N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the annual general meeting in Hoylu AB, in case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
NOTICE TO ATTEND THE ANNUAL GENERAL MEETING IN HOYLU AB
The shareholders in Hoylu AB, reg. no. 559084–6381 (the "Company") are hereby convened to the annual general meeting on 28 June 2024 at 10.00 am CEST at the premises of Eversheds Sutherland Advokatbyrå located at Sveavägen 20, Stockholm. Registration begins at 9.45 am CEST.
PARTICIPATION
Shareholders who wish to attend the annual general meeting must
- be entered as shareholders in the share register maintained by Euroclear Sweden AB on 19 June 2024; and
- notify the Company of their participation no later than on 24 June 2024, preferable before 4.00 pm CEST. Notification to attend the annual general meeting shall be made by e-mail to bolagsstamma@hoylu.com or by post to Eversheds Sutherland Advokatbyrå AB, Attn: Hoylu AGM, box 140 55, 104 40 Stockholm. The notification must state full name, personal identification number or registration number, shareholding, address, phone number and, where applicable, the name of a proxy or assistant (maximum 2). The notification should be accompanied, where applicable, by powers of attorney, registration certificates and other documents of authority.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are nominee-registered must, in order to have the right to attend the annual general meeting, temporarily re-register their shares in their own name. Such registration, which normally takes a few days, must be enforced (registered with Euroclear Sweden AB) no later than 24 June 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. The power of attorney may not be issued earlier than one year before the date of the annual general meeting, with the exception if the power of attorney specifies a longer period, up to a maximum of five years. A power of attorney issued by a legal entity shall have a registration certificate attached, or if such certificate does not exist, equivalent documents. Original power of attorney and any registration certificate should, in advance of the annual general meeting be sent to the Company at the address above. A proxy form may be ordered from the Company and will be available on the Company’s website www.hoylu.com.
PROPOSED AGENDA
- Opening of the annual 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 annual general meeting has been duly convened
- Approval of the agenda
- Presentation of the annual accounts and the auditor’s report as well as the consolidated annual accounts and the auditor's report on the consolidated annual accounts
- Resolution on
- adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the Company’s profit or loss according to the adopted balance sheet, and
- discharge from liability for the members of the board of directors and the managing director.
- Determination on the remuneration to the board of directors and the auditor
- Appointment of the members of the board of directors and the auditor
- Resolution to authorise the board of directors to resolve on new issues of shares, convertible notes and/or warrants
- Resolution to authorise the board of directors to undertake minor adjustments of the resolutions
- Closure of the annual general meeting
PROPOSED RESOLUTIONS
Item 8b - Resolution on allocation of the Company’s profit or loss according to the adopted balance sheet
The board of directors proposes that all retained earnings and profits from the financial year 2023 is carried forward and that no dividend is paid for the financial year 2023.
Item 9 - Determination on the remuneration to the board of directors and the auditor
A remuneration amounting to a total of SEK 700,000 is proposed to be distributed to the board of directors, of which SEK 250,000 is to be distributed to the chairman of the board of directors and SEK 150,000 each to the other directors appointed by the annual general meeting. A director who is also employed by the Company shall not receive any remuneration.
Remuneration to the auditor shall be paid according to current and approved invoices.
Item 10 - Appointment of the members of the board of directors and the auditor
It is proposed that the number of directors shall consist of four (4), until the end of the next annual general meeting, without deputies.
It is proposed to re-elect Reidar Fougner as chairman of the board and to re-elect each of Fredrik Urbanski, Johan Lindqvist and Hans Othar Blix as members of the board.
The board further proposes that the registered auditing firm Deloitte AB is re-elected for the period until the end of the next annual general meeting (with the authorised auditor Henrik Ekström as auditor-in-charge).
Item 11 - Resolution to authorise the board of directors to resolve on new issues of shares, convertible notes and/or warrants
The board of directors proposes that the annual general meeting authorises the board to resolve, on one or more occasions, during the period and until the end of the next annual general meeting, to increase the Company’s share capital through new issue of shares, convertible loan notes, and/or warrants to the extent permitted by the articles of association from time to time.
New issue of shares, as well as issue of warrants and convertible loan notes, shall be able to take place with or without deviation from the shareholders’ pre-emptive right, against cash payment, for payment in kind, by way of set-off, or on conditions following from Chapter 2, Section 5 of the Swedish Companies Act. According to Chapter 16 of the Swedish Companies Act, this authorisation does not authorise the board of directors to resolve on issue to board of directors and/or employees of the Company.
A valid resolution pursuant to this item requires that the resolution be supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting.
Item 12 - Resolution to authorise the board of directors to undertake minor adjustments of the resolutions
The board of directors proposes that the annual 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 annual general meeting to the extent required for registration of the resolutions.
OTHER
Number of shares and votes in the Company
As the date of this notice, the total number of registered shares in the Company is 57,164,380 representing a total of 57,164,380 votes. The share capital amounts to SEK 11,432,876.00. 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 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. The duty of disclosure also applies to the Company's relationships with other companies in the group and such circumstances as detailed above applicable to subsidiaries.
Shareholders have a right to ask the Company questions at the annual general meeting on the items and proposals to be considered at the annual general meeting.
Documents
The annual accounts, consolidated annual accounts, auditor’s report, proxy forms and other documents related to the resolutions proposed to the annual general meeting will be available at the Company’s head office and on the Company’s website, www.hoylu.com, no later than three (3) weeks prior to the annual 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 annual general meeting.
Stockholm in May 2024
Hoylu AB
The board of directors
For more information, please contact:
Truls Baklid, CEO Hoylu + 47 924 38 900 Email: tob@hoylu.com
Kjartan Berge Steinshamn, CFO 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
Ticker: Hoylu
Market place: Nasdaq First North Growth Market (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 persons set out above, at 15:00 AM CEST on May 28, 2024.
