The shareholders of Hilbert Group AB (publ) reg.no. 559105-2948 (“Hilbert Group”) are hereby summoned to an extraordinary general meeting (“EGM”) to be held on Friday, 20 December 2024 at 10:00 AM in the office of Advokatfirman Nerpin, Birger Jarlsgatan 2, 3rd floor in Stockholm.
A. Entitlement to participation and notification
Shareholders who wish to participate in the EGM must: (i) be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear") as of Thursday, 12 December 2024, and (ii) notify the company of their intention to participate in the EGM no later than Friday, 13 December 2024. The notice may be done in writing by post to Hilbert Group AB, c/o Advokatfirman Nerpin, Mailbox 545, SE-114 11 Stockholm, or by e-mail to ir@hilbert.group, or by telephone to +46 8 502 353 00. When registering to attend, the shareholder must provide name, personal identity number or registration number, address, and telephone number, as well as the number of any advisors (no more than two).
Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear in order to participate in the EGM. Voting rights registrations made no later than the second banking day after the record date 12 December 2024 will be taken into account in the preparation of the share register. Shareholders must, in accordance with the respective nominee’s routines, in due time before said date, request their nominee to carry out such voting rights registration.
If the shareholder is represented by a proxy, a written and dated power of attorney, signed by the shareholder, is to be issued to the proxy. The power of attorney or any other documents of authorization, such as a copy of the registration certificate, is to be provided at the EGM. Any power of attorney or other document of authorization should also be enclosed in the notice to attend the EGM. A form of proxy is available on the company’s website, www.hilbert.group.
B. Shareholders’ right to request information
The board of directors and the CEO shall, if any shareholders so requests, and if the board of directors considers that it can be done without significant harm for the company, give information on circumstances that can affect the assessment of an item on the agenda and the company’s relation to other group companies.
C. Agenda for the meeting
Proposed agenda
- Opening of the meeting
- Election of the chairman of the meeting
- Drawing up and approval of the voting register
- Approval of the agenda
- Election of persons to attest the minutes
- Determination as to whether the meeting has been duly convened
- Election of new members of the Board and resolution on remuneration
- Closing of the meeting
Resolution proposals
Issue 8 – Election of new members of the Board and resolution on remuneration
As announced on 26 November and 27 November respectively, a group of shareholders in Hilbert Group representing approx. 60 per cent of the votes propose – as a part of the acquisition of Liberty Road Capital and the change of CEO – that Niclas Sandström and Russell Thompson are elected new members of the Board. The election of Niclas Sandström to the Board will be executed immediately after the EGM. The election of Russell Thompson to the Board will be executed in conjunction with closing of the acquisition of Liberty Road Capital. Since both Niclas Sandström and Russell Thompson will be employed by Hilbert Group, they will not receive any board remuneration.
For further information, refer to Hilbert Group’s press releases on 26 November and 27 November 2024 respectively which are available on Hilbert Group’s website www.Hilbert.Group.
D. Other information
Number of shares and votes
At the time of the issuance of this notice (including the directed Issue which was announced on 26 September 2024), the total number of shares in Hilbert Group is 65 454 320 divided into 8,500,000 A-shares (ten votes) and 56,954,320 B-shares (one vote). The total number of votes is 141,954,320. The company holds no own shares.
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Stockholm, December 2024
HILBERT GROUP AB (Publ)
The Board of Directors
For additional information, please contact:
Niclas Sandström
CEO Hilbert Group AB
Phone: +46 8 502 353 00
Email: ir@hilbert.group
