company and to strengthen the financial situation of the Company. On 24 September 2019, the company published the prospectus of Valoe pursuant to the Securities Market Act regarding the offering of 111,111,111 new shares and admission to trading of in total 3,700,000 new shares in the company at Nasdaq Helsinki Oy. Further, the company resolved on the basis of the authorization granted to it by the company‘s general meeting held on 5 September 2019 on a directed share issue in which a total of 79,403,553 new shares were acceptably subscribed. The subscription price for in total 38,337,744 of the new shares subscribed was paid in cash and the subscription price for in total 41,065,809 of the new shares subscribed was paid by way of set-off. Thus, the company collected in the Offering in total approximately EUR 3.45 million new capital before fees and costs and the indebtedness of the company decreased in total approximately by EUR 3.70 million.

Valoe has a product development loan from Business Finland (prev. Tekes) in the amount of EUR 4.1 million out of which the company had withdrawn a total of EUR 3.3 million by the end of the reporting period. As per the date of this Interim Report there is still a total of EUR 0.8 million to be withdrawn.

On 27 March 2019 Valoe disclosed to have been informed that a research project, called HighLite, of a consortium which Valoe belongs to has been selected for the European Union’s Horizon 2020 funding. Valoe’s share in the project is approximately EUR two million for which the EU provides a grant of EUR 1.4 million. The Valoe estimates it will be able to withdraw approximately EUR 0.6 million in advance as the project commences in October 2019 and approximately EUR 0.3 million in March 2020. 

The acquisition of the solar cell production business of JCS SoliTek R&D (“Solitek”) on which Valoe and Lithuanian Global BOD Group SIA (“BOD”) agreed in February 2019 was completed and the title and the ownership of the solar cell factory was transferred to Valoe after the end of the reporting period in October 2019. As disclosed, before the completion of the deal, SoliTek’s solar cell production business was demerged into a new Lithuanian company which Valoe acquired at the completion of the deal and which SoliTek transferred all the assets, knowhow and the key personnel related to its solar cell production business to. The name of the new company is UAB Saules Elementu Gamyba. Valoe paid BOD EUR 0.5 million of the purchasing price with a convertible bond and the rest of the purchase price, i.e. EUR 1.1 million, shall be paid by 30 November 2019.

The aforesaid said company Valoe bought takes part in the Horizon 2020 HighLight project. EU shall provide the company with a grant that is estimated to be approximately EUR 0.6 million for the company share.

During the reporting period Valoe commenced modification work at the solar cell factory in Lithuania. Valoe is building a new IBC cell production factory in Vilnius by combining the cell production line Valoe now acquired from BOD with the cell production line Valoe purchased from Italy last year. The IBC cell production is expected to start in early 2020.

During the reporting period Valoe continued its sales cooperation with ForUs Capital Oy (“ForUs Capital”). In early July, Valoe received two orders from ForUs Capital for delivering solar power plants to Finland; the first order totaled approximately EUR 1.2 million and the second one approximately EUR 0.4 million. ForUs Capital sells electricity generated by the solar power plants to its own partners. The solar power plants will be delivered during 2019 and 2020. 

In August 2019, Valoe signed an IBC Cells Supply Agreement with a major US customer. The value of the Agreement for 2020 is approximately USD 12 million. The parties have agreed not to disclose the name of the customer for the time being. Valoe intends to manufacture the IBC cells in the Lithuanian solar cell plant. Provided that the company’s delivery agreements for IBC technology materialize as planned the cells supply agreement is expected to turn Valoe Group’s cash flow positive already during the plant’s first year of operation in 2020.

Although the profit and loss effects of the Ethiopian project was removed from Valoe’s books during the financial year 2016, the Ethiopian project is continued in terms of operations and the company will resume recognizing revenue based on percentage of completion when the performance obligations under the IAS have been satisfied. Valoe sees that one of the most important requirements is the opening of a EUR 9.5 million Irrevocable Letter of Credit in a bank approved by Valoe or a significant cash payment from the customer. The company may need to pledge a security for cash payment, as usual in export business.

Pursuant to the estimates available to the company, the company’s financial situation and working capital situation will remain very tight in 2019. Valoe will require new funding e.g. to pay the rest of the purchase price of SoliTek’s solar cell production business and to finish the IBC technology investment. Valoe has ongoing financial negotiations with several parties. On 5 November 2019 the company resolved to issue a convertible bond of EUR 3.5 million at the most. The convertible bond is a capital loan. The convertible bond can be converted to max. 38,888,888 new shares of the company. The subscription price is EUR 0.09 per share. The purpose of the convertible bond is to collect more financing to execute the company’s business plan.

The following financials include Valoe Group’s operations. The figures in brackets are comparison figures for the corresponding period in 2018, unless stated otherwise. During the financial years 2017 and 2018, the company has not reported the discontinued operations in its profit and loss statement but there are liabilities related to the discontinued operations in the company’s balance sheet.  

July – September 2019:

– Valoe Group’s net sales decreased by 81.3 percent to EUR 0.1 million (In 2018: EUR 0.5 million).
– EBITDA was EUR -0.4 million (EUR -0.4 million).
– Operating profit was EUR -0.7 million (EUR -0.7 million).
– The profit before taxes was EUR -1.4 million (EUR -1.2 million).
– Profit for the period was EUR -1.4 million (EUR -1.2 million).
– Undiluted earnings per share were EUR -0.06 (EUR -0.08).

January – September 2019:

– Valoe Group’s net sales decreased by 79.0 percent to EUR 0.2 million (In 2018: EUR 1.0 million).
– EBITDA was EUR -1.1 million (EUR -1.1 million).
– Operating profit was EUR -2.2 million (EUR -2.0 million).
– The profit before taxes was EUR -4.0 million (EUR -3.3 million).
– Profit for the period was EUR -4.0 million (EUR -3.3 million).
– Undiluted earnings per share were EUR -0.19 (EUR -0.23).

MANAGING DIRETOR’S REPORT

Valoe is finally ready for growth and the company’s start-up phase is about to end as the Lithuanian cell factory project is finished. Customers interested in the company‘s new products have strongly encouraged Valoe to launch new products as soon as possible. The most concrete example of interest is the cell supply agreement signed on 15 August 2019 for the delivery of IBC cells to a US customer. Valoe is also involved in a promising development project for developing odd-form modules with the IBC technology for the automotive industry.

During the third quarter, Valoe’s power plant deliveries to Finland were practically stopped. However, in July the company received new power plant orders from Forus Capital totaling EUR 1.6 million. Most of these orders are pre-orders for Chrystal Twin IBC modules and will not be delivered until the financial year 2020.

Valoe’s research and development were fully operational throughout the quarter and the company introduced several product prototypes during the reporting period. The commercialization of the products will begin in the financial year 2019. Such products include, in addition to the pre-sold Chrystal and Chrystal Twin IBC modules, so-called odd-form modules developed for the automotive and logistics industries. Additionally, the company has already signed IBC cells supply agreements too.

Valoe‘s main short-term goal is to introduce the first Zebra IBC cell manufactured at its own cell factory in Lithuania to customers and start preparing deliveries to generate positive cash flow in 2020.

The company‘s new products currently in the prototype phase are based on development work done in cooperation with ISC Konstaz in Vilnius. The acquisition of the Vilnius factory was only completed on 28 October 2019 with the proceeds gained from the share issue. Until the deal was completed the modification and development work could not continue and most of the company‘s management focused on obtaining the financing needed to complete the transaction. At the date of this Interim Report, Valoe possesses the equipment and infrastructure necessary to carry out the company’s future business plans. Further, the factory‘s modifications and the IBC cell development are again in full swing.

The result of the share issue arranged in October 2019 enables Valoe to continue with its strategy of growth and world-class technology. Although the main objectives of the offering were achieved, Valoe will continue to operate in a very tight financial position with very limited working capital as long as the target cash amount of approximately EUR seven million has been raised. The company’s goal is to cover the financing gap and the shortfall in working capital through new convertible bonds, other investments or investments that do not increase the company’s indebtedness.

VALOE’S STRATEGY

Valoe operates in industries applying clean energy technology and provides high-tech products, applications, and services worldwide. Valoe specializes in applications related to the utilization of renewable energy, especially solar energy. In all its operations, Valoe strives to replace fossil fuels with solar energy and thus contribute to climate change.

Valoe’s operations are based on its expertise in materials technology, versatile use of laser technology, automation, and robotization.

Based on Valoe’s strategy the company has the following four service and product concepts:

1. SALES AND SUPPLY OF PHOTOVOLTAIC MODULES AND SYSTEMS (MODULES)

Sales of modules and small photovoltaic systems are Valoe’s most visible product group. All Valoe’s PV modules are manufactured at the company’s module factory in Mikkeli for the time being. They are delivered to the company’s distributors and manufacturing partners. Further, the company sells and provides solar power plants and systems directly to its customers in Finland and abroad.

Current Status of the MODULES Concept:

Valoe has enhanced the sale of its modules and solar systems in Finland by building sales channels for its products systematically. ForUs Capital Oy, which specializes in the sales of electricity produced from renewable sources, has been Valoe‘s most important customer during 2019 and Valoe has used a major part of its sales resources to support ForUs Capital‘s sales to Finnish property owners, production companies and communities.

The cornerstone of Valoe‘s strategy is the IBC technology and solar cells and modules based on it. The company intends to replace the currently sold and well-functioning Chrome II module with Chrystal Twin IBC module, a new module including IBC cells. Provided that the required funding is secured, the machinery and equipment at the Mikkeli factory are to be modernized in early 2020 for the production of the Chrystal module family. After the investment, the Mikkeli factory will use only IBC cells manufactured in Lithuania for its modules.

Outlook for the MODULES Concept:

The company‘s goal is to introduce lightweight, flexible and efficient odd-form modules with polymer and composite structures into the new solar module market. The company started developing odd-form modules together with its customers in 2018. Such modules could be used, for example, in vehicles, for off-site energy needs for logistics chains, or in aviation and aerospace applications. In these environments, energy supply problems have generally been solved in very expensive and less environmentally friendly ways, and there is no normal competition in the market. A solar power system must have very high efficiency combined with efficient space usage in order to succeed in this market. Valoe believes that the company’s back technology and IBC cells together provide Valoe with good conditions for developing photovoltaic applications for these markets.

In the long run, Valoe will include technologies related to energy storage and fuel cells as well as technologies increasing the general usage of solar electricity in the company’s offering. With regard to the expertise in these technologies, Valoe will cooperate with its technology partners.   

2. DEVELOPMENT AND SALES OF PRODUCTION LINES AND RELATED COMPONENTS (PRODUCTION LINES)

Manufacturers operating in the developing markets like China are typical investors for new module manufacturing production lines. These Valoe’s potential customers are now manufacturers of traditional H-patterns modules. According to the information available to Valoe many of the manufacturers are going to start manufacturing next generation back modules. In most cases these customers have use their own module manufacturing recipe and need only single equipment or production lines. Valoe estimates that the typical price of single equipment or a production line for back modules is EUR 4 – 8 million. A piece of single production equipment costs EUR 0.3 – 1.0 million.

 Outlook for the PRODUCTION LINES Concept:

Valoe continues its development work in order to increase the efficiency of the production technology for back modules. Valoe has enhanced its module production technology sales and promising s with potential customers have been established. Valoe believes that in the future it will also be able to supply production lines to the customers starting to use Valoe’s odd-form modules.

3. MANUFACTURING PARTNER NETWORK  (PARTNERS)

Valoe’s strategic goal is to sign manufacturing partnership agreements or technology licensing agreements with solar module manufacturers who as newcomers on the market would commit themselves to Valoe’s production technology and to using components designed for Valoe’s back technology. Valoe provides a partner with a turnkey delivery project; secures the availability of components for a partner either by manufacturing components by itself or by procuring required components from elsewhere; and as a technology partner commits itself to minority shareholding in a manufacturing company. Manufacturing partners pursued by Valoe may operate e.g. on developing markets and produce solar energy modules for local and nearby markets. Value of a typical turnkey plant delivery is more than ten million euros.

Current Status of the PARTNERS Concept:

Valoe signed its first manufacturing partnership agreement with Ethiopian LS Corp in 2016. However, the technology delivery based on the agreement has not yet been executed as per the date of this Interim Report.

On the basis of the early stages of the Ethiopian project, Valoe has gained valuable information on costs and profitability for future solar plant deliveries and projects. Valoe’s manufacturing plant concept, equipment, technology and deliveries are standardized and with the experience gained in the first project the profitability of the following project deliveries can be expected to be good. Further, each delivered manufacturing plant or production line generates to Valoe continuous profitable business through component sales. Valoe’s objective is that only Valoe’s components are used at the manufacturing plants and production lines Valoe has delivered. The product certificates Valoe has applied for on behalf of a customer are valid only if the customer uses components approved by Valoe. Valoe’s growth strategy is based on signing manufacturing partnership agreements.

Outlook for the PARTNERS Concept:

Valoe is aiming to sign at least 10 manufacturing partnership contracts. After achieving this amount of partnerships, Valoe’s partnership network is so wide that even the biggest solar module manufacturers will not remarkably benefit from the advantage of economies of scale e.g. in raw materials purchases compared to Valoe’s network.

There is clear interest in Valoe‘s partner concept. Partnership agreements are constantly being negotiated. Based on its experience, Valoe assesses how the terms of partnership agreements should be modified and sales targeted to reach agreements with parties having real earning potential.

4. MODULE COMPONENTS SALES MAINLY TO MANUFACTURING PARTNERS (COMPONENTS)

Special components are the most important part in Valoe’s strategy in terms of net sales potential. Valoe’s first component is Conductive Back Sheet (CBS) that has been developed by the company. Based on current estimation, considering price level in the near future, each production line will annually require back sheets worth approximately 5 – 11 million Euros.

In the future, Valoe plans to provide its manufacturing partners and other customers also with the company’s solar cells based on the IBC technology and possibly also other special components. According to the company‘s estimates, a full-sized module factory could buy Valoe cells for about EUR 18 – 25 million annually.

Current Status of the COMPONENTS Concept:

Valoe has signed its first cell supply agreement worth about USD 12 million annually for IBC cells manufactured in Vilnius. The agreement supports Valoe‘s understanding of the price level of the IBC cells.

Outlook for the COMPONENTS Concept:

Given the company’s need for cells for its own standard modules and odd-form modules, Valoe estimates that demand for IBC cells manufactured in its Lithuanian factory will soon exceed Valoe‘s production capacity, provided production starts as expected. Valoe should consider and decide which business model would be best for it if demand exceeds the company’s production capacity.

MARKET CONDITIONS

The competitiveness of solar electricity, compared to fossil fuels and other renewable energy sources, will continue increasing faster and faster. Already in 2018, the production cost of solar electricity was below the cost of traditional electricity production in many geographical areas. According to the ITRPV 2019 report, the annual market now worth around EUR 100 billion, excluding electricity sales, is projected to grow annually by about 20 percent over the next 30 years. By 2029, the market share of the back modules is estimated to grow from a few percent to about one-third of the total market, i.e. to about EUR 150 billion annually.

Valoe‘s entire strategy is based on having the cell that is one of the most efficient cells in the growing market and combining it with the back technology used by Valoe and gaining more market share.

According to forecasts, the share of solar energy in transport energy consumption will increase significantly. Solar modules will be integrated for example in cars. Valoe develops odd-form modules with IBC cells just for this type of applications.

Valoe is prepared for its competitors introducing their own back modules and other innovations in the near future. The companies that will succeed in price competition will continue decreasing the prices of their standard products based on sales volumes and increasing production capacity and will continue worldwide price war.

According to Valoe’s view, the prices of low-end modules will unlikely rise. Thus, Valoe is focusing on developing production technology for next generation cells and modules. In the high-end price categories ’s price reduction has not been as remarkable. Valoe views that the most favorable markets for the company are those where the turnover generated is not of interest to major manufacturers and where technological innovations are more important than price. Generally, Valoe‘s business models are always based on locally generated solar power, whether it concerns a geographical area or electrical machine or equipment. Thus, the natural geographical markets for Valoe are countries and regions with incomplete or malfunctioning grid. Such areas exist primarily in Africa, but also in Asia and South America. On the other hand, Valoe is aiming to apply its technology by integrating a module into an electrical appliance or even clothing.

Valoe provides production technology to all companies interested in back modules, e.g. large and often national solar energy projects; module subcontractors; and/or original equipment manufacturers. However, the tough price competition may hinder a Valoe-sized company to succeed, regardless of quality or technical advantages.

Valoe views that diversified local production will increase significantly in the near future. However, Valoe is not aiming at becoming a local manufacturer but when the company decides to enter into new geographical area it always seeks for a local partner and an investor for a solar module factory project. Valoe is responsible for production technology, product quality and development. Local investors and partners are responsible for project funding as well as marketing and product sales.

FINANCING

Valoe arranged a share issue from 27 September to 18 October 2019. The subscription price for in total 38,337,744 of the new shares subscribed was paid in cash and the subscription price for in total 41,065,809 of the new shares subscribed was paid by way of set-off. Thus, the company collected in the offering in total approximately EUR 3.45 million new capital before fees and costs and the indebtedness of the company decreased in total approximately by EUR 3.70 million.

In March 2019 Valoe disclosed to have been informed that a research project of a consortium which Valoe belongs to has been selected for the European Union’s Horizon 2020 funding.  The objective of the research project is to substantially improve the competitiveness of the EU PV manufacturing industry by developing manufacturing solutions for high-performance and low-cost modules with excellent environmental profiles. The project duration is 36 months and the project’s budget totals approximately EUR 15 million. The partners in the consortium include Europe’s leading research institutes specialising in solar energy and related solutions as well as the leading materials technology companies. Valoe is the only solar cell manufacturer in the project. Valoe’s share in the project is approximately EUR two million for which the EU provides a grant of EUR 1.4 million. The share of Valoe’s Lithuanian subsidiary called UAB Saules Elementu Gamyba is estimated to be about EUR 0.8 million for which the EU is estimated to provide a grant of approximately EUR 0.6 million. The project commenced in October 2019.

Valoe has a product development loan from Business Finland in the amount of EUR 4.1 million out of which the company has withdrawn a total of EUR 2.9 million at the end of the reporting period. As per the date of this Interim Report there is a total of EUR 0.8 million to be withdrawn which the company expects to withdraw at the end of 2019.

As per the date of this Interim Report, the company has a financing facility of max. EUR 1.0 million from Winance Investment. 

According to Valoe’s Board of Directors, considering the available financing commitments and the proceeds collected in the offering, the company has sufficient working capital for its business operations according to the company’s strategy for the next 12 months. However, the company cannot materialize its entire investment plan and its financial position as well as the working capital situation continue to be very tight until the company is able to collect the targeted new capital in total about EUR 7 million out of which EUR 3.45 million was collected in the offering. 

Cash flow from business operations before investments in January – September was EUR -2.2 million (EUR -1.4 million). Trade receivables at the end of the reporting period were EUR 0.01 million (EUR 0.1 million). Net financial items amounted to EUR 1.8 million (EUR 1.3 million). At the end of September, the equity ratio of Valoe Group was -64.7 percent (-59.5 %) and equity per share was EUR -0.37 (EUR -0.48). The equity ratio including capital loans was -10.6 percent (-5.6 %). At the end of the reporting period, the Group’s liquid assets totaled EUR 0.002 million.

Valoe’s financial and other risks have been handled in the item “Risk management, Risks and Uncertainties” of this Interim Report.

RESEARCH AND DEVELOPMENT

Valoe invests heavily in its product development. The objective of Valoe‘s product development is that the energy produced by Valoe’s solar modules shall be the greenest as well as the cheapest energy on the market.  In addition, Valoe‘s goal is to produce a solar module with a life span of over 100 years.

The recent focus of Valoe’s research and development has been on a project relating to cell development and efficiency improvement as well as on development of IBC cells.

In February 2019, Valoe agreed to acquire the business of the Lithuanian solar cell manufacturer JCS SoliTek R&D, including Solitek’s cell plant. The acquisition of the solar cell production business was completed and the title and the ownership of the company owning e.g. the solar cell factory was today transferred to Valoe after the reporting period in October 2019. Valoe is building a new IBC solar cell factory in Vilnius, Lithuania, by combining the cell production line Valoe now acquired from BOD with the cell production line Valoe purchased from Italy last year. The installation work has been going on for months. It is estimated that the remaining work and cell testing will take about three months. The IBC cell production is expected to start in early 2020.

 In March 2019, a research project called HighLite was selected for the European Union’s Horizon 2020 funding. The project aims to bring Europe back to forefront of photovoltaic technology. This project is an excellent complement to Valoe’s IBC cell plant project. Valoe’s task in the project is to improve the performance of solar cells. Valoe’s share in the project is approximately EUR two million for which the EU provides a grant of EUR 1.4 million. The project commenced after the reporting period in October 2019.  The share of Valoe’s Lithuanian subsidiary called UAB Saules Elementu Gamyba is estimated to be about EUR 0.8 million for which the EU is expected to provide a grant of approximately EUR 0.6 million.

Valoe‘s product development and sales are increasingly focused on new solar power applications. Valoe develops flexible and light composite modules for new applications to be used in the automotive, aviation and aerospace industries among others. Whenever such a new application is introduced, Valoe will have a chance to cooperate closely with its customer in product development and industrialization. Valoe views that in these situations, the company may have an opportunity to offer its own automation lines and possibly composite modules assembly as a manufacturing partner.

In addition to solar cell development, the structure of Valoe‘s standard modules needs to be redesigned to utilize the features of a bifacial IBC cell in the best possible way. Valoe‘s module factory in Mikkeli has a key role in the company‘s research and development. Valoe‘s goal is to increase the capacity of the Mikkeli factory and to modify the factory for the production of the Chrystal IBC module family in a way that the factory produces enough modules for the market to enable Valoe to leverage field experience to develop its technology and ensure competitiveness.

Valoe is investing in research and development in collaboration with the global leaders in the field of photovoltaic technology. Over the past three years, Valoe has created a partner network with which the company develops its products and technology to implement the next phase of the company’s growth strategy. During the previous financial year, Valoe signed a development and technology transfer agreement with ISC Konstanz.

Valoe’s other main technology partners include Energy Research Centre of the Netherlands (ECN) that now belongs to TNO, and Fraunhofer Institute for Solar Energy Systems (Fraunhofer ISE). In the Horizon HighLite project Valoe will be able to utilize the knowledge and experience of IMEC in Belgium, CEA and Ines in France, CSEM in Switzerland and leading universities in a number of countries. Further, Valoe will be able to work with some of the world‘s most renowned materials technology companies.

Additionally, Valoe focuses on developing the production line concept. Equipment and machinery needed in automated module manufacturing process are based on Valoe’s own innovations and designed by Valoe. Valoe is aiming at protecting its innovations in all important geographical areas.

The Group’s research and development costs during the reporting period amounted to EUR 1.2 million (EUR 0.9 million).

Valoe has received significant funding for its product development from Business Finland and for the HighLite project.

INVESTMENTS

Gross investments in the continuing operations during January – September period amounted to EUR 0.6 million (EUR 3.2 million). The investments on the reporting period as well as on the corresponding period were mainly in development costs.

PERSONNEL

At the end of September 2019, the Group employed 24 (24) people, who all worked in Finland. During the reporting period the Group’s salaries and fees totaled EUR 1.0 million (EUR 0.9 million).

SHARES AND SHAREHOLDERS

At the end of the reporting period Valoe’s share capital amounted to EUR 80,000.00 and the number of shares was 35,220,835. The company has one series of shares, which confer equal rights in the company. On 30 September 2019 Valoe had in total 146,088 treasury shares.

The company had a total of 8,045 shareholders at the end of September 2019, and 4.4 percent of the shares were owned by foreigners. The ten largest shareholders held 51.4 percent of the company’s shares on 30 September 2019.

The largest shareholders on 30 September 2019

  sharespercent1IIKKA SAVISALO2 770 9227,92OLLILA JORMA JAAKKO2 303 4186,53OY HERTTAÄSSÄ AB2 152 4706,14GASELLI CAPITAL OY2 040 5175,85SCI-FINANCE OY1 865 0475,36OY INGMAN FINANCE AB1 834 1415,27SAVCOR COMMUNICATIONS LTD PTY1 459 2354,18SAVCOR INVEST B.V.1 323 7523,89SAVCOR TECHNOLOGIES OY1 284 7013,710SAVCOR GROUP OY1 071 5113,0 OTHERS17 115 12148,6 TOTAL35 220 835100,00

The members of the Board of Directors and the President and CEO, either directly or through companies under their control, held a total of 8,739,669 shares in the company on 30 September 2019, representing about 24.8 percent of the company’s shares. Additionally, the members of the Board of Directors and the President and CEO held a total of 232,540 options connected to the stock option scheme 2015. At the end of the period Iikka Savisalo, Valoe’s Managing Director, either directly or through companies under his control, held a total of 8,703,657 shares in the company and 81,620 options connected to the stock option scheme 2015.

The price of Valoe’s share varied between EUR 0.09 and 0.80 during the January – September period. The average price was EUR 0.19 and the closing price at the end of September EUR 0.25. A total of 23.5 million Valoe shares were traded at a value of EUR 4.5 million during the January – September period. The company’s market capitalization at the end of September stood at EUR 8.7 million.

SHARE ISSUE AUTHORIZATIONS IN FORCE

The company has a share issue authorization in force granted by the Annual General Meeting held on 24 May 2019 according to which the Board of Directors is entitled to resolve 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 50,000,000 shares. The Board of Directors is authorized to decide on all terms of a share issue and option rights and other rights entitling to 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. The authorization is in force until 30 June 2020.

By the date of this Interim Report the Board of Directors has resolved on issues of a total of 25,000,000 shares based on the authorization.

The company has a share issue authorization in force granted by the Annual General Meeting held on 5 September 2019 according to which the Board of Directors is entitled 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, equals to the 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. 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. The authorization shall not revoke any previous authorizations. The authorization is in force until 30 June 2020.

By the date of this Interim Report the Board of Directors has resolved on issues of a total of 123,847,997 shares based on the authorization.

THE MAJOR EVENTS DURING THE REPORTING PERIOD

1 July 2019:  VALOE CORPORATION RECEIVED AN CA. EUR 1.2 MILLION ORDER FOR SOLAR POWER PLANT DELIVERIES

Valoe Corporation (“Valoe”) has received an order from ForUs Capital Oy (“ForUs Capital”) for delivering solar power plants worth a total of ca. EUR 1.2 million to Finland. ForUs Capital sells electricity generated by the solar power plants to its own partners. The solar power plants will be delivered mainly during 2020. The modules supplied for the power plants are Valoe Chrystal Twin modules which are bifacial glass-glass modules with IBC cells.

ForUs Capital sells electricity generated by the solar power plants delivered by Valoe to a large international property owner and SE Mäkinen Logistics Oy. All sites locate in Finland.

Iiro Mäkinen, Managing Director of SE Mäkinen Logistics Oy: ”SE Mäkinen is known as a pioneer within its field of business and also wants to be one of the first companies to adopt future solar technology designed and manufactured in Finland.”

Eero Oksanen, Managing Director of ForUs Capital Oy: ”We look forward to seeing how much bifacial modules and IBC cells will increase the capacity of the power plants compared to traditional polycrystalline modules!”

8 July 2019:  VALOE CORPORATION RECEIVED A CA. EUR 0.4 MILLION ORDER FOR SOLAR POWER PLANT DELIVERIES

Valoe Corporation (“Valoe”) has received an order from ForUs Capital Oy (“ForUs Capital”) for delivering solar power plants worth a total of ca. EUR 0.4 million to the properties owned by Osuuskauppa Suur-Savo in Eastern Finland. ForUs Capital sells electricity generated by the solar power plants to Osuuskauppa Suur-Savo. The solar power plants will be delivered mainly during 2019.

15 July 2019:  ISSUE OF NEW SHARES IN VALOE CORPORATION WITHOUT CONSIDERATION TO THE COMPANY ITSELF

The Board of Directors of Valoe Corporation (the “Company”) has, on the basis of the financing arrangement between the Company and Winance Investment approved on 19 December 2018 resolved on the issuance of a maximum of 10,000,000 new shares to the Company itself without consideration. The subscription period for the new shares commenced on 15 July 2019 and shall end on 15 July 2020. New shares can be subscribed in tranches at any time during the subscription period as resolved by the Board of Directors of the Company, however, subject to total amount of treasury shares held by or pledged by the Company not exceeding 1/10 of all the shares in the Company at any time, as required under Chapter 15, Section 11 of the Companies Act.

The share issue without consideration to the Company itself is conducted in order to implement part of the financing arrangement referred to above. The new shares may be used solely to the implementation of the financing arrangement so that the Company may issue the new shares held by it to Winance Investment when Winance investment subscribes shares on the basis of the convertible loans and warranties granted to it under the said financing arrangement. To the extent it is not necessary to issue new shares subscribed by the Company to Winance Investment, the Company shall annul the shares.

The new shares are of the same class as the Company’s other shares and entitle to the same shareholder rights as the Company’s old shares after their registration.

The Company has on 15 July 2019 subscribed in total 2,050,000 new shares in the share issue (“Subscribed Shares”).

After the registration of the Subscribed Shares in the trade register, the total number of the shares in the Company is 20,589,971 shares of which 2,055,553 shares are held by the Company.

The Subscribed Shares are estimated to be registered in the trade register approximately on 22 July 2019 and the Company shall apply for the admission of the Subscribed Shares to public trading on the stock exchange list of Nasdaq Helsinki Ltd approximately by the end of July 2019.

18 July 2019:  VALOE CORPORATION‘S SHARE SUBSCRIPTION BASED ON CONVERTIBLE BOND 1/2019

The Board of Directors of Valoe Corporation (the “Company”) has resolved on the share subscription based on the conversion of the promissory notes issued under the Company‘s convertible bond 1/2019. In the said share subscription, the lenders of the convertible bond 1/2019 subscribed in total 11,565,864 new shares (the “New Shares”) in the Company by converting the promissory notes into the New Shares pursuant to the conversion requests delivered to the Company (the “Share Subscription”).

The terms of the convertible bond 1/2019 were disclosed as stock exchange release on 18 January 2019. One loan share of EUR 50,000 pursuant to the promissory note entitled the lender to subscribe for 333,333 New Shares of the Company. The subscription price of one New Share in the Company was EUR 0.15 per share. The subscription price was set on a level corresponding to the closing price of the Company‘s shares on a stock exchange on 16 January 2019 less 15 percent. The subscription price of a share was paid by way of set off against the unpaid capital of the convertible bond 1/2019.

The subscription price of the shares was entered in entirety into the Company‘s invested non-restricted equity fund and thus the share capital of the Company was not increased in connection with the Share Subscription. The New Shares shall have the similar rights with the Company‘s shares issued previously.

The Company shall apply for the registration of the New Shares with the Trade Register without delay. The Company expects the New Shares subscribed in the Share Subscription to be registered with the Trade Register approximately on 29 July 2019.

The New Shares shall be issued and recorded to the book-entry system maintained by Euroclear Finland Ltd first as interim shares representing the New Shares (the “Interim Shares”). The Interim Shares will not be applied to be admitted to trading on Nasdaq Helsinki Ltd. The Interim Shares will be combined with the Company‘s present class of shares (the ISIN code FI, trading symbol VALOE) when the New Shares have been admitted to trading. The New Shares are applied to be admitted to trading on the stock exchange list of Nasdaq Helsinki Ltd together with the other shares of the Company approximately by the end of July 2019 and the combination of the Interim Shares with the present share class of the Company is expected to occur by the end of July 2019, respectively.

The Company shall publish separately around 19 July 2019 a prospectus pursuant to the Finnish Securities Markets Act for the application of the New Shares and in total 2,050,000 new shares subscribed in the directed share issue without consideration to the Company itself disclosed on 15 July 2019 to trading on Nasdaq Helsinki Ltd.

After the registration of the New Shares in the Trade Register, the total number of the shares in the Company is 30,105,835 shares of which 5,553 shares are held by the Company, and taken into account the new shares subscribed in the share issue to the Company itself on 15 July 2019 not yet registered with the Trade Register, the total number of the shares in the Company is 32,155,835 shares.

A total amount of EUR 1,700,000 of the loan capital of the convertible bond 1/2019 was converted to the New Shares in the share subscription and thus the convertible bond 1/2019 decreased by EUR 1,700,000. In total 7,747,112 new shares can be subscribed by executing the conversion right under the convertible bond 1/2019.

19 July2019:  VALOE CORPORATION AND GLOBAL BOD GROUP HAVE AGREED ON AMENDMENTS TO THE TERMS OF THE ACQUISITION OF SOLAR CELL FACTORY IN LITHUANIA  AND STARTS PREPARATIONS FOR A SHARE ISSUE

Valoe Corporation (the “Company”) announced on 19 February 2019 that it has agreed to acquire the solar cell production business of JCS SoliTek R&D (“Solitek”) from Lithuanian Global BOD Group SIA (“BOD”).

The Company estimated the completion of the transaction to take place in connection with the payment of the remaining purchase price approximately in May 2019. To date, the Company has paid solely the initial purchase  price  of  EUR  0.3  million  and  the  completion  has  not  yet  occurred.  As  a  part  of  the  completion preparations,  the  solar  cell  business  of  SoliTek  has  been  remerged  into  anew  Lithuanian  company,  as previously disclosed.

The Company and BOD have now agreed on amendments of the terms regarding payment of the purchase price and completion as follows: the remaining purchase price in the amount of EUR 3.2 million shall be paidby  the  funds  to  be  collected  in  the  share  issue  contemplated  to  be  arranged  by  the  Company  during  the second half of the year 2019 by the end of September 2019. The completion of the acquisition would take place in connection with the payment of the remaining purchase price.

In case the Company has not paid the remaining purchase price in full but has paid at least EUR 2.8 million of the remaining purchase price by the end of September 2019, the full and unrestricted ownership of and title to the shares in the new Lithuanian company, to which the SoliTek has transferred assets, know-how and key personnel related to its solar cell business, shall transfer to the Company in proportion to the paid purchase price in  a way that in case EUR 2.8 million has beenpaid, the Company receives 70 % of the shares in the Lithuanian company. In such case the Company has 12 months‘ time to acquire the remaining shares in the Lithuanian company by paying the remaining purchase price plus interest of 10 % p.a. In case the Company  would not have paid at least EUR 2.8 million of the remaining purchase price by the end of September 2019, the acquisition shall be cancelled and the assets related to the solar cell factory sold.

In  addition  to  the  financing  of  the  remaining  purchase  price  for  the  said  acquisition,  the  Company  needs additional financing i.a. for the finalization of the construction of the new solar cell factory. The Company has since February 2019 constructed new solar cell factory by combining the cell factory previously acquired from Italy with SoliTek‘s factory to one modern production plant which will start product double-sided and high capacity IBC solar cells. 

In order to finance the remaining purchase price, its other strategic investments and working capital needs the Company has resolved to start preparations for a share issue contemplated to be  arranged during the second half of the year 2019 in which the Company intends to collect in total EUR 7.0 million of new capital.

19 July 2019: VALOE CORPORATION: PROSPECTUS REGARDING ADMISSIONTO TRADING OF IN TOTAL 13,615,864NEW SHARES IN THE COMPANY APPROVED

The  Financial  Supervisory  Authority  has  today  approved  the  prospectus(the  “Prospectus”)of  Valoe Corporation  (the  “Company”)pursuant  to  the  Finnish  Securities  Markets  Act  (746/2012,  as  amended)regarding admission  to  trading of  in  total 13,615,864 new  shares  in  the  Company.As  set  out  in  the  stock exchange release published by the Company on 18 July 2019, the Prospectus covers admission to trading of in total 2,050,000new shares subscribed by the Company in the directed share issue without consideration to the Company itself on 15 July 2019 and of in total 11,565,864 new shares subscribed by the lenders of the Company‘s convertible bond 1/2019 by converting the promissory noteson 18 July 2019.

In  this  release,  the  Company  discloses certain  information  related  to  the  financial situationandfinancing needs of the Company,as described in the Prospectus.

As  described  in  the  Prospectus,to the  understanding  of the  Company,  the amount  of Company‘s working capital is  not  sufficient  for  the  conduct  of  its  businessin  accordancewith  itsexpansion  driven  strategy (including  strategic  investments)  for  the  period  of  next  12  months. The  strategy  of  the  Company  covers expansion to the IBC solar cell technology, further development of such technology, starting of IBC solar cell production and carrying out other investments related thereto.

The  cumulative  cash  flow of the  Company  is  estimated to  be  approximately  EUR  1.5million  negative. The trade payablesdueon the date of the Prospectus amount to approximately EUR 1.6million. Other debts than equityinstruments to other parties than to the related parties of the Companyamount to approximately EUR 1.0million and other short-term debtsamount to approximately EUR 0.9million. The product development investmentsto  i.a.  solar  cell  technology  pursuant to  the  Company‘s  investment  plan amount  toEUR  6.0 millionfor the period of next 12 months.

To  the  understanding of  the  Company,in  addition to the utilization of the  existing  financial  commitments amounting to EUR 3.0 million in full, additional financing in theminimumamount of EUR 8.0millionis needed for the conduct of the business pursuant to its strategy.

The Company has existing financing commitments from Winance Investment in the amount of EUR 1.5 millionfor the purposes of enhancing its cash positionof which the Company estimates to withdrawapproximately EUR 1.5 million during the period of next 12 months.

Additionally,  the  Company  has  a  product  development  loan  related  to  the  ongoing  solar  cell  product development from Business Finland (former Tekes) of which the Company believes to be able to withdraw the remaining EUR 0.8 million in late 2019. Further, the Company is involved, as a participant to the European level consortium.in the research project belonging to the European Union‘s Horizon 2020 program of which the Company believes it can withdraw approximately EUR 0.7 million financing in or around in October 2019.

Additionally, the Company has negotiated on additional financing with its key shareholders and expects that in total  EUR  0.5  million  additional  financing  can  be  withdrawn  from  such  key  shareholders  by  the  end  of August 2019. Further, the Company believes that it is able to agree on the extension of the payment terms with respect to its existing short-term debts and liabilities amounting to EUR 0.5 million (existing short-term debts and liabilities amounting in total to EUR 5.0 million) so that such liabilities would not need to be settled during the period of next 12 months.

In order to cover its strategic investments and working capital deficit the Company contemplates to arrange a new share issue or to collect new capital by way of some other financing arrangement during the second half of 2019in which the Company intends to collect in total EUR 7.0million of new capital.

Should the Company not be able to collect sufficient funds to carry out its investments, the Company would be obliged to abandon its expansion driven strategy.

However,  the  Company  could  continue  its  basic  operations  as  a  company  selling  and  developing  new generation solar panel and cell technology provided that it would be able to finance the negative cumulative cash flow for such basic operations. Provided that the Company abandons all its investments and is able to utilize  existing  financingcommitments  in  full,  the  Company  assumes  to  be  able  to  finance  the  negative cumulative cash flow for the period of next 12 months.

The investors arerequestedtoreadentire contents of the Prospectus and particularly sections concerning description of the risks.

The Prospectus is available in Finnish language at the registered office of the Company at Insinöörinkatu 5, 50150 Mikkeli, during the customary office hours and in the electronic form on the website of the Company at www.valoe/sijoittajat.

9 August 2019: SUBSCRIPTION OF NEW SHARES IN VALOE CORPORATION

The Board of Directors of Valoe Corporation (the “Company”) has resolved to subscribe in total 3,065,000 new shares (“Subscribed Shares”) in the share issue without consideration resolved by the Company on 15 July 2019.

The share subscription is conducted in order to implement a part of the financing arrangement between the Company and Winance approved on 19 December 2018. The new shares may be used solely for the implementation of the financing arrangement so that the Company may issue the new shares held by it to Winance when Winance subscribes shares on the basis of the convertible loans and warrants granted to it under the said financing arrangement. To the extent it is not necessary to issue new shares subscribed by the Company to Winance, the Company shall annul the shares.

The new shares are of the same class as the Company’s other shares and entitle to the same shareholder rights as the Company’s old shares after their registration.

After the registration of the Subscribed Shares in the trade register, the total number of the shares in the Company is 35,220,835 shares of which 3,443,815 shares are held by the Company.

The Subscribed Shares are estimated to be registered in the trade register approximately on 14 August 2019 and the Company shall apply for the admission of the Subscribed Shares to public trading on the stock exchange list of Nasdaq Helsinki Ltd approximately on 15 August 2019.

15 August 2019: VALOE SIGNED A USD 12 MILLION IBC CELLS SUPPLY AGREEMENT         
 
Valoe Corporation (“Company”) has signed an IBC (Interdigitated Back ) Cells Supply Agreement with a major US customer. The value of the Agreement for 2020 is approximately USD 12 million. The parties have agreed not to disclose the name of the customer for the time being.

Valoe intends to manufacture the bifacial and high-efficient IBC cells in the Lithuanian solar cell plant that is being modified for IBC cells production. On 19 February 2019 Valoe announced that it has agreed to acquire the solar cell production business of JCS SoliTek R&D (“Solitek”) from Lithuanian Global BOD Group SIA (“BOD”). A part of the purchase price amounting to EUR 3.2 million has not yet been paid. Valoe intends to finance the payment of the remaining purchase price and the modernization of the plant with a share issue planned for September 2019. Valoe disclosed on 19 July 2019 that is has started the preparations of the share issue. 

Provided that the share issue disclosed by Valoe will be successful the Cells Supply Agreement is estimated to turn the cashflow of the Lithuanian IBC Cell plant positive already during the plant’s first year of operation, in 2020.

In addition to customary terms of such contracts, either party may terminate the Agreement if the parties fail to agree on revised prices during two consecutive quarterly price negotiations, or if Valoe is not able to meet mutually agreed quality or delivery targets.

Under the Agreement, Valoe will provide the customer with IBC Cells manufactured in its plant in Lithuania from the beginning of 2020. The initial term of the Agreement lasts until the end of 2020 after which the parties will negotiate the terms of an extension period. Pursuant to the Agreement, the cell prices are based on the market prices and the parties have agreed on an initial price. Further, the parties have agreed on revising the prices quarterly and the prices will be raised or reduced depending on the development of the world market prices of the IBC cells.

Valoe estimates that the Agreement could lead to long-term and expanding cooperation as the customer relationship deepens. 

Iikka Savisalo, CEO of Valoe Corporation:”This first IBC cells supply contract is significant for Valoe.  The well-known and established customer chose Valoe as its partner before the Company‘s Lithuanian cell plant has been completed or even been transferred to Valoe’s ownership. This is a clear evidence of the customer’s trust in Valoe’s competence. It also shows that there is demand for IBC cells in the market. It is now particularly important to complete the modification of the Lithuanian plant as planned and get ready to convince our new partners of Valoe’s expertise and ability to collaborate.”

15 August 2019: VALOE IS PREPARING A SHARE ISSUE: THE BOARD OF DIRECTORS SEEKS AUTHORIZATION FOR A SHARE ISSUE, AMONG OTHER THINGS, FROM THE EXTRAORDINARY GENERAL MEETING                         
 
The Board of Directors of Valoe Corporation (“Valoe”) has decided to propose to the company’s extraordinary general meeting to authorize the Board of Directors to decide on a share issue among other things. On 19 July 2019 Valoe disclosed that it starts the preparations for a share issue in which the company intends to collect in total approximately EUR 7.0 million of new capital in order to finance the expanding operations according to the company’s strategy. Further, the company plans to offer its current creditors an opportunity to convert receivables totally amounting to approximately EUR 3.0 million.

The share issue is subject to the extraordinary general meeting of 5 September 2019 authorizing the Board of Directors to decide on a share issue as proposed in the notice; Valoe preparing a Securities Note and the  Financial  Supervisory  Authority  approving  it. The share issue is intended to be arranged in September 2019.

The proceeds from the planned share issue would be used for the payment of the remaining part of the purchase price of the Lithuanian cell plant and for the cell plant’s modifications. Thus, the production in the Lithuanian cell plant could be started in early 2020. In addition, the funds raised through the share issue are intended to be used to modernize the company’s plant in Mikkeli and increase the plant’s capacity as well as to improve Valoe’s working capital situation and strengthen the company’s financial situation.

Valoe has earlier today, 15 August 2019, disclosed that it has signed an IBC Cells Supply Agreement with a major US customer. The value of the Agreement for 2020 is approximately USD 12 million. The Board of Directors of Valoe emphasizes that the successful completion of the share issue is a prerequisite for commencing the deliveries under the aforementioned Agreement and implementing Valoe‘s strategy.

15 August 2019: NOTICE TO AN EXTRAORDINARY GENERAL MEETING OF VALOE CORPORATION

Notice is given to the shareholders of Valoe Corporation to an Extraordinary General Meeting to be held on 5 September 2019 at 11:30 (Finnish time) at the company’s headquarters at Insinöörinkatu 5, 50150 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. 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 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 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 shall not revoke any previous authorizations. It is proposed that the authorization is in force until 30 June 2020.

7. Closing of the meeting

5 September 2019: RESOLUTIONS AT VALOE‘S EXTRAORDINARY GENERAL MEETING

Valoe Corporation‘s extraordinary general meeting was held on 5 September 2019 in Mikkeli, Finland.

The General Meeting resolved to authorize 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, equals to the 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. 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. The authorization shall not revoke any previous authorizations. The authorization is in force until 30 June 2020.

16 September 2019:  VALOE CORPORATION AND GLOBAL BOD GROUP HAVE AGREED ON EXTENSION TO THE PAYMENT TERM OF REMAINING PURCHASE PRICE OF SOLAR CELL FACTORY IN LITHUANIA

Valoe Corporation (the “Company”) announced on 19 February 2019 that it has agreed to acquire the solar cell production business of JCS SoliTek R&D (“Solitek”) from Lithuanian Global BOD Group SIA (“BOD”). The Company estimated the completion of the transaction to take place in connection with the payment of the remaining purchase price approximately in May 2019. On 19 July 2019 Valoe disclosed that the Company and BOD have agreed on amendments of the terms regarding payment of the purchase price and completion so that the remaining purchase price in the amount of EUR 3.2 million shall be paid by the end of September 2019.

The Company and BOD have now agreed on extension to the payment term of the remaining purchase price and agreed that the remaining purchase price of EUR 3.2 million shall be paid by the funds to be collected in the share issue contemplated to be arranged by the Company during the second half of the year 2019 by 18 October 2019. The other terms of the acquisition disclosed by the Company, including the minimum proportion of EUR 2.8 million the parties have agreed on, remain unchanged.

24 September 2019:  ISSUE OF NEW SHARES IN VALOE CORPORATION WITHOUT CONSIDERATION TO THE COMPANY ITSELF

The Board of Directors of Valoe Corporation (the “Company”) has, on the basis of the authorization granted to the Board of Directors by the annual general meeting, resolved on the issuance of a maximum of 25,000,000 new shares to the Company itself without consideration. The subscription period for the new shares commenced immediately and shall end on 24 September 2020. New shares can be subscribed in tranches at any time during the subscription period as resolved by the Board of Directors of the Company, however, subject to total amount of treasury shares held by or pledged by the Company not exceeding 1/10 of all the shares in the Company at any time, as required under Chapter 15, Section 11 of the Companies Act.

The share issue without consideration to the Company itself is conducted in order to implement part of its financing arrangements and to strengthen the capital structure of the Company. Thus, the Board of Directors views that there is a weighty financial reason for deviating from the shareholders‘ pre-emptive subscription right pursuant to the Chapter 9, Section 4 of the Companies Act.

The new shares are of the same class as the Company’s other shares and entitle to the same shareholder rights as the Company’s old shares after their registration.

The Company has on 24 September 2019 subscribed in total 3,700,000 new shares in the share issue (“Subscribed Shares”).

The Subscribed Shares are estimated to be registered in the trade register approximately on 30 September 2019 and the Company shall apply for the admission of the Subscribed Shares to public trading on the stock exchange list of Nasdaq Helsinki Ltd approximately on 1 October 2019.

After the registration of the Subscribed Shares in the trade register, the total number of the shares in the Company is 38,920,835 shares of which 3,846,088 shares are held by the Company (thus approximately 9,9 % of the Company’s shares are held by the Company).

24 September 2019: PROSPECTUS OF VALOE CORPORATION REGARDING THE OFFERING OF 111,111,111 NEW SHARES AND ADMISSION TO TRADING OF 3,700,000 NEW SHARES IN THE COMPANY APPROVED

INFORMATION ON THE COMPANY‘S WORKING CAPITAL SITUATION AND MARKET GUIDANCE TO OUTLOOK FOR THE YEAR 2020

The Financial Supervisory Authority has today approved the prospectus (the “Prospectus“) of Valoe Corporation (the “Company“) pursuant to the Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation“) regarding the offering of 111,111,111 new shares and admission to trading of in total 3,700,000 new shares in the Company. The Prospectus has been drawn up as a simplified prospectus in accordance with the Article 14 of the Prospectus Regulation.

In this release, the Company discloses certain information related to the financial situation and financing needs of the Company as well as guidance regarding the outlook for the year 2020, as described in the Prospectus.

General Working Capital Situation

As described in the Prospectus, to the understanding of the Company, the amount of Company‘s working capital is not sufficient for the conduct of its business for the period of next 12 months. The Company‘s existing financing is sufficient for the conduct of the business expanding to the development and manufacturing of IBC cells in accordance with its strategy until 18 October 2019 when the remaining purchase price for the Lithuanian solar cell business shall be paid, and for the conduct its basic operations i.e. selling panel and cell technology for approximately eight months.

To the understanding of the Company, in addition to the utilization of the Company‘s cash assets and existing financial commitments amounting to approximately EUR 3.25 million in full (including subscription commitments of the Offering worth of EUR 0.3 million to be paid by setting off), additional financing in the minimum amount of EUR 5.8 million is needed for the conduct of the business pursuant to its strategy for the next 12 months.

To the understanding of the Company, in addition to the utilization of the Company‘s cash assets and existing financial commitments amounting to approximately EUR 3.25 million in full, additional financing in the minimum amount of EUR 1.3 million is needed for the conduct of the basic operations of the Company for the next 12 months.

The trade payables due on the date of the Prospectus on 24 September 2019 amount to approximately EUR 1.8 million and other short-term debts amount to EUR 0.7 million, including EUR 0.09 million tax debts. Other debts than equity instruments to other parties than to the related parties, which shall be due on the next 12 months, amount to approximately EUR 0.7 million. The product development investments to i.a. solar cell technology pursuant to the Company‘s investment plan amount to EUR 6.0 million for the period of next 12 months.

In order to improve its cash asset situation, the Company currently has a financing commitment of a maximum of EUR 1.00 million from Winance Investment LLC. The Company estimates to withdraw the financing in full in the next 12 months.

Additionally, the Company has a product development loan related to the ongoing solar cell product development from Business Finland (former Tekes) of which the Company believes to be able to withdraw the remaining EUR 0.8 million in late 2019. Further, the Company is involved, as a participant to the European level consortium in the research project belonging to the European Union‘s Horizon 2020 program of which the Company believes it can withdraw approximately EUR 0.9 million financing in the next 12 months, so that the Company shall withdraw approximately EUR 0.6 million at the beginning of the project in October 2019 and EUR 0.3 million in March 2020.

In addition, at the date of the Prospectus, the Company has cash assets of EUR 0.2 million.

Should the Company be able to obtain additional financing required by its expanding business and be able to conduct the business in accordance with the expanding-based strategy, the supply agreement of IBC cells published on 15 August 2019 is expected to improve the cash flow of the Company significantly in the next 12 months. Taking this into account, the Company estimates the cumulative cash flow of its operations in the period of next 12 months to be approximately EUR 0.2 million positive.

In order to cover its working capital deficit and strategic investments, the Board of Directors of the Company has resolved on 24 September 2019 on a share issuance of a maximum of 111,111,111 new shares to the public (the “Offering“). The Company aims to raise gross proceeds of EUR 7.0 million new capital in the Offering. Additionally, the Company aims that shares, worth of EUR 3.0 million, would be subscribed in the Offering by setting off the debts. Furthermore, the Company has a total of EUR 0.3 million subscription commitments on the subscriptions that shall be submitted in the Offering. Subscription commitments concerns subscription, which shall be paid by setting off the subscription price against the receivable held by the subscriber. The Company has today published a separate stock exchange release regarding the Offering.

The Company needs approximately a total of EUR 4.0 million in order to complete the transaction of solar cell business in Lithuania, which is central relative to the Company‘s strategy and to complete the investments in launching the manufacturing by 18 October 2019 as described in the following: EUR 2.8 million to pay part of the purchase price of solar cell business as announced on 19 July 2019 and 16 September 2019 as well as EUR 1.2 million to carry out the adjustment work in cell factory. Therefore, in order to complete the investments related to the expanding in accordance with the strategy, the Company needs at least EUR 4.0 million additional financing in net in the Offering or otherwise by 18 October 2019.

Should the Company not be able to raise such additional financing by 18 October 2019, Valoe shall primarily aim to renegotiate the payment terms of the purchase price of the Lithuanian solar cell business. Should the Company be successful in the renegotiations concerning the payment terms, the Company would be able to conduct the expansion driven business. Should the Company not be able to renegotiate the payment terms of the purchase price, Valoe should abandon its expansion driven strategy, sell property items related to the expanding business and continue its basic operations as a company selling the new generation panel and cell technology only, provided that the Company succeeds to raise additional financing required by its basic operations.

Should the Company be required to abandon its strategic investments and should not be able to raise additional financing of at least EUR 1.3 million for its basic operations, but the above-mentioned arrangements based on the existing financing commitments are carried out as planned during the period of next 12 months, Valoe estimates its working capital to be sufficient for approximately eight months and enable the continuation of its business for the extent of basic operations only during this period.

Outlook for the year 2020

As described in the Prospectus, Valoe estimates to multiply its turnover in 2020 as compared to EUR 1.3 million turnover in the financial period of 2018. The Company estimates its cash flow to turn positive during the first half-year of 2020.

The realization of the outlook requires that the Company manages to raise sufficient financing in the Offering to complete the cell factory investment in Lithuania and that the agreements concerning the delivery of IBC technology, described in more detail in the Prospectus are realized and achieve the profitability that has been set to them. 

The investors are requested to read entire contents of the Prospectus and particularly sections concerning description of the risks.

The Prospectus is available in Finnish language at the registered office of the Company at Insinöörinkatu 5, 50150 Mikkeli, during the customary office hours and in the electronic form on the website of the Company at as from 24 September 2019.

24 September 2019:  VALOE CORPORATION‘S OFFERING TO PUBLIC

The Board of Directors of Valoe Corporation (the “Company”) has resolved on the basis of the authorization granted to it by the Company‘s Extraordinary General Meeting held on 5 September 2019 on a directed share issue (the “Offering”) in which the Company shall offer in total 111,111,111 new shares in the Company (the “New Shares”) for subscription to private persons and corporations. The Board of Directors has approved the terms and conditions of the Offering which are attached to this release in their entirety.

The subscription price for the New Shares can be paid in cash or by set-off against, in the view of the Board of Directors of the Company, indisputable receivables the subscriber has from the Company at the time of subscription. 

The subscription price per New Share shall be EUR 0.09. Subscription prices have been determined to be sufficiently attractive as estimated by the Board of Directors of the Company in order to allow the largest number of subscribers to subscribe for the New Shares which, in the opinion of the Board of Directors of the Company, would be in the interest of all the shareholders of the Company.

The minimum amount of the subscription is in total 9,000 New Shares.

The subscription period of the New Shares shall commence on 27 September 2019 at 9 a.m. Finnish time and end on 11 October 2019 at 4 p.m. Finnish time. The Company shall publish the final result of the Offering after the Board of Directors of the Company has resolved on the approval of the subscriptions.

The purpose of the Offering is to cover the working capital needs of the Company, to finance the strategic investments of the Company and to improve the financial performance of the Company. The objective of the Offering is to collect in total approximately EUR 7.0 million new money (gross) for the Company. Additionally, the objective of the Offering is that New Shares would be subscribed by way of set-off for the value of approximately EUR 3.0 million.

The New Shares shall be offered to the subscribers in deviation from the pre-emptive subscription right of the shareholders of the Company. The reason for deviating from the shareholder‘s pre-emptive subscription right is the covering the working capital needs of the Company, financing strategic investments of the Company and improving the financial performance of the Company. Based on these grounds, the Board of Directors of the Company considers there to be a weighty financial reason to deviate from the shareholders‘ pre-emptive subscription right as referred to in Section 9, Article 4:1 of the Companies Act.

The Company shall apply for the registration of the New Shares with the Trade Register as soon as practically possible after the Board of Directors has approved the subscription of the New Shares. The Company expects the New Shares subscribed acceptably in the Offering to be registered with the Trade Register approximately on 18 October 2019 (unless the subscription period is extended).

The New Shares are applied to be admitted to trading on the stock exchange list of Nasdaq Helsinki Oy approximately on 21 October 2019 (unless the subscription period is extended) together with the other shares of the Company.

THE MAJOR EVENTS AFTER THE REPORTING PERIOD

11 October 2019: THE SUBSCRIPTION PERIOD OF VALOE CORPORATION‘S OFFERING TO PUBLIC HAS BEEN EXTENDED FOR A WEEK AT THE MOST

The Board of Directors of Valoe Corporation (the “Company”) resolved on 24 September 2019 on a directed share issue (the “Offering”) in which the Company shall offer in total a maximum of 111,111,111 new shares in the Company (the “New Shares”) for subscription to private persons and corporations.

The Board of Directors of the Company has today resolved to extend the subscription period of the New Shares so that the subscription period shall end on 18 October 2019 at 4 p.m. Finnish time. In accordance with the terms and conditions of the Offering the Company can suspend the Subscription Period earlier.

The Company shall publish the final result of the Offering after the Board of Directors of the Company has resolved on the approval of the subscriptions, which is estimated to happen on 21 October 2019.

The Company shall apply for the registration of the New Shares with the Trade Register as soon as practically possible after the Board of Directors has approved the subscription of the New Shares. The Company expects the New Shares subscribed acceptably in the Offering to be registered with the Trade Register approximately on 25 October 2019.

The New Shares are applied to be admitted to trading on the stock exchange list of Nasdaq Helsinki Oy approximately on 28 October 2019 together with the other shares of the Company.

Otherwise, the terms and conditions of the Offering will remain in effect as disclosed on 24 September 2019.

21 October 2019: THE RESULT OF VALOE CORPORATION’S OFFERING – THE SUBSCRIPTIONS MADE IN THE SHARE ISSUE TOTALLED CA. 7.15 MILLION EUROS

The Board of Directors of Valoe Corporation (the “Company”) resolved on 24 September 2019 on a directed share issue (the “Offering”) in which the Company offered up to 111,111,111 new shares in the Company (the “New Shares”) for subscription to private persons and corporations.

The Board of Directors of the Company has today resolved to approve the subscriptions made in the Offering. In total 79,403,553 New Shares were acceptably subscribed in the Offering.

According to the terms and conditions of the Offering, the subscription price for the New Shares was payable in cash or by set-off against, in the view of the Board of Directors of the Company, indisputable receivables the Subscriber had from the Company at the time of subscription. The subscription price for in total 38,337,744 of the New Shares subscribed was paid in cash and the subscription price for in total 41,065,809 of the New Shares subscribed was paid by way of set-off.

Thus, the Company collected in the Offering in total approximately EUR 3.45 million new capital before fees and costs and the indebtedness of the Company decreased in total approximately by EUR 3.70 million. The subscription price for the New Shares shall be fully credited to the reserve for invested equity of the Company.

The Company expects the New Shares subscribed acceptably in the Offering to be registered with the Trade Register approximately on 25 October 2019. The New Shares are applied to be admitted to trading on the stock exchange list of Nasdaq Helsinki Ltd approximately on 28 October 2019 together with the other shares of the Company.

After the registration of the New Shares subscribed in the Share Issue in the Trade Register, the total number of the shares in the Company is 118,324,388 shares of which 3,846,088 shares are held by the Company.

21 October 2019: VALOE CORPORATION AND GLOBAL BOD GROUP HAVE AGREED ON THE TERMS OF THE PAYMENT OF THE REMAINING PURCHASE PRICE AND THE TRANSFER OF THE OWNERSHIP OF THE LITHUANIAN SOLAR CELL FACTORY

Valoe Corporation (the “Company”) announced on 19 February 2019 that it has agreed to acquire the solar cell production business of JCS SoliTek R&D (“Solitek”) from Lithuanian Global BOD Group SIA (“BOD”). On 16 September 2019, Valoe disclosed on extension to the payment term of the remaining purchase price, EUR 3.2 million, until 18 October 2019.

The Company and BOD have today agreed on the terms of the payment of the remaining purchase price and the transfer of the ownership of the Lithuanian solar cell factory as follows. The shares of the Lithuanian company that was established by the previously disclosed demerger and owns the fixed assets and knowhow of Solitek’s solar cell business including the solar cell factory shall be transferred to Valoe after Valoe has paid to BOD a part of the purchasing price (ca. EUR 1,6 million) and all its payables (EUR 0,4 million) to BOD and its related companies. The transaction will be completed and the ownership of the shares of the company to be acquired (that owns e.g. the cell factory) shall be transferred to Valoe after Valoe has paid these payments.  

Additionally, Valoe shall pay EUR 0.5 million of the purchasing price with a convertible bond that shall be issued by 4 November 2019. The interest rate of the convertible bond is 8 % and the maturity date is 31 January 2020. Valoe shall pay the rest of the purchase price, i.e. EUR 1.1 million, latest by 30 November 2019 and the convertible bond shall be converted automatically into Valoe shares at the conversion price of EUR 0.09/share on 1 December 2019. In case Valoe fails to pay full the remaining purchasing price of EUR 1.1 million by 30 November 2019, provided BOD so demands Valoe shall repay an amount of the convertibles equal to the amount missing from the agreed EUR 1.1 million. Valoe shall pay this amount and the remaining purchasing price by 31 January 2020 at the latest.

Iikka Savisalo, CEO of Valoe: “Valoe would like to thank BOD for its flexibility. BOD’s investment in Valoe is very important for us and strengthens the already good relationship and cooperation between BOD and Valoe. At Valoe, we are now focusing on completing the IBC technology transfer and finishing the cell factory in Vilnius. We strive for ensuring that the deliveries to our customers can be commenced as planned.

28 October 2019:  THE OWNERSHIP OF THE LITHUANIAN SOLAR CELL FACTORY WAS TRANSFERRED TO VALOE CORPORATION

Valoe Corporation (the “Company”) announced on 19 February 2019 that it has agreed to acquire the solar cell production business of JCS SoliTek R&D (“Solitek”) from Lithuanian Global BOD Group SIA (“BOD”). On 21 October 2019, Valoe disclosed that the parties agreed on the terms of the payment of the remaining purchase price and on the terms of the transfer of the title and the ownership of the Lithuanian solar cell factory.

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As disclosed on 21 October 2019, Valoe shall pay BOD EUR 0.5 million of the purchasing price with a convertible bond that shall be issued by 4 November 2019 and the rest of the purchase price, i.e. EUR 1.1 million, latest by 30 November 2019.

Valoe is building a new IBC solar cell factory in Vilnius, Lithuania, by combining the cell production line Valoe now acquired from BOD with the cell production line Valoe purchased from Italy last year. The installation work has been going on for months and the transfer of the ownership allows the final installation phase to begin. It is estimated that the remaining work and cell testing will take about three months. The IBC cell production is expected to start in early 2020.

5 November 2019:  VALOE ISSUES A CONVERTIBLE BOND TO GLOBAL BOD GROUP SIA AS PARTIAL PAYMENT OF THE PURCHASE PRICE OF THE SOLAR CELL PRODUCTION BUSINESS 

The Board of Directors of Valoe Corporation (“Company”) has resolved to issue a convertible bond (“Convertible Bond”) of EUR 0.5 million to Global BOD Group SIA (“BOD”) as a partial payment of the purchase price of the solar cell production business as agreed between the Company and BOD and disclosed on 21 October 2019.

The convertible bond can be converted to max. 5,555,555 new shares of the company. The subscription price is EUR 0.09 per share. The convertible bond is issued in deviation from the shareholders‘ pre-emptive subscription rights to BOD.

The loan period shall commence on the payment date and expire on 31 January 2020 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 bond shall begin on 1 December 2019 and expire on 31 January 2020.

The shareholders‘ pre-emptive subscription rights are deviated from in connection with the issue of convertible bond to pay part of the purchase price of the solar cell business between the Company and BOD in an economical way. 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.

5 November 2019: VALOE ISSUES A 3.5 MILLION EURO CONVERTIBLE BOND

Valoe Corporation (“Company”) collected in the offering ended on 18 October 2019 a total of approximately EUR 3.45 million new capital. The objective of the offering was to collect a total of approximately EUR 7.0 million new money. The collected proceeds improved Valoe’s financial position, enabled the transfer of the ownership of the IBC cell factory in Lithuania to Valo disclosed on 28 October 2019. It also enabled Valoe to continue its strategy without interruption. However, Valoe will require new funding e.g. to pay the rest of the purchase price of SoliTek’s solar cell production business and to finish the IBC technology investment.

The Board of Directors of Valoe Corporation (“Company”) has resolved to issue a convertible bond (“Convertible Bond”) of EUR 3.5 million at the most. The Convertible Bond is a capital loan. The convertible bond can be converted to max. 38,888,888 new shares of the company. The subscription price is EUR 0.09 per share. The purpose of the Convertible Bond is to collect more financing to execute the Company’s business plan.

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 minimum amount of subscription of the convertible bond shall be EUR 100,000.00 entitling the convertible bond holder to subscribe for 1,111,111 new shares of the company. The Convertible Bond can also be subscribed against indisputable loan receivable the Subscriber has from the Company at the time of subscription by converting the loan capital and/or interest receivable into the Convertible Bond in accordance with the terms of this Convertible Bond.

The loan period shall commence on the payment date and expire on 15 April 2022 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 bond shall begin on 1 March 2020 and expire on 15 April 2022.

The subscription period of the convertible bond shall expire on 18 December 2019 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.

The shareholders‘ pre-emptive subscription rights are deviated from in connection with the issue of convertible bond to secure financing required to cover the working capital needs of the Company, to finance the strategic investments of the Company and 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.

RISK MANAGEMENT, RISKS AND UNCERTAINTIES

Valoe’s Board of Directors is responsible for the control of the company’s accounts and finances. The Board is responsible for internal control, while the President and CEO handles the practical arrangement and monitors the efficiency of internal control. Business management and control are taken care of using a Group-wide reporting and forecasting system.

The purpose of risk management is to ensure that any significant business risks are identified and monitored appropriately. The company’s business and financial risks are managed centrally by the Group’s financial department, and reports on risks are presented to the Board of Directors as necessary.

Due to the small size of the company and its business operations, Valoe does not have an internal auditing organization or an audit committee.

Pursuant to the estimates available to the company, the company’s financial situation and working capital situation continue to be tight in 2019. Valoe will require new funding e.g. to pay the rest of the purchase price of SoliTek’s solar cell production business and to finish the IBC technology investment. Valoe has ongoing financial negotiations with several parties. However, it is not certain that Valoe will be able to secure needed funding.

On 15 August 2019 Valoe that it has signed an IBC Cells Supply Agreement with a major US customer. The value of the Agreement for 2020 is approximately USD 12 million. The implementation of the Agreement involves risks. The Board of Directors of Valoe emphasizes that, even though the company collected sufficient funding in the offering ended in October 2019 to meet its most important objectives, Valoe still needs additional funding of approximately EUR 4 million to secure the start of cell deliveries under the aforementioned agreement.

Valoe’s objective is to achieve a strong market position as a provider of, in various geographical areas, locally produced high-quality photovoltaic modules. Achievement of the objectives involves risks. Even though Valoe‘s strategy and objectives are based on market knowledge and technical surveys, the risks are significant and it is not certain if the company reaches all or part of the targets set for it. Valoe‘s future outlook will be highly dependent on the company‘s ability to reach the targeted market position in the global photovoltaic module market as well as on the company‘s financing.

Valoe disclosed on 24 March 2017 that the company’s Asian customer has ongoing negotiations on arranging financing for a factory delivery in Asia worth EUR 26.5 million. While local financing negotiations are still ongoing, Valoe estimates that the risk that the customer will not be able to secure required funding is significant as negotiations are prolonged. Thus, Valoe estimates that the likelihood of the transaction has decreased and continue decreasing as the client‘s financial negotiations are prolonged. Valoe will inform separately if the deal is completed.

The module manufacturing plant order from Ethiopia involves business, financial, schedule and country risks that are typical of international equipment sales. The country risks include also slow decision process for financing arrangements. The payments relating to the project have not yet begun despite the binding financing agreements. However, Valoe’s customer, LS Corp, has commenced to withdraw some loan in local currency based on the abovementioned financial agreements and is building premises for the module manufacturing plant. The company follows very closely how the situation develops in Ethiopia and tries to support the customer in its negotiations by being present as often as possible.

The Agreement signed with ForUs Capital involves risks out of which the most remarkable risk is whether ForUs Capital is able to secure financing for all projects under the frame agreement.

The certain statements in this Interim Report, the guidance for market outlook and especially the non-binding estimations in Valoe’s strategy are targeted to the future and based on the management’s current estimations. They involve risks and uncertainty by their nature and may be affected by changes in general financial situation or business environment.

MARKET OUTLOOK

Valoe estimates that Valoe Group’s cash flow will turn positive already during the Lithuanian factory’s first year of operation in 2020 provided that the company is able to collect sufficient funding to finish the solar cell production plant investment in Lithuania and the company’s delivery agreements for IBC technology materialize as planned and achieve the estimated profitability.

In Mikkeli, 6 November 2019

Valoe Corporation

Board of Directors

For more information:
CEO Iikka Savisalo, Valoe Corporation
Tel. +358 40 5216082
iikka.savisalo

Consolidated statement of comprehensive income (unaudited)                    1 000 EUR 7-9/20197-9/20181-9/20191-9/20181-12/2018       Net sales  328Cost of sales-191-525-611-1 111-1 657Gross profit-104-67-402-110-329       Other operating incomeProduct development expenses-356-369-1 177-934-1 322Sales and marketing expenses-96-167-330-520-697Administrative expenses-153-148-481-501-682Other operating expenses00000       Operating profit-701-750-2 249-2 048-2 468       Financial income00000Financial expenses-736-439-1 796-1 259-1 743       Profit before taxes-1 437-1 189-4 046-3 306-4 210       Income taxes00000       Profit/loss for the period-1 437-1 189-4 046-3 306-4 210       Profit/loss attributable to:     Shareholders of the parent company-1 437-1 189-4 046-3 306-4 210       Earnings/share (basic), eur-0,06-0,08-0,19-0,23-0,28Earnings/share (diluted), eur-0,06-0,08-0,19-0,23-0,28       Total comprehensive income for the period-1 437-1 189-4 046-3 306-4 210       Total comprehensive income attributable to:    Shareholders of the parent company-1 437-1 189-4 046-3 306-4 210                     

Consolidated statement of financial position (unaudited)              1 000 EUR 30.9.201930.9.201831.12.2018     ASSETS         Non-current assets   Property, plant and equipment6723129Consolidated goodwill441441441Other intangible assets8 6869 2749 016Available-for-sale investment999Total non-current assets9 8089 7569 495     Current assets    Inventories 739630659Trade and other non-interest-bearing receivables1 6501 3181 234Cash and cash equivalents2322Other financial recources0041Total current assets2 3911 9511 955     Total assets 12 19911 70711 451          EQUITY AND LIABILITIES        Equity attributable to shareholders of the parent company  Share capital 808080Other reserves 14 66411 63611 804Retained earnings -22 632-18 665-18 927Total equity -7 888-6 949-7 044     Non-current liabilities   Non-current loans 11 17211 10310 995Total non-current liabilities11 17211 10310 995     Current liabilities    Current interest-bearing liabilities3 5811 9182 779Trande and other payables5 1715 1954 339Current provisions 101158307Total current liabilities8 8537 2717 425     Liabilities directly associated with assets classified as held for sale6328275Total liabilities 20 08718 65618 495     Equity and liabilities total12 19911 70711 451               

Consolidated statement of cash flows  (unaudited)                1 000 EUR 1-9/20191-9/20181-12/2018      Cash flow from operating activities    Income statement profit/loss before taxes -4 046-3 306-4 210Non-monetary items adjusted on income statement     Depreciation and impairment +1 1349241 232 Unrealized exchange rate gains (-) and losses (+) +/-225 Other non-cash transactions +/–4346-526 Change in provisions +/–206-6387 Financial income and expense +1 7941 2571 737Total cash flow before change in working capital -1 755-1 179-1 676      Change in working capital     Increase (-) / decrease (+) in inventories -79-49-78 Increase (-) / decrease (+) in trade and other receivables-416-62-12 Increase (+) / decrease (-) in trade and other payables 26014059Change in working capital -23530-31      Adjustment of financial items and taxes to cash-based accounting   Interest paid -168154195 Other financial items -53121247Financial items and taxes -221-275-442NET CASH FLOW FROM BUSINESS OPERATIONS -2 211-1 425-2 149            CASH FLOW FROM INVESTING ACTIVITIES    Investments in tangible and intangible assets -3492 3972 613NET CASH FLOW FROM INVESTMENTS -349-2 397-2 613      CASH FLOW FROM FINANCING ACTIVITIES    Proceeds from share issue +05959Financing arrangement with Bracknor Investment +500750918Proceeds from  non-current borrowings +9602 2032 421Proceeds from current borrowings +1 9431 3972 829Repayment of current borrowings -9039351 751NET CASH FLOW FROM FINANCING ACTIVITIES 2 5003 4744 476      INCREASE (+) OR DECREASE (-) IN CASH FLOW -60-347-287            

Consolidated statement of changes in equity (unaudited)              1 000 EURShare capitalDistributable non-restricted equity fundRetained earningsTotal equity31.12.20188011 804-18 927-7 044Profit/loss for the period-4 046-4 046Translation difference, comprehensive income00Transactions with owners:    Sale of own shares
Bracknor Investment08860886Share issue01 974 1 974Stock option scheme 20150000Own equity component of the convertible bond0034134130.9.20198014 664-22 632-7 888                    1 000 EURShare capitalDistributable non-restricted equity fundRetained earningsTotal equity31.12.20178010 542-15 166-4 544Profit/loss for the period-3 306-3 306Transactions with owners:    Sale of own shares
Bracknor Investment07980798Share issue02950295Stock option scheme 2015002424Own equity component of the convertible bond00-217-21730.9.20188011 636-18 665-6 949               

Discontinued operations   (unaudited)        17 September Valoe announced that it has transfered the company‘s electronics automation business into Cencorp Automation Oy, a fully-owned subsidiary of Valoe. Further, in accordance to the agreement signed earlier, FTTK Company Limited has purchased 70 percent of the shares in Cencorp Automation Oy.  Further FTTK has used its option to purchase the remaining 30 percent of the shares in Cencorp Automation Oy and the parties have signed an agreement on exercising the option in December 2014. In consequence of the sale of the shares Valoe reports the financial figures relating to the electronics automation business as discontinued operations from Q3/2014.     From the financial year 2018 onwards the company does not report the continuing operations and the discontinued operations separately  in its profit and loss statement as there have been no discontinued operations. However, there are liabilities related to the discontinued operations in the balance sheet.         The major classes of assets and liabilities of Cencorp‘s electronics automation business are as follows:    1 000 EUR1-9/20191-9/20181-12/2018    Liabilities   Trande and other payables6328275Provisions000Liabilities directly associated with assets classified as held for sale6328275Net assets directly associated with disposal group-63-282-75            Net cash flow of Cencorp‘s electronics automation business:       1 000 EUR1-9/20191-9/20181-12/2018    Operating0-12-12Investing000        

Key figures     (unaudited)                 1 000 EUR7-9/20197-9/20181-9/20191-9/20181-12/2018      Net sales 328Operating profit-701-750-2 249-2 048-2 468% of net sales-812,0 %-163,4 %-1071,3 %-204,6 %-185,8 %EBITDA-398-441-1 115-1 123-1 236% of net sales-460,7 %-96,2 %-531,1 %-112,2 %-93,1 %Profit before taxes-1 437-1 189-4 046-3 306-4 210% of net sales-1665,0 %-259,1 %-1927,0 %-330,3 %-316,9 %      Balance Sheet value12 19911 70712 19911 70711 451Equity ratio, % -64,7 %-59,5 %-64,7 %-59,5 %-61,5 %Net gearing, %neg.neg.neg.neg.neg.Gross investments 2403 286% of net sales191,6 %273,5 %262,8 %323,7 %247,4 %Research and development costs 341 322% of net sales412,0 %80,4 %560,8 %93,3 %99,5 %      Order book17 35116 20917 35116 20915 940  includes Ethiopia15 83415 83415 83415 83415 834      Personnel on averagePersonnel at the end of the period      Non-interest-bearing liabilities5 2345 4775 2345 4774 414Interest-bearing liabilities14 75213 02114 75213 02113 774      Share key indicators     Earnings/share (basic)-0,06-0,08-0,19-0,23-0,28Earnings/share (diluted)-0,06-0,08-0,19-0,23-0,28Equity/share-0,34-0,44-0,37-0,48-0,47P/E ratio-3,97-4,60-1,29-1,53-0,48Highest price0,250,610,801,351,35Lowest price0,090,320,090,320,10Average price0,120,440,190,700,53Closing price0,250,350,250,350,14Market capitalisation, at the end of the period, MEUR8,75,68,75,62,3            Calculation of Key Figures                EBITDA, %:Operating profit + depreciation + impairment  Net sales          Equity ratio, %:Total equity x 100    Total assets – advances received        Net gearing, %:Interest-bearing liabilities – cash and cash equivalents  and marketable securities x 100   Shareholders‘ equity + non-controlling interests       Earnings/share (EPS):Profit/loss for the period to the owner of the parent company Average number of shares adjusted for share issue   at the end of the financial year        Equity/share:Equity attributable to shareholders of the parent company Undiluted number of shares on the balance sheet date      P/E ratio:Price on the balance sheet date   Earnings per share                     

Related party transactions   (unaudited)       The Group has sold and purchased goods and services from companies in which the majority holding and/or power of decision granting control of the company is held by members of the Group‘s related parties. Sales of goods and services carried out with related parties are based on market prices.     The Group entered into the following transactions with related parties:      1 000 EUR1-9/20191-9/20181-12/2018    Sales of goods and services   Savcor Face Ltd – solar modules / production services02222Savcor Oy – production services31212Total33535    Purchases of goods and services   SCI Invest Oy – rent36024Savcor Face Ltd – marketing services008SCI-Finance Oy – marketing and administration services523566Savcor Technologies Oy – marketing and administration services506488Savcor Oy – financial management services5610Oy Marville Ab – legal services804Total151105199        Interest expenses and other financial expenses   SCI-Finance Oy 772055Savcor Technologies Oy249210283Savcor Oy301824Others11686119Total473334481        1 000 EUR1-9/20191-9/20181-12/2018    Non-current convertible subordinated loan from related parties1 6621 8821 882Non-current other subordinated loan from related parties2 0112 0112 011Non-current convertible loan from related parties0114114Current convertible subordinated loan from related parties69800Other current liabilities to related parties657436630Current interest payable to related parties824704820Trade payables and other non-interest-bearing liabilities to related parties602735547    Trade and other current receivables from related parties145622        Savcor Face Ltd, Savcor Technologies Oy, Savcor Communications Pty Ltd and Savcor Oy are companies under control of Iikka Savisalo, Valoe‘s CEO and Hannu Savisalo, Valoe‘s Chairman of the Board.    SCI Invest Oy is a company under control of Iikka Savisalo, Valoe‘s CEO.    SCI-Finance Oy is a company under control of Iikka Savisalo, Valoe‘s CEO and Hannu Savisalo, Valoe‘s Chairman of the Board.    Oy Marville Ab is a company under control of Ville Parpola, Valoe‘s Vice chairman of the Board.        1 000 EUR1-9/20191-9/20181-12/2018    Wages and remuneration   Salaries of the management and Board368370490Stock option scheme 2015 / IFRS 2 booking01825            

Fair values  (unaudited)      Carrying amountFair value1 000 EUR30.9.201930.9.2019   Financial assets  Available-for-sale investments99Trade and other receivables1 6501 650Cash and cash equivalents22      Financial liabilities  R&D loan, non-current5 3495 349Non-current subordinated loan5 5105 510Other non-current loans312312Current subordinated loan1 0870Convertible bond, current8181Loans from financial institutions, current725725Other loans, current927927Other liabilities, current760760Trade payables and other non-interest-bearing liabilities2 3382 338   The fair value of non-current liabilities is expected to correspond to the carrying amount and recognized to their fair value when recorded. There has been no significant change in common interest rate after the withdrawal of the loans.   Other non-current and other current liabilities include EUR 0,6 million of liabilities arising from the IFRS16.   EUR 2.6 million out of trade payables, other current liabilites and accruals was overdue at the end of the reporting period.         

Change in intangible and tangible assets  (unaudited)           1 000 EUR30.9.201930.9.201831.12.2018    Includes tangible assets, consolidated goodwill and other intangible assets       Carrying amount, beginning of period9 4867 4317 431  Depreciation and impairment-1 134-924-1 232  Additions1 4473 2403 286Carrying amount, end of period9 7999 7479 486            

Commitments and contingent liabilities  (unaudited)           1 000 EUR30.9.201930.9.201831.12.2018    Assets pledged for the company   Loans from financial institutions475525525Other liabilities281281281     Promissory notes secured by pledge4 7003 3553 355        Operating lease liabilities    Payable within one year 29962216 Payable over one year4000514