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). In case of any discrepancies between the Swedish text and the 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 17:00 (CEST) on Wednesday July 17, 2019 at the premises of Eversheds Sutherland Advokatbyrå located at Strandvägen 1, Stockholm, Sweden. Registration begins at 16:30 (CEST).
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 Thursday July 11, 2019;
- no later than on Thursday July 11, 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 Norrköping, 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 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 Thursday July 11, 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
- Opening of the extraordinary 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 extraordinary general meeting was duly convened
- Approval of the agenda
- Resolution on approval of the board of directors’ decision to issue new shares with deviation from the shareholders’ pre-emption right (cash payment)
- Resolution on approval of the board of directors’ decision to issue new shares with deviation from the shareholders’ pre-emption right (set-off payment)
- Resolution on amendments of the Employee Stock Option Program 2019
- Resolution on direct issue of the Additional Employee Stock Options
- Proposal of resolution on approval of transfer of employee stock options
- 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 meeting
PROPOSED RESOLUTIONS
Appointment of a chairman of the extraordinary general meeting (item 2)
The chairman of the board of directors, Björn Wallin, is resolved to be appointed as chairman of the meeting.
Resolution on approval of the board of directors’ decision to issue new shares with deviation from the shareholders’ pre-emption right (cash payment) (item 7)
The board of directors proposes that the extraordinary general meeting approve the board of directors’ resolution to increase the Company’s share capital by SEK 309,146.3233746 due to issue of 3,750,000 new shares.
The new shares shall be issued at a subscription price of SEK 4.00 per share, which corresponds to an estimated market value of the shares following a completed book-building process. Payment for allotted shares shall be made in cash no later than 3 July 2019 in accordance with the board’s resolution. The board of directors shall be entitled to extend the payment period.
Subscription of new shares was completed on 1 July 2019 in accordance with the board’s resolution. The right to subscribe for the new shares shall, disapplying from the shareholders’ pre-emption rights, be vested in certain professional investors who have been informed on beforehand.
The reason for derogating the shareholders’ pre-emption right is to further strengthen the investor base and to provide the Company with strategically important owners. Furthermore, a directed share issue can be implemented much faster and to lower cost than a rights issue. Considering the above and the proposed subscription price, a directed share issue is deemed to be of benefit to the company and its shareholders.
The new shares entitle the holder to a dividend as from the date on which the shares are entered in the share register maintained by Euroclear Sweden AB.
The decision is conditional on creditors in the Company accepting to offset at least 21,553,998 SEK against new shares in the Company at the same subscription price as in this issue. This decision may not be registered until there is sufficient room for shares according to the highest allowed number of shares set out in the Articles of Association. The CEO of the Company shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Resolution on approval of the board of directors’ decision to issue new shares with deviation from the shareholders’ pre-emption right (set-off payment) (item 8)
The board of directors proposes that the extraordinary general meeting approve the board of directors’ resolution to increase the share capital by no more than SEK 548,862.5869093 due to issue of no more than 6,657,801 new shares.
The new shares shall be issued at a subscription price of SEK 4.00 per share, which corresponds to an estimated market value of the shares following a completed book-building process. Payment for allotted shares shall be made by way of set-off payment not later than 1 July 2019. The board of directors shall be entitled to extend the payment period. Subscription of new shares shall be made not later than 1 July 2019. The right to subscribe for the new shares shall, disapplying from the shareholders’ pre-emption rights, be vested in creditors who have been informed on beforehand. The creditors are specified in the board of directors’ proposal.
The reason for derogating the shareholders’ pre-emption right is strengthen the Company’s balance sheet by setting-off overdue debt. Considering the above and the proposed subscription price, a directed share issue is deemed to be of benefit to the company and its shareholders. The new shares entitle the holder to a dividend as from the date on which the shares are entered in the share register maintained by Euroclear Sweden AB.
The CEO of the Company shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Resolution on amendments of the Employee Stock Option Program 2019 (item 9)
At the annual general meeting 2019, the shareholders resolved to adopt am employee stock option program for certain employees and consultants in the Company and its subsidiaries (the “Employee Stock Option Program 2019”). The board of directors proposes that the extraordinary general meeting resolves to amend the Employee Stock Option Program 2019 as follows:
- The Employee Stock Option program 2019 shall be increased by 1,000,000 new employee stock options (“Additional Employee Stock Options”). In total, the number of employee stock options under the Employee Stock Option Program 2019 will be 3,500,000.
- The Additional Employee Stock Options shall be offered to the Company’s employees.
- Other terms and conditions under the Employee Stock Option Program 2019 shall remain unchanged.
Resolution on direct issue of the Additional Employee Stock Options (item 10)
In order to enable the Company's delivery of the Additional Employee Stock Options and to secure related costs, primarily social security contributions, the Board of Directors proposes that the extraordinary general meeting resolves on a directed issue of a maximum of 1,000,000 employee stock options and on approval of transfer of employee stock options on the following principal terms and conditions:
- With deviation from shareholders' pre-emptive right, the employee stock options 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 Additional Employee Stock Options may be used within the framework of the Employee Stock Option Program 2019.
- Subscription by the Subsidiary shall be made on July 31, 2019 at the latest. The Board of Directors shall have the right to postpone the subscription date. Oversubscription may not occur.
- The Additional Employee Stock Options shall be issued without consideration. The reason is that the Additional Employee Stock Options are issued to the Subsidiary as part of the Employee Stock Option Program 2019.
- Each Additional 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.
- The subscription price and number of shares that each Additional 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 into the Company's share register.
- Upon full exercise of the Additional Employee Stock Options, up to 1,000,000 shares may be issued, which corresponds to a dilution of approximately 6.73 per cent of the Company's share capital and votes on the date of this notice.
Proposal of resolution on approval of transfer of employee stock options (item 11)
The board of directors proposes that the extraordinary general meeting resolves to approve that the Subsidiary may transfer the Additional Employee Stock Options to participants in the Employee Stock Option Program 2019 without consideration in connection with the Additional Employee Stock Options being exercised in accordance with the conditions under item 10 above or otherwise disposing of the Additional Employee Stock Options to secure the Company's commitments and costs in relation to the Employee Stock Option Program 2019.
Resolution regarding authorizing the Board of Directors to resolve to issue new shares, issue convertible loan notes and/or issue warrants (item 12)
The board of directors proposes that the extraordinary 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.
Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions (item 13)
The board of directors proposes that the extraordinary general meeting authorizes the board of directors, the CEO or the person otherwise designated by the Board, to undertake such minor adjustments and clarifications of the decisions made at the extraordinary 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 Extraordinary General Meeting on the items and proposals to be considered at the Extraordinary General Meeting.
Majority requirements
The resolutions of the Extraordinary General Meeting on items 8, 9 and 12 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. Items 10 and 11 require support by shareholders representing at least nine-tenths (9/10) of the votes given and shares represented at the meeting.
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 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.
____________________________
Stockholm in July 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 21:00 CEST on July 2, 2019.
Source(s) : Hoylu AB
