Triton Fund 6, Bolero, Patrick Comer and Brett Schnittlich, through TriCarbs BidCo AB announce a recommended public cash offer of SEK 5.60 per share to the shareholders of Cint

The Offer is not being made, and this press release may not be distributed, directly or indirectly in or into, nor will any tender of shares be accepted from or on behalf of holders in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland, South Africa or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law (including the Takeover-rules). Shareholders in the United States should also refer to the section titled "Special notice to the shareholders in the United States" at the end of this press release.

Triton Fund 6[1], Bolero[2], Patrick Comer and Brett Schnittlich (together, the "Consortium"), through TriCarbs BidCo AB[3] ("TriCarbs BidCo"), announce a recommended public offer to acquire all shares in Cint Group AB (publ) ("Cint" or the "Company") for SEK 5.60 in cash per share (the "Offer"). The Consortium members consist of Triton Fund 6, an investor with extensive experience in supporting companies through operational and strategic development, Bolero, the Company’s largest shareholder, and Patrick Comer, CEO of Cint and Brett Schnittlich, COO of Cint, who founded Lucid, a global research technology company acquired by Cint in 2021 (the "Founders of Lucid"). The shares in Cint are listed on Nasdaq Stockholm, Mid Cap.

Summary of the Offer

• The shareholders of Cint are offered SEK 5.60 in cash per share (the "Offer Price").
• The Offer values all shares in Cint at approximately SEK 1,989 million.[4] The total value of the Offer, based on the 234,273,966 shares in Cint which are not directly or indirectly owned or controlled by members of the Consortium, or held in treasury by Cint, amounts to approximately SEK 1,312 million.
• The board of directors of Cint unanimously recommends the shareholders of Cint to accept the Offer. The recommendation is supported by a fairness opinion provided by KPMG AB.
• The Offer Price corresponds to:
  • approximately 33.0 per cent compared to the closing share price of SEK 4.21 on 24 April 2026 (the last day of trading prior to this announcement of the Offer);
  • approximately 41.0 per cent compared to the volume-weighted average trading price of SEK 3.97 during the last 30 trading days prior to the announcement of the Offer;
  • approximately 64.6 per cent compared to the volume-weighted average trading price of SEK 3.40 during the last 60 trading days prior to the announcement of the Offer; and
  • approximately 72.0 per cent compared to the volume-weighted average trading price of SEK 3.26 during the last 90 trading days prior to the announcement of the Offer.
• As of the date of this press release Bolero, Patrick Comer and Brett Schnittlich, own or control, in aggregate 120,839,379 shares in Cint, corresponding to approximately 34.0 per cent of the share capital and votes in Cint.[5] Bolero, Patrick Comer and Brett Schnittlich will, upon completion of the Offer, contribute their respective shares in Cint to TriCarbs BidCo.
• All members of the Consortium will contribute cash financing for the purposes of the Offer.
• As part of the formation of the Consortium, each of Triton Fund 6, Bolero, Patrick Comer and Brett Schnittlich have agreed to co-operate on an exclusive basis and they may not initiate, negotiate or pursue any similar transaction to the Offer other than as part of the Consortium.
• Completion of the Offer is conditional upon the Offer being accepted to such extent that TriCarbs BidCo becomes the owner of more than 90 per cent of the shares in Cint (on a fully diluted basis) as well as conditions 2 – 7 set out under the section "Conditions for completion of the Offer" below.
• An offer document regarding the Offer is expected to be made public on or around 13 May 2026. The acceptance period is expected to commence on or around 14 May 2026 and end on or around 12 June 2026. TriCarbs BidCo reserves the right to shorten and/or extend the acceptance period.

Thomas Hofvenstam, Fund Managing Partner, Co-Head of Triton Mid-Market at Triton Partners, comments:

“We have followed Cint and the broader market for data-driven insights for some time and see clear potential in the Company and its platform. The market is undergoing a significant transition, requiring Cint to further increase the pace of both innovation and development to fully realize its long-term potential. We strongly believe in Cint and its position in the value chain, and believe the Consortium have the right experience, expertise and financial capacity to support Cint. The next phase of Cint's journey will require bold decisions, an accelerated pace of execution as well as considerable continuous investments which together will entail both financial and operational risk. This is best carried out in a private setting, with the flexibility to focus on long-term value creation. The Offer provides shareholders with an opportunity to realise immediate, certain value at an attractive premium, offering liquidity in a share with limited trading activity while also allowing shareholders to reduce or eliminate their exposure to Cint’s future challenges.”

Robert Zipp, Director at Bolero, comments:

“As a long-term owner we have continuously evaluated the Company's position, as well as the opportunities and requirements for the next phase. Realising the Company's full potential will require a pace and scale of investment, and a degree of operational focus, that is best supported outside of a public market environment. We believe the Consortium is well placed to provide the financial capacity, long-term perspective, and strategic support that Cint's continued development requires.”

Patrick Comer, Chief Executive Officer of Cint and founder of Lucid, comments:

“For Cint to reach its full potential, it will require accelerated investment in three key areas: AI, the outcomes measurement product, and continued platform development. AI is reshaping how research is bought and delivered, creating both new opportunities and potential risks that we need to address. We are progressing well with our new platform capabilities, but there is still important work and migration related challenges ahead, particularly with our largest and most complex customers. Delivering this agenda at an accelerated pace will require significant investments and a frontloading of such investments which is better managed in a private setting with a long-term perspective. Brett and I are convinced this is the right path for Cint, and I am committed to leading it.”

Background and reasons for the Offer

Cint has pioneered the world of research technology and digital insights, and is one of the world's largest research technology platforms, founded in 1998, with over 290 million respondents across more than 130 countries.

The data-driven insights market is undergoing a fundamental shift towards greater automation and AI-enabled workflows, which together increase the need for scale, advanced analytics and speed. This increases the demand for high-quality human data and sophisticated response validation. Players unable to innovate, maintain pace of development, and ensure data quality will face structural pressure and risk disruption.

The Consortium views Cint as a platform with a well-defined strategy, strong potential, and a strong position in the value chain. Cint is at a critical juncture, entering a new phase as it completes the migration of its largest customers and begins the Lucid upgrade cycle. Accelerating strategy execution and the pace of product and feature development will be critical to remain competitive. This requires substantial investment in both technology and commercial capabilities, carrying meaningful execution risk and pressure on margins and cash generation in the near term.

Given this critical juncture, changing market dynamics and the substantial increase in investment needs, executing the necessary changes entails significant operational, execution and financial risk. The Consortium believes these efforts would be better supported in a private setting, where Cint can access the necessary expertise and financial flexibility to accelerate the execution of its strategy.

The Consortium is convinced that a private ownership provides the optimal environment for Cint, offering strategic focus, long-term perspective, and the investment flexibility required to execute the next phase of the Company’s strategy, without the constraints of short-term market expectations and volatility.

Following independent investment assessments conducted separately by Triton Fund 6, Bolero and the Founders of Lucid, each party concluded that a private ownership structure would best support Cint's next phase. This shared view led to the formation of a consortium, which subsequently undertook a structured process with Cint's board.

The Consortium provides a strong foundation to support Cint on its journey ahead. It combines Triton Partners' extensive sector experience, informed in part by the Triton funds' prior investment in Norstat, as well as its proven approach to supporting companies facing operational and structural challenges, with Bolero’s long-term ownership and the financial commitment of all consortium members, each of whom will contribute additional capital. The Founders of Lucid further contribute significant operational expertise, continuity, and a deep understanding of the business.

TriCarbs BidCo's plans for Cint's future business and general strategy do not currently include any material changes to Cint's operational sites or its management and employees, including their terms of employment. Furthermore, TriCarbs BidCo has no employees, and the Offer will therefore not entail any changes to TriCarbs BidCo's management, employees or operational sites.

The Offer Price

TriCarbs BidCo offers SEK 5.60 in cash per share in Cint.

The Offer Price corresponds to:[6]

• • approximately 33.0 per cent compared to the closing share price of SEK 4.21 on 24 April 2026 (the last day of trading prior to this announcement of the Offer);
  • approximately 41.0 per cent compared to the volume-weighted average trading price of SEK 3.97 during the last 30 trading days prior to the announcement of the Offer;
  • approximately 64.6 per cent compared to the volume-weighted average trading price of SEK 3.40 during the last 60 trading days prior to the announcement of the Offer; and
  • approximately 72.0 per cent compared to the volume-weighted average trading price of SEK 3.26 during the last 90 trading days prior to the announcement of the Offer.

Cint holds 35,072 treasury shares.

The board of directors of Cint has proposed to the annual general meeting that will be held on 29 April 2026 that all 35,072 treasury shares shall be cancelled.

In the event that Cint pays dividends or makes any other value transfer to the shareholders of Cint, for which the record date occurs before settlement of the Offer, the Offer Price will be reduced accordingly.

Total value of the Offer

The total value of the Offer amounts to approximately SEK 1,312 million, based on a total of 234,273,966 shares in Cint not directly or indirectly owned or controlled by the members of the Consortium, or held in treasury by Cint. The Offer values Cint at approximately SEK 1,989 million, based on all 355,113,345 outstanding shares in Cint.[7]

No commission will be charged in connection with settlement of the Offer.

The Offer does not include any rights which participants in Cint's incentive programmes may have (those rights are not financial instruments). TriCarbs BidCo will however strive to ensure that such participants are given fair treatment in connection with the Offer, considering the terms and conditions of the respective programmes. Nor does the Offer include any warrants held by Cint or any of its subsidiaries for the purposes of hedging its obligations under the aforementioned programmes.

Recommendation from the board of directors of Cint and fairness opinion

The board of directors of Cint unanimously recommends that the shareholders of Cint accept the Offer. The board of directors of Cint has informed TriCarbs BidCo that it has obtained a fairness opinion from KPMG AB, according to which the Offer is fair for Cint's shareholders from a financial perspective.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that TriCarbs BidCo becomes the owner of more than 90 per cent of the shares in Cint (on a fully diluted basis),

2. with respect to the Offer and the completion of the acquisition of Cint, the receipt of all necessary permits, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms that, in TriCarbs BidCo's opinion, are acceptable,

3. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Cint's financial position, prospects or operations, including Cint's sales, results, liquidity, equity ratio, equity or assets,

4. neither the Offer nor the acquisition of Cint being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance,

5. Cint not taking any action that is intended to impair the prerequisites for making or completing the Offer,

6. no information made public by Cint, or disclosed by Cint to TriCarbs BidCo, being inaccurate, incomplete or misleading, and Cint having made public all information which should have been made public by Cint, and

7. no other party announcing an offer to acquire shares in Cint on terms that are more favourable to the shareholders of Cint than the terms of the Offer.

TriCarbs BidCo reserves the right to withdraw the Offer in the event it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to the conditions set out in items 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance for TriCarbs BidCo's acquisition of Cint or if otherwise approved by the Swedish Securities Council.

TriCarbs BidCo reserves the right to waive, in whole or in part, one or more of the conditions above and, with respect to condition 1 above, to complete the Offer at a lower acceptance level.

Financing

The Offer is not subject to any financing conditions.

The cash consideration payable in respect of the Offer is financed in full by funds available to TriCarbs BidCo by way of equity commitment letters issued by Triton Fund 6 and Bolero. All members of the Consortium have, however, undertaken to contribute cash financing for the purposes of the Offer at completion of the Offer.

Review of information in connection with the Offer

The Consortium has, in connection with the preparation of the Offer, conducted a limited confirmatory due diligence review of certain business, financial and legal information relating to Cint. Cint has advised the Consortium that, other than a draft of Cint's interim report for the first quarter (January – March) of 2026, the Consortium has not received any inside information in connection with the due diligence review. Cint has confirmed to the Consortium that Cint will publish its interim report for the first quarter of 2026 in connection with the publication of the board of directors’ recommendation of the Offer.

Approvals from authorities

Completion of the Offer is conditional upon, among other things, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms that, in TriCarbs BidCo's opinion, are acceptable. However, it is TriCarbs BidCo's assessment that the transaction does not require any approvals from authorities.

Cint in brief

Cint is a global provider of research and measurement technology connecting brands, researchers and other organisations with a worldwide network of engaged respondents across more than 130 countries.

Through its technology platforms, including the Cint Exchange and Lucid Measurement by Cint, the Company supports large‑scale insight generation and media effectiveness measurement using a broad ecosystem of data and audience suppliers.

Cint Group AB (publ), listed on Nasdaq Stockholm Mid Cap (STO: CINT), has a global workforce of over 700 employees. Cint has offices in Stockholm, London, New York, New Orleans, Singapore, Gurgaon, and Sydney, among other locations.

Information on the Consortium and TriCarbs BidCo

The Consortium consists of Triton Fund 6, Bolero, Patrick Comer and Brett Schnittlich. Further, TriCarbs BidCo, company registration number 559581-3097, is a Swedish limited liability company with its registered office in Stockholm and address at c/o Triton Nordic Sub-Advisory Group AB, Kungsträdgårdsgatan 20 7tr, 111 47 Stockholm. TriCarbs BidCo is currently (indirectly) owned by Triton Fund 6 and will, at completion of the Offer, become co-owned by all members of the Consortium.

As part of the formation of the Consortium, each of Triton Fund 6, Bolero, Patrick Comer and Brett Schnittlich has agreed to co-operate on an exclusive basis and they may not initiate, negotiate or pursue any similar transaction to the Offer other than as part of the Consortium.

Bolero, Patrick Comer and Brett Schnittlich will, upon completion of the Offer, contribute all their shares in Cint to TriCarbs BidCo (in respect of the latter two, through a joint holding entity of which Patrick Comer and Brett Schnittlich will be the sole owners). Furthermore, all members of the Consortium will contribute cash financing for the purposes of the Offer.

Triton Fund 6

Founded in 1997 and owned by its partners, Triton Partners is a leading European mid-market sector-specialist investor. Triton Partners focuses on investing in businesses that provide mission critical goods and services in its three core sectors of Business Services, Industrial Tech, and Healthcare.

Triton Fund 6 comprises (i) Triton Fund 6 SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B269496, (ii) Triton Fund 6 F&F SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B275112, (iii) Triton Fund 6 F&F No.2 SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B288613, and (iv) Triton Fund 6 F&F No.3 SCSp, a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B301492.

Bolero

Bolero Holdings SARL is a private limited liability company (société à responsabilité limitée), incorporated and organised by the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under number B224667, whose registered office is at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg.

The Founders of Lucid

Since 2024, Patrick Comer has served as Chief Executive Officer of Cint and Brett Schnittlich as Chief Operating Officer of Cint. They have extensive experience from the research technology industry, including founding and developing Lucid into a leading global platform.

In 2021, Lucid was acquired by Cint, whereupon Patrick Comer became chairman of the board of directors of Cint. Patrick Comer and Brett Schnittlich have played a central role in the integration of Lucid into Cint and in the continued development of the Company’s platform, product offering and strategy. Their combined experience provides a deep understanding of the Company’s technology, operations and market positioning, as well as continuity in the execution of its strategic priorities.

TriCarbs BidCo

TriCarbs BidCo (company registration number 559581-3097) is a Swedish private limited liability company that currently is owned (indirectly) by Triton Fund 6 and will, at completion of the Offer, become co-owned by all members of the Consortium. TriCarbs BidCo was incorporated on 1 April 2026 and registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 14 April 2026. TriCarbs BidCo was incorporated for the purpose of making the Offer and has never conducted any business. TriCarbs BidCo has its registered office in Stockholm and its address at c/o Triton Nordic Sub-Advisory Group AB, Kungsträdgårdsgatan 20 7tr, 111 47 Stockholm.

The Consortium's and TriCarbs BidCo's shareholding in Cint

Bolero, Patrick Comer and Brett Schnittlich already own or control, in aggregate, 120,839,379 shares corresponding to approximately 34.0 per cent of the shares and votes in Cint. Specifically, Bolero holds 105,158,480 shares, corresponding to approximately 29.6 per cent of the shares and votes in Cint, Patrick Comer owns or controls, directly or through closely related parties, 12,578,895 shares, corresponding to approximately 3.5 per cent of the shares and votes in Cint, and Brett Schnittlich owns or controls 3,102,004 shares, corresponding to approximately 0.9 per cent of the shares and votes in Cint. Bolero, Patrick Comer and Brett Schnittlich, including their closely related parties where relevant, will contribute all their shares in Cint to TriCarbs BidCo at completion of the Offer.[8]

Apart from the above, neither TriCarbs BidCo nor any of the members of the Consortium, nor any closely related parties to them, owns or controls any shares in Cint or financial instruments that provide a financial exposure equivalent to a shareholding in Cint at the time of this announcement. Nor has TriCarbs BidCo, any of the members of the Consortium or any closely related parties to them acquired or agreed to acquire any shares in Cint or any other financial instruments that provide a financial exposure equivalent to a shareholding in Cint at a price exceeding the Offer Price during the six months preceding the announcement of the Offer.

To the extent permitted by applicable laws and regulations, TriCarbs BidCo and the members of the Consortium may acquire, or enter into arrangements to acquire, shares in Cint outside the Offer at a price per share not exceeding the Offer Price. Any such acquisitions or arrangements will be carried out in accordance with Swedish law and Nasdaq Stockholm's Takeover Rules and will be made public in accordance with applicable rules.

A shareholder who wishes to accept the Offer but does not want to await payment of the consideration may seek to sell their shares in the market.

Conflicts of interest

Patrick Comer is a member of the Consortium and as the Chief Executive Officer of Cint has a conflict of interest pursuant to Rule II.18 of Nasdaq Stockholm's Takeover Rules. Furthermore, Brett Schnittlich is a member of the Consortium and is the Chief Operating Officer of Cint and has a conflict of interest in relation to the Offer.[9]

For this reason, Patrick Comer and Brett Schnittlich have not participated, and will not participate, in Cint’s handling of matters regarding the Offer.

As Patrick Comer is a member of the Consortium and the Chief Executive Officer of Cint, Section III of Nasdaq Stockholm’s Takeover Rules is applicable to the Offer. Accordingly, the acceptance period of the Offer must be at least four weeks, and Cint must obtain, and no later than two weeks prior to the expiry of the acceptance period publish, a fairness opinion regarding the Offer from an independent expert. The acceptance period of the Offer will exceed four weeks (see “Preliminary timetable” below), and the board of directors of Cint has already obtained a fairness opinion from KPMG AB, according to which the Offer is fair for Cint’s shareholders from a financial perspective, to support its recommendation to the shareholders to accept the Offer (see “Recommendation from the board of directors of Cint and fairness opinion” above).

Preliminary timetable[10]

TriCarbs BidCo reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date.

Compulsory redemption and delisting of Cint

In the event that TriCarbs BidCo (whether in connection with the Offer or otherwise) becomes the owner of more than 90 per cent of the shares in Cint on a fully diluted basis, TriCarbs BidCo intends to commence a compulsory redemption procedure in respect of the remaining shares in Cint, in accordance with the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)). In connection thereto, TriCarbs BidCo intends to promote a delisting of the shares in Cint from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as any agreements entered into between TriCarbs BidCo and the shareholders of Cint as a result of the Offer, shall be governed by and construed in accordance with the laws of Sweden. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the Stockholm District Court shall be the court of first instance.

Nasdaq Stockholm's Takeover Rules, and the Swedish Securities Council’s rulings regarding the interpretation and application of Nasdaq Stockholm's Takeover Rules, apply in relation to the Offer. TriCarbs BidCo has undertaken towards Nasdaq Stockholm AB to comply with Nasdaq Stockholm's Takeover Rules and submit to any sanctions that can be imposed on TriCarbs BidCo by Nasdaq Stockholm in the event of a breach of Nasdaq Stockholm's Takeover Rules.

Advisers

TriCarbs BidCo and the Consortium have engaged SEB Corporate Finance as financial adviser, and Linklaters as legal adviser in connection with the Offer. Bolero has engaged Advokatfirman Vinge KB as legal adviser in connection with the Offer and Patrick Comer and Brett Schnittlich have engaged each of Goodwin Procter LLP and Advokatfirman Vinge KB as legal advisers in connection with the Offer.

This press release was submitted for publication on 27 April 2026 at 07:15 CEST.

Information about the Offer

Further information about the Offer is available on: www.data-driven-future.com.

For media enquiries, please contact:

Fredrik Hazén, Communications Professional, Triton

Tel: +46 709 483 810, email: hazen.au@triton-partners.com.

Administrative questions

For administrative questions regarding the Offer, please contact your bank or nominee where you have shares registered.

Important information

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish laws and regulations.

This press release and any related offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by TriCarbs BidCo. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the Internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa or by persons located or resident in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. Accordingly, this press release and any related offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa or to any Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person or any persons located or resident in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa.

Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being an Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person, not being located or participating in the Offer from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa and not acting on a nondiscretionary basis for a principal that is an Australian, Belarusian, Hong Kong, Indian, Japanese, Canadian, New Zealand, Russian, Singaporean, Swiss or South African person, or that is located in or giving order to participate in the Offer from Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. TriCarbs BidCo will not deliver any consideration relating to the Offer to Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Singapore, Switzerland or South Africa must not forward this press release or any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorised person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Regardless of the previous, TriCarbs BidCo reserves the right to approve that the Offer is accepted by persons not present or resident in Sweden if TriCarbs BidCo, in its sole discretion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.

To the extent permissible under applicable law or regulation, TriCarbs BidCo or its brokers may purchase, or conclude agreements to purchase, shares in Cint, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Cint. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Sweden.

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

Forward-looking information

Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "should", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of TriCarbs BidCo. Any such forward-looking statements speak only as of the date on which they were made and TriCarbs BidCo has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except in accordance with applicable laws and regulations.

Special notice to shareholders in the United States

The Offer described in this press release is made for the issued and outstanding shares of Cint, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. Holders of shares in Cint domiciled in the United States ("U.S. Shareholders") are advised that the shares of Cint are not listed on a U.S. securities exchange and that Cint is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

In the United States, the Offer is subject to the requirements of the U.S. Exchange Act, and the rules and regulations promulgated thereunder, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, in each case to the extent applicable, subject to the exemption provided under Rule 14e-1(d) under the U.S. Exchange Act (the "Tier II Exemption").

The Offer will otherwise be made in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waiver of conditions, which may be different from the requirements or customary practices in relation to U.S. domestic tender offers. As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions which differ from the settlement procedures customary in the United States, particularly as regards the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Shareholders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, including the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Shareholders and thus will not give rise to claims on the part of any other person. The U.S. Shareholders should consider that the Offer Price is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.

Cint’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Shareholders on the same terms and conditions as those made to all other shareholders of Cint to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Shareholders on a basis comparable to the method pursuant to which such documents are provided to Cint’s other shareholders.

It may be difficult for Cint’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Cint and TriCarbs BidCo are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. Cint’s shareholders may not be able to sue Cint or TriCarbs BidCo or their respective officers and directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Cint or TriCarbs BidCo and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

To the extent permissible under applicable law or regulations, TriCarbs BidCo and its affiliates or its brokers and its brokers’ affiliates (acting as agents for TriCarbs BidCo or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Cint outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such instruments. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required under applicable law or regulations, information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Shareholders of such information to the extent that such information is made public in Cint’s home jurisdiction. In addition, the financial advisor to TriCarbs BidCo may also engage in ordinary course trading activities in securities of Cint, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law.

The receipt of cash pursuant to the Offer by a U.S. Shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither TriCarbs BidCo nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.

U.S. Shareholders are encouraged to consult with their own advisors regarding the Offer.