GlobeNewswire

NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN HOYLU AB (PUBL)

Share

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), 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 summoned to attend the extraordinary general meeting held at 10.00 (CET) on Tuesday 23 March 2021 at the premises of Eversheds Sutherland Advokatbyrå located at Strandvägen 1, Stockholm, Sweden. Registration begins at 10.00 (CET).

INFORMATION RELATED TO THE CORONA VIRUS

To minimise the risk of spreading the corona virus, no food and beverages will be served at the EGM. Participation of board members and company management will be restricted to online where possible. Shareholders who so desire can attend via a representative.

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 Monday 15 March 2021;
  • no later than on Wednesday 17 March 2021, preferably before 16:00 (CET), 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 (0)40-170 600 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 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 17 March 2021, 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 extraordinary 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 extraordinary general meeting was duly convened
  6. Approval of the agenda
  7. Resolution on approval of the Board of Directors’ decision to issue new shares with deviation from the shareholders’ pre-emption right (cash payment)
  8. Resolution to a) approve the Board of Directors’ proposed new share-based incentive program through b) directed issue of warrants and c) approval of transfer of warrants
  9. Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions
  10. Closure of the extraordinary general meeting


PROPOSED RESOLUTIONS

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

The Chairman of the Board, Björn Wallin, is proposed to be appointed as chairman of the extraordinary general meeting.

Resolution on approval of the board of directors’ decision to issue new shares with deviation from the shareholders’ pre-emption right (item 7)

The board of directors proposes that the general meeting approve the board of directors’ resolution on 7 February 2021 to increase the Company’s share capital by no more than SEK 44,163.66 due to the issue of up to 535,713 new shares.

The new shares shall be issued at a subscription price of SEK 2.80 per share, which corresponds to a discount of approximately 2.10 per cent compared to the volume-weighted average price during the ten trading days in the Company’s shares before the Board of Director’s resolution on the directed share issue on 7 February 2021.

The right to subscribe for the new shares was, disapplying from the shareholders’ pre-emption rights, vested in the Company’s COO Truls Baklid and to the board member Hans Othar Blix.

The reason for derogating the shareholders’ pre-emption right is that the COO and the member of the Board, through their own investment, should be able to access and work for a positive value development of the Company’s shares and thus achieve alignment of interest with the Company’s 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.

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 extraordinary general meeting.

Resolution to a) approve the Board of Directors’ proposed new share-based incentive program through b) directed issue of warrants and c) approval of transfer of warrants (item 8)

The Board of Directors proposes that the general meeting resolves to implement a share based incentive program for employees employed in 2021 and for future employees in the Company and its subsidiaries (the “Incentive Program 2021/2024A”) in accordance with what is stated under section a) below.

In order to secure the Company’s commitments under the Incentive Program 2021/2024A, the Board of Directors also proposes that the extraordinary general meeting shall resolve on a directed issue of warrants in accordance with what is stated under section b) below and resolve to approve the transfer of warrants to the participating employees in the Company and its subsidiaries as specified under section c) below.

a)   Resolution on the adoption of a new share-based incentive program
The Board propose that the general meeting resolves to adopt the Incentive Program 2021/2024A on the following principal terms and conditions:

  • The Incentive Program 2021/2024A shall conclude a maximum of 2,990,000 warrants.

  • Every warrant entitles to subscription of one new share in the Company against payment of a subscription price amounting to 125 per cent of the volume weighted average price (VWAP) of the Hoylu share traded on Nasdaq First North Growth Market ten trading days before the extraordinary general meeting. The subscription price and the number of shares that each warrant entitles to may be subject to recalculation as a result of a 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.
  • The Incentive Program 2021/2024A shall be offered to non-Swedish employees employed in 2021 and to future non-Swedish employees in the Company or the Company’s subsidiaries. No more than 300,000 warrants can be offered to each participant in the Incentive Program 2021/2024A.
  • Allotted warrants are earned during a period of three years as follows:
  • 1/3 of the allotted warrants will be earned on 31 December 2022;
  • 1/3 of the allotted warrants will be earned on 31 December 2023; and
  • 1/3 of the allotted warrants will be earned on 31 December 2024.
  • Earnings require that the participant be 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 warrants may be exercised at the ordinary time for exercise as described below, but further earnings will not take place.
  • The warrants are granted free of charge.
  • The warrants shall not constitute securities and cannot be transferable or pledged. However, the rights under the warrants are transferred to the decedent estate in connection with the participant’s death.
  • The participants in the Incentive Program 2021/2024A can exercise allotted and earned warrants during the period from January 1, 2025 until June 30, 2025.
  • Participation in Incentive Program 2021/2024A 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.
  • The warrants shall be regulated in special agreements with the respective participants. The Board of Directors shall be responsible for the design and management of the Incentive Program 2021/2024A within the framework of the above-mentioned main terms and conditions.

b)   Resolution on a directed issue of warrants
In order to enable the Company’s delivery of shares according to the Incentive Program 2021/2024A 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 2,990,000 warrants and on approval of transfer of warrants on the following principal terms and conditions:

  • With deviation from shareholders’ pre-emptive right, the warrants may only be subscribed for by Hoylu Intressenter AB (the “Subsidiary”). The reason for the deviation from shareholders’ pre-emptive right is that the warrants may be used within the framework of the Incentive Program 2021/2024A.
  • Subscription by the Subsidiary shall be made on 31 March 2021 at the latest. The Board of Directors shall have the right to postpone the subscription date. Oversubscription may not occur.

  • The warrants shall be issued without consideration. The reason is that the warrants are issued to the Subsidiary as part of the adoption of the Incentive Program 2021/2024A.

  • Each warrant entitles to subscription of one new share in the Company against payment of a subscription price amounting to 125 per cent of the volume weighted average price (VWAP) of the Hoylu share traded on Nasdaq First North Growth Market ten trading days before the extraordinary general meeting. Payment for a new share in the Company can be made in cash or by way of set-off.
  • The subscription price and the number of shares that each warrant entitles to may be subject to recalculation as a result of, inter alia, bonus issue, split and rights issues. Complete terms and conditions will be available on the Company's website two (2) weeks before the extraordinary general meeting is held at the latest.
  • 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 warrants, up to 2,990,000 shares may be issued, which corresponds to a dilution of approximately 3.17 per cent of the Company’s share capital and votes after registration of the private placement conducted on February 7, 2021.

c)    Resolution on approval of transfer of warrants
The Board of Directors proposes that the extraordinary general meeting resolves to approve that the Subsidiary may transfer warrants to participants in the Incentive Program 2021/2024A without consideration in connection with warrants being exercised in accordance with the conditions under section a) above or otherwise disposing of the warrants to secure the Company’s commitments and costs in relation to the Incentive Program 2021/2024A.

Additional information on the Incentive Program 2021/2024A

The reason for the adoption of the Incentive Program 2021/2024A and the deviation from shareholders’ pre-emptive right to subscribe for new warrants 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 Board of Directors considers that the Incentive Program 2021/2024A will cause costs in the form of accounting costs and partly in the form of employer’s social contributions.

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 extraordinary general meeting.

Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions (item 9)

The Board of Directors proposes that the extraordinary 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 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 registered shares in the Company is 81,029,637, representing a total of 81,029,637 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.

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 (2) 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 February 2021

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

About Hoylu

Hoylu’s mission is to make remote work and information sharing easy. Hoylu’s Connected Workspaces™ help enterprise clients manage activities, visualize work and motivate people to perform their best by avoiding miscommunication and secure success.

For more information: www.hoylu.com

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

Publishing
The information was submitted for publication, through the agency of the contact persons set out above, at 22:00 CET on February 17, 2021.


About GlobeNewswire

GlobeNewswire
GlobeNewswire
One Liberty Plaza - 165 Broadway
NY 10006 New York

https://globenewswire.com

GlobeNewswire is one of the world's largest newswire distribution networks, specializing in the delivery of corporate press releases financial disclosures and multimedia content to the media, investment community, individual investors and the general public.

Subscribe to releases from GlobeNewswire

Subscribe to all the latest releases from GlobeNewswire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from GlobeNewswire

Enento Group’s Annual Report and Remuneration Report 2020 published5.3.2021 14:00:00 CETPress release

ENENTO GROUP PLC, STOCK EXCHANGE RELEASE ON 5 MARCH 2021 AT 3.00 P.M. EET Enento Group’s Annual Report and Remuneration Report 2020 published Enento Group Plc has today published its Annual Report 2020 and Remuneration Report. The Annual Report consists of an Annual Review and a Financial Review. Annual Review covers business, sustainability and HR overviews. Financial Review consists of the Board of Directors’ Report, Financial Statements, Auditor’s Report and Corporate Governance Statement. The Annual Review and Financial Review are published as separate PDF documents in Finnish and English. The Annual Review, Financial Review and Remuneration Report are attached to this release and also available on Enento’s investor pages at https://enento.com/investors/ In accordance with European Single Electronic Format (ESEF) reporting requirements, Enento publishes the Financial Statements as an XHTML file. In line with the ESEF requirements, the primary statements of the consolidated financia

Överskott för staten i februari 20215.3.2021 09:30:00 CETPressemelding

Överskott för staten i februari 2021 Statens betalningar resulterade i ett överskott på 47,3 miljarder kronor i februari. Riksgäldens prognos var ett överskott på 53,1 miljarder kronor. Att överskottet blev lägre än förväntat förklaras av försenade inbetalningar på grund av tekniska problem hos en ramavtalsbank. Det primära saldot blev 7,8 miljarder kronor lägre än prognosen. Skatteinkomsterna var cirka 1 miljard kronor lägre än i prognos. Men eftersom skatter för 21 miljarder kronor som skulle ha betalats till Riksgälden på månadens sista bankdag blev försenade på grund av tekniska problem hos en ramavtalsbank påverkar inte dessa budgetsaldot för februari utan för mars. Myndigheternas utgifter var cirka 14 miljarder kronor lägre, bland annat på grund av lägre utbetalningar från Socialstyrelsen, SIDA och Kammarkollegiet. Riksgäldens nettoutlåning till myndigheter m.fl. var 1,9 miljarder kronor lägre än prognos. Räntebetalningarna på statsskulden var i linje med prognosen. För tolvmånad

Surplus for Swedish central government in February 20215.3.2021 09:30:00 CETPress release

Surplus for Swedish central government in February 2021 Swedish central government payments resulted in a surplus of SEK 47.3 billion in February. The Debt Office's forecast was a surplus of SEK 53.1 billion. The lower surplus than expected is explained by delayed payments due to technical problems at a framework agreement bank. The primary balance was SEK 7.8 billion lower than forecasted. Tax income were approximately SEK 1 billion lower than calculated. However, since tax incomes for SEK 21 billion that should have been paid to the Debt Office on the last banking day of the month were delayed due to technical problems at a framework agreement bank, this amount does not affect the budget balance for February but for March. Central government expenditure was approximately SEK 14 billion lower than forecasted, mainly due to lower payments from the National Board of Health and Welfare, the Swedish International Development Cooperation Agency and the Legal, Financial and Administrative S

Bilia becomes Lynk & Co’s first service partner5.3.2021 09:15:00 CETPress release

Bilia is the first service and damage workshop to have signed an agreement with Lynk & Co about providing workshop services for their car fleet in Sweden. Per Avander, Managing Director and CEO, comments: ”I am very happy that Bilia will cooperate with Lynk & Co in the future. They have an interesting business model based on month-to-month membership. This cooperation is completely in line with our strategic investment to grow within our important Service Business. We are convinced that our high competence when it comes to their products and our established network of service workshops across the country will contribute to a high service level.” Lynk & Co launched its model 01 and so-called mobility membership in Sweden at the end of September 2020. In the near future, Bilia will complete the first cars for delivery to the customer. Gothenburg, March 5, 2021 Bilia AB (publ) For information please contact: Per Avander, Managing Director and CEO, +46 (0)10 497 70 00, per.avander@bilia.se

Bilia blir Lynk & Co:s första servicepartner5.3.2021 09:15:00 CETPressemelding

Bilia har som första service- och skadeverkstad tecknat ett avtal med Lynk & Co om att tillhandahålla verkstadstjänster för deras bilpark i Sverige. Per Avander, VD och koncernchef, kommenterar: ”Jag är mycket glad över att Bilia kommer att samarbeta med Lynk & Co framöver. De har en spännande affärsmodell som bygger på månadsbaserade medlemskap. Samarbete går helt i linje med vår strategiska satsning på att växa inom vår viktiga Serviceaffär. Vi är övertygade om att vår höga kompetens när det gäller deras produkter och vårt inarbetade nätverk av serviceverkstäder runtom i landet kommer att bidra till en hög servicenivå.” Lynk & Co lanserade sin modell 01 och så kallat mobilitetsmedlemskap i Sverige i slutet av september 2020. Den närmaste tiden kommer Bilia att färdigställa de första bilarna för leverans till kund. Göteborg den 5 mars 2021 Bilia AB (publ) För information vänligen kontakta: Per Avander, VD och koncernchef, 010-497 70 00, per.avander@bilia.se Kristina Franzén, CFO, 010-

Eurocastle Releases Fourth Quarter and Year End 2020 Financial Results5.3.2021 08:00:00 CETPress release

Contact: Oak Fund Services (Guernsey) Limited Company Administrator Attn: Mark Woodall Tel: +44 1481 723450 Eurocastle Releases Fourth Quarter and Year End 2020 Financial Results ­­ Guernsey, 5 March 2021 – Eurocastle Investment Limited (Euronext Amsterdam: ECT) today has released its annual report for the year ended 31 December 2020. Adjusted Net Asset Value (“NAV”) of €16.7 million1, or €9.00 per share2 up €1.54 per share vs. €7.46 per share at Q3 2020 (up €0.68 per share vs. €8.32 per share at YE 2019) due to: Valuation movements: €0.20 per share, or 4%, increase in Q4 2020 (€1.03 per share3 decrease for the FY 2020) on the remaining three real estate fund investments.€0.02 per share, or 4%, increase in Q4 2020 (€0.05 per share increase for the FY 2020) on the remaining three NPL and other loan interests. Positive reserve and legacy movements of €1.32 per share in Q4 2020 (€1.66 per share increase for the FY 2020) IFRS NAV of €32.9 million, or €17.72 per share 2020 Capital Distribut

AB Klaipėdos nafta preliminary revenue for February 20215.3.2021 08:00:00 CETPress release

The preliminary sales revenue of the Company’s oil terminals for February 2021 comprises EUR 1.3 million and is lower by EUR 0.8 million or by 38.1 % compared to February of 2020. The preliminary sales revenue of the Company’s oil terminals for the two months of 2021 comprises EUR 3.6 million and is lower by 12.2 % compared to the same period of 2020. The preliminary sales revenue of the Company’s Klaipėda LNG terminal for February 2021 comprises EUR 2.7 million (during the same month of 2020 – EUR 3.6 million). Klaipėda LNG terminal revenue from regulated activities consists of the regasification tariff fixed part (for booked annual capacities), variable part for amount of re-gasified LNG and reloading revenue. The level of Klaipėda LNG terminal revenue (for booked annual capacities) does not depend on regasification volume. Revenue is confirmed by the National Energy Regulatory Council (NERC) based on the approved methodology of State regulated prices in the natural gas sector and is