Notice of annual general meeting in Sinch AB (publ)

The shareholders of Sinch AB (publ), 556882-8908 (“Sinch” or the “Company”) are hereby summoned to the annual general meeting on Thursday, 21 May 2026 at 10:00 (CEST) at Sinch’s offices at Lindhagensgatan 112 in Stockholm, Sweden. Entry and registration begins at 9:30 (CEST).

The board of directors has, pursuant to Chapter 7, Section 4 a of the Swedish Companies Act (2005:551) and the Company’s articles of association, decided that shareholders shall have the right to exercise their voting rights by post prior to the annual general meeting. Accordingly, shareholders may choose to participate at the annual general meeting in person, by proxy or through postal voting.

Right to attend the annual general meeting

Shareholders who wish to attend the annual general meeting must:

Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register the shares in the shareholder’s own name in the share register kept by Euroclear Sweden AB in order to participate at the annual general meeting. As set out above, the nominee must have performed such registration with Euroclear Sweden AB by Friday, 15 May 2026. Therefore, the shareholder must contact its nominee well in advance of this date and re-register their shares in accordance with the nominee’s instructions.

Attendance in person or by proxy

Shareholders who wish to participate at the annual general meeting in person or by proxy shall notify the Company of their intent to participate not later than Friday, 15 May 2026. Notification of attendance can be made:

The notification is to include the shareholder’s full name, personal/corporate identification number, address, telephone number, and, if applicable, the number of accompanying advisors (not more than two) who are attending the annual general meeting.

Shareholders who do not wish to participate in person or exercise their voting rights by postal voting may exercise their voting rights at the annual general meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorization document for the legal entity must be enclosed.

Voting by post

Shareholders who wish to exercise their voting rights through postal voting shall use the postal voting form and follow the instructions that are available on the Company’s website (https://investors.sinch.com) and at the Company’s offices, Lindhagensgatan 112, SE-112 51, Stockholm, Sweden. Postal voting forms may be:

Postal voting forms shall be received by Computershare AB by Friday, 15 May 2026, at the latest. Shareholders are not allowed to include special instructions or conditions in the postal voting form. If special instructions or conditions are included in the postal voting form, such postal vote becomes invalid. Further information and conditions can be found in the postal voting form.

If the shareholder submits a postal vote by proxy, a written, signed and dated power of attorney shall be enclosed with the postal voting form. A proxy form is available upon request and on the Company’s website (https://investors.sinch.com). If the shareholder is a legal entity, a copy of the certificate of registration or an equivalent authorization document for the legal entity must be enclosed with the postal voting form.

Proposed agenda

1. Opening of the meeting

2. Appointment of chairman of the meeting

3. Election of one or two persons to verify the minutes

4. Preparation and approval of the voting list

5. Approval of the agenda

6. Determination that the meeting has been duly convened

7. Presentation of the annual report and the auditors’ report as well as the consolidated annual report and the auditors’ group report

8. Resolution on:

a) adoption of the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet;

b) appropriation of the Company’s profit or loss according to the adopted balance sheet; and

c) discharge from liability towards the Company of the members of the board of directors and the CEO (including the deputy CEO)

9. Resolution on the number of members of the board of directors and deputy members as well as auditors and deputy auditors

10. Resolution on remuneration to the board of directors and the auditors

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

12. Resolution on guidelines for compensation to senior executives

13. Resolution on approval of the remuneration report

14. Resolution on authorization for the board of directors to resolve on new issues of shares

15. Resolution on authorization for the board of directors to resolve on acquisitions of own shares

16. Resolution on implementation of a long-term incentive program 2026 (LTI 2026), as well as on entering into a share swap agreement with a third party

17. Resolution on:

(A) reduction of the share capital through cancellation of repurchased shares; and

(B) increase of the share capital through bonus issue without issue of new shares

18. Resolution on amendment of the articles of association

19. Closing of the meeting

Appointment of chairman of the meeting (item 2)

The Company’s nomination committee, consisting of Jonas Fredriksson (who represents Neqst D2 AB), Martin Nilsson (who represents the Fourth Swedish National Pension Fund), Monica Åsmyr (who represents Swedbank Robur Fonder), Mikael Wiberg (who represents Alecta Tjänstepension) and Erik Fröberg (chairman of the board of directors of the Company), proposes that the chairman of the board Erik Fröberg, or, in his absence, the person designated by a representative of the nomination committee, is appointed as chairman of the annual general meeting.

Election of one or two persons to verify the minutes (item 3)

The board of directors proposes Jonas Fredriksson, who represents Neqst D2 AB or, in his absence, the person designated by the board of directors, as, in addition to the chairman, the person to verify the minutes.

Resolution on appropriation of the Company’s profit or loss according to the adopted balance sheet (item 8 b)

The board of directors proposes that no dividend is paid for the financial year 2025.

Resolution on the number of members of the board of directors and deputy members as well as auditors and deputy auditors, remuneration to the board of directors and the auditors and election of members of the board of directors, chairman of the board of directors and auditors (items 9–11)

The nomination committee proposes that the board of directors shall consist of six members, elected by the general meeting, with no deputy members, for the period until the close of the next annual general meeting and that the Company, in accordance with the recommendations of the audit committee, shall have a registered accounting company as auditor with no deputy auditors for the period until the close of the next annual general meeting.

The nomination committee proposes that annual remuneration shall be paid with SEK 700,000 (700,000) to each of the members of the board of directors elected by a general meeting who are not employed by the Company and with SEK 1,500,000 (1,500,000) to the chairman of the board of directors.

The nomination committee proposes that annual remuneration shall be paid with SEK 175,000 (175,000) to each of the members of the audit committee and with SEK 350,000 (350,000) to the chairman of the audit committee.

The nomination committee proposes that annual remuneration shall be paid with SEK 85,000 (85,000) to each of the members in the remuneration committee and with SEK 175,000 (175,000) to the chairman of the remuneration committee.

The nomination committee proposes re-election of Erik Fröberg, Björn Zethraeus, Renée Robinson Strömberg, Mattias Stenberg, Lena Almefelt and Kristina Willgård as members of the board of directors for the period until the close of the next annual general meeting.

The nomination committee proposes that Erik Fröberg shall be re-elected as chairman of the board of directors for the period until the close of the next annual general meeting.

A presentation of the proposed board members (including the nomination committee’s evaluation on independence) is available on the Company’s website (https://investors.sinch.com).

The nomination committee proposes, in accordance with the recommendations of the audit committee, the re-election of the registered accounting company Deloitte AB as the Company’s auditor for the period until the close of the next annual general meeting and that remuneration to the auditor is paid in accordance with approved invoices.

Resolution on guidelines for compensation to senior executives (item 12)

The board of directors proposes no material changes to the guidelines for compensation to senior executives compared to the guidelines adopted at the 2025 annual general meeting. The board of directors’ complete proposal for guidelines for compensation to senior executives will be published on the Company’s website (https://investors.sinch.com) not later than three weeks before the annual general meeting.

Resolution on approval of the remuneration report (item 13)

The board of directors proposes that the annual general meeting resolves to approve the remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act. The remuneration report will be published on the Company’s website (https://investors.sinch.com) not later than three weeks prior to the annual general meeting.

Resolution on authorization for the board of directors to resolve on new issues of shares (item 14)

The board of directors proposes that the annual general meeting authorizes the board of directors to, 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 terms, 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 entitled to resolve on share issues causing an increase of the Company’s share capital of at most 10 per cent of the Company’s registered share capital at the time the board of directors first utilizes the authorization.

Resolution on authorization for the board of directors to resolve on acquisitions of own shares (item 15)

The board of directors proposes that the annual general meeting authorizes the board of directors to resolve on acquisitions of the Company’s own shares on the following terms and conditions:

1. Acquisitions of shares may be made on Nasdaq Stockholm or another regulated market.

2. The authorization may be exercised at one or several occasions before the next annual general meeting.

3. A maximum number of shares may be acquired so that the Company’s holding of own shares at any given time does not exceed ten (10) per cent of all shares in the Company.

4. Acquisitions of shares shall be made in accordance with the price limitations set out in the Nasdaq Nordic Main Market Rulebook for Issuers of Shares, which provides, among other things, that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on Nasdaq Stockholm. Acquisitions may not be made at a price lower than the lowest price at which an independent acquisition can be made.

The board of directors shall have the right to decide on other terms and conditions for acquisitions of own shares in accordance with the authorization.

The purpose of the authorization is to enable the board of directors to optimise and improve the capital structure of the Company, thereby creating additional shareholder value.

Resolution on implementation of a long-term incentive program 2026 (LTI 2026), as well as on entering into a share swap agreement with a third party (item 16)

Background and reasons

Since the Company’s IPO in 2015, the Company has implemented several share-related incentive programs, of which three programs, LTI 2016, LTI 2018 and LTI 2019 have reached full maturity with no more outstanding warrants or employee stock options.

The board of directors considers it to be in the best interest of Sinch and its shareholders to implement an additional long-term incentive program (“LTI 2026”) for senior executives, key personnel and other employees in the group, in accordance with this proposal. LTI 2026 is proposed to include up to 625 current and future senior executives, key personnel and other employees within the Sinch group.

The proposal has been based on the assessment of the board of directors that it is important, and in the interest of all shareholders, to create even greater participation in the group’s development for current and future senior executives, key personnel and employees of the group. The board of directors also considers it important to be able to attract talent over time, to encourage continued employment and to maintain a satisfactory employee retention level.

In order to maintain maximum flexibility, the board of directors proposes that the annual general meeting resolves:

Item (A) – Proposal on implementation of LTI 2026

LTI 2026 comprises a maximum of 7,717,000 employee stock options divided into two (2) Series.

Series 1 of LTI 2026 comprises a maximum of 6,017,000 employee stock options which may be granted to employees of the Sinch group outside Sweden. Series 2 of LTI 2026 comprises a maximum of 1,700,000 employee stock options which may be granted to employees of the Sinch group in Sweden.

Below is a description of the principal terms and conditions for each of the LTI 2026 Series 1 and 2.

Series 1 – Employee stock options to participants outside Sweden

Each employee stock option entitles the employee to acquire one (1) share in the Company in accordance with the following terms and conditions:

Series 1 Vesting cycle and Performance criteria

The vesting of the employee stock options in LTI 2026 Series 1 is dependent on the extent to which four performance criteria related to Gross Profit, Adjusted EBITDA, Reduction in greenhouse gas emissions, and measurement of Engagement Score (or similar) in Sinch (the “Series 1 Performance Criteria”, each a “Series 1 Performance Criterion”) are met. The Series 1 Performance Criterion relating to Gross Profit and Adjusted EBITDA are hereinafter referred to as the “Series 1 Financial KPI Performance Criterion”. The Series 1 Performance Criterion relating to Reduction in greenhouse gas emissions, and measurement of Engagement Score (or similar) are hereinafter referred to as the “Series 1 ESG Performance Criterion”. The Series 1 Financial KPI Performance Criterion will always be measured on a last twelve (12) month basis (LTM).

The Series 1 Financial KPI Performance Criterion will each be applicable to 40 per cent of the stock options that have reached the Series 1 Initial or Subsequent Vesting Date (as defined below). The Series 1 ESG Performance Criterion will each be applicable to ten (10) per cent of the stock options that have reached Series 1 Initial or Subsequent Vesting Date.

Series 1 Financial KPI Performance Criterion

Series 1 ESG Performance Criterion

Series 1 Performance Criterion

Gross Profit

Adjusted EBITDA

Reduction in greenhouse gas emissions

Engagement Score

Relative weight of Series 1 Performance Criterion

40%

10%

Stock options whose vesting is dependent on the extent to which the Series 1 Financial KPI Performance Criterion have been reached are hereinafter referred to as “Series 1 Financial KPI Performance Criterion Stock Options”. Stock options whose vesting is dependent on the extent to which the Series 1 ESG Performance Criterion have been reached are hereinafter referred to as “Series 1 ESG Performance Criterion Stock Options”.

Vesting

Provided that the holder’s employment within the Sinch group has not been terminated as of a vesting date, and whether and to what extent the Series 1 Performance Criteria have been fulfilled as of the applicable vesting date, the employee stock options will vest on (i) the first anniversary of the date of grant (the “Series 1 Initial Vesting Date”) with respect to 25 per cent of the total number of Series 1 Financial KPI Performance Criterion Stock Options and Series 1 ESG Performance Criterion Stock Options granted to a participant, and (ii) the last day of each of the following twelve (12) calendar quarters (each a “Series 1 Subsequent Vesting Date”), with respect to an additional 6.25 per cent per calendar quarter of the total number of Series 1 Financial KPI Performance Criterion Stock Options and Series 1 ESG Performance Criterion Stock Options granted to a participant. The total vesting period, after which all granted Series 1 stock options will have vested (as applicable), is approximately four (4) years from the date of grant, not considering the potential catch up vesting described below. The employee stock options become exercisable soon after each vesting date.

Series 1 Financial KPI Performance Criterion Stock Options

At the Series 1 Initial Vesting Date and the Subsequent Vesting Date, the Series 1 Financial KPI Performance Criterion Stock Options shall vest dependent on the extent to which the Series 1 Financial KPI Performance Criterion has increased over a twelve (12) month period. The change shall be measured as the relative change (year-over-year, FX-adjusted) in the Company’s Series 1 Financial KPI Performance Criterion for each quarter preceding the relevant Series 1 Initial or Subsequent Vesting Date compared to the same quarter in the previous year. Vesting for each period shall be linear between 0-10 per cent meaning that if an increase of a Series 1 Financial KPI Performance Criterion is zero (0), zero (0) per cent of the relevant Series 1 Financial KPI Performance Criterion Stock Options vest that quarter and if an increase of a Series 1 Financial KPI Performance Criterion is ten (10) per cent or more, 100 per cent of the relevant Series 1 Financial KPI Performance Criterion Stock Options vest that quarter.

Increase in Series 1 Financial KPI Performance Criterion over twelve (12) months*

Percentage of respective Series 1 Financial KPI Performance Criterion Stock Options that vest

Comment (measurement and calculation)

0% increase

0% vesting

No part of the relevant options vests when the increase is 0% compared to the previous year.

>0% but <10% increase

Linear vesting between 0–100%

Vesting occurs linearly in relation to the size of the increase. Example: An increase of 5% results in 50% of the relevant options vesting.

≥10% increase

100% vesting

With an increase of 10% or more compared to the previous year, full vesting of the relevant options occurs.

* For each Series 1 Initial Vesting Date and Series 1 Subsequent Vesting Date, the increase is measured as the relative change (year-over-year) in the Company’s Series 1 Financial KPI Performance Criterion for each quarter preceding the relevant vesting date, compared to the same quarter in the previous year.

Catch up of Series 1 Financial KPI Performance Criterion

If any of the Series 1 Financial KPI Performance Criterion has not been fulfilled, or has been partially fulfilled, on a given Subsequent Vesting Date but the Company’s Adjusted EBITDA (CAGR) and Gross Profit (CAGR) on a vesting date or Series 1 Catch Up Date (as defined below) is fulfilled and such fulfilment lead to a higher number of vested Series 1 Financial KPI Performance Criterion Stock Options than have already vested, the balance of unvested Series 1 Financial KPI Performance Criterion Stock Options shall vest (“Series 1 Catch Up Vesting”). The Company’s Adjusted EBITDA (CAGR) and Gross Profit (CAGR) shall for the purpose of calculating the Series 1 Catch Up Vesting be measured linear between 0-10 per cent, whereas 10 percent or greater is equal to 100 per cent Series 1 Catch Up Vesting, against the the quarter preceding the date of grant for each participant in LTI 2026, at every Series 1 Subsequent Vesting Date and at each quarter up until the date of the release of the quarterly report for the quarter prior to the last day of exercise (“Series 1 Catch Up Date”).

In the event of any corporate event or transaction involving the Company including, but not limited to, a merger, consolidation, separation, share split, reverse share split, spin-off, extraordinary dividend, mergers or acquisitions within the group, or any similar corporate event or transaction, the board of directors shall have the possibility to make reasonable adjustments to the Series 1 Financial KPI Performance Criterions.

Vesting of Series 1 ESG Performance Criterion Stock Options

The Series 1 ESG Performance Criterion Stock Options shall vest depending on the fulfilment of the criteria set forth in the table below. Example: Series 1 ESG Performance Criterion Stock Options granted in June 2026 will reach its Initial Vesting Date in June 2027. The latest available data for a full financial year at this time is data for 2026 and therefore the Performance Criteria in column FY26 shall be applied. One year later at a Subsequent Vesting Date in June 2028 the latest available data for a full financial year is 2027 and therefore the Performance Criteria in column FY27 shall be applied etc.

Series 1 Performance Criteria

Measurement Period

FY26

FY27

FY28

FY29

Reduction in greenhouse gas emissions* – 0% vesting if target is not reached, 100 % vesting if target is reached.

Target (100% vesting)

Minimum -6% annual reduction vs. 2023 baseline

Engagement Score – 0% vesting if target is not reached, 100 % vesting if target is reached.

Target (100% vesting)

2026 Engagement Score 68%

2027 Engagement Score minimum +2% from prior year

2028 Engagement Score minimum +2% from prior year

2029 Engagement Score minimum +2% from prior year

* This target aligns with Sinch’s Science Based Target and the pathway to reduce Scope 1 and 2 greenhouse gas emissions by 42% by 2030, compared to the 2023 baseline (established in accordance with the Science Based Target Initiative). This means an annual reduction of 6% of scope 1 and 2 emissions vs 2023 baseline calculated according to the following formula. Previous year CO2e = X. Current year CO2e = Y. X – Y = Annual reduction. Annual reduction / 2023 baseline, must be equal to or greater than 6 %.

Series 2 – Employee stock options to participants in Sweden

Each employee stock option entitles the employee to acquire one (1) share in the Company in accordance with the following terms and conditions:

Series 2 Vesting cycle and Performance criteria

The vesting of the employee stock options in LTI 2026 Series 2 is dependent on the extent to which four performance criteria related to Gross Profit, Adjusted EBITDA, Reduction in greenhouse gas emissions, and measurement of Engagement Score (or similar) in Sinch (the “Series 2 Performance Criteria”, each a “Series 2 Performance Criterion”) are met. The Series 2 Performance Criterion relating to Gross Profit and Adjusted EBITDA are hereinafter referred to as the “Series 2 Financial KPI Performance Criterion”. The Series 2 Performance Criterion relating to Reduction in greenhouse gas emissions, and measurement of Engagement Score (or similar) are hereinafter referred to as the “Series 2 ESG Performance Criterion”. The Series 2 Financial KPI Performance Criterion will always be measured on a last twelve (12) month basis (LTM).

The Series 2 Financial KPI Performance Criterion will each be applicable to 40 per cent of the stock options that have reached the Series 2 Initial or Subsequent Vesting Date (as defined below). The Series 2 ESG Performance Criterion will each be applicable to ten (10) per cent of the stock options that have reached the Series 2 Initial or Subsequent Vesting Date.

Series 2 Financial KPI Performance Criterion

Series 2 ESG Performance Criterion

Series 2 Performance Criterion

Gross Profit

Adjusted EBITDA

Reduction in greenhouse gas emissions

Engagement Score

Relative weight of Series 2 Performance Criterion

40%

10%

Stock options whose vesting is dependent on the extent to which the Series 2 Financial KPI Performance Criterion have been reached are hereinafter referred to as “Series 2 Financial KPI Performance Criterion Stock Options”. Stock options whose vesting is dependent on the extent to which the Series 2 ESG Performance Criterion have been reached are hereinafter referred to as “Series 2 ESG Performance Criterion Stock Options”.

Vesting

Provided that the holder’s employment within the Sinch group has not been terminated as of a vesting date, and whether and to what extent the Series 2 Performance Criteria have been fulfilled as of the applicable vesting date, the employee stock options will vest on (i) the third anniversary of the date of the grant (the “Series 2 Initial Vesting Date”) with respect to 50 per cent of the total number of Series 2 Financial KPI Performance Criterion Stock Options and Series 2 ESG Performance Criterion Stock Options granted to a participant, and (ii) the fourth anniversary of the date of the grant (the “Series 2 Subsequent Vesting Date”) with respect to 50 per cent of the total number of Series 2 Financial KPI Performance Criterion Stock Options and Series 2 ESG Performance Criterion Stock Options granted to a participant. The total vesting period, after which all granted stock options will have vested (as applicable), is approximately four (4) years from the date of grant, not considering the potential catch up vesting described below. The employee stock options become exercisable soon after each vesting date.

Series 2 Financial KPI Performance Criterion Stock Options

At the Series 2 Initial Vesting Date and the Subsequent Vesting Date, the Series 2 Financial KPI Performance Criterion Stock Options shall vest dependent on the extent to which the Series 2 Financial KPI Performance Criterion has increased over a twelve (12) month period. The change shall be measured as the relative change (year-over-year, FX-adjusted) in the Company’s Series 2 Financial KPI Performance Criterion for each quarter preceding the relevant Series 2 Initial and Subsequent Vesting Date compared to the same quarter in the previous year. Vesting for each measurement period shall be linear between 0-10 per cent meaning that if an increase of a Series 2 Financial KPI Performance Criterion is zero (0), zero (0) per cent of the relevant Series 2 Financial KPI Performance Criterion Stock Options vest that quarter and if an increase of a Series 2 Financial KPI Performance Criterion is ten (10) per cent or more, 100 per cent of the relevant Series 2 Financial KPI Performance Criterion Stock Options vest that quarter.

Increase in Series 2 Financial KPI Performance Criterion over twelve (12) months*

Percentage of respective Series 2 Financial KPI Performance Criterion Stock Options that vest

Comment (measurement and calculation)

0% increase

0% vesting

No part of the relevant options vests when the increase is 0% compared to the previous year.

>0% but <10% increase

Linear vesting between 0–100%

Vesting occurs linearly in relation to the size of the increase. Example: An increase of 5% results in 50% of the relevant options vesting.

≥10% increase

100% vesting

With an increase of 10% or more compared to the previous year, full vesting of the relevant options occurs.

*For each Series 2 Initial Vesting Date and Series 2 Subsequent Vesting Date, the increase is measured as the relative change (year-over-year) in the Company’s Series 2 Financial KPI Performance Criterion for each quarter preceding the relevant vesting date, compared to the same quarter in the previous year.

Catch-up of Series 2 Financial KPI Performance Criterion

If any of the Series 2 Financial KPI Performance Criterion has not been fulfilled, or has been partially fulfilled, on a given Subsequent Vesting Date but the Company’s Adjusted EBITDA (CAGR) and Gross Profit (CAGR) on a vesting date or Series 2 Catch Up Date (as defined below) is fulfilled and such fulfilment lead to a higher number of vested Series 2 Financial KPI Performance Criterion Stock Options than have already vested, the balance of unvested Series 2 Financial KPI Performance Criterion Stock Options shall vest (“Series 2 Catch Up Vesting”). The Company’s Adjusted EBITDA (CAGR) and Gross Profit (CAGR) shall for the purpose of calculating the Series 2 Catch Up Vesting be measured linear between 0-10 per cent, whereas 10 percent or greater is equal to 100 per cent Series 2 Catch Up Vesting, against the the quarter preceding the date of grant for each participant in LTI 2026, at every Series 2 Subsequent Vesting Date and at each quarter up until the date of the release of the quarterly report for the quarter prior to the last day of exercise (“Series 2 Catch Up Date”).

Vesting of Series 2 ESG Performance Criterion Stock Options

The Series 2 ESG Performance Criterion Stock Options shall vest depending on the fulfilment of the criteria set forth in the table below. Example: Series 2 ESG Performance Criterion Stock Options granted in June 2026 will reach its Initial Vesting Date in June 2029. The latest available data for a full financial year at this time is data for 2028 and therefore the Performance Criteria in column FY28 shall be applied. One year later at the Subsequent Vesting Date in June 2030 the latest available data for a full financial year is 2029 and therefore the Performance Criteria in column FY29 shall be applied.

Series 2 Performance Criteria

Measurement period

FY28

FY29

Reduction in greenhouse gas emissions* – 0% vesting if target is not reached, 100 % vesting if target is reached.

Target (100% vesting)

Minimum -6% annual reduction vs. 2023 baseline

Engagement Score – 0% vesting if target is not reached, 100 % vesting if target is reached.

Target (100% vesting)

2028 Engagement Score minimum +2% from prior year

2029 Engagement Score minimum +2% from prior year

Preparation and administration

The board of directors shall be responsible for the design, interpretation and management of stock options granted under LTI 2026 within the framework of the above-mentioned principal terms and conditions. The board of directors has the right to make reasonable changes and adjustments in detailed terms and conditions of the framework for stock options under LTI 2026 as deemed necessary or appropriate due to differences in local legislation or practices or for administrative purposes. For holders of stock options who are members of the group management, the board of directors is entitled to (i) accelerate vesting of stock options in the event of a change of control situation where the holder is dismissed from his or her employment in connection therewith and (ii) permit extended vesting and exercisability during the severance period, e.g. in good leaver situations. The board of directors also has the right to adjust detailed terms and conditions of stock options in the event of significant changes within the group or its operational environment that entail that the framework established for stock options under LTI 2026 is no longer reasonable or appropriate, provided that such changes are not more favourable to the participant than the terms and conditions set forth in this resolution proposal.

Recalculation due to split, consolidation, new share issue etc.

The exercise price and the number of shares that each stock option entitles to subscription of shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with customary re-calculation terms.

Allocation principles, etc.

The participants’ right to be granted employee stock options is differentiated between employees with reference to inter alia position, responsibility and working performance in the group. The participants have for this reason been divided into three (3) different categories:

Category A (not more than 25 persons): Members of the group management and selected key personnel

Category B (not more than 100 persons): Business unit management and key personnel

Category C (not more than 500 persons): Other personnel

The right to receive employee stock options of Series 1 shall be reserved for current and future employees of the Sinch group who work outside of Sweden, and employee stock options of Series 2 shall be reserved for current and future employees who work in Sweden.

The below allocation principles apply to the grant of stock options within each of the categories set out above.

Category

Maximum number stock options for each participant

Maximum number of stock options within the category

Category A (maximum 25 persons)

800,000

2,300,000

Category B (maximum 100 persons)

200,000

2,400,000

Category C (maximum 500 persons)

100,000

3,017,000

Total maximum Category A, B and C

N/A

7,717,000

In the event that all stock options within one or more categories are not transferred, such non-transferred stock options may be offered to employees in other categories. The maximum number of stock options per person within each category as set out above may however not be exceeded for any individual. Stock options may be granted on one or more occasion.

Neither the Company’s board members, nor the founders, shall be eligible to participate in LTI 2026.

Item (B) – Resolution on entering into a share swap agreement with a third party

The board of directors proposes that the annual general meeting resolves that the financial exposure relating to LTI 2026 may be hedged by Sinch entering into a share swap agreement with a third party on market terms, whereby the third party may in its own name acquire and transfer shares in Sinch to employees who participate in LTI 2026. The share swap agreement may also be used to hedge Sinch’s financial exposure relating to social security contributions arising in connection with LTI 2026.

The board of directors considers that share swap agreements represent the most cost-effective and flexible method for the delivery of Sinch shares and for covering certain associated costs, primarily social security contributions.

Additional information regarding LTI 2026

Costs

The employee stock options Series 1 and 2 are expected to incur accounting costs (accounted for in accordance with the accounting standard IFRS 2) as well as social security costs during the term of the stock options. According to IFRS 2, the employee stock option costs shall be recorded as a personnel expense in the income statement during the vesting period. The total costs for employee stock options Series 1 and Series 2, calculated in accordance with IFRS 2, are estimated to amount to approximately SEK 52 million during the term of the program (excluding social security costs). The estimated costs have been calculated based on, inter alia, the following assumptions: (i) a market price of the Company’s share of SEK 25.00 at the time of grant, (ii) an estimated future volatility in respect of the Company’s share during the term of the stock options of 46 per cent, (iii) that the maximum number of stock options encompassed by this resolution proposal are granted to participants of which 6,017,000 of Series 1 and 1,700,000 of Series 2, (iv) expected time to exercise in accordance with IFRS 2, (v) an annual turnover of personnel of approximately 10 per cent based on historical data, and (vi) that all vested stock options are exercised. Social security costs, which are expected to arise primarily in connection to the exercise of stock options, are estimated to amount to approximately SEK 11 million during the term of the program, based on inter alia the assumptions set out under items (i)–(vi) above as well as an average social security rate of approximately 11 per cent and an annual increase in the market price of the Company’s share of 15 per cent during the vesting period.

Other costs related to the LTI 2026, including inter alia expenses related to fees to external advisors, external appraiser and administration of the incentive program, are estimated to amount to approximately SEK 2 million during the term of the program.

Based on the assumptions set out above, the total costs of the LTI 2026 are estimated to approximately SEK 65 million in total during the term of the program.

These costs shall be seen in relation to the total employee benefits expenses of the Sinch group, which during the financial year 2025 amounted to SEK 4,264 million.

If the share price were to decrease or increase by, for example, 10% until the introduction of the programme (relative to the assumption of SEK 25.00), the costs of the stock options are expected to decrease or increase by the same percentage (assuming that the other assumptions above remain unchanged).

Dilution

LTI 2026 does not involve any dilution for existing shareholders in the Company.

Motivation in respect of Series 1 stock option vesting and exercise conditions

According to the Rules on Remuneration laid down by the Stock Market Self-Regulation Committee (Sw. Aktiemarknadens Självregleringskommitté), the vesting period, or the period between the date of grant until the date when a warrant or stock option may be exercised shall, as a general rule, not be shorter than three (3) years and any deviations from this general rule shall be justified. As set out further above, vesting of Series 1 employee stock options will start on the first anniversary of the date of grant of the stock options to participants, and on the third anniversary of the date of grant, up to 75 per cent of the employee stock options granted to a participant may have vested (provided that all applicable vesting conditions have then been fulfilled). Further, the vested stock options become exercisable soon after they have vested. The reason for applying such terms, which are not in line with the recommendations of the Stock Market Self- Regulation Committee as set out above, is that the board of directors of the Company consider such terms to be in line with market practice for employee stock option programs in most of the countries where the intended participants in Series 1 of LTI 2026 operate. It is therefore, in the opinion of the board of directors, in the best interest of the Company and its shareholders to apply such terms in order to fulfil the objectives of LTI 2026.

Preparation of the proposal

This proposal in respect of LTI 2026 has been prepared by the Company’s remuneration committee and board of directors in consultation with external advisers.

Majority requirements

A majority of more than half of the votes cast at the meeting shall be required for a resolution of the meeting in accordance with the proposal of the board of directors as set out in item (A) above. For a valid resolution in accordance with the proposal of the board of directors under item (B) above, a majority of more than half of the votes cast at the meeting is required.

Conditions

The annual general meeting's resolution on LTI 2026 under item (A) above is conditional upon the annual general meeting resolving in accordance with the board of director's proposal under item (B) above.

Authorization

It is proposed that the board of directors, or a person appointed by the board of directors, shall be authorized to make such minor adjustments to this resolution that may be required for the registration with the Swedish Companies Registration Office (Sw. Bolagsverket) and Euroclear Sweden AB, and that the board of directors shall have the right to undertake minor adjustments to the incentive program due to applicable foreign rules and laws, applicable laws, regulations or market practice.

Overview of outstanding incentive programs

The Company’s outstanding share-related incentive programs is described in detail in the 2025 annual report, note 9, and in the remuneration report for 2025.

Resolution on (A) reduction of the share capital through cancellation of repurchased shares and (B) increase of the share capital through bonus issue without issue of new shares (item 17)

Background and reasons

The annual general meeting on 22 May 2025 resolved to authorise the Company’s board of directors to resolve on acquisitions of own shares. Under the authorisation, a maximum number of shares may be acquired so that the Company’s holding of own shares at any given time does not exceed ten (10) per cent of all shares in the Company. The board of directors resolved on 21 July 2025 to initiate a share buyback and acquired a total of 79,611,294 own shares under this program. Following a resolution by the extraordinary general meeting on 19 February 2026, 74,211,294 of these shares were cancelled. The Company has subsequently, following a new resolution by the board of directors on 23 February 2026 based on the authorisation from the annual general meeting on 22 May 2025, acquired additional own shares and holds a total of 55,468,649 of its own shares as of the date of this notice. The board of directors proposes that the shares held by the Company be cancelled in accordance with the proposals in items (A) – (B) below.

Item (A) – Reduction of the share capital through cancellation of repurchased shares

The board of directors proposes that the meeting resolves that the Company’s share capital shall be reduced by SEK 608,024.878914 through the cancellation of 55,468,649 shares held by the Company. The purpose of the reduction of the share capital is allocation to unrestricted equity. The shares shall be cancelled without consideration.

The reduction of the share capital can be implemented without authorisation from the Swedish Companies Registration Office or a court of general jurisdiction since the Company is simultaneously carrying out a bonus issue in accordance with item (B) below, meaning that neither the Company’s restricted equity nor share capital decreases.

Item (B) – Increase of the share capital through bonus issue without issue of new shares

The board of directors proposes that the meeting resolves to increase the Company’s share capital by SEK 608,024.878914 through a bonus issue for the purpose of restoring the share capital to its original level following the completed reduction of the share capital in accordance with item (A) above. The amount by which the share capital is increased shall be transferred from the Company’s unrestricted equity and no new shares shall be issued in connection with the increase of the share capital. Following the completed bonus issue, the Company’s share capital will thus correspond to the share capital before the reduction in accordance with item (A) above.

Authorisation

The board of directors proposes that the board of directors, or a person appointed by the board of directors, shall be authorised to make such minor adjustments to this resolution in accordance with items (A) – (B) that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Conditions

The board of directors’ proposals under items (A) – (B) are conditional upon each other and shall be adopted as one resolution.

Resolution on amendment of the articles of association (item 18)

The board of directors proposes that the meeting resolves to amend § 4 and § 5 of the articles of association of the Company in accordance with the below.

Current wording

Proposed wording

§ 4 Share capital

The share capital shall be not less than SEK 7,000,000 and not more than SEK 28,000,000.

§ 4 Share capital

The share capital shall be not less than SEK 4,000,000 and not more than SEK 16,000,000.

§ 5 Number of shares

The number of shares shall be not less than 700,000,000 and not more than 2,800,000,000.

§ 5 Number of shares

The number of shares shall be not less than 400,000,000 and not more than 1,600,000,000.

The board of directors further proposes that the board of directors, or a person appointed by the board of directors, shall be authorised to make such minor adjustments to this resolution that may be required for registration with the Swedish Companies Registration Office.

Majority requirements

The resolutions under items 14, 15, 17 and 18 above are valid only if the resolutions are supported by shareholders representing at least two thirds (2/3) of the votes cast as well as of the shares represented at the annual general meeting.

Documents

The complete proposals and other documents which shall be made available prior to the annual general meeting will be made available at the at the Company’s offices at Lindhagensgatan 112, SE-112 51, Stockholm, Sweden, and on the Company’s website (https://investors.sinch.com) not later than three weeks prior to the annual general meeting in accordance with the requirements of the Swedish Companies Act. The documents will be sent to shareholders who request it and who inform the Company of their mailing address. Such request can be sent to the contact details set out under the heading “Attendance in person or by proxy” above. The relevant documents will be made available and presented at the annual general meeting.

Shareholders’ right to request information

If a shareholder at the annual general meeting so requests and, according to the board of directors, it will not result in material damage to the Company or significant inconvenience to any individual, the board of directors and the CEO are obliged to provide information concerning conditions that could influence the assessment of an item on the agenda and conditions that could influence assessments of the financial position of the Company. This disclosure obligation applies equally to the Company’s relationship with other group companies, the consolidated accounts and such circumstances pertaining to subsidiaries as those referred to in the preceding sentence.

Processing of personal data

For information on how personal data is processed in connection with the annual general meeting, please refer to the privacy notices of Euroclear Sweden AB and Computershare AB which are available on their respective websites (www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and www.computershare.com/se/gm-gdpr#English).

Other information

The Company has, as of the date of this notice, 771,751,885 outstanding shares and votes. The Company holds 55,468,649 of its own shares as of the date of this notice.

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Stockholm in April 2026
Sinch AB (publ)
The board of directors

Bifogade filer

Notice of annual general meeting in Sinch AB (publ)