Cint

Adoption of the income statements and the balance sheets and resolutions on dividend and discharge of liability

The annual general meeting resolved to adopt the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet for the financial year 2023.

The annual general meeting resolved that Cint shall not pay any dividends for the financial year 2023.

The board of directors and the CEO were discharged from liability for the financial year 2023.

Determination of the number of members of the board of directors and auditors, as well as election of the members of the board of directors and auditor

The annual general meeting resolved that six board members be elected for the period until the annual general meeting 2025 and that one registered accounting firm is elected as the Company’s auditor.

The annual general meeting resolved to re-elect Patrick Comer, Carl Sparks, Anna Belfrage, Mark Simon and Donna L. DePasquale and to elect Linda Höglund as member of the board of directors for the period until the close of the annual general meeting 2025. Patrick Comer was re-elected as chairman of the board of directors for the same period.

The annual general meeting resolved to re-elect the registered accounting firm PricewaterhouseCoopers AB as auditor for the period until the close of the annual general meeting 2025.

Determination of the fees to be paid to the board of directors and fees to be paid to the auditor

The annual general meeting resolved 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 other members of the board of directors.

The annual general meeting also resolved 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 annual general meeting 2025 and 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 annual general meeting 2025.

The annual general meeting resolved that the fees to the auditor shall be paid against approved account.

Resolution on guidelines for remuneration to senior executives

The annual general meeting resolved to adopt updated guidelines for remuneration to senior executives, which shall apply until further notice. The guidelines for remuneration to senior executives are available on the Company’s website, www.cint.com.

Approval of the remuneration report

The annual general meeting approved of the board of directors remuneration report for 2023. The remuneration report is available on the Company’s website, www.cint.com.

Establishment of a new long-term incentive program

The annual general meeting resolved to establish a new long-term incentive program (“LTIP 2024”). The LTIP 2024 comprises in total up to 5,642,913 restricted stock units (“RSUs”) which will be awarded free of charge to members of group management and other employees as allocated by the board of directors. Each RSU entitles the holder to one share in the Company. The RSUs will fully vest after three years from the date of award, subject to both performance and continued employment.

In order to secure the Company's obligation to deliver shares and to cover costs under the LTIP 2024, the general meeting resolved to issue and transfer up to 6,771,496 warrants of series 2024/2027. The maximum dilution effect 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.

Resolution on authorisation of the board of directors to issue shares

The annual general meeting resolved 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 10 per cent of the Company’s registered share capital at the time the board of directors first utilises the authorization.

Resolution on amendment to the articles of association

The annual general meeting resolved not to amend the Company’s articles of association in accordance with the board’s proposal.