Sono Group N.V.
For the period ended Aug 13, 2025. Filed Jul 24, 2025.
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Aug 13, 2025 · Filed Jul 24, 2025
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DEF 14A 1 def14a_072125.htm DEFINITIVE PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
| SONO GROUP N.V. | |
| (Name of Registrant as Specified in Its Charter) | |
| N/A | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
July 24, 2025
Dear Shareholders:
You are cordially invited to attend our 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) at 2:00 p.m. Central European Summer Time, on August 13, 2025, at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands.
The Notice of Annual General Meeting of Shareholders and the Proxy Statement accompanying this letter describe the matters to be presented at the 2025 Annual Meeting. Shareholders of record and holders of valid proxies may submit questions regarding the agenda items ahead of the 2025 Annual Meeting. Questions must be delivered to ir@sonomotors.com no later than 12:00 p.m. Central European Summer Time on August 6, 2025. Members of our Management Board will try to answer these questions during the 2025 Annual Meeting. The answers to shareholder questions will be included in the minutes of the 2025 Annual Meeting, which will be published on the Company’s website (https://sonomotors.com) as soon as possible after the 2025 Annual Meeting.
Your vote is very important. Whether or not you plan to attend the 2025 Annual Meeting and regardless of the number of shares you hold, please carefully review the accompanying proxy materials and cast your vote. You may vote your shares over the Internet, by telephone or by completing, signing, dating, and mailing the accompanying proxy card in the return envelope no later than 12:00 p.m. Central European Summer Time on August 6, 2025. If you mail the proxy card within the United States, no additional postage is required. Submitting your vote online, by telephone or by proxy card will not affect your right to vote in person if you decide to attend the 2025 Annual Meeting, provided that you have notified us of your intention to attend the meeting no later than 12:00 p.m. Central European Summer Time on August 6, 2025. If your shares are held in street name (i.e., held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares and you will have the option to cast your vote in the manner provided in the voting instructions. To be sure that your vote is received in time, I urge you to promptly cast your vote by your choice of available means.
Thank you for your support.
Sincerely,
/s/ George O’Leary
George O’Leary
Chief Executive Officer and Managing Director
Sono Group N.V.
Waldmeisterstraße 93, 80935
Munich, Germany
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held Wednesday, August 13, 2025
Notice is hereby given that the 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) of Sono Group N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company,” “we,” “our,” or “us”), will be held on August 13, 2025, at 2:00 p.m. Central European Summer Time, at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands.
The agenda for the 2025 Annual Meeting is as follows:
| I. | Opening and Announcements |
|---|---|
| II. | Discussion of the Company’s Annual Report on Form 10-K for the financial year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2025 (the “Annual Report on Form 10-K”) (for discussion only) |
| III. | Appropriation of the financial result for the financial year ended December 31, 2024, as set forth in the Annual Report on Form 10-K (for discussion only). |
| IV. | Release from liability of the members of our management board (the “Management Board”) and our supervisory board (the “Supervisory Board”) in connection with the exercise of their duties in 2024 (Voting Proposal No. 1) |
| V. | Appointment of Grassi & Co., CPAs, P.C. (“Grassi & Co.”) as our independent registered public accounting firm for the financial year ending December 31, 2025 (Voting Proposal No. 2) |
| VI. | Authorisation of the Supervisory Board to issue additional Ordinary Shares, par value €0.02 per share, of the Company (“Ordinary Shares”) and additional High Voting Shares, par value €0.50 per share, of the Company (“High Voting Shares” and together with the Ordinary Shares, “Shares”) and/or grant rights to subscribe for such additional Ordinary Shares and such additional High Voting Shares (Voting Proposal No. 3) |
| VII. | Authorisation of the Supervisory Board to exclude or limit pre-emption rights upon any issuance of additional Ordinary Shares or additional High Voting Shares and/or any grant of rights to subscribe for such additional Ordinary Shares or such additional High Voting Shares (Voting Proposal No. 4) |
| VIII. | Authorisation of the Management Board to acquire Ordinary Shares, High Voting Shares and preferred shares, nominal value €300 per share (“Preferred Shares”), in the issued share capital of the Company (Voting Proposal No. 5) |
| IX. | Approval of the cancellation of all or a portion of the Ordinary Shares, High Voting Shares and Preferred Shares in the issued share capital of the Company, held by the Company in treasury (“Treasury Shares”) (Voting Proposal No. 6) |
| X. | Approval of an amendment to our Articles of Association to remove certain equity and voting restrictions and authorisation to implement such amendment (Voting Proposal No. 7) |
| XI. | Any other business that may properly come before the meeting or any adjournment of the meeting |
| XII. | Closing |
Our Supervisory Board recommends that you vote “FOR” each of the voting proposals noted above.
Several of the agenda items above are presented to the 2025 Annual Meeting because the Company is organized under the laws of the Netherlands. Several matters that are within the authority of the Supervisory Board under the corporate laws of most U.S. states require shareholder approval under Dutch law. Additionally, Dutch corporate governance provisions require certain discussion topics for an annual general meeting of shareholders upon which shareholders do not vote.
The Supervisory Board has fixed the close of business Central European Summer Time on July 16, 2025 as the record date for the 2025 Annual Meeting and, therefore, only shareholders of record (“Registered Shareholders”) at the close of business, Central European Summer Time on July 16, 2025 are entitled to receive this notice and to vote at the 2025 Annual Meeting and any adjournment thereof.
Only Registered Shareholders who have given notice in writing to the Company by 12:00 p.m. Central European Summer Time on August 6, 2025 of their intention to attend the 2025 Annual Meeting are entitled to attend the 2025 Annual Meeting in person. The conditions for attendance at the 2025 Annual Meeting are as follows:
| · | Registered Shareholders must (i) notify the Company in writing of their intention to attend the 2025 Annual Meeting in person by submitting their name and the number of registered shares held by them through the Company’s email address at ir@sonomotors.com no later than 12:00 p.m. Central European Summer Time on August 6, 2025, and (ii) bring a form of personal picture identification to the 2025 Annual Meeting; and |
| · | Holders of shares held in street name (“Beneficial Holders”) must have their financial intermediary, agent or broker with whom the shares are on deposit issue a proxy to them that confirms they are authorised to participate in and vote at the 2025 Annual Meeting. These Beneficial Holders must (i) notify the Company of their intention to attend the 2025 Annual Meeting by submitting their name and the number of shares beneficially owned by them through the Company’s email address at ir@sonomotors.com no later than 12:00 p.m. Central European Summer Time on August 6, 2025, (ii) bring an account statement or a letter from the record holder indicating that the Beneficial Holder owned the shares as of the record date of the 2025 Annual Meeting, (iii) bring the proxy issued to them by their financial intermediary to the 2025 Annual Meeting and (iv) bring a form of personal picture identification to the 2025 Annual Meeting. |
The matters to be considered at the 2025 Annual Meeting are more fully described in the Proxy Statement attached to this notice. The 2025 Annual Meeting is an important event in our corporate calendar and provides an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company.
Whether or not you plan to attend the 2025 Annual Meeting in person, please vote online prior to the 2025 Annual Meeting. You also may vote by telephone or by submitting a proxy card by mail prior to the 2025 Annual Meeting. If your shares are held in street name, please follow the instructions you receive from your bank, broker or other nominee to vote your shares. If you are submitting a proxy card by mail, you do not need to affix postage to the enclosed reply envelope if you mail it within the United States.
All shareholders are extended an invitation to attend the 2025 Annual Meeting.
By Order of the Supervisory Board,
/s/ David Dodge
David Dodge
Chairperson of the Supervisory Board
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING TO BE HELD ON AUGUST 13, 2025:**Our Proxy Statement is enclosed. Financial and other information concerning Sono Group N.V. is contained in our Annual Report on Form 10-K as well as our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, which are available on the SEC’s website at www.sec.gov and on our website at https://sonomotors.com. A complete set of proxy materials relating to our 2025 Annual Meeting, consisting of the Notice of Annual General Meeting of Shareholders, Proxy Statement, Proxy Card and Annual Report on Form 10-K, is available on the Internet and may be viewed at www.sec.gov.
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement for the 2025 Annual General Meeting of Shareholders | 1 |
| Questions and Answers about the 2025 Annual Meeting and Proxy Materials | 1 |
| Agenda Item IV - Voting Proposal No. 1 – Release from Liability of the Members of Our Management Board and Supervisory Board | 6 |
| Agenda Item V - Voting Proposal No. 2 - Appointment of Grassi & Co. as Independent Registered Public Accounting Firm for Financial Year 2025 | 7 |
| Agenda Item VI - Voting Proposal No. 3 - Authorisation of the Supervisory Board to Issue Shares and/or Grant Rights to Subscribe for Shares | 9 |
| Agenda Item VII - Voting Proposal No. 4 - Authorisation of the Supervisory Board to Exclude or Limit Pre-Emption Rights | 11 |
| Agenda Item VIII - Voting Proposal No. 5 - Authorisation of the Management Board to Acquire Shares in the Issued Share Capital of the Company | 12 |
| Agenda Item IX - Voting Proposal No. 6 - Approval of Cancellation of Shares in the Issued Share Capital of the Company | 13 |
| Agenda Item X - Voting Proposal No. 7 - Approval of Amendment to Articles of Association to Remove Certain Equity and Voting Restrictions | 14 |
| Security Ownership of Certain Beneficial Owners and Management | 15 |
| Shareholders Sharing the Same Last Name and Address | 17 |
| Shareholder Proposals and Nominations to be Presented at 2026 Annual General Meeting | 17 |
| General Matters | 18 |
| Annex A: Amendment to Articles of Association | A-1 |
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SONO GROUP N.V.
Waldmeisterstraße 93, 80935
Munich, Germany
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.