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Astrocast SA

AGM Information May 28, 2024

6050_rns_2024-05-28_7fbae4f8-5a6d-4c17-b33f-199e664bed4a.pdf

AGM Information

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astrocast

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 May 28, 2024

at the office of the Company in Chemin des Ramiers 20, 1022 Chavannes-près-Renens, Switzerland

Mr. José Achache, chairman of the Company's board of directors (the "Board of Directors"), chairs this extraordinary general meeting (the "Chairperson" and the "EGM") and designates Mr. Karim Piguet to act as keeper of the minutes.

Mr. Matthieu Sinner, the independent proxy, is also present.

The Chairperson opens the meeting at 11:04 am (CEST) states and directs the records to show that:

  • the notice to the present EGM (the "Notice") has been validly and timely published on May 1*, 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;
  • 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;
  • Proxy forms representing at least 9 574 503 VPS shares have been received in addition to the abovementioned shares. DNB Bank ASA has not included these proxy forms in its power of attorney due to various reasons, including the fact that the nominee registered in the VPS register could not be identified. The votes of these shares have therefore not been taken into account but have been noted separately 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 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:

  • De-listing of the shares from Euronext Growth Oslo; 1.
    1. Miscellaneous.

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

1. De-listing of the shares from Euronext Growth Oslo

The Chairperson reminds the general meeting that the financial situation of the Company remains critical and that in its efforts to raise new funds, it has been faced with feedback from certain investors which, although having expressed an interest in investing in the company, could not do so because the Company was listed. For these reasons, and after having received support from a significant majority of the Company's shareholders, the Board of Directors proposes to the general meeting to approve the de-listing of the Company's shares from Euronext Growth Oslo.

The above-mentioned proposal is approved by the general meeting as follows:

For 10 691 895
Against -
Abstention -

Note: the votes of the investors which were note taken into account as indicated in the preliminary remarks represent a total of 9 574 503 votes. All votes were in favor of the proposal to delist the Company's shares from Euronext Growth Oslo.

2 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 11:09 am (CEST).

[EXECUTION PAGE FOLLOWS]

2

The Chairperson:

The Secretary:

Mr. José Achache Mr Karim Piguet

Exhibits:

    1. List of attendance;
    1. Proxies.

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