An Extraordinary General Meeting in Hilbert Group AB (publ) was held earlier today in Stockholm, at which the following main resolutions were made. All resolutions were made in accordance with the proposals included in the previously communicated notice, to which reference is made for further details concerning the resolutions. ESOP 2026 (4,625,000 warrants) replaces 7,000,000 warrants in ESOP 2025, resulting in a net reduction of the potential allotment under the company’s incentive programs.
Election of board, etc.
The meeting resolved to maintain five directors with no alternates for the period until the end of the next Annual General Meeting. The meeting further resolved on the re-election of Russell Thompson, David Butler, Niclas Sandström and Jonathan Morris, and new election of Fahad Khan as Board member. Jonathan Morris was re-elected as Chair of the Board. Steen Jakobsen will resign from his position as Board member.
The meeting resolved that the ordinary fees to the Board shall remain unchanged at SEK 620,000 in total. Fees for any Board member whose mandate is less than one full year shall be recalculated to account for the duration of that Board member's mandate in relation to a full mandate period. In addition, the meeting resolved that SEK 90,000 is payable to the Chair of the audit committee and SEK 50,000 to other members of the audit committee, SEK 50,000 to the Chair of the remuneration committee, and SEK 25,000 to other members of the remuneration committee.
Employee Stock Option Program 2026 (ESOP 2026)
The meeting resolved on the introduction of the long-term incentive program ESOP 2026, comprising two components: approximately 14 percent time-based restricted share units (RSU) and approximately 86 percent performance-based share units (PSU). A total of up to 625,000 RSUs and up to 4,000,000 PSUs may be allotted to not more than 17 persons comprising employees of the company. The program aims to attract, motivate and retain the most qualified employees whilst aligning employee interests with shareholder value creation and the company's strategic objectives.
The meeting further resolved on the issuance and transfer of up to 4,625,000 warrants of series 2026/2029 within the scope of ESOP 2026, and on approval of the company entering into swap agreements with third parties to hedge costs related to the program. The program entails a maximum dilution of approximately 3.9 percent of outstanding shares in the company and approximately 2.5 percent of outstanding votes in the company, based on the amount of shares and votes as of the day of the meeting.
For further information, please contact:
Barnali Biswal, CEO or
Niclas Sandström, Co-founder
+46 (0)8 502 353 00
