The shareholders of
A. Entitlement to participation and notification
Shareholders who wish to participate in the EGM must: (i) be recorded in the share register maintained by
Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by
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
- Resolution on a directed issue of shares
- Election of new member of the Board and resolution on remuneration
- Closing of the meeting
Resolution proposals
Item 7 – Resolution on a directed issue of shares
The board of directors proposes that the general meeting resolves a directed issue of shares on the following terms and conditions.
- The company's share capital shall be increased by
SEK 16,269 through the issuance of 325,380 B-shares. - The right to subscribe for the new shares shall, with deviation from the shareholders' preferential right, be granted Hilbert Group’s CEO
Niclas Sandström . - The subscription price shall be
SEK 4.61 per share. - The share premium shall be transferred to the unrestricted premium reserve.
- Subscription of the new shares shall be made on a separate subscription list no later than
7 December, 2023 . - Shares subscribed for shall be paid in cash no later than
8 December, 2023 . - The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
The board of directors proposes that the Chairman of the Board, or whomever the Chairman appoints in his place, shall be authorized to make such minor adjustments of the above resolution that may be necessary in connection with the registration with the Swedish Companies Registrations Office and
Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act have been prepared.
A resolution by the general meeting according to the proposal requires, according to the Swedish Companies Act, for its validity the support of shareholders representing at least 90 per cent of both the votes cast and the shares represented at the meeting.
Issue 8 – Election of new member of the Board and resolution on remuneration
D. Other information
Number of shares and votes
At the time of the issuance of this notice, i.e. before the registration of the directed Issue, the total number of shares in
Available documents
The documents to be held available according to the Swedish Companies Act are available at Advokatfirman Nerpin on the address Birger Jarlsgatan 2 in
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
For additional information, please contact:
Niclas Sandström
CEO
Phone: +46 8 502 353 00
Email: ir@hilbert.group
Chairman of the Board of
Phone: +46 70 620 73 59
Email: erik.nerpin@advokatnerpin.com
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