Hilbert Group

The Meeting passed the following resolutions.

Adoption of the income statement and balance sheet

The Meeting resolved to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2023.

Dispositions regarding the company's profit or loss

The Meeting resolved that available profits should be balanced in a new account. Consequently, no profit dividend will be paid.

Discharge from liability

The Meeting decided to grant all board members and the CEO discharge from liability for the management of the company’s affairs during the financial year 2023.

Election of board and auditor

The Meeting resolved re-election of Erik Nerpin, Frode Foss-Skiftesvik, David Butler, Stuart Connolly and Tim Grant as Board members for the period until the end of the next Annual General Meeting.

The Meeting resolved to re-elect Erik Nerpin as Chairman of the Board.

The Meeting resolved to re-elect the registered auditing company PricewaterhouseCoopers AB as the company's auditor for the period until the end of the next Annual General Meeting. The authorized public accountant Johan Engstam will continue to be the principal auditor.

Fees to the board and auditor

The Meeting resolved that the yearly fee to the Chairman of the Board shall be SEK 200,000 and that the yearly fee to other Board members shall be SEK 125,000 each.

The Meeting resolved that fees to the auditor be paid in accordance with an approved invoice.

Resolution authorizing the Board of Directors to decide on the issue of shares and/or warrants

The Meeting resolved to authorize the Board of Directors to, on one or more occasions, during the period up to the next Annual General Meeting, decide on the issue of shares and/or warrants with or without preferential rights for shareholders. The Board of Directors may decide that such issues be made with a provision on non-cash, set-off or cash payment.

Resolution to amend the Employee Stock Option Plan

The Meeting resolved to amend the terms and conditions for vesting of the options under the Employee Stock Option Plan that was implemented pursuant to a resolution by the Annual General Meeting 2023. The amendment means that one third of the number of allotted options are vested each year during the term of the options and that the options can be exercised for subscription of new shares after vesting.

Resolution to issue warrants

The Meeting resolved to issue not more than 3,000,000 warrants (which include 500,000 warrants to potentially hedge social security costs) in order to ensure the delivery of shares under the Employee Stock Option Plan with the amended terms and conditions in accordance with the resolution above.

Decision on principles for the appointment of the Nomination Committee and instructions for the Nomination Committee

The Meeting resolved on principles for the appointment of a Nomination Committee and instructions for the Nomination Committee.

For further information, please contact:

Niclas Sandström, CEO Hilbert Group
+46 8 502 353 00
ir@hilbert.group