Resolutions from the 2022 Annual General Meeting in Sinch AB (publ)
Sinch held its annual general meeting on Thursday 9 June 2022.
Adoption of financial statements, appropriation of the company’s profit or loss and discharge from liability
The meeting adopted the presented profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet.
In accordance with the proposal of the board of directors, the meeting resolved to not pay any dividend for the financial year 2021.
The meeting further resolved to grant discharge from liability of the members of the board of directors, the CEO and the deputy CEO for the financial year 2021.
Election of members of the board of directors, chairman of the board of directors and auditors
The meeting resolved, in accordance with the nomination committee’s proposal, that the board of directors shall consist of six members elected by the meeting with no deputy members and resolved to re-elect Erik Fröberg, Renée Robinson Strömberg, Johan Stuart, Björn Zethraeus and Bridget Cosgrave and to elect Hudson Smith. Erik Fröberg was re-elected as chairman of the board of directors.
Deloitte AB was re-elected as auditor.
Remuneration to the board of directors and the auditors
The meeting resolved, in accordance with the nomination committee’s proposal, on an annual remuneration of SEK 700,000 to each of the members of the board of directors who are not employed by the company and of SEK 1,500,000 to the chairman of the board of directors. Furthermore, it was resolved on an annual remuneration of SEK 100,000 to each of the members of the audit committee, of SEK 250,000 to the chairman of the audit committee, of SEK 50,000 to each of the members of the remuneration committee and of SEK 100,000 to the chairman of the remuneration committee. In addition, it was resolved that remuneration to the auditor is paid in accordance with approved invoices.
The principles for the nomination committee and instructions for the nomination committee
The meeting resolved on the principles for the nomination committee and instructions for the nomination committee in accordance with the nomination committee’s proposal.
Guidelines for compensation to senior executives
The meeting resolved on guidelines for compensation to senior executives proposed by the board of directors.
Approval of the remuneration report
The meeting resolved to approve the board of directors’ remuneration report.
Authorization for the board of directors to resolve on new issues of shares
The meeting resolved, in accordance with the board of directors’ proposal, to authorize the board of directors, on one or several occasions, until the next annual general meeting, to resolve on issues of new shares, and that such new issue can be performed with deviation from the shareholders’ preferential rights. The board of directors is entitled to resolve on share issues causing an increase of the company's share capital of at most ten percent of the company's registered share capital at the time the board of directors first utilizes the authorization.
The reason for the authorization and the reason for the possible deviation from the shareholders’ preferential rights is to enable capital raisings for the acquisition of companies, or parts of companies, and for the operations of the company.
Resolution on amendment to the articles of association
The meeting resolved, in accordance with the board of directors’ proposal, on amendment to the company’s articles of association in order to, among other things, to enable the collection of powers of attorney and to enable postal voting at general meetings.
Resolution on incentive program 2022 and issue of warrants and employee stock options
The annual general meeting resolved, in accordance with the board of directors’ proposal, to implement a long term incentive program for senior executives, key persons and employees within the Sinch group (“LTI 2022”).
LTI 2022 comprises three series of warrants and two series of employee stock options (with warrants as hedge). Upon exercise of all warrants/employee stock options issued within the frame of LTI 2022, up to 25,000,000 shares may be issued, equivalent to a maximum dilution of approximately 2.9 per cent of the shares and votes of the company. Upon full exercise of the warrants, the company’s share capital will increase with SEK 250,000.
The calculations above have been based on the number of shares and votes in the company as of the date of the notice.
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Sinch’s leading cloud communications platform lets businesses reach everyone on the planet, in seconds or less, through mobile messaging, email, voice and video. More than 150,000 businesses, including many of the world’s largest companies and mobile operators, use Sinch’s advanced technology platform to engage with their customers. Sinch has been profitable and fast-growing since its foundation in 2008. It is headquartered in Stockholm, Sweden, and has local presence in more than 60 countries. Shares are traded at NASDAQ Stockholm: XSTO:SINCH. Visit us at sinch.com.
This information was submitted for publication through the agency of the contact person set out above, at 13:00 CEST on June 9, 2022.