UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024.
Commission File Number: 001-40627
SOPHiA GENETICS SA
(Exact name of registrant as specified in its
charter)
La Pièce 12
CH-1180 Rolle
Switzerland
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
SOPHiA GENETICS SA (the “Company”) provided to its shareholders
an invitation to the Company’s annual general meeting of shareholders. The annual general meeting of shareholders is expected to
take place on June 24, 2024 at 8:00 a.m. EDT / 2:00 p.m. CEST at the Company’s office at La Pièce 12, 1180 Rolle/VD, Switzerland.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SOPHiA GENETICS SA |
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| Date: May 15, 2024 |
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By: |
/s/ Daan van Well |
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Name: |
Daan van Well |
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Title: |
Chief Legal Officer |
Exhibit 99.1
To the shareholders
of SOPHiA GENETICS SA (Nasdaq SOPH) (the Company)
Invitation to the Annual General Meeting
Date and Time: Monday,
June 24, 2024, at 8:00 a.m. (08:00) EDT / 2:00 p.m. (14:00) CEST
Location: Offices of SOPHiA GENETICS SA, La Pièce
12, 1180 Rolle/VD, Switzerland
(AGM 2024)
Dear Fellow Shareholders,
2023 was a tremendous year for SOPHiA GENETICS.
We continued building the future of data-driven medicine, and in doing so, creating long-term value for our customers and our shareholders.
In many ways, 2023 was the year of AI. It was
the first time that the general public gained access to powerful AI models and learned what they can do. As the Co-founder and leader
of an AI-driven precision medicine company, this movement has been a fulfilling experience for me.
Since SOPHiA GENETICS’ inception in 2011,
we have invested over US$400 million to build some of the most advanced AI capabilities in the healthcare sector. We recruited a team
of more than 200 of the top data scientists and engineers in the world who contribute daily to building and developing our Platform, SOPHiA
DDM™. Today, SOPHiA DDM™ is widely recognized by healthcare professionals and researchers across the globe for its world-class
analytical performance and by some of our partners as the leading AI Platform in all of the healthcare space.
However, at SOPHiA GENETICS, we do not look at
innovation as the development of new technologies. At SOPHiA GENETICS, we look at innovation as the adoption of those technologies
in the market. And in that spirit, I would like to highlight the progress we made driving adoption of SOPHiA DDM™ throughout 2023.
Let me start by acknowledging the strongest evidence
of our success. We grew revenue 31% year-over-year to US$62.4 million by continuing to drive widespread adoption of our Platform. At the
same time, we improved gross margins and reduced operating costs to achieve a 36% decline in cash burn. In 2023, SOPHiA DDM™ was
used by 770+ healthcare institutions across the globe, including by 450 core genomic customers who used SOPHiA DDM™ to perform over
317,000 analyses.
I am exceptionally proud of the progress made
in 2023, and I would like to take a moment to thank the 400+ hard-working SOPHiANs, our partners, and our investors, all of whom helped
to make this success a reality.
Our six strategic pillars remain our focus for
driving long-term growth. We are as confident as ever in our strategic path, and I am excited to share more detail on our 2023 progress
along these pillars with you.
Accelerating adoption of SOPHiA DDM™ by landing new clinical
customers
Healthcare institutions around the world continue to choose SOPHiA
DDM™ for very good reasons. For example, our platform’s top analytical performance, ability to expedite turnaround time, universal
compatibility (i.e., we work with all sequencer types, library prep, and technologies), and decentralized approach (i.e., customers maintain
ownership of data).
By the end of 2023, we built a network of 450
core genomics customers who use SOPHiA DDM™ regularly to generate insights for patients with cancer or rare and inherited disorders.
I am thrilled to announce that we landed a record
87 new core genomic customers during 2023. This includes 35 new customers signed during Q4. These customers will implement SOPHiA DDM™
over the course of the year and are set to join our network of core genomics customers during 2024.
Growing the adoption of our platform in the US
market continues to be a strong focus area as we see large potential for growth. In 2023, we delivered strong progress in this area. In
2023, US revenue grew 70% to US$9.5 million. We signed 9 new core genomic customers in the US in 2023 and were proud to welcome some of
the top US cancer centers and research labs to the SOPHiA DDM™ network.
Apart from customer relationships, we also had
a landmark year with our partners in the US. Namely, we continued to build our strategic partnership with Memorial Sloan Kettering. During
2023, we entered into a partnership with MSK to help them to decentralize their Liquid Biopsy test MSK-ACCESS® and their Solid Tumor
test MSK-IMPACT®, and to make these tests available to healthcare institutions across the globe. We officially launched MSK-ACCESS®
powered with SOPHiA DDM™ in December and have been pleased to see strong demand for this application in the market. In the US, we
announced a number of new signings for MSK-ACCESS® powered with SOPHiA DDM™ and are looking forward to capitalizing on this
momentum going into 2024.
Expanding usage of SOPHiA DDM™ within
our existing customer base
We continue to employ a “land and expand”
commercial strategy that focuses on winning new customers and then driving usage of our platform by encouraging those customers to adopt
more and more SOPHiA DDM™ applications. Our offering includes an impressive suite of applications, including those for Hereditary
Cancer, Hematology-Oncology, Solid Tumor, Liquid Biopsy, and Rare & Inherited Disorders.
In 2023, we continued to delight our customers,
and in doing so, expand within accounts. Last year, we recorded an impressive NPS score of 75 from our core genomics users. We are incredibly
proud of this achievement. We are also proud that our customers continue to adopt more applications once joining our network. As of the
end of 2023, 56% of customers were using two or more applications, up from 49% a year ago. 31% of customers were using three or more applications,
up from 28% a year ago. And 21% of our customers were using four or more applications, up from 17% a year ago. The continued proof of
our ability to expand within existing customers exemplifies the importance of landing new customers across the globe.
Building SOPHiA DDM™’s menu of
offerings
2023 was a landmark year for building our menu
of offerings. I will highlight 2 major launches from 2023, including how they are already driving significant value for our customers.
First, and as mentioned previously, we launched
an expanded suite of Liquid Biopsy applications in December 2023. This includes MSK-ACCESS® powered with SOPHiA DDM™. Our Liquid
Biopsy applications are powered by a proprietary molecular barcoding technology named CUMIN™. CUMIN™ uses a unique approach
to detecting signal from noise in samples with low input material, such as those
collected for liquid biopsies, and differentiates
our Liquid Biopsy application in a powerful way. For these reasons, we are excited by the application we developed, especially as we see
strong demand already in the market.
The second item I would like to highlight was
the launch of our multimodal module on SOPHiA DDM™, SOPHiA CarePath™. SOPHiA CarePath™ enables customers to go beyond
genomics and perform longitudinal analysis of multimodal patient data (e.g., imaging data, clinical data, biological data). The multimodal
capabilities of SOPHiA CarePath™ are designed to predict treatment effects of different therapy decisions in addition to allowing
clinicians to perform patient cohorting and data visualization.
Leveraging SOPHiA DDM™ to provide value
to our BioPharma companies
As you can imagine, the multimodal capabilities
of SOPHiA CarePath™ provide differentiated value to our BioPharma customers who are willing to pay for the access to the multimodal
patient data and to the predictive multimodal models which analyze them.
Towards the end of 2023, we completed a landmark
project with one of our key BioPharma partners where SOPHiA CarePath™ identified a signature in subpopulations of lung cancer patients
which could indicate different treatment effects for a specific drug. We continue to remain excited about these use cases for our multimodal
offering and the substantial value these capabilities bring to our BioPharma customers
In addition to the value our multimodal capabilities
bring to BioPharma customers, we also share a mutual interest with BioPharma companies to expand access to cancer testing across the globe.
In 2023, we completed a number of partnerships with BioPharma partners where they sponsored the deployment of SOPHiA DDM™.
Our partnership with AstraZeneca has been a major
proof point in this area. Last month, we announced that AZ sponsored the deployment of SOPHiA DDM’s HRD application across Spain
in 2023 with resounding success. Following up on the success of this program, we also announced a new partnership with AZ to deploy MSK-ACCESS®
and MSK-IMPACT® powered with SOPHiA DDM™ to customers across the globe during 2024.
Building partnerships in the ecosystem
As evidenced throughout this note, building the
future of data-driven medicine is not something we can do alone. We achieved considerable momentum in 2023 by collaborating with premier
leaders in our industry, further enabling our applications to reach more patients.
In 2023, we delivered significant partnerships
with Memorial Sloan Kettering Cancer Center, AstraZeneca, Boundless Bio, and Microsoft, among others. We also announced partnerships with
Agilent and Qiagen to deliver integrated solutions for Solid Tumors. We look forward to continuing to work with our valued partners in
2024 as we expand access to precision cancer care together.
Excelling operationally within SOPHiA GENETICS
Our final strategic pillar focuses on excelling
operationally at every level within SOPHiA GENETICS. Our long-term commitment to operational excellence produces savings that have benefited
both growth and margins. I’m proud to announce that our adjusted gross margin was 72% for the full year 2023 compared to 68% for
2022. Moreover, we improved cash burn by 36% in 2023 while maintaining revenue growth of over 30%.
In January of 2024, I was proud to announce our
plans to achieve adjusted operating profitability in the next 2+ years. Being a sustainable company is critically important to us and
the populations we serve. We have taken the required cost actions to expedite that goal and remain obsessed with capital efficiency. Based
on our current trajectory, we remain confident in our ability to execute our ambitious growth plans, and we remain laser-focused on delivering
sustainable growth for years to come.
Closing remarks
After a successful and unforgettable 2023, our
focus shifts to the future. In 2024, we are looking forward to continuing to execute on our vision and creating value at every turn. Our
six strategic pillars remain our foundation to drive growth and value creation. I am encouraged and as confident as ever about our long-term
trajectory.
In closing, I’d like to thank the SOPHiANs,
our passionate and dedicated employees, for their hard work and incredible contributions towards building the future of precision medicine.
I’d also like to thank our partners, customers, and investors for joining us on this journey. Without you, none of this would be
possible. I look forward to continuing to update you on SOPHiA GENETICS’ future success in democratizing data-driven medicine.
Sincerely,
Dr. Jurgi Camblong
Chief Executive Officer
Agenda and Proposals of the Board of Directors
| 1. | 2023 Management Report, Annual Financial Statements and Consolidated Financial Statements, Auditors’
Reports |
The board of directors
(the Board) proposes that the Management Report, the Annual Financial Statements and the Consolidated Financial Statements for
the financial year 2023 be approved, and that the Auditors’ Reports be acknowledged.
Explanation:
Pursuant to Swiss law and the articles of association of the Company (the AoA), the Annual General Meeting is responsible for deciding
on the management report, the annual financial statements and the consolidated financial statements.
| 2. | Consultative Vote on the 2023 ESG Impact Summary (Sustainability Report) |
The Board proposes
that the ESG Impact Summary (sustainability report) for the financial year 2023 be approved (consultative vote).
Explanation:
Pursuant to Swiss law and the AoA, the Board shall submit a sustainability report (report on non-financial matters). The Board will do
this in the form of an Environmental, Social and Governance (ESG) Impact Summary for a consultative vote to the Annual General Meeting.
| 3. | Discharge of the members of the Board of Directors and the Executive Committee |
The Board proposes
that the members of the Board and the Executive Committee be discharged from liability for the financial year 2023.
Explanation:
Pursuant to Swiss law and the AoA, the Annual General Meeting is responsible for deciding on the discharge.
| 4. | Appropriation of 2023 Financial Results |
The Board proposes
that the net loss of the Company for the financial year 2023 be carried forward as follows:
| Accumulated loss on January 1, 2023 |
CHF 253,208,109 |
| Net loss for the year 2023 |
CHF 58,130,396 |
| Accumulated losses to be carried forward |
CHF 311,338,505 |
Explanation:
Pursuant to Swiss law and the AoA, the Annual General Meeting is responsible for deciding on the appropriation of retained earnings or
net loss. The Board proposes that the net loss for the year 2023 be carried forward.
| 5. | Re-election of the Chair; re-election of the members of the Board of Directors |
The Board proposes the re-election
of Troy Cox (as Chair and member of the Board) and Jurgi Camblong, Tomer Berkovitz, Jean-Michel Cosséry, Kathy Hibbs, Didier Hirsch
and Vincent Ossipow (as members of the Board) for a term of office until completion of the 2025 Annual General Meeting.
| a. | Re-election of Troy Cox (as Chair and member of the Board) |
| b. | Re-election of Jurgi Camblong (as member of the Board) |
| c. | Re-election of Tomer Berkovitz (as member of the Board) |
| d. | Re-election of Jean-Michel Cosséry (as member of the Board) |
| e. | Re-election of Kathy Hibbs (as member of the Board) |
| f. | Re-election of Didier Hirsch (as member of the Board) |
| g. | Re-election of Vincent Ossipow (as member of the Board) |
Explanation: The term of office
for the Chair and all members of the Board expires at the end of the AGM 2024. Pursuant to Swiss law and the AoA, the Annual General Meeting
is responsible for these re-elections. Lila Tretikov does not stand for re-election as a Board member.
Biographical Information: Information
on the professional background of the Chair and the other current members of the Board can be found in our 2023 Annual Report.
Director Independence: The Board
has affirmatively determined that each of Troy Cox, Tomer Berkovitz, Jean-Michel Cosséry, Kathy Hibbs, Didier Hirsch and Vincent
Ossipow is an independent director within the meaning of applicable Nasdaq standards.
| 6. | Re-election of the members of the Compensation Committee |
The Board proposes the re-election of Jean-Michel Cosséry,
Kathy Hibbs and Vincent Ossipow as members of the Compensation Committee, each for a term of office until completion of the 2025 Annual
General Meeting, subject to their re-election as members of the Board.
| a. | Re-election of Kathy Hibbs |
| b. | Re-election of Jean-Michel Cosséry |
| c. | Re-election of Vincent Ossipow |
Explanation: Pursuant to Swiss
law and the AoA, the Annual General Meeting is responsible for these elections. The elections will be conducted on an individual basis.
The Board intends to re-appoint Kathy Hibbs, if re-elected, as Chair of the Compensation Committee.
| 7. | Election of the Independent Proxy |
The Board proposes to elect the notary
firm PHC Notaires, in Lausanne/VD, Switzerland, as Independent Proxy for a term of office until the completion of the 2025 Annual General
Meeting.
Explanation: Pursuant to Swiss
law and the AoA, the Annual General Meeting is responsible to elect the Independent Proxy on an annual basis. The Board proposes to elect
the notary firm PHC Notaires as Independent Proxy. If elected, any notary public with PHC Notaires would be able to act as Independent
Proxy.
| 8. | Re-election of the Statutory Auditors |
The Board proposes
to re-elect PricewaterhouseCoopers SA (CHE-497.306.752), in Pully/VD, Switzerland, as the Company’s statutory auditors for the financial
year 2024.
Explanation:
Pursuant to Swiss law and the AoA, the Annual General Meeting is responsible to elect the statutory auditors.
| 9. | Approval of the Compensation of the Board of Directors and the Executive Committee |
| a. | Approval of the maximum aggregate amount of compensation of the Board of Directors until completion of the
2025 Annual General Meeting |
The Board proposes to approve a maximum
aggregate amount of compensation for the members of the Board of USD 1,942,600 for the period from the AGM 2024 to the 2025 Annual
General Meeting.
Explanation: Pursuant to Swiss
law and the AoA, the aggregate amount of compensation of the Board is to be submitted to a binding vote by the Annual General Meeting.
The compensation for the Board and its committees is comprised of cash board fees and participation in the Company’s long-term equity
incentive plan. The current Board consists of eight members (two of whom do not receive compensation as Board members). The proposed amount
of compensation is the same amount as approved by the 2023 Annual General Meeting and reflects the total amount for six paid members of
the Board and provides a cushion to facilitate new appointments and potential replacements or
additions throughout the year in accordance
with the Company’s directors’ compensation policy. The Board intends to re-evaluate the Board compensation for the subsequent
period ahead of the 2025 Annual General Meeting. Additional information on the compensation of the Board can be found in the 2023 Compensation
Report.
| b. | Approval of the maximum aggregate amount of fixed compensation of the Executive Committee for 2025 |
The Board proposes to approve a maximum
aggregate amount of fixed compensation for the members of the Executive Committee of USD 2,851,310 for the financial year 2025.
Explanation: Pursuant to Swiss
law and the AoA, the aggregate amount of fixed compensation of the Executive Committee is to be submitted to a binding vote by the Annual
General Meeting. The fixed compensation for the six members of the Executive Committee is comprised of annual salary, excluding social
security and pension contributions, paid by the Company. The proposed amount reflects a total increase of up to 15% and is intended to
provide for merit increases, as well as to compensate for inflation and to cover exchange rate fluctuations for compensation paid in CHF
to the Swiss-based members of the Executive Committee.
| c. | Approval of the maximum aggregate amount of variable compensation of the Executive Committee for 2024 |
The Board proposes to approve a maximum
aggregate amount of variable compensation for the members of the Executive Committee of USD 14,500,000 for the current financial
year 2024.
Explanation: Pursuant to Swiss
law and the AoA, the aggregate amount of variable compensation of the Executive Committee is to be submitted to a binding vote by the
Annual General Meeting. The variable compensation for the six members of the Executive Committee is comprised of annual cash bonus payments
and participation in the Company’s long-term equity incentive plan, including stock options and RSUs.
| d. | Approval of the maximum aggregate amount of variable compensation of the Executive Committee for 2023 |
The Board proposes to approve a maximum
aggregate amount of variable compensation for the members of the Executive Committee of USD 12,189,800 for the financial year 2023.
Explanation: In 2023 the General
Assembly approved a maximum aggregate amount of variable compensation of the Executive Committee for the financial year 2023 of USD 12,000,000.
Due to over-achievement of performance objectives by certain members of the Executive Committee, currency exchange rate effects, share
price volatility and a clerical error, the previously approved maximum variable compensation is not sufficient to fulfill the compensation
obligations. It is therefore proposed to increase the maximum variable compensation for the members of the Executive Committee for 2023
from USD 12,000,000 to USD 12,189,800.
| 10. | Amendments to the Articles of Association |
Explanations of the proposed amendments
to the AoA by the Board can be found below under each respective agenda item.
| a. | Capital Range (or Band) |
The
Board proposes to amend Article 4a of the AoA (Capital Range) in order to extend the term of the capital range and, accordingly, to replace
Article 4a para. 1 of the AoA by the following provision (amendments are in bold and underlined; rest remains unchanged):
“The Company has a capital
range ranging from CHF 3,319,908.20 (lower limit) to CHF 4,979,862.30 (upper limit). The Board of Directors shall be authorized
within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of
shares directly or indirectly, until June 24, 2029 or until an earlier expiry of the capital range. The capital increase
or reduction may be effected by issuing up to 33,199,082 fully paid-in registered shares with a par value of CHF 0.05 each and cancelling
up to 33,199,082 registered shares with a par value of CHF 0.05 each, as applicable, or by increasing or reducing the par value of
the existing shares within the limits of the capital range or by simultaneous reduction and re-increase of the share capital.”
“La Société
dispose d'une marge de fluctuation du capital allant de CHF 3'319'908.20 (limite inférieure) à CHF 4'979'862.30
(limite supérieure). Le Conseil d'Administration peut dans les limites définies de la marge de fluctuation, et ce jusqu'au
24 juin 2029 ou jusqu'à l'expiration anticipée de la marge de fluctuation, augmenter ou réduire le
capital-actions en une ou plusieurs fois, de quelque montant que ce soit, ou acquérir ou aliéner des actions directement
ou indirectement. L'augmentation ou la réduction du capital peut se faire par l'émission de jusqu'à 33'199'082 actions
nominatives d'une valeur nominale de CHF 0.05 chacune, qui doivent être intégralement libérées, respectivement
l'annulation de jusqu'à 33'199'082 actions nominatives d'une valeur nominale de CHF 0.05 chacune, ou par une augmentation
ou une réduction, dans les limites de la marge de fluctuation, de la valeur nominale des actions nominatives existantes ou encore
par une réduction et une nouvelle augmentation simultanées.”
Explanation:
The proposed amendments in Article 4a para. 1 of the AoA aims at extending the term of the capital range until June 24, 2029, which is
currently scheduled to expire on June 26, 2028. In 2023, the General Assembly decided to replace the authorized share capital of the Company,
which is no longer permitted under Swiss law, by a capital range. Additional information can be found in the 2023 Invitation to the General
Meeting. Those amendments require the approval of two-thirds of the shares represented at the Annual General Meeting.
| b. | Conditional Share Capital |
The
Board proposes to amend Article 4b of the AoA (Conditional Share Capital for Employee Participation) in order to increase the total amount
of the conditional share capital and, accordingly, to replace Article 4b para. 1 of the AoA by the following provision (amendments are
in bold and underlined; rest remains unchanged):
“The share capital may be
increased in an amount not to exceed CHF 903,076.40 through the issuance of up to 18,061,528 fully paid
in registered shares with a par value of CHF 0.05 per share through the direct or indirect issuance of shares, or through the exercise
or mandatory exercise of
rights to acquire shares or through
obligations to acquire shares that were granted to or imposed on members of the Board of Directors (or equivalent corporate body), members
of the executive management, employees, contractors or consultants of the Company or its group companies, or other persons providing services
to the Company or its group companies.”
“Le capital-actions peut être augmenté d'un montant maximum de CHF 903'076.40
par l'émission de 18'061'528 actions nominatives au plus, d'une valeur nominale de CHF 0.05 chacune, qui doivent
être intégralement libérées, par l'émission directe ou indirecte d'actions ou par l'exercice ou l'exercice
obligatoire de droits de souscription d'actions ou par des obligations d'acquisition d'actions accordées ou imposées à
des membres du conseil d'administration (ou d'un organe équivalent), des membres de la direction, des employés, des co-contractants
ou des consultants de la Société ou de l'une des sociétés du groupe, ou d'autres personnes exerçant
des services au bénéfice de la Société ou de l'une des sociétés du groupe.”
Explanation:
The proposed amendments in Article 4b para. 1 of the AoA cover the annual 5% evergreen top-up provided in the Company’s 2021 Equity
Incentive Plan and will further serve to grant equity securities to the persons mentioned in Article 4b para. 1 of the AoA in view of
incentivizing them to contribute to the Company's success and long-term business value. The Company does not plan to change its equity-linked
compensation practice based on the updated wording of Article 4b of the AoA. Those amendments require the approval of two-thirds of the
shares represented at the Annual General Meeting.
Organizational Information
The Annual Report for the financial year 2023
(including the 2023 Management Report, the Consolidated Financial Statements, the Annual Financial Statements, the Compensation Report,
and the Auditors’ Reports) is available electronically as from the date of this AGM 2024 invitation (the Notice) on the Company’s
website at https://ir.sophiagenetics.com/events/event-details/2024-annual-general-meeting.
The Annual Report will be mailed on request free of charge to any shareholder.
Shareholders registered as shareholders
with voting rights in the share register maintained by our transfer agent, Computershare Trust Company N.A. (Computershare), as
of May 2, 2024, at 4:00 p.m. New York time (the Record Date), will be entitled to vote at the AGM 2024. Shareholders who sell their
shares prior to the AGM 2024 will not be able to vote. Shareholders who purchase shares between the Record Date and the conclusion of
the AGM 2024 will not be able to vote those shares at the AGM 2024.
The AoA provide that, if an
individual or legal entity acquires shares and, as a result, directly or indirectly, has (alone or in concert with other parties) voting
rights with respect to more than 15% of the share capital recorded in the Commercial Register, the shares exceeding the 15% limit shall
be entered in the share register as shares without voting rights. If shares are being held by a nominee for third-party beneficiaries
that control (alone or together with third parties) voting rights with respect to more than 15% of the share capital, the Board may cancel
the registration of the shares with voting rights held by such nominee in excess of the 15% limit. Shareholders who held more than 15%
prior to our initial public offering remain registered with voting rights for such shares.
These restrictions on registration
or voting do not impact the trading of shares before, during or after the AGM 2024.
| 3. | AGM 2024 Notice and Voting Materials |
Shareholders registered as shareholders
with voting rights in the share register on the Record Date (Holders of Record) will receive the Notice directly from Computershare,
with access information for the Computershare portal, by which Holders of Record may request a copy of the Notice and/or give voting instructions
and authorization to the Independent Proxy, Mr. Alain Légeret, notary
public, Lausanne/VD, Switzerland, as well as information on voting by mail, and/or request an admission card.
Shareholders holding their shares
on the Record Date through their broker or bank (Street Name Holders) are unknown to the Company or Computershare. Street Name
Holders should be able to vote on the portal designated by their broker or bank. Street Name Holders will only be able to give instructions
and authorization to the Independent Proxy via the portal designated by their broker or bank and should therefore contact their broker
or bank or its designated agent about how to do so.
Shareholders may order a copy
of the Notice, a proxy card and an admission card as indicated in the Notice. The Notice can also be accessed at https://ir.sophiagenetics.com/events/event-details/2024-annual-general-meeting.
Holders of Record
The Company recommends that Holders of Record
give voting instructions and authorization to the Independent Proxy electronically through the Computershare portal with the individual
shareholder number (QR Code). To do so, Holders of Record should follow the instructions given in and with the Notice.
Holders of Record may also give
voting instructions and authorization to the Independent Proxy through Computershare by mail, using a proxy card. Holders of Record may
order a copy of the Notice, a proxy card and an admission card as indicated in the Notice. Holders of Record who have ordered a proxy
card and who would like to give voting instructions and authorization to the Independent Proxy should send their filled-out and signed
proxy card to Computershare at the following address:
Proxy Services
c/o Computershare Investor Services
PO Box 505008
Louisville, KY 40233-9814
United States of America
Electronic voting instructions and proxy cards
must be received by Computershare no later than June 20, 2024, at 11:59 p.m. [23:59] EDT / June 21, 2024, at 5:59 a.m. [05:59] CEST. Once
received by Computershare, voting instructions may not be changed by the shareholders. Should Computershare receive voting instructions
from the same shareholder both electronically and in writing, only the electronic instructions will be taken into account.
Holders of Record may also attend the AGM 2024
in person or arrange to be represented by another shareholder with the right to vote, in each case using the admission card or proxy card
they may request via Computershare. To do so, Holders of Record should follow the instructions given in the Notice. The Company recommends
that Holders of Record who plan to attend the AGM 2024 nevertheless give voting instructions and authorization to the Independent Proxy
as set out above.
Holders of Record who plan to attend the AGM 2024
in person need to present their notice or their admission card and a valid government-issued proof of identity at the AGM 2024 venue.
Such Holders of Record are urged to arrive at the AGM 2024 venue no later than 1:30 p.m. [13:30] CEST on Monday, June 24, 2024.
Street Name Holders
Street Name Holders who would like to give voting
instructions and authorization to the Independent Proxy electronically should follow the instructions of their broker or bank or its designated
agent and should use the portal designated by their broker or bank. Street Name Holders should observe the deadlines to submit
voting instructions and authorizations that are
set in the instructions of their broker or bank or its designated agent.
| 5. | Leaving the AGM 2024 Early |
To enable the Company to determine attendance
correctly, any shareholder leaving the AGM 2024 early or temporarily will be requested to present their proxy card upon exit.
Contact Address
SOPHiA GENETICS SA
La Pièce 12,
1180 Rolle/VD
Switzerland
Investor Relations:
Kellen Sanger, Head of Investor Relations
Phone: +1 770 655 4729
ir@sophiagenetics.com
https://www.sophiagenetics.com/
Rolle, May 15, 2024
SOPHiA GENETICS SA
| For the Board of Directors |
|
|
|
Troy Cox
Chair of the Board of Directors
|
Appendix
to the Invitation to the SOPHiA GENETICS SA 2024 Annual General Meeting
Additional information for the vote on the proposed amendments to the
Articles of Association of SOPHiA GENETICS SA (AoA)
This Appendix provides our shareholders with information
regarding the proposed amendments our the AoA submitted for a vote at the SOPHiA GENETICS SA (Nasdaq SOPH) 2024 Annual General Meeting
(AGM 2024).
The proposed amendments to the AoA under Swiss
law relate to (i) the extension of the term of the capital range, which replaced the authorized share capital of the Company as decided
by the Annual General Meeting in 2023, and (ii) the increase of the total amount of the Company’s conditional share capital. We
believe the proposed amendments to our AoA are beneficial to the Company and our shareholders.
Please note that this Appendix highlights the
proposed new wordings of the AoA which shall form part of the invitation to the AGM 2024 by way of reference. Only amended sections and
paragraphs to the AoA are submitted to a vote at this AGM 2024. Unchanged parts of the AoA shall remain in force and effect.
| 2. | Proposed amendments to the Articles of Association |
The Board of Directors proposes the following
amendments to Article 4a of the AoA:
| Current Article 4a |
|
Proposed Amendments to Article 4a |
| Article 4a Capital Range "(1) The Company has a capital range ranging from CHF 3,319,908.20 (lower limit) to CHF 4,979,862.30 (upper limit). The Board of Directors shall be authorized within the capital range to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly, until June 26, 2028 or until an earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 33,199,082 fully paid-in registered shares with a par value of CHF 0.05 each and cancelling up to 33,199,082 registered shares with a par value of CHF 0.05 each, as applicable, or by increasing or reducing the par value of the existing shares within the limits of the capital range or by simultaneous reduction and re-increase of the share capital. […]" |
|
Article 4a Capital Range
"(1) The Company has a capital range ranging
from CHF 3,319,908.20 (lower limit) to CHF 4,979,862.30 (upper limit). The Board of Directors shall be authorized within the capital range
to increase or reduce the share capital once or several times and in any amounts or to acquire or dispose of shares directly or indirectly,
until June 2426, 20292028 or until an
earlier expiry of the capital range. The capital increase or reduction may be effected by issuing up to 33,199,082 fully paid-in registered
shares with a par value of CHF 0.05 each and cancelling up to 33,199,082 registered shares with a par value of CHF 0.05 each, as applicable,
or by increasing or reducing the par value of the existing shares within the limits of the capital range or by simultaneous reduction
and re-increase of the share capital.
[…]"
|
| b. | Conditional Share Capitals |
The Board of Directors proposes the following
amendments to Article 4b of the AoA:
| Current Article 4b |
|
Proposed Amendments to Article 4b |
|
Article 4b – Conditional share capital for
employee participation
"(1) The share capital may be increased in
an amount not to exceed CHF 740,000 through the issuance of up to 14,800,000 fully paid in registered shares with a par value of CHF 0.05
per share through the direct or indirect issuance of shares or through the exercise or mandatory exercise of rights to acquire shares
or through obligations to acquire shares that were granted to or imposed on members of the Board of Directors (or equivalent corporate
body), members of the executive management, employees, contractors or consultants of the Company or its group companies, or other persons
providing services to the Company or its group companies.
[…]”
|
|
Article 4b – Conditional share capital for
employee participation
"(1) The share capital may be increased in
an amount not to exceed CHF 903,076.40 740,000 through the issuance of up to 18,061,528
14,800,000 fully paid in registered shares with a par value of CHF 0.05 per share through the direct or indirect
issuance of shares or through the exercise or mandatory exercise of rights to acquire shares or through obligations to acquire shares
that were granted to or imposed on members of the Board of Directors (or equivalent corporate body), members of the executive management,
employees, contractors or consultants of the Company or its group companies, or other persons providing services to the Company or its
group companies.
[…]"
|
Reconciliation of IFRS to Non-IFRS Financial
Measures
SOPHiA GENETICS SA
Reconciliation of IFRS Revenue Growth to Constant
Currency Revenue Growth
and Constant Currency Revenue Growth Excluding
COVID-19-Related Revenue
(Amounts in USD thousands, except for %)
(Unaudited)
| | |
Year ended December 31, |
| | |
2023 | |
2022 | |
Growth |
| IFRS revenue | |
$ | 62,371 | | |
$ | 47,560 | | |
| 31 | % |
| Current period constant currency impact | |
| (527 | ) | |
| — | | |
| — | |
| Constant currency revenue | |
$ | 61,844 | | |
$ | 47,560 | | |
| 30 | % |
| COVID-19-related revenue | |
| (319 | ) | |
| (1,080 | ) | |
| — | |
| Constant currency impact on COVID-19-related revenue | |
| 2 | | |
| — | | |
| — | |
| Constant currency revenue excluding COVID-19-related revenue | |
$ | 61,527 | | |
$ | 46,480 | | |
| 32 | % |
SOPHiA GENETICS SA
Reconciliation of IFRS to Adjusted Gross Profit
and Gross Profit Margin
(Amounts in USD thousands, except percentages)
(Unaudited)
| | |
Year ended December 31, |
| | |
2023 | |
2022 |
| Revenue | |
$ | 62,371 | | |
$ | 47,560 | |
| Cost of revenue | |
| (19,458 | ) | |
| — | |
| Gross profit | |
$ | 42,913 | | |
$ | 31,254 | |
| Amortization of capitalized research & development expenses(1) | |
| 2,099 | | |
| 1,133 | |
| Adjusted gross profit | |
$ | 45,012 | | |
$ | 32,387 | |
| Gross profit margin | |
| 69 | % | |
| 66 | % |
| Amortization of capitalized research & development expenses(1) | |
| 3 | % | |
| 2 | % |
| Adjusted gross profit margin | |
| 72 | % | |
| 68 | % |
Notes to the Reconciliation of IFRS to Adjusted
Financial Measures Tables
(1) Amortization of capitalized
research and development expenses consists of software development costs amortized using the straight-line method over an estimated life
of five years. These expenses do not have a cash impact but remain a recurring expense generated over the course of our research and development
initiatives.
Cautionary Notice Regarding Forward-Looking
Statements
This invitation contains statements that constitute forward-looking
statements. All statements other than statements of historical facts, including statements regarding our future results of operations
and financial position, business strategy, and technology, as well as plans and objectives of management for future operations are forward-looking
statements. Many forward-looking statements can be identified by the use of forward-looking words such as “anticipate,” “believe,”
“could,” “expect,” “should,” “plan,” “intend,” “estimate,” “will”
and “potential,” among others. Forward-looking statements are based on our management’s beliefs and assumptions and
on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ
materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those
identified in the “Risk Factors” section of our Annual Report on Form 20-F for the year ended December 31, 2023 (our “20-F
2023") and in our other Securities and Exchange Commission (“SEC”) filings. These forward-looking statements include,
among others:
| • | our expectations regarding our revenue, gross margin, expenses, other operating results and cash usage,
including statements relating to the portion of our remaining performance obligation that we expect to recognize as revenue in future
periods; |
| • | our plans regarding further development of our SOPHiA DDMTM Platform and related products and
solutions, which we collectively refer to as “SOPHiA DDM Platform” in our 20-F 2023, and its expansion into additional features,
applications and data modalities; |
| • | future investments in our business, our anticipated capital expenditures and our estimates regarding our
capital requirements, future revenues, expenses, reimbursement rates and needs for additional financing; |
| • | our expectations regarding the market size for our platform, applications, products, and services and the
market acceptance they will be able to achieve; |
| • | our expectations regarding changes in the healthcare systems in different jurisdictions, in particular
with respect to the manner in which electronic health records are collected, distributed and accessed by various stakeholders; |
| • | the timing or outcome of any domestic and international regulatory submissions; |
| • | impact from future regulatory, judicial, and legislative changes or developments in the United States and foreign countries; |
| • | our ability to acquire new customers and successfully engage and retain customers; |
| • | the costs and success of our marketing efforts, and our ability to promote our brand; |
| • | our ability to increase demand for our applications, products, and services, obtain favorable coverage
and reimbursement determinations from third-party payors and expand geographically; |
| • | our expectations of the reliability, accuracy and performance of our applications, products, and services,
as well as expectations of the benefits to patients, medical personnel and providers of our applications, products and services; |
| • | our expectations regarding our ability, and that of our manufacturers, to manufacture our products; |
| • | our efforts to successfully develop and commercialize our applications, products, and services; |
| • | our competitive position and the development of and projections relating to our competitors or our industry; |
| • | our ability to identify and successfully enter into strategic collaborations in the future, and our assumptions
regarding any potential revenue that we may generate thereunder; |
| • | our ability to obtain, maintain, protect and enforce intellectual property protection for our technology,
applications, products, and services, and the scope of such protection; |
| • | our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual
property or proprietary rights of third parties; |
| • | our ability to attract and retain qualified key management and technical personnel; and |
| • | our expectations regarding the time during which we will be an emerging
growth company under the Jumpstart our Business Startups Act of 2012 (“JOBS Act”) and a foreign private issuer.
These forward-looking statements speak only as of the date of this invitation discussion and are subject
to a number of risks, uncertainties and assumptions described in the “Risk Factors” section of our 20-F 2023 and our other
SEC filings. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or
quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future
events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could
differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors
and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except
as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as
a result of any new information, future events, changed circumstances or otherwise. You should read this invitation with the understanding
that our actual future results may be materially different from what we expect. |
Exhibit 99.2
Online Go to www.investorvote.com/SOPH or scan the QR code — login details are located in the shaded bar below. 04 0 3OB + + 2 N O T www.investorvote.com/SOPH Easy Online Access — View your proxy materials and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one . There is no charge to you for requesting a copy . Please make your request as instructed on the reverse side on or before June 03 , 2024 to facilitate timely delivery . Votes submitted electronically, via proxy cards must be received by June 20, 2024, at 11:59 p.m. EDT/June 21, 2024, at 5:59 a.m. CEST. Step 1: Step 2: Step 3: Step 4: Step 5: Go to www.investorvote.com/SOPH Click on the icon on the right to view meeting materials. Return to the investorvote.com window and follow the instructions on the screen to log in. Make your selections as instructed on each screen for your delivery preferences. Vote your shares. MMMMMMMMMMMM MMMMMMMM M MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ SOPHiA GENETICS SA Shareholder Annual General Meeting Notice 1234 5678 9012 345 Important Notice Regarding the Availability of Proxy Materials for SOPHiA GENETICS SA Shareholder Annual General Meeting to be Held on June 24, 2024. Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the shareholder annual general meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Annual Report for the financial year 2023 (including the 2023 Management Report, the Annual Financial Statements, the Consolidated Financial Statements, the Compensation Report and the Auditors’ Reports) is available electronically to the shareholders as from the date of the Notice on the Company’s website at https://ir.sophiagenetics.com/events/event - details/2024 - annual - general - meeting. The Annual Report will be mailed on request free of charge to a shareholder. The proxy statement and annual report to shareholders are available at: C 1234567890 C O Y MMMMMM 000001
SOPHiA GENETICS SA’s Annual General Meeting of Shareholders will be held on Monday, June 24, 2024 at 8:00 a.m. EDT/ 2:00 p.m. CEST at the Offices of SOPHiA GENETICS SA, La Pièce 12, 1180 Rolle/VD, Switzerland Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommend a vote FOR Proposals 1 - 10: 1 . 2023 Management Report, Annual Financial Statements and Consolidated Financial Statements, Auditors’ Reports The board of directors (the Board) proposes that the Management Report, the Annual Financial Statements and the Consolidated Financial Statements for the financial year 2023 be approved, and that the Auditors’ Reports be acknowledged. 2. Consultative Vote on the 2023 ESG Impact Summary (Sustainability Report) The Board proposes that the ESG Impact Summary (sustainability report) for the financial year 2023 be approved (consultative vote). 3. Discharge of the members of the Board of Directors and the Executive Committee The Board proposes that the members of the Board and the Executive Committee be discharged from liability for the financial year 2023. 4. Appropriation of 2023 Financial Results The Board proposes that the net loss of the Company for the financial year 2023 be carried forward as follows: Accumulated loss on January 1, 2023 Net loss for the year 2023 Accumulated losses to be carried forward CHF 253,208,109 CHF 58,130,396 CHF 311,338,505 5. Re - election of the Chair; re - election of the members of the Board of Directors The Board proposes the re - election of Troy Cox (as Chair and member of the Board) and Jurgi Camblong, Tomer Berkovitz, Jean - Michel Cosséry, Kathy Hibbs, Didier Hirsch and Vincent Ossipow (as members of the Board) for a term of office until completion of the 2025 Annual General Meeting. a. Re - election of Troy Cox (as Chair and member of the Board) b. Re - election of Jurgi Camblong (as member of the Board) c. Re - election of Tomer Berkovitz (as member of the Board) d. Re - election of Jean - Michel Cosséry (as member of the Board) e. Re - election of Kathy Hibbs (as member of the Board) f. Re - election of Didier Hirsch (as member of the Board) g. Re - election of Vincent Ossipow (as member of the Board) 6. Re - election of the members of the Compensation Committee The Board proposes the re - election of Jean - Michel Cosséry, Kathy Hibbs and Vincent Ossipow as members of the Compensation Committee, each for a term of office until completion of the 2025 Annual General Meeting, subject to their re - election as members of the Board. a. Re - election of Kathy Hibbs b. Re - election of Jean - Michel Cosséry c. Re - election of Vincent Ossipow 7. Election of the Independent Proxy The Board proposes to elect the notary firm PHC Notaires, in Lausanne/VD, Switzerland, as Independent Proxy for a term of office until the completion of the 2025 Annual General Meeting. 8. Re - election of the Statutory Auditors The Board proposes to re - elect PricewaterhouseCoopers SA (CHE - 497.306.752), in Pully/VD, Switzerland, as the Company’s statutory auditors for the financial year 2024. 9. Approval of the Compensation of the Board of Directors and the Executive Committee a. Approval of the maximum aggregate amount of compensation of the Board of Directors until completion of the 2025 Annual General Meeting The Board proposes to approve a maximum aggregate amount of compensation for the members of the Board of USD 1,942,600 for the period from the 2024 Annual General Meeting to the 2025 Annual General Meeting. b. Approval of the maximum aggregate amount of fixed compensation of the Executive Committee for 2025 The Board proposes to approve a maximum aggregate amount of fixed compensation for the members of the Executive Committee of USD 2,851,310 for the financial year 2025. c. Approval of the maximum aggregate amount of variable compensation of the Executive Committee for 2024 The Board proposes to approve a maximum aggregate amount of variable compensation for the members of the Executive Committee of USD 14,500,000 for the current financial year 2024. d. Approval of the maximum aggregate amount of variable compensation of the Executive Committee for 2023 The Board proposes to approve a maximum aggregate amount of variable compensation for the members of the Executive Committee of USD 12,189,800 for the financial year 2023. 10. Amendments to the Articles of Association a. Capital Range (or Band) The Board proposes to amend Article 4a of the AoA (Capital Range) in order to extend the term of the capital range and, accordingly, to replace Article 4a para. 1 of the AoA. b. Conditional Share Capital The Board proposes to amend Article 4b of the AoA (Conditional Share Capital for Employee Participation) in order to increase the total amount of the conditional share capital and, accordingly, to replace Article 4b para. 1 of the AoA. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.investorvote.com/SOPH — Phone – Call us free of charge at 1 - 866 - 641 - 4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials SOPHiA GENETICS SA” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, requests for a paper copy of proxy materials must be received by June 03, 2024 SOPHiA GENETICS SA Shareholder Annual General Meeting Notice
Exhibit 99.3
1 U P X For Against Abstain Abstain Against F or Abstain Against For Abstain Against For 4. 3. 2. 1. 5d. 5c. 5 b . 5a. 6a. 5g. 5 f . 5e. 8. 7. 6c. 6b. 9d. 9c. 9 b . 9a. 10 b . 10a. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 04 0 3NB + + Proposals — The Board of Directors recommend a vote FOR Proposals 1 – 10. A q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q 2024 Annual General Meeting Proxy Card If a new proposal is made under a new or existing agenda item, I instruct the independent proxy to: Vote in accordance with the recommendation of the Board of Directors Vote against the proposal Abstain MMMMMMMM M 6 1 5 5 1 9 MMMMMMMMMMMM
Notice of 2024 Annual General Meeting of Shareholders Proxy Solicited by Board of Directors for Annual General Meeting — June 24, 2024 PHC Notaires, in Lausanne/VD, Switzerland, with the power of substitution, independent proxy, is hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual General Meeting of Shareholders of SOPHiA GENETICS SA to be held on June 24 , 2024 , or at any postponement or adjournment thereof for a term of office until the completion of the 2025 Annual General Meeting . Shares represented by this proxy will be voted by the independent proxy . If no such directions are indicated, the independent proxy will have authority to vote FOR the re - election of the Board of Directors, FOR items 1 - 10 and in accordance with the recommendation of the Board of Directors in the event of a new proposal under a new or existing agenda item . (Items to be voted appear on reverse side) Proxy - SOPHiA GENETICS SA q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q + + Agenda and Proposals of the Board of Directors Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR Proposals 1 - 10: 1. 2023 Management Report, Annual Financial Statements and Consolidated Financial Statements, Auditors’ Reports The board of directors (the Board) proposes that the Management Report, the Annual Financial Statements and the Consolidated Financial Statements for the financial year 2023 be approved, and that the Auditors’ Reports be acknowledged. 2. Consultative Vote on the 2023 ESG Impact Summary (Sustainability Report) The Board proposes that the ESG Impact Summary (sustainability report) for the financial year 2023 be approved (consultative vote). 3. Discharge of the members of the Board of Directors and the Executive Committee The Board proposes that the members of the Board and the Executive Committee be discharged from liability for the financial year 2023. 4. Appropriation of 2023 Financial Results The Board proposes that the net loss of the Company for the financial year 2023 be carried forward as follows: Accumulated loss on January 1, 2023 Net loss for the year 2023 Accumulated losses to be carried forward CHF 253,208,109 CHF 58,130,396 CHF 311,338,505 5. Re - election of the Chair; re - election of the members of the Board of Directors The Board proposes the re - election of Troy Cox (as Chair and member of the Board) and Jurgi Camblong, Tomer Berkovitz, Jean - Michel Cosséry, Kathy Hibbs, Didier Hirsch and Vincent Ossipow (as members of the Board) for a term of office until completion of the 2025 Annual General Meeting. a. Re - election of Troy Cox (as Chair and member of the Board) b. Re - election of Jurgi Camblong (as member of the Board) c. Re - election of Tomer Berkovitz (as member of the Board) d. Re - election of Jean - Michel Cosséry (as member of the Board) e. Re - election of Kathy Hibbs (as member of the Board) f. Re - election of Didier Hirsch (as member of the Board) g. Re - election of Vincent Ossipow (as member of the Board) 6. Re - election of the members of the Compensation Committee The Board proposes the re - election of Jean - Michel Cosséry, Kathy Hibbs and Vincent Ossipow as members of the Compensation Committee, each for a term of office until completion of the 2025 Annual General Meeting, subject to their re - election as members of the Board . a. Re - election of Kathy Hibbs b. Re - election of Jean - Michel Cosséry c. Re - election of Vincent Ossipow 7. Election of the Independent Proxy The Board proposes to elect the notary firm PHC Notaires, in Lausanne/VD, Switzerland, as Independent Proxy for a term of office until the completion of the 2025 Annual General Meeting. 8. Re - election of the Statutory Auditors The Board proposes to re - elect PricewaterhouseCoopers SA (CHE - 497.306.752), in Pully/VD, Switzerland, as the Company’s statutory auditors for the financial year 2024. 9. Approval of the Compensation of the Board of Directors and the Executive Committee a. Approval of the maximum aggregate amount of compensation of the Board of Directors until completion of the 2025 Annual General Meeting The Board proposes to approve a maximum aggregate amount of compensation for the members of the Board of USD 1,942,600 for the period from the 2024 Annual General Meeting to the 2025 Annual General Meeting. b. Approval of the maximum aggregate amount of fixed compensation of the Executive Committee for 2025 The Board proposes to approve a maximum aggregate amount of fixed compensation for the members of the Executive Committee of USD 2,851,310 for the financial year 2025. c. Approval of the maximum aggregate amount of variable compensation of the Executive Committee for 2024 The Board proposes to approve a maximum aggregate amount of variable compensation for the members of the Executive Committee of USD 14,500,000 for the current financial year 2024. d. Approval of the maximum aggregate amount of variable compensation of the Executive Committee for 2023 The Board proposes to approve a maximum aggregate amount of variable compensation for the members of the Executive Committee of USD 12,189,800 for the financial year 2023. 10. Amendments to the Articles of Association a. Capital Range (or Band) The Board proposes to amend Article 4a of the AoA (Capital Range) in order to extend the term of the capital range and, accordingly, to replace Article 4a para. 1 of the AoA. b. Conditional Share Capital The Board proposes to amend Article 4b of the AoA (Conditional Share Capital for Employee Participation) in order to increase the total amount of the conditional share capital and, accordingly, to replace Article 4b para. 1 of the AoA. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. B
Exhibit 99.4
1 U P X For Against Abstain Abstain Against F or Abstain Against For Abstain Against For 4. 3. 2. 1. 5d. 5c. 5 b . 5a. 6a. 5g. 5 f . 5e. 8. 7. 6c. 6b. 9d. 9c. 9 b . 9a. 10 b . 10a. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. + + Proposals — The Board of Directors recommend a vote FOR Proposals 1 – 10. A q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q If a new proposal is made under a new or existing agenda item, I instruct the independent proxy to: Vote in accordance with the recommendation of the Board of Directors Vote against the proposal Abstain 2024 Annual General Meeting Proxy Card 1234 5678 9012 345 MMMMMMMM M 6 1 5 5 1 9 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T MMMMMM 0403MB If no electronic voting, delete QR code and control # Δ ≈ 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMMMMM MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Online Go to www.investorvote.com/SOPH or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/SOPH Your vote matters – here’s how to vote! You may vote online instead of mailing this card. Votes submitted electronically, via proxy cards must be received by June 20, 2024, at 11:59 p.m. EDT / June 21, 2024, at 5:59 a.m. CEST
Notice of 2024 Annual General Meeting of Shareholders Proxy Solicited by Board of Directors for Annual General Meeting — June 24, 2024 PHC Notaires, in Lausanne/VD, Switzerland, with the power of substitution, independent proxy, is hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual General Meeting of Shareholders of SOPHiA GENETICS SA to be held on June 24 , 2024 , or at any postponement or adjournment thereof for a term of office until the completion of the 2025 Annual General Meeting . Shares represented by this proxy will be voted by the independent proxy . If no such directions are indicated, the independent proxy will have authority to vote FOR the re - election of the Board of Directors, FOR items 1 - 10 and in accordance with the recommendation of the Board of Directors in the event of a new proposal under a new or existing agenda item . (Items to be voted appear on reverse side) Proxy - SOPHiA GENETICS SA q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Change of Address — Please print new address below. Comments — Please print your comments below. Non - Voting Items C + + Agenda and Proposals of the Board of Directors Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR Proposals 1 - 10: 1. 2023 Management Report, Annual Financial Statements and Consolidated Financial Statements, Auditors’ Reports The board of directors (the Board) proposes that the Management Report, the Annual Financial Statements and the Consolidated Financial Statements for the financial year 2023 be approved, and that the Auditors’ Reports be acknowledged. 2. Consultative Vote on the 2023 ESG Impact Summary (Sustainability Report) The Board proposes that the ESG Impact Summary (sustainability report) for the financial year 2023 be approved (consultative vote). 3. Discharge of the members of the Board of Directors and the Executive Committee The Board proposes that the members of the Board and the Executive Committee be discharged from liability for the financial year 2023. 4. Appropriation of 2023 Financial Results The Board proposes that the net loss of the Company for the financial year 2023 be carried forward as follows: Accumulated loss on January 1, 2023 Net loss for the year 2023 Accumulated losses to be carried forward CHF 253,208,109 CHF 58,130,396 CHF 311,338,505 5. Re - election of the Chair; re - election of the members of the Board of Directors The Board proposes the re - election of Troy Cox (as Chair and member of the Board) and Jurgi Camblong, Tomer Berkovitz, Jean - Michel Cosséry, Kathy Hibbs, Didier Hirsch and Vincent Ossipow (as members of the Board) for a term of office until completion of the 2025 Annual General Meeting. a. Re - election of Troy Cox (as Chair and member of the Board) b. Re - election of Jurgi Camblong (as member of the Board) c. Re - election of Tomer Berkovitz (as member of the Board) d. Re - election of Jean - Michel Cosséry (as member of the Board) e. Re - election of Kathy Hibbs (as member of the Board) f. Re - election of Didier Hirsch (as member of the Board) g. Re - election of Vincent Ossipow (as member of the Board) 6. Re - election of the members of the Compensation Committee The Board proposes the re - election of Jean - Michel Cosséry, Kathy Hibbs and Vincent Ossipow as members of the Compensation Committee, each for a term of office until completion of the 2025 Annual General Meeting, subject to their re - election as members of the Board . a. Re - election of Kathy Hibbs b. Re - election of Jean - Michel Cosséry c. Re - election of Vincent Ossipow 7. Election of the Independent Proxy The Board proposes to elect the notary firm PHC Notaires, in Lausanne/VD, Switzerland, as Independent Proxy for a term of office until the completion of the 2025 Annual General Meeting. 8. Re - election of the Statutory Auditors The Board proposes to re - elect PricewaterhouseCoopers SA (CHE - 497.306.752), in Pully/VD, Switzerland, as the Company’s statutory auditors for the financial year 2024. 9. Approval of the Compensation of the Board of Directors and the Executive Committee a. Approval of the maximum aggregate amount of compensation of the Board of Directors until completion of the 2025 Annual General Meeting The Board proposes to approve a maximum aggregate amount of compensation for the members of the Board of USD 1,942,600 for the period from the 2024 Annual General Meeting to the 2025 Annual General Meeting. b. Approval of the maximum aggregate amount of fixed compensation of the Executive Committee for 2025 The Board proposes to approve a maximum aggregate amount of fixed compensation for the members of the Executive Committee of USD 2,851,310 for the financial year 2025. c. Approval of the maximum aggregate amount of variable compensation of the Executive Committee for 2024 The Board proposes to approve a maximum aggregate amount of variable compensation for the members of the Executive Committee of USD 14,500,000 for the current financial year 2024. d. Approval of the maximum aggregate amount of variable compensation of the Executive Committee for 2023 The Board proposes to approve a maximum aggregate amount of variable compensation for the members of the Executive Committee of USD 12,189,800 for the financial year 2023. 10. Amendments to the Articles of Association a. Capital Range (or Band) The Board proposes to amend Article 4a of the AoA (Capital Range) in order to extend the term of the capital range and, accordingly, to replace Article 4a para. 1 of the AoA. b. Conditional Share Capital The Board proposes to amend Article 4b of the AoA (Conditional Share Capital for Employee Participation) in order to increase the total amount of the conditional share capital and, accordingly, to replace Article 4b para. 1 of the AoA. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. B
Sophia Genetics (NASDAQ:SOPH)
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