ABOUT SONO GROUP N.V.
FORWARD-LOOKING STATEMENTS
This press launch comprises sure “forward-looking statements” throughout the which means of the Non-public Securities Litigation Reform Act of 1995, Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Trade Act of 1934, as amended. Such forward-looking statements embrace, however aren’t restricted to, statements relating to the cessation of funding to Sono Motors GmbH and exit from the Firm’s legacy photo voltaic operations, together with their timing and the prices, expenses and money expenditures the Firm could incur in consequence; the consummation of transactions as a part of the Treasury Technique, together with their timing and the anticipated money move and the usage of proceeds therefrom; the receipt of any required shareholder approvals; the projected operational and monetary efficiency of the Firm and its subsidiaries, together with the Firm following implementation of the Treasury Technique and Sono Motors GmbH; the Firm’s product choices and developments and enterprise plans, together with the selections to stop funding to Sono Motors GmbH and exit the legacy photo voltaic enterprise and to pursue the Treasury Technique; and the Firm’s expectations, hopes, beliefs, intentions, plans, prospects or methods relating to the longer term income and the enterprise plans of the Firm’s administration group, together with the pursuit of the Treasury Technique. Any statements contained herein that aren’t statements of historic reality could also be deemed to be forward-looking statements. As well as, any statements that seek advice from projections, forecasts, or different characterizations of future occasions or circumstances, together with any underlying assumptions, are forward-looking statements. The phrases “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” and comparable expressions could establish forward-looking statements, however the absence of those phrases doesn’t imply {that a} assertion just isn’t forward-looking. The forward-looking statements contained on this press launch are primarily based on sure assumptions and analyses made by the administration of the Firm contemplating their respective expertise and notion of historic traits, present circumstances, and anticipated future developments and their potential results on the Firm in addition to different elements they consider are applicable within the circumstances. There might be no assurance that future developments affecting the Firm will likely be these anticipated. These forward-looking statements contain various dangers, uncertainties (a few of that are past the management of the events), or different assumptions that will trigger precise outcomes or efficiency to be materially completely different from these expressed or implied by these forward-looking statements, together with the timing, nature and quantity of any prices, expenses or money expenditures incurred by the Firm in reference to the cessation of funding to Sono Motors GmbH and exit from the Firm’s legacy photo voltaic operations; the consummation and timing of any transactions as a part of the Treasury Technique, and the money move to the Firm therefrom; the incidence of any uncured occasion of default or any occasion, change or different circumstance that might give rise to the termination of the Firm’s ISDA Grasp Settlement regarding the Treasury Technique; the result of any authorized proceedings that could be instituted towards the Firm; dangers related to the Treasury Technique changing the present plans and operations of the Firm together with the legacy photo voltaic operations; potential difficulties in worker retention on account of the Treasury Technique; whether or not the Firm will be capable of preserve compliance with the continued itemizing requirements of The Nasdaq Inventory Market LLC or adjust to the preliminary itemizing requirements of one other nationwide securities change; the power of the Firm to service or in any other case pay its debt obligations; market acceptance of the Firm’s product choices; that the Firm may have adequate capital to function as anticipated; the demand for the Firm’s merchandise; and international provide chains and legislative, regulatory and financial developments normally. Ought to a number of of those dangers or uncertainties materialize or ought to any of the assumptions being made show incorrect, precise outcomes could fluctuate in materials respects from these projected in these forward-looking statements. The Firm undertakes no obligation to replace or revise any forward-looking statements, whether or not due to new info, future occasions, or in any other case, besides as could also be required below relevant securities legal guidelines.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In reference to the solicitation of the ratification by the Firm’s shareholders of the engagement by the Firm within the Treasury Technique, the Firm intends to file with the Securities and Trade Fee (the “SEC”) a proxy assertion on Schedule 14A (the “Proxy Statement”) regarding a unprecedented basic assembly of the Firm’s shareholders to be held for the aim of ratifying the Firm’s engagement within the Treasury Technique (the “Special Meeting”). This press launch just isn’t an alternative choice to the Proxy Assertion or every other doc that the Firm could file with the SEC or ship to the Firm’s shareholders in reference to the Particular Assembly. This press launch doesn’t comprise all the info that needs to be thought of in respect of the issues to be observed for the Particular Assembly within the Proxy Assertion, and extra info will likely be set forth within the Proxy Assertion when it turns into out there. Shareholders of the Firm are urged to learn all related paperwork filed with the SEC, together with the Proxy Assertion, in addition to any amendments or dietary supplements to those paperwork, fastidiously after they change into out there. Promptly after submitting its definitive Proxy Assertion with the SEC, the Firm will mail the definitive Proxy Assertion and a proxy card to every shareholder of the Firm entitled to vote on the Particular Assembly as of a file date to be established for voting on the Particular Assembly.
Shareholders might also acquire a replica of the Proxy Assertion, in addition to different paperwork filed by the Firm with the SEC with out cost, on the SEC’s web site positioned at www.sec.gov. As well as, shareholders could acquire a free copy of the Firm’s filings with the SEC from the Firm’s web site at https://ir.sonomotors.com/.
PARTICIPANTS IN THE SOLICITATION
The Firm and its administrators, govt officers, staff and different individuals could also be deemed to be individuals within the solicitation of proxies from the Firm’s shareholders in reference to the Particular Assembly below SEC guidelines. Shareholders could acquire extra detailed info relating to the names, affiliations and pursuits of the Firm’s govt officers and administrators within the solicitation by studying the Firm’s Annual Report on Type 10-Okay for the fiscal yr ended December 31, 2024, as filed with the SEC on April 17, 2025, the Firm’s proxy assertion on Schedule 14A filed with the SEC on July 24, 2025 in reference to its 2025 annual basic assembly of shareholders, and the Proxy Assertion when it turns into out there.
NO SOLICITATION
This press launch shall not represent a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the issues to be observed within the definitive Proxy Assertion when it turns into out there.
CONTACT SONO GROUP N.V.
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