Hoylu AB (publ)
Stockholm on 21 March 2022
Bulletin from the extraordinary general meeting in Hoylu AB (publ)
Extraordinary general meeting in Hoylu AB (publ), 559084-6381 (the “Company”) was held today, 21 March 2022 at the premises of Eversheds Sutherland Advokatbyrå at Strandvägen 1 in Stockholm, Sweden.
Resolution on directed convertible notes
The meeting resolved, with required majority, in accordance with shareholder Fougner AS proposal, to approve the directed issue of convertible bonds. The resolution is governed by the following terms and conditions:
- The right to subscribe for the convertible debenture shall vest in Skadi AS (controlled by Hans Othar Blix), Windchange Invest AB (controlled by Johan Lindqvist), Baklid Invest AS (controlled by Truls Baklid) and CeWi Invest AS (controlled by Karl Wiersholm). The reason for not applying the shareholders’ pre-emption rights is to raise capital in a cost and time effective manner. Moreover, the issue of convertible bonds makes it possible for the board members Hans Othar Blix, Johan Lindqvist and the executives Truls Baklid and Karl Wiersholm to invest and thus achieving alignment with the Company’s shareholders.
- The nominal amount of the convertible debenture shall be SEK 1 or multiples thereof. The loan carries an annual interest rate of 6 per cent in accordance with the provisions set out in the terms and conditions.
- The subscription price shall be equal to the nominal amount of the convertible debenture.
- Subscription shall take place within three days of the date of the resolution to issue convertible debentures. Payment for the convertible debentures subscribed for shall be made within one week of the time of subscription.
- The convertible debenture may be converted into shares during the period commencing 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
Upon full conversation (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 amounts to a maximum of approximately 0.7 per cent.
Resolution on incentive program 2022/2025 for senior executives and other employees in the Company
The meeting resolved to approve the board of director’s proposed incentive program 2022/2025 towards senior executives and other employees in the Company and its subsidiaries. The incentive program comprises a maximum of 13,000,000 warrants. The right to participate in the incentive program vest in senior executives and other employees of the Company and its subsidiaries. Each warrant entitles the holder to subscribe for a new share in the Company against a payment according to a subscription price amounting to SEK 1.50 with the possibility to exercise the warrant from 1 January 2025 to 30 June 2025.
To enable the delivery of shares under the incentive program the meeting also resolved of a directed issue of up to 13,000,000 warrants to one of the Company’s wholly owned subsidiaries and approval of transfer of warrants from the subsidiary to participants in the incentive program.
Upon full exercise of the warrants, up to 13,000,000 shares may be issued, which corresponds to a dilution of approximately 10 percent of the Company’s share capital av votes.
Resolution on the election of new board members
The meeting resolved to elect Reidar Fougner and Fredrik Urbanski as new board members. Björn Wallin and Stein Revelsby have announced their resignation in connection with the extraordinary general meeting. The board of directors will thus consist of Reidar Fougner, Fredrik Urbanski, Johan Lindqvist and Hans Othar Blix.
For more information, please contact:
Truls Baklid, CEO Hoylu + 47 924 38 900 Email: firstname.lastname@example.org
Karl Wiersholm, CFO Hoylu + 1 425 829 2316 Email: email@example.com
Hoylu’s mission is to empower distributed teams to collaborate easily and seamlessly while always staying in sync. Hoylu’s Connected Workspaces™ helps enterprises as well as small and medium companies run projects, programs, and initiatives across time zones and continents with the same level of engagement and clarity as if everyone were working in the same room.
For more information: www.hoylu.com
Try Hoylu for free: https://www.hoylu.com/signup/
Ticker symbol: Hoylu
Marketplace: Nasdaq First North Growth Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; firstname.lastname@example.org
The information was submitted for publication, through the agency of the contact persons set out above, at 13:58 CET on 21 March 2022.