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.
NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF HOYLU AB (PUBL)
The shareholders of Hoylu AB (publ), reg. no 559084-6381 (the “Company”) are hereby summoned to attend the annual general meeting held on Friday June 10, 2022.
INFORMATION RELATED TO THE CORONA VIRUS
Due to the coronavirus and in order to reduce the risk of spreading the infection, the board of directors has, in accordance with the Act (2022:121) in temporary exemptions to facilitate the conduct of general meetings of shareholders and associations, decided that the annual general meeting shall be conducted according to a so-called postal voting procedure. The annual general meeting will thus be held without the possibility for shareholders to attend in person or by proxy. Instead, shareholders may participate on the annual general meeting by voting and submitting questions in advance in accordance with the instructions below.
Information on the resolutions adopted by the annual general meeting will be published on Friday 10 June 2022.
Notification on participation
Shareholders who wish to attend the annual general meeting must:
- be recorded as shareholders in the share register maintained by Euroclear Sweden AB on Wednesday June 1, 2022;
- no later than on Thursday 9 June, 2022, preferably before 16:00 (CEST), have given notice of their participation and potential assistants in accordance with the instructions under “Information about postal voting” below. Participation to attend the annual general meeting shall be sent by e-mail to firstname.lastname@example.org or by mail to Eversheds Sutherland Advokatbyrå AB, Strandvägen 1, 114 51 Stockholm.
Information about postal voting
The postal voting form will be available on the Company’s website www.hoylu.com at least three weeks before the annual general meeting. The completed and signed form should be sent in original to the above address. The completed form must be received by the Company no later than 9 June 2022, preferably before 16.00 CEST. Further instructions can be found in the form.
Please note that registration of shares in your own name (if the shares are nominee-registered) and notification of the meeting must have been made as set out below.
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 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 Wednesday 1 June 2022, 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.
- Opening of the annual general meeting
- Appointment of a chairman 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 was duly convened
- Approval of the agenda
- 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
- Resolution on:
- adoption of the profit and loss account and balance sheet, as well as the consolidated profit and loss account and balance sheet;
- appropriations of the Company’s profits or losses in accordance with the adopted balance sheet; and
- discharge from liability of the Board of Directors and the CEO
- Determination of remuneration for the Board of Directors and the auditor
- Appointment of Board of Directors and auditor
- Resolution to amend terms and conditions for outstanding convertible notes
- Resolution on directed issue of convertible notes
- Resolution to authorize the Board of Directors to resolve to issue new shares, convertible loan notes and/or warrants
- Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
- Closure of the annual general meeting
Appointment of a chairman of the general meeting (item 2)
The Chairman of the Board, Johan Lindqvist, is proposed to be appointed as chairman of the annual general meeting.
Preparation and approval of the voting register (item 3)
The proposed voting list is the voting list that will have been drawn up on the basis of the shareholders present, the register of shareholders and postal votes received and that has been checked and approved by the adjusters.
Appointment of one (1) or two (2) persons to verify the minutes of the meeting (item 4)
The board of directors proposes that John Edgren (Eversheds Sutherland Advokatbyrå) or, in his/her absence the person(s) designated by the board of directors, be appointed to approve the minutes together with the chairman. The duties of the person responsible for the minutes shall also include checking the voting list.
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 2021 is carried forward. The Board proposes no dividend for the financial year 2021.
Determination of remuneration for the Board of Directors and the auditor (item 9)
A remuneration of totalling SEK 700,000 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, shall consist of four (4) Directors and no deputies.
It is proposed to re-elect Johan Lindqvist (chairman) and re-elect each of Reidar Fougner, Fredrik Urbanski and and Hans Othar Blix as Directors in the Company.
The Board further proposes that the registered auditing firm Deloitte AB be re-elected to serve for the period until the end of the next annual general meeting (with authorized public accountant Henrik Ekström as auditor-in-charge until further notice).
Complete information of the Directors of the Board and accountant will be published on the Company’s website three weeks before the annual general meeting at the latest.
Resolution to amend terms and conditions for outstanding convertible notes (item 11)
The board of directors proposes that the annual general meeting resolves to reduce the conversion price and change the terms and conditions for outstanding convertible notes from SEK 1.50 per new share to SEK 1.00 per new share as set out below.
|Current wording||Proposed wording|
|8.2 Konverteringskursen ska motsvara 1,50 kronor per Ny Aktie. The Conversion Price shall correspond to 1.50 SEK per New Share.||8.2 Konverteringskursen ska motsvara 1,00 krona per Ny Aktie. The Conversion Price shall correspond to 1.00 SEK per New Share.|
Resolution on directed issue of convertible notes (item 12)
The shareholder Alden AS proposes that the annual general meeting resolves on a directed issue of convertible notes in a nominal amount not exceeding SEK 15,000,000, entailing an increase in the share capital of not more than SEK 1 236 585 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 Fougner Invest AS (controlled by Reidar Fougner), Trellevika Invest AS (controlled by Reidar Fougner ‘s wife), Fredrik Fougner (son of Reidar Fougner), TTC Invest AS (controlled by Fredrik Urbanski), 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 deviating from the shareholders’ pre-emption rights is to enable investments in the Company from the board members Reidar Fougner, Fredrik Urbanski, 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. Furthermore, the Company can raise capital in a time- and cost-efficient manner through a directed issue.
- 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, October 31, 2022, at a conversion price of SEK 1.00.
- Any share premium shall be transferred to the unrestricted premium reserve.
Share capital, shares, and dilution
Provided that the annual general meeting resolves in accordance with Alden AS proposal and upon full conversion of the convertible notes (excluding accrued interest) the share capital will increase by an additional amount of approximately SEK 1,236,585 by the issue of 15,000,000 new shares. The dilution for existing shareholders amount to a maximum of approximately 14,0 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
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 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.
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 to authorize the Board of Directors to undertake minor adjustments of the resolutions (item 14)
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.
Number of shares and votes in the Company
As of the date of this notice, the total number of shares in the Company is 91,743,922, representing a total of 91,743,922 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.
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 three 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 2022
Hoylu AB (publ)
The Board of Directors
For more information, please contact:
Truls Baklid, CEO, +47 924 38 900 Email: email@example.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: firstname.lastname@example.org
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Ticker symbol: Hoylu
Marketplace: Nasdaq First North Growth Market
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550, email@example.com
The information was submitted for publication, through the agency of the contact person set out above, at 08:40 CEST on May 2, 2022.