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RNS - 2024.07.25_Astrocast SA_EGM Minutes (Board and Independent Proxy Re-election)

Company: Astrocast SA Date: 2024-07-25 Language: English Register to download
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# **MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF**

**Astrocast SA**, in Chavannes-près-Renens (IDE n° CHE-415.432.149) (the "**Company**")

**held on July 25, 2024**

at the office of Niederer Kraft Frey SA, Pl. de l'Université 8, 1205 Geneva, Switzerland

Mr. José Achache, chairman of the Company's board of directors (the "**Board of Directors**" and, respectively, the "**Chairperson**"), chairs this extraordinary general meeting (the "**EGM**") and designates Ms. Tania Luminuku to act as keeper of the minutes. Mr. Matthieu Sinner, the independent proxy, is also present via Microsoft Teams videoconference.

The Chairperson opens the meeting at 3:41 pm (CEST) states and directs the records to show that:

- the notice to the present EGM (the "**Notice**") has been validly and timely published on July 1st, 2024 in the Swiss Official Gazette of Commerce (FOSC/SHAB) in accordance with the provisions of the Swiss Code of Obligations ("**CO**") and the Company's articles of association (the "**Articles**") (cf. art. 46);
- no shareholder has requested for an item to be included on the agenda in accordance with art. 14 of the Articles and no motion related to items on the agenda have been received;
- 1 205 300 shares out of 39 660 908 shares are either present or validly represented pursuant to powers of attorney (annexed to the present minutes to form an integral part thereof), it being specified that the Articles (cf. art. 18) do not provide for an attendance quorum;
- in addition to the abovementioned shares, positive voting instructions representing 2 587 509 VPS shares have been received from nominees duly registered in the VPS register. DNB Bank ASA has not provided any proxy form for these votes due to various reasons. The votes of these shares have therefore not been taken into account but have been noted for information purposes;
- no opposition of any sort has been made by any of the shareholders or by any of their proxies to the holding of this meeting.

Pursuant to the Articles, the meeting is formally empowered to validly decide on all motions relating to agenda items set out in the Notice and as permitted by law.

Pursuant to art. 702 para. 2 (2) CO, the list of attendance (to be annexed to the present minutes to form an integral part thereof) sets forth the number, the type, the nominal value and, as the case may be, the different classes of shares represented, with the details of the shares represented by the shareholders themselves, the independent proxy or a third party (who is not a member of a corporate body or a custodian bank).

\* \* \*

# **AGENDA**

The Chairperson proposes to adopt the following agenda for the meeting:

- 1. Re-election of the members of the Board of Directors and of the Chairman of the Board of Directors
	- 1.1.1. Re-election of José Achache as member and as Chairman of the Board of Directors
	- 1.1.2. Re-election of Fabien Jordan as member of the Board of Directors
	- 1.1.3. Re-election of Roland Loos as member of the Board of Directors
	- 1.1.4. Re-election of Yves Pillonel as member of the Board of Directors
	- 1.1.5. Re-election of Jonathan Cholak as member of the Board of Directors
- 2. Re-election of the Independent Proxy
- 3. Miscellaneous

The agenda proposed by the Chairperson is approved by unanimous vote.

\* \* \*

## **1. Re-election of the members of the Board of Directors and of the Chairman of the Board of Directors**

The Chairperson reminds the general meeting that pursuant to article 21 of the Articles, the members of the Board of Directors and the Chairman must be elected individually each year at the annual general meeting, which must as a rule be held within a period of 6 months after the end of the business year. Considering that the Company was not ready to hold the annual general meeting pertaining to the business year 2023 (the "**AGM**") within the statutory deadline, it was proposed to re-elect the Board members so that the Company would have a duly appointed Board of Directors until the holding of the AGM.

The Chairperson explains that the vote will be done separately and in the following order (cf. art. 21 of the Articles):

### **1.1.1. Re-election of José Achache as member and as Chairman of the Board of Directors**

The Chairperson proposes the re-election of José Achache as member of the Board of Directors and as Chairman of the Board of Directors for a term which will end until completion of the next AGM.

This proposal is approved by the general meeting as follows:

| For                               | 1 205 300 |
|-----------------------------------|-----------|
| Against                           | 0         |
| Abstention                        | 0         |
| VPS shares not taken into account | 2 587 509 |

### **1.1.2. Re-election of Fabien Jordan as member of the Board of Directors**

The Chairperson proposes the re-election of Fabien Jordan as member of the Board of Directors for a term which will end until completion of the next AGM.

This proposal is approved by the general meeting as follows:

| For                               | 1 205 300 |
|-----------------------------------|-----------|
| Against                           | 0         |
| Abstention                        | 0         |
| VPS shares not taken into account | 2 587 509 |

### **1.1.3. Re-election of Roland Loos as member of the Board of Directors**

The Chairperson proposes the re-election of Roland Loos as member of the Board of Directors for a term which will end until completion of the next AGM.

This proposal is approved by the general meeting as follows:

| For                               | 1 205 300 |
|-----------------------------------|-----------|
| Against                           | 0         |
| Abstention                        | 0         |
| VPS shares not taken into account | 2 587 509 |

#### **1.1.4. Re-election of Yves Pillonel as member of the Board of Directors**

The Chairperson proposes the re-election of Yves Pillonel as member of the Board of Directors for a term which will end until completion of the next AGM.

This proposal is approved by the general meeting as follows:

| For                               | 1 205 300 |
|-----------------------------------|-----------|
| Against                           | 0         |
| Abstention                        | 0         |
| VPS shares not taken into account | 2 587 509 |

### **1.1.5. Re-election of Jonathan Cholak as member of the Board of Directors**

The Chairperson proposes the re-election of Jonathan Cholak as member of the Board of Directors for a term which will end until completion of the next AGM.

This proposal is approved by the general meeting as follows:

| For                               | 1 205 300 |
|-----------------------------------|-----------|
| Against                           | 0         |
| Abstention                        | 0         |
| VPS shares not taken into account | 2 587 509 |

#### **2. Re-election of the Independent Proxy**

The Chairperson proposes to re-elect Mr. Matthieu Sinner, notary, avenue du Théâtre 7, 1005 Lausanne, Switzerland, as independent proxy for a term which will end until completion of the next AGM, the rationale of the re-election of the Independent Proxy being the same as for the re-election of the Board of Directors.

This proposal is approved by the general meeting as follows:

| For                               | 1 205 300 |
|-----------------------------------|-----------|
| Against                           | 0         |
| Abstention                        | 0         |
| VPS shares not taken into account | 2 587 509 |

### **3. Miscellaneous**

The Chairperson states that, except as specifically set forth above, the shareholders have not requested for information and/or recording of statements in the minutes (art. 702 para. 2 (4) and (5) CO).

There being no further item brought before the EGM and there being no further item to be transacted, the meeting is adjourned at 3:45 pm (CEST).

\* \* \*

[EXECUTION PAGE FOLLOWS]

The Chairperson: The Secretary:

Mr. José Achache Ms. Tania Luminuku

Exhibits:

- 1. List of attendance;
- 2. Proxies.