#Sweden #Stockholm #AGM 2025 #Truecaller AB #Alan Mamedi

Summary of Truecaller AB's Annual General Meeting 2025

On May 23, 2025, Truecaller AB held its annual general meeting in Stockholm, where various significant decisions were made regarding the company's financial performance and governance. Below is a detailed overview of the resolutions adopted during the meeting, which will guide Truecaller’s strategic direction in the upcoming year.

Key Resolutions

Adoption of Accounts and Dividend Declaration

The meeting began with a resolution to adopt the income statement and balance sheet of Truecaller, along with its consolidated financial statements. In line with the board of directors' proposal, a dividend of SEK 1.70 per series A and series B share was approved, with the record date set for May 27, 2025. This decision demonstrates the company's commitment to distributing profits while maintaining a significant portion for future investments.

Discharge from Liability

Another critical resolution taken was the discharge of the board members and the CEO from liability connected to the financial operations of 2024. This step is essential in ensuring that the leadership remains accountable yet protected from uncertainties that may arise post-reporting.

Election of Board Members and Compensation

The assembly saw the re-election of current board members: Alan Mamedi, Annika Poutiainen, Helena Svancar, Nami Zarringhalam, and Shailesh Lakhani. Furthermore, Aruna Sundararajan joined the board as a new member, marking a fresh addition to the leadership team. The compensation for board members was also established: SEK 650,000 for the chairman and SEK 500,000 for each of the other members. Notably, the remuneration for committee roles was outlined in detail, ensuring transparency in payment structures.

Approval of Remuneration Report

The board's remuneration report for the 2024 fiscal year was approved, illustrating the alignment of executive pay with Truecaller's strategic goals and performance metrics.

New Guidelines for Executive Compensation

New directives for senior executive remuneration were accepted, aimed at attracting and retaining top talent while aligning their performance with shareholder interests. These guidelines support a performance-oriented culture within the company, particularly as it navigates the competitive landscape of digital communication.

Formation of Nomination Committee

The assembly resolved to establish principles for the Nomination Committee, which will consist of representatives from the three largest shareholders as of September 30, 2025. This committee will play a crucial role in nominating candidates for board elections, ensuring continuity and stability in governance.

Authorizations for Share Issues and Buybacks

The board of directors received authorization to issue new series B shares, subject to market conditions, to avoid diluting existing shareholder value while financing potential acquisitions. Moreover, the assembly approved the repurchase and transfer of series B shares, allowing flexibility in managing the capital structure. This approach is designed to provide advantageous opportunities for growth and enhance shareholder value over time.

Long-term Share Programs

Two long-term share programs were approved: one for senior executives and key employees, entitled to a maximum of 4,500,000 series B shares, and another specifically for newly appointed CEO Rishit Jhunjhunwala, with a maximum of 1,000,000 series B shares. These programs will incentivize performance aligned with the revenue growth rate and adjusted EBITDA metrics, establishing a robust link between compensation and company success.

Conclusion

The resolutions from the Truecaller annual general meeting reflect the company's proactive stance towards governance, compensation, and strategic growth. As Truecaller continues to thrive as a global leader in contact verification and communication management, these decisions set the stage for sustainable long-term development, while fostering confidence among investors and stakeholders alike.

By continuously enhancing its governance structures and aligning compensation with performance metrics, Truecaller is cementing its position in the market, paving the way for innovation and user trust in digital communication.