The shareholders of
Due to the coronavirus and in an effort to reduce the spread, the Board of Directors has resolved that the Extraordinary General Meeting will be held without the physical presence of shareholders, representatives and third parties, and that the shareholders will only be able to exercise their voting rights through postal voting in accordance with the instructions specified below. Information regarding the resolutions passed by the Extraordinary General Meeting will be published on
Notification to attend etc.
Shareholders who wish to attend the Extraordinary General Meeting must by postal vote shall
** be recorded in the share register kept by
** notify their intention to participate by submitting their postal vote in accordance with the instructions under the heading "Postal voting" below in such a manner that the Company has received the postal vote by Monday,
To be entitled to participate in the Extraordinary General Meeting, 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 by submitting their postal vote, reregister the shares in their own name so that the shareholders are registered in the share register on the record date on Wednesday,
Postal voting
The Board of Directors has decided that the shareholders may exercise their voting rights only by postal voting, pursuant to Section 22 of the Temporary Exemptions to Facilitate the Execution of General Meeting in Companies and Associations Act (2020:198). A special form is to be used for postal voting. The form is available on the Company's website www.sivers-semiconductors.com. The completed and signed postal voting form may be sent by mail to
The conditions and instructions for postal voting are presented on the form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If such instructions or conditions are included in the postal vote, the vote (meaning the postal vote in its entirety) will be null and void.
Proxies
If shareholders wish to cast their postal vote through a proxy, a written and dated power of attorney signed by the shareholder must be enclosed with the postal voting form. The power of attorney form is available on the Company's websitewww.sivers-semiconductors.com. If the shareholder is a legal entity, a registration certification or an equivalent authorization document must be enclosed along with the form.
Number of shares and votes
As of
Shareholders' right to request information
If a shareholder so requests and the Board of Directors considers it possible without this resulting in material damage to the company, the Board of Directors and the CEO must provide information concerning conditions that could influence the assessment of items on the agenda, information concerning conditions that could influence assessments of the financial condition of the Company or subsidiaries as well as the Company's relationship with another Group company. Requests for such information questions are to be submitted to the Company no later than ten days prior to the General Meeting, that is, no later than Monday,
For information on how personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Proposal for agenda
1. Election of Chairman of the meeting
2. Election of one or two persons to verify the minutes
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Determination as to whether the meeting has been duly convened
6. Resolution to authorise the Board of Directors to resolve on share issues of ordinary shares
7. Determination of the number of board members
8. Election of board members
Proposals
Election of Chairman of the meeting (item 1)
The Board of Directors proposes that
Election of one or two persons to verify the minutes (item 2)
The Board proposes that
Preparation and approval of the voting list (item 3)
For voting list is proposed the voting list prepared by the Company, based on the share register as of
Resolution to authorise the Board of Directors to resolve on an issue in kind of ordinary shares (item 6)
On
With reference to the above acquisition of MixComm, the Board of Directors proposes that the General Meeting authorises the Board of Directors, at one or several occasions during the period until the next Annual General Meeting, to resolve on (i) a share issue in kind of up to 39,405,594 ordinary shares (including up to 70,000 additional ordinary shares to adjust for net debt, if any) as consideration for the acquisition of shares in MixComm and (ii) a set-off share issue of up to 6,993,007 ordinary shares, with deviation from shareholders' preferential rights, to enable payment of additional performance-based consideration in connection with the acquisition of MixComm. The full utilisation of the authorisations will result in a dilution effect of approximately 21.0 percent.
Determination of the number of board members (item 7)
The shareholders
Election of board members (item 8)
The Shareholders propose a new election of
The Shareholders propose that no remuneration shall be paid to the proposed board member.
Information about other board members is available on the Company's website, www.sivers-semiconductors.com.
Documents
Documents according to Chapter 6, section 13 of the Swedish Companies Act (2005:551) will be available for the shareholders at the Company's head office at the address Torshamnsgatan 48 in Kista,
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Kista in
The Board of Directors
For more information please contact:
Tel: +46 70 262 6390
E-mail: anders.storm@sivers-semiconductors.com
For more information visit www.sivers-semiconductors.com
https://news.cision.com/sivers-semiconductors/r/notice-to-attend-extraordinary-general-meeting-of-sivers-semiconductors-ab--publ-,c3435345
https://mb.cision.com/Main/11695/3435345/1482864.pdf
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