N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the extraordinary general meeting in Hoylu AB, and in case of any discrepancies between the Swedish text and this English translation, the Swedish text shall prevail.
The shareholders of Hoylu AB, reg. no 559084-6381 (the “Company”), are hereby summoned to attend the extraordinary general meeting held at 10:00 (CET) on February 20, 2024, at the premises of Eversheds Sutherland Advokatbyrå located at Sveavägen 20, Stockholm. Registration begins at 09:45 (CET).
NOTIFICATION OF PARTICIPATION ETC.
Shareholders who wish to attend the extraordinary general meeting must:
- be recorded as shareholders in the share register maintained by Euroclear Sweden AB on February 12, 2024, and
- no later than on February 14, 2024, preferably before 16:00 (CET), have given notice of their participation to the Company. The notification to participate on the extraordinary general meeting shall be sent by e-mail to bolagsstamma@hoylu.com, or by mail to Eversheds Sutherland Advokatbyrå AB, Attn: Hoylu EGM, Sveavägen 20, 111 57 Stockholm. The notification shall state full name, personal or organisation number, shareholding, address, telephone number and, where applicable, information on representatives (maximum two). Where applicable, the notification should be accompanied by proxy forms, registration certificates and other authorisation documents.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are nominee-registered must, in order to have the right to attend the extraordinary general meeting, request to be temporarily registered in the share register kept by Euroclear Sweden AB. Such registration, which normally takes a few days, must be executed (registered with Euroclear Sweden AB) no later than February 14, 2024, and nominees should therefore be instructed to do so well in advance.
PROXY
Shareholders represented by proxy shall issue a written and dated power of attorney signed by the shareholder. Unless specified otherwise in the power of attorney, the power of attorney may not be issued earlier than one (1) year prior to the date of the general meeting, in any case the power of attorney may not be valid for more than five (5) years. A power of attorney issued by a legal entity shall have the registration certificate of the legal entity attached, or if such certificate does not exist, equivalent documents. The original power of attorney and any registration certificate should, prior to the general meeting be sent to the Company at the above address. A form of power of attorney may be ordered from the Company and will be available on the Company’s website www.hoylu.com.
PROPOSED AGENDA
- Opening of the extraordinary general meeting
- Appointment of a chairperson of the general meeting
- Preparation and approval of the voting register
- Appointment of one (1) or two (2) persons to verify the minutes of the meeting
- Determination of whether the extraordinary general meeting was duly convened
- Approval of the agenda
- Election of new chairman of the board of directors
- Shareholder Alden AS proposed resolution on directed issue of shares
- Resolution to authorize the board of directors to undertake minor adjustments of the resolutions
- Closure of the general meeting
PROPOSED RESOLUTIONS
Election of new chairman of the board of directors (item 7)
The chairman of the board, Johan Lindqvist, has informed that he wishes to remain on the board of directors, but not in the capacity of chairman. The board therefore proposes that Reidar Fougner (existing member of the board) is elected as new chairman of the board. The board of directors is otherwise proposed to remain unchanged.
Shareholder Alden AS proposed resolution on directed issue of shares (item 8)
The shareholder Alden AS (the “Shareholder”) proposes that the extraordinary general meeting resolves on a directed issue of no more than 7,954,546 shares, meaning an increase in the share capital with no more than SEK 2,590,910 in accordance with the following terms and conditions.
- The shares shall be subscribed for at a price of SEK 1.76, resulting in total subscription proceeds of SEK 14 million. The subscription price corresponds to the volume-weighted average price (VWAP) for the Company’s share on Nasdaq First North Growth Market from January 1, 2024, up until January 31, 2024. Any share premium shall be added to the unrestricted share premium account.
- The right to subscribe for shares in the directed share issue shall best vest in Fougner Invest AS, Alden AS, TTC Invest AS, Windchange Invest AB, Bimo Kapital AS, Baklid Invest AS, Helling Invest AS, Frenisa AS, Norse Partners AS, Trellevika Invest AS, Camelback Holding AS, KES AS, OneTwo3 AS, Skadi AS, Norse AS, Erling Johnsen A/S, Torsen Tankers, Robert Keith, Nucleus Life AG, Camelback Eiendom, Golhus AS and Fredrik Fougner. Prior to the directed share issue, the Shareholder has also considered the possibility to propose that the Company raises capital through a rights issue but has concluded that a rights issue would be significantly more time-consuming and entail significantly higher costs and increased exposure to potential market volatility compared to a directed share issue. Furthermore, the current climate on the stock market means that in the event of a rights issue, it is likely that the rights issue would not be subscribed to the required extent and that guarantee commitments must therefore be procured to ensure that the Company is provided with sufficient capital, which in turn risks incurring additional costs and/or further dilution depending on the type of consideration paid for such guarantee commitments. Other alternatives, including the raising of a long-term loan, have also been considered but have either been deemed to entail too high costs or not to generate sufficient working capital and thus not to be in the interest of the Company or the Shareholders. Provided this, the Shareholder has made the assessment that a directed new share issue on the proposed terms is the most favorable for the Company and its shareholders, especially because the Company is in need of immediate financing. The Shareholder also assesses that the Subscription price, which corresponds to the closing price of the Company’s shares on Nasdaq First North Growth Market for the last completed trading day, is to be on market terms.
- Subscription of the shares shall be made on a subscription list that is kept available to the subscribers. Subscription shall be made no later than one (1) week after the general meeting has resolved to carry out the directed share issue. However, the board of directors is entitled to extend the subscription period.
- Payment for the shares shall be made in cash no later than three (3) banking days after the last day of subscription. However, the board of directors is entitled to postpone the last day of payment.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the directed share issue has been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
A valid resolution pursuant to this item requires that the resolution be supported by shareholders representing at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting.
Resolution to authorise the board of directors to undertake minor adjustments of the resolutions (item 9)
The board of directors proposes that the general meeting authorises the board, the CEO or the person otherwise designated by the board, to undertake such minor adjustments and clarifications of the decisions made at the general meeting to the extent required for registration of the resolutions.
OTHER
Number of shares and votes in the Company
As of the date of this notice, the total number of shares and votes in the Company is 49,209,834 representing a total of 49,209,834 votes. The Company holds no own shares.
Shareholders’ right to information
Shareholders are informed of their right under Chapter 7, Section 32 of the Swedish Companies Act to request information about circumstances that may affect the assessment of an item of business on the agenda. The board and the CEO shall provide such information if the Board considers that this can be done without significant damage to the Company.
Documents
Documents related to the resolutions proposed to the extraordinary general meeting as well as proxy form will be available at the Company’s head office and on the Company’s webpage, www.hoylu.com, no later than two (2) weeks prior to the extraordinary general meeting and will also be sent to those shareholders who so request and provide their postal address. The documents will also be available at the extraordinary general meeting.
Stockholm in February 2024
Hoylu AB
Board of directors
For more information, please contact:
Truls Baklid, CEO, +47 924 38 900 Email: tob@hoylu.com
Kjartan Berge Steinshamn, CFO at Hoylu +47 481 27 673 Email: kbs@hoylu.com
About Hoylu
Hoylu’s visual collaboration technology empowers distributed teams to translate ideas into actions. Large enterprises as well as small and medium companies rely on Hoylu to run projects, programs, and initiatives across time zones and continents as seamlessly as when working in the same room.
For more information: www.hoylu.com
Ticker symbol: Hoylu
Marketplace: Nasdaq First North Growth Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; ca@mangold.se
Publication
The information was submitted for publication, through the agency of the contact person set out above, at 21:55 CET on February 01, 2024.
