NB This English text is an unofficial translation of the Swedish original of the invitation to the extraordinary meeting general Meet in Hoylu A B (audience), and in Case of any differences Between the Swedish text and the English translation, the Swedish text shall prevail.
TO REMARK To ATTEND THE EXTRAORDINARY GENERAL MEET IN HOYLU A B (PUBL)
On behalf of the shareholder, Alden AS, representing 14.9% of the shares of Hoylu AB (publ), reg. No. 559084-6381 (the “Company”), the board of directors hereby convenes an extraordinary general meeting to be held at 08:00 a.m. (CET) on November 25, 2022 at the premises of Eversheds Sutherland Advokatbyrå located at Strandvägen 1, Stockholm, Sweden. Registration starts at 07:45 (CET).
PARTICIPATION
Shareholders wishing to attend the extraordinary general meeting must:
- be registered as a shareholder in the share register maintained by Euroclear Sweden AB on Friday 17 November 2022;
- inform the Company of their participation no later than November 21, 2022, preferably before 4:00 p.m. (CET). The invitation to the extraordinary general meeting is made by e-mail to [email protected] or by post to Eversheds Sutherland Advokatbyrå AB, Att: Hoylu EGM, Strandvägen 1, 114 51 Stockholm. The notification must mention the surname, first names, personal identification number or registration number, shareholding, address, telephone number and, where applicable, the name of an agent or an assistant (maximum 2). The notification must be accompanied, where applicable, by powers of attorney, certificates of registration and other authoritative documents.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are in registered form must, in order to have the right to attend the extraordinary general meeting, temporarily re-register their shares in their own name. This registration, which normally takes a few days, must be completed (registered with Euroclear Sweden AB) no later than November 21, 2022 and nominees should therefore be advised to do so well in advance.
PROXY
Shareholders represented by proxy deliver a written and dated proxy signed by the shareholder. The power of attorney cannot be issued more than one year before the date of the general meeting, with the exception of the power of attorney which specifies a longer period, up to a maximum of five years. The power of attorney issued by a legal person must be accompanied by a registration certificate or, in the absence of such a certificate, by equivalent documents. The original of the power of attorney and any registration certificate must, prior to the general meeting, be sent to the Company at the above address. A form of proxy can be ordered from the Company and is available on the Company’s website www.hoylu.com.
OFFERS AGENDA
- Opening of the extraordinary general meeting
- Appointment of a chairman of the general meeting
- Preparation and approval of the voting list
- Appointment of one (1) or two (2) people to verify the minutes of the meeting
- Determination of the regularity of the convening of the extraordinary general meeting
- Approval of the agenda
- Resolution on the directed issuance of convertible notes
- Resolution authorizing the Board of Directors to make minor amendments to the resolutions
- Closing of the extraordinary general meeting
OFFERS RESOLUTIONS
Resolution on directed publish of convertible Remarks (Object seven)
The shareholder Alden AS (the “Shareholder”) proposes that the company raises a convertible loan of a nominal amount not exceeding SEK 37,042,807 through a private placement of convertible loan bonds, resulting in an increase in share capital of up to 3 SEK 053,772.70 upon full conversion of the loan bonds. The resolution will further be governed by the following terms and conditions.
- The right to subscribe to the convertible bonds will belong to Baklid Invest AS, CeWi Invest AS, Fougner Invest AS, Trellevika Invest AS, Fredrik Fougner, Skadi AS, TTC Invest AS and Windchange Invest AB. Prior to the proposed directed convertible bond issue, the shareholder considered the possibility of proposing a rights issue, but concluded that a rights issue would take significantly longer and result in significantly higher costs and exposure. increased to potential market volatility compared to a directed issuance. . Furthermore, it is considered that the current stock market conditions make it probable that in the event of a capital increase, the issue will not be subscribed to the extent required and that guarantee commitments should therefore be subscribed to ensure that the Company sufficient capital, which in turn may result in additional costs and/or additional dilution depending on the type of consideration paid for such underwriting of collateral. In view of the foregoing, the shareholder considered that a directed issue of convertible bonds on the proposed terms is the most advantageous for the company and its shareholders, in particular taking into account the company’s need for immediate financing to pay off outstanding debts and to pursue business expansion.
- The nominal amount of the convertible debenture will be 1 SEK or multiples thereof. The loan bears an annual interest rate of 6% in accordance with the provisions of Annex 1B. The terms of the issuance of the convertible bonds, including the conversion price, were determined following arm’s length negotiations with the underwriters. Consequently, the Shareholder considers that the conditions of the issue of the convertible bonds are in line with market conditions.
- The subscription price will be equal to the nominal amount of the convertible bond.
- Payment for the issue of convertible bonds subscribed will be made in cash or by offsetting.
- The subscription will take place within three days of the date of the resolution to issue convertible bonds. Payment for the convertible bonds subscribed will be made within one week of the subscription date.
- The Board of Directors has the right to extend the subscription period and the payment deadline.
- The convertible debenture may be converted into shares during the period beginning on the date of registration with the Swedish Companies Registration Office of the resolution concerning the issue until February 28, 2023 inclusive, at a conversion price of SEK1.00. Any issue premium is transferred to the free premium reserve.
- Other terms and conditions as per Schedule 1B.
To share Capital city, shares, and dilution
Subject to the extraordinary general meeting deciding in accordance with the proposal of Alden AS and after full discussion (excluding accrued interest), the share capital will increase by an additional amount of approximately SEK 3,053,772.70 by issuing 37 042,807 new shares. The dilution for existing shareholders amounts to a maximum of approximately 29.3 percent.
A valid resolution under this item requires that the resolution be supported by shareholders representing at least nine-tenths (9/10) of the votes cast and shares represented at the extraordinary general meeting.
Resolution authorizing the Board of Directors to make minor amendments to the resolutions (item 8)
The shareholder proposes that the extraordinary general meeting authorizes the board, the managing director or the person otherwise designated by the board, to make such minor adjustments and clarifications of the decisions taken at the extraordinary general meeting to the extent necessary for the registration of resolutions.
OTHER
Number of actions and voice in the Company
On the date of this notice, the total number of registered shares of the Company is 91,743,922 representing a total of 91,743,922 votes. The Company does not hold any own shares.
Shareholders’ right at information
Shareholders are advised of their right under Chapter 7, Section 32 of the Swedish Companies Act, to request information about circumstances which may affect the assessment of an item on the agenda and about circumstances likely to affect the assessment of the Company’s financial position. The Board and the CEO will provide this information if the Board considers that this can be done without significant damage to the Company. The obligation to provide information also applies to the Company’s relations with other companies in the group, to the consolidated financial statements and to the circumstances as detailed above applicable to subsidiaries.
Shareholders have the right to put questions to the Company at the extraordinary general meeting on the points and proposals to be examined at the extraordinary general meeting.
Documents
The documents relating to the resolutions proposed to the extraordinary general meeting will be available at the registered office of the Company and on the website of the Company, www.hoylu.com, at the latest two (2) weeks before the extraordinary general meeting and will also be sent to shareholders who so request by providing their postal address. The documents will also be available at the extraordinary general meeting.
For more information please contact:
Truls Baklid, CEO Hoylu + 47 924 38 900 Email: [email protected]
Karl Wiersholm, CFO Hoylu + 1 425 829 2316 Email: [email protected]
About Hoylu
Hoylu is an easy-to-use, cloud-based Agile and build project management and whiteboarding tool that enables distributed teams to plan and visualize projects. Our adaptive workspaces take the complexity out of complex projects and freely adapt to fit any team or workflow. We’ve got you covered for PI planning, Scrum, Kanban, dependency mapping, retrospectives, Lean, pull planning, and more. Learn more at hoylu.com
Stock Symbol: Hoylu
Marketplace: Nasdaq First North Growth Stockholm
Certified advisor: Mangold Fondkommission AB +46 (0) 8 50 301 550; [email protected]
Publication
The information was submitted for publication, through the contact persons listed above, at 7:00 p.m. CET on November 11, 2022.
