Sunrise Communications Group AG: Extraordinary General Meeting on November 9, 2020 Montag, 19. Oktober 2020 - 06:45

Sunrise Communications Group AG announces today the upcoming Extraordinary General Meeting of its Shareholders (the “EGM”) on November 9, 2020, on behalf of the Board of Directors. The EGM will be held on November 9, 2020 at 10:30 a.m. CET at the headquarters of Sunrise Communications Group AG on Thurgauerstrasse 101B, 8152 Glattpark (Opfikon), Switzerland. Based on the Covid-19 Ordinance 3 the Board of Directors has decided that the shareholders of the Sunrise Communications Group AG may exercise their rights at the Extraordinary General Meeting on November 9, 2020 exclusively through the Independent Proxy and may not attend the EGM physically.

On or around October 23, 2020, the invitation to the EGM, together with the agenda items and proposals by the Board of Directors, will be sent to the Shareholders registered in the share register. Holders of registered shares who sell their shares before the EGM are no longer eligible to vote. The invitation with the agenda items and proposals will be published in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt) and on the Company’s website (under the following link: www.sunrise.ch/en/corporate-communications/investor-relations/AGM) today.

The purpose of the EGM is to elect the persons nominated by Liberty Global plc to the Board of Directors, which is a condition for the public tender offer of UPC Schweiz GmbH for all publicly held registered shares of Sunrise Communications Group AG, and to resolve on the delisting of the shares of Sunrise Communications Group AG from the SIX Swiss Exchange, subject to the suspensive condition that the public tender offer of UPC Schweiz GmbH is completed.

Elections to the Board of Directors, Election of the Chair of the Board of Directors, Elections to the Compensation Committee and Election of the Chair of the Compensation Committee

The Board of Directors proposes the election of Mike Fries, Baptiest Coopmans, Miranda Curtis, Manuel Kohnstamm, Andrea Salvato, Marisa Drew, Thomas D. Meyer and Joseph Deiss as new members of the Board of Directors, the election of Mike Fries as Chair of the Board of Directors, the election of Miranda Curtis, Manuel Kohnstamm and Andrea Salvato as members of the Nomination and Compensation Committee and the election of Miranda Curtis as Chair of the Nomination and Compensation Committee. The effect of all elections is subject to the completion of the public tender offer.

The background of each of the newly proposed members of the Board of Directors are attached to the invitation in its annex, and on the Company’s website (under the following link: www.sunrise.ch/en/corporate-communications/investor-relations/AGM).

Resolution on the Delisting of the Shares

In the event that the public tender offer of UPC Schweiz GmbH is completed, UPC Schweiz GmbH intends to delist the shares of Sunrise Communications Group AG at a time yet to be determined. For this reason, the Board of Directors proposes at this time to the EGM to resolve on the delisting of the shares of Sunrise Communications Group AG from the SIX Swiss Exchange, subject to the suspensive condition that the public tender offer of UPC Schweiz GmbH is completed. In the event that the public tender offer of UPC Schweiz GmbH cannot be completed, the Company's shares would remain listed on the SIX Swiss Exchange.