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 Friday, 8 November 2024 at 3.00 pm at the Company’s premises at Torshamnsgatan 48 in Kista, Sweden.
The Board of Directors has decided that shareholders also have the opportunity to exercise their voting rights by postal voting prior to the Meeting.
Right to participate and notice of participation at the Meeting
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 Thursday, 31 October 2024; and
- notify the Company their intention to participate no later than Monday, 4 November 2024, via mail to the address Setterwalls Advokatbyrå AB, att: Anna Barnekow, Box 1050, 101 39 Stockholm or via e-mail anna.barnekow@setterwalls.se. The notification shall state name, personal identification number/ company registration number, daytime telephone number, number of shares held and proxies if applicable.
Right to participate and notice by postal voting
Shareholders who wish to participate in the Extraordinary General Meeting by postal voting must:
- be recorded in the share register kept by Euroclear Sweden AB no later than on Thursday, 31 October 2024; and
- give notice of participation no later than Monday, 4 November 2024, by casting the postal vote in accordance with the instructions below so that the postal voting form is received by the Company no later than that day.
A special form must be used for the postal vote. The form for postal voting is available on the Company’s website, www.sivers-semiconductors.com. Completed and signed forms for postal voting can be sent via mail to the address Setterwalls Advokatbyrå AB, att: Anna Barnekow, Box 1050, 101 39 Stockholm or via e-mail anna.barnekow@setterwalls.se.
Shareholders may not provide special instructions or conditions in the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions may be found in the postal voting form.
A shareholder who has voted by post may also attend the Meeting venue, provided that a notification has been made in accordance with the instructions under the heading “Right to participate and notice of participation at the Meeting” above. This means that postal voting does not constitute a notification also to attend the Meeting at the Meeting venue.
Nominee registered shares
To be entitled to participate in the Extraordinary General Meeting at the Meeting venue or by postal voting, 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 Thursday, 31 October 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 Monday, 4 November 2024, are considered when preparing the share register.
Proxies
If shareholders wish to attend the Extraordinary General Meeting at the venue or by postal voting 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 authorisation document must be enclosed along with the notification.
Number of shares and votes
As per 14 October 2024, there are a total of 235,884,460 ordinary shares and equally many votes in the Company. No Shares of Series C have been issued. The Company owns no ordinary shares.
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
- Approval of the Board of Directors' resolution on a new issue of ordinary shares to the CEO
Election of Chairman of the Meeting (item 1)
The Board of Directors proposes that Attorney at law Jörgen S. Axelsson, or in the event he is unable to participate, the person otherwise instructed by the Board of Directors, is elected as Chairman of the Meeting.
Approval of the Board of Directors' resolution on a new issue of ordinary shares to the CEO (item 6)
The Board of Directors proposes that the General Meeting resolves to approve the Board of Directors’ resolution to increase the Company’s share capital by up to SEK 881,168 through the issue of up to 1,762,336 new ordinary shares, each with a quota value of SEK 0.50.
The following terms and conditions shall apply to the issue of shares.
1.The subscription price per ordinary share is SEK 3.972.
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- With deviation from the shareholders’ preferential rights, the new ordinary shares may only be subscribed for by Vickram Vathulya, the CEO of the Company.
- The share premium shall be added to the unrestricted share premium reserve.
- Subscription for new ordinary shares shall be made on a separate subscription list no later than 11 October 2024. Payment for the subscribed ordinary shares shall be made no later than on 15 October 2024. The Board of Directors shall be entitled to extend the subscription period and the time of payment.
- The new ordinary shares convey right to dividends for the first time on the first record date set for dividends after the registration of the new ordinary shares with the Swedish Companies Registration Office.
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It was noted that oversubscription cannot take place. It was further noted that the documents in accordance with Chapter 13, Section 6 of the Swedish Companies Act were duly presented.
The Board of Directors considers that the main reason for deviating from the shareholders’ pre-emptive rights is: (i) to increase Vickram Vathulya's motivation and commitment as CEO by offering him the opportunity to become a shareholder in the Company and (ii) to provide the Company with capital in a fast and cost-effective manner. With the above considered, the Board of Directors has made the assessment that a directed issue of ordinary shares with deviation from the shareholders’ pre-emptive rights is the most favourable alternative for the Company to carry out the new share issue and is in the best interest of the Company’s shareholders. The Board of Directors thus considers that the reasons outweigh the main rule that new share issues are to be carried out with preferential rights for the shareholders.
The subscription price has been determined through agreement between the Board of Directors and Vickram Vathulya and corresponds to the closing price of the ordinary share on Nasdaq Stockholm on 11 October 2024. The Board of Directors’ assessment is that the subscription price in the new share issue is carried out on market terms.
The Board of Directors is hereby authorised to make such minor formal adjustments to the issue resolution, which may be required for registration of the new shares with the Swedish Companies Registration Office or Euroclear Sweden AB.
The resolution entails that ordinary shares shall be issued to the CEO of the Company. Such transfers are subject to Chapter 16 of the Swedish Companies Act, which means that a resolution to approve the resolution on the new issue of ordinary shares is valid only if it is supported by at least nine tenths of both the votes cast and the shares represented at the General Meeting.
Documents
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 October 2024
Sivers Semiconductors AB (publ)
The Board of Directors
For more information please contact:
Dr. Bami Bastani, Chairman of the Board of Directors
Tel: +1 908 87 28 370
E-mail: bami.bastani@sivers-semiconductors.com
Sivers Semiconductors AB (STO: SIVE) is a leader in SATCOM, 5G, 6G, Photonics, and Silicon Photonics that drives 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. Discover our passion for perfection at www.sivers-semiconductors.com.