Notice to the extraordinary general meeting in Cint Group AB (publ)
The shareholders of Cint Group AB (publ) (“Cint” or the “Company”) are hereby given notice of an extraordinary general meeting to be held on 1 February 2022 at 10:00 CET at Convendum, Conference 1, Fleminggatan 18, SE-112 26 Stockholm. The entrance to the meeting will open at 09:30 CET.
The board of directors has decided, pursuant to Chapter 7, section 4a of the Swedish Companies Act and the Company’s articles of association, that shareholders shall have the right to exercise their voting rights by postal voting prior to the general meeting. Consequently, shareholders may choose to exercise their voting rights at the general meeting by attending in person, through a proxy or by postal voting.
Cint cares for the health of its shareholders and employees. Due to the Swedish Public Health Agency’s recommendations and the risk of spreading covid-19, Cint will take certain precautionary measures in connection with the general meeting. The general meeting and the admission for the general meeting will be kept as short as possible. Further, no food or beverages will be offered before, during or after the general meeting. The general meeting will also be recommended to pass a resolution that no guests nor others who are not legally entitled to attend the general meeting, are allowed to be present at the general meeting venue. No members of Cint’s board of directors will attend and management and other employees will only attend to the extent required. Shareholders who have symptoms themselves (or who have been in contact with someone who has symptoms), are encouraged to not attend the general meeting in person, but to attend by proxy instead or exercise their voting rights by postal voting prior to the general meeting. Shareholders who feel worried about becoming infected also have the opportunity to avoid attending in person and to instead attend by proxy or exercise their voting rights by postal voting prior to the general meeting.
Cint closely monitors developments and, if necessary, information on any additional measures for the general meeting will be published on the Company’s website, www.cint.com.
Vote at the general meeting
Those 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 24 January 2022 or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in their own name for voting purposes in such time that the registration is completed by 26 January 2022; and
- give notice of attendance to the Company in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” or submit a postal vote in accordance with the instructions set out in the section “Postal voting” no later than on 26 January 2022.
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 26 January 2022 either:
- electronically on the Company’s website, www.cint.com;
- by e-mail to [email protected];
- by mail to Computershare AB, “EGM of Cint Group AB”, Box 5267, SE-102 46 Stockholm; or
- by telephone +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 to the Company through Computershare AB, “EGM of Cint Group AB”, Box 5267, SE-102 46 Stockholm no later than on 26 January 2022.
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 / Investors / Leadership & Governance / General Meetings (https://investors.cint.com/en/general-meetings).
Postal voting
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 / Investors / Leadership & Governance / General Meetings (https://investors.cint.com/en/general-meetings). The postal vote must be received by the Company no later than on 26 January 2022. The postal voting form shall be sent either:
- by e-mail to [email protected];
- electronically in accordance with the instructions set out on www.cint.com; or
- by mail to Computershare AB, “EGM of Cint Group AB”, Box 5267, SE-102 46 Stockholm.
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 thereof to the general meeting’s secretariat prior to the opening of the general meeting.
Proposed agenda
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- Opening of the meeting
- Appointment of chair of the meeting
- Election of one person to verify the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination whether the meeting has been duly convened
- Determination of the number of board members and election of new board members
- Election of chair of the board of directors
- Determination of the remuneration to the new members of the board of directors
- Closing of the meeting
Nomination Committee
The nomination committee consists of Robert Furuhjelm, chair, appointed by Nordic Capital, Jan Dworsky, appointed by Swedbank Robur, Emma Viotti, appointed by Handelsbanken Fonder and Niklas Savander in the capacity of chair of the board of Cint.
Appointment of chair of the meeting (item 2)
Carl Westerberg, attorney at law at Gernandt & Danielsson, or, in his absence, the person designated by the board of directors, is proposed as chair of the general meeting.
Determination of the number of board members and election of new board members (item 7)
The nomination committee proposes that the number of board members, appointed by the general meeting, shall be nine.
The nomination committee proposes that the general meeting resolves to elect Patrick Comer and Carl Sparks as new members of the board of directors for the period until the end of the next annual general meeting.
Patrick Comer is, in the opinion of the nomination committee, considered as dependent in relation to the Company and the management of the Company and independent in relation to the major shareholders of the Company.
Carl Sparks is, in the opinion of the nomination committee, considered as independent in relation to the Company and the management of the Company and independent in relation to the major shareholders of the Company.
Upon the election of Patrick Comer and Carl Sparks, the board of directors will thus consist of Patrick Comer (chair), Cecilia Qvist (vice chair), Carl Sparks, Niklas Savander, Daniel Berglund, Rickard Torell, Kaveh Rostampor, Antonia Brandberg Björk and Anna Belfrage, for the period until the end of the next annual general meeting.
Election of chair of the board of directors (item 8)
The nomination committee proposes that Patrick Comer shall be elected as chair of the board of directors, and thereby replace Niklas Savander as chair of the board of directors. Niklas Savander will continue as a member of the board of directors.
Determination of the remuneration to the new members of the board of directors (item 9)
The nomination committee proposes that the board fee for Patrick Comer shall be EUR 75,000 on an annual basis, calculated pro rata for the remainder of the period until the next annual general meeting, which corresponds to the current fee of EUR 75,000 for the chair of the board.
The nomination committee proposes that the board fee for Carl Sparks and Niklas Savander shall be EUR 25,000 on an annual basis, calculated pro rata for the remainder of the period until the next annual general meeting, which corresponds to the current base fee of EUR 25,000 for the other members of the board of directors who are not chair and vice chair (with the exception of Daniel Berglund and Rickard Torell who receive a lower fee of EUR 10,000).
The nomination committee proposes that if Patrick Comer or Carl Sparks is appointed by the board of directors as members of the Company’s committees the remuneration for committee work shall be paid in accordance with the current base fee for the chair or members of the committees resolved by the annual general meeting 2021, as applicable. The remuneration shall be calculated pro rata for the remainder of the period until the next annual general meeting from the date of the member’s election as a member of the committee.
Available documents
The complete proposals, together with ancillary documentation, 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 / Investors / Leadership & Governance / General Meetings (https://investors.cint.com/en/general-meetings). All documents above will be presented at the general meeting.
The shareholders register concerning the general meeting will also be available at the Company prior to 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, January 2022
Cint Group AB (publ)
The board of directors