The English text is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders of Cint Group AB (publ), 559040-3217, (“Cint” or the “Company”) are hereby given notice of the annual general meeting to be held on 13 May 2025 at 10.00 (CEST) at IVA Konferenscenter, Grev Turegatan 16, in Stockholm. The entrance and registration to the meeting opens at 09.30 (CEST).
The board of directors has decided, pursuant to the Company’s articles of association, that shareholders shall have the possibility to exercise their voting rights by postal voting prior to the general meeting. Shareholders may therefore choose to exercise their voting rights at the general meeting by attending in person, through a proxy or by postal voting.
Right to participate and notice of attendance
Shareholders who wish to exercise their voting rights at the general meeting must:
Notice of attendance for participating in person or through a proxy
Those who wish to participate in the general meeting in person or through a proxy shall give notice of attendance to the Company no later than on 7 May 2025 either:
The notice of attendance shall state name, date of birth or corporate identification number, address, telephone number and, where relevant, the number of accompanying advisors (not more than two).
Those who do not wish to attend the general meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the general meeting through a proxy in possession of a written, signed and dated proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity. To facilitate the registration at the general meeting, proxy forms, certificates of registration and other documents of authority should be submitted either by e-mail to [email protected] or by mail to Computershare AB, Gustav III:s Boulevard 34, SE-169 73 Solna (Att. “Cint’s annual general meeting”) no later than on 7 May 2025.
Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the meeting through a proxy. A submitted proxy form does not count as a notice of attendance. Proxy forms in Swedish and English are available on the Company’s website, www.cint.com.
Voting by post
Shareholders who wish to exercise their voting rights by postal voting shall use the voting form and follow the instructions available on the Company’s website, www.cint.com, and at the Company’s office, Luntmakargatan 18, SE-111 37 Stockholm. The postal vote must be received by the Company no later than on 7 May 2025. The postal voting form shall be sent either:
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the general meeting in person or through a proxy must give notice hereof to the general meeting’s secretariat prior to the opening of the general meeting.
If a shareholder postal votes by proxy, a signed and dated power of attorney shall be enclosed with the voting form. A proxy form is available upon request and on the Company’s website, www.cint.com. If the shareholder is a legal entity, a copy of a certificate of registration or a corresponding document of authority for the legal entity shall be enclosed with the voting form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal voting forms become invalid. Further information and conditions can be found in the voting form.
For questions about the general meeting or to receive a postal voting form or proxy form by post, please contact: Cint Group AB (publ), Luntmakargatan 18, SE-111 37 Stockholm (Att. “Cint’s annual general meeting”), or send an e-mail to [email protected].
Proposed agenda
1. Opening of the meeting
2. Election of a chair of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination whether the meeting has been duly convened
7. Presentation of the annual report and the auditor’s report, the consolidated financial statement and the auditor’s report in respect thereof
8. Resolution on:
9. Determination of the number of members of the board of directors and the number of auditors
10. Determination of the fees to be paid to the members of the board of directors and the auditors
11. Election of the members of the board of directors and auditor
12. Resolution on guidelines for remuneration to senior executives
13. Resolution on approval of the remuneration report
14. Resolution on:
15. Resolution on authorisation of the board of directors to issue shares
16. Closing of the meeting
Item 2: Appointment of chair of the meeting
The nomination committee proposes that the attorney Carl Westerberg, or in his absence, the person designated by the nomination committee, is proposed as chair of the general meeting.
Item 3: Preparation and approval of the voting list
The board of directors proposes that the register prepared by Computershare AB, on behalf of the Company, based on the general meeting share register, shareholders who have notified their attendance and are attending in person or through proxy as well as postal votes received by the Company, is approved as voting list for the general meeting.
Item 8(b): Resolution on the disposition of the Company’s result as shown in the adopted balance sheet
The board of directors proposes that the annual general meeting resolves that Cint shall not pay any dividends for the financial year 2024 and that the result shall be carried forward.
Item 8(c): Resolution on discharge of liability of members of the board and managing directors
The auditor recommend that the general meeting discharge members of the board and managing directors from liability for the financial year 2024.
Resolution on discharge of liability shall be made by separate individual resolutions for each board member and managing director in the following order:
Item 9: Determination of the number of members of the board of directors and the number of auditors
The nomination committee proposes that six board members are elected, and that a registered accounting firm is elected as the Company’s auditor.
Item 10: Determination of the fees to be paid to the members of the board of directors and the auditors
The nomination committee proposes that the fees to be paid to the members of the board of directors elected by the annual general meeting for the period until the close of the 2026 annual general meeting shall be SEK 1,200,000 to the chair of the board of directors and SEK 450,000 to each of the other members of the board of directors.
The nomination committee proposes that additional fees are paid to the members of the audit committee, with SEK 200,000 to the chair of the audit committee and SEK 100,000 to each of the other members of the audit committee for the period until the close of the 2026 annual general meeting.
The nomination committee proposes that additional fees are paid to the members of the remuneration committee, with SEK 100,000 to the chair of the remuneration committee and SEK 50,000 to each of the other members of the remuneration committee for the period until the close of the 2026 annual general meeting.
The nomination committee proposes that the fees to the auditor be paid in accordance with approved invoice.
Item 11: Election of the members of the board of directors and auditor
The nomination committee proposes that Anna Belfrage, Donna L. DePasquale, Carl Sparks, Linda Höglund, and Mark Simon, are re-elected as board members and that Susanne Ekblom is elected as new member of the board of directors for the period until the close of the 2026 annual general meeting.
The nomination committee proposes that Anna Belfrage is re-elected as chair of the board of directors for the period until the close of the 2026 annual general meeting.
A closer presentation of the proposed board members (including the nomination committee’s evaluation on independence) can be found on the Company’s website, www.cint.com.
The nomination committee proposes, in accordance with the recommendation from the audit committee, that the registered accounting firm PricewaterhouseCoopers AB is re-elected as auditor for the period until the close of the 2026 annual general meeting. PricewaterhouseCoopers AB has informed that, if the annual general meeting resolves in accordance with the nomination committee’s proposal, the authorised public accountant Niklas Renström will be appointed auditor in charge.
Item 12: Resolution on guidelines for remuneration to senior executives
The board of directors proposes that the 2025 annual general meeting resolves that the guidelines for remuneration to the senior executives adopted by the 2024 annual general meeting, should be re-adopted in unchanged form. These guidelines shall be in force until new guidelines are adopted by the general meeting.
The guidelines for remuneration to the senior executives adopted by the 2024 annual general meeting are available on the Company’s website, www.cint.com.
Item 13: Resolution on approval of the remuneration report
The board of directors proposes that the annual general meeting approves the remuneration report for 2024.
Item 14(a): Resolution on the establishment of LTIP 2025
Background and purpose
At the annual general meeting on 15 May 2024, the general meeting resolved on a new long-term incentive program (“LTIP 2024”). As set out in the board of directors’ proposal to the annual general meeting, the LTIP 2024 was proposed to create further alignment of interest between the Company’s shareholders and the participants in the LTIP 2024 and ensure that the Company has the appropriate tools to attract and retain talent, increase motivation amongst the participants as well as promoting individual shareholding in the Company.
The board of directors has evaluated the LTIP 2024 and, based on the review, proposes that the general meeting resolves to establish a renewed annual long-term incentive program for 2025 (“LTIP 2025”). Based on the review, the board of directors has made certain adjustments ahead of the proposal of the LTIP 2025 to increase simplicity, attractiveness and belief in the program. The main change to the LTIP 2025 compared to the LTIP 2024 is that the number of performance criteria to be used to determine the fulfilment of the LTIP 2025 is proposed to be decreased from two to one as further detailed below. In addition, the previous and remaining performance criteria “EBITDA growth”, is proposed to be revised to “EBITA”.
It is the board of directors’ view that the LTIP 2025 will be easier for participants to measure and understand with the proposed revisions to LTIP 2024. The proposal aims to create conditions for strengthening the motivation of employees whom the group has identified as significant and trusted in the short and long term, and the board of directors considers that the LTIP 2025 is to the benefit of both the group and the Company’s shareholders.
LTIP 2025
Subject to the terms and conditions of the LTIP 2025, the Company will award restricted stock units (“RSUs”) free of charge to members of the Company’s group management and key employees (the “Participants”) as allocated by the board of directors, pursuant to the following principles.
Delivery of shares and hedging
In order to ensure the delivery of shares to the Participants under the LTIP 2025, the board of directors proposes that the Company can hedge its obligations under the LTIP 2025 by entering into an equity swap arrangement with a third party, whereby the third party in its own name shall be entitled to acquire and transfer shares (including to the Participants) in accordance with the terms and conditions of the LTIP 2025.
In addition, the board of directors proposes that the general meeting resolves to issue up to 11,096,554 warrants of series 2025/2028 (see item 14(b) of the proposed agenda), which shall, if approved by the general meeting, be used as hedge instead of the equity swap arrangement described above to ensure delivery of shares to the Participants and cover any costs (including taxes and social security charges) under the LTIP 2025.
Dilution effect
The maximum dilution effect for the delivery of shares to participants under LTIP 2025 will be approximately 2.54 percent. The maximum dilution effect including warrants used as hedge instead of the equity swap arrangement, will be approximately 3.0 percent if all 11,096,554 warrants of series 2025/2028 are exercised for subscription of 11,096,554 new shares in the Company.
If the warrant settlement method proposed under item 14(b) of the proposed agenda is not approved with the requisite majority and the Company’s obligations under the LTIP 2025 are settled by way of an equity swap arrangement with a third party, no dilution effect will arise.
Costs
The costs for the LTIP 2025 are based on the IFRS 2 reporting standards. The board of directors has made a preliminary cost calculation for the LTIP 2025, which is based on a share price at award of SEK 7.0 and a share price on the Vesting Date of SEK 23.1 and that the maximum number of RSUs is allocated and vested following the Vesting Period. On the basis of the above assumptions, the value of each RSU has been set at an average of
SEK 7.0.
In total, the maximum costs for the LTIP 2025 amounts to approximately SEK 69.2 million, excluding costs for social security charges. With full vesting the costs for social security charges would at most be approximately SEK 110.7 million.
Other share-based incentive programs in Cint
For information about other share-based incentive programs in Cint, please refer to the Company’s annual report 2024 (see section “Long-term share-based incentive programs”). These main terms are also available on Cint’s website www.cint.com. Other than as described therein there are no other share-based incentive schemes in Cint.
Preparation of the proposal
The LTIP 2025 has been prepared by the Company’s board of directors with the support of external advisors and after consultations with shareholders. The board of directors has subsequently decided to present this proposal to the general meeting. Other than the officials who have prepared or reviewed the documentation under instructions from the board of directors, no employee who may be covered by the program participated in the design of the terms and conditions.
Authorisation
Each of the members of board of directors shall be authorised to make such minor adjustments to this resolution that may be required for the registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and Euroclear Sweden AB. Additionally, the board of directors shall have the right to undertake minor adjustments to the LTIP 2025 due to applicable foreign rules and laws, applicable law, regulation, market practice or otherwise.
Majority requirement
A resolution in accordance with the board of directors’ proposal regarding the establishment of the LTIP 2025 under this item 14(a) of the proposed agenda requires support from shareholders representing more than half of the votes cast at the general meeting.
Item 14(b): Resolution on delivery of shares under the LTIP 2025 through an issue and transfer of warrants of series 2025/2028
Under the LTIP 2025 proposed by the board of directors under item 14(a) of the proposed agenda, the Company has an obligation, subject to certain conditions, to deliver shares in the Company to the Participants in the LTIP 2025.
In order to secure the Company’s obligation to deliver shares and to cover any costs (including taxes and social security charges) under the LTIP 2025, the board of directors proposes that the general meeting resolves to issue and transfer up to 11,096,554 warrants of series 2025/2028 on the terms and conditions set out below. The board of directors considers the warrant settlement method to be the preferred alternative to the equity swap arrangement with a third party included in item 14(a) of the proposed agenda since the costs for an equity swap arrangement are significantly higher than the costs for issuing and transferring warrants. If the general meeting resolves to approve the proposed warrant settlement method under this item 14(b) with the requisite majority, the board of directors intends to not utilise the equity swap arrangement proposed under item 14(a) above.
In order to secure the Company’s obligation to deliver shares under the LTIP 2025, the board of directors proposes that the general meeting resolves to issue and transfer warrants of series 2025/2028 in the Company on the following terms and conditions:
The resolution shall be conditional upon that the general meeting resolves to establish the LTIP 2025 in accordance with the board of directors’ proposal under item 14(a) of the proposed agenda.
A resolution in accordance with the board of directors’ proposal requires support from shareholders representing not less than nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting.
Item 15: Resolution on authorisation of the board of directors to issue shares
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, on one or more occasions before the 2026 annual general meeting, resolve on issues of shares against payment in cash, with provisions of payment in kind or set-off of claims or other conditions, and carried out with or without deviation from the shareholders’ preferential rights. The purpose of the authorisation and the possibility to deviate from the shareholders’ preferential rights is to provide the board of directors with flexibility in financing and to facilitate the accelerated expansion and development of the Company in accordance with its adopted strategy.
The board of directors is entitled to resolve on share issues causing an increase of the Company’s share capital of at most ten (10) percent of the Company’s registered share capital at the time the board of directors first utilises the authorisation.
The board of directors, or the person appointed by the board of directors, is authorised to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
Majority requirement
A resolution to approve the proposal under item 14(b) requires support from shareholders representing at least nine-tenths (9/10) of the votes cast and of the shares represented at the general meeting and a resolution to approve the proposal under item 15 requires support from shareholders representing at least two-thirds (2/3) of the votes cast and of the shares represented at the general meeting.
Available documents
Documents that shall be made available prior to the annual general meeting in accordance with the Swedish Companies Act will be made available at the Company’s offices, Luntmakargatan 18, SE-111 37 Stockholm, in accordance with the requirements of the Swedish Companies Act and will be sent to shareholders who so request and who inform the Company of their mailing address. The documents will also be made available on the Company’s website: www.cint.com. All documents above will be presented at the general meeting.
Shareholders’ right to request information
Shareholders are reminded of their right pursuant to Chapter 7, Section 32 of the Swedish Companies Act to request that the board of directors and managing director provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda or any circumstances which may affect the assessment of the Company’s or a group company’s financial position. The obligation to provide information also applies to the Company’s relationship with other group companies. Information must be provided if it is possible to do so without significant harm to the Company.
Processing of personal data
For information on how personal data is processed in connection with the general meeting, see the privacy notices of Euroclear Sweden AB and Computershare AB available on their respective websites, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and https://www.computershare.com/se/gm-gdpr#English.
Other information
The Company currently has 354,976,383 outstanding shares and votes. At the time of this notice, the Company holds no shares in treasury.
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Stockholm, April 2025
Cint Group AB (publ)
The board of directors
Patrik Linzenbold
Head of Investor Relations
[email protected]