SunMirror AG: Invitation to the Ordinary General Meeting of Shareholders of SunMirror AG

[ Report ]

Zug (pta046/26.11.2024/22:27) - SunMirror AG

CHE-395.708.464

General-Guisan-Strasse 6

6300 Zug, Switzerland

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

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

Date: December 18, 2024

Time: 4:00 p.m. CET

Agenda and proposals of the Board of Directors

Agenda items:

* Approval of the management report, the annual financial statements and the consolidated financial statements for the financial year from July 1, 2023 – June 30, 2024, and acknowledgment of the auditors' report
* Consultative vote on the compensation report 2024
* Discharge of the members of the Board of Directors and the persons entrusted with management
* Appropriation of the loss for the financial year from July 1, 2023 – June 30, 2024
* Re-election to the Board of Directors
* Re-election to the Remuneration Committee
* Approval of the compensation of the Board of Directors and the Executive Board
* Re-election of the independent proxy
* Re-election of the auditors
* Full revision of the Articles of Association

Agenda items / proposals:

* Approval of the management report, the annual financial statements and the consolidated financial statements for the financial year from July 1, 2023 – June 30, 2024, and acknowledgment of the auditors' report

Proposal of the Board of Directors:

The Board of Directors proposes that the management report, the annual financial statements and the consolidated financial statements for the financial year from July 1, 2023 – June 30, 2024 be approved, and that the auditors' report be acknowledged.

Explanations:

In accordance with article 698 para. 2 items 3 and 4 of the Swiss Code of Obligations (CO) and article 10 of the Articles of Association, the General Meeting is competent for approving the management report, the consolidated financial statements and the annual financial statements of SunMirror AG. The management report consists of the information on the business and financial performance as well as of fundamental information on SunMirror AG, all included, together with the annual financial statements and the consolidated financial statements, in the annual report 2023/24 which can be found at https://sunmirror.com/investor-relations/financial-statements/. In its audit report to the General Meeting dated October 18, 2024, Ferax Treuhand AG recommends, without qualifications, to approve the annual financial statements and the consolidated financial statements.

* Consultative vote on the compensation report 2024

Proposal of the Board of Directors:

The compensation report 2024 contains the principles governing the compensation paid to the Board of Directors and the Executive Board and it reports on the amounts paid to them during the financial year from July 1, 2023 – June 30, 2024.

The Board of Directors proposes that the compensation report 2024 be approved (non-binding consultative vote).

Explanations:

In accordance with article 735 para. 3 item 4 CO and article 10 of the Articles of Association, the Board of Directors submits the compensation report 2024 to the General Meeting for ratification in a non-binding advisory vote. The compensation report 2024 contains the principles for the compensation of the Board of Directors and the management as well as the information on the compensation paid in the reporting year. In its audit report to the General Meeting dated November 7, 2024, Ferax Treuhand AG expressed the opinion that the compensation report 2024 complies with Swiss law. The compensation report and the audit report can be found at https://sunmirror.com/investor-relations/general-meeting/.

* Discharge of the members of the Board of Directors and the persons entrusted with management

Proposal of the Board of Directors:

The Board of Directors proposes that the (former) members of the Board of Directors and the persons entrusted with management (including the Executive Board) be granted discharge for their activities during the financial year from July 1, 2023 – June 30, 2024.

Explanations:

In accordance with article 698 para. 2 item 7 CO and article 10 of the Articles of Association, it is within the power of the General Meeting to discharge the members of the Board of Directors and the management. By granting discharge, the approving shareholders declare that they will no longer hold the (former) members of the Board of Directors and the management (including the Executive Board) accountable for matters that occurred during the financial year from July 1, 2023 – June 30, 2024 and that were disclosed to the shareholders. Discharge also binds the Company and the shareholders who acquired shares knowing that the General Meeting has approved the motion.

* Appropriation of the loss for the financial year from July 1, 2023 – June 30, 2024

Proposal of the Board of Directors:

The Board of Directors proposes that SunMirror AG's net annual loss of CHF 1,367,232 for the financial year from July 1, 2023 – June 30, 2024 be carried forward to the new account.

Explanations:

According to article 698 para. 2 item 4 CO and article 10 of the Articles of Association, the General Meeting resolves on the appropriation of available earnings or the accumulated loss. The annual financial statements of SunMirror AG for the financial year from July 1, 2023 – June 30, 2024 show that SunMirror AG had a net annual loss in the amount of CHF 1,367,232 for the financial year from July 1, 2023 – June 30, 2024. The loss carryforward of the previous financial year amounts to CHF 16,725,322. After appropriation of the annual loss, the total loss carryforward amounts to CHF 18,092,554.

* Re-election to the Board of Directors

Proposal of the Board of Directors:

The Board of Directors proposes to re-elect Mr. Laurent Quelin as sole member of the Board of Directors, until the end of the next ordinary general meeting of shareholders of SunMirror AG.

Explanations:

In accordance with article 698 para. 2 item 2 CO and article 10 of the Articles of Association, the General Meeting elects individually each member of the Board of Directors.

The current term of office of Mr. Laurent Quelin as member of the Board of Directors will expire at the ordinary general meeting of shareholders to be held on December 18, 2024. Mr. Laurent Quelin stands for re-election as member of the Board of Directors. Laurent Quelin has been a member of the Board of Directors of SunMirror AG since September 30, 2022. His resume can be found under https://sunmirror.com/about-us/directors-and-management/.

* Re-election to the Remuneration Committee

Proposal of the Board of Directors:

The Board of Directors proposes to re-elect Mr. Laurent Quelin as sole member of the Remuneration Committee, until the end of the next ordinary general meeting of shareholders of SunMirror AG.

Explanations:

In accordance with article 698 para. 3 item 2 CO and article 10 of the Articles of Association, the General Meeting elects individually each member of the Remuneration Committee.

The current term of office of Mr. Laurent Quelin as member of the Remuneration Committee will expire at the ordinary general meeting of shareholders to be held on December 18, 2024. Mr. Laurent Quelin stands for re-election as sole member of the Remuneration Committee.

* Approval of the compensation of the Board of Directors and the Executive Board

Proposals of the Board of Directors:

The compensation principles for the members of the Board of Directors and the Executive Board are described in articles 22a et seqq. of the Articles of Association.

* The Board of Directors proposes to approve a maximum aggregate amount of compensation for the members of the Board of Directors of CHF 60,000 (excluding legally required employer contributions to social security) for the period from this ordinary general meeting of shareholders until next year's ordinary general meeting of shareholders of SunMirror AG.

Explanations:

The members of the Board of Directors who are at the same time members of the Executive Board do not receive separate compensation for their directorship. Their compensation is included in the compensation proposals for the members of the Executive Board. For the time being, no separate compensation is paid to any non-executive member of the Board of Directors for their directorship. The Board of Directors, however, considers that the approval of a maximum aggregate amount of compensation for the members of the Board of Directors of CHF 60,000 would offer additional flexibility with respect to the remuneration of any non-executive member(s) of the Board of Directors that a general meeting of shareholders may appoint before next year's ordinary general meeting. The proposed amount is identical to last year's proposal.

* The Board of Directors proposes to approve a maximum aggregate amount of compensation for the Executive Board of CHF 800,000 (including employer contributions to social security and pension plans) for the financial year from July 1, 2025 – June 30, 2026.

Explanations:

The compensation of the members of the Executive Board for the financial year from July 1, 2025 – June 30, 2026 includes cash compensation, equity-based compensation, contributions to social security and pension contributions. The proposed amount provides for a certain buffer to accommodate changes to the composition, tasks and remuneration levels of the members of the Executive Board. The proposed amount is identical to last year's proposal.

* Re-election of the independent proxy

Proposal of the Board of Directors:

The Board of Directors proposes to re-elect Eversheds Sutherland AG, Dr. Michael Mosimann, LL.M., attorney-at-law, Gotthardstrasse 3, 6300 Zug, Switzerland, as independent proxy for a term of office, until the end of the next ordinary general meeting of shareholders of SunMirror AG.

Explanations:

In accordance with article 689c para. 1 and article 698 para. 3 item 3 CO and article 10 of the Articles of Association, the General Meeting elects the independent proxy. The statutory term of office is one year. Eversheds Sutherland AG fulfills the statutory requirements and stands for re-election.

* Re-election of the auditors

Proposal of the Board of Directors:

The Board of Directors proposes to re-elect Ferax Treuhand AG, Letzigraben 89, 8003 Zurich, Switzerland, as auditors for the financial year from July 1, 2024 – June 30, 2025.

Explanations:

In accordance with article 698 para. 2 item 2 CO and article 10 of the Articles of Association, the General Meeting elects the auditors. The term of office is one year. Ferax Treuhand AG fulfills the statutory requirements and stands for re-election.

* Full revision of the Articles of Association

The Board of Directors proposes to fully revise the Company's Articles of Association to reflect the new Swiss corporate law as per the draft attached hereto as Annex 1.

Explanations:

On June 19, 2020, the Swiss parliament approved a revision of Swiss corporate law. The purpose of this is inter alia to improve corporate governance, strengthen the rights of minority shareholders and modernize corporate law in a general way. The new statutory provisions became effective on January 1, 2023. Swiss corporations are required to amend their articles of association to conform to the revised corporate law by the end of 2024.

Against this backdrop, the Board of Directors proposes to fully revise the Articles of Association as per the draft attached hereto as Annex 1 to bring them to the latest standards. As this is a general revision of the Articles of Association, many provisions are reworded without any significant change in substance. The proposed substantive changes are the following:

* Article 4b (Conditional Share Capital for Employee Participation, Financing, Acquisitions and other Purposes)

Currently, the conditional share capital may be used in the context of the exercise of conversion and option rights granted to creditors of new bonds or similar debt instruments issued by the Company under one or more participations plans to be established by the Board of Directors.

The Board of Directors proposes to amend Article 4b to enable the share capital to be increased (i) through the direct or indirect issuance of shares, or through the exercise or mandatory exercise of rights to acquire shares or through obligations to acquire shares, which were granted to or imposed on members of the Board of Directors, members of the Executive Committee, employees, contractors or consultants of the Company or its group companies, or other persons providing services to the Company or its group companies (hereinafter collectively the Participation Plans ), and/or (ii) through the exercise or mandatory exercise of conversion, exchange, option, subscription or other rights to acquire shares or through obligations to acquire shares, which were granted to or imposed on shareholders or third parties alone or in connection with bonds, notes, options, warrants or other securities or contractual obligations of the Company or any of its group companies (hereinafter collectively the Financial Instruments ).

With the extension of the scope of use of the conditional capital to the Participation Plans and the Financial Instruments, the Company would have additional flexibility with respect to its foreseen financing in the near future, and would have additional means to attract new talented employees, board members and executive members.

* Article 6 (Powers of the Shareholders' Meeting)

The new Swiss corporate law has introduced a number of new powers of the general meeting of shareholders. It is therefore proposed to update Article 6 accordingly. Material new powers of the general meeting of shareholders are:

- the authority to approve a dividend distribution on the basis of interim financial statements (item no. 7 of Article 6);

- any delisting of the Company's shares from a stock exchange would require the approval of a qualified majority of two-thirds of the votes and the absolute majority of the nominal value of the shares, each as represented at the general meeting of shareholders (item no. 11 of Article 6 and item no. 9 of Article 13).

* Article 7 (Ordinary and Extraordinary Shareholders' Meeting)

Under the new Swiss corporate law, shareholders who hold, alone or together with other shareholders, shares representing at least 5 percent of the share capital or votes, have a right to request the board of directors to call an extraordinary general meeting. The proposed amendment to Article 7 para. 2(c) references this statutory right expressly.

* Article 8 (Notice)

Prior to the effectiveness of the new Swiss corporate law, convening the annual general meeting of shareholders required that companies give shareholders written notice that the Company's annual report, its financial statements and the audit reports thereon were available for inspection at the company's registered office. Under the new corporate law, this written notice requirement no longer applies. Furthermore, the content of the invitation to a shareholder meeting has been expanded. The new Article 8 reflects these changes.

* Article 9 (Agenda)

Under the new Swiss corporate law, shareholders who together hold at least 0.5 percent of the share capital or votes may request that an item be placed on the agenda.

* Article 10 (Venue)

This article allows the Board of Directors, according to the new Swiss corporate law, to hold the shareholders' meetings at different locations at the same time and/or for shareholders, who are not present at the venue(s) of the meeting, to exercise their rights electronically. Moreover, this article enables the Board of Directors to decide that the shareholders' meeting be held electronically without a venue.

* Article 11 (Chairperson, Vote Counters, Minutes)

This article provides some detail on the identity and the responsibilities of the (acting) chair of the shareholders' meeting, the minute keeper and the vote counter(s). The articles of association also specifies that the resolutions and election results are to be made available electronically within 15 calendar days after the shareholders' meeting, stating the exact proportion of votes.

* Article 13 (Resolutions, Elections)

The new Swiss corporate law has introduced a number of new resolutions that require a qualified majority of at least two thirds of the votes and an absolute majority of the nominal value of shares, each as represented at the general meeting, to be adopted. Article 13 para. 2 replicates the relevant provisions of the Swiss Code of Obligations. A qualified majority is required, in particular, for the following resolutions:

- the combination of shares;

- the introduction of a capital range;

- the change of currency of the share capital; and

- the delisting of the Company's equity securities.

Furthermore, Article 13 para. 3 allows the chair of the shareholders' meeting to determine whether votes and elections are to be carried out openly, in writing or electronically. Furthermore, he can order a vote or election to be repeated if, in his opinion, there are doubts regarding the result of the vote. Finally, Article 13 para. 4 stipulates that if the minimum number of board members as per Article 14 is not reached after the first ballot, the chairman of the meeting must order a second ballot in which the relative majority of the votes cast will decide.

* Article 17 (Reimbursement of Expenses)

This article states that the members of the Board of Directors are entitled to the reimbursement of all expenses incurred in the interest of the Company.

* Article 18 (Convening of Meetings, Resolutions, Minutes)

The articles of association now regulate the basic principles of the organization of the Board of Directors, in particular regarding the convening of meetings, quorums, the adoption of resolutions and the keeping of minutes.

* Article 19 (Powers of the Board of Directors)

The new Swiss corporate law has amended the catalog of powers of the Board of Directors. Article 19 has replicated the provisions of the Swiss Code of Obligations regarding such powers, and it is therefore proposed to update Article 19 to align it with the new Swiss corporate law. The newly-mentioned powers include:

- the power to adopt resolutions regarding changes to the share capital and the change of currency, insofar as this is within the authority of the Board of Directors;

- non-transferable and inalienable duties assigned to the Board of Directors under the Merger Act; and

- the notification of the court in the event of the application for a debt-restructuring moratorium.

* Article 23 (Duties and Powers [ of the Remuneration Committee ] )

This article sets out the main principles governing the powers and organization of the remuneration committee.

* Article 26 (Supplementary Amount for Changes to the Executive Committee)

This article allows the Company to pay an additional amount to new members of the Executive Committee if the maximum total amount of compensation approved by the shareholders' meeting is insufficient to compensate such members during the current compensation period. This additional amount may not exceed 40% of the most recently approved total maximum compensation amount for the Executive Committee.

* Article 27 (Compensation of the members of the Board of Directors and the Executive Committee)

Article 27 sets forth the general principles applicable to the compensation of the members of the Board of Directors and the Executive Committee, in particular in relation to the nature of the compensation of the executive and non-executive members of the Board of Directors, the performance metrics applicable to the short-term and long-term compensation elements and the form of compensation.

* Article 28 (Agreements with Members of the Board of Directors and the Executive Committee)

Article 28 sets out the principles for contracts with members of the Board of Directors and the Executive Committee.

* Article 29 (Mandates Out-side of the Group)

Article 29 provides details on the maximal number of additional mandates that the members of the Board of Directors and the Executive Committee may hold in other (listed and non-listed) companies. It also specifies which mandates are not subject to this restriction.

* Article 34 (Jurisdiction)

Article 34 provides that the exclusive place of jurisdiction for all disputes arising out of or in connection with the corporate relationship is at the registered office of the Company.

Moreover, certain provisions have been deleted from the articles of association, as they were either no longer relevant and/or the topics covered thereunder are already adequately addressed in the Swiss Code of Obligations (CO). These include in particular the following provisions:

* (Former) Article 5 on the conversion of shares;
* (Former) Article 6 on the list of corporate bodies;
* (Former) Article 9 on the universal meeting (see article 701 CO); and
* (Former) Article 19 on the attendance of the board members.

The figures contained in Articles 4, 4a and 4b of the new proposed articles of association assume that no new bearer shares will be issued out of the Company's conditional share capital and/or capital range between the date hereof and (including) the date of registration of the new proposed articles of association in the commercial register. If new bearer shares are issued out of the Company's conditional share capital and/or capital range, the figures referred to in Articles 4, 4a and 4b will be adjusted accordingly.

* * *

Availability of Documents

The management report, the annual financial statements and the consolidated financial statements of SunMirror AG for the financial year from July 1, 2023 – June 30, 2024, as well as the related auditors' report, are available for inspection by the shareholders at the seat of the Company. They are also available electronically under https://sunmirror.com/investor-relations/financial-statements/.

The compensation report for the financial year from July 1, 2023 – June 30, 2024 is available for inspection by the shareholders at the seat of the Company and electronically under https://sunmirror.com/investor-relations/general-meeting/.

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. Martina Frick

Stadelhoferstrasse 22

8001 Zurich

Switzerland

E-mail: martina.frick@eversheds-sutherland.ch

via mail or as email attachment, no later than December 13, 2024, at 5:00 p.m. CET (receipt by mail no later than December 13, 2024, at 5:00 p.m. CET), 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 December 19, 2024, at 00:01 a.m. CET.

Registration forms reaching the Company's independent proxy after December 13, 2024, at 5:00 p.m. CET, will not be taken into consideration.

Zug, November 26, 2024

On behalf of the Board of Directors

Laurent Quelin

Annex 1 – New Proposed Articles of Association of SunMirror AG

[ separate document ]

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