Bulletin from the Extraordinary General Meeting in Sivers Semiconductors AB (publ) on 11 October 2024
The Extraordinary General Meeting in Sivers Semiconductors AB (publ) (the “Company”) has been held on 11 October 2024 and in particular the following decisions were resolved.
The required majority was not obtained to approve the Board of Directors’ resolution on a new issue of shares to the CEO
The Board of Directors’ resolution from 17 September 2024 on a new issue of shares to the CEO did not obtain the required majority for approval by the General Meeting. However, the Board of Directors intends to revert within short with a new proposal for a directed new share issue to the CEO to be approved by an extraordinary general meeting.
Resolution on a long-term incentive program
The General Meeting resolved to introduce an incentive an program (the “P09”) for the employees of the Sivers Semiconductors-Group (the ”Group”). P09 shall consist of a maximum of 7,500,000 new stock options (the “Stock Options”) entitling to purchase of the same number of shares in the Company, corresponding to approximately 3.8 per cent of the share capital and votes in the Company after dilution. The final number of Stock Options that participants in Europe are eligible to exercise depends on the degree of fulfilment in respect of the performance conditions for the Group. Stock Options granted to participants in the US shall not be subject to performance conditions. The performance condition for P09 is based on the average growth of the Group’s net sales for the financial years 2024, 2025 and 2026 with 2023 actual as the calculation base.
The options shall be granted to the participants free of charge and may not be transferred or pledged. Each Stock Option entitles the employee to acquire one share of Sivers Semiconductors during the period commencing on the third anniversary of date of grant and ending on the fifth anniversary of the date of grant at a price corresponding to 130 percent of the average volume-weighted share price for the Company's share on Nasdaq Stockholm for the date of granting the Stock Options to the participant.
The resolution of the General Meeting on P09 is conditional upon an Extraordinary General Meeting resolving on a directed new share issue to the Chief Executive Officer, comprising at least 1,524,584 ordinary shares.
Resolution to authorise the Board of Directors to resolve on directed issue of Series C
The General Meeting authorised the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on a new issue of no more than 16,298,821 Series C shares, corresponding to approximately 6.5 percent of the share capital and votes of the Company after dilution. The purpose of the authorisation and the reason for the deviation from the shareholders’ preferential rights in the event of implementation of the 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 General Meeting resolved to authorise the Board of Directors, on one or more occasions until the next Annual General Meeting, to resolve on repurchases of Series C shares. 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.
Furthermore, the General Meeting resolved to authorise the Board of Directors, on one or several occasions until the next Annual General Meeting, to transfer own ordinary shares. 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, although not more than 1,650,000 ordinary shares.
For more information, please contact:
Dr. Bami Bastani, Chairman of the Board of Directors
Tel: +1 908 87 28 370
E-mail: [email protected]
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.
