SOFISTATE AG

"Rubrica: Comunicazioni alle società/nSottorubrica: Invito all'assemblea generale/nData di pubblicazione: SHAB 04.09.2025/nDisponibile al pubblico fino al: 04.09.2026/nNumero di pubblicazione: UP04-0000007433/nEnte di pubblicazione/nSOFISTATE AG, Via Sela 2, 7500 St.

Moritz/nInvito all'assemblea generale straordinaria/nSOFISTATE AG/nOrganizzazioni interessate:
/nSOFISTATE AG/nCHE-268.727.257/nVia Sela 2/n7500 St.

Moritz/nInformazioni sull'assemblea generale:
/n29.09.2025.

ore 12:
00, GNB Abalone Capital AG offices, Pelikanerstrasse 18.

8001 Zurich/nInvito/ordine del giorno:
/nAn Extraordinary General Meeting (Ausserordentlicher Beschluss) of the bondholders of/nSOFISTATE AG (the ""Company"") is hereby convened to be held in at GNB Abalone Capital/nAG offices, Pelikanerstrasse 18, 8001 Zurich.

on the 29th of September 2025 at 12:
00/nCentral European Time in accordance with section 11 of the terms and conditions/n(Bedingungen der Anleihe - the ""Terms and Conditions"") of the 6% Bonds 2019 due/n2024 (6 % Anleihe 2019 bis 2024 - the ""Bonds"") as detailed in the issuance prospectus/n(Emissionsprospekt) dated the 24th of September 2019./nII./nAGENDA/n1./nConsideration, and if thought fit, approval of the amendment of the applicable interest/nrate from six percent (6%) to zero percent (0%) from 02nd October 2025;
/n2./nConsideration, and if thought fit, approval of the waiver of the sixth coupon payment/ndue on 01 October 2025;
/n3./nConsideration, and if thought fit, approval of the postponement of the payment date of/nthe first, second, third, fourth and fifth Coupon due on the 1st October 2025, to the/nmaturity date of the bond as postponed to 31 December 2029;
/n4./nGranting of authorisation to the directors of the Company with power of substitution to/nsign and execute, in the name and on behalf of the Bondholder any necessary, incidental/nand ancillary documents, deeds, forms, agreements, letters and notices in relation to the/nresolutions to be taken under this Agenda;
and/n5./nMiscellaneous./nCONVENING NOTICE FOR AN EXTRAORDINARY GENERAL MEETING OF THE BONDHOLDERS OF/nSOFISTATE AG/nAktiengesellschaft/nRegistered Office : Via Sela 2, 7500 St.

Moritz/nUID:
CHE 268.757.257/n(The « Company »)/nI. NOTICE/nAn Extraordinary General Meeting (Ausserordentlicher Beschluss) of the bondholders of SOFISTATE AG (the/n""Company"") is hereby convened to be held in at GNB Abalone Capital AG offices, Pelikanerstrasse 18, 8001/nZurich.

on the 29th of September 2025 at 12:
00 Central European Time in accordance with section 11 of the/nterms and conditions (Bedingungen der Anleihe - the ""Terms and Conditions"") of the 6% Bonds 2019 due/n2024 (6 % Anleihe 2019 bis 2024 - the ""Bonds"") as detailed in the issuance prospectus (Emissionsprospekt)/ndated the 24th of September 2019./nTo attend the Extraordinary General Meeting or vote by proxy please follow the instructions in section III: ""Right/nto participate at the Extraordinary General Meeting"".

For information on the applicable quorum, majority and/nother formalities related to the Extraordinary General Meeting please refer to section IV:
""Quorum, Majority/nand other Formalities"".

For the resolutions to be taken at the Extraordinary General Meeting for each of the/nitems indicated in the Agenda under Section II please refer to section V:
""Resolutions""./nIn accordance with Section 10 Zusätzliche Informationen - Publikationen of the Emissionsprospekt, this/nconvening notice will be published on the Swiss Official Gazette of Commerce. In addition, it will be published/non the web platform held and operated by SIX Financial Services AG./nII. AGENDA/n1. Consideration, and if thought fit, approval of the amendment of the applicable interest rate from six/npercent (6%) to zero percent (0%) from 02nd October 2025;
/n2. Consideration, and if thought fit, approval of the waiver of the sixth coupon payment due on 01 October/n2025;
/n3. Consideration, and if thought fit, approval of the postponement of the payment date of the first, second,/nthird, fourth and fifth Coupon due on the 1st October 2025, to the maturity date of the bond as/npostponed to 31 December 2029;
/n4. Granting of authorisation to the directors of the Company with power of substitution to sign and/nexecute, in the name and on behalf of the Bondholder any necessary, incidental and ancillary/ndocuments, deeds, forms, agreements, letters and notices in relation to the resolutions to be taken/nunder this Agenda;
and/n5. Miscellaneous./nIII. RIGHT TO PARTICIPATE AT THE EXTRAORDINARY GENERAL MEETING/nIn accordance with the Terms and Conditions each Bondholder is entitled to attend and vote or appoint another/nperson as his/her/it proxy to attend and vote instead of him/her/it and that the proxy holder need not also to be/na Bondholder./nWays to participate: (i) By proxy: the Bondholder may submit the power of attorney form (""Proxy Form"")/ncontaining his/her/it voting instructions;
or (ii) In person: the Bondholder may attend the Extraordinary General/nMeeting in person./nDeadline to submit the Proxy Form: no later than the 28th of September, 2025./nChannels to submit the Proxy Form:/na) By post: The Proxy Form (attached hereto) can be submitted by post. The original completed, dated/nand signed Proxy Form shall be mailed to the registered address of the Company.

Bondholders that/nchoose to send the Proxy Form by post should first send a scanned copy to:
operations@sofistate.ch/nb) By e-mail: Complete, date and sign the Proxy Form and then send the signed form to operations/nBondholders having a bank certificate related to their ownership of one or more Bonds are entitled to attend/nand vote at the Extraordinary General Meeting provided that such certificate (a) must be dated before the date/nof the Extraordinary General Meeting and (b) confirms that (i) the relevant Bonds have been deposited with a/nbank and will be held in deposit until the end day in which the Extraordinary General Meeting shall be held and/n(ii) the bank has not issued any other certificate in relation to the same Bonds./nIV. QUORUM AND MAJORITY AND OTHER FORMALITIES/nIn accordance with section 9 letters (g) and (i) of the Terms and Conditions, the Extraordinary General Meeting/nshall be held if at least 66% of the nominal value of the Bonds in issue is present or represented at the meeting/nand resolutions are passed with the majority of 66% of the nominal value of the Bonds present or represented/nat the meeting./nThe Bondholders present or represented at the Extraordinary General Meeting shall appoint the Chairman/nwho, according to section 9 letter (e) of the Terms and Conditions, shall have casting vote./nV. RESOLUTIONS/nIn accordance with section 9 letter (d) of the Terms and Conditions this Notice must include the text of the/nproposed resolutions which are hereinafter reported substantially in agreed form:/nRESOLUTION FIRST/nAfter duly consideration, approval of the amendment of the interest rate from six percent (6%) to zero percent/n(0%) from 02nd October 2025:/n% in favour ....................................;
/n% against.......................................;
/n% abstention....................................;
/nResolution First is [approved/rejected] with % of the votes [in favour/against]/nRESOLUTION SECOND/nAfter duly consideration.

approval of the waiver of the coupon payment due on 01 October 2025:
/n% in favour ....................................;
/n% against.......................................;
/n% abstention....................................;
/nResolution Second is [approved/rejected] with % of the votes [in favour/against]/nRESOLUTION THIRD/nAfter duly consideration, approval of the postponement of the payment date of the first, second, third, fourth/nand fifth Coupon due on the 1st October 2025.

to the maturity date of the bond as postponed to 31 December/n2029:
/n% in favour ....................................;
/n% against.......................................;
/n% abstention....................................;
/nResolution Third is [approved/rejected] with % of the votes [in favour/against]/nRESOLUTION FOURTH/nAfter duly consideration, approval of the postponement of the payment date of the first, second, thir"

SOFISTATE AG, in St. Moritz, CHE-268.727.257, società anonima (Nr. FUSC 21 del 31.01.2022, Pubbl. 1005393379).

Persone dimissionarie e firme cancellate:
Panella Fabrello, Alessandra, cittadina italiana, in Savosa, membro, con firma individuale.

Nuove persone iscritte o modifiche:
Rossi, Antonio Lorenzo, da Isone, in Lugano, membro, con firma individuale.

SOFISTATE AG, in St. Moritz, CHE-268.727.257, società anonima (Nr. FUSC 15 del 22.01.2021, Pubbl. 1005081107).

Nuove persone iscritte o modifiche:
Colapinto, Roberto, cittadino italiano, in St. Moritz, presidente, con firma individuale.