Bifogade filer
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Large Cap Stockholm |
| Sektor | Informationsteknik |
| Industri | Kommunikation |
Intresserad av bolagets nyckeltal?
Analysera bolaget i Börsdata!
Vem äger bolaget?
All ägardata du vill ha finns i Holdings!
Sinch convenes an Extraordinary General Meeting to increase the flexibility in the company's capital allocation and thereby create long-term shareholder value. The Board of Directors proposes that all 74,211,294 shares repurchased by the company, approximately 8.78 percent of the total number of shares, shall be cancelled. This will free up capacity for the Board to decide on continued repurchases under the existing mandate. The repurchase authorization, which entitles the Board of Directors to acquire own shares up to a maximum of 10 percent of the total number of shares in the company at any given time, is valid until the Annual General Meeting on May 21, 2026.
This provides the Board of Directors with the flexibility to continue using share repurchases as a strategic tool to create long-term shareholder value and improve the company's capital structure.
Below is the formal notice for the Extraordinary General Meeting:
Notice of extraordinary general meeting in Sinch AB (publ)
The shareholders of Sinch AB (publ), 556882-8908 ("Sinch" or the "Company") are hereby summoned to the extraordinary general meeting on Thursday, 19 February 2026 at 10:00 (CET) at Sinch's offices at Lindhagensgatan 112 in Stockholm, Sweden. Entry and registration begins at 9:30 (CET).
The board of directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (2005:551) and the Company's articles of association, decided that shareholders shall have the right to exercise their voting rights by post prior to the extraordinary general meeting. Accordingly, shareholders may choose to participate at the extraordinary general meeting in person, by proxy or through postal voting.
Right to attend the extraordinary general meeting
Shareholders who wish to attend the extraordinary general meeting must:
- be registered in the share register kept by Euroclear Sweden AB on Wednesday, 11 February 2026 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 by the nominee not later than Friday, 13 February 2026, and
- notify their intention to participate according to the instructions under the heading "Attendance in person or by proxy" below not later than on Friday, 13 February 2026, or submit a postal vote in accordance with the instructions under the heading "Voting by post" below in such manner that Computershare AB has received the postal vote by Friday, 13 February 2026.
Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register the shares in the shareholder's own name in the share register kept by Euroclear Sweden AB in order to participate at the extraordinary general meeting. As set out above, the nominee must have performed such registration with Euroclear Sweden AB by Friday, 13 February 2026. Therefore, the shareholder must contact its nominee well in advance of this date and re-register their shares in accordance with the nominee's instructions.
Attendance in person or by proxy
Shareholders who wish to participate at the extraordinary general meeting in person or by proxy shall notify the Company of their intent to participate not later than 13 February 2026. Notification of attendance can be made:
- electronically through the Company's website (https://investors.sinch.com),
- by e-mail to proxy@computershare.se,
- by telephone +46-771-24 64 00, or
- by mail to Computershare AB, "Sinch EGM", Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden.
The notification is to include the shareholder's full name, personal/corporate identification number, address, telephone number, and, if applicable, the number of accompanying advisors (not more than two) who are attending the extraordinary general meeting.
Shareholders who do not wish to participate in person or exercise their voting rights by postal voting may exercise their voting rights at the extraordinary general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
Voting by post
Shareholders who wish to exercise their voting rights through postal voting shall use the postal voting form and follow the instructions that are available on the Company's website (https://investors.sinch.com) and at the Company's offices, Lindhagensgatan 112, SE-112 51, Stockholm, Sweden. Postal voting forms may be:
- submitted electronically with BankID through the Company's website (https://investors.sinch.com),
- sent by e-mail to proxy@computershare.se, or
- sent by post to Computershare AB, "Sinch EGM", Gustav III:s Boulevard 34, SE-169 73 Solna, Sweden.
Postal voting forms shall be received by Computershare AB by Friday, 13 February 2026, at the latest. Shareholders are not allowed to include special instructions or conditions in the postal voting form. If special instructions or conditions are included in the postal voting form, such postal vote becomes invalid. Further information and conditions can be found in the postal voting form.
If the shareholder submits a postal vote by proxy, a written, 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 (https://investors.sinch.com). If the shareholder is a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed with the postal voting form.
Proposed agenda
1. Opening of the meeting
2. Appointment of chairman of the meeting
3. Election of one or two persons to verify the minutes
4. Preparation and approval of the voting list
5. Approval of the agenda
6. Determination that the meeting has been duly convened
7. Resolution on:
(A) reduction of the share capital through cancellation of repurchased shares; and
(B) increase of the share capital through bonus issue without issue of new shares
8. Closing of the meeting
Appointment of chairman of the meeting (item 2)
The board of directors proposes that the chairman of the board Erik Fröberg, or, in his absence, the person designated by the board of directors, is appointed as chairman of the extraordinary general meeting.
Election of one or two persons to verify the minutes (item 3)
The board of directors proposes Jonas Fredriksson, who represents Neqst D2 AB or, in his absence, the person designated by the board of directors, as, in addition to the chairman, the person to verify the minutes.
Resolution on (A) reduction of the share capital through cancellation of repurchased shares and (B) increase of the share capital through bonus issue without issue of new shares (item 7)
Background and reasons
The Company has, following a resolution by the board of directors based on the authorisation granted by the 2025 annual general meeting, acquired 74,211,294 of its own shares and holds a total of 74,211,294 of its own shares as of 23 January 2026. The board of directors proposes that the shares held by the Company be cancelled in accordance with the proposals in items (A) - (B) below.
The authorisation for the board of directors to resolve on the acquisition of own shares granted by the 2025 annual general meeting may be exercised on one or more occasions before the 2026 annual general meeting and allows the acquisition of at most such number of shares that the Company's holding of own shares at any time does not exceed ten (10) per cent of all shares in the Company at such time. The Company's holding of own shares as of 23 January 2026 corresponds to approximately 8.78 per cent of all shares in the Company. By cancelling these shares, the board of directors is given the opportunity to continue to exercise the authorisation granted by the 2025 annual general meeting and acquire additional shares before the authorisation expires at the 2026 annual general meeting. Such acquisitions are conditional upon the board of directors finding it appropriate based on prevailing market conditions and a new board resolution to acquire additional own shares.
Item (A) - Resolution on reduction of the share capital through cancellation of repurchased shares
The board of directors proposes that the meeting resolves that the Company's share capital shall be reduced by SEK 742,112.94 through the cancellation of 74,211,294 shares held by the Company. The purpose of the reduction of the share capital is allocation to unrestricted equity. The shares shall be cancelled without consideration.
The reduction of the share capital can be implemented without authorisation from the Swedish Companies Registration Office or a court of general jurisdiction since the Company is simultaneously carrying out a bonus issue in accordance with item (B) below, meaning that neither the Company's restricted equity nor share capital decreases.
Item (B) - Resolution on increase of the share capital through bonus issue without issue of new shares
The board of directors proposes that the meeting resolves to increase the Company's share capital by SEK 742,112.94 through a bonus issue for the purpose of restoring the share capital to its original level following the completed reduction of the share capital in accordance with item (A) above. The amount by which the share capital is increased shall be transferred from the Company's unrestricted equity and no new shares shall be issued in connection with the increase of the share capital. Following the completed bonus issue, the Company's share capital will thus correspond to the share capital before the reduction in accordance with item (A) above.
Authorisation
The board of directors proposes that the board of directors, or a person appointed by the board of directors, shall be authorised to make such minor adjustments to this resolution in accordance with items (A) - (B) that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Conditions
The board of directors' proposals under items (A) - (B) are conditional upon each other and shall be adopted as one resolution.
Majority requirements
For a valid resolution in accordance with this item 7, it is required that the resolution is supported by shareholders representing at least two-thirds of both the votes cast at the meeting and the shares represented at the meeting.
Documents
Documents pursuant to Chapter 20, Sections 13-14 and Chapter 12, Section 7 of the Swedish Companies Act and other documents which shall be made available prior to the extraordinary general meeting will be made available at the at the Company's offices at Lindhagensgatan 112, SE-112 51, Stockholm, Sweden, and on the Company's website (https://investors.sinch.com) not later than three weeks prior to the extraordinary general meeting in accordance with the requirements of the Swedish Companies Act. The documents will be sent to shareholders who request it and who inform the Company of their mailing address. Such request can be sent to the contact details set out under the heading "Attendance in person or by proxy" above. The relevant documents will be presented at the extraordinary general meeting.
Shareholders' right to request information
If a shareholder at the extraordinary general meeting so requests and, according to the board of directors, it will not result in material damage to the Company or significant inconvenience to any individual, the board of directors and the CEO are obliged to provide information concerning conditions that could influence the assessment of an item on the agenda. This disclosure obligation applies equally to the Company's relationship with other group companies, the consolidated accounts and such circumstances pertaining to subsidiaries as those referred to in the preceding sentence.
Processing of personal data
For information on how personal data is processed in connection with the extraordinary general meeting, please refer to the privacy notices of Euroclear Sweden AB and Computershare AB which are available on their respective websites (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and www.computershare.com/se/gm-gdpr#English).
Other information
The Company has, as of the date of this notice, 845,643,560 outstanding shares and votes. The Company holds 74,211,294 own shares as of the date of this notice.
***
Stockholm in January 2026
Sinch AB (publ)
The board of directors