Shareholder information

Board of directors

David Butler

Board member

Member of the board since 2021.

Education: Chartered Accountant Australia and New Zealand (CAANZ).

Current assignments: Member of the Board and founder of Green Day Advisors (Malta) Limited and Green Day Advisors Limited. Member of the Board of Alanda Capital Holdings Ltd, Alanda Cap Man (Malta) Ltd, Andurand Capital Management Ltd, Apex Corp. & Adv. (Malta) Ltd, Dominion FS Malta Ltd, East One Alpha Fund, East Values Fund, FMG (Malta) Limited, Falcon Money Management Holding Ltd, Falcon Money Management (Malta) Ltd, Galbraith’s SS (Malta) Ltd, Galbraith’s Overseas Holding Ltd, Galbraith’s Ltd, HC Holding Limited, HC Advisors Limited, Hilbert Capital Ltd, Hilbert Digital Asset Fund, Heptagon Capital Limited, Hellas Chartering Ltd, J.Stern & Co (Holdings) Ltd, J. Stern & Co. Ltd, King’s Court Capital Fund, Level E Capital, SICAV Plc, Mesa Fund SA SICAV, Noster Capital Holdings Ltd, Noster Capital Management Ltd, Noster Alpha Constant Fund, Scipion Capital (UK) Ltd, Scipion African Opp Fund, Scipion Active Impact Fund, Star Rights Ltd, Throgmorton UK Limited, Vitesse Capital Limited and Vitesse Holdings Limited.

Previous assignment (last five years): Member of the board of ACPI Inv. Ltd, AndurandCSL, ApexFSHold, ApexFSMalta, DominionFSSwitz, MaltaCapMan.

Shareholding in the Company: None.

Independence: Independent in relation to the company, senior management, and the company’s major shareholders.

Erik Nerpin

Chairman of the board

Chairman of the board since 2021

Education: Jur kand from Uppsala University, Master of Law LL.M from Boston University.

Current assignments: Advokat (Member of Swedish Bar) and founder and board member of Advokatfirman Nerpin. Chairman of the Board of Wicket Gaming AB, Blasieholmen Investment Group Equity AB, Blasieholmen Investment Group Seed AB, Diamyd Medical AB, and Kancera AB. Member of the Board of Effnetplattformen Holding AB, Blasieholmen Investment Group AB, Ittot AB, EffNet AB, Naihsadrak AB, Identity Devices Sweden Holding AB, Neovici Holding AB, Sallisac AB and Kancera Förvaltning AB.

Previous assignment (last five years): Chairman of the Board of Pila Pharma AB. Member of the Board of Freemelt Holding AB, Klaria AB, Effnetplattformen AB, Frill Holding AB (publ), Axolot Solutions Holding AB, Aligera AB, Nicoccino Holding AB, Hitech & Development Wireless Sweden Holding AB, Klaria Pharma Holding AB, Svenska Aerogel Holding AB, Otirol Art AB, Karessa Pharma Holding AB, Nenarg AB, Karessa Pharma AB, ISR Immune System Regulation Holding AB, Hudya AB, Divio Holding AB, GoldBlue AB (publ), CasinoWilds Holding AB, Axxonen Holding AB and NORD Nordic Retail & Distribution Holding AB.

Shareholding in the Company: 1,700,000 B-shares.

Independence: Independent in relation to the company, senior management, and the company’s major shareholders.

Frode Foss-Skiftesvik

Board member

Member of the board since 2021.

Education: MBA from Thunderbird School of Global Management and a BA in Business Organisation from Heriot-Watt University.

Current assignments: Chairman of the Board and CEO of QCG Capital Ltd and Fitzroy Capital Ltd. Member of the Board of QCG General Partner S.A.R.L., Fitzroy Trading Ltd, Fitzroy Norge AS, LRD Latchi Regeneration and Development Ltd, LCFS Properties Ltd, REGN Datacenters AS, Sogn Datasenter AS, GenKap Limited, Hilbert Capital Ltd and Gulen Invest AS.

Previous assignment (last five years): Member of the Board of Tue Eiendom AS, Gimle Eiendom AS, Finisterre Holdings Ltd, Finisterre Malta Ltd and Finisterre Capital LLP.

Shareholding in the Company: 5,022,099 shares (3,264,800 A-shares and 1,757,299 B-shares) through companies.

Independence: Independent in relation to the company and senior management but not relative to the company’s major shareholders.

Management

Dr. Niclas Sandström

CEO of Hilbert Group

• Niclas set up all the infrastructure (operational and legal) around the Hilbert quantitative digital asset trading strategy. He subsequently co-founded Hilbert in 2018.
• Niclas has a Ph.D in Theoretical Physics from Chalmers University in Gothenburg, Sweden.
• Before co-founding Hilbert, Niclas spent 14 years in quantitative modelling, programming and risk management in FX, interest rates and credit, mostly recently at Finisterre Capital, the Emerging Market fixed income hedge fund (2011-2018).
• Holdings in the Company: 7,967,534 shares (1,180,250 A-shares and 6,787,284 B-shares) through companies

Dr. Magnus Holm

Chief Investment Officer

• Magnus initially programmed and implemented the Hilbert algorithmic quantitative digital asset trading strategy in April 2017. He subsequently co-founded Hilbert in 2018.
• Magnus has a Ph.D in Theoretical Physics from Chalmers University in Gothenburg, Sweden.
• Before co-founding Hilbert, Magnus spent 15 years programming, modelling and trading.  Magnus has developed and implemented algorithmic trading techniques (based on fundamental financial models like Game Theory and Kelly Trading) across sports-betting markets (including poker, where he was the Swedish Poker Champion), listed equity and derivatives markets and crypto-currency markets.
• Holdings in the Company: 9,809,520 shares (1,684,300 A-shares and 8,125,220 B-shares) through companies

Sylvana Sciberras

Chief Financial Officer

• Former head of Finance for Finisterre Capital in Malta
• 15+ years of Accounting Experience
• Bachelor of Accountancy

Dr. Hans-Peter Bermin

Chief Risk Officer

• Hans-Peter joined Hilbert in 2019.
• Hans-Peter has a Ph.D in Mathematical Finance form Lund University.
• Before joining Hilbert, Hans-Peter was Head of Interest Rates Modelling at Morgan Stanley (2012-2016) and JPMorgan (2006-2012). He started his career at WestLB.(2001-2005) and has more recently acted as senior part time consultant at Capula (2020-2021).
• Holdings in the Company: 1,531,385 shares (419,050 A-shares and 1,112,335 B-shares) through companies

Gijs Burgers

Chief Operating Officer

• 10+ years of experience as a strategy and innovation consultant for various globally operating banks, pension funds and payment related companies like ING, APG and Western Union.
• Initiated Amsterdam Fintech Institute (AFI) and co-founded several successful start-ups in the blockchain space (amongst which the company Onramper)
• 2 master degrees in Public Administration and International Public Policy from the Erasmus University Rotterdam and Tilburg University.

Mark Adams

Chief Legal & Compliance Officer

• Over a decade of legal experience as a lawyer, director and legal representative at various market leading firms
• Former Head of Legal at William Hill International where Mark was part of the senior leadership team and responsible for a large team of globally operating legal staff. In this capacity Mark was a board member, legal representative and company secretary for multiple entities within the group.

Advisory Board

Paul Crean

Senior advisor

Equity Partner

• Trader, Portfolio Manager and Chief Investment Officer with 40 years of experience in Financial Markets.
• Previously managed capital for investors such as: Goldman Sachs, Blackstone, Citibank, UBS, New York State, AXA, Generali, XL Group, Prisma, Principal Life Insurance, Nippon Life, IKEA, SEB, and Ericsson.
• Co-founded Finisterre Capital, sold his stake in 2017 to Principal Global Investors.

Eminova Fondkommision AB
Biblioteksgatan 3
111 46 Stockholm

Sweden

Adviser@eminova.se
Tel 08–684 211 10

The Company’s auditor is PricewaterhouseCoopers AB with Johan Engstam as auditor in charge.

Johan Engstam is an authorised public accountant and member of FAR (the Swedish trade organisation for accounting consultants, auditors and advisors). PricewaterhouseCoopers AB and Johan Engstam can be contacted via PricewaterhouseCoopers AB, 113 97 Stockholm.

Hilbert Group AB (publ)
Company number 559105-2948

Adopted at the extraordinary general meeting on 17 September 2021.

§1

The company’s name is Hilbert Group AB (publ).

§2

The Board of Directors shall have its registered office in the city of Stockholm.

§3

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.

§4

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.

§5

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.

§6

The Board of Directors shall be comprised of at least three (3) and at most eight (8) members, not including deputies.

§7

The company shall have one or two auditors with or without deputy auditor(s) or one registered audit firm.

§8

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.

§9

The calendar year shall be the company’s fiscal year.

§10

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:

1.  Election of Chairman of the Meeting
2. Preparation and approval of voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the Meeting has been duly convened
6. Presentation of the annual accounts and the auditors’ report and, where applicable, the consolidated financial statements and the auditors’ report for the group
7. Decisions
   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
8. Determination of remuneration for Board members and auditors
9. Election of Board of Directors and auditor, as well as any deputy auditor(s)
10. Other matters to be addressed at the Meeting in accordance with the Swedish Companies Act or the articles of association.

§11

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).