The board of directors of Cint Group AB (publ) recommends the shareholders of the company to accept the increased public cash offer from TriCarbs BidCo AB.

Background

Today on 30 June 2026, TriCarbs BidCo AB (the “Bidder”) increased the consideration in the public offer (the “Offer”) to the shareholders in Cint Group AB (publ) (“Cint” or the “Company”) to SEK 6.00 in cash per share and extended the acceptance period until 14 July 2026 (the “Increased Offer”). The Bidder also announced that it, together with the undertakings from Patrick Comer and Brett Schnittlich which the Bidder announced on 2 June 2026, has obtained undertakings to accept the Increased Offer from shareholders who in aggregate control shares representing 45.3 per cent of all shares in Cint (see “Summary of the Increased Offer” below).

The board of directors of Cint recommended the shareholders to accept the Offer through a statement that was published by Cint on 27 April 2026 and is, pursuant to its obligations under Rule II.19 of Nasdaq Stockholm’s takeover rules (the “takeover rules”), announcing its opinion regarding the Increased Offer through this statement.[1]

The board of directors has engaged DNB Carnegie Investment Bank AB (publ) as financial adviser and Gernandt & Danielsson Advokatbyrå KB as legal adviser in relation to the Increased Offer and this statement.

Summary of the Increased Offer

The Bidder offers SEK 6.00 in cash for each share in Cint, representing a 7.1 per cent increase of the consideration.

The Increased Offer values all 355,113,345 outstanding shares in the Company at SEK 2,131 million.

The consideration in the Increased Offer represents a premium of:

• 42.5 per cent compared to the closing price of Cint’s shares on Nasdaq Stockholm of SEK 4.21 on 24 April 2026 (which was the last day of trading prior to the announcement of the Offer);
• 51.1 per cent compared to the volume-weighted average trading price of Cint’s shares on Nasdaq Stockholm of SEK 3.97 during the last 30 trading days prior to the announcement of the Offer;
• 76.4 per cent compared to the volume-weighted average trading price of Cint’s shares on Nasdaq Stockholm of SEK 3.40 during the last 60 trading days prior to the announcement of the Offer; and
• 84.3 per cent compared to the volume-weighted average trading price of Cint’s shares on Nasdaq Stockholm of SEK 3.26 during the last 90 trading days prior to the announcement of the Offer.

The following shareholders, who in aggregate control shares representing 45.3 per cent of all shares in Cint, have undertaken to accept the Increased Offer:

• Patrick Comer, owning or controlling, directly or through closely related parties, 12,578,895 shares, corresponding to 3.5 per cent of all shares in Cint;[2]
• Brett Schnittlich, owning or controlling 3,102,004 shares, corresponding to 0.9 per cent of all shares in Cint;[2]
• DNB Asset Management AS, holding 52,162,007 shares, corresponding to 14.7 per cent of all shares in Cint;
• Fjärde AP-fonden, controlling 21,354,605 shares, corresponding to 6.0 per cent of all shares in Cint;
• Janus Henderson Investors UK Limited, controlling 27,188,126 shares, corresponding to 7.7 per cent of all shares in Cint;
• Samson Rock Capital, controlling 20,557,050 shares, corresponding to 5.8 per cent of all shares in Cint;
• Protean Funds Scandinavian AB, controlling 16,596,135 shares, corresponding to 4.7 per cent of all shares in Cint; and
• Erik Hallert, controlling 7,295,747 shares, corresponding to 2.1 per cent of all shares in Cint.

The undertakings remain valid regardless of whether another party announces an offer to acquire shares in Cint on terms more favourable to the shareholders of Cint than the terms of the Increased Offer.

Accordingly, a total of 74.9 per cent of all shares in the Company are either already controlled by the Bidder (through Bolero Holdings SARL) or covered by irrevocable undertakings to accept the Increased Offer.

The Bidder has extended the acceptance period until 14 July 2026.

In other respects, the Offer continues to apply on unchanged terms and conditions for the shareholders of Cint.

Shareholders who have tendered their shares at SEK 5.60 in cash per share will automatically benefit from the increased price of SEK 6.00 in cash per share without taking any further action.

The board of directors' recommendation on the Increased Offer

As the changes to the terms and conditions only involve an increase of the consideration to SEK 6.00 per share and an extension of the acceptance period, and the board of directors unanimously recommended the shareholders of Cint to accept the initial Offer on 27 April 2026, the board of directors has resolved to recommend the shareholders to accept the Increased Offer.

A presentation of the board of directors’ evaluation of the Offer and its initial recommendation to the shareholders is set out in the board of directors’ statement of 27 April 2026, which is available at the Company’s website, https://investors.cint.com. At the Company’s website, shareholders can also find the fairness opinion of KPMG AB dated 26 April 2026, according to which the Offer of SEK 5.60 in cash per share in Cint was fair from a financial perspective for the shareholders of the Company (subject to the assumptions and considerations set out in the fairness opinion).

Governing law and disputes

This statement shall be governed by and interpreted in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

* * *

30 June 2026
Cint Group AB (publ)
The board of directors

[1] This statement regarding the Increased Offer is made by the board members Anna Belfrage, Donna L. Depasquale, Mark Simon, Carl Sparks and Susanne Ekblom. Brett Schnittlich has undertaken to accept the Increased Offer. Consequently, Brett Schnittlich has a conflict of interest pursuant to Rule II.18 of the takeover rules and he has not participated in the board of directors’ handling of, or decision regarding, this statement regarding the Increased Offer.
[2] The Bidder announced that Patrick Comer and Brett Schnittlich had entered into irrevocable acceptance undertakings to accept the Offer on 2 June 2026.

For more information please contact:
Anna Belfrage, Chair of the Board of Directors
Tel: +46 708 252630
Email: ir@cint.com

About Cint
Cint is a global leader in research and measurement technology connecting brands, researchers, academics, or anyone with a question, to a network of over 800 suppliers representing millions of engaged respondents in 130+ countries. The Cint Exchange empowers users to gather insights at scale to build business strategies, develop research-enabled solutions, publish credible research, and more. Lucid Measurement by Cint, our advanced set of media measurement solutions, gives advertisers, media owners, and agencies the tools to measure the effectiveness and brand lift of cross-channel advertising campaigns in real time to optimize media performance while campaigns are live. Both products leverage Cint’s global network of suppliers including panel providers, mobile apps, loyalty programs, and other online communities. These companies use our audience monetization tools to monetize their communities by matching them to survey opportunities.

At Cint, we’re feeding the world’s curiosity.

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

Attachments
Statement by the board of directors of Cint in relation to the increased public cash offer from TriCarbs BidCo