The Swedish FSA obliges Hoylu to pay fine

The Swedish Financial Supervisory Authority (the ”SFSA”) has decided to impose Hoylu AB (publ) a fine of SEK 2.1 million due to shortcomings in the company’s information disclosure in connection with two press releases issued by the company in April, 2017.

The decision is available at the SFSA’s website, www.fi.se.

Stein Revelsby, CEO: “This incident took place more than two years ago. Hoylu has since then taken measures to avoid similar incidents. We respect the decision by the SFSA as such, but do not consider the fee to be proportional”.

For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com

Om Hoylu
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more.

www.hoylu.com

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550

This information is information that Hoylu AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:52 CET  on June 19, 2019.

HOYLU AB: HOYLU EXPANDS ITS RESELLER AND PARTNER NETWORK.

Stockholm June 6, 2019

Hoylu continues to expand its reseller network with the signing of 3 new partners in the USA.

Synnex, (synnex.com) with headquarter in Fremont, CA, USA. Synnex distributes technology products from more than 400 of the world’s leading and emerging manufacturers and provide complete solutions to more than 20,000 resellers and retail customers in the U.S., Canada, and Japan.

HB Communications (HBCommunications.com) with headquarter in North Haven, CT, USA. HB Communications has more than 400 employees, and an extensive partnering ecosystem that allows them to support organizations of any size around the world. HB Communications passion for the way new and emerging technologies can be used to improve communication cultures, has fueled their industry leadership for nearly 70 years.

Nor-Com (http://nor-com.com) with headquarter in Cincinnati, OH, USA. Founded in 1971 and privately owned, NOR-COM has become one of the premier leaders in Audio-Visual, Security/ Surveillance, Digital Media, IT and Performance Sound companies in the United States. The reputation built by NOR-COM over the last four decades is driven by providing reliable products along with services that augment their technology integration.

Stein Revelsby, Hoylu’s CEO, commented: “We are pleased to welcome our new partners and to expand our market reach.”

For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; ca@mangold.se

HOYLU AB: HOYLU AB (PUBL) RECEIVES LARGE ORDER

Stockholm, Sweden, May 23, 2019 – Hoylu, a leading enterprise collaboration company announced today that it has received a new order from Holland America Line, an existing customer of Hoylu. The deal value is SEK 25 million over a 3-year period for software and solutions, maintenance, services and support. The order will be delivered an invoiced monthly over the 3-year period.

Hoylu’s software and solutions offer new and exciting ways to learn, communicate and collaborate smarter, faster and more efficiently. Create connected workspaces that include engineering plans, design reviews, and analyze large data sets on large scale HoyluWalls or any device you choose. Hoylu Suite is designed to make digital work simple, seamless and hassle free.

For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550

Publication
This information is information that Hoylu AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at (8:30) CEST on May 23, 2019

HOYLU AB: HOYLU RECEIVES NEW ORDER FROM PROCTER & GAMBLE

Stockholm, Sweden, May 20, 2019 – Hoylu, a leading enterprise collaboration company announced today that it has received a new order from Procter & Gamble in the US. The order will be delivered in Q2 2019 and represents a deal value of SEK 500,000 in product and software revenue and presents ongoing opportunities to expand within the organization.

Hoylu’s solutions and software offer new and exciting ways to learn and collaborate smarter, faster and more efficiently. Create connected workspaces that include engineering plans, design reviews, and analyze large data sets on large scale HoyluWalls or any device you choose. Hoylu Suite is designed to make digital work simple, seamless and hassle free.

For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550

Publication
This information is information that Hoylu AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at (8:30) CEST on May 20, 2019.

Hoylu AB: Hoylu AB (publ) publishes the Interim Report for January – March 2019

The complete version of the Interim Report for January – March 2019 is attached in this press release and is available on Hoylu’s web site (www.hoylu.com).

“The activity level in Q1 was high although we did not close as many deals as we had planned for. The focus was on transitioning to a Software as a Service business model, working with our largest customers, finalizing documentation and going through risk assessments and security reviews. Enterprises can now utilize Azure Active Directory services to authenticate users within their domain and users will be automatically logged in to Hoylu Connected Workspaces™, creating a seamless experience that company IT organizations can easily implement and manage. Our ability to meet strict security requirements is a prerequisite for larger scale enterprise deployments and also a competitive advantage” says Hoylu Chief Executive Officer, Stein Revelsby.

FIRST QUARTER 2019
 – Revenues for the first quarter were MSEK 6.5 (5.3)
 – Gross margin was 70 percent (72)
 – EBITDA for the first quarter was MSEK -6.2 (-6.7)
 – Operating loss was MSEK 7.6 (-8.1)
 – Profit after tax amounted to MSEK -8.5 (-8.3)
 – Earnings per share amounted to SEK -0.57 (-0.56)

The interim report for Hoylu has been prepared in accordance with the Annual Accounts Act and the Swedish Accounting Standards Board on annual report, and consolidated financial statements BFNAR 2012: 1 (K3) as well as the Swedish Securities Market Act.

For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; ca@mangold.se

Publication
This information is information that Hoylu AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 8:45 AM CEST on May 16, 2019.

Attachment

Bulletin from the Annual General Meeting in Hoylu AB (publ)

Distribution of earnings accommodation etc. 

At the Annual General Meeting of Hoylu AB (publ) today, May 16, 2019, the income statements and balance sheets of the parent company and the Group of the financial year of 2018 was adopted. The meeting resolved that no dividend should be paid and that the remaining shall be carried forward. The Annual General Meeting discharged the directors of the Board and the CEO from liability.

Board of Directors and auditor
The Annual General Meeting resolved to re-elect the Directors Stein Revelsby and Ian Sandmæl for the period until the end of the next Annual General Meeting.  

Björn Wallin was appointed as a new Director to replace Mats Andersson, who declined re-election. Björn Wallin, born 1963, is the founder and CEO of Recall Capital Group. Björn has experience as a CEO, CFO, Head of Mergers & Acquisitions and board member for several listed Swedish growth companies. He has also been the Listing supervisor and CEO at Nordic Growth Market, and was a director of GXG Markets, both regulated Scandinavian exchange markets. Björn has an extensive international experience derived from leading positions in several companies with an extensive global network. He was also invited to serve as adjunct member of the Swedish Corporate Governance Board and has been a frequent speaker in Sweden on topics that include corporate governance and listing issues. Further, Björn was appointed Chairman of the Board in Hoylu AB.

Further, the Annual General Meeting resolved to appoint Hans Othar Blix as new Director of the Board to replace Jon Ullmark, whom have declined reelection in favor for his new position as General Manager EMEA in Hoylu AB. Hans Othar, born 1965, is President and Chairman of Skadi Capital LLC and Chairman and CEO of Skadi AS. Blix has been working as an investor, consultant and professional board member for more than 25 years in over 40 tech and IT companies in Scandinavia and the US. Blix has broad experience in deal structures and negotiations, investor relations, IPO’s, mergers & acquisitions, restructuring, distressed situations, finance, strategic planning and execution, fund raising and exits. He is a Norwegian citizen and currently resides in the US as a permanent resident. Hans Othar Blix has a Master’s of Business and Marketing at the Oslo Business School in Norway and a degree in computer science at EDB Skolen.

Moreover, the Annual General Meeting resolved that remuneration to the Chairman of the Board shall be SEK 250,000 and SEK 150,000 each to the other Directors except to Stein Revelsby (also CEO), whereof the remuneration totals to SEK 550,000. 

The registered audit firm Deloitte was re-elected for the period until the end of the next Annual General Meeting as the company’s auditor, with Henrik Ekström as auditor-in-charge. The general meeting resolved that the audit fees shall be paid in accordance with current and approved account.

Amendment of Articles of Association
The Annual General Meeting resolved to adopt new Articles of Association whereby the share capital was changed from the current the current minimum of SEK 760,000 and maximum of SEK 3,040,000 to a minimum of SEK 824,390 and maximum of SEK 3,297,560 and the limits on the number of shares were changed from the current minimum 8,250,000 and maximum of 33,000,000 to a minimum of 10,000,000 and a maximum of 40,000,000.

Issuance authorization
The Annual General Meeting resolved to authorize the Board, with or without deviation from the shareholders’ pre-emptive right, at one or more occasions and for the period until the end of the next Annual General Meeting, to increase the company’s share capital through new issue of shares, warrants, and/or convertible loan notes to the extent permitted by the Articles of Association. The number of shares issued pursuant to this authorization must however correspond to a maximum of ten (10) percent of the share capital consisting of shares issued at the time of the 2019 Annual General Meeting.

Option Program 2019
The meeting resolved to adopt a warrant program corresponding to a maximum of 500,000 warrants. The right to participate in the warrant program shall be the limited to senior executives and other employees of the company. Each warrant entitles the holder to subscribe for a new share in the company against payment according to a subscription price amounting to the higher of; (i) an amount equal to 140 per cent of the company’s shares listed weighted average price for a period from May 13, 2019 to May 17, 2019; and (ii) SEK 7.00 per share, however the subscription price shall be at least equal to the quotient value of the share. The warrants shall have a maturity of 3.5 years with the possibility to exercise the warrant after 3 years.

To enable the delivery of shares under the warrant program the meeting also resolved of a directed issue of up to 500,000 warrants to one of the company’s wholly owned subsidiaries and approval of transfer of warrants from the subsidiary to participants in the warrant program.

Upon full exercise of the warrants, up to 500,000 shares may be issued, which corresponds to a dilution of approximately 3.25 percent of the company’s share capital and votes.

Employee stock Option Program
The meeting resolved to adopt an employee stock option program by issuing a maximum of 2,500,000 employee stock options. The right to participate in the employee stock option program shall be limited to the company’s CEO, senior executives, and certain employees and long-term consultants of the company or its subsidiaries. Each employee stock option entitles to subscription for a new share in the company against payment according to a subscription price amounting to the higher of; (i) an amount equal to 140 per cent of the company’s shares listed weighted average price for a period from May 13, 2019 to May 17, 2019; and (ii) SEK 7.00 per share, however, the subscription price shall be at least equal to the quotient value of the share.

To enable delivery of shares under the employee stock option program, the meeting also resolved of a directed issue of 2,500,000 employee stock options to one of the company’s wholly owned subsidiaries and approval of transfer of employee stock options from the subsidiary to participants in the employee stock option program.

Upon full exercise of the options, up to 2,500,000 shares may be issued, which corresponds to a dilution of approximately 14.40 percent of the company’s share capital and votes.

For more information, please contact:
Stein Revelsby, CEO Hoylu + 1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO Hoylu + 1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu.

Ticker symbol: Hoylu
Marketplace: Nasdaq First North 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 23:30 CEST on May 16, 2019.

Hoylu AB: Hoylu AB (publ) raises SEK 5M in a directed issue of convertible loan notes and warrants.

The annual general meeting of Hoylu AB (publ) (“Hoylu” or the “Company”) resolved on May 16, 2018 to authorize the board of directors, with or without deviation from the shareholders’ pre-emptive right, on one or more occasions until the end of the next annual general meeting, to resolve to increase the Company’s share capital through new issues of shares, warrants or convertibles loan notes to the extent permitted by the Articles of Association (the “Authorization”). The Authorization was registered by the Swedish Companies Registration Office (Sw. Bolagsverket) on June 18, 2018.

The Company announces today that the Board resolved on May 7, 2019 to carry out a directed issue of convertible loan notes and warrants on below terms and conditions and that the said directed issue is fully subscribed.

The main terms of the directed issue are shown below.

· The convertible loan amount to SEK 5,000,000 corresponding to 5,000,000 convertible loan notes (the “Convertibles”).

· The right to subscribe for Convertibles in the directed issue, with deviation from the shareholders’ pre-emptive right, is granted to the existing shareholders in the Company; Alden AS, and Fougner Invest AS, and the non-current shareholder Hortulan AS (the “Investors”).

· The convertible loan matures on May 7, 2020 and carries an annual interest rate of 8 per cent.

· The conversion price is set at SEK 5.00 per new share, which corresponds to approximately 125 per cent of the closing price for Hoylu’s share on Nasdaq Stockholm First North on May 6, 2019.

· For every SEK 5.00 Convertible subscribed, the Investors shall be issued a warrant with a right to acquire one (1) share in Hoylu for price of SEK 5.00 (the “Warrant”). The right to exercise the Warrant expires 12 months from the issue date. The Convertibles and Warrant are collectively referred to as “Units”.

· A maximum of 2,000,000 shares will be issued in relation to the directed issue due to conversion of the Convertibles and the exercise of the Warrants.

· The reason for the proposed directed issue of Units and the deviation from the shareholders’ pre-emptive right, is to increase the Company’s working capital for continued growth. The Board’s assessment is that a directed issue of Units under the circumstances is the Company’s most favorable way to obtain financing. The Units issued in the directed issue will not be subject to trade.

For more information, please contact:
Stein Revelsby, CEO Hoylu + 1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO Hoylu + 1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; ca@mangold.se

Publication
This information is information that Hoylu AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at (8:45) CEST on May 8, 2019.

Hoylu AB: Publishes its Annual Report for 2018

Hoylu AB (publ) announced today that the Annual Report for 2018 is available at Hoylu’s web site (https://www.hoylu.com/investor/financial-reports/).

For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu.

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; ca@mangold.se
Legal Adviser: Eversheds Sutherland Advokatbyrå AB

Publication
This is information that Hoylu AB (publ) is obliged to make public pursuant to the Swedish Securities Markets Act. The information was submitted for publication at 23:30 CEST on May 2, 2019.

CORRECTION OF NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF HOYLU AB (PUBL)

The correction is related to the description of the proposed Board Director Hans Othar Blix and the description of the proposed Board Director Björn Wallin in resolution item 10 “Appointment of Board of Directors and auditor”. Correct notice to Annual General Meeting in Hoylu AB (publ) is presented below.

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 (publ), and in case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

The shareholders of Hoylu AB (publ), reg. no 559084-6381 (the “Company”) are hereby summond to attend the Annual General Meeting held at 14:00 (CEST) on Thursday May 16, 2019 at the premises of Eversheds Sutherland Advokatbyrå located at Strandvagen 1, Stockholm, Sweden. Registration begins at 13:30 (CEST).

NOTIFICATION OF PARTICIPATION ETC.

Shareholders who wish to attend the Annual General Meeting must: 

  • be recorded as shareholders in the share register maintained by Euroclear Sweden AB on Friday May 10, 2019;
     
  • no later than on Friday May 10, 2019, preferably before 12.00 (CEST), have given notice of their participation and potential assistants by mail to Hoylu AB (publ), Tunnbindaregatan 37, 602 21 Norrkoping, Sweden, or by email to bolagsstamma@hoylu.com, or by telephone at +46 040-170600 during office hours.

             

The notification should state name, personal identification number or registration number, address, day-time phone number and when applicable information regarding any representative, proxy and or at most two assistants. If applicable, the notification must include authorization documents such as certificate of registration or equivalent documents.

Shareholders whose shares are nominee-registered must, in order to have the right to attend the Annual 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 Friday May 10, 2019, by which date such registration must be executed.

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 general meeting, with the exception of 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 general meeting be sent to the Company at the address above. A power of attorney form may be ordered from the Company and are available on the Company’s website www.hoylu.com.

PROPOSED AGENDA

  1. Opening of the Annual 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 Annual General Meeting was duly convened
  6. Approval of the agenda
  7. Presentation of the annual accounts and the auditor’s report as well as the consolidated annual accounts and auditor’s report on the consolidated accounts
  8. Resolution on:
    1. adoption of the profit and loss account and balance sheet, as well as the consolidated profit and loss account and balance sheet;
    2. appropriations of the Company’s profits or losses in accordance with the adopted balance sheet; and
    3. discharge from liability of the Board of Directors and the CEO
  9. Determination of remuneration for the Board of Directors and the auditor
  10. Appointment of Board of Directors and auditor
  11. Resolution of adoption of guidelines for remuneration to senior executives
  12. Resolution of adoption of new Articles of Association
  13. Resolution to authorize the Board of Directors to resolve to issue new shares, convertible loan notes and/or warrants
  14. Resolution of a) adoption of a new incentive stock option program through b) directed issue of warrants and c) approval of transfer of warrants
  15. Resolution of a) adoption of a new employee stock option program through b) directed issue of employee stock options and c) approval of transfer of employee stock options
  16. Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
  17. Closure of the Annual General Meeting

PROPOSED RESOLUTIONS

Appointment of a chairman of the general meeting (item 2)

The Chairman of the Board, Mats Andersson, is resolved to be appointed as chairman of the Annual General Meeting.

Appropriations of the Company’s profits or losses in accordance with the adopted balance sheet (item 8b)

The Board proposes that all retained earnings and profit from the financial year 2018 is carried forward. The Board proposes no dividend for the financial year 2018.

Determination of remuneration for the Board of Directors and the auditor (item 9)

A remuneration of totalling SEK 550,000 is to be distributed to the Board of Directors, of which SEK 250,000 is to be distributed to the Chairman of the Board and SEK 150,000 each to the other Directors appointed by the Annual General Meeting. A Director who at the same time is employed by the Company shall not receive any director’s fee.

Remuneration to the auditor are to be paid according to current account and approved invoices.

Appointment of Board of Directors and auditor (item 10)

It is proposed that the number of Directors, until the end of the next Annual General Meeting, consists of four (4) Directors and no deputies.

It is proposed to re-elect Stein Revelsby and Ian Sandmæl as Directors in the Company. Further, it is proposed to elect Björn Wallin and Hans Othar Blix as new Directors to the Board. It is proposed that Björn Wallin is elected as new Chairman of the Board. Mats Andersson (Chairman) will not participate in the re-election of Board Directors. Jon Ullmark has resigned as Director in favor of him taking the role as Hoylu’s General Manager of EMEA in the Company.

Björn Wallin, born 1963, is the Founder and CEO of Recall Capital Group. Björn has experience as a CEO, CFO, Head of Mergers & Acquisitions and board member for several listed Swedish growth companies.  He has also been the Listing supervisor and CEO at Nordic Growth Market, and was a director of GXG Markets, both regulated Scandinavian exchange markets. Björn has an extensive international experience derived from leading positions in several companies with an extensive global network.  He was also invited to serve as adjunct member of the Swedish Corporate Governance Board, and has been a frequent speaker in Sweden on topics that include corporate governance and listing issues. Björn is considered independent in relation to the Company, the senior management and major shareholders in the Company.

Hans Othar Blix, born 1965, is the President and Chairman of Skadi Capital LLC and Chairman and CEO of Skadi AS. Blix has been working as an investor, consultant and professional board member for more than 25 years in over 40 tech and IT companies in Scandinavia and the US. Blix has broad experience in deal structures and negotiations, investor relations, IPO’s, mergers & acquisitions, restructuring, distressed situations, finance, strategic planning and execution, fund raising and exits. Blix has a Master’s of Business and Marketing from the Oslo Business School in Norway as well as a degree in computer science from EDB Skolen. He is a Norwegian citizen and currently resides in the US as a permanent resident. Hans Othar owns 434.000 shares and 1 million convertible notes in the Company through Skadi AS and is considered independent in relation to the Company and the senior management and dependent in relation to major shareholders in the Company.

The Board proposes that the registered auditing firm Deloitte AB be elected to serve for the period until the end of the next Annual General Meeting (with authorized public accountant Henrik Ekström as new auditor-in-charge until further notice).

Henrik Ekström, born 1977, is an authorized public accountant at Deloitte AB in Malmö. Henrik is a member of FAR.

Complete information of the Directors of the Board and accountant will be published on the Company’s website two weeks before the Annual General Meeting at the latest.

Resolution regarding adoption of guidelines for remuneration to senior executives (item 11)

The Board propose to the Annual General Meeting to resolve on the guidelines below for the determination of remuneration and other employment conditions for the CEO and other senior executives.

The compensation level and structure shall be at market level, competitive and consider the individual’s areas of responsibility and expertise. The total compensation shall be a balanced mix of fixed salaries, variable compensation, retirement and health plans, any other benefits and terms for dismissal and severance payments. The remuneration may also comprise stock related long-term incentive programs.  

The variable compensation varies for each senior executive and shall primarily be related to the Company’s budget and may not exceed fifty (50) percent of the senior executive’s fixed salary. The variable compensation for the CEO, however, may not exceed seventy-five (75) percent of the fixed salary.

The Board may, if special reasons for doing so exist and as provided for in Chapter 8, Section 53 of the Swedish Companies Act, do minor changes on an individual basis from the abovementioned guidelines.

Resolution regarding adoption of new Articles of Association (item 12)

The Board of Directors proposes that § 4 of the Articles of Association regarding the limits of the share capital is amended from the current minimum of SEK 760,000 and maximum SEK 3,040,000 to minimum SEK 824,390 and maximum SEK 3,297,560. The following wording of 4 § in the Articles of Association is proposed:

”Aktiekapitalet ska vara lägst 824 390 kronor och högst 3 297 560 kronor.
The share capital shall be not less than SEK 824,390 and no more than SEK 3,297,560.”

The Board of Directors also proposes that § 5 of the Articles of Association regarding the limits on the number of shares is amended from the current minimum of 8,250,000 and maximum 33,000,000 to minimum 10,000,000 shares and maximum 40,000,000 shares.

”Antal aktier ska vara lägst 10 000 000 och högst 40 000 000.
The number of shares shall be no fewer than 10,000,000 and no more than 40,000,000.”

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.

Resolution regarding authorizing the Board of Directors to resolve to issue new shares, issue convertible loan notes and/or issue warrants (item 13)

The Board of Directors proposes that the Annual General Meeting authorizes 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-emption 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 authorization does not authorize the Board of Directors to resolve on issue to Board Directors and/or employees of the Company.

The number of shares issued pursuant to this authorization must correspond to a maximum of ten (10) percent of the share capital consisting of shares issued at the time of the 2019 Annual General Meeting.

The purpose of the authorization and the reason for any deviation from the shareholders’ pre-emptive right is to increase the financial flexibility of the Company, to be able to make payment with own financial instruments in connection with possible acquisitions that the Company may carry out or a desire in the Company’s interest to bring one or more major shareholders into the Company. The basis for the issue price shall be according to the prevailing market conditions at the time when shares and/or convertible loan notes and/or warrants are issued.

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.

Resolution of a) adoption of a new incentive stock option program through b) directed issue of warrants and c) approval of transfer of warrants (item 14)

The Board of Directors proposes that the Annual General Meeting resolves to adopt a new incentive stock option program of warrants for senior executives and other employees in the Company and its subsidiaries (the “Option Program 2019”) in accordance with what is stated under section a) below.

In order to secure the Company’s commitments under the Option Program 2019, the Board of Directors also proposes that the Annual General Meeting shall resolve on a directed issue of warrants in accordance with what is stated under section b) below and resolve to approve transfer of warrants to certain senior executives and other employees in the Company and its subsidiaries as specified under section c) below.

  1. Proposal of resolution on adoption of Option Program 2019

The Board of Directors propose that the general meeting resolves to adopt the Option Program 2019 on the following principal terms and conditions:

  1. The Option Program 2019 shall conclude a maximum of 500,000 warrants.
     
  2. Participants shall have the right to acquire warrants against payment corresponding to the market value of the warrants calculated in accordance with the Black-Scholes model.
     
  3. Each warrant entitles to subscription of one new share in the Company against payment of a subscription price amounting to the higher of (i) an amount corresponding to 140 percent of the volume-weighted average share price listed for the Company’s shares over a period from May 13, 2019 to May 17, 2019; and (ii) SEK 7.00 per share. However, the subscription price shall at least correspond to the quota value of the share. The subscription price and number of shares that each warrant entitles to may be subject to re-calculation as a result of 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.
     
  4. The Option Program 2019 shall be offered to senior executives and other employees in the Company or the Company’s subsidiaries as of December 31, 2019. An offer shall be made in accordance with the following principles:  
     
    1. Senior Executives             A maximum of 300,000 warrants
    2. Other employees               A maximum of 200,000 warrants
       
  5. The warrants shall have a vesting period of 3.5 years with a possibility to exercise the warrant after 3 years. 
     
  6. Proposal of resolution on directed issue of warrants

In order to enable the Company’s delivery of shares according to the Option Program 2019 and to secure related costs, primarily social security contributions, the Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 500,000 warrants and on approval of transfer of warrants on the following principal terms and conditions:

  1. With deviation from shareholders’ pre-emptive right, the warrants may only be subscribed for by Hoylu Intressenter AB, reg. no 559116-2606, a wholly owned subsidiary of the Company, (the “Subsidiary”). The reason for the deviation from shareholders’ pre-emptive right is that the warrants shall be used within the framework of the Option Program 2019.
     
  2. Subscription by the Subsidiary shall be made on June 30, 2019 at the latest. The Board of Directors shall have the right to postpone the subscription date. Oversubscription may not occur.
     
  3. The warrants shall be issued without consideration to the Subsidiary. The reason is that the warrants are issued to the Subsidiary as part of the adoption of the Option Program 2019.
     
  4. Each warrant entitles to subscription of one new share in the Company against payment of a subscription price amounting to the higher of (i) an amount corresponding to 140 percent of the volume-weighted average share price listed for the Company’s shares over a period from May 13, 2019 to May 17, 2019; and (ii) SEK 7.00 per share. However, the subscription price shall at least correspond to the quota value of the share. Payment for a new share in the Company can be made in cash or by way of set-off.
     
  5. The subscription price and number of shares that each warrant entitles to may be subject to re-calculation as a result of, inter alia, bonus issue, split and rights issues. 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 in to the Company’s share register.
     
  6. Upon full exercise of the warrants, up to 500,000 shares may be issued, which corresponds to a dilution of approximately 3.25 per cent of the Company’s share capital and votes.
     
  7. Proposal of resolution on approval of transfer of warrants

The Board of Directors proposes that the Annual General Meeting resolves to approve that the Subsidiary may transfer warrants to participants in the Option Program 2019. Transfer from the Subsidiary to participants in the Option Program 2019 shall be made against payment corresponding to the market value of the warrant calculated in accordance to the Black-Scholes model. Payment can be made in cash or by way of set-off.

Additional information of the Option Program 2019

The reason for adoption of the Option Program 2019 and the deviation from shareholders’ pre-emptive right to subscribe for the new warrants is to be able to create opportunities for the Company and its subsidiaries to retain and recruit employees by offering a 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.

As the warrants under the Option Program 2019 is offered at market value, the Company consider that no social contributions will arise for the Company under the Option Program 2019. Thus, the Option Program 2019 will only cause limited costs related to implementation and administration of the program.

Upon full exercise of the warrants, up to 500,000 shares will be issued, which corresponds to a dilution of approximately 3.25 per cent of the Company’s share capital and votes.

In addition to the Option Program 2019, the Board of Directors propose that the general meeting resolves to adopt an employee stock option program according to item 15 below. In connection to the employee stock option program up to 2,500,000 employee stock options will be offered. Upon all employee stock options under the employee stock option program and all warrants under the Option Program 2019 are exercised, a total of 3,000,000 shares will be issued, which corresponds to a dilution of approximately 16.79 per cent of the Company’s share capital and votes.

For a valid resolution under this item, the proposal is required to be supported by shareholders with at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting.

Resolution of a) adoption of a new employee stock option program through b) directed issue of employee stock options and c) approval of transfer of employee stock options (item 15)

The Board of Directors proposes that the Annual General Meeting resolves to adopt an employee stock option program for certain employees and consultants in the Company and its subsidiaries (the “Employee Stock Option Program 2019”) in accordance with what is stated under section a) below.

In order to secure the Company’s commitments under the Employee Stock Option Program 2019, the Board of Directors also proposes that the Annual General Meeting shall resolve on a directed issue of employee stock options in accordance with what is stated under section b) below and resolve to approve transfer of employee stock options to certain employees and consultants in the Company and its subsidiaries as specified under section c) below.

  1. Proposal of resolution on adoption of Employee Stock Option Program 2019

The Board propose that the general meeting resolves to adopt the Employee Stock Option Program 2019 on the following principal terms and conditions:

  1. The Employee Stock Option Program 2019 shall conclude a maximum of 2,500,000 employee stock options.
     
  2. Every employee stock option entitles to subscription of one new share in the Company against payment of a subscription price amounting to the higher of (i) an amount corresponding to 140 percent of the volume-weighted average share price listed for the Company’s shares over a period from May 13, 2019 to May 17, 2019; and (ii) SEK 7.00 per share. However, the subscription price shall at least correspond to the quota value of the share. The subscription price and number of shares that each employee stock option entitles to may be subject to re-calculation as a result of bonus issue, split, rights issue and similar measures, whereby the conditions for re-calculation in the complete terms and conditions applicable for the employee stock option shall be applied.
     
  3. The Employee Stock Option Program 2019 shall be offered to employees and certain consultants in the Company or the Company’s subsidiaries as of December 31, 2019. An offer shall be made in accordance with the following principles:
     
    1. The CEO                           A maximum of 450,000 employee stock options
    2. Senior Management           A maximum of 1,250,000 employee stock options
    3. Other employees               A maximum of 600,000 employee stock options
    4. Long-term consultants      A maximum of 200,000 employee stock options
       
  4. The notification to participate in the Employee Stock Option Program shall be submitted to the Company no later than on December 31, 2019. The Board of Directors have the right to extend such deadline.
     
  5. Allotted employee stock options are earned for three years as follows:
     
    1. 1/3 of the allotted employee stock options will be earned on December 31, 2020;
    2. 1/3 of the allotted employee stock options will be earned on December 31, 2021; and
    3. 1/3 of the allotted employee stock options will be earned on December 31, 2022.
       
  6. Earnings require that the participant is still employed by the Company and has 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 employee stock options may be exercised at the ordinary time for exercise as described below, but further earnings will not take place.
     
  7. The employee stock options are granted free of charge.
     
  8. The employee stock options shall not constitute securities and cannot not be transferable or pledged. However, the rights under the employee stock options are transferred to the decedent estate in connection with the participant’s death.
     
  9. The participants in the Employee Stock Option Program 2019 can exercise allotted and earned employee stock options during the period from January 1, 2023 to June 30, 2023.
     
  10. Participation in Employee Stock Option Program 2019 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.
     
  11. The employee stock options shall be regulated in special agreements with the respective participants. The Board of Directors shall be responsible for the design and management of the Employee Stock Option Program 2019 within the framework of the above-mentioned main terms and conditions.
     
  12. Proposal of resolution on directed issue of employee stock options

In order to enable the Company’s delivery of shares according to the Employee Stock Option Program 2019 and to secure related costs, primarily social security contributions, the Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 2,500,000 employee stock options and on approval of transfer of employee stock options on the following principal terms and conditions:

  1. With deviation from shareholders’ pre-emptive right, the employee stock options may only be subscribed for by the Subsidiary. The reason for the deviation from shareholders’ pre-emptive right is that the employee stock options may be used within the framework of the Employee Stock Option Program 2019.
     
  2. Subscription by the Subsidiary shall be made on June 30, 2019 at the latest. The Board of Directors shall have the right to postpone the subscription date. Oversubscription may not occur.
     
  3. The employee stock options shall be issued without consideration. The reason is that the employee stock options are issued to the Subsidiary as part of the adoption of the Employee Stock Option Program 2019.
     
  4. Each employee stock option entitles to subscription of one new share in the Company against payment of a subscription price amounting to the higher of (i) an amount corresponding to 140 percent of the volume-weighted average share price listed for the Company’s shares over a period from May 13, 2019 to May 17, 2019; and (ii) SEK 7.00 per share. However, the subscription price shall at least correspond to the quota value of the share. Payment for a new share in the Company can be made in cash or by way of set-off.
     
  5. The subscription price and number of shares that each employee stock option entitles to may be subject to re-calculation as a result of, inter alia, bonus issue, split and rights issues. 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 in to the Company’s share register.
     
  6. Upon full exercise of the employee stock options, up to 2,500,000 shares may be issued, which corresponds to a dilution of approximately 14.40 per cent of the Company’s share capital and votes.
     
  7. Proposal of resolution on approval of transfer of employee stock options

The Board of Directors proposes that the Annual General Meeting resolves to approve that the Subsidiary may transfer employee stock options to participants in the Employee Stock Option Program 2019 without consideration in connection with employee stock options being exercised in accordance with the conditions under section a) above or otherwise disposing of the employee stock options to secure the Company’s commitments and costs in relation to the Employee Stock Option Program 2019.

Additional information of the Employee Stock Option Program 2019

The reason for adoption of the Employee Stock Option Program 2019 and the deviation from shareholders’ pre-emptive right to subscribe for new employee stock options is to be able to create opportunities for the Company and its subsidiaries to retain competent personnel by offering a 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 proposal has been prepared by the Company’s Board of Directors. Stein Revelsby, CEO and director in the Company, has not participated in the preparation of the proposal.

The Board of Directors considers that the Employee Stock Option Program 2019 will cause costs in the form of accounting costs and partly in the form of employer’s social contributions.

In addition to the Employee Stock Option Program 2019, the Board of Directors have proposed that the general meeting resolves to adopt an incentive stock option program according to item 14 above. In connection to the incentive stock option program up to 500,000 warrants will be offered. Upon all employee stock options under the Employee Stock Option Program 2019 and all warrants under the Option Program 2019 are exercised, a total of 3,000,000 shares will be issued, which corresponds to a dilution of approximately 16.79 per cent of the Company’s share capital and votes.

For a valid resolution under this item, the proposal is required to be supported by shareholders with at least nine-tenths (9/10) of both the votes cast and the shares represented at the Annual General Meeting.

Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions (item 16)

The Board proposes that the Annual General Meeting authorizes 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 of the date of this notice, the total number of shares in the Company is 14,865,711, representing a total of 14,865,711 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 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, the consolidated financial statements 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.

Majority requirements

The resolutions of the Annual General Meeting on items 12 and 13 will only be valid if the resolutions are supported by shareholders representing at least two-thirds (2/3) of the votes given and shares represented at the meeting. The resolutions of the Annual General Meeting on item 14 and 15 will only be valid if the resolutions are supported by shareholders representing at least nine-tenths (9/10) of the votes given and shares represented at the meeting.

Documents

The annual accounts, consolidated annual accounts, auditor’s report 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 webpage, www.hoylu.com, no later than two 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 April 2019

Hoylu AB (publ)

The Board of Directors

For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; ca@mangold.se

The information was submitted for publication, through the agency of the contact persons set out above, at 03:00 CEST on April 17, 2019.

HOYLU AB: HOYLU RECEIVES NEW ORDER WITHIN EDUCATION

Stockholm, Sweden, April 17, 2019 – Hoylu, a leading enterprise collaboration company announced today that it has received another order from Shorelight Education, (shorelight.com). A leader in international education, Shorelight partners with American colleges and universities to open their campuses globally. Hoylu and Shorelight Education entered into a partnership in October 2017 to promote international student success at scale. The order is for expansion into China, India and Middle East and represents an initial deal value of SEK 330,000 in software and product revenue.

Hoylu’s software and solutions offer new and exciting ways to learn, communicate and collaborate smarter, faster and more efficiently. Create connected workspaces that include engineering plans, design reviews, and analyze large data sets on large scale HoyluWalls or any device you choose. Hoylu Suite is designed to make digital work simple, seamless and hassle free.

For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com

Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com or visit www.introduce.se/foretag/hoylu

Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550

Publication
This information is information that Hoylu AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at (8:30) CEST on April 17, 2019.