Notice of Annual General Meeting in Hudya AB
N.B. This notice is a translation of a Swedish notice, and in case of any conflict between the two language versions, the Swedish version shall prevail.
The shareholders of Hudya AB, reg. no. 559077-0748, (“Hudya” or the “Company”) are hereby summoned to the Annual General Meeting (“AGM”) on Thursday 25 June 2020. In the light of the current situation regarding the coronavirus, the Board of Directors of the Company, in accordance with the Implementation of Shareholder and Association Meetings (Temporary Exceptions) Act (sv. Lag (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), has resolved that the AGM will be conducted pursuant to so called mail-in procedures. The AGM will therefore be held without the possibility for shareholders to attend in person or through a proxy. Instead, shareholders can participate in the AGM by voting and submitting questions in advance pursuant to the instructions described below.
Information about the resolutions passed will be published on 25 June 2020, as soon as the result of the postal voting has been finally confirmed.
Notification of attendance
To participate in the AGM, through postal voting, shareholders must be registered as of 18 June 2020 in the shareholders’ register kept by Euroclear Sweden AB, and must notify attendance no later than on 24 June 2020, by casting its postal vote in accordance with the instructions under the heading Mail-in Procedures below so that the postal voting is received by the Company or poströsta.se no later than that day.
Shareholders with nominee-registered shares must temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be effected by 18 June 2020, at latest. Shareholders should therefore contact their nominee with a request for re-registration of their shares well in advance of this date.
Mail-in Procedures
The shareholders may exercise their voting rights at the AGM only by voting in advance through so-called postal voting in accordance with section 22 of the Implementation of Shareholder and Association Meetings (Temporary Exceptions) Act (sv. Lag (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor).
Shareholders who wish to vote shall use a special form for postal voting available on the Company’s website, www.hudyagroup.com. The completed postal voting form and, where applicable, relevant authorization documents, must be received by the Company no later than on 24 June 2020. The completed form shall be sent to Hudya AB, Industrigatan 4 A, 112 46 Stockholm. The completed form may alternatively be submitted electronically to poströsta.se. Further instructions and conditions are included in the form for postal voting.
Shareholders voting in advance represented by proxy shall issue a written and signed power of attorney. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed. Proxy form is available at the Company’s website, www.hudyagroup.com, and shall be enclosed with the postal voting form.
Shareholders’ right to receive information
The Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company’s or subsidiary’s financial position and the Company’s relationship to other group companies and the consolidated accounts.
As the AGM will be held without a physical meeting, a request for information shall be made in writing to Hudya AB, Industrigatan 4 A, 112 46 Stockholm, or by e-mail to ir@hudya.se, no later than on 15 June 2020. The information will be held available at Hudya AB, Industrigatan 4 A, 112 46 Stockholm, and on the Company’s website, www.hudyagroup.com no later than on 20 June 2020. The information will also be sent, within the same period of time, to the shareholder that has requested it and stated its address.
Proposed agenda
- Election of chairman of the AGM.
- Preparation and approval of the voting list.
- Election of one or two persons who shall attest the minutes of the AGM.
- Determination of whether the Annual General Meeting has been duly convened.
- Approval of the agenda.
- Submission of the annual report and the auditor's report, as well as the consolidated financial statements and the auditor's report for the group.
- Resolutions regarding
- adoption of the income statement and the balance sheet, as well as of the consolidated income statement and the consolidated balance sheet,
- appropriation of the Company's profit or loss according to the adopted balance sheet, and
- discharge from liability of the members of the Board of Directors and CEO.
- Determination of the number of members of the Board of Directors and auditors.
- Determination of fees for the members of the Board of Directors and the auditors.
- Election of members of the Board of Directors and auditors.
- Resolution on amendments of the Articles of Association.
- Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments.
- Resolution on adoption of a Nomination Committee and instructions for the Nomination Committee.
Proposals to resolution
Item 1 – Election of chairman of the AGM
The Chairman of the Board, Ole Morten Settevik, or, in case of his impediment, the person instead appointed by the Board, is proposed to be elected as chairman of the AGM.
Item 2 – Preparation and approval of the voting list
The voting list proposed for approval, is the voting list drawn up by the chairman of AGM, based on AGM’s register of shareholders and postal votes received, as verified by the persons attesting the minutes of the AGM.
Item 3 – Election of one or two persons to who shall attest the minutes of the AGM
It is proposed that two persons to attest the minutes of the AGM be elected, and that Christoffer Kleppen and Tommy Strand are elected, or if one or both of them are unable to attend the AGM, the person or persons instead appointed by the Board. The task of attesting the minutes of the AGM also includes verifying the voting list and that the postal votes received are correctly stated in the minutes of the AGM.
Item 7 b – Resolution regarding appropriation of the Company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 8 – Determination of the number of board members and auditors
It is proposed that the number of board members shall be four. It is proposed that a registered accounting firm is appointed as auditor.
Item 9 – Determination of fees for the members of the Board of Directors and the auditors
It is proposed that fees to the Chair of the Board of Directors shall be paid with NOK 225,000 and that the fees for other members elected by the Annual General Meeting shall be paid with NOK 175,000 each.
Auditors’ fee is proposed to be paid on the basis of approved invoices.
Item 10 – Election of board members and auditor
It is proposed re-election of board members Ole-Morten Settevik, Kathryn Moore Baker, Ivar S. Williksen and Louise Dedichen. John Bjørnsen has declined re-election. All members will be elected for the period up to and including the next Annual General Meeting. It is proposed that Ole Morten Settevik shall be re-elected as Chairman of the Board of Directors. It is proposed election of Kathryn Moore Baker as Vice Chairman of the Board of Directors and election of Ivar S. Williksen as second Vice Chairman of the Board of Directors.
Furthermore, it is proposed re-election of the registered accounting firm RSM Stockholm AB as auditor up to and including the next Annual General Meeting, with Anneli Richardson as auditor in charge.
Item 11 – Resolution on amendments of the Articles of Association
The Board of Directors proposes that the AGM resolves to amend the Articles of Association’s limits for share capital and number of shares as well as resolves to amend the Articles of Associations due to new and proposed amendments to Swedish company law. The proposed amendments to the Articles of Association are set out below.
| Current wording | Proposed wording |
| 4 § Share capitalThe Company’s share capital shall amount to not less than SEK 3,000,000 and not more than SEK 12,000,000. | 4 § Share capitalThe Company’s share capital shall amount to not less than SEK |
| 5 § Number of sharesThe number of shares in the Company shall be not less than 15,000,000 and not more than 60,000,000. All shares are of the same class. | 5 § Number of sharesThe number of shares in the Company shall be not less than |
| 9 § Notice of General MeetingNotice of an Annual General Meeting and an Extraordinary General Meeting where the issue of amendment of the Articles of Association will be considered must be issued not earlier than six (6) and not later than four (4) weeks before the Meeting.Notice of other Extraordinary General Meeting shall be issued not earlier than six (6) and not later than two (2) weeks prior to the meeting.Notice of a General Meeting shall be made through advertising in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company's website. At the time of notice, information that notice has been given shall be announced in Svenska Dagbladet.Shareholders who wish to participate in the negotiations a General Meeting must be included in a printout or other presentation of the entire share register regarding the conditions five working days before the General Meeting and, on the day stated in the notice of the Meeting, notify the company. The latter day must not be Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year's Eve and must not fall before the fifth weekday prior to the general shareholders’ meeting.Shareholders may bring one or two assistants at the General Meeting, however, only if shareholders have notified this in accordance with the previous paragraph. | 9 § Notice of General MeetingNotice of an Annual General Meeting and an Extraordinary General Meeting where the issue of amendment of the Articles of Association will be considered must be issued not earlier than six (6) and not later than four (4) weeks before the Meeting.Notice of other Extraordinary General Meeting shall be issued not earlier than six (6) and not later than two (2) weeks prior to the meeting.Notice of a General Meeting shall be made through advertising in Post- och Inrikes Tidningar (the Swedish Official Gazette) and on the company's website. At the time of notice, information that notice has been given shall be announced in Svenska Dagbladet.Shareholders who wish to participate in the negotiations at a General Meeting must |
| 11 § Reconciliation registerThe company’s shares shall be registered in a reconciliation register in accordance with the Financial Instruments Accounting Act (1998:1479). | 11 § Reconciliation registerThe company’s shares shall be registered in a reconciliation register in accordance with the Swedish Central Securities Depositories and Financial Instruments |
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 12 – Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors, within the Articles of Association’s limits for shares and share capital, on one or several occasions, during the period up to the next Annual General Meeting, to resolve on a new issue of shares, warrants and/or convertible instruments, with or without pre-emptive rights for the shareholders. Issue resolution on the basis of the authorization may be made with a provision on non-cash consideration, set-off or cash payment.
The total issue proceeds in issues that are resolved on the basis om the authorization may not exceed SEK 150,000,000. The purpose of the authorization and the reason for any deviation from the shareholders’ pre-emptive rights is that issues can be made in a time-efficient way to reduce indebtedness, finance acquisitions or investments in new or existing operations and to meet the Company’s capital needs.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 13 – Resolution on adoption of a Nomination Committee and instructions for the Nomination Committee.
It is proposed that the AGM resolves to adopt a Nomination Committee consisting of three members and resolves on instructions for the Nominations Committee as set out below.
The Nomination Committee shall be constituted by representatives for the three largest shareholders in terms of voting rights based on information from Euroclear Sweden AB on 30 September the year before the Annual General Meeting and other reliable shareholder information which has been provided to the Company at such time. The Chairman of the Board, if he or she is not a member as owner representative, is to be adjunct to the Nomination Committee, and is tasked with contacting the largest shareholders and thus convening the Nomination Committee. If a shareholder chooses not to exercise its right to a appoint a member, the next largest shareholder in terms of votes shall have the right to appoint a member of the Nomination Committee.
Members of the Board may not constitute a majority of the Nomination Committee. Neither the chief executive officer nor other members of the executive management are to members of the Nomination Committee.
The Nomination Committee is to appoint a Chairman from among its members. Neither the Chairman of the Board nor any other member of the Board may chair the Nomination Committee.
The names of the appointed members of the Nomination Committee and the shareholders they have been appointed by is to be published on the Company’s website as soon as they have been appointed.
The Nomination Committee’s term of office runs until a new Nomination Committee has been appointed. If a member resigns from the Nomination Committee, the shareholder who appointed the member shall have the right to appoint a replacement. If, during the term of office of the Nomination Committee, one ore more shareholders who appointed members of the Nomination Committee no longer belong to the three largest shareholders in terms of voting rights, members appointed by these shareholders must tender their resignation and shareholder or shareholders added among the three largest shareholders in terms of voting rights shall have the right to appoint members. Unless there are special reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or if the change occurs later than three months before the Annual General Meeting. Changes in the composition of the Nomination Committee are to be published as soon as they have taken place.
The Nomination Committee is to prepare proposals on the following issues to be submitted to the Annual General Meeting for resolution:
- proposal for Chairman of the Annual General Meeting,
- proposal for the number of Board members,
- proposal for Board members and Chairman of the Board,
- proposal for fees and other remuneration to each member of the Board and, where appropriate, remuneration for committee work,
- proposal for election and remuneration of auditor, and
- to the extent deemed necessary, proposal for amendments to this instruction.
The Nomination Committee’s proposal is to be presented in the notice of the Annual General Meeting and on the Company’s website. The Nomination Committee is not to receive any fees, but the Company is to be able to pay reasonable costs connected to the work of the Nomination Committee.
This instruction for the Nomination Committee applies until the General Meeting resolves to amend the instruction.
Majority requirements
Resolutions in accordance with items 11 and 12 above require that the resolutions are supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Number of shares and votes in the Company
At the time of issue of this notice, the total number of shares and votes in the Company is 41,291,905. The Company holds no treasury shares.
Shareholders´ rights to receive information
The Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the meeting about circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company’s or subsidiary’s financial position and the Company’s relationship to other group companies and the consolidated accounts.
Available documents
The full proposal is presented in this notice, which is available at the Company and on its website as detailed below.
Accounting documents and auditor’s reports for the financial year 2019 will be available at the Company and on the Company’s website, www.hudyagroup.com, no later than three weeks before the Annual General Meeting.
Copies of the above documents will also be sent to those shareholders who request so and who provide their postal address. The documents will also be available at the Annual General Meeting.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Hudya AB
Stockholm in May 2020
The Board of Directors
For further information, please contact:
Ole Morten Settevik, Chairman of the Board of Directors of Hudya AB
E-mail: oms@hudya.no
Tel: +47 907 53 840
hudyagroup.com
About Hudya
Hudya AB is an innovative Scandinavian fintech company with operations in Sweden, Denmark and Norway and has approximately 190 employees. Hudya creates technical solutions for a simpler economic life, aiming to save customers time and money. Hudya has built a unique digital platform, gathering services that individuals and businesses need. Today, mobile, electricity, insurance and refinancing are offered with friendly terms, prices and customer service. The company has international ambitions and is working to develop and distribute services at a low cost regardless of country, starting in Scandinavia. The company was listed 14 February 2020 on Nasdaq First North Growth Market in Stockholm.
FNCA Sweden AS is the company’s Certified Adviser. Tel. +46 (0) 8 528 00 399. E-mail: info@fnca.se
For further information about Hudya, see hudyagroup.com.
Tags: