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 (publ), and in case of any discrepancies between the Swedish text and this English translation, the Swedish text shall prevail.
NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN HOYLU AB (PUBL)
The shareholders of Hoylu AB (publ), reg. no 559084-6381 (the “Company”) are hereby summoned to attend the extraordinary general meeting held at 10:00 (CET) on March 21, 2022 at the premises of Eversheds Sutherland Advokatbyrå located at Strandvägen 1, Stockholm, Sweden. 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 March 11, 2022;
- no later than on March 15, 2022, preferably before 16:00 (CET), have given notice of their participation and potential assistants by mail to Hoylu AB (publ), Tunnbindaregatan 37, 602 21 Norrköping, Sweden, or by email to bolagsstamma@hoylu.com, or by telephone at +46 (0)40-170 600 during office hours.
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. The shareholder must instruct their nominee thereof in due time prior to March 15, 2022, by which date such registration must be executed.
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
The board of directors proposed agenda
1. Opening of the extraordinary general meeting
2. Appointment of a chairman of the general meeting
3. Preparation and approval of the voting register
4. Appointment of one (1) or two (2) persons to verify the minutes of the meeting
5. Determination of whether the extraordinary general meeting was duly convened
6. Approval of the agenda
7. Resolution on directed issue of convertible notes
8. Resolution on
a) incentive program 2022/2025 for senior executives and other employees in the Company
b) directed issue of warrants, and
c) approval of transfer of warrants
9. Proposal for a decision on the election of new board members
10. Resolution to authorize the board of directors to undertake minor adjustments of the resolutions
11. Closure of the extraordinary general meeting
PROPOSED RESOLUTIONS
Item 7 – Resolution on directed convertible notes
The shareholder Fougner Invest AS proposes that the extraordinary general meeting resolves on a directed issue of convertible notes in a nominal amount not exceeding SEK 1,000,000, entailing an increase in the share capital of not more than SEK 54,959.35 upon full conversion of the convertible notes. The resolution shall otherwise be governed by the following terms and conditions.
- The right to subscribe for the convertible notes shall vest in Skadi AS (controlled by Hans Othar Blix), Windchange Invest AB (controlled by Johan Lindqvist), Baklid Invest (controlled by Truls Baklid) and CeWi Invest AS (controlled by Karl Wiersholm). The reason for deviating from the shareholders’ pre-emption rights is to enable investments in the Company from the board members Hans Othar Blix, Johan Lindqvist and members of the Company’s management, Truls Baklid and Karl Wiersholm and to achieve alignment with the Company’s shareholders.
- The nominal amount of the convertible note shall be SEK 1 or integral multiples thereof. The notes carry an annual interest rate of 6 per cent in accordance with the provisions set out in the terms and conditions, Appendix 1A.
- The subscription price shall be equal to the nominal amount of the convertible notes.
- Subscription shall take place within three (3) days of the date of the resolution to issue the convertible notes. Payment for the subscribed convertible notes shall be made within one (1) week of the time of subscription.
- The convertible notes may be converted into shares during the period commencing on the date of registration, at the Swedish Companies Registration Office, of the resolution regarding the issue up to, and including, January 31, 2023, at a conversion price of SEK 1.50.
- Any share premium shall be transferred to the unrestricted premium reserve.
Share capital, shares, and dilution
Provided that the extraordinary general meeting resolves in accordance with Fougner Invest AS proposal and upon full conversation of the convertible notes (excluding accrued interest) the share capital will increase by an additional amount of approximately SEK 57,959.35 by issue of 666,667 new shares. The dilution for existing shareholders amount to a maximum of approximately 0.7 per cent.
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 annual general meeting
Item 8 – Resolution on a) Incentive Program 2022/2025 for senior executives and other employees in the Company, b) directed issue of warrants, and c) approval of transfer of warrants
a) Resolution on the adoption of Incentive Program 2022/2025 for senior executives and other employees in the Company
The board of directors proposes that the extraordinary general meeting resolves to adopt the Incentive Program 2022/2025 on the following terms and conditions:
- The Incentive Program 2022/2025 shall consist of a maximum om 13,000,000 warrants.
- Each warrant entitles to subscription of one (1) new share in the Company against a payment of a subscription price amounting to SEK 1.5. The subscription price and the number of shares that each warrant entitles may be subject to recalculation as a result of a bonus issue, split, rights issue and similar measures, whereby the conditions for re-calculation in the complete terms and conditions applicable for the warrants shall be applied.
- The Incentive Program 2022/2025 shall be offered to senior executives and employees in the Company or the Company’s subsidiaries as of December 31, 2021. An offer shall be made in accordance with the following principles:
a) Senior executives A maximum of 5,200,000 warrants*
b) Other employees A maximum of 7,800,000 warrants*
*The allocation of warrants in each category will partly be subject to each participant, holding warrants under the previous Employee Stock Option Program 2019 and/or the Employee Stock Option Program 2020, waiving all its right under the Employee Stock Option Program 2019 and/or the Employee Stock Option Program 2020. In this respect, the allocation will be made on a 1:1 ratio, implying that each holder will be offered one new warrant in the Incentive Program 2022/2025 in exchange for waiving its right to one warrant in a previous program. For the avoidance of doubt, holders of warrants in the Employee Stock Option Program 2019 and/or the Employee Stock Option Program 2020 that are no longer active employees by the Company or its subsidiaries will not be subject to this offer.
- The notification to participate in the Incentive Program shall be submitted to the Company no later than on July 31, 2022. The board of directors has the right to extend such deadline.
- The allotted warrants are earned during a period of three (3) years as follows:
(i) 1/3 of the allotted warrants will be earned immediately when the board of directors has resolved on allocation
(ii) 1/3 of the allotted warrants will be earned on June 1, 2023
(iii) 1/3 of the allotted warrants will be earned on June 1, 2024
- Earnings require that the Participant be still employed by the Company and have not terminated the employment on the day when the respective earnings take place. In the event that Participants cease to be employed or terminate their employment with the Company before a vesting day, already earned warrants may be exercised at the ordinary time for exercise as described below, but further earnings will not take place.
- The warrants are granted free of charge
- The warrants shall not constitute securities and cannot be transferable or pledged. However, the rights under the warrants are transferred to the decedent estate in connection with the participants death.
- The participants in the Incentive Program 2022/2025 can exercise allotted and earned warrants during the period from January 1, 2025 to June 30, 2025.
- Participation in Incentive Program 2022/2025 presupposes that such participation can legally take place and that such participation, according to the Company’s assessment, can take place with reasonable administrative costs and financial contributions.
- The warrants shall be regulated in special agreement with the respective participants. The board of directors shall be responsible for the design and management of the Incentive Program 2022/2025 within the framework of the above-mentioned main terms and conditions.
b) Resolution on directed issue of warrants
In order to enable the Company’s delivery of shares according to the Incentive Program 2022/2025 and to secure related costs, primarily social contributions, the board of directors proposes that the general meeting resolves on a directed issue of maximum 13,000,000 warrants on the following principal terms and conditions:
- With deviation from shareholders’ pre-emptive right, the warrants may only be subscribed for by Hoylu Intressenter AB (the “Subsidiary”). The reason for the deviation from shareholders’ pre-emptive right is that the warrants may be used within the framework of the Incentive Program 2022/2025.
- Subscription by the Subsidiary shall be made on March 31, 2022, at the latest. The board of directors shall have the right to postpone the subscription date. Oversubscription may not occur.
- The warrants shall be issued without consideration. The reason is that the warrants are issued to the Subsidiary as part of the adoption of the Incentive Program 2022/2025.
- The warrants entitle to subscription of a maximum amount of 13,000,000 new shares in the Company. Upon full exercise of the warrants the issue will increase the Company’s share capital with approximately SEK 1,071,707.26.
- Each warrant entitles to subscription of one (1) new share in the Company during the period commencing on January 1, 2025 to June 30, 2025 or the earlier date stated in the terms and conditions for the warrants. Subscription price is set at SEK 1.5 per share.
- Any share premium shall be transferred to the unrestricted premium reserve.
- The shares that are added through the exercise of option rights entitle the holder to dividend from the first record date for dividends that occur after the share has been entered into the Company’s share register and are registered with the Swedish Companies Registration Office and Euroclear Sweden AB.
- The warrants are subject to customary terms and conditions which will be available on the Company’s website prior to the general meeting.
c) Resolution on approval of transfer of warrants
The board of directors proposes that the general meeting resolves to approve that the Subsidiary may transfer warrants to participants in the Incentive Program 2022/2025 without consideration in connection with warrants being earned in accordance with the conditions under section a) above or otherwise disposing of the warrants to secure the Company’s commitments and costs in relation to the Incentive Program 2022/2025.
Additional information on the Incentive Program 2022/2025
The reason for the adoption of the Incentive Program 2022/2025 and the deviation from the shareholders’ pre-emptive right to subscribe for new warrants is to be able to create opportunities for the Company and its subsidiaries to retain competent personnel by offering long-term ownership commitment for the employees. Such ownership involvement is expected to stimulate employees to increase their interest in the business and the earnings trend and increase the sense of belonging to the Company. The board of directors considers that the Incentive program 2022/2025 will cause costs in the form of accounting costs and partly in the form of employer’s social contributions. The proposal has been prepared by the Company’s board of directors.
Dilution effect
The total number of shares and votes in the Company amounts to 91,743,922, assuming full conversion of the Company’s outstanding convertible notes, the number of shares in the Company at the time of the exercise period of the Incentive program 2022/2025 will amount to 115,107,039 shares. If all warrants under the Incentive program 2022/2025 are subscribed and exercised, the number of shares will increase by 13,000,000, corresponding to a maximum dilution of not more than 10 per cent of the total number of shares and votes in the Company.
Other outstanding incentive programs
The Company has at the time of the general meeting three (3) outstanding incentive programs for senior executives, key employees, and other employees in the Company, as well as an incentive program for the Company’s board of directors. The Company’s outstanding programs are: (i) Teckningsoptionsprogram 2018 with exercise period from January 1, 2022 – March 31, 2022, (ii) Employee Stock Option Program 2019 with exercise period January 1, 2023 – June 30, 2023, (iii) Incentive program 2020/2023A and Incentive program 2020/2023B with exercise period January 1, 2024 – June 30, 2024.
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 annual general meeting
Item 9 – Proposal for a decision on the election of new board members
The board of directors proposes that Reidar Fougner and Fredrik Urbanski are to be elected as new
members of the board of directors. Board members Björn Wallin and Stein Revelsby have announced their resignation in connection with the extraordinary general meeting. Current board members Johan Lindqvist and Hans Othar Blix will remain as board members. Newly elected board members and retiring board members will receive fees for their work as board members in accordance with the fee level decided by the annual general meeting 2021, proportionally to the length of the term of office and proportionally to the shortened term of office, respectively. If the general meeting resolves in accordance with the board’s proposal, the board will thus consist of Reidar Fougner, Fredrik Urbanski, Johan Lindqvist and Hans Othar Blix.
Item 10 – Resolution to authorise the board of directors to undertake minor adjustments of the resolutions
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
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 and about circumstances that may affect the assessment of the Company's financial situation. 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 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.
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 91,743,922, The Company holds no own shares.
Stockholm in March 2022
Hoylu AB (publ)
Board of directors
For more information, please contact:
Truls Baklid, CEO, +47 924 38 900 Email: tob@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com
About Hoylu
Hoylu's Adaptive Workspace opens up a new way for teams to plan, build and engage --so they get the impact they want no matter the industry, department or time. Whatever your management or planning style, Hoylu fits the way you structure your team and integrates all the productivity tools you're already using. So, you easily plan and complete any project. And when it comes to the work itself, Hoylu gives your team the freedom to drag and drop anything from documents to presentations, and even video conferences. So, anyone can easily share and embed live files for the entire team to work on --all from anywhere, on any device.
For more information: www.hoylu.com
Try Hoylu for free: https://app.hoylu.com/
Ticker symbol: Hoylu
Marketplace: Nasdaq First North Growth Market
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 persons set out above, at 20:45 CET on March 2, 2022.
