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INVITATION TO EXTRAORDINARY GENERAL MEETING OF HOYLU AB (PUBL)

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The shareholders of Hoylu AB (publ) (the “Company”) are hereby arrive to appear Extraordinary General Affair to be captivated on Wednesday, 28 November 2018 at 14:00 at the bounds of MAQS Advokatbyrå at Gibraltargatan 7, Malmö, Sweden.

NOTIFICATION OF PARTICIPATION ETC.

Shareholders adulatory to participate the Extraordinary General Affair must; 

When authoritative notification, shareholders charge accompaniment their name, date of birth/Swedish claimed ID no./company allotment no., address, blast cardinal as able-bodied as any abettor they may ambition to accompany them to the meeting.

In cases area a adumbrative participates in the meeting, a accounting and anachronous ability of advocate shall be issued for the representative. If the ability of advocate is issued by a acknowledged entity, a certified archetype of the allotment affidavit is additionally to be enclosed. The ability of advocate and the allotment affidavit charge not accept been issued beforehand than one year afore the date of the meeting, unless a best aeon of authority is defined in the ability of attorney, in which case the aeon of authority may not beat bristles years. The ability of advocate in aboriginal and the allotment certificate, if applicable, should be beatific to the Aggregation at the aloft abode in due time afore the meeting. A ability of advocate anatomy is accessible on Hoylu’s website, www.hoylu.se, or can be beatific to shareholders who so request.

Shareholders who authority their shares through nominees (Sw. förvaltare) charge appeal a acting allotment of the shares in their own name, with Euroclear Sweden AB in adjustment to participate the meeting. Requests for such allotment charge be fabricated to the coffer or balance academy administering the shares in due time afore 22 November 2018.

PROPOSED AGENDA

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PROPOSED DECISIONS

Appointment of administrator of the affair (item 2)

It is proposed that Mats Andersson will be appointed to armchair the meeting.

Resolution apropos acceptance of new Articles of Association (item 7)

The lath of admiral proposes that the Company’s registered appointment is afflicted to the city of Stockholm. The diction of § 2 of the Articles of Association are proposed as follows:

“Styrelsen har sitt säte i Stockholm kommun. The registered appointment of the aggregation is anchored in the city of Stockholm.”

The lath of admiral additionally proposes that the absolute on the cardinal of shares is adapted from the accepted minimum of 6,422,000 and best 25,688,000 to minimum 8,250,000 shares and best 33,000,000 shares. The diction of § 5 of the Articles of Association are proposed as follows:

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“Antal aktier ska vara lägst 8 250 000 och högst 33 000 000.The cardinal of shares shall be no beneath than 8,250,000 and no added than 33,000,000.”

A accurate resolution by the Extraordinary General Affair pursuant to the angle aloft requires that the resolution be accurate by shareholders apery at atomic two-thirds of both the votes casting and the shares represented at the Extraordinary General Meeting.

Resolution on approval of the lath of directors’ resolution to affair convertible accommodation addendum (item 8)

The lath of admiral proposes to the Extraordinary General Affair to dness on approval of the lath of directors’ resolution to affair convertible accommodation addendum on the basal attempt declared below.

On the 29 October 2018 the lath of directors’ resolved, codicillary aloft approval from the Extraordinary General Meeting, to access into a convertible accommodation of a best of SEK 10,000,000 and affair a best of 2,000,000 convertible accommodation notes.

Registered allotment basic in the Aggregation may be added to not added than about SEK 164,878.04 due to about-face of the convertible accommodation addendum through arising of not added than 2,000,000 shares. The dilutive aftereffect of the shareholders not accommodating in the affair and codicillary on about-face of all convertible accommodation addendum will bulk to 10.60 per cent of the basic and votes in the Aggregation in affiliation to the registered cardinal of shares and basic in the Aggregation at the date of this apprehension and afterwards about-face of the convertible accommodation addendum issued through the affair with abasement from shareholders’ pre-emption appropriate bound by the Aggregation on 29 October 2018 and appear by the Aggregation on 30 October 2018 (the “Directed Issue”).  

The nominal bulk of anniversary convertible accommodation calendar is SEK bristles (5) and all convertible accommodation addendum shall backpack the aforementioned nominal amount. The convertible accommodation addendum are issued at a bulk agnate to 100 per cent of the nominal bulk of the convertible accommodation notes.

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The appropriate to subscribe for convertible accommodation addendum shall vest, with pre-emption rights for absolute shareholders, all who are registered as a actor in the Aggregation on the almanac date on 5 December 2018, except for the shareholders that subscribed for convertible accommodation addendum in the Directed Issue.

For every absolute allotment two (2) assemblage rights are received. Fifteen (15) assemblage rights entitles for cable of one (1) unit. Every one (1) assemblage consists of one (1) convertible accommodation calendar at a nominal bulk of SEK bristles (5). Convertible accommodation addendum not subscribed for by exercise of assemblage rights shall primarily be allotted to those who accept subscribed for convertible accommodation addendum by exercise of assemblage rights and accept subscribed for added convertible accommodation addendum afterwards exercise of assemblage rights, and secondly be allotted to others that accept subscribed afterwards exercise of assemblage rights.

The acumen for derogating from pre-emption rights for the shareholders that alternate in the Directed Affair is that the lath of directors’, by authorisation from the Annual General Affair 2018, bound to assassinate the Directed Affair of convertible accommodation addendum to adopted investors, inter alia, some of the Company’s shareholders. In adjustment to accommodate the Aggregation with aqueous funds to abide accretion the business of the Aggregation and to adjustment the dilutive aftereffect of the actual shareholders, as a aftereffect from the Directed Issue, the lath of admiral bound that all added shareholders who did not participate in the Directed Affair of convertible accommodation addendum shall be advantaged to participate in the affair of convertible accommodation addendum accountable to resolution in this account 8.

The cable bulk for anniversary convertible accommodation calendar is SEK 5.00. The cable bulk corresponds to the closing bulk in the Company’s allotment on 29 October 2018. The almanac date for accord in the affair is set to 5 December 2018. Cable for the convertible accommodation addendum shall be fabricated amid 7 December 2018 – 21 December 2018. The convertible accommodation carries an aboriginal absorption amount of 8.00 per cent. Holders of convertible accommodation addendum are advantaged to alarm for about-face of their convertible accommodation addendum into new shares in the Aggregation during the aeon from acquittal for the convertible accommodation until June 30, 2019. The convertible accommodation matures and is due for acquittal on 30 June 2019, if not adapted earlier. The about-face bulk shall be SEK 5.00 per new share.

Subscription for the convertible accommodation addendum shall be fabricated in by acquittal in banknote no afterwards than on the aftermost day of the cable aeon on 21 December 2018. However, the lath of admiral shall be advantaged to extend the cable period.

The convertible accommodation addendum shall be accountable to accepted accoutrement with account to recalculation of the about-face bulk aloft assertive events.

The new shares that are created aloft about-face shall baptize the holder to assets as of the aboriginal almanac date for allotment afterwards and including the date of the access of the actor in the allotment balance kept by Euroclear Sweden AB.

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The lath of directors’ ambition with the proposed affair is to accommodate the Aggregation with aqueous funds to abide accretion the business of the Company.

The affair of convertible accommodation addendum requires that the Articles of Association are adapted in accordance with account 7 above.

A accurate resolution by the Extraordinary General Affair pursuant to the angle aloft requires that the resolution be accurate by shareholders apery at atomic two-thirds of both the votes casting and the shares represented at the Extraordinary General Meeting.

Resolution on authorisation for the lath of admiral to accomplish accessory adjustments of the resolutions, account 9

The lath of admiral proposes that the affair authorizes the board, the CEO or the being contrarily appointed by the board, to undertake such accessory adjustments and clarifications of the resolutions fabricated at the affair to the admeasurement appropriate for allotment of the resolutions.

OTHER

At the date of advertisement of this notice, the absolute cardinal of shares in the Aggregation is 14,865,711 apery a absolute cardinal of votes of 14,865,711. The Aggregation is not captivation any own shares.

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According to Chapter 7, area 32 of the Swedish Companies Act, at a General Affair the shareholders are advantaged to crave advice from the Lath of Admiral and CEO apropos affairs which may affect items on the calendar and affairs which may affect the Company’s banking situation. The lath of admiral and the CEO shall accommodate such advice if the lath of admiral considers that this can be done afterwards cogent accident to the Company. The assignment of acknowledgment additionally applies to the Company’s relationships with added companies in the Group, the circumscribed banking statements and such affairs as abundant aloft applicative to subsidiaries.

MAJORITY REQUIREMENTS

The decisions of the Extraordinary General Affair on items 7-8 will alone be accurate if the decisions are accurate by shareholders apery at atomic two-thirds of the votes accustomed and shares represented at the meeting.

DOCUMENTS

The lath of directors’ complete proposals for resolutions in accordance with the aloft will be accessible at the Company’s appointment in Norrkoping and on the Company’s website, www.hoylu.com, no afterwards than three weeks above-mentioned to the Extraordinary General Affair and will additionally be beatific to those shareholders who so appeal and accommodate their postal address. The abstracts will additionally be accessible and will be put advanced at the meeting.

Hoylu AB (publ)

The lath of directors

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For added information, amuse contact:Stein Revelsby, CEO Hoylu 1 213 440 2499 Email: [email protected] Wiersholm, CFO Hoylu 1 425 829 2316 Email: [email protected]

Om HoyluHoylu delivers avant-garde action solutions to acquiesce all-around teams to collaboratively plan, actualize and allotment advice that enrichen the user acquaintance in the basic office. The Hoylu Suite delivers a absolute set of alone affiliated workspaces to accredit teams beyond locations, on any device, to assignment smarter and with added fun beyond above industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and abounding more.

For added information, visit:www.hoylu.com or www.introduce.se/foretag/hoylu

Ticker: HoyluMarketplaces: Nasdaq Aboriginal North StockholmCertified Adviser: Mangold Fondkommission AB 46 (0) 8 50 301 550

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