Sivers Semiconductors Sets October Vote on Auditor Swap and 6.1% Options Overhang Ahead of Planned US Listing

Sivers shareholders vote 22 October on replacing Deloitte with EY and a 7.28M options programme, as the chipmaker eyes a US dual listing by H1 2027.

Shareholders of the Swedish semiconductor specialist are being asked to sign off on a governance overhaul that would reshape both the company's cap table and its reporting framework, with an extraordinary general meeting now locked in for the afternoon of 22 October in Stockholm.

At the top of the agenda sits the nomination committee's proposal to replace Deloitte with EY as auditor, ending a ten-year engagement. The company frames the rotation as more than a routine governance exercise: it is intended to align Sivers with international standards ahead of a possible dual listing in the United States, a process management expects to complete in the first half of 2027. A decade is a long run for any audit relationship, and the switch signals how seriously the board is treating the transatlantic ambitions.

Options Programme P11 and the Dilution Math

The more contentious item is the proposed employee options programme P11, which would grant up to 7,280,000 options, each carrying the right to subscribe for one ordinary share. Measured against the outstanding share capital, that equates to roughly 2.0% dilution. Layered on top of the 15,929,025 options already outstanding from earlier programmes, the maximum potential overhang reaches about 6.1% — the figure shareholders should treat as the true measure of future dilution risk.

The programme is aimed at staff in the US, Scotland, Sweden, India and China, reflecting the geographic spread of a business that now competes for engineering talent on a global stage. Exercise is possible no earlier than three years after allotment and no later than the sixth anniversary of that date, with the strike price set at 110% of the volume-weighted average price over the five trading days preceding allotment. In other words, participants only profit once the stock clears that threshold, and they must stay for the long haul to realise anything at all.

What the programme does not include is any operational performance condition. Vesting rests solely on continued employment, without milestones tied to revenue, margin or technology readiness. That omission is the crux of the debate: holders must decide whether pure retention justifies the dilution, particularly if the industry cycle sours and the share count expands without matching operational progress.

To service the allotments, the meeting will also be asked to authorise the issue of up to 7.28 million Series C shares, convertible into ordinary shares at a later stage. Separately, mandates for C-shares are to be approved to cover social security contributions. Implementation of P11 hinges directly on these authorisations.

The Bull Case Rests on a US Footprint

For optimists, the resolutions are the groundwork for a New York listing that would widen Sivers' visibility and open the door to a broader pool of specialist technology investors. The auditor change fits that narrative neatly, as does the multi-year horizon embedded in the option terms.

Yet the US venue is far from guaranteed. A dual listing demands substantial regulatory preparation and depends on market conditions next year. Should the project stall or slip, the company would be left carrying higher compliance costs and its existing option commitments without gaining access to the American investor base.

Share Count, Deadlines and Market Context

Total share capital stands at 356,740,332 shares and votes, with 12,872,916 treasury shares carrying no voting rights at the meeting.

The calendar is tight. The record date for entry in the share register is 14 October, notification and postal voting close on 16 October, and the final vote takes place at the meeting on 22 October.

The stock closed at EUR 2.82 in the prior session and was trading at EUR 2.83 intraday, leaving it up roughly 625–627% since the start of the year. Even so, the shares sit about 72% below their 52-week high — a reminder that the organisational groundwork for a dual listing is being laid against a backdrop of considerable price volatility.

As long as the first-half 2027 listing target holds and confidence in management remains intact, investors will likely tolerate the capital expansion. Should sentiment on dilution shift, or should institutional holders mount meaningful resistance to a programme without performance hurdles, the board's proposal could meet real headwinds.