Hilbert Group Proposes Changes to the Board, the Implementation of ESOP 2025 and Directed Securities Issues

STOCKHOLM, SE / ACCESS Newswire / October 9, 2025 / Hilbert Group AB (publ) (STO:HILB-B)(FRA:999) announces that the Board has convened an Extraordinary General Meeting to be held on November 12, 2025 at 2:00 PM at Advokatfirman Lindahl's office on Smålandsgatan 16, Stockholm, Sweden (the "EGM").

The full notice, including background information, rationale for each proposal, and specific voting requirements, will be announced within shortly in a separate press release.

Summary of key proposals
The EGM will address several significant proposals aimed at strengthening the Company's financial position and governance structure.

Changes to the Board composition
The Board proposes to maintain five directors with no alternates for the period until the end of the next annual general meeting. The meeting will consider the re-election of Russell Thompson, Steen Jakobsen, David Butler and Niclas Sandström, whilst proposing the new election of Jonathan Morris as both Board member and chair of the Board. Erik Nerpin and Stuart Connolly will resign from their positions as Board members.

The chair of the Board will be compensated with an annual fee of SEK 120,000, as well as through the proposed ESOP 2025 program, as part of the new remuneration structure.

Employee Stock Option Program 2025 (ESOP 2025)
The Board proposes the introduction of ESOP 2025, granting up to 13,000,000 stock options to employees, consultants, the CEO, and the new chair of the Board. The program aims to motivate and retain competent personnel whilst aligning employee interests with shareholder value creation.

The allocation includes up to 5,000,000 options for senior management, 2,450,000 for other employees, 2,550,000 for the CEO, and 3,000,000 for the chair of the Board. The program represents a maximum dilution of approximately 13.4 percent of outstanding shares in the Company and approximately 7.5 percent of outstanding votes in the Company. Please note that this issuance is expected to be accretive to shareholder value, as the vast majority of issued options are out of the money, and will only be exercised if substantial long-term value is created for shareholders. The estimated costs for ESOP 2025 will be detailed in the complete proposal which will be made available on the Company's website no later than two weeks before the EGM.