Last checked at 26 Oct 2021 09:00
Resolutions from the Extraordinary General Meeting in Sinch AB (publ)Stockholm, Sweden – October 26, 2021 - Sinch AB (publ) (“Sinch” or the “Company”) held an extraordinary general meeting on Tuesday 26 October 2021.
Authorization for the board of directors to resolve on new issues of shares with payment in kind
The meeting resolved, in accordance with the board of directors’ proposal, to authorize the board of directors to, on one or several occasions, until the next annual general meeting, resolve on new issues of up to 51,000,000 shares with payment in kind. The right to subscribe to the new shares shall accrue to Deliver Parent L.P. and the other direct and indirect shareholders of Deliver Holdings LLC (which owns the PathWire group) and payment shall be made through the contribution of a receivable of USD 1 billion.
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, resolve on new issues of shares to be paid in cash, in kind or by way of set-off or otherwise on terms and conditions and that such new issue can be performed with deviation from the shareholders’ preferential rights. The issues are to be performed on market conditions, taking into account any discount on market terms. 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. The board of directors is authorized to resolve on share issues causing an increase of the company’s share capital of at most 10 percent of the company’s registered share capital at the time the board of directors first utilizes the authorization.
Resolution regarding incentive program II 2021
The meeting resolved, in accordance with the board of directors’ proposal, to adopt an additional long term incentive program for senior executives and key employees within the Sinch group (“LTI II 2021”).
LTI II 2021 comprises one series of employee stock options (with warrants as a hedging arrangement). Upon exercise of all warrants and employee stock options issued within the frame of LTI II 2021, up to 3,210,000 shares (with reservation for any re-calculation) may be issued, equivalent to a maximum dilution of approximately 0.43 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 32,100. The calculations above have been based on the number of shares and votes in the company as of the date of this press release.
Other information
In order to prevent the spread of the coronavirus infection (COVID-19), the extraordinary general meeting was conducted via a vote-by-post procedure and thus without the physical presence of shareholders, proxies or external parties.
For further information, please contact
Thomas Heath Chief Strategy Officer & Head of Investor Relations Mobile: +46 722 45 50 55 E-mail: investors@sinch.com
Ola Elmeland Investor Relations Director Mobile: +46 721 43 34 59 E-mail: investors@sinch.com
About Sinch
Sinch brings businesses and people closer with tools enabling personal engagement. Its leading cloud communications platform lets businesses reach every mobile phone on the planet, in seconds or less, through mobile messaging, voice and video. Sinch is a trusted software provider to mobile operators, and its platform powers business-critical communications for many of the world’s largest companies. 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 40 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 10:00 CEST on October 26, 2021.
Attachment
20211026_Resolutions from EGM 2021 ENG