Notice to attend the Extraordinary General Meeting of Sivers Semiconductors AB (publ)
The shareholders of Sivers Semiconductors AB (publ) (the “Company”), reg. no. 556383-9348, are hereby invited to attend the Extraordinary General Meeting to be held on Wednesday, 28 February 2024 at 4.00 pm at the Company’s premises at Torshamnsgatan 48 in Kista, Sweden.
Notification to attend etc.
Shareholders who wish to attend the Extraordinary General Meeting must
- be recorded in the share register kept by Euroclear Sweden AB no later than on Tuesday, 20 February 2024; and
- notify the Company their intention to participate no later than Thursday, 22 February 2024, via mail to the address Setterwalls Advokatbyrå AB, att: Eric Torstensson, Box 1050, 101 39 Stockholm or via e-mail eric.torstensson@setterwalls.se. The notification shall state name, personal identification number/ company registration number, daytime telephone number, number of shares held and proxies if applicable.
To be entitled to participate in the Extraordinary General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Extraordinary General Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on Tuesday, 20 February 2024. This re-registration may be temporary (so-called “voting right registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than Thursday, 22 February 2024, are considered when preparing the share register.
Proxies
If shareholders wish to attend through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the notification. The power of attorney form is available on the Company’s website www.sivers-semiconductors.com. If the shareholder is a legal entity, a registration certification or an equivalent authorization document must be enclosed along with the notification.
Number of shares and votes
As per 6 February 2024, there are a total of 234,649,894 ordinary shares and equally many votes in the Company. The Company owns 2,542,860 ordinary shares, which may not be represented at the Extraordinary General Meeting. No Shares of Series C have been issued.
Shareholders’ right to request information
The shareholders are reminded of their right, in accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005:551), to request information from the Board and the CEO at the Meeting.
For information on how personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Proposal for agenda
- Election of Chairman of the meeting
- Election of one or two persons to verify the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Determination of number of Board members
- Determination of fees for Board members
- Election of Board members and Chairman of the Board of Directors
Proposals by the Nomination Committee
The Nomination Committee has consisted of Joachim Cato, Chairman of the Nomination Committee and appointed by Erik Fällström via company, Oscar Bergman, appointed by Swedbank Robur Fonder AB, Todd Thomson, appointed by Kairos Ventures, and Tomas Duffy, Chairman of the Board of Sivers Semiconductors AB.
Election of Chairman of the meeting (item 1)
The Nomination Committee proposes that Advokat Jörgen S. Axelsson is elected as Chairman of the Meeting.
Determination of number of Board members (item 6)
The Nomination Committee proposes that the Board until the end of the next Annual General Meeting shall continue to consist of five Board members elected by the General Meeting without deputies.
Determination of fees for Board members (item 7)
At the Annual General Meeting on 25 May 2023, it was resolved that the remuneration for the board members shall amount to SEK 2,520,000 in total, of which SEK 1,050,000 shall be paid to the Chairman of the Board and SEK 350,000 to each other members of the Board.
The Nomination Committee proposes that the decision on remuneration for the Board as described above shall continue for the Chairman and the other board members. A new role, Vice Chairman, is suggested to be introduced and will be remunerated with SEK 600,000 per year. Annual remuneration will be prorated for time served on the Board during the year.
The total cost for remuneration to the board members up to the next Annual General Meeting is estimated to be within the total amount of SEK 2,520,000 resolved at the Annual General Meeting in 2023 as a result of the number of board members being reduced by one person already from June 2023, when Lottie Saks resigned and never was replaced.
Election of Board members and Chairman of the Board of Directors (item 8)
As member of the Board of Directors until the end of the next Annual General Meeting, the Nomination Committee proposes to new-elect Bami Bastani. The Nomination Committee further proposes that Bami Bastani be elected as Chairman of the Board and that the current Chairman of the Board, Tomas Duffy, be appointed as Vice Chairman.
In the event that the Extraordinary General Meeting votes in accordance with the Nomination Committee’s proposals, the Board of Directors of Sivers Semiconductors AB will consist of the following members: Bami Bastani (Chairman), Tomas Duffy (Vice Chairman), Beth Topolovsky, Erik Fällström and Todd Thomson.
Information on the proposed board member’s main education and work experience, assignments in the company and other significant assignments etc. will be made available on the Company’s website.
Documents
The nominating committee’s motivated statement over the Board of Directors composition and other documents to be handled at the meeting are available to shareholders at the Company's head office at the address Torshamnsgatan 48 in Kista, Sweden and on the Company’s website www.sivers-semiconductors.com. Copies of the documents will be sent free of charge to shareholders who so request and who provide their mailing address.
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Kista in February 2024
Sivers Semiconductors AB (publ)
The Board of Directors
For more information please contact:
Anders Storm, Group CEO Sivers Semiconductors
Tel: +46 (0)70 262 6390
Emailt: anders.storm@sivers-semiconductors.com
Sivers Semiconductors AB is a leading and internationally recognized technology company that supplies ICs and integrated modules through its two business areas Wireless and Photonics. Wireless develops mmWave products for advanced 5G systems for data and telecommunications networks and satellite communication. The portfolio includes RF transceivers, beamforming front end ICs, integrated mmwave antennas, repeaters, and software algorithms for optimum mmWave RF performance. Photonics develops and manufactures semiconductor based optical products for optical fiber networks, sensors and optical fiber communications (Li-Fi). The company is listed on Nasdaq Stockholm under SIVE. The head office is located in Kista, Sweden. For more information: http://www.sivers-semiconductors.com