As a preventive measure to reduce the risk of spreading the corona virus, the Board of Directors of the Company has decided that no food or beverage will be served in connection with the general meeting. Participation of board members, members of the management team as well as the number of non-shareholders present will be limited. For shareholders who are worried of the spread of infection due to the corona virus, we want to emphasize the possibility to participate through mail voting or via proxy as described below.
The shareholders in Sivers Semiconductors AB (publ), reg. no. 556383-9348, are hereby invited to attend the Extraordinary General Meeting (“EGM”) to be held on Thursday 21 January 2021 at 4.00 pm at the Company’s premises at Torshamnsgatan 48 in Kista, Sweden.
Notification to attend etc.
Shareholders who wish to attend the EGM must
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must, in order to be entitled to participate at the meeting, request temporary registration in the transcription of the share register maintained by Euroclear Sweden AB (so-called voting rights registration). The shareholder must notify the nominee hereof well in advance of Friday 15 January 2021, at which time such registration shall have been made.
Participation by proxies and mail voting
Shareholders represented by proxy must issue a written, signed and dated proxy. If the proxy is issued by a legal entity, a certified copy of the valid registration certificate (Sw. registreringsbevis ) of the legal entity (or similar document for non-Swedish legal entity) must be attached to the proxy. The proxy may not be older than one year unless it states that it is valid for a longer period of time (the validity of the proxy may not exceed five years). The original of the proxy and potential registration certificate shall be sent to the Company to the above address well in advance of the EGM. Proxy form for shareholders who wish to attend the meeting by proxy will be available on the Company’s website, www.sivers-semiconductors.com.
In order to reduce the risk of spreading the virus causing Covid-19, the Board of Directors of the Company has resolved that the shareholders can use their right to vote prior to the EGM via mail. The form for mail voting is provided to the shareholders on the Company’s website, www.sivers-semiconductors.com. The form includes information on how a shareholder can use its right to vote via mail.
Proposal for agenda
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Determination as to whether the meeting has been duly convened
7. Determination of the number of board members
8. Determination regarding remuneration for the Board
9. Election of board member
10. Closing of the meeting
Proposals from the Nomination Committee
The Nomination Committee consists of Joachim Cato, Chairman of the Nomination Committee and appointed by Erik Fällström via companies, Monica Åsmyr, appointed by Swedbank Robur Fonder AB, Angelica Hanson, appointed by AMF Aktiefond Småbolag, and Tomas Duffy, Chairman of the Board of Sivers Semiconductors AB.
Election of Chairman of the meeting (item 2)
Jörgen S. Axelsson is proposed as Chairman of the meeting.
Determination of the number of board members (item 7)
The Nomination Committee proposes that the Board until the end of the next Annual General Meeting shall consist of six members elected by the Annual General Meeting without deputie
Determination regarding remuneration for the Board (item 8)
At the Annual General Meeting on 19 May 2020, it was resolved that the remuneration for the board members shall amount to SEK 2,850,000 in total, of which SEK 750,000 shall be paid to
the Chairman of the Board and SEK 350,000 to each other members of the Board. Furthermore, it was resolved that a board member who performs work for the company in addition to board and committee work shall be entitled to receive reasonable remuneration for such work, subject to approval by the Board.
The Nomination Committee proposes that the decision on remuneration for the Board as described above shall continue to apply and, in addition, that members who participate in committee work shall receive remuneration as follows:
Fees to members of the Audit Committee: SEK 60,000 annually to the Chairman and SEK 40,000 annually to other members of the Committee.
Fees to members of the Investment Committee: SEK 50,000 annually to the Chairman and SEK 30,000 annually to other members of the Committee.
Fees to members of the Remuneration Committee: SEK 30,000 annually to the Chairman and SEK 10,000 annually to other members of the Committee.
No remuneration shall be paid for work in the Nomination Committee.
The total cost for remuneration to the board members up to the next Annual General Meeting is estimated to be within the total amount of SEK 2,850,000 resolved at the Annual General Meeting in 2020 as a result of the number of board members being reduced by one person.
Election of board member (item 9)
The Nomination Committee proposes that Lottie Saks shall be elected as a new board member for the period until the end of the next Annual General Meeting.
Lottie Saks has a long and solid experience as CFO and Finance Director of several major companies. Today, Lottie is CFO of the automotive technology company Haldex, listed on Nasdaq Stockholm, Mid Cap. Prior to that, Lottie held a number of CFO or Finance Director roles in Cint, OneMed, Telenor Connexion, Johnson & Johnson and OMX Technology Financial Market. With her broad and deep knowledge and experience, Lottie will be an important resource on Sivers’ Board and also as Chairman of the Audit Committee. Lottie has a degree in economics from Uppsala University.
The current board members Björn Norrbom and Dag Sigurd will, at their own request, resign from their positions as board members in connection with the Extraordinary General Meeting. The Nomination Committee has accepted their resignations and want to thank Björn and Dag, after 21 and 12 years on the Board, respectively, for their solid and invaluable work with and for Sivers.
In the event that the Extraordinary General Meeting votes in accordance with the Nomination Committee’s proposals, the Board of Directors of Sivers Semiconductors AB will consist of the following members: Tomas Duffy (Chairman), Ingrid Engström, Erik Fällström, Robert Green, Lottie Saks and Beth Topolovski.
The proposal by the Nomination Committee and its reasoned motivation are available at the Company’s website www.sivers-semiconductors.com.
As per the date of this notice, the total number of shares and votes in the Company amounts to 154,445,647. The Company holds no own shares.
Shareholders are informed about its right to request information at the EGM regarding circumstances that may affect the assessment of an item on the agenda pursuant to Chapter 7 § 32 of the Swedish Companies Act (2005:551).
Kista in January 2021
Sivers Semiconductors AB (publ)
The Board of Directors
For more information please contact:
Anders Storm, CEO Sivers Semiconductors
Tel: +46 70 262 6390
E-mail: [email protected]
Sivers Semiconductors is listed on Nasdaq First North Growth Market in Stockholm.
The company’s Certified Adviser is Erik Penser Bank, +46 8 463 83 00, [email protected]