Resolutions from the annual general meeting in Cint Group AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
At the annual general meeting in Cint Group AB (publ) (the “Company” or “Cint”) held on 13 May 2025 it was resolved on, among other things, the composition of the board of directors, re-election of the chair of the board of directors and the auditor, determination of fees to be paid to the members of the board of directors and the auditors, the establishment of a new long-term incentive program, as well as an authorisation for the board of directors to resolve on issues of shares.
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 2024.
The annual general meeting resolved that Cint shall not pay any dividends for the financial year 2024.
Members of the board of directors and managing directors were discharged from liability for the financial year 2024.
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 2026 and that one registered accounting firm is elected as the Company’s auditor.
The annual general meeting resolved to re-elect Anna Belfrage, Donna L. DePasquale, Carl Sparks, Linda Höglund, and Mark Simon as board members and to elect Susanne Ekblom as new member of the board of directors for the period until the close of the annual general meeting 2026. Anna Belfrage 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 as auditor for the period until the close of the annual general meeting 2026.
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 2026 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 elected by the annual general meeting.
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 2026 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 2026.
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 re-adopt the guidelines for remuneration to the senior executives adopted by the 2024 annual general meeting in unchanged form. The guidelines shall be in force until new guidelines are adopted by the general meeting. 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 2024. 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 2025”). The LTIP 2025 comprises in total up to 9,247,128 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 2025, the general meeting resolved to issue and transfer up to 11,096,554 warrants of series 2025/2028. The maximum dilution effect 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.
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 2026, 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 authorisation.