Resolutions from the 2023 Annual General Meeting in Sinch AB (publ)

Sinch held its annual general meeting on Wednesday 17 May 2023.

Adoption of the profit and loss statement and balance sheet, 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 2022.

The meeting further resolved to grant discharge from liability of the members of the board of directors, the former CEO, the former interim CEO and the deputy CEO for the financial year 2022.

Election of members of the board of directors, chairman of the board of directors and auditors

The meeting resolved, in accordance with the proposal of the nomination committee, 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, Bridget Cosgrave and Hudson Smith, and to re-elect Erik Fröberg as chairman of the board of directors.

The registered accounting company Deloitte AB was, in accordance with the proposal of the nomination committee, re-elected as auditor.

Remuneration to the board of directors and the auditors

The meeting resolved, in accordance with the proposal of the nomination committee, 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 shall be paid in accordance with approved invoices.

The principles for the work of the nomination committee and instructions for the nomination committee

The meeting resolved on the principles for the work of the nomination committee and instructions for the nomination committee in accordance with the proposal of the nomination committee.

Guidelines for compensation to senior executives

The meeting resolved on guidelines for compensation to senior executives in accordance with the proposal of 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 incentive program 2023 and issue of warrants and employee stock options

The meeting resolved, in accordance with the board of directors’ proposal, to implement a long term incentive program for senior executives, key personnel and other employees within the Sinch group (“LTI 2023”).

LTI 2023 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 2023, up to 8,385,000 shares may be issued, equivalent to a maximum dilution of approximately 0.99 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 83,850.

For additional information, please contact:

Ola Elmeland
Investor Relations Director
Mobile: +46 721 43 34 59
E-mail: investors@sinch.com

About Sinch
Sinch powers meaningful conversations between businesses and their customers through its Customer Communications Cloud. More than 150,000 businesses – including many of the world’s largest tech companies – rely on Sinch and its global super network, which is the most secure and reliable network for messaging, voice and email. Sinch has been profitable and fast-growing since it was founded in 2008. It is headquartered in Stockholm, Sweden, with shares traded at NASDAQ Stockholm: XSTO:SINCH. Learn more at sinch.com. Learn more at sinch.com.