Cint

The shareholders of Cint Group AB (publ) (“Cint” or the “Company”) are hereby given notice of the annual general meeting to be held on 15 May 2024 at 10.00 CEST at Convendum, Vasagatan 16 in Stockholm. The entrance to the meeting will open 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. Shareholders may therefore choose to exercise their voting rights at the general meeting by attending in person, through a proxy or by postal voting. No food will be served before or after the annual general meeting.

Right to participate and notice of attendance

Shareholders who wish to exercise their voting rights at the general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB on the record date 6 May 2024 or, if the shares are registered in the name of a nominee, request that the shares are registered in the shareholder’s own name for voting purposes in such time that the registration is completed by 8 May 2024, and
• give notice of attendance at the general meeting to the Company in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” no later than on 8 May 2024 or submit a postal vote in accordance with the instructions set out in the section “Voting by post” no later than on 8 May 2024.

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 8 May 2024 either:

• electronically on the Company’s website, www.cint.com (only applicable to private individuals);
• by email to proxy@computershare.se;
• by post to Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Cint’s annual general meeting”); or
• by telephone to +46 (0)771-24 64 00 on weekdays between 09.00 a.m. and 16.00 p.m. (CEST).

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 proxy@computershare.se or by mail to Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Cint’s annual general meeting”) no later than on 8 May 2024. 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. Template 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 offices, Luntmakargatan 18, SE-111 37 Stockholm. The postal vote must be received by the Company no later than on 8 May 2024. The postal voting form shall be sent either:

• electronically in accordance with the instructions available on the Company’s website, www.cint.com;
• by email to proxy@computershare.se; or
• by post to Computershare AB, Box 5267, SE-102 46 Stockholm (Att. “Cint’s annual general meeting”).

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 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 certificate of incorporation or other authorization document 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), “Annual general meeting”, Luntmakargatan 18, SE-111 37 Stockholm or send an e-mail to agm@cint.com.

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 and the consolidated financial report and the auditor’s report in respect thereof
8. Resolutions:

1. on adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet
2. on the disposition of the Company’s result as shown in the adopted balance sheet
3. on discharge of liability of members of the board and the managing director

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:

1. the establishment of LTIP 2024; and
2. delivery of shares under the LTIP 2024 through an issue and transfer of warrants of series 2024/2027

15. Resolution on authorisation of the board of directors to issue shares
16. Resolution on amendment to the articles of association
17. 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 voting list that is proposed to be approved under item 3 on the agenda is the voting list that Computershare AB has prepared, on behalf of the Company, based on the general meeting share register, shareholders who have notified their attendance and are present at the general meeting and received postal votes.

Item 5: Election of one or two persons to verify the minutes

Carl Armfelt, representing TIN Fonder, or in his absence, the person designated by the board of directors of directors, is, in addition to the chair, proposed as person to verify the minutes.

Item 8b: 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 2023 and that the result shall be carried forward.

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 annual general meeting 2025 shall be SEK 1,200,000 to the chair of the board of directors and SEK 450,000 to each of the 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 members of the audit committee for the period until the close of the annual general meeting 2025.

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 members of the remuneration committee for the period until the close of the annual general meeting 2025.

The nomination committee proposes that the fees to the auditor be paid against approved invoice.

Item 11: Election of the members of the board of directors and auditor

The board members Liselotte Engstam and Tina Daniels have informed the nomination committee that they are not available for re-election at the annual general meeting 2024.

The nomination committee proposes that Patrick Comer, Carl Sparks, Anna Belfrage, Mark Simon and Donna L. DePasquale are re-elected as board members and that Linda Höglund is elected as a new member of the board of directors for the period until the close of the annual general meeting 2025.

The nomination committee proposes that Patrick Comer is re-elected as chair of the board of directors for the period until the close of the annual general meeting 2025.

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 annual general meeting 2025. 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 the following guidelines for compensation to senior executives. These guidelines do not apply to any remuneration decided or approved by the general meeting.

Guidelines for remuneration to the senior executives

General principles for remuneration and other terms and conditions

These guidelines apply to remuneration to senior executives in the Company. For the purposes of these guidelines, senior executives include the CEO, the deputy CEO (if applicable), and certain other executives who, from time to time, are members of the group management and directly report to the CEO.

These guidelines do not apply to any remuneration resolved upon or approved by the general meeting and are only applicable to remuneration agreed, and amendments to remuneration already agreed, after the adoption of these guidelines by the annual general meeting 2024.

Purpose and general remuneration principles

These guidelines constitute a frame for which remuneration to senior executives may be decided by the board of directors during the period of time for which the guidelines are in force. Cint is a global software platform company that serves the insights industry across the globe. As a consequence Cint competes for senior management talent with the broader tech industry. As many of the Cint key executives live and operate outside of Sweden, these guidelines attempt to ensure Cint’s competiveness as an employer in all of the geographies and domains it operates. For further information regarding the Company’s strategic priorities, please refer to the Company’s annual report and the Company’s website, www.cint.com.

The Company’s remuneration principles shall be designed to ensure responsible and sustainable remuneration decisions that support the Company’s business strategy, long-term interests and sustainable business practices. To this end, salaries and other employment terms shall enable the Company to retain, develop and recruit skilled senior executives with relevant experience and competence. The remuneration shall be on market terms, competitive and reflect the performance and responsibilities of individual senior executives.

In the preparation of the board of directors’ proposal for these guidelines, remuneration and employment conditions for employees of the Company have been taken into account by including information on the employees’ total income, the components of the remuneration and its conditions in the remuneration committee’s and the board of directors’ basis of decision when evaluating whether the guidelines and limitations set out herein are reasonable.

Remuneration for senior executives must be duly adjusted to comply with any local mandatory rules in the jurisdiction of their employment and may be duly adjusted to comply with established local practice, taking into account, to the extent possible, the overall purpose of the guidelines.

Elements of remuneration

The remuneration to the senior executives covered by these guidelines may consist of fixed cash salary, variable cash salary, pension and non-financial benefits. In addition hereto, the general meeting may decide on sharebased long-term incentive programs in which senior executives can participate.

Principles for fixed cash salary

The fixed cash salary shall be in line with market conditions, be competitive, and shall take into account the scope and responsibility associated with the position, as well as the skills, experience and performance of each senior executive.

Principles for variable cash salary

Variable cash salary (i.e., cash bonuses) shall be based on a set of predetermined and measurable performance criteria that reflect the key drivers for pursuing the Company’s business strategy, long-term interests and sustainable business practices. Such performance criteria shall consist of key performance indicators both for the Company’s overall and financial performance as well as individual performance. To which extent the criteria for awarding variable cash salary have been satisfied shall be determined when the relevant measurement period of the performance criteria has ended. Such variable cash salary shall be evaluated and documented on an annual basis. Variable cash salary may amount to a maximum of 100 percent of the fixed annual cash salary for each senior executive.

In addition each senior executive may also receive a deferred cash bonus corresponding to the amount that has been paid as variable cash salary for each financial year (i.e. an additional amount of at most 100 percent of the variable cash salary). The deferred cash bonus will vest during a period of two years from the end of the previous financial year (meaning that the first deferred cash bonus may be paid in 2027). The deferred cash bonus will be based on the same performance criteria as the variable cash salary and in addition the senior executive must also be employed by Cint on the date for the payment of the deferred cash bonus and shall not have received or given a notice of termination of employment. The board of directors may however also determine in its sole discretion that a senior executive is a good leaver and shall be entitled to receive a pro-rata portion of the deferred cash bonus.

Principles for pension benefits

Pension benefits shall be based on local practices and applicable law. Any deviations to local common practice in pensions are to be separately approved by the remuneration committee and documented in its report to the board of directors. Pension benefits may not amount to more than 50 percent of the annual fixed cash salary of each senior executive, provided that mandatory provisions of applicable laws do not require a higher pension provision.

Principles for non-financial benefits

Non-financial benefits shall be based on market terms and shall facilitate the duties of senior executives. The aim of the Company is to have sufficiently competitive salary and incentive programs and minimize additional non-financial benefits. Any non-financial benefits, beyond what is offered to the entire workforce of Cint, shall be reviewed and approved by the remuneration committee. Premiums and other costs related to non-financial benefits may not exceed 20 percent of the annual fixed cash salary of each senior executive.

Share-based long-term incentive programs

Remuneration resolved upon or approved by the general meeting is not covered by these guidelines. Accordingly, these guidelines do not apply to, i.e., share-based long-term incentive programs resolved upon or approved by the general meeting. However, as a principle, it is the aim of the board of directors to propose such programs to the annual general meeting each year, as attractive share-based long-term incentive programs form a critical part of the total compensation for senior executives and will allow the Company to retain and hire the talent it needs for further growth.

Preparation and review of these guidelines

These guidelines have been prepared by the board of directors’ remuneration committee. The remuneration committee shall have a preparatory function, in relation to the board of directors, in respect of principles for remuneration and other terms of employment regarding the senior executives. With the recommendation of the remuneration committee as the basis, when the need arises for significant changes in the guidelines, but at least every fourth year, the board of directors shall prepare a proposal for guidelines for resolution by the annual general meeting. The annual general meeting shall decide on such proposals. Resolved guidelines may also be amended by way of resolution by general meetings other than annual general meetings.

Within the scope and on the basis of these guidelines, the board of directors shall, based on the remuneration committee’s preparation and recommendations, annually decide on the general principles and structure of the remuneration of the executive team and specific remuneration terms for the CEO and make such other resolutions in respect of remuneration for the CEO that may be required. The specific remuneration terms for each senior executive (other than the CEO) shall be prepared by the CEO and be agreed with the Chair of the Board in consultation with the Remuneration Committee (if needed).

The members of the remuneration committee are independent in relation to the Company and the senior executives, except for the chair of the remuneration committee (also chair of the board) who is dependent in relation to the Company and its executive management but independent in relation to the Company’s major shareholders. The CEO and the other senior executives do not participate in the board of directors’ handling of and resolutions regarding remuneration-related matters if they are affected by such matters.

Termination of employment

Upon termination of employment by the Company or the executive, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay (if any) may not together exceed an amount corresponding to the annual fixed cash salary for two years.

Derogations from these guidelines

The board of directors may temporarily resolve to derogate from these guidelines, in whole or in part, if in a specific case there is special cause for such derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability.

Item 13: Resolution on approval of the remuneration report

The board of directors proposes that the annual general meeting approves the remuneration report for 2023.

Item 14(a): Resolution on the establishment of LTIP 2024

Background and purpose

At the extraordinary general meeting on 26 January 2023, the general meeting resolved on a new long-term incentive program (“LTIP 2023”). As set out in the board of directors’ proposal to the extraordinary general meeting, the LTIP 2023 was proposed as the Company’s ordinary annual program and a renewed annual program was intended to be proposed at the annual general meeting 2024. The board of directors’ proposal for LTIP 2023 was based on the Company’s wish to have a single and simple program and to reward the delivery of long-term, sustainable value to Cint’s shareholders as part of a competitive total compensation package. The LTIP 2023 was also proposed within the context that Cint operates globally and within an industry where equity incentives are used to compensate both outperformance and expected income.

The board of directors have evaluated the LTIP 2023 and based on the review made certain adjustments ahead of the proposal of the renewed long-term incentive program for 2024 (“LTIP 2024”). The main change to the LTIP 2024 compared to the LTIP 2023 is that the number of performance metrics to be used to determine the fulfilment of the LTIP 2024 has been increased from one to two as further detailed below. In addition, the LTIP 2024 will also include a three-year vesting period for all participants.

It is the board of directors’ view that the new performance criteria for the LTIP 2024 and the increased vesting period for all participants creates further alignment of interest between the Company’s shareholders and the participants in the LTIP 2024 and ensures 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.

LTIP 2024

Subject to the terms and conditions of the LTIP 2024, the Company will award restricted stock units (“RSUs”) free of charge to members of the Company’s Group Management and other employees (the “Participants”) as allocated by the board of directors, pursuant to the following principles.

1. The maximum number of RSUs that may be awarded is 5,642,913. Each RSU shall entitle the holder to one share in the Company subject to both performance (as described below) and continued employment within the Cint group. Accordingly, the maximum number of shares available for the Participants under the LTIP 2024 shall be 5,642,913 (subject to recalculation in accordance with the terms of the LTIP 2024).
2. The intention is to launch the LTIP 2024 and award the RSUs as soon as possible after the Company’s annual general meeting 2024, but the board of directors shall be authorised to in its own discretion finally determine the date of award (the “Date of Award”). The RSUs will, subject to the terms and conditions of the LTIP 2024, fully vest after three years from the Date of Award (the “Vesting Date”), subject to both (i) performance (as described below) and (ii) continued employment. The period from the Date of Award to the Vesting Date is referred to as the “Vesting Period”. The board of directors will determine the number of vested RSUs (if any) after the Vesting Date.
3. Each vested RSU entitles the Participant to receive one share in Cint, subject to the terms of the LTIP 2024. These terms are further described below:
   1. EBITDA growth and TSR percentile: The number of vested RSUs (prior to any recalculations) on the Vesting Date depends on the level of fulfilment of the stipulated performance criteria. The performance criteria is based on the adjusted EBITDA growth during the financial years 2024–2026 (measured as the growth of the adjusted EBITDA set out in the year-end report for the financial year 2023 against the adjusted EBITDA set out in the year-end report for the financial year 2026) (“EBITDA growth”) and relative TSR (total shareholder return) over the financial years 2024–2026 against the companies which are included in the N Technology EUR GI index as of the Date of Award (“TSR percentile”).

The performance criteria are weighted as follows: (i) EBITDA growth, 50 percent, and (ii) TSR percentile, 50 percent. The performance criteria are also subject to Overperformance Vesting as set out below. The level of fulfilment of each performance criteria will determine the vesting in accordance with the below.

1. EBITDA growth: The level of fulfilment of the performance criteria EBITDA growth and the vesting of the applicable number of RSUs allocated to EBITDA growth as performance criteria will be determined in accordance with the following:
   1. none of the RSUs eligible to vest on the applicable Vesting Date will vest if the EBITDA growth is less than 28 percent;
   2. one-third of the RSUs eligible to vest on the applicable Vesting Date will vest if the EBITDA growth equals 28 percent; and
   3. 100 percent of the RSUs eligible to vest on the applicable Vesting Date will vest if the EBITDA growth equals or exceeds 56 percent.

In case of an EBITDA growth between the performance levels set out in item (ii) and (iii) above, i.e., an EBITDA growth between 28 and 56 percent, a straight-line vesting between one-third and full vesting shall apply.

1. TSR percentile: The level of fulfilment of the performance criteria TSR percentile and the vesting of the applicable number of RSUs allocated to TSR percentile as performance criteria will be determined in accordance with the following:

1. none of the RSUs eligible to vest on the applicable Vesting Date will vest if the TSR percentile is lower than the 50th percentile (the median);
2. one-third of the RSUs eligible to vest on the applicable Vesting Date will vest if the TSR percentile equals the 50th percentile; and
3. 100 percent of the RSUs eligible to vest on the applicable Vesting Date will vest if the TSR percentile equals or exceeds the 75th percentile (the upper quartile).

In case of a TSR percentile between the performance levels set out in item (ii) and (iii) above, i.e., a TSR percentile between the 50th and 75th percentile, a straight-line vesting between one-third and full vesting shall apply.

1. In case of overperformance of either performance criteria set out above in (b)–(c) such performance criteria may increase its total weighing to up to 1.5x of its original weighting, meaning that EBITDA growth and TSR percentile may account for at most 75 percent of the total performance criteria weighting (“Overperformance Vesting”). However, the maximum vested RSUs will in any case not exceed 100 percent of the total number of RSUs awarded.
2. Any RSUs that are not vested at the Vesting Date will lapse and be deemed forfeited without consideration.
3. The board of directors shall be entitled to determine that all or some of the vested RSUs should be cancelled or reclaimed (clawback) if the performance criteria outcome is the result of misstatement of the financial accounts or gross misconduct as well as reduce or delay vesting of RSUs if the performance criteria outcome does not reflect the underlying business performance of the Company as determined by the board of directors.
4. The terms of the LTIP 2024 includes a condition of the Participant’s continued employment within the Cint group during the Vesting Period (the board of directors shall be authorised to waive this condition under certain circumstances as determined in the board of directors’ discretion).

1. The LTIP 2024 comprises in total 5,642,913 RSUs which are anticipated to be awarded to approximately 30 participants consisting of the CEO, members of Group Management and other key employees as decided by the board of directors. The maximum number of RSUs that can be awarded to any participant, including the CEO, is 1,500,000.
2. In the event a Participant cannot, after the Vesting Date, receive shares from vested RSUs under applicable laws or regulations or at reasonable cost or with reasonable administrative effort by the Participant or the Company, the board of directors shall have the right to decide to settle the RSUs wholly or partly in cash. The board of directors shall also have the right to in its own discretion decide that shares and/or cash shall be withheld by the Company in order to cover or facilitate the payment of applicable taxes.
3. In the event of a change in control of the Company (meaning a party, or several parties acting in concert, acquiring shares representing more than 50 percent of the votes in the Company) or a direct or indirect sale, transfer or other disposal of all or substantially all of the business and assets, any unvested RSUs shall fully vest.
4. The board of directors shall be entitled to recalculate the maximum number of shares (per RSU and in total) in the event of intervening rights issues, bonus issues, share splits, reverse share splits, dividends or similar events, with the aim to achieve the same economic intention of the awards for the Participants.
5. The board of directors shall be responsible for the detailed terms and conditions and the administration of the LTIP 2024 within the scope and framework of this proposal. In connection therewith, the board of directors shall be entitled to adopt different terms and conditions, e.g., due to new recruitment, illness, disability, death, redundancy, contractual retirement, local rules and laws, tax regulations, and other circumstances determined by the board of directors. In addition, prior to the Date of Award the board of directors shall be authorised to establish higher thresholds for the performance criteria and make other changes to the LTIP 2024 provided that, in the board of directors’ sole discretion, the changes do not ease the requirements in the LTIP 2024 for the Participants or otherwise entail terms that are more favourable for the Participants than as set out in this proposal.
6. The RSUs will have no voting rights prior to vesting, the number of RSUs will not be increased and no cash will be paid as dividend equivalent for vested RSUs.
7. The LTIP 2024 will be governed by Swedish law.

Delivery of shares and hedging

In order to ensure the delivery of shares to the Participants under the LTIP 2024, the board of directors proposes that the Company can hedge its obligations under the LTIP 2024 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 2024.

In addition, the board of directors proposes that the general meeting resolves to issue up to 6,771,496 warrants of series 2024/2027 (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 2024.

Dilution effect

The maximum dilution effect for the delivery of shares to participants under LTIP 2024 will be approximately 2.58 percent. The maximum dilution effect including warrants used as hedge instead of the equity swap, will be approximately 3.11 percent if all 6,771,496 warrants of series 2024/2027 are exercised for subscription of 6,771,496 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 2024 are settled by way of an equity swap arrangement with a third party, no dilution effect will arise.

Costs

The costs for the LTIP 2024 are based on the IFRS 2 reporting standards. The board of directors has made a preliminary cost calculation for the LTIP 2024, which is based on a share price on the Vesting Date of SEK 30.00 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, using the Monte Carlo simulations model, been set at an average of SEK 12.26.

In total, the maximum costs for the LTIP 2024 of approximately SEK 70.3 million, excluding costs for social security charges. With full vesting the costs for social security charges would at most be approximately SEK 33.9 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 2023 (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 2024 has been prepared by the Company’s remuneration committee and has been adopted by the board of directors.

Authorization

Each of the members of board of directors shall be authorized 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, and that the board of directors shall have the right to undertake minor adjustments to the LTIP 2024 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 2024 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 2024 through an issue and transfer of warrants of series 2024/2027

Under the LTIP 2024 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 2024.

In order to secure the Company’s obligation to deliver shares and to cover any costs (including taxes and social security charges), the board of directors proposes that the general meeting resolves to issue and transfer up to 6,771,496 warrants of series 2024/2027 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 2024, the board of directors proposes that the general meeting resolves to issue and transfer warrants of series 2024/2027 in the Company on the following terms and conditions:

1. A maximum of 6,771,496 warrants of series 2024/2027 shall be issued.
2. The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only vest with a wholly owned subsidiary of Cint (the “Subsidiary”), with the right and obligation to dispose of the warrants in accordance with the Company’s obligations under the LTIP 2024.
3. The reason for the deviation from the shareholders’ pre-emptive rights is to secure the Company’s obligations to deliver shares and to cover any costs (including taxes and social security charges) under the LTIP 2024.
4. Subscription for the warrants shall take place on a separate subscription list not later than on 30 June 2024.
5. The warrants shall be issued to the Subsidiary without consideration.
6. Each warrant shall entitle the holder to subscribe for one new share in the Company. The exercise price for subscription for shares based on the warrants shall correspond to the quota value.
7. The warrants may be exercised during the period from and including 1 June 2024 up to and including 31 December 2027.
8. The new shares shall carry rights to dividends for the first time on the record date for dividends that occurs after subscription has been effected.
9. The subscription price and the number of shares for which each warrant entitles subscription may be recalculated under certain circumstances as set forth in the complete terms and conditions for the warrants.
10. Upon exercise of all 6,771,496 warrants, the Company’s share capital will increase by SEK 677,149.6 (based on a quotient value of SEK 0.1). If the subscription price exceeds the quotient value of the shares, the excess amount shall be allotted to the non-restricted statutory reserve (Sw. den fria överkursfonden).
11. The Subsidiary may, pursuant to the terms of the LTIP 2024, transfer up to 6,771,496 warrants (a) free of charge to Participants (and/or a designated third party) for the purpose of enabling the delivery of shares in the Company under the LTIP 2024, and (b) at a price equal to the fair market value of the warrants as determined using a customary valuation method to a designated third party for the purpose of covering any costs (including taxes and social security charges) under the LTIP 2024.

The resolution shall be conditional upon that the general meeting resolves to establish the LTIP 2024 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 annual general meeting 2025, 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’ flexibility in financing and facilitating an 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.

Item 16: Resolution on amendment to the articles of association

The board of directors considers that physical general meetings of shareholders is an important part of the Swedish corporate governance model. However, considering the Company’s diverse and international shareholder base and that the majority of the Company’s board of directors and executive management is residing outside of Sweden, the board of directors considers that the Company shall have the possibility to hold digital general meetings to facilitate higher presence from its shareholders, the board of directors and the executive management as well as to ensure cost efficiency and flexibility for the Company. The board of directors therefore proposes that the annual general meeting resolves to introduce a new § 9 in the Company’s articles of association as follows.

Ҥ 9 Form of the general meeting

The board of directors may, in accordance with what is set out in Chapter 7, Section 15, first paragraph of the Swedish Companies Act, resolve that a general meeting shall be held digitally. Detailed information on the procedure for digital attendance and participation will be made available on the company’s website and in the relevant notice convening the general meeting.”

The proposed new articles of association are available in their entirety at the company’s website, www.cint.com.

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 at least nine-tenths (9/10) of both the votes cast as well as the shares represented at the general meeting and a resolution to approve the proposals under item 15 and item 16 requires support from at least two-thirds (2/3) of both the votes cast as well as 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 CEO 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 to other group companies. Information must be provided if possible to provide such information 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, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. and www.computershare.com/se/gm-gdpr.

Other information

The Company currently has 212,976,588 outstanding shares and votes. The Company holds no treasury shares.

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Stockholm, April 2024
Cint Group AB (publ)
The board of directors