Notice to attend the Extraordinary General Meeting of Sivers Semiconductors AB (publ)
NEW YORK, May 16, 2025 /PRNewswire/ -- 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 Monday, 9 June 2025 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 Wednesday 28 May 2025; and
- notify the Company their intention to participate no later than Monday 2 June 2025, via mail to the address Setterwalls Advokatbyrå AB, att: Niclas Töreki, Box 1050, 101 39 Stockholm or by email to [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 Extraordinary General Meeting by postal voting must:
- be recorded in the share register kept by Euroclear Sweden AB no later than on Wednesday 28 May 2025; and
- give notice of participation no later than Monday 2 June 2025, 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: Niclas Töreki, 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 28 May 2025. 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 2 June 2025, are considered when preparing the share register. Voting rights registration can commence no earlier than Friday 23 May 2025.
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 16 May 2025, there are a total of 285,657,897 shares corresponding to 272,338,958.1 votes in the Company, comprising 270,859,076 ordinary shares and 14,798,821 shares of series C. The Company owns 1,500,000 ordinary shares 14,798,821 shares of series C which may not be represented at the 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 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 directed new issue of warrants
Election of Chairman of the Meeting (item 1)
The Board of Directors proposes that Attorney at law Jörgen S. Axelsson is elected as Chairman of the Meeting.
Approval of the Board of Directors' resolution on a directed new issue of warrants (item 6)
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors' resolution from 15 May 2025, on a directed new issue of warrants on the following terms:
- A maximum of 3,318,029 warrants shall be issued.
- By way of deviation from the shareholders' preferential rights, the warrants shall be subscribed for solely by Century Bank. The rationale for deviating from the shareholders' preferential rights is to issue warrants within the scope of the Company's debt financing.
- Subscription shall take place no later than 9 June 2025.
- The warrants are issued free of charge.
- No oversubscription shall be permitted.
- The warrants shall be subject to the terms and conditions set out in the attached warrant terms for 2025/2030 as Appendix 1 (the "Warrant Terms").
- Each warrant entitles its holder to subscribe for one (1) new ordinary share in the Company, with a quota value of SEK 0.50 per share, at a subscription price per share of SEK 4.53. Any portion of the subscription price exceeding the quota value of the Company's shares shall be allocated to the unrestricted share premium reserve.
- The subscription price and the number of shares that each warrant entitles the holder to subscribe for may be subject to adjustment in accordance with Section 8 of the Warrant Terms.
- The warrants may be exercised for subscription of shares from and including the date on which the warrants are registered with the Swedish Companies Registration Office until 9 May 2030.
- The date for exercising the warrants may be brought forward or postponed in accordance with Section 7 of the Warrant Terms.
- Shares issued upon exercise of the warrants shall qualify for dividends from the first record date for dividend that occurs immediately after the shares have been subscribed.
- Upon full exercise of the warrants for subscription of new shares, the share capital shall increase by SEK 1,659,014.50.
The reasons for initiating the warrant program and deviating from the shareholders' preferential rights are that the Company has taken out new debt financing, under which the lender is to receive warrants. It was noted that the documents required under Chapter 14, Section 8 of the Swedish Companies Act had been duly presented. For a resolution pursuant to this item 6 to be valid, it must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
The Board shall be authorized to make any minor formal adjustments to the resolution that may prove necessary in connection with its registration with the Swedish Companies Registration Office.
A resolution pursuant to this item 6 is only valid if approved by shareholders representing at least two thirds of the votes cast as well as 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.
Kista in May 2025
Sivers Semiconductors AB (publ)
The Board of Directors
For more information please contact:
Vickram Vathulya
CEO, Sivers Semiconductors
Tel: +46 (0)8 703 68 00
Email: [email protected]
About Sivers Semiconductors We are Critical Enablers of a Greener Data Economy with Energy Efficient Photonics & Wireless Solutions. Our differentiated high precision laser and RF beamformer technologies help our customers in key markets such as AI Data Centers, SATCOM, Defense and Telecom solve essential performance challenges while enabling a much greener footprint. Visit us at: www.sivers-semiconductors.com. (SIVE.ST)
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The following files are available for download:
Notice to EGM_PR_EN_ 2025-05-16 |
SOURCE Sivers Semiconductors
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