EQS-AGM: SunMirror AG: Invitation to an Extraordinary General Meeting of Shareholders of SunMirror AG
EQS-News: SunMirror AG / Announcement of the Convening of the General
Meeting
SunMirror AG: Invitation to an Extraordinary General Meeting of
Shareholders of SunMirror AG
12.09.2022 / 14:03 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS –
a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
══════════════════════════════════════════════════════════════════════════
Invitation to an Extraordinary General Meeting of Shareholders
of
SunMirror AG
SunMirror AG
CHE-395.708.464
Steinhauserstrasse 74
6300 Zug, Switzerland
Information on the Extraordinary General Meeting of Shareholders
Location: Homburger AG, Prime Tower, Hardstrasse 201, 8005 Zurich,
Switzerland (no physical shareholder attendance)
Date: September 30, 2022
Time: 17.30pm Swiss time
Physical presence:
• Chair of the meeting
• Secretary taking minutes
• Independent proxy
This extraordinary general meeting of shareholders has been requested by a
group of shareholders composed of Herlequin Investments Ltd, Red Oak
Holdings Ltd and Alpha Runner Opportunity SA (collectively, the Requesting
Shareholders). The motions of the Requesting Shareholders are set forth in
the individual agenda items.
In addition to the agenda items submitted by the Requesting Shareholders,
the Board of Directors has decided to submit certain additional items to
the votes of the general meeting of shareholders, which motions are also
set forth in the individual agenda items.
COVID-19/participation by proxy
In accordance with applicable Swiss Covid-19 regulations, the Board of
Directors has decided that this extraordinary general meeting of
shareholders will be held by proxy only. The shareholders will not be
permitted to be physically present at the extraordinary general meeting of
shareholders but can instead exercise their voting rights at the meeting
exclusively by sending voting instructions in accordance with the voting
instructions set out in the section „Voting instructions / Independent
proxy“ at the end of this invitation.
Shareholders are given the opportunity to submit questions to SunMirror AG
ahead of the extraordinary general meeting of shareholders by sending an
email to the following address: [1]shareholder.notifications@sunmirror.ch
by September 27, 2022, at the latest. The questions of shareholders as
well as the answers by the Board of Directors will be minuted. The minutes
will be published on the website of SunMirror AG after the extraordinary
general meeting of shareholders. By submitting a question, the shareholder
who submitted the question is deemed to consent to the mentioning of such
shareholder’s name in the minutes.
Agenda and proposals of the Board of Directors
Agenda items:
1. Election of additional members of the Board of Directors
2. Election of new members of the Remuneration Committee
3. Shareholder questions
Agenda items / proposals
1. Election of additional members of the Board of Directors
Candidates supported by the Board of Directors
Ms. Flavia Sennhauser has resigned from the Board of Directors with effect
as of this extraordinary general meeting of shareholders. The other member
and Chairman of the Board, Dr. Heinz Kubli, remains in his role. To fill
in this vacancy, and to further strengthen the current Board of Directors
with highly motivated and qualified individuals, the Board of Directors
proposes the election of Mr. Daniel Monks and Mr. Laurent Quelin to the
Board of Directors:
1. The Board of Directors proposes to elect Mr. Daniel Monks as new
member of the Board of Directors, until the next ordinary general
meeting of shareholders of SunMirror AG.
Daniel Monks has over 15 years of professional experience in the fund
management industry. He began his investments career at Canada Life, where
he progressed to become the lead manager of the GBP 1.5bn UK Equity fund.
He focused on investments within the natural resources and mining sectors,
building in depth valuation models and analytical reports which helped him
to make buy and sell decisions for the portfolio. His background is
predominantly in fundamental equity analysis as well as quantitative
strategies and trading.
He went on to co-found a successful market neutral hedge fund, investing
in quantitative trading strategies and equity arbitrage. He has been a
director of Tourbillon Advisory for the last five years, the Investment
Manager of the fund structure, and brings with him a wealth of experience
within equity markets, corporate actions and company valuation models.
Daniel Monks studied Mathematics and Economics at the University of York
where he obtained a first class BSc degree. He also holds an Investment
Management Certificate and is a CFA charterholder.
1. The Board of Directors proposes to elect Mr. Laurent Quelin as new
member of the Board of Directors, until the next ordinary general
meeting of shareholders of SunMirror AG.
Laurent Quelin is the current Chief Financial Officer of SunMirror AG. He
has over 20 years of project finance and investment experience in the
natural resources, infrastructure and power industries, leading
transactions exceeding USD 25bn in aggregate. He spent 10 years at Credit
Suisse, the last 5 years of which he ran the London-based lending book
dedicated to mid-size natural resource corporates, within the commodity
trading business of Credit Suisse. He then spent over 5 years on the
buy-side at Chenavari Financial Group where he was a senior portfolio
manager in charge of real asset and trade finance credit investments
predominantly in the natural resources and shipping space, deploying in
excess of USD 750mm AuM. Most recently, Laurent founded an advisory and
asset management business dedicated to real asset investments.
Laurent Quelin has an MSc in mathematics and economics from École
Polytechnique in France and an MBA in finance from the UCLA Anderson
School of Management in the US.
In light of their qualifications and expertise, the Board of Directors is
convinced that Mr. Monks and Mr. Quelin will make valuable contributions
to the company and unanimously recommends to vote in favor of their
election.
Candidates not supported by the Board of Directors
1. The Requesting Shareholders propose to elect Mr. Stefan Bennici as
new member of the Board of Directors, until the next ordinary general
meeting of shareholders of SunMirror AG.
The Requesting Shareholders have provided the following biographical
information: „Master of Business Administration, 20 years of banking
experience“.
1. The Requesting Shareholders propose to elect Mr. Jean-Pierre
Pocthier as new member of the Board of Directors, until the next
ordinary general meeting of shareholders of SunMirror AG.
The Requesting Shareholders have provided the following biographical
information: „Financial and Administrative Manager (Bachelor in Economics,
Ecole Supérieure de Cadres pour l’Economie et l’Administration, Lausanne),
20 years of experience as Finance Manager for Swiss companies, US
multinationals and NGO; including the responsibility of team leadership“.
1. The Requesting Shareholders propose to elect Mr. Urs Schuppisser as
new member of the Board of Directors, until the next ordinary general
meeting of shareholders of SunMirror AG.
The Requesting Shareholders have provided the following biographical
information: „Attorney-at-law 1995, lic. iur. Uni Zürich 1992, 27 years of
experience as attorney-at-law and in Swiss courts“.
The Board of Directors has not verified the accuracy or completeness of
the biographical information by the Requesting Shareholders. Irrespective
of that, the Board of Directors recommends that the Requesting
Shareholders‘ motions (i.e., items no. 1.3, 1.4 and 1.5) be rejected. The
Board of Directors views the proposal as an attempt of a takeover by a
group of shareholders who do not necessarily act in the best interest of
the company and the other shareholders. For example, a party related to
the Requesting Shareholders has taken steps to enforce, against the
Company, claims that the Company contests. Moreover, based on the
information provided by the Requesting Shareholders, the Board of
Directors questions whether the candidates bring the necessary experience
to run a publicly listed junior mining company.
1. Election of new members of the Remuneration Committee
Candidates supported by the Board of Directors
The Board of Directors proposes to elect the following individuals as
members of the Remuneration Committee, subject to their election to the
Board of Directors:
1. The Board of Directors proposes to elect Mr. Daniel Monks as a
member of the Remuneration Committee, until the next ordinary general
meeting of shareholders of SunMirror AG.
1. The Board of Directors proposes to elect Mr. Laurent Quelin as a
member of the Remuneration Committee, until the next ordinary general
meeting of shareholders of SunMirror AG.
For the reasons explained under agenda items no. 1.1 and 1.2, the Board of
Directors unanimously recommends to vote in favor of the election of
Mr. Daniel Monks and Mr. Laurent Quelin as new members of the Remuneration
Committee.
1. Shareholder questions
The Board of Directors will answer the questions submitted by shareholders
as set out on the cover page of this invitation.
Voting instructions / Independent proxy
In accordance with applicable Swiss Covid-19 regulations, this
extraordinary general meeting of shareholders will not be held with
shareholders being present. Accordingly, voting rights can only be
exercised through the independent proxy (as set out below). In-person
attendance of shareholders at the extraordinary general meeting of
shareholders is not possible.
SunMirror AG’s independent proxy is:
Eversheds Sutherland AG
Stadelhoferstrasse 22
8001 Zurich
Switzerland
In the event the independent proxy is unable to participate, the Board of
Directors will name a new independent proxy. The voting proxies issued to
the independent proxy will also be valid for the new independent proxy
named by the Board of Directors.
The shareholders who intend to exercise their voting rights may request
the instruction form required for the exercise of the voting rights from
their custodian bank or from SunMirror AG or download it on the following
website: [2] https://sunmirror.com/investor-relations/general-meeting/.
The independent proxy must receive a duly signed instruction form with the
shareholder’s written voting instructions, via mail or as email
attachment, no later than September 27, 2022, 5:00 p.m. Swiss time
(receipt by mail no later than September 27, 2022, 5:00 p.m. Swiss time),
together with (i) a copy of a piece of identification, (ii) if the
shareholder is a legal entity, evidence of signing authority of the
individual(s) who sign this instruction form, and (iii) 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 October 1, 2022, 00:01
a.m. Swiss time.
Zug, Switzerland, September 8, 2022
On behalf of the Board of Directors
Dr. Heinz R. Kubli
══════════════════════════════════════════════════════════════════════════
12.09.2022 CET/CEST
══════════════════════════════════════════════════════════════════════════
Language: English
Company: SunMirror AG
Steinhauserstrasse 74
6300 Zug
Switzerland
E-mail: info@sunmirror.ch
Internet: https://www.sunmirror.ch
ISIN: CH0396131929
WKN: A2JCKK
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Tradegate Exchange; Vienna Stock Exchange (Official Market)
End of News EQS News Service
1440465 12.09.2022 CET/CEST
References
Visible links
1. shareholder.notifications@sunmirror.ch
2. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=0fae23fb120fbda20c7f620e3aba9ab4&application_id=1440465&site_id=apa_ots_austria&application_name=news
OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS. www.ots.at
© Copyright APA-OTS Originaltext-Service GmbH und der jeweilige Aussender