Notice of Annual General Meeting of Hilbert Group AB (publ) - Seite 3

Item 13 - Determination of fees to the Board
The Principal Shareholders propose that the yearly fee to the Chairman of the Board shall be SEK 200,000 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 125,000 each.

Item 14 - Determination of fees to the auditor
The Principal Shareholders propose that fees to the auditor be paid in accordance with an approved invoice.

Item 15 - Election of board members and chairman of the board
The Principal Shareholders propose re-election of the Board members Erik Nerpin, Frode Foss-Skiftesvik, David Butler, Stuart Connolly and Tim Grant for the period until the end of the next Annual General Meeting. Furthermore, it is proposed that Erik Nerpin be re-elected Chairman of the Board.

Item 16 - Election of auditor and any deputy auditors
The Principal Shareholders propose re-election of the registered auditing company PricewaterhouseCoopers AB as auditor for the period until the end of the next Annual General Meeting. The principal auditor will be the authorized public accountant Johan Engstam.

Item 17 - Resolution authorizing the Board of Directors to decide on the issue of shares and/or warrants
The Board of Directors proposes that the Annual General Meeting resolves 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.

The Board, or the person appointed by the Board, shall have the right to make the minor adjustments to the AGM's resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.

Item 18 -Resolution to amend the Employee Stock Option Plan resolved by the Annual General Meeting 2023

Background
At the 2023 Annual General Meeting, it was resolved to implement an Employee Stock Option Plan (ESOP 2023) for employees and consultants in Hilbert Group AB (including its subsidiaries).