#Sweden #Kista #Sivers Semiconductors #stock options #Bami Bastani

Sivers Semiconductors AB Annual General Meeting Bulletin

On May 28, 2025, Sivers Semiconductors AB (publ) conducted its Annual General Meeting (AGM), presenting a series of significant decisions that will shape the company’s governance and financial strategy. One of the primary corrections made in the meeting was related to the remuneration of the Board of Directors, as noted in a recent announcement. Apart from that, the meeting's results remained largely unchanged from prior communications.

Key Resolutions

Among the core resolutions taken during the AGM was the approval of the annual report and auditor’s report. The attendees acknowledged the profit and loss statement for the parent company and the group, alongside the balance sheet. Notably, the AGM decided not to distribute dividends for the financial year 2024, opting instead to discharge the CEO and board members from liability.

Election of Board Members

The meeting also addressed the important matter of the Board of Directors' composition. Bami Bastani was re-elected as the Chairman, with Tomas Duffy continuing as the Vice Chairman. Other board members retaining their positions include Erik Fällström, Karin Raj, Todd Thomson, and Keith Halsey.

In terms of remuneration, the board members' compensation was set as follows:

• - Chairman: SEK 1,050,000
• - Vice Chairman: SEK 600,000
• - Other Board Members: SEK 350,000 each
• - Audit Committee Chairman: SEK 100,000
• - Other Audit Committee Members: SEK 50,000 each
• - Investment Committee Chairman: SEK 60,000
• - Other Investment Committee Members: SEK 30,000 each
• - Remuneration Committee Chairman: SEK 50,000
• - Other Remuneration Committee Members: SEK 25,000 each

Additionally, the company has committed to ensuring that the Chairman of the Board is covered by US health insurance, emphasizing the company's support for its board members’ well-being.

Auditor Election

Deloitte AB, with authorized public accountant Alexandros Kouvatsos as auditor-in-charge, was re-elected to oversee the company's financial oversight for the forthcoming period, with fees based on approved invoices.

New Remuneration Guidelines and Incentive Programs

A significant portion of the meeting was dedicated to discussing new remuneration guidelines for senior executives, which will remain in effect until further updates are made. Further, the AGM introduced a long-term incentive program (P10), designed for employees in the United States, Scotland, Sweden, and India. This program comprises stock options aimed at enhancing employee performance and engagement.

• - P10 Details: The program will consist of a maximum of 11,100,000 stock options, amounting to roughly 4.1% of the company's share capital upon dilution.
• - Performance Criteria: For European participants, stock options will be tied to performance criteria linked to the Compound Annual Growth Rate (CAGR) in the semiconductor sector, where a growth rate of 7.64% is currently forecasted.

Series C Shares Authority

The AGM granted the Board of Directors the authority to issue up to 11,100,000 new Series C shares until the next AGM, subject to deviations from shareholders' preferential rights. This strategic move aims to facilitate the allocation of shares for existing incentive programs and manage liquidity for social security charges.

Share Repurchase and Transfer

Another resolution involved the authorization for the Board to conduct repurchases of Series C shares. These acquisitions would ensure the delivery of shares from the existing incentive programs, while also addressing social security obligations.

Moreover, the Board is permitted to transfer its own ordinary shares to cover social security costs related to the incentive programs, further demonstrating Sivers' commitment to maintaining a robust financial structure.

Conclusion

The AGM concluded with several resolutions, reflecting Sivers Semiconductors' commitment to enhancing governance, fostering a positive work culture, and ensuring financial transparency. Stakeholders can look forward to the company's continued development within the semiconductor industry, supported by a competent Board of Directors and strategic incentive programs. For more details about Sivers Semiconductors, visit their website.