Bulletin from Sivers Semiconductors AB (publ)'s Annual General Meeting on 28 May 2025
NEW YORK, May 28, 2025 /PRNewswire/ -- The Annual General Meeting in Sivers Semiconductors AB (publ) (the "Company") has been held on 28 May 2025 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 2024, 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 Bami Bastani, Tomas Duffy, Erik Fällström, Karin Raj, Todd Thomson and Keith Halsey. 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 guidelines for remuneration of senior executives
The Annual General Meeting resolved on guidelines for remuneration to senior executives, to apply until further notice.
Resolution on a long-term incentive program
The Annual General Meeting resolved to introduce an incentive program (the "P10") for employees of the Group. P10 can be allotted to employees in the United States, Scotland, Sweden and India. P10 can be allotted to employees in the United States, Scotland, Sweden and India. P10 consists of stock options intended for the employees of the Group (the "Stock Options").
P10 shall consist of a maximum of 11,100,000 new Stock Options entitling to purchase of the same number of shares in the Company, corresponding to approximately 4.1 per cent of the share capital and votes in the Company after dilution. The Annual General Meeting resolved to authorise the Board of Directors to offer employees of the Group, at the discretion of the Board of Directors, to swap all but not some options granted under prior option grants for options granted under P10 terms and in addition to the maximum number of options described above, whereby two options under prior option grants may be swapped for one option under P10 terms. If all employees to be offered to swap options is accepting the offer, it is estimated the overall dilution for all outstanding incentive programs, including P10, will be reduced from approximately 9 per cent to approximately 6 per cent.
The final number of Stock Options that participants in Europe are eligible to exercise may at the Board of Directors' discretion be dependent on performance criteria based on Compound Annual Growth Rate (CAGR) in line with semiconductor industry's growth, currently forecasted at 7.64 per cent. Stock Options granted to participants in the US or India shall not be subject to performance conditions.
Resolution to authorise the Board of Directors to resolve on directed issue of Series C shares
The Annual General Meeting resolved to authorise the Board of Directors to, on one or more occasions until the next Annual General Meeting, to resolve on a new issue of no more than 11,100,000 Series C shares, each with a quota value of SEK 0.50, corresponding to approximately 4.1 per cent of the share capital and votes of the Company after dilution. With the deviation from the shareholders' preferential rights, the new shares may be subscribed for by a bank or securities company at a subscription price corresponding to the quota value.
The purpose of the authorisation and the reason for the deviation from the shareholders' preferential rights in the event of implementation of the share issue is to ensure delivery of shares to participants under the Company's outstanding incentive programs and in order to on terms of liquidity to secure social security charges.
Resolution to authorise the Board of Directors to resolve on repurchase of Series C shares and transfer of ordinary shares to secure payment of social security charges
The Annual General Meeting resolved to authorise the Board of Directors to, on one or more occasions until the next Annual General Meeting, to resolve on repurchases of Series C shares. Repurchases may only be made through an acquisition offer addressed to all holders of Series C shares and shall comprise all outstanding Series C shares. Acquisitions shall be made at a price corresponding to the quota value of the shares. Payment for acquired shares shall be made in cash.
The purpose of the repurchase is to ensure delivery of shares to participants under the Company's outstanding incentive programs and in terms of liquidity to secure social security charges related to such incentive programs.
Further, the Annual General Meeting resolved to authorise the Board of Directors to resolve, on one or several occasions until the next Annual General Meeting, to transfer own ordinary shares in accordance with the following. Transfers of ordinary shares may be carried out on Nasdaq Stockholm, at a price within the price range applicable, i.e. the range between the highest purchase price and the lowest selling price. Transfers may be made with the highest amount of ordinary shares required in order for the Company in terms of liquidity to secure social security charges related to the outstanding incentive programs in the Company. Transfer of shares may also take place outside of Nasdaq Stockholm to a bank or securities company, with deviation from the shareholders' preferential rights. Such a transfer may be made at a price corresponding the share price at the time for the transfer on the ordinary shares transferred with such a market discount as the Board of Directors deem appropriate. The authorisation may be used on one or more occasions, although at the latest before the next Annual General Meeting.
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 shareholder's preferential rights, resolve on share issues and/or issues of convertible bonds that involve the issue of or conversion to a maximum of 47,900,000 ordinary shares, corresponding to a dilution of approximately 15.0 per cent of the share capital and the voting rights after dilution, based on the current number of ordinary 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 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.
CONTACT:
Media Contact
Tyler Weiland
Shelton Group
+1-972-571-7834
tweiland@sheltongroup.com
Company Contact
Vickram Vathulya
CEO
ir@sivers-semiconductors.com
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SOURCE Sivers Semiconductors