SEV Sono Group NV

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ]      Form 40-F [   ]

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Convening of annual general meeting of shareholders of Sono Group N.V.

On July 2, 2024, Sono Group N.V. (the “Company”) convened the annual general meeting of shareholders to be held on July 31, 2024 (the “AGM”). Exhibit 99.1 attached hereto includes a copy of the convening notice, including the agenda and explanatory notes, for the AGM. Exhibit 99.2 attached hereto includes a copy of the voting proxy for the AGM.

CEO Letter to Shareholders

Exhibit 99.3 attached hereto and incorporated by reference herein includes a press release issued by the Company on July 2, 2024.

About This Document

The information included in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act. 

Exhibit		Description of Exhibit
99.1		Convening Notice, including Agenda and Explanatory Notes
99.2		Voting Proxy
99.3		Press Release dated July 2, 2024

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Sono Group N.V.
		(Registrant)
Date: July 2, 2024		/s/ George O'Leary
		George O'Leary
		Managing Director

Exhibit 99.1

 

SONO GROUP N.V.

 

TO:

 

ALL SHAREHOLDERS OF SONO GROUP N.V.

 

 

Munich, Germany
2 July 2024

 

 

 

Re:

Convening notice, agenda with explanatory notes and proxy for the annual general meeting of Sono Group N.V.

 

 

Dear Shareholder,

 

On behalf of the supervisory board (Supervisory Board) we herewith invite you to the annual general meeting of Sono Group N.V., a limited liability company (naamloze vennootschap), having its corporate seat (zetel) at Amsterdam, the Netherlands, and offices at Waldmeisterstrasse 93, 80935 Munich, Germany, and registered with the Dutch Trade Register under number 80683568 (Company).

 

The annual general meeting of the Company is to be held at the offices of DLA Piper Nederland N.V. at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands, on 31 July 2024 at 14.00 (CET) (AGM).

 

GENERAL INFORMATION

 

Meeting documents

 

The agenda with explanatory notes thereto, the AGM documents as well as the Form 20-F are available on the Company's website (https://sonomotors.com) as from today. These documents are also available, free of charge, for inspection at the offices of the Company at Waldmeisterstrasse 93, 80935 Munich, Germany.

 

Record date

 

For purpose of the AGM, those persons who are shareholders or have voting rights and/or meeting rights with respect to shares in the capital of the Company and who are recorded as such in the shareholders' register of the Company or in the register maintained by the Company's U.S. transfer agent per 3 July 2024 (after processing of settlements on that date) (Record Date) are entitled to attend, speak and if applicable vote at the AGM, regardless of whether the shares in the Company are still held by them at the date of the AGM.

 

Attendance AGM

 

All shareholders, persons with meeting rights or their proxies who wish to attend and speak at the AGM are required to register their intention to attend the AGM by sending a notification to ir@sonomotors.com, no later than 24 July 2024, 12.00 p.m. (CET). All persons wishing to attend the AGM should be able to identify themselves at the AGM by means of a valid passport, identity card or driver’s license. Attendees must produce proof of shareholding or entitlement on the Record Date (together with, if applicable, a written proxy and, in case of a legal person/entity, evidence of the authority of the person) and will be declined access in case such proof is not produced.

 

Those who beneficially own shares in the Company's capital in an account at a bank, a financial institution, an account holder or other financial intermediary on the Record Date, must also have their financial intermediary or their agent with whom the underlying shares are on deposit issue a proxy to them which confirms they are authorised to take part in and vote at the AGM.

 

The Company may ask the relevant person for additional details.

 

Registration and identification at the venue

 

Registration for admission to the AGM will take place at the registration desk at the meeting venue between 11.30 am CET and the commencement of the AGM on 31 July 2024. It is not possible to register after this time. Attendees will be asked to produce proof of identity and shareholding on the Record Date (together with, if applicable, a written proxy and, in case of a legal person/entity, evidence of the authority of the person) and may be declined access in case such proof is not produced. The Company may ask the relevant person for additional details.

 

Live voting and voting in advance

 

Registered shareholders or their proxies will be allowed to cast their vote during the meeting.

 

Further, shareholders or other persons with voting rights who wish to cast their votes in advance may send their votes to ir@sonomotors.com no later than 24 July 2024, 12.00 p.m. (CET).

 

Proxy voting procedure

 

Shareholders or other persons with voting rights that will not be attending the AGM (either in person or by proxy) but nonetheless wish to participate in the decision-making process, may grant a proxy to the chair of the AGM. By providing the proxy voting instruction, such person grants a proxy to vote on the shares at the AGM in accordance with the instructions. To that effect, the shareholder or other person with voting rights must submit a duly completed and signed proxy voting instruction form to ir@sonomotors.com no later than 24 July 2024, 12.00 p.m. (CET). The proxy voting instruction form is published with this convening notice at the Company’s website (https://sonomotors.com). This proxy can also be obtained from ir@sonomotors.com by sending a request to that end.

 

Questions

 

Shareholders or other persons with meeting rights may submit questions relating to the AGM agenda items prior to the AGM. Questions must be delivered to ir@sonomotors.com no later than 24 July 2024, 12.00 p.m. (CET). The Company’s management board (Management Board) or Supervisory Board shall try to answer these questions during the AGM. The answers to the questions shall be included in the minutes of the AGM, which will be published on the Company’s website (https://sonomotors.com) as soon as possible after the AGM.

 

Personal data

 

The Company reserves the right to record the proceedings at the AGM for use in future events, publications, social media or press-related activities connected to the event. Recording may be in the form of photography, video recordings or audio recordings. By attending the event, you consent to being photographed and/or audio and/or video recorded at the event and grant the organisers the perpetual right to use your likeness, image, photo and voice, without financial compensation, for possible use in conjunction with related future events, publications, social media or press-related activities. A copy of the Company’s privacy statement can be found here.

 

AGENDA WITH EXPLANATORY NOTES

 

The AGM will be opened by the Chief Executive Officer of the Management Board.

 

The chairman of the AGM will, prior to the AGM, make a record of persons who have submitted (i) proxy voting instructions and (ii) have cast their votes in advance.

 

The agenda for the AGM is as follows:

 

1

OPENING AND ANNOUNCEMENTS

 

2

CONFIRMATION APPOINTMENT AUDITOR (voting item)

 

At the Company’s annual general meeting held on 29 December 2023, the general meeting of the Company appointed PricewaterhouseCoopers Accountants N.V. as the external auditor of the Company for the financial year 2023. After such appointment, mutual consent was reached between the Company and PricewaterhouseCoopers Accountants N.V. that the latter would not conduct the audit for the financial year 2023 and would return the engagement. Therefore, the Supervisory Board in consultation with the Management Board, appointed Grassi & Co as the Company’s auditor for the financial year 2023 in respect of the Form 20-F audit, and Moore MKW Audit B.V. as the external auditor of the Company for the financial year in respect of the Dutch statutory annual accounts.

 

This agenda item includes the confirmation by the general meeting of the Company of the appointment of Grassi & Co, as external auditor for the financial year 2023 for the Form 20-F, and Moore MKW Audit B.V. as external auditor of the Dutch statutory annual accounts for the financial year 2023.

 

3

FORM 20-F FOR THE FINANCIAL YEAR 2023

 

This agenda item includes an account of the financial year of 2023, as included in the Form 20-F.

 

Although the financial reporting on Form 20-F may not qualify as the Dutch statutory annual accounts of the Company, this reporting provides for an overview of the financial performance of the Company of the financial year 2023. The Supervisory Board proposes to discuss the (financial) performance of the Company in the year 2023 on that basis.

 

The Company aims to publish the Dutch statutory annual accounts for 2023 in the first quarter of 2025 and aims to discuss and, if the general meeting approves, adopt such Dutch statutory annual accounts at the annual general meeting of the Company in 2025.

 

4

DISCUSSION OF THE COMPANY'S DIVIDEND AND RESERVATION POLICY (voting item)

 

The Company has never paid or declared any cash dividends on its shares, and the Company does not anticipate paying any cash dividends on its shares in the foreseeable future.

 

5

APPOINTMENT AUDITOR FOR THE FINANCIAL YEAR 2024 (voting item)

 

This agenda item includes the proposal to the general meeting of the Company to appoint Grassi & Co as the external auditor of the Company for the financial year 2024 in relation to the annual report to be filed Securities Exchange Commission, and Moore MKW Audit B.V. as the external auditor of the Company for the financial year 2024 in relation to the Dutch statutory annual accounts.

 

6

REAPPOINTMENT OF MR GEORGE O’LEARY AS MEMBER OF THE MANAGEMENT BOARD (voting item)

 

In accordance with the Company's articles of association, members of the Management Board are appointed by the general meeting of the Company upon a binding nomination of the Supervisory Board. The Supervisory Board unanimously proposes and nominates Mr. O’Leary for reappointment as a member of the Management Board, with the title Chief Executive Officer , for a period up to and including the annual general meeting of the Company in 2026.

 

The Supervisory Board highly values Mr. O'Leary's proven track record with working with and restructuring companies that faced financial difficulties. Mr. O'Leary was appointed as the Company's CEO on 31 January 2024 for a period of one year. Considering the expiry of this one year term before the next annual general meeting of the Company, the Supervisory Board wishes to renew the appointment of Mr. O'Leary for a period until the annual general meeting of the Company to be held in 2026.

 

In making its nomination, the Supervisory Board took note of the Company's policy on diversity.

 

For more information, please see Mr. O'Leary's bio on the Company's website (https://sonomotors.com).

 

7

REAPPOINTMENT OF MR CHRISTOPHER SCHREIBER AS MEMBER OF THE SUPERVISORY BOARD (voting item)

 

In accordance with the Company's articles of association, members of the Supervisory Board are appointed by the general meeting of the Company upon a binding nomination of the Supervisory Board. The Supervisory Board unanimously proposes and nominates Mr. Schreiber for reappointment as a member of the Supervisory Board, for a period up to and including the annual general meeting of the Company in 2026.

 

Mr. Schreiber was appointed as a supervisory director on 31 January 2024 for a period of one year. Considering the expiry of this one year term before the next annual general meeting of the Company, the Supervisory Board wishes to renew the appointment of Mr. Schreiber for a period until the annual general meeting of the Company to be held in 2026.

 

For more information, please see Mr. Schreiber's bio on the Company's website (https://sonomotors.com).

 

8

REAPPOINTMENT OF MR DAVID DODGE AS MEMBER OF THE SUPERVISORY BOARD (voting item)

 

In accordance with the Company's articles of association, members of the Supervisory Board are appointed by the general meeting of the Company upon a binding nomination of the Supervisory Board. The Supervisory Board unanimously proposes and nominates Mr. Dodge for reappointment as a member of the Supervisory Board, for a period up to and including the annual general meeting of the Company in 2026.

 

Mr. Dodge was appointed as a supervisory director on 31 January 2024 for a period of one year. Considering the expiry of this one year term before the next annual general meeting of the Company, the Supervisory Board wishes to renew the appointment of Mr. Dodge for a period until the annual general meeting of the Company to be held in 2026.

 

For more information, please see Mr. Dodge's bio on the Company's website (https://sonomotors.com).

 

9

AUTHORISATION OF THE SUPERVISORY BOARD TO ISSUE SHARES AND/OR GRANT RIGHTS TO SUBSCRIBE FOR SHARES (voting item)

 

It is proposed to designate the Supervisory Board, in accordance with Section 2:96 of the Dutch Civil Code, as the corporate body authorised to resolve on the issuance and/or the granting of rights to subscribe for ordinary shares in the capital of the Company. The authorisation shall be subject to the following limitations:

 

9.1

the authorisation of the Supervisory Board will expire at the earlier of the conclusion of the annual general meeting in 2025 and 18 months from the date of the AGM; and

 

9.2

the authorisation of the Supervisory Board will be limited to 105,711,643 ordinary shares, irrespective of the nominal value of such shares and irrespective of the implementation of any reversed stock split after the date of the AGM.

 

As described in the Company's Form 20-F for the financial year 2023, the Company will need to raise additional funds through public of private debt or equity financing or other means in order to fund the Company's business. In view thereof, the Supervisory Board proposes to the AGM to obtain a broad delegation to issue ordinary shares and/or rights to subscribe for ordinary shares in the capital of the Company and allow for flexible financing methods.

 

10

AUTHORISATION OF THE SUPERVISORY BOARD TO EXCLUDE OR LIMITED PRE-EMPTION RIGHTS (voting item)

 

It is proposed to designate the Supervisory Board, in accordance with section 2:96a of the Dutch Civil Code, as the corporate body authorised to limit or exclude pre-emptive rights in relation to any issuance of ordinary shares in the capital of the Company and/or any grant of rights to subscribe for ordinary shares in the capital of the Company pursuant to the authorisation provided for under the resolution set out in agenda item 9.

 

The authorisation shall be subject to the following limitations:

 

10.1

the authorisation of the Supervisory Board will expire at the earlier of the conclusion of the annual general meeting in 2025 and 18 months from the date of the AGM; and

 

10.2

the authorisation of the Supervisory Board to limit or exclude pre-emptive rights is limited to the authorisation provided for under the resolution set out in agenda item 9.

 

This resolution shall be subject to the passing of the resolution set out in agenda item 9.

 

11

AUTHORISATION OF THE MANAGEMENT BOARD TO ACQUIRE SHARES IN THE COMPANY (voting item)

 

In line with past practice, it is proposed to the general meeting of the Company to, in accordance with Section 2:98 of the Dutch Civil Code, authorise the Management Board to acquire shares in the capital of the Company.

 

The authorisation shall be subject to the following limitations:

 

11.1

the authorisation of the Management Board will expire at the earlier of the conclusion of the annual general meeting in 2025 and 18 months from the date of the AGM;

 

11.2

the authorisation is limited to 10% of the issued ordinary share capital on the date of this notice, shares may be acquired at the stock exchange or otherwise, at a price between par value and the volume weighted average market price of the 30 days prior to the acquisition; and

 

11.3

the acquisition is subject to the prior approval of the Supervisory Board.

 

12

RECORD DATE (voting item)

 

The Company wishes to technically adhere to the market standard record date for Dutch listed companies, being a statutory record date of 28 days prior to a general meeting. The Supervisory Board proposes that the general meeting adopts the resolution to authorise the Management Board for a period of five years starting from the date of the AGM, to apply the statutory record date within the meaning of section 2:119 paragraph 1 of the Dutch Civil Code for general meetings.

 

13

ANY OTHER BUSINESS

 

Sono Motors N.V. is a Dutch limited liability company (naamloze vennootschap).

 

As of the Record Date and the date of this notice, the Company has issued 105,711,643 ordinary shares each of which represents one vote in the general meeting of the Company and 3,000,000 high voting shares, each of which represents twenty-five votes in the general meeting of the Company.

 

For the purpose of the AGM the total number of issued shares in the Company for which votes can be cast is set at the Record Date.

 

 

 

 

 

 

 

Exhibit 99.2

 

PROXY VOTE INSTRUCTION

 

Sono Group N.V. (Company)

 

Proxy for Annual General Meeting: 31 July 2024

 

The undersigned hereby authorises the chairperson of the annual general meeting of the Company (AGM), as his/her true and lawful agent and proxy, to represent the undersigned at the AGM to be held on 31 July 2024 at 14.00 (CET), for the purposes set forth below and in the notice of the Annual General Meeting as issued by the Company, in all matters coming before said meeting and to exercise the voting rights of the undersigned in accordance with the voting instructions below.

 

Please mark your votes in the below table. If no choice is specified in respect of the sole voting item on the agenda, the proxyholder shall vote "FOR" such agenda item.

 

The undersigned is holder of (insert number) _________________________________________ shares on the Record Date.

 

Agenda item		FOR	AGAINST	ABSTAIN
Item 2	CONFIRMATION APPOINTMENT AUDITOR (voting item)
Item 5	APPOINTMENT AUDITOR FOR THE FINANCIAL YEAR 2024 (voting item)
Item 6	REAPPOINTMENT OF MR GEORGE O’LEARY AS MEMBER OF THE MANAGEMENT BOARD (voting item)
Item 7	REAPPOINTMENT OF MR CHRISTOPHER SCHREIBER AS MEMBER OF THE SUPERVISORY BOARD (voting item)
Item 8	REAPPOINTMENT OF MR DAVID DODGE AS MEMBER OF THE SUPERVISORY BOARD (voting item)
Item 9	AUTHORISATION OF THE SUPERVISORY BOARD TO ISSUE SHARES AND/OR GRANT RIGHTS TO SUBSCRIBE FOR SHARES (voting item)
Item 10	AUTHORISATION OF THE SUPERVISORY BOARD TO EXCLUDE OR LIMITED PRE-EMPTION RIGHTS (voting item)
Item 11	AUTHORISATION OF THE MANAGEMENT BOARD TO ACQUIRE SHARES IN THE COMPANY (voting item)
Item 12	RECORD DATE (voting item)

 

Signature(s): ___________________________________________________

 

Date: ____________________

 

Note: Please provide proof of shareholding / meeting rights on the Record Date.

 

Note: Please sign as name appears below, joint owners should each sign. When signing as authorised representative of a shareholder, attorney, executor, administrator or guardian, please give full title as such and provide evidence of representation authority.

 

Note: This power of attorney is granted with the power of substitution.

 

Note: The relationship between the undersigned and the proxyholder under this power of attorney is governed exclusively by the laws of the Netherlands.

 

 

Name of shareholder in block letters:__________________________________________________

 

Please mark if you would like to attend the AGM meeting:

Yes: O

No: O

 

Please return your duly completed and signed proxy to ir@sonomotors.com no later than 24 July 2024, 12.00 p.m. (CET).

 

 

 

 

 

 

 

 

 

 

EXHIBIT 99.3

CEO Letter to Shareholders

Sono Group N.V. joins OTCQB under the symbol “SEVCF”

MUNICH, July 02, 2024 (GLOBE NEWSWIRE) -- Sono Group N.V. (OTCQB: SEVFC), the public holding company of Sono Motors GmbH, a solar technology company, today issued a letter to shareholders from George O'Leary, Chief Executive Officer, Chief Financial Officer and Managing Director.

Dear Shareholders,

It is my pleasure to introduce myself as the new Managing Director, CEO and CFO of Sono Group N.V. (the “Company” or “Sono Group”). My background and diverse experience have equipped me with a unique blend of insights and expertise that I intend to apply at Sono Group. Over the last year and a half, the Company has experienced significant change. While change is inherently challenging, it is essential for our future success, as it enables us to stay ahead of trends, market dynamics and competition.

One of the most recent and significant changes is the quoting of our ordinary shares on the OTCQB, which will commence today, July 2, 2024. This major milestone follows the filing of our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2024. These recent events underscore our unwavering commitment to transparency and delivering value to our shareholders.

The Company navigated through insolvency proceedings for the majority of 2023. The formidable commitment from our team played a pivotal role in the successful emergence from insolvency by both the Company and its wholly-owned subsidiary and operating company, Sono Motors GmbH (“Sono Motors GmbH” or the “Subsidiary”). It was through this collective effort that we were able to close a crucial investment deal. We believe the Company now stands on solid ground with an improved balance sheet, clearly defined business plan and impressive team of over 40 professionals with significant industry experience. This core team carries forward the invaluable expertise and insights they amassed over the years and strives to bring Sono Group towards a bright and promising future.

Building on the foundation of our newly established business plan, we intend to focus on what we view as the Company’s most promising segment: solar integration technologies. At the forefront of these technologies is our Solar Bus Kit. This ready-to-market product, alongside our proprietary solar power electronics, such as our maximum power point tracking central unit (“MCU”), represents the pinnacle of our efforts to revolutionize the transportation sector. Designed for a wide range of vehicles, these technologies are not only intended to reduce energy consumption and CO2 emissions but can also offer sizable cost savings to our clients. Specifically, our Solar Bus Kit can be retrofitted to nearly any bus model and is therefore suitable for a large potential market.

In connection with our strategic focus on solar integration technologies, we implemented decisive measures to transition towards a more sustainable, capital-light and asset-light business model. By shifting our focus entirely towards business-to-business solar solutions, we are not only aligned with our core competencies but are also seizing the opportunity to innovate within the solar space amid difficult capital market conditions. This transition positions the Company to navigate the future with a leaner structure, significantly lower funding requirements and sharpened focus on delivering innovative, market-ready solar solutions, growth and a path to profitability.

As I step into the role of Chief Executive Officer and Chief Financial Officer at Sono Group, I bring with me a rich history of C-suite experience, board leadership and representation, shaped by experience both consulting for and leading private and publicly listed companies over the last thirty years. Throughout my career, I have consistently strived for strategic growth, operational excellence, and the creation of shareholder value. Further, my position as the controlling shareholder in the Company, with more than 51% of the voting rights, underscores my mission to achieve success at the Company and enhances the alignment of my objectives for the Company and for you, our shareholders.

My vision is to drive Sono Group towards rapid growth in sectors where our technology and expertise set us apart from our competition. I see our path to profitability not as a distant goal but as a tangible reality, underpinned by lean operations and a strategic approach to market penetration.

On the capital markets front, my goal is to increase investor confidence through steady business performance and strategic milestones, starting with today’s admission to the OTCQB. We intend to continue to provide transparency for our shareholders while setting our sights on a listing on the Nasdaq Stock Markets or another national securities exchange in the future. These steps, I believe, will not only enhance liquidity but also significantly elevate shareholder value.

I am also proud to introduce David Dodge and Christopher Schreiber, the two esteemed new members of the Company’s Supervisory Board, who were appointed effective January 31, 2024. David Dodge, an independent financial consultant with extensive corporate finance, accounting and SEC compliance expertise, brings to the board his global experience in corporate finance and forensic due diligence. Christopher Schreiber complements the board with over 35 years of financial services experience and has a distinguished track record as a financial advisor and board member, especially in navigating companies through financial challenges.

Further, I would like to introduce Jan Schiermeister and Denis Azhar, the Managing Directors of Sono Motors GmbH, who are guiding the Subsidiary into its new chapter. Jan has emphasized, “Solar energy is already one of the cheapest electricity sources and we are seeing a constant decrease in prices per Watt. Retrofitting and integrating solar technology onto vehicles is highly beneficial as it generates energy where it is consumed in a sustainable and cost-efficient way. That’s why we think now is the perfect time to strive toward putting solar on every vehicle.” Similarly, Denis has highlighted our strategic pivot, stating, “Sono Motors GmbH started pioneering solar electric mobility. After the Company’s Sion passenger car program, we are now using our knowledge and intellectual property to address a large potential market, focusing primarily on integrating our proprietary solar technology onto third party commercial vehicles.” With their extensive experience in the bus, truck, and automotive sectors paired with solar-in-mobility knowhow, I believe they are exceptionally positioned to lead the Subsidiary's operations.

As we move forward, Sono Group has started to execute on its business strategy. Following the launch of our Solar Bus Kit, we are strengthening our market presence through strategic reseller agreements for the Solar Bus Kit. On June 28, 2024, we signed our most recent reseller agreement with a prominent company in Germany specialized in commercial vehicle parts and vehicle construction systems, to serve as a reseller for our Solar Bus Kit in Germany and Austria. We expect this partnership to push sales for the Solar Bus Kit in our very important home market.

To continue to expand our business, we recently added Dimitrios Cholevas to serve as our new Senior Sales & Marketing Manager. His considerable expertise in sales, marketing and business development, gained at leading automotive companies, including Ford Motor Company, is expected to be pivotal in driving our growth and market penetration. With such talent at the Company, we currently aim to equip well over 1,000 buses within the next two years.

As the new CEO, I am committed to rectifying the hardships we have encountered by steering Sono Group towards what we expect to be a stronger, more streamlined and profitable future. This transformation is already underway and I am confident that the resolve and commitment that have carried us this far will continue to be our guiding force. Together, we will continue to strive for a future that's brighter for our planet, and brighter for our shared prosperity as shareholders of Sono Group N.V.

On behalf of the entire Sono Group team, we look forward to executing on our business model and expanding the use of our proprietary solar technology. We thank all of our investors for their support and remain committed to creating long-term shareholder value.

George O'Leary
Managing director, CEO and CFO
July 2, 2024

ABOUT SONO GROUP N.V.

Sono Group N.V. is the public holding company of Sono Motors GmbH, currently quoted on the OTCQB under the symbol SEVCF. Sono Group N.V. is a solar technology company focused exclusively on retrofitting and integrating its proprietary solar technology onto third party vehicles.

CONTACT

Press:
press@sonomotors.com | www.sonomotors.com/press

Investors:
ir@sonomotors.com | ir.sonomotors.com

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements. The words “expect”, “anticipate”, “intend”, “plan”, “estimate”, “aim”, “forecast”, “project”, “target”, “will” and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding the intentions, beliefs, or current expectations of the Company and the Subsidiary. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and could cause the Company’s actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to, risks, uncertainties and assumptions with respect to: our ability to access the unfunded portion of the investment from YA II PN, Ltd. (“Yorkville”), including our ability to successfully comply with the agreements related thereto and the absence of any termination event or any event of default; our ability to maintain relationships with creditors, suppliers, service providers, customers, employees and other third parties in light of the performance and credit risks associated with our constrained liquidity position and capital structure; the Subsidiary’s ability to comply with its obligations under its plan under the German Insolvency Code and related agreement in connection with its exit from self-administration proceedings; the Company’s status as a foreign private issuer under the Securities Exchange Act of 1934, as amended; the Company’s ability to comply with OTCQB continuing standards, as well as its ability to have its shares admitted to trading on a stock exchange in the future, including its ability to meet the relevant initial listing requirements to pay for all costs associated with an initial listing; our ability to achieve our stated goals; our strategies, plan, objectives and goals, including, among others, the successful implementation and management of our pivot to exclusively retrofitting and integrating our solar technology onto third party vehicles and the successful development, launch of sales and delivery of the Solar Bus Kit and similar retrofit solar products; our ability to raise the additional funding required beyond the investment from Yorkville, if we are able to successfully access the unfunded portion of the investment as planned, to further develop and commercialize our solar technology and business as well as to continue as a going concern; our future business and financial performance, including our ability to turn profitable, scale our operations and build a well-recognized and respected brand cost-effectively; our ability to achieve customer acceptance of and demand for our products, including by developing and maintaining relationships with key business partners who are crucial for our operations or who directly deal with end users in our target market; and our expectations regarding the development of our industry, market size and the regulatory and competitive environment in which we operate. For additional information concerning some of the risks, uncertainties and assumptions that could affect our forward-looking statements, please refer to the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 20-F filed with the SEC on June 21, 2024, which are accessible on the SEC’s website at www.sec.gov and on our website at ir.sonomotors.com. Many of these risks and uncertainties relate to factors that are beyond our ability to control or estimate precisely, such as the actions of courts, regulatory authorities and other factors. Readers should therefore not place undue reliance on these statements, particularly not in connection with any contract or investment decision. Except as required by law, the Company assumes no obligation to update any such forward-looking statements.

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