SunMirror AG — Proxy Solicitation & Information Statement 2023

Jun 12, 2023

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Publication: 12.06.2023 22:03
Source: https://www.pressetext.com/news/20230612050
Keywords: Hauptversammlung

Shareholders' meeting according to article 107 section 3 AktG

SunMirror AG: Invitation to an Extraordinary General Meeting of Shareholders

Zug (pta/12.06.2023/22:03 UTC+2)

Invitation to an Extraordinary General Meeting of Shareholders

of

SunMirror AG (the Company)

SunMirror AG

CHE-395.708.464

General-Guisan-Strasse 6

6300 Zug, Switzerland

Information on the Extraordinary General Meeting of Shareholders (the General Meeting)

Location: Homburger AG, Prime Tower, Hardstrasse 201, 8005 Zurich, Switzerland

Date: July 5, 2023

Time: 17.00pm CEST

Agenda and proposal of the Board of Directors

Agenda item:

1. Election of auditors

Agenda item / proposal:

1. Election of auditors

Proposal of the Board of Directors:

The Board of Directors proposes to elect Ferax Treuhand AG, Letzigraben 89, 8003 Zurich, Switzerland, as the Company's new auditors for the financial year from July 1, 2022 – June 30, 2023.

Explanations:

At the Company's annual general meeting of shareholders held on December 23, 2022, Deloitte AG, Pfingstweidstrasse 11, 8005 Zurich, Switzerland, was re-elected as auditors for the financial year from July 1, 2022 – June 30, 2023. In the context of the Board of Directors' efforts to lower audit costs and the acquisition of Latitude 66 Cobalt Limited not proceeding, Deloitte AG has resigned as the Company's auditors.

As a publicly listed company, the Company is subject to the ordinary audit requirement of art. 727 para. 1 of the Swiss Code of Obligations (CO), to be performed by an audit firm under state oversight. To comply with Swiss law, the

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Company needs to appoint new auditors to replace Deloitte AG.

The Board of Directors proposes to elect Ferax Treuhand AG, Letzigraben 89, 8003 Zurich, Switzerland, as the Company's new auditors for the financial year from July 1, 2022 – June 30, 2023. Deloitte AG has offered to assist in facilitating an orderly transition to the Company's newly appointed auditors.

Ferax Treuhand AG is an audit firm under state oversight and has accepted its mandate as the Company's new auditors, subject to its election by the shareholders.

According to art. 10 para. 2 of the Company's Articles of Association and art. 698 para. 2 no. 2 CO, the General Meeting of Shareholders is competent for election of the auditors.

Registration forms, admission cards and voting / proxy

Shareholders who wish to attend the General Meeting either by themselves or by proxy can obtain their admission cards by submitting their registration forms as per the below requirements. Shareholders may otherwise appoint the Company's independent proxy to represent them at the General Meeting and to vote in accordance with their instructions as per their registration forms. The registration form required for the exercise of the voting rights by the shareholders may be requested from the Company or downloaded from the following website: https://sunmirror.com/investor-relations/general-meeting/.

The duly signed registration form must reach the Company's independent proxy

Eversheds Sutherland AG

Attn. Ms. Isolda Zobrist

Stadelhoferstrasse 22

8001 Zurich

Switzerland

E-mail: isolda.zobrist@eversheds-sutherland.ch

via mail or as email attachment, no later than July 3, 2023, at 14:00pm CEST (receipt by mail no later than July 3, 2023, at 14:00pm CEST), together with the following supporting documents:

• a copy of a piece of identification;
• if the shareholder is a legal entity, evidence of signing authority of the individual(s) who sign(s) this registration form; and
• a current account statement (evidence of share ownership) issued by the custodian bank holding the shares, which statement must confirm that the custodian bank has been instructed – and has agreed to comply with such instruction – that no transfer of shares may be effected until July 6, 2023, at 00:01am CEST.

Registration forms reaching the Company's independent proxy after July 3, 2023, at 14:00pm CEST, will not be taken into consideration.

Zug, Switzerland, June 12, 2023

On behalf of the Board of Directors

Laurent Quelin

Emitter: SunMirror AG

General-Guisan-Strasse 6

6300 Zug

Switzerland

Contact Person: Alexander Schmitt-Geiger

Phone: +49 89 51399600

E-Mail: info@sunmirror.ch

Website: www.sunmirror.ch

ISIN(s): CH0396131929 (Share)

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Stock Exchange(s): Official Trade in Vienna
Other Stock Exchange: Freiverkehr in Berlin, Düsseldorf, Frankfurt, München, Stuttgart

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