Sivers Semiconductors : Notice to attend Sivers Semiconductors AGM 25 May, 2023

Press Release

Kista, 26 April, 2023

Notice to attend the Annual General Meeting of Sivers Semiconductors AB (publ)

The shareholders of Sivers Semiconductors AB (publ) (the "Company"), reg. no. 556383-9348, are hereby invited to attend the Annual General Meeting to be held on Thursday, 25 May 2023 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 Annual General Meeting must

• be recorded in the share register kept by Euroclear Sweden AB no later than on Tuesday, 16 May 2023; and
• notify the Company their intention to participate no later than Friday, 19 May 2023, via mail to the address Setterwalls Advokatbyrå AB, att: Anna Barnekow, Box 1050, 101 39 Stockholm or via e-mail [e-mail]. The notification shall state name, personal identification number/ company registration number, daytime telephone number, number of shares held and proxies if applicable.

To be entitled to participate in the Annual General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Annual General Meeting, reregister the shares in their own name so that the shareholders are registered in the share register on the record date on Tuesday, 16 May 2023. 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 Friday, 19 May 2023, are considered when preparing the share register.

Proxies

If shareholders wish to attend 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 authorization document must be enclosed along with the notification.

Number of shares and votes

As per 26 April 2023, there are a total of 234,649,894 shares in the Company, comprising 233,549,894 ordinary shares and 1,100,000 shares of class C, corresponding to in total 233,659,894 votes. The Company owns 1,959,950 ordinary shares and 1,100,000 Series C shares, which may not be represented at the Annual General Meeting.

Sivers Semiconductors AB (publ)	Tel: [phone]
Torshamnsgatan 48	[e-mail]
SE-164 40 Kista	www.sivers-semiconductors.com

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

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. Address by the CEO
7. Presentation of the annual report and the auditor's report as well as the consolidated annual report and the consolidated auditor's report
8. Resolution on
9. 1. adoption of the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and the consolidated balance sheet
   2. appropriation of the Company's profit or loss as set forth in the adopted balance sheet
   3. discharge of the Board members and the CEO from liability
10. Determination of number of Board members and auditors
11. Determination of fees for Board members and auditors
12. Election of Board members and Chairman of the Board of Directors
13. Election of auditor
14. Resolution on approval of remuneration report
15. Resolution on a long-term incentive program
16. Resolution to authorise the Board of Directors to resolve on directed issue of Series C shares and hedging measures in the form of repurchase and transfer own shares
17. Resolution on authorisation for the Board of Directors to resolve on issues of shares and/or convertible bonds

Proposals by the Nomination Committee

The Nomination Committee has consisted of Joachim Cato, Chairman of the Nomination Committee, representing Erik Fällström via company, Todd Thomson, representing Kairos Ventures, Monica Åsmyr, representing Swedbank Robur Fonder AB as well as Tomas Duffy, Chairman of the Board of Directors of Sivers Semiconductors AB.

Election of Chairman of the meeting (item 1)

The Nomination Committee proposes that Advokat Jörgen S. Axelsson is elected as Chairman of the Meeting.

Determination of number of board members and auditors (item 9)

The Nomination Committee proposes that the Board of Directors shall consist of five Board members elected by the General Meeting without deputies. The Nomination Committee also proposes that the Company shall have one registered auditing company as auditor.

Sivers Semiconductors AB (publ)	Tel: [phone]
Torshamnsgatan 48	[e-mail]
SE-164 40 Kista	www.sivers-semiconductors.com

Determination of fees for Board members and auditors (item 10)

The Nomination Committee proposes that the total remuneration for the Board of Directors shall amount to SEK 2,520,000 of which SEK 1,050,000 shall be paid to the Chairman of the Board of Directors and SEK 350,000 shall be paid each to of the other members of the Board elected by the General Meeting. The proposed member Todd Thomson waive Board remuneration. The Nomination Committee also proposes that the following remunerations shall be paid for work in the Board of Director's committees:

Audit Committee: SEK 100,000 annually to the Chairman and SEK 50,000 annually to other members,

Investment Committee: SEK 60,000 annually to the Chairman and SEK 30,000 annually to other members, and

Remuneration Committee: SEK 50,000 annually to the Chairman and SEK 25,000 annually to other members. The Nomination Committee proposes that the audit fees shall be paid in accordance with approved invoices.

Election of board members and Chairman of the Board of Directors (item 11)

As members of the Board of Directors until the end of the next Annual General Meeting, the Nomination Committee proposes re-election of Tomas Duffy, Erik Fällström, Lottie Saks, Todd Thomson and Beth Topolovsky. Ingrid Engström has declined re-election.

The Nomination Committee also proposes re-election of Tomas Duffy as the Chairman of the Board of Directors.

Information regarding the other proposed Board of Directors is available on the Company's website, www.sivers-semiconductors.com.

Election of auditor (item 12)

The Nomination Committee proposes in accordance with the Remuneration Committees proposal to re-elect Deloitte AB as auditor with authorised public accountant Zlatko Mehinagic as auditor in charge for the audit.

Proposals by the Board of Directors

Resolution on appropriation of the Company's profit or loss as set forth in the adopted balance sheet (item 8 b)

The Board of Directors proposes that the Annual General Meeting shall resolve not to distribute any dividends for the financial year 2022 and the distributable profits are carried forward.

Resolution on approval of remuneration report (item 13)

The Board of Directors proposes that the Annual General Meeting resolves to approve the Board's report on remuneration in accordance with Chapter 8, Section 53 a of the Swedish Companies Act (2005:551).

Resolution on a long-term incentive program (item 14)

For the purpose of improving the opportunity for retaining and recruiting competent personnel to the Sivers Semiconductors-Group (the "Group") and increasing the motivation amongst the employees, the Board of Directors proposes that the Annual General Meeting resolves to introduce an incentive program (the "P08") for employees of the Group. P08 can be allotted to employees in the United States, Scotland and Sweden. Board members who are not employed by the Group shall not be entitled to participate in P08.

Sivers Semiconductors AB (publ)	Tel: [phone]
Torshamnsgatan 48	[e-mail]
SE-164 40 Kista	www.sivers-semiconductors.com

General

P08 consists of stock options intended for the employees of the Group employed in Sweden and abroad (the "Stock Options"). Participants in the Group's latest option program, P07, shall only be able to receive new Stock Options if previous stock options according to P07 are returned to the Company. The reason why stock options according to P07 shall be returned is that the price for acquiring shares in the program is significantly higher than the market value of the shares and no longer constitutes an incentive for the participants.

To implement the P08 in a cost-effective and flexible manner, the Board of Directors proposes that the obligations of the Company to deliver shares under the Stock Options are secured by an authorization for the Board of Directors to resolve upon issue, repurchase and transfer of shares of series C according to item 15 below, which thereafter can be converted into ordinary shares. Therefore, a resolution according to this item 14 shall be conditional on the Annual General Meeting also resolving in accordance with item 15 below.

Dilution effects

The Board of Directors proposes that the P08 shall consist of a maximum of 4,300,000 new Stock Options entitling to purchase of the same number of shares in the Company, corresponding to approximately 1.8 per cent of the share capital and votes in the Company after dilution. In addition, there are 2,095,000 stock options according to the Group's latest option program P07, corresponding to approximately 0.9 percent of the share capital and votes in the Company after dilution, that must be returned to the Company in order to entitle to Stock Options. The Company current share based incentive programs for employees of the Group are described in the Annual Report for 2022, Note 28. In total, the proposed P08 and the previous outstanding incentive programs corresponds to a dilution of not more than approximately 5.5 per cent of the share capital and votes of the Company after dilution.

Performance conditions

The final number of Stock Options that the CEO, Group management and other participants in Europe are eligible to exercise depends on the degree of fulfilment in respect of the performance conditions for the Group. The performance condition for P08 is based on the average growth of the Group's net sales for the financial years 2023, 2024 and 2025. The target levels (minimum and maximum) for the performance condition is described in the table below. If the minimum level of performance condition is achieved, the participant may exercise 10 percent of the options and if the maximum level is achieved the participant can exercise all the options. Within the target levels of the respective performance conditions, a linear calculation of the outcome shall be made. If the minimum level of performance is not achieved, no options can be exercised for the relevant performance condition.

Performance conditions	Minimum level	Maximum level
Average growth in net sale for 2023-2025	10 percent	70 percent

Stock Options granted to participants in the US shall not be subject to performance conditions.

Distribution of the Stock Options

Stock Options can only be allotted to the Group's current and future employees as set out below:

Sivers Semiconductors AB (publ)	Tel: [phone]
Torshamnsgatan 48	[e-mail]
SE-164 40 Kista	www.sivers-semiconductors.com

Category		Maximum number of	Number of
		options	employees in the
			relevant category
CEO		450,000	1
Others in the Group Management		300,000	3
Sales staff in the US		400,000	2
Development staff in the US		70,000	15
Development and sales staff in Europe		50,000	32

The options shall be granted to the participants free of charge and may not be transferred or pledged. The options are vested after three years from the date of grant of the options, i.e. the participant must remain employed within the Group for three years in order for all options to vest.

Depending on the fulfilment of the performance condition of the Group as described above, each Stock Option entitles the employee to acquire one share of Sivers Semiconductors during the period 1 July 2026 to 30 June 2028 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.

Conversion due to split, aggregation, new issue etc

The exercise price and the number of shares that each Stock Option entitle to purchase shall be recalculated in the event of a share split, reverse share split, preferential share issue, extraordinary dividend, etc. in accordance with Swedish market practice.

Overall Terms

Within the framework of the resolved terms and conditions and guidelines, the Board of Directors shall be responsible to prepare the more detailed terms and conditions of P08.

The Board of Directors shall have the right to make adjustments in P08 if significant changes occur within the Group's structure or in its market, which means that the terms and conditions for exercising the Stock Options are no longer appropriate. Furthermore, for special reasons, the Board of Directors may decide to (i) in addition to the highest number of options per participants as set out above, allocate options in connection with recruitment of personnel on a new geographic market, and (ii) options may be retained and utilised, as applicable, despite the termination of employment within the Group, for example due to illness.

Expenses for P08

The Stock Options are expected to result in tax at employment income rates for the participants and will be accounted for in accordance with IFRS 2, which stipulates that the Stock Options will be recorded as personnel expenses during the vesting period.

Preparation of the proposal

P08 has been prepared by the Board of Directors together with external advisors. P08 has been reviewed by the Board of Directors during spring 2023.

The rationale for the proposal

The rationale for the proposal for P08 is to improve the conditions for retaining and recruiting competent personnel to the Group and increasing the motivation of the employees. Furthermore, more visible opportunities are established for long-term participation in the Group's operations and in reaching the

Sivers Semiconductors AB (publ)	Tel: [phone]
Torshamnsgatan 48	[e-mail]
SE-164 40 Kista	www.sivers-semiconductors.com