Notice to the extraordinary general meeting in Cint Group AB (publ)

MARKN.

The shareholders of Cint Group AB (publ), 559040-3217 (“Cint” or the “Company”), are hereby given notice of the extraordinary general meeting to be held on 21 February 2025 at 10.00 CET at IVA Konferenscenter, Grev Turegatan 16, in Stockholm. The entrance to the meeting will open at 09.30 CET.

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.

Vote at the extraordinary general meeting

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 13 February 2025, 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 17 February 2025, 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 17 February 2025 or submit a postal vote in accordance with the instructions set out in the section “Voting by post” no later than on 17 February 2025.

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 17 February 2025 either:

  • electronically on the Company’s website, www.cint.com (only applicable to private individuals);
  • by e-mail to proxy@computershare.se;
  • by post to Computershare AB, Gustav III:s Boulevard 34, SE-169 73 Solna (Att. “Cint’s extraordinary general meeting”); or
  • by telephone to +46 (0)771-24 64 00 on weekdays between 09.00 and 16.00 CET.

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 post to Computershare AB, Gustav III:s Boulevard 34, 169 73 Solna, Sweden (Att. “Cint’s extraordinary general meeting”) no later than on 17 February 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. 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 office, Luntmakargatan 18, SE-111 37 Stockholm. The postal vote must be received by the Company no later than on 17 February 2025. The postal voting form shall be sent either:

  • electronically in accordance with the instructions available on the Company’s website, www.cint.com;
  • by e-mail to proxy@computershare.se; or
  • by post to Computershare AB, Gustav III:s Boulevard 34, SE-169 73 Solna (Att. “Cint’s extraordinary 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 postal 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 postal voting form.

For questions about the general meeting or to receive a postal voting form or proxy form by post, please contact the Company by post to Cint Group AB (publ), Luntmakargatan 18, SE-111 37 Stockholm (Att. “Extraordinary general meeting”) or send an e-mail to egm@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. Resolution on approval of the board of directors’ resolution to issue shares with preferential rights for the Company’s shareholders
8. Closing of the meeting

Item 2: Election of a chair of the meeting

The board of directors proposes that the attorney Carl Westerberg, or in his absence, any person appointed by him, is elected chair of the meeting.

Item 7: Resolution on approval of the board of directors’ resolution to issue shares with preferential rights for the Company’s shareholders

Background

On 27 January 2025, the Company announced that the board of directors had resolved on a new issue of shares with preferential rights for the Company’s shareholders of up to approximately SEK 600 million, subject to subsequent approval by an extraordinary general meeting. The purpose of the rights issue is to support the implementation of the new Cint 2.0 strategy and improve future cash flows by refinancing the Company’s balance sheet, thereby providing Cint with greater operational planning stability and enhanced financial flexibility. For more information, please see the press release regarding the rights issue on the Company’s website, www.cint.com.

Proposal

The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors’ resolution on 27 January 2025 to issue shares with preferential rights for the Company’s shareholders on the following terms and conditions.

Authorisation for the board to determine terms

The board of directors, or any board member appointed by the board of directors, shall be authorised to, no later than on 20 February 2025, resolve on the highest amount by which the Company’s share capital shall be increased, the highest number of shares which shall be issued, the amount to be paid for each new share, and how the amount exceeding the quota value of the shares shall be distributed between the restricted share premium reserve and the non-restricted share premium reserve.

Subscription rights

Those who are registered as shareholders of the Company on the record date shall have preferential rights to subscribe for new shares and thus receive subscription rights in proportion to the number of shares held on the record date.

Should all new shares not be subscribed for with subscription rights, the board of directors shall resolve on the allotment of shares subscribed for without subscription rights in accordance with the following:

  • Firstly, the new shares shall be allotted to those who have subscribed for new shares with subscription rights, regardless if they were shareholders on the record date on 27 February 2025 or not, in proportion to the number of subscription rights each such person exercised for subscription for shares, and where this is not possible, by drawing of lots.
  • Secondly, the new shares shall be allotted to others who have applied for subscription without subscription rights and, in case of oversubscription, in proportion to the number of shares that each such person has applied to subscribe for, and where this is not possible, by drawing of lots.

Subscription period and payment

Subscription for new shares by exercise of subscription rights shall be made by payment in cash during the period 3–17 March 2025.

Subscription for shares without subscription rights shall be made on a separate subscription list during the period 3–17 March 2025. Payment for shares subscribed for without subscription rights shall be made through payment in cash no later than the fifth business day following notification of allotment of shares.

The board of directors shall have the right to extend the subscription period and postpone the date for payment.

Record date

The record date for determining who shall have preferential rights to subscribe for new shares and thus receive subscription rights shall be 27 February 2025.

Right to dividend

The new shares shall entitle to dividends for the first time on the first record date for dividends that occurs after the registration of the shares with the Swedish Companies Registration Office.

Authorisation to make minor amendments

The board of directors, or any person appointed by the board of directors, shall be authorised to make such minor adjustments of the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Available documents

Documents that shall be made available prior to the extraordinary general meeting in accordance with the Swedish Companies Act will be made available at the Company’s office, 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 address. The documents will also be made available on the Company’s website, www.cint.com. All documents above will be presented at the extraordinary 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.

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 212,985,830 outstanding shares and votes. The Company holds no treasury shares.

* * *
Stockholm, January 2025
Cint Group AB (publ)
The board of directors

Datum 2025-01-27, kl 14:07
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