Bulletin from Sivers Semiconductors AB (publ)’s Annual General Meeting on 15 May 2024
The Annual General Meeting in Sivers Semiconductors AB (publ) (the “Company”) has been held on 15 May 2024 and in particular the following decisions were resolved.
Adoption of the annual report and the auditor’s report
The Annual General Meeting resolved to approve the profit and loss statement and the balance sheet regarding the parent Company and the Group, appropriation of the profit in accordance with the Board of Directors proposal and not to distribute any dividends for the financial year 2023, as well as to discharge the CEO and Board members from liability.
Election of Board members
As members of the Board of Directors it was resolved to re-elect Tomas Duffy, Erik Fällström, Todd Thomson and Bami Bastani, and to elect Karin Thurberg and Keith Halsey as a new member of the Board of Directors. Beth Topolosky has declined re-election. Bami Bastani was re-elected as the Chairman of the Board of Directors and Tomas Duffy was re-elected as the Vice Chairman of the Board of Directors. It was resolved that the total remuneration for the Board of Directors shall amount to SEK 2,700,000 of which SEK 1,050,000 shall be paid to the Chairman of the Board of Directors, SEK 600,000 to the Vice Chairman of the Board of Directors and SEK 350,000 to each of the other members of the Board of Directors except for Todd Thomson who has waived Board remuneration. In addition, remuneration of SEK 100,000 shall be paid annually to the Chairman of the Audit Committee and SEK 50,000 shall be paid annually to the other members. For work on the Investment Committee, remuneration of SEK 60,000 shall be paid annually to the Chairman and SEK 30,000 shall be paid annually to the other members. For work on the Remuneration Committee, remuneration of SEK 50,000 shall be paid annually to the Chairman and SEK 25,000 shall be paid annually to the other members.
Election of auditor
The Annual General Meeting resolved to re-elect Deloitte AB as auditor with authorised public accountant Alexandros Kouvatsos as auditor-in-charge. The fees shall be paid in accordance with approved invoices.
Resolution on approval of allotment of stock options
The Annual General Meeting 2023 resolved on an incentive program (“P08”) comprising stock options for the Group’s employees (the “Stock Options”). The Chairman of the Board of Directors, also being Executive Chairman of Sivers Semiconductors Inc., has been allotted 400,000 Stock Options in accordance with the resolution of the Annual General Meeting 2023 on P08. In addition, the Chairman has been allotted 50,000 Stock Options, conditional upon the Annual General Meetings subsequent approval.
As a result thereof, the Annual General Meeting resolved to approve the allotment of 50,000 additional stock options to the Chairman within the framework of P08. The performance conditions shall not apply to the Stock Options.
Resolution on authorisation for the Board of Directors to resolve on issues of shares and/or convertible bonds
The Annual General Meeting resolved to authorise the Board of Directors to, on one or several occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, resolve on share issues and/or issues of convertible bonds that involve the issue of or conversion to a maximum of 26,100,000 ordinary shares, corresponding to a dilution of approximately 10.0 percent of the share capital and the voting rights, based on the current number of shares in the Company. Payment for subscribed shares and/or convertible bonds shall be made in cash, in kind or by way of set-off.
The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights, is to give the Board of Directors flexibility in the work to secure that the Company in a time-efficient and appropriate way can achieve capital for financing of the operation and to enable continued expansion both organically as well as through acquisitions, alternatively to increase the number of shareholders with one or several owners of strategical importance for the Company. The issuance of shares and/or convertible bonds under this authorisation shall be made at a subscription price according to the prevailing market conditions at the time of the issuance of the shares and/or convertible bonds.
For more information, please contact:
Anders Storm
CEO, Sivers Semiconductors AB (publ)
Email: anders.storm@sivers-semiconductors.com
Tel: +46 (0)70 262 63 90
Sivers Semiconductors AB (publ) is a leader in SATCOM, 5G, 6G, Photonics and Silicon Photonics that drivers innovation in global communications and sensor technology. Our business units, Photonics and Wireless, supply cutting-edge, integrated chips and modules critical for high-performance gigabit wireless and optical networks. Catering to a broad spectrum of industries from telecommunication to aerospace, we fulfill the increasing demand for computational speed and AI application performance, replacing electric with optical connections for a more sustainable world.Our wireless solutions are forging paths in advanced SATCOM/5G/6G systems, while our photonics expertise is revolutionizing custom semiconductor photonic devices for optical networks and optical sensing, making us a trusted partner to Fortune 100 companies as well as emerging unicorns. With innovation at our core, Sivers Semiconductors is committed to delivering bespoke, high-performance solutions for a better-connected and safer world. The company is listed on Nasdaq Stockholm under SIVE. The head office is located in Kista, Sweden. Discover our passion for perfection at www.sivers-semiconductors.com.