Hilbert Group AB (publ)
Company number 559105-2948
Adopted at the extraordinary general meeting on 17 September 2021.
The company’s name is Hilbert Group AB (publ).
The Board of Directors shall have its registered office in the city of Stockholm.
The company shall, directly or through wholly owned or partly owned companies, invest in and carry out business development regarding crypto currencies, blockchain technologies, securities, and operations compatible herewith.
The share capital shall amount to at least SEK 2,000,000 and not more than SEK 8,000,000.
The number of shares shall amount to at least 40,000,000 and not more than 160,000,000.
Shares can be issued in two series, A-shares with ten votes per share and B-shares with one vote per share. Shares of both series may each be issued to an amount corresponding to the entire share capital.
All shares have equal rights to the company’s profits.
Should the company decide to issue new shares, for cash or set-off consideration, of several series shall holders of A-shares and B-shares have preferential rights to subscribe for new shares of the same class of shares pro rata to the number of shares already held (primary preferential right). Shares which are not subscribed for on the basis of primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential right). If the number of shares offered in this manner is insufficient for subscription based on subsidiary preferential rights, the shares are to be allotted pro rata to the number of shares already held and, insofar as this is not possible, by lottery.
Should the company decide to issue new shares, for cash or set-off consideration, of only B-shares shall all shareholders, irrespective of whether their shares are A-shares or B-shares have preferential rights to subscribe for new shares in pro rata to the number of shares already held. Issue, for cash or set-off consideration, of only A-shares shall not take place.
Should the company decide to, by way of a cash issue or set-off, issue warrants or convertible instruments of debt shareholders are to have preferential rights to the subscription of warrants on the same basis as that for the newly issued shares resulting from the option or have preferential rights to the subscription of convertible instruments of debt on the same basis as that for the shares that will be exchanged for the convertibles.
The aforementioned stipulation is not to constitute any restriction on the possibility to make a resolution to resolve on a new issue of shares to issue new shares, for cash or set-off consideration, with derogation from the shareholders’ preferential rights.
Should the share capital be increased by way of a bonus issue shall new A-shares and B-shares be issued so that the relationship between the number of already existing shares of these series is maintained. In such cases, shares of a specific series carry entitlement to new shares of the same series.
The aforementioned stipulation is not to constitute any restriction on the possibility, following the requisite amendment in the Articles of Association, to issues shares of a new series through a bonus issue.
A-shares shall, upon request by the owner of such shares, be converted to B-shares. The conversion request, must be submitted in writing to the Board of Directors and it must state the number of A-shares that are to be converted to B-shares and, if the request does not apply to the entire holding, which A-shares the conversion pertains to.
The company must immediately notify the Swedish Companies Registration Office so that the conversion can be registered in the Register of Companies. The conversion is completed once registration has occurred and is recorded in the CSD register.
The Board of Directors shall be comprised of at least three (3) and at most eight (8) members, not including deputies.
The company shall have one or two auditors with or without deputy auditor(s) or one registered audit firm.
Notice of a general meeting of shareholders shall be published in Post och Inrikes Tidningar (the Official Swedish Gazette) as well as on the company’s website. The fact that notice has been published shall be advertised in Svenska Dagbladet newspaper.
Notices of annual general meetings and of extraordinary general meetings at which matters concerning amendments of the Articles of Association will be dealt with shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. For notices of other extraordinary general meetings, the notice shall be issued not earlier than six weeks and not later than two weeks prior to the meeting.
Shareholders who wish to participate in a general meeting must be included in a printout or other presentation of the entire share register on the record date for the general meeting which is determined in accordance with the Swedish Companies Act and notify the company of the intention to attend the meeting no later than the day stipulated in the notice of the meeting. The latter day may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and neither may it be a day that is less than five working days prior to the general meeting.
The calendar year shall be the company’s fiscal year.
The annual general meeting shall be held within six months after the end of the fiscal year.
The following matters shall be dealt with at the annual general meeting:
- Election of Chairman of the Meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the Meeting has been duly convened
- Presentation of the annual accounts and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group
a) on adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet
b) on allocation of the company’s profit or loss according to the adopted balance sheet
c) on the discharge from liability for Board members and the Managing Director
- Determination of remuneration for Board members and auditors
- Election of Board of Directors and auditor, as well as any deputy auditor(s)
- Other matters to be addressed at the Meeting in accordance with the Swedish Companies Act or the articles of association.
The company’s shares shall be registered in a CSD register in accordance with the the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479).