The AGM of Hilbert Group AB (publ) was held on Friday, 27 May, 2022. In view of the spread of Covid-19, the AGM was conducted in accordance with a postal voting procedure. This means that shareholders did not physically attend the meeting.
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 2021.
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 2021.
Election of board and auditor
The Meeting resolved to re-elect Erik Nerpin, Frode Foss-Skiftesvik and David Butler 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 150,000 and that the yearly fee to other Board members elected by the Annual General Meeting who are not employees of the company shall be SEK 110,000 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.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is that issues should be able to take place to increase the company's financial flexibility and enable the company to finance any company acquisitions fully or partially by issuing financial instruments, alternatively to raise capital for expansion of the company’s business.
If a resolution based on the authorization includes a deviation from the shareholders’ preferential right and with payment in cash or by set off, the number of shares and/or warrants issued may not exceed 20 per cent of the number of issued and outstanding shares in the company at the time of the AGM.
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:
CEO Hilbert Group AB
+46 (0)8 502 353 00