SSM DEF 14A Report ended Aug. 13, 2025

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. )

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:

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:

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

SONO GROUP N.V.

Waldmeisterstraße 93, 80935

Munich, Germany

PROXY STATEMENT
FOR THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on August 13, 2025, at 2:00 p.m., Central European Summer Time

This proxy statement (this “Proxy Statement”), which includes the explanatory notes to the agenda for the 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) and the accompanying proxy card, are being furnished with respect to the solicitation of proxies by the supervisory board (the “Supervisory Board”) of Sono Group N.V., a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands (the “Company,” “we,” “our,” or “us”), for the 2025 Annual Meeting. The 2025 Annual Meeting will be held at 2:00 p.m., Central European Summer Time on August 13, 2025, and at any adjournment thereof, at the offices of DLA Piper Nederland N.V. located at Prinses Amaliaplein 3, 1077 XS Amsterdam, the Netherlands.

This Proxy Statement and the accompanying Notice of Annual General Meeting of Shareholders and proxy card are first being made available to our shareholders on or about July 24, 2025.

QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING and PROXY MATERIALS

Why did I receive these proxy materials?

We are providing these proxy materials to you in connection with the solicitation by our Supervisory Board of proxies to be voted at the 2025 Annual Meeting.

What am I voting on and how does the Supervisory Board recommend I vote?

You will be voting on the following proposals. After careful consideration, the Supervisory Board unanimously recommends that Registered Shareholders vote as follows:

Who may vote at the 2025 Annual Meeting?

If you are a holder of record of our Ordinary Shares or High Voting Shares, or if you hold Ordinary Shares in street name at the close of business Eastern Time on July 16, 2025 (the “Record Date”), you are entitled to receive notice of and to vote at the 2025 Annual Meeting and any adjournment thereof. There were 1,424,186 Ordinary Shares and 40,000 High Voting Shares issued and outstanding as of the Record Date. We have no other securities entitled to vote at the 2025 Annual Meeting. Each Ordinary Share is entitled to cast one vote on each voting proposal. Each High Voting Share is entitled to cast 25 votes on each voting proposal. There is no cumulative voting.

What are the quorum requirements for the 2025 Annual Meeting?

There are no quorum requirements for the 2025 Annual Meeting.

What vote is required for the approval of each proposal at the 2025 Annual Meeting?

Voting Proposals No. 1-3, 5-7: Each matter proposed by the Supervisory Board, other than the proposal for the authorisation of the Supervisory Board to exclude or limit pre-emption rights upon any issuance of Ordinary Shares or High Voting Shares and any grant of rights to subscribe for Ordinary Shares or High Voting Shares (Voting Proposal No. 4), shall be adopted by a simple majority of the Ordinary Shares present in person or represented by proxy at the 2025 Annual Meeting and entitled to vote. Abstentions, “blank votes”, “broker non-votes” and invalid votes are not considered votes cast.

Voting Proposal No. 4: If less than half of the issued capital is represented, the authorisation of the Supervisory Board to exclude or limit pre-emption rights upon any issuance of Ordinary Shares or High Voting Shares and any grant of rights to subscribe for Ordinary Shares or High Voting Shares can only be adopted by a majority of at least two-thirds of the votes cast. If more than half of the issued capital is represented, a simple majority is sufficient to adopt this proposal.

What is the difference between being a holder of record of shares and holding shares in “street name”?

A holder of record holds shares in its name. Shares held in “street name” refers to shares that are held in the name of a bank, broker or other nominee on a person’s behalf.

Am I entitled to vote if my shares are held in “street name”?

Yes. If your Ordinary Shares are held by a bank, broker or other nominee, you are considered the “beneficial owner” of those Ordinary Shares held in “street name.” If your Ordinary Shares are held in street name, these proxy materials will be provided to you by your bank, broker or other nominee, along with a voting instruction card. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares, and the bank, broker or other nominee is required to vote your shares in accordance with your instructions. There are no High Voting Shares currently held in “street name.”

How can I vote my Ordinary Shares and High Voting Shares?

If you are a Registered Shareholder of Shares at the close of business on the Record Date, you may vote as follows:

If your Ordinary Shares are held in street name at the close of business on the Record Date:

Please ensure that you vote in advance of the 2025 Annual Meeting by Internet, by telephone or by mail, in accordance with the instructions above. To be sure that your vote will be received in time (and no later than 12:00 p.m. Central European Summer Time on August 6, 2025), please cast your vote by your choice of available means at your earliest convenience. Even if you plan to attend the 2025 Annual Meeting in person, we encourage you to vote your shares by Internet or by telephone.

Can I change my vote?

Even if you cast your vote by executing and delivering your proxy card, you retain the right to revoke and change your vote prior to the 2025 Annual Meeting. If you are a Registered Shareholder of Shares at the close of business on the Record Date, you may change your vote by doing any one of the following:

If your Ordinary Shares are held in street name, you may submit new voting instructions by contacting your bank, broker or other nominee.

Unless so revoked, the Ordinary Shares represented by a proxy, if timely received, will be voted in accordance with the directions given therein.

If the 2025 Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the 2025 Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the 2025 Annual Meeting (except for any proxies that have at that time effectively been revoked or withdrawn).

How do I vote by proxy?

The Ordinary Shares and High Voting Shares represented by a valid proxy that is timely delivered will be voted at the 2025 Annual Meeting in accordance with the instructions of the shareholder. You may vote “FOR” or “AGAINST” or “ABSTAIN” from each of the voting proposals.

What does it mean to “ABSTAIN” from a vote?

An “abstention” represents a shareholder’s affirmative choice to decline to vote on a proposal. Abstentions are not considered votes cast.

What happens if I do not vote or if I return a proxy card or otherwise vote without giving specific voting instructions?

If you do not vote by completing and returning the enclosed proxy card, through the Internet, by telephone, or by voting in person at the 2025 Annual Meeting, your Ordinary Shares and any High Voting Shares you hold will not be voted. A failure to vote means your Shares will not be counted for the purpose of determining the number of votes cast and will have no effect on the outcome of the proposals.

If you return a signed and dated proxy card or otherwise vote but without marking voting selections, your Shares will not be counted for the purpose of determining the number of votes cast and will have no effect on the outcome of the proposals.

If my Ordinary Shares are held in street name, will my bank, broker or other nominee automatically vote my shares for me?

If you hold your shares in street name, your broker, bank or other nominee cannot vote your Ordinary Shares on non-routine matters, such as the amendment to our Articles of Association, without instructions from you. You should therefore instruct your broker, bank or other nominee as to how to vote your shares, following the directions from your broker, bank or other nominee provided to you. Please check the voting form used by your broker, bank or other nominee.

If you do not provide your broker, bank or other nominee with instructions and your broker, bank or other nominee submits an unvoted proxy with respect to a proposal that is a non-routine matter, this will be considered to be a “broker non-vote” and your Ordinary Shares will not be counted for the purpose of determining the number of votes cast and will have no effect on the outcome of that proposal. However, your broker, bank or other nominee is entitled to vote shares held for a beneficial owner on routine matters, such as the approval of the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those Ordinary Shares, in which case your Ordinary Shares will count for purposes of determining the number of votes cast with respect to that proposal.

Beneficial owners of Ordinary Shares held through a broker, bank or other nominee may not vote the underlying shares at the 2025 Annual Meeting, unless they first obtain a signed “legal proxy” from the broker, bank or other nominee through which you beneficially own your shares.

What are Broker Non-Votes?

“Broker non-votes” are shares represented at the 2025 Annual Meeting held by brokers, bankers, or other nominees (i.e., in “street name”) that are not voted on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Generally, brokerage firms may vote to ratify the selection of independent auditors and on other “discretionary” or “routine” items. In contrast, brokerage firms may not vote to approve amendments to our Articles of Association, because those proposals are considered “non-discretionary” items. Accordingly, if you do not instruct your broker how to vote your Ordinary Shares on “non-discretionary” matters, your broker will not be permitted to vote your Ordinary Shares on these matters.

Who is soliciting proxies for the 2025 Annual Meeting, and who is paying for this proxy solicitation?

The Supervisory Board is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the charges and expenses for preparation, assembly, printing, mailing, and distribution of this Proxy Statement and the related proxy materials. Morrow Sodali, a proxy solicitor, has been retained to assist the Company in the solicitation of proxies for the 2025 Annual Meeting, and the Company will pay Morrow Sodali $15,000, plus reimbursement for its reasonable out-of-pocket expenses, and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as the Company’s proxy solicitor. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the Internet by Morrow Sodali, or, without any additional compensation, by certain of the Company’s directors, officers and employees.

We will ask banks, brokers and other institutions, nominees and fiduciaries holding Ordinary Shares beneficially owned by others to forward this Proxy Statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. The Company will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to our shareholders.

How are votes counted?

The Company will tabulate the votes submitted by proxy prior to the cut-off time as described in this Proxy Statement. The Chair of the 2025 Annual Meeting will tabulate the votes validly cast at the 2025 Annual Meeting by those present at the meeting, if any. These tabulations will be provided to the Company.

Where can I find the voting results?

The preliminary voting results will be announced at the 2025 Annual Meeting. The final results will be disclosed in a Current Report on Form 8-K, which we will file with the SEC as soon as practicable after the 2025 Annual Meeting.

Whom should I contact if I have any questions about the proposals, the 2025 Annual Meeting or voting?

If you are a Registered Shareholder and have any questions about the proposals or the 2025 Annual Meeting, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this Proxy Statement or the enclosed proxy card, you should contact Morrow Sodali, our proxy solicitor, by calling +1 (800) 662-5200 (tollfree), or banks and brokers can call +1 (203) 658-9400, or by emailing SEVCF@investor.sodali.com.

If your shares are held through an account with a broker, dealer, bank or other nominee, you should call your broker, dealer, bank or other nominee for additional information.

VOTING PROPOSAL NO. 1
RELEASE FROM LIABILITY OF THE MEMBERS OF OUR MANAGEMENT BOARD AND SUPERVISORY BOARD

At the 2025 Annual Meeting, as is customary for companies organized under Dutch Law, our Registered Shareholders will be asked to discharge each member of our Management Board and our Supervisory Board in office during the financial year ended December 31, 2024 from all liability with respect to the exercise of their respective duties during that year.

The scope of this release from liability extends to the exercise of the respective duties of the members of our Management Board and Supervisory Board, to the extent the exercise of such duties is apparent from the Annual Report Form 10-K or other public disclosures made by the Company prior to the 2025 Annual Meeting. Therefore, this release does not apply to matters that were not previously disclosed to our shareholders. This release is also subject to the provisions of Dutch law relating to directors’ liability in the event of bankruptcy (faillissement), suspension of payments (surséance van betaling), or a restructuring under the Act on the Confirmation of Private Restructuring Plans (herstructurering onder de Wet Homologatie Onderhands Akkoord or WHOA).

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

BOARD RECOMMENDATION

The Supervisory Board unanimously recommends that shareholders vote “FOR” the release from liability of the members of our Management Board and Supervisory Board in office during the financial year ended December 31, 2024 in relation to the exercise of their duties during our financial year ended December 31, 2024, to the extent the exercise of such duties is apparent from the Annual Report Form 10-K or other public disclosures made by the Company prior to the 2025 Annual Meeting.

VOTING PROPOSAL NO. 2
APPOINTMENT OF GRASSI & CO. AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR fiNANCIAL YEAR 2025

For the financial year ending December 31, 2025, the Audit Committee of our Supervisory Board (the “Audit Committee”) has selected Grassi & Co., CPAs, P.C. (“Grassi & Co.”) to serve as our independent registered public accounting firm for purposes of auditing our consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S as reported pursuant to U.S. law, including in relation to the Company’s annual report on Form 10-K to be filed with the SEC for the financial year 2025. As required by Dutch law, shareholder approval must be obtained for the selection of Grassi & Co. to serve as our auditor and independent registered public accounting firm.

We do not expect that representatives of Grassi & Co. will be present at the 2025 Annual Meeting and, accordingly, such representatives will not be available to answer appropriate questions or to make a statement during the meeting. If representatives of Grassi & Co. were to attend the 2025 Annual Meeting, they would have the opportunity to make a statement if they desire to do so.

The Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. We do not believe that any relationships exist which would interfere with Grassi & Co.’s independence.

Change of Auditors in First Quarter 2023

As previously reported in the Company’s Current Report on Form 6-K filed with the SEC on February 22, 2024 (the “February 22, 2024 Current Report”), on February 26, 2024, the Audit Committee approved the engagement of Grassi & Co. as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2023, effective immediately, which appointment was ratified by the shareholders at our 2024 annual general meeting of shareholders held on July 31, 2024 (the “2024 Annual Meeting”). PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (“PwC”) previously served as the Company’s independent registered public accounting firm since 2020. On January 31, 2023, PwC declined to stand for re-appointment to serve as the independent registered public accounting firm for the audit of the Company’s financial statements for the financial year ended December 31, 2023. The decision was not a result of any disagreement between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

The reports of PwC on the Company’s financial statements as of and for the financial years ended December 31, 2022 and 2021 filed with the SEC did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that PwC’s report included a substantial doubt about the Company’s ability to continue as a going concern (i) with respect to PwC’s audit of the Company’s consolidated financial statements as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 and (ii) with respect to PwC’s audit of the Company’s consolidated financial statements as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021.

During the financial years ended December 31, 2022 and 2021, and in the subsequent interim period through the date of the February 22, 2024 Current Report, there were no disagreements (as defined in Item 16F(a)(1)(iv) to Form 20-F and the related instructions thereto) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreement(s) in its reports on the consolidated financial statements for such years, and there were no “reportable events” within the meaning of Item 16F(a)(1)(v) of Form 20-F.

Principal Accountant Fees and Services

On February 26, 2024, Grassi & Co., Jericho, New York, PCAOB ID: 606, was appointed as our independent registered public accounting firm for the financial year ended December 31, 2023. The following table presents fees for professional services rendered by Grassi & Co. for the financial years ended December 31, 2024 and December 31, 2023:

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. These policies generally provide that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. The Audit Committee approved all of the services described above and determined that the provision of such services is compatible with maintaining the independence of Grassi & Co.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

BOARD RECOMMENDATION

The Supervisory Board unanimously recommends that you vote “FOR” the appointment of Grassi & Co. as the Company’s independent registered public accounting firm for the financial year ending December 31, 2025.

VOTING PROPOSAL NO. 3
AUTHORISATION OF THE SUPERVISORY BOARD TO ISSUE SHARES AND/OR GRANT RIGHTS TO SUBSCRIBE FOR SHARES

Under Dutch law and our Articles of Association, the general meeting of shareholders may authorise our Supervisory Board to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares for a specific period not exceeding five years.

Background

Many U.S.-listed companies are subject to Delaware law, which provides the board of directors (as opposed to shareholders) with the sole discretion and authority to approve issuances of the company’s capital stock, as long as the number of shares to be issued, together with those shares that are already issued and outstanding, do not exceed the authorised number of shares set forth in such company’s charter. However, as a company incorporated under the laws of the Netherlands, we are subject to more stringent legal requirements with regard to the authority of our Supervisory Board to approve the issuance of our Ordinary Shares and High Voting Shares. Specifically, under our Articles of Association, the Supervisory Board does not have the sole authority to issue Ordinary Shares and High Voting Shares and we are therefore required to seek the approval of our shareholders each time we wish to do so, unless our shareholders have delegated such authority to the Supervisory Board at a general meeting.

For U.S.-listed companies subject to Dutch law, proposals of this nature seeking to delegate authority to the board of directors to issue ordinary shares, with certain limitations, are consistent with market practice and are often a recurring agenda item at annual general meetings of shareholders, as has been the case historically for us. At the 2024 Annual Meeting, our shareholders approved the authorisation of our Supervisory Board to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares. Since the authorisation approved at the 2024 Annual Meeting will expire at the conclusion of the 2025 Annual Meeting, we are seeking the same authorisation at the 2025 Annual Meeting. We are also asking our shareholders to approve the authorisation of our Supervisory Board to issue High Voting Shares and to grant rights to subscribe for High Voting Shares.

Share Authorisation

On the date of this Proxy Statement, 1,424,186 Ordinary Shares are issued and outstanding and 40,000 High Voting Shares are issued and outstanding. Approval of Voting Proposal No. 3 would authorise our Supervisory Board in accordance with Section 2:96 of the Dutch Civil Code, to (i) issue additional Ordinary Shares and/or grant rights to subscribe for such additional Ordinary Shares for any legal purpose up to a maximum of 105,711,643 Ordinary Shares, and (ii) issue additional High Voting Shares and/or grant rights to subscribe for such additional High Voting Shares for any legal purpose up to a maximum of 13,400 High Voting Shares. If our shareholders approve this Voting Proposal No. 3, the authorisation of the Supervisory Board will expire at the earlier of the conclusion of the 2026 annual general meeting of shareholders and 18 months from the date of the 2025 Annual Meeting.

Reasons for the Share Authorisation

We recognize that issuing equity is dilutive to shareholders. However, as described in the Annual Report on Form 10-K, approval of Voting Proposal No. 3 will support our need to raise additional funds through public or private debt or equity financing or other means in order to fund our business, and will provide our Supervisory Board with the flexibility to issue and/or grant rights to subscribe for additional Ordinary Shares and additional High Voting Shares, to the extent the Supervisory Board deems such issuances and transactions to be in the interest of the Company and its stakeholders. The funds we receive through the sale of such additional Ordinary Shares and such additional High Voting Shares, subject to satisfactory market conditions to limit the dilutive effect to existing shareholders, are essential to fund our operations and drive value for our stakeholders.

If this Voting Proposal No. 3 is approved, we may issue additional Ordinary Shares and additional High Voting Shares and/or grant rights to subscribe for such additional Ordinary Shares and such additional High Voting Shares as part of future public or private debt or equity financings to raise capital to fund our business (subject to satisfactory market conditions), as a component of other strategic transactions, or for such other purposes as our Supervisory Board may reasonably determine, in each case with limited delay and without the expense of holding an extraordinary general meeting of shareholders. Opportunities to raise capital through debt or equity financings and to execute on strategic transactions can arise under circumstances requiring prompt action, and the likelihood of the successful execution of such transactions could be materially reduced if such transactions require the approval of our shareholders at an extraordinary general meeting, which could require up to eight weeks of preparation.

The Supervisory Board believes that it is advisable and in the best interest of the Company and its stakeholders to provide this authorisation for general purposes in order to avoid the delay and expense of obtaining shareholder approval at a later date, and to provide us with greater flexibility to pursue financing opportunities or strategic transactions. The terms of any future issuance of additional Ordinary Shares or additional High Voting Shares and/or grant of rights to subscribe for such additional Ordinary Shares or such additional High Voting Shares will depend largely upon market and financial conditions, the nature and terms of any prospective transaction, and other factors existing at the time of issuance.

As discussed in the Annual Report on Form 10-K, the Company has applied for listing of the Ordinary Shares on the Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities that will result in a change of control of a listed company, which for purposes of Nasdaq Listing Rule 5635(b) is generally deemed to occur when an investor or investor group acquires or has the right to acquire 20% or more of a company’s outstanding ordinary shares or voting power and such ownership or voting power would be the largest ownership position. Shareholders should note that a “change of control” as described under Nasdaq Listing Rule 5635(b) applies only with respect to the application of such rule and does not constitute a “change of control” for purposes of our organizational documents, or any other purpose.

Pursuant to Nasdaq Listing Rule 5635(d), shareholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price. For purposes of Nasdaq Listing Rule 5635(d), (A) “20% Issuance” means a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of Ordinary Shares (or securities convertible into or exercisable for Ordinary Shares), which alone or together with sales by the Company’s officers, directors, or substantial shareholders equals 20% or more of Ordinary Shares or 20% or more of the voting power outstanding before the issuance and (B) “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of Ordinary Shares (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement. In determining whether multiple issuances should be aggregated for purposes of Nasdaq Listing Rule 5635(d), Nasdaq will consider several factors, including the timing of the issuances. The approval by our shareholders of this Voting Proposal No. 3 will constitute stockholder approval for purposes of Nasdaq Listing Rule 5635(d).

As of January 1, 2025, the Company began reporting with the SEC as a domestic issuer instead of a foreign private issuer. Therefore, if the Ordinary Shares become listed on the Nasdaq Capital Market, the Company will not be permitted to opt-out of Nasdaq Listing Rule 5635.

This resolution is proposed by our Management Board in accordance with Article 33.1 of the Articles of Association.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

BOARD RECOMMENDATION

The Supervisory Board unanimously recommends that shareholders vote “FOR” the authorisation of the Supervisory Board, for a period of 18 months following the date of the 2025 Annual Meeting, to issue additional Ordinary Shares and/or grant rights to subscribe for such additional Ordinary Shares for any legal purpose up to a maximum of 105,711,643 Ordinary Shares, and issue additional High Voting Shares and/or grant rights to subscribe for such additional High Voting Shares for any legal purpose up to a maximum of 13,400 High Voting Shares.

VOTING PROPOSAL NO. 4
AUTHORISATION OF THE SUPERVISORY BOARD TO EXCLUDE OR LIMIT PRE-EMPTIon RIGHTS

Under Dutch law, holders of our Ordinary Shares and holders of our High Voting Shares have a pro-rata pre-emptive right of subscription to any of our Ordinary Shares and High Voting Shares, respectively, that are issued for cash, which entitles our shareholders to maintain their percentage ownership of our Ordinary Shares and High Voting Shares, as applicable, by buying a proportional number of any new shares of the applicable class that we issue from time to time. However, Dutch law and our Articles of Association permit our shareholders to authorise our Supervisory Board to exclude or limit these pre-emptive rights. This authorisation may not continue for more than five years, but it may be given on a rolling basis.

At the 2024 Annual Meeting, our shareholders authorised our Supervisory Board to restrict or exclude preemptive rights accruing to shareholders in connection with the issuance of additional Ordinary Shares and/or the granting of rights to subscribe for such additional Ordinary Shares for a period of 18 months from the date of the 2024 Annual Meeting. This authorisation is limited to 105,711,643 Ordinary Shares, and will expire at the conclusion of the 2025 Annual Meeting.

At the 2025 Annual Meeting, we are asking our shareholders to delegate authority to our Supervisory Board, in accordance with Section 2:96a of the Dutch Civil Code, to exclude or limit pre-emptive rights in relation to the issuance of additional Ordinary Shares and additional High Voting Shares and/or the granting of rights to subscribe for such additional Ordinary Shares and such additional High Voting Shares described in Voting Proposal No. 3, if such proposal is approved. For the avoidance of doubt, this authorisation to exclude or limit pre-emptive rights will be limited to the number of shares described in Voting Proposal No. 3 (up to a maximum of 105,711,643 Ordinary Shares, and up to a maximum of 13,400 High Voting Shares) for a period of 18 months following the date of the 2025 Annual Meeting.

If our shareholders do not delegate authority to our Supervisory Board to limit or exclude preemptive rights on the terms set forth above, only the general meeting of shareholders would have the power to limit or exclude preemptive rights, meaning we would have to incur the expense and delay of convening an extraordinary meeting prior to any issuance of Ordinary Shares or High Voting Shares or grant of rights to subscribe for Ordinary Shares or High Voting Shares pursuant to the authority granted to our Supervisory Board under Voting Proposal No. 3, if approved. Accordingly, the same justifications discussed in Voting Proposal No. 3 under “Reasons for the Share Authorisation” apply in support of this Voting Proposal No. 4.

This resolution is proposed by our Management Board in accordance with Article 33.1 of the Articles of Association.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2025 Annual Meeting and entitled to vote, or the affirmative vote of a two-thirds majority of our Ordinary Shares present in person or represented by proxy at the 2025 Annual Meeting and entitled to vote if only less than half of the issued share capital is so represented at the 2025 Annual Meeting, is required to approve this Voting Proposal No. 4. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. The approval of Voting Proposal No. 4 is subject to, and contingent upon, the approval by our shareholders of Voting Proposal No. 3 at the 2025 Annual Meeting.

BOARD RECOMMENDATION

The Supervisory Board unanimously recommends that shareholders vote “FOR” the authorisation of the Supervisory Board to exclude or limit pre-emptive rights from time to time, up to the numbers of Ordinary Shares and High Voting Shares described in Voting Proposal No. 3, if approved, for a period of 18 months following the date of the 2025 Annual Meeting.

VOTING PROPOSAL NO. 5
AUTHORISATION OF THE MANAGEMENT BOARD TO ACQUIRE SHARES IN THE ISSUED SHARE CAPITAL OF THE COMPANY

Under Dutch law and our Articles of Association, our Management Board may, subject to certain exceptions, be authorised in accordance with Section 2:98 of the Dutch Civil Code to acquire our issued Ordinary Shares, High Voting Shares and Preferred Shares on our behalf, in an amount, at prices and in the manner authorised by the general meeting of shareholders.

At the 2025 Annual Meeting, as contemplated by Dutch law and as is typical for Dutch registered companies, our shareholders will be asked to authorise our Management Board to acquire, subject to the prior approval of the Supervisory Board, (i) the Company’s own fully paid-up Ordinary Shares up to a maximum of 10% of the issued Ordinary Share capital of the Company as of the date of this Proxy Statement, (ii) up to a maximum of 100% of the High Voting Shares and (iii) up to a maximum of 100% of the Preferred Shares in the capital of the Company, for a period of 18 months from the date of the 2025 Annual Meeting in open market purchases, through privately negotiated transactions, or by means of self-tender offer or offers, for no consideration or at prices per share ranging from the nominal value up to the volume weighted average market price per share at the time of the transaction. This authority to repurchase shares is similar to that afforded under state law to public companies domiciled in the United States. For purposes of this authorisation, “volume weighted average market price per share” means the volume weighted average price per Ordinary Share as officially quoted on any of the official stock markets on which the Ordinary Shares are listed over the seven (7) banking days preceding the date the repurchase is effected or proposed. Trading of our Ordinary Shares on the Nasdaq Global Market was suspended on July 21, 2023. Since July 2, 2024, our Ordinary Shares have been quoted on the OTCQB. This authorisation, if approved by our shareholders, will supersede and replace the Management Board’s existing repurchase authorisation approved by shareholders at the 2024 Annual Meeting.

The purpose of this Voting Proposal No. 5 is to allow us the flexibility to repurchase our Ordinary Shares, High Voting Shares and Preferred Shares without the expense of calling an extraordinary general meeting of shareholders if the Management Board believes such repurchases would be in the best interests of the Company and its stakeholders. Such Ordinary Shares, High Voting Shares and Preferred Shares could be used for any valid corporate purpose, including use under our equity compensation plans, or for acquisitions, mergers, capital planning or similar transactions.

Our Supervisory Board proposes that our shareholders authorise our Management Board for an 18-month period from the date of the 2025 Annual Meeting to acquire, subject to the prior approval of the Supervisory Board, (i) the Company’s own fully paid-up Ordinary Shares up to a maximum of 10% of the issued Ordinary Share capital of the Company as of the date of this Proxy Statement, (ii) up to a maximum of 100% of the High Voting Shares and (iii) up to a maximum of 100% of the Preferred Shares, in open market purchases, through privately negotiated transactions, or by means of self-tender offer or offers, for no consideration or at prices per share ranging from the nominal value up to the volume weighted average market price per share at the time of the transaction, within the limits set by Dutch law and our Articles of Association.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

BOARD RECOMMENDATION

The Supervisory Board unanimously recommends that shareholders vote “FOR” the authorisation of the Management Board to acquire, subject to the prior approval of the Supervisory Board, (i) the Company’s own fully paid-up Ordinary Shares up to a maximum of 10% of the issued Ordinary Share capital of the Company as of the date of this Proxy Statement, (ii) up to a maximum of 100% of the High Voting Shares and (iii) up to a maximum of 100% of the Preferred Shares, for a period of 18 months from the date of the 2025 Annual Meeting.

VOTING PROPOSAL NO. 6
APPROVAL OF CANCELLATION OF SHARES IN THE ISSUED SHARE CAPITAL OF THE COMPANY

In accordance with Dutch law, we are asking our shareholders to approve, subject to the approval of the Supervisory Board, the cancellation of all or a portion of the fully paid up Ordinary Shares, High Voting Shares and Preferred Shares in the issued share capital of the Company, held by the Company in treasury (“Treasury Shares”).

In addition to the Ordinary Shares, our share capital provides for a number of other classes of shares which can be converted into Ordinary Shares. The cancellation of all or a portion of the Treasury Shares is proposed in order to provide flexibility and efficiency for managing capital and compliance with Dutch corporate law.

The cancellation of all or any portion of the Treasury Shares can be executed in one or more tranches. The number of Treasury Shares to be cancelled (whether or not in a tranche) will be determined by our Supervisory Board.

If this Voting Proposal No. 6 is approved by our shareholders at the 2025 Annual Meeting, our Supervisory Board will be authorised to decide not to effect the cancellation of all or any portion of Treasury Shares.

This resolution is proposed by our Management Board in accordance with Article 33.1 of the Articles of Association.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

BOARD RECOMMENDATION

The Supervisory Board unanimously recommends that shareholders vote “FOR” the approval of the cancellation of all or a portion of the fully paid up Ordinary Shares, High Voting Shares and Preferred Shares in the issued share capital of the Company, held by the Company in treasury.

VOTING PROPOSAL NO. 7
APPROVAL OF AMENDMENT TO ARTICLES OF ASSOCIATION to Remove Certain Equity and Voting Restrictions

Reference is made to the convocation notice, including explanatory notes and other meeting documents, related to the extraordinary general meeting of the Company’s shareholders held on November 7, 2024 (the “November EGM”), whereby the general meeting of the Company approved the amendment of the Articles of Association to introduce, among other matters, the Preferred Share class in the share capital of the Company, as well as equity and voting restrictions for shareholders. This amendment was referenced as “Part B” in the meeting documents for the November EGM. As of the date of this Proxy Statement, the amendment to Part B of the Articles of Association has not yet been implemented. We believe that the aforementioned equity and voting restrictions are considered to be too cumbersome by investors and limit the flexibility of the Company to attract and retain investors. The Management Board therefore proposes, with the approval of the Supervisory Board, to approve of the amendment to the Articles of Association, either (i) if Part B has not been implemented, to modify Part B of the Articles of Association, as adopted at the November EGM, in such a manner that inter alia the aforementioned equity and voting restrictions are removed (“Scenario 1”) or (ii) to inter alia delete the aforementioned equity and voting restrictions from the Articles of Association, if Part B has been implemented as of the time of the 2025 Annual Meeting (“Scenario 2”).

The verbatim text of the proposals to amend the Articles of Association (Scenario 1 and Scenario 2) and the complete Articles of Association as would be amended by the implementation of either Scenario 1 or Scenario 2 (each in Dutch and English) is attached hereto in Annex A.

This Voting Proposal No. 7 to amend the Articles of Association includes the proposal to authorise each Managing Director of the Company and every (candidate) civil law notary, notarial employee and attorney-at-law of DLA Piper Nederland N.V. in Amsterdam, the Netherlands, acting jointly as well as separately, to execute the notarial deed of amendment and to undertake all other action that the authorised person deems necessary or useful.

This resolution is proposed by our Management Board in accordance with Article 33.1 of the Articles of Association.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

BOARD RECOMMENDATION

The Supervisory Board unanimously recommends that shareholders vote “FOR” the approval of the amendment to the Articles of Association (Scenario 1 and Scenario 2) to remove certain equity and voting restrictions.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Based on information publicly filed and provided to us by certain holders, the following table shows the number of our Ordinary Shares and our High Voting Shares beneficially owned as of June 30, 2025 by (i) each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Ordinary Shares or our High Voting Shares, (ii) each of our directors, including each member of our Management Board and our Supervisory Board, (iii) each of our current named executive officers identified in our Annual Report on Form 10-K, and (iv) all directors and named executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power, as well as any shares that the individual has the right to acquire within 60 days of June 30, 2025 through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares held by that person.

The beneficial ownership of our Ordinary Shares and High Voting Shares is based on 1,409,921 Ordinary Shares and 40,000 High Voting Shares issued and outstanding as of June 30, 2025.

Unless otherwise indicated below, the address for each beneficial owner listed is c/o Sono Group N.V., Waldmeisterstraße 93, 80935 Munich, Germany.

SHAREHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

To reduce the expense of delivering duplicate proxy materials to shareholders who may have more than one account holding our shares that share the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain shareholders of record who have the same address and last name will receive only one copy of our proxy materials until such time as one or more of these shareholders notifies us that they want to receive separate copies. This procedure reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of our proxy materials mailed to you, please submit a request to Investor Relations at ir@sonomotors.com, or you can contact Morrow Sodali, our proxy solicitor, at SEVCF@investor.sodali.com or by calling +1 (800) 662-5200 (toll-free), and we will promptly send you what you have requested. You can also contact Investor Relations at the phone number above if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future, or if you would like to opt out of householding for future mailings.

SHAREHOLDER PROPOSALS AND NOMINATIONS TO BE PRESENTED AT 2026 ANNUAL GENERAL MEETING

SEC rules permit shareholders to submit proposals for inclusion in our 2026 proxy statement by satisfying the requirements set forth in Rule 14a-8 of the Exchange Act. These shareholder proposals must be submitted, along with proof of ownership of our shares in accordance with Rule 14a-8(b)(2), to Investor Relations at our principal executive offices, located at Waldmeisterstraße 93, 80935 Munich, Germany, no later than the close of business on March 26, 2026 (120 days prior to the anniversary of this year’s mailing date). If the 2026 annual general meeting is held more than 30 days before or after the first anniversary of the date of the 2025 Annual Meeting, then the deadline is a reasonable time before the Company begins to print and send its proxy materials for the 2026 annual general meeting, which we deem to be the later of 60 days prior to the 2026 annual general meeting or 10 days following the Company’s first public announcement of the date of such meeting. Failure to deliver a proposal in accordance with these procedures may result in it being deemed not timely received. Submitting a shareholder proposal does not guarantee that we will include it in our 2026 proxy statement. Shareholder proposals that do not meet the requirements set forth above may be excluded from our 2026 proxy statement as provided under Rule 14a-8.

Any other shareholder proposals and nominations to be presented at our 2026 annual general meeting of shareholders, must be received by Investor Relations at our principal executive offices no later than 60 days before the date of the annual general meeting and must otherwise be given pursuant to the requirements of Dutch law. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, the notice given by any shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees must comply with any additional requirements of Rule 14a-19 under the Exchange Act.

Proposals and nominations that are not received by the dates specified above will be considered untimely. In addition, proposals must comply with the laws of the Netherlands, our Articles of Association and the rules and regulations of the SEC. We will not entertain any nominations or other proposals at an annual meeting that do not satisfy these requirements. For nominations or other proposals that are properly submitted and timely filed, if the shareholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting under proxies that we solicit to vote in accordance with our best judgment on any such shareholder proposal, provided that we include in our proxy statement advice on the nature of the proposal and how we intend to exercise our voting discretion. Our Articles of Association are available online through the SEC’s EDGAR website as Exhibit 3.1 to our Form 6-K filed with the SEC on December 30, 2024. We strongly encourage shareholders to seek advice from knowledgeable counsel before submitting a nomination or other proposal.

GENERAL MATTERS

Availability of Certain Documents

This Proxy Statement, our Annual Report on Form 10-K and our other filings with the SEC are available online through the SEC’s website at www.sec.gov, and on our website at https://sonomotors.com. Copies may also be obtained free of charge by written request to Investor Relations at the address set forth below:

Sono Group N.V.

Waldmeisterstraße 93, 80935

Munich, Germany

Attention: Investor Relations

Email: ir@sonomotors.com

Transaction Of Other Business

As of the date of this Proxy Statement, our Management Board and Supervisory Board are not aware of any matters to be presented for action at the 2025 Annual Meeting other than those described above. However, if any other matters should properly come before the 2025 Annual Meeting, it is the intention of the persons named in the accompanying proxy card to vote such proxy card in accordance with their judgment on such matters.

ANNEX A

DOORLOPENDE TEKST VOORSTEL TOT STATUTENWIJZING SONO GROUP N.V.

Bevattende:

Deel A, agendapunt 3 (EGM 7 november 2024)

Deel B (revised), agendapunt 10 (AGM 13 augustus 2025)

Deel C, agendapunt 5 (EGM 7 november 2024)

STATUTEN

DEFINITIES EN INTERPRETATIE

Artikel 1

NAAM EN ZETEL

Artikel 2

DOELSOMSCHRIJVING

Artikel 3

De Vennootschap heeft ten doel:

milieu

Artikel 4

AANDELEN - MAATSCHAPPELIJK KAPITAAL EN CERTIFICATEN

Artikel 5

AANDELEN - VORM EN AANDEELHOUDERSREGISTER

Artikel 6

AANDELEN - OMZETTING VAN AANDELEN MET VERHOOGD STEMRECHT EN PREFERENTE AANDELEN

Artikel 7

AANDELEN - UITGIFTE

Artikel 8

AANDELEN - VOORKEURSRECHT

Artikel 9

AANDELEN - STORTING

Artikel 10

AANDELEN - STEUNVERBOD

Artikel 11

AANDELEN - VERKRIJGING VAN EIGEN AANDELEN

Artikel 12

AANDELEN - KAPITAALVERMINDERING

Artikel 13

AANDELEN - VEREISTEN VOOR UITGIFTE EN LEVERING

Artikel 14

AANDELEN - VRUCHTGEBRUIK EN PANDRECHT

Artikel 15

AANDELEN - BLOKKERINGSREGELING

Artikel 16

Indien de Verzoekende Aandeelhouder het Bestuur niet tijdig informeert omtrent zijn keuze, wordt hij geacht zijn verzoek tot goedkeuring te hebben ingetrokken, in welk geval de Verzoekende Aandeelhouder de betreffende Overdrachtsaandelen niet kan overdragen.

BESTUUR - SAMENSTELLING

Artikel 17

BESTUUR - BENOEMING, SCHORSING EN ONTSLAG

Artikel 18

BESTUUR - TAKEN EN ORGANISATIE

Artikel 19

BESTUUR - BESLUITVORMING

Artikel 20

BESTUUR - BEZOLDIGING

Artikel 21

BESTUUR - VERTEGENWOORDIGING

Artikel 22

RAAD VAN COMMISSARISSEN - SAMENSTELLING

Artikel 23

RAAD VAN COMMISSARISSEN - BENOEMING, SCHORSING EN ONTSLAG

Artikel 24

De Algemene Vergadering kan echter aan iedere zodanige voordracht steeds het bindend karakter ontnemen bij een besluit genomen met twee derden van de uitgebrachte stemmen, die meer dan de helft van het geplaatste kapitaal vertegenwoordigen. Indien het bindend karakter aan een voordracht wordt ontnomen doet de Raad van Commissarissen een nieuwe voordracht. Een nieuwe vergadering zoals bedoeld in artikel 2:120 lid 3 BW kan niet worden bijeengeroepen.

De voordracht wordt gemotiveerd. Bij herbenoeming wordt rekening gehouden met de wijze waarop de kandidaat zijn taak als Commissaris heeft vervuld.

RAAD VAN COMMISSARISSEN - TAKEN EN ORGANISATIE

Artikel 25

RAAD VAN COMMISSARISSEN - BESLUITVORMING

Artikel 26

RAAD VAN COMMISSARISSEN - BEZOLDIGING

Artikel 27

De Algemene Vergadering kan aan de Commissarissen een bezoldiging toekennen.

VRIJWARING

Article 28

voor zover zulks betrekking heeft op zijn huidige of voormalige functie bij de Vennootschap en/of een Groepsmaatschappij en steeds voor zover toegelaten onder het toepasselijke recht.

ALGEMENE VERGADERING - OPROEPEN EN HOUDEN VAN VERGADERINGEN

Artikel 29

ALGEMENE VERGADERING - PROCEDURELE REGELS

Artikel 30

De persoon die de Algemene Vergadering zou voorzitten op grond van de onderdelen a. tot en met e. kan een andere persoon aanwijzen om, in zijn plaats, de Algemene Vergadering voor te zitten.

ALGEMENE VERGADERING - UITOEFENING VAN VERGADER- EN STEMRECHT

Artikel 31

ALGEMENE VERGADERING - BESLUITVORMING

Artikel 32

ALGEMENE VERGADERING - BIJZONDERE BESLUITEN

Artikel 33

SOORTVERGADERINGEN

Artikel 34

VERSLAGGEVING - BOEKJAAR, JAARREKENING EN BESTUURSVERSLAG

Artikel 35

VERSLAGGEVING - ACCOUNTANTSONDERZOEK

Artikel 36

UITKERINGEN - ALGEMEEN

Artikel 37

UITKERINGEN - RESERVES

Artikel 38

UITKERINGEN - WINST

Artikel 39

ONTBINDING EN VEREFFENING

Artikel 40

FEDERAAL FORUMBEDING

Artikel 41

Tenzij de Vennootschap schriftelijk instemt met een andere forumkeuze, zijn de federale arrondissementsrechtbanken (federal district courts) van de Verenigde Staten van Amerika exclusief bevoegd voor het behandelen van een aanklacht waaronder een rechtsvordering wordt ingesteld uit hoofde van de Amerikaanse Securities Act of 1933, zoals gewijzigd, of de Amerikaanse Securities Exchange Act of 1934, zoals gewijzigd, voor zover toegestaan onder het toepasselijke recht.

OVERGANGSBEPALING

Artikel 42

Slechts voor zover de regelgeving van de NASDAQ Stock Market of een andere gereglementeerde effectenbeurs die in de Verenigde Staten van Amerika wordt geëxploiteerd, niet van toepassing is op de Vennootschap of dit toelaat, is het Bestuur bevoegd (maar niet verplicht) om, mits goedgekeurd door de Raad van Commissarissen, te besluiten tot het inroepen van de overgangsbepaling van dit Artikel 42 waardoor, met inwerkingtreding per het tijdstip dat een dergelijk besluit is genomen, het huidige Artikel 32.3 vervalt en een nieuw Artikel 32.3 als volgt komt te luiden:

"Tenzij een grotere meerderheid is voorgeschreven en/of een quorum is voorgeschreven door deze statuten of dwingendrechtelijk door de wet, worden alle besluiten van de Algemene Vergadering genomen met een Volstrekte Meerderheid."

FULL TEXT PROPOSAL FOR AMENDMENT OF THE ARTICLES OF ASSOCIATION

SONO GROUP N.V.

Consisting of:

Part A, agenda item 3 (EGM 7 November 2024)

Part B, agenda item 10 (AGM 13 August 2025)

Part C, agenda item 5 (EGM 7 November 2024)

UNOFFICIAL ENGLISH TRANSLATION

In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, by law the Dutch text will govern.

ARTICLES OF ASSOCIATION

DEFINITIONS AND INTERPRETATION

NAME AND SEAT

OBJECTS

The Company's objects are:

Environment

SHARES - AUTHORISED SHARE CAPITAL AND DEPOSITORY RECEIPTS

SHARES - FORM AND SHARE REGISTER

SHARES - CONVERSION OF HIGH VOTING SHARES AND PREFERRED SHARES

SHARES - ISSUE

SHARES - PRE-EMPTION RIGHTS

SHARES - PAYMENT

SHARES - FINANCIAL ASSISTANCE

SHARES - ACQUISITION OF OWN SHARES

SHARES - REDUCTION OF ISSUED SHARE CAPITAL

SHARES - ISSUE AND TRANSFER REQUIREMENTS

SHARES - USUFRUCT AND PLEDGE

SHARES - TRANSFER RESTRICTIONS

If the Requesting Shareholder does not notify the Management Board of his choice in a timely fashion, he shall be deemed to have withdrawn his request for approval, in which case he cannot transfer the relevant Transfer Shares.

MANAGEMENT BOARD - COMPOSITION

MANAGEMENT BOARD - APPOINTMENT, SUSPENSION AND DISMISSAL

MANAGEMENT BOARD - DUTIES AND ORGANISATION

MANAGEMENT BOARD - DECISION-MAKING

MANAGEMENT BOARD - COMPENSATION

MANAGEMENT BOARD - REPRESENTATION

SUPERVISORY BOARD - COMPOSITION

SUPERVISORY BOARD - APPOINTMENT, SUSPENSION AND DISMISSAL

The General Meeting may at any time resolve to render any such nomination to be non-binding by a majority of at least two thirds of the votes cast representing more than half of the issued share capital. If a nomination is rendered non-binding, a new nomination shall be made by the Supervisory Board. A second meeting as referred to in Section 2:120(3) DCC cannot be convened.

The nomination must be supported by reasons. In the case of a reappointment, the manner in which the candidate has fulfilled his duties as a Supervisory Director shall be taken into account.

SUPERVISORY BOARD - DUTIES AND ORGANISATION

SUPERVISORY BOARD - DECISION-MAKING

SUPERVISORY BOARD - COMPENSATION

The General Meeting may grant a compensation to the Supervisory Directors.

INDEMNITY

to the extent this relates to his current or former position with the Company and/or a Group Company and in each case to the extent permitted by applicable law.

GENERAL MEETING - CONVENING AND HOLDING MEETINGS

GENERAL MEETING - PROCEDURAL RULES

The person who should chair the General Meeting pursuant to paragraphs a. through e. may appoint another person to chair the General Meeting instead of him.

GENERAL MEETING - EXERCISE OF MEETING AND VOTING RIGHTS

GENERAL MEETING - DECISION-MAKING

GENERAL MEETING - SPECIAL RESOLUTIONS

CLASS MEETINGS

REPORTING - FINANCIAL YEAR, ANNUAL ACCOUNTS AND MANAGEMENT REPORT

REPORTING - AUDIT

DISTRIBUTIONS - GENERAL

DISTRIBUTIONS - RESERVES

DISTRIBUTIONS - PROFITS

DISSOLUTION AND LIQUIDATION

FEDERAL FORUM PROVISION

Unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, or the United States Securities Exchange Act of 1934, as amended, to the fullest extent permitted by applicable law, shall be the United States federal district courts.

TRANSITIONAL PROVISION

Only to the extent that regulations of the NASDAQ Stock Market or any other regulated stock exchange operating in the United States of America, are not applicable to the Company or do no restrict to do so, the Management Board shall be authorised (but shall not be obliged) and subject to the prior approval of the Supervisory Board to pass a resolution to invoke the transitional provision of this Article 42, pursuant to which and with effect from the time that that such resolution is adopted, the current Article 32.3 shall lapse and a new Article 32.3 shall read as follows:

"Unless a greater majority and/or a quorum is required by these articles of association or mandatorily by law, all resolutions of the General Meeting shall be passed by a Simple Majority."

SWI/PSU/11011960-1/13817363

Statutenwijziging (aangepast)(Deel B)(scenario i)

(In het geval dat de 7 november 2024 Deel B wijzigingen nog niet zijn geïmplementeerd]

Sono Group N.V.

Heden, [*] tweeduizend vijfentwintig, verscheen voor mij, mr. Alexander Joannes Wiggers, notaris te Amsterdam:

[in te voegen: gegevens van medewerker van DLA Piper Nederland].

De comparant verklaarde het volgende:

De comparant, handelend als gemeld, verklaarde hierbij de statuten van de Vennootschap partieel te wijzigen als volgt:

Wijziging A

In artikel 1.1. worden in alfabetische volgorde nieuwe definities ingevoegd, luidende als volgt:

Wijziging B

Artikel 5 wordt gewijzigd en luidt voortaan als volgt:

"AANDELEN – MAATSCHAPPELIJK KAPITAAL EN CERTIFICATEN

Artikel 5

Wijziging C

Artikel 7 wordt gewijzigd en luidt voortaan als volgt:

"AANDELEN – OMZETTING VAN AANDELEN MET VERHOOGD STEMRECHT EN PREFERENTE AANDELEN

Artikel 7

Wijziging D

Artikel 9.1 wordt gewijzigd en luidt voortaan als volgt:

Wijziging E

Artikel 15.3 wordt gewijzigd en luidt voortaan als volgt:

Wijziging F

Artikel 16 wordt gewijzigd en luidt voortaan als volgt:

"AANDELEN – BLOKKERINGSREGELING

Artikel 16

Indien de Verzoekende Aandeelhouder het Bestuur niet tijdig informeert omtrent zijn keuze, wordt hij geacht zijn verzoek tot goedkeuring te hebben ingetrokken, in welk geval de Verzoekende Aandeelhouder de betreffende Overdrachtsaandelen niet kan overdragen.

Wijziging G

Artikel 32.1 wordt gewijzigd en luidt voortaan als volgt:

Wijziging H

Artikel 33.1e wordt gewijzigd en luidt voortaan als volgt:

Wijziging I