Notice to attend an Extraordinary General Meeting of Sivers Semiconductors AB
KISTA, Sweden, 29 September 2026 /PRNewswire/ -- The shareholders of Sivers Semiconductors AB (the "Company"), reg. no. 556383-9348, are hereby invited to attend an Extraordinary General Meeting to be held on Thursday, 22 October 2026 at 16.00 at Setterwalls Advokatbyrå's premises at Sturegatan 10 in Stockholm, 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 Meeting must:
- be recorded in the share register kept by Euroclear Sweden AB no later than on Wednesday, 14 October 2026; and
- notify the Company their intention to participate no later than Friday, 16 October 2026, via mail to the address Setterwalls Advokatbyrå AB, att: Olivia Krantz, Box 1050, 101 39 Stockholm or via e-mail [email protected]. 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 Meeting by postal voting must:
- be recorded in the share register kept by Euroclear Sweden AB no later than on Wednesday, 14 October 2026; and
- give notice of participation no later than Friday, 16 October 2026, 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 will be available on the Company's website, www.sivers-semiconductors.com no later than three weeks before the Meeting. Completed and signed forms for postal voting can be sent via mail to the address Setterwalls Advokatbyrå AB, att: Olivia Krantz, Box 1050, 101 39 Stockholm or by email to [email protected].
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 Wednesday, 14 October 2026. 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 Friday, 16 October 2026, are considered when preparing the share register.
Proxies
If shareholders wish to attend the Meeting at the Meeting 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 29 September 2026, there are a total of 356,740,332 ordinary shares in the Company, corresponding to 356,740,332 votes. No shares of series C are outstanding. The Company owns 12,872,916 ordinary shares which may not be represented at the Extraordinary General Meeting.
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 Extraordinary General 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
- Election of auditor
- Resolution on a long-term incentive program
- Resolution to authorise the Board of Directors to resolve on directed issue of Series C shares
- 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
Proposals by the Nomination Committee
The Nomination Committee consists of Jorgen Durban, Chairman of the Nomination Committee, representing Erik Fallstrom/Achilles Capital AB, Todd Thomson, representing Kairos Ventures, Andre Netzen Orn, representing Cicero Fonder, and Bami Bastani, Chairman of the Board of Directors of Sivers Semiconductors AB. The Nomination Committee has presented the following proposed resolutions to items 1 and 6 in the proposed agenda.
Election of Chairman of the Meeting (item 1)
The Nomination Committee proposes that advokat Jorgen S. Axelsson is elected as Chairman of the Meeting.
Election of auditor (item 6)
The Nomination Committee proposes that the assignment of the Company's auditor Deloitte AB is terminated before the end of its term of office, with effect from the close of the Extraordinary General Meeting, and that the registered public accounting firm Ernst & Young AB is elected as auditor for the period until the close of the next Annual General Meeting. The number of auditors shall remain unchanged and the auditor's fees shall continue to be paid in accordance with approved invoices.
Deloitte AB has been the Company's auditor for ten years. Under Article 17 of Regulation (EU) No 537/2014, the audit engagement of a public-interest entity may as a general rule not exceed ten consecutive years. The proposal follows a recommendation by the Audit Committee to change audit firm after ten years of service, which the Nomination Committee approved unanimously. The Nomination Committee considers it appropriate to establish a new long-term audit relationship with a Big Four firm in view of the Company's growth, its increasing international presence and its preparations for a potential dual listing of the shares in the United States, expected to be completed during the first half of 2027. Ernst & Young AB has extensive experience of Swedish listed companies with U.S. capital markets activities and SEC reporting requirements. The proposal is not based on any disagreement regarding the Company's accounting or financial reporting, and the Nomination Committee considers that the circumstances constitute objective grounds under Chapter 9, Section 22 of the Swedish Companies Act (2005:551).
The proposal has been prepared in accordance with Article 16 of that Regulation and is in accordance with the recommendation of the Audit Committee. A resolution pursuant to this item is valid if approved by shareholders representing more than half of the votes cast.
Proposals by the Board of Directors
Resolution on a long-term incentive program (item 7)
For the purpose of improving the opportunity for retaining and recruiting competent personnel to the Sivers Semiconductors Group (the "Group") and increasing the motivation amongst the employees, the Board of Directors proposes that the Extraordinary General Meeting resolves to introduce an incentive program (the "P11") for employees of the Group. P11 can be allotted to employees in the United States, Scotland, Sweden, India and China. These are the countries in which the Group conducts its operations and employs personnel, and the participation of employees in all of these countries on equal terms is intended to support a consistent group-wide approach to retention and recruitment. Board members who are not employed by the Group shall not be entitled to participate in P11.
Background and rationale
In preparing the proposal, the Company has engaged with shareholders and proxy advisors and has benchmarked the proposal against prevailing Swedish market practice for long-term incentive programs. P11 has been designed in the light of that feedback.
The rationale for the proposal for P11 is to improve the conditions for retaining and recruiting competent personnel to the Group and increasing the motivation of the employees. Furthermore, more visible opportunities are established for long-term participation in the Group's operations and in reaching the Company's overall targets. The Board of Directors is of the opinion that the introduction of P11 as described above benefits the Group and the Company's shareholders. The structure of P11, under which no options vest or become exercisable before the third anniversary of the date of grant, has been adopted in order to ensure that P11 is sufficiently long-term in nature and consistent with prevailing Swedish market practice and the expectations of institutional shareholders and proxy advisors.
General
P11 consists of stock options intended for the employees of the Group (the "Stock Options").
