Astrocast SA

AGM Information • Jan 17, 2024

MINUTES OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF

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

held on January 15, 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"), chairs this annual general meeting (the "Chairperson" and the "AGM") and designates Ms. Tania Luminuku to act as keeper of the minutes.

Mr. Matthieu Sinner, the independent proxy, is also present and BDO SA, the Company's auditors, is represented by Mr. Nigel Le Masurier.

The Chairperson opens the meeting at 3:00 pm (CET) states and directs the records to show that:

• the notice to the present AGM has been validly and timely published on December 22, 2023 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;
• the Annual Report, including the Management Report, the Annual Financial Statements, the Consolidated Financial Statements, the Compensation Report, and the related auditors' reports for the business year 2022 have been made available to the shareholders on the Company's website (https://www.astrocast.com/investors-relations/) on November 30, 2023, i.e. within the statutory deadline provided by art. 699a para. 1 CO;
• 4,234,283 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;
• 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. Approval of the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for the business year 2022 and appropriation of the results
• 1. Consultative vote on the 2022 Compensation Report
• 1. Discharge of the members of the Board of Directors and of the Senior Management
• 1. Re-election of the members of the Board of Directors and of the Chairman of the Board of Directors
  2. 4.1. Re-election of José Achache as member and as Chairman of the Board of Directors
  3. 4.2. Re-election of Fabien Jordan as member of the Board of Directors
  4. 4.3. Re-election of Roland Loos as member of the Board of Directors
  5. 4.4. Re-election of Yves Pillonel as member of the Board of Directors
  6. 4.5. Re-election of Jonathan Cholak as member of the Board of Directors
• 1. Re-election of the members of the Compensation Committee
  2. 5.1. Re-election of José Achache as member of the Compensation Committee
  3. 5.2. Re-election of Jonathan Cholak as member of the Compensation Committee
• 1. Re-election of the Auditors
• 1. Re-election of the Independent Proxy
• 1. Compensation of the Board of Directors and the Senior Management
  2. 8.1. Approval of the aggregate compensation of the members of the Board of Directors
  3. 8.2. Approval of the aggregate compensation of the members of the Senior Management

9. Miscellaneous.

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

* * *

1. Approval of the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for the business year 2022 and appropriation of the results

The CEO comments the Board of Directors report and explains the challenges the Company has faced during the business year under review, arising in particular from the cancellation of the dual listing on Euronext Growth Paris. He explains that the Board of Directors had therefore taken restructuring measures to reduce capital expenditures. The CEO concludes by emphasizing the fact that (i) the situation in which the Company was in 2022 was not unusual for a startup in the space industry, (ii) that although the cash flow was negative in 2022, the Company has demonstrated its ability to attract strategic partners and investors and (iii) there is confidence in the Company's ability to navigate these challenges and steer towards a profitable and sustainable future.

The Chairperson further comments the statutory financial statements and explains that the loss for the business year 2022 amounts to CHF 21,172k, which is to be carried forward.

Mr. Nigel Le Masurier, the auditors' representative, further comments the auditors' reports regarding both the statutory and consolidated financial statements.

The Chairperson therefore proposes to approve the Annual Report, the Annual Financial Statements and the Consolidated Financial Statements for the business year 2022, and that the loss for the business year 2022 be carried forward.

This proposal is approved by the general meeting as follows:

For	4,234,283
Against	0
Abstention	0

2. Consultative vote on the 2022 Compensation Report

The Chairperson notes that the Company has presented detailed information on the remuneration of the Board of Directors and the Senior Management in the Compensation Report and that this information is also included in the Annual Report.

The Chairperson also reminds the AGM that the vote on the Compensation Report is a consultative vote, which is therefore not binding for the Company and its Board of Directors.

The Chairperson proposes that the Compensation Report for the business year 2022 be ratified in a non-binding consultative vote.

This proposal is approved by the general meeting as follows:

For	4,234,283
Against	0
Abstention	0

3. Discharge of the members of the Board of Directors and of the Senior Management

The Chairperson reminds the general meeting that the persons who have participated in any manner in the management of the Company (either as Board member or member of the Senior Management) are not entitled to vote regarding the discharge of the Board of Directors and of the Senior Management. The voting rights of the shares held, or represented, by the shareholders who are also Board member or member of the senior management, will therefore not be taken into consideration.

The Chairperson reminds the proposal of the Board of Directors that discharge be granted to the members of the Board of Directors and the Senior Management for their activities in the business year 2022.

This proposal is approved by the general meeting as follows':

For	3,124,183
Against	0
Abstention	0
Shares not taken into account	1,110,100

4. 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 Mr. Jan Eyvin Wang has resigned from his position as director and that Mr. Federico Belloni is not standing for re-election, although Mr. Belloni will remain fully committed as member of the management of the Company. For the rest, the Board of Directors proposes to re-elect the current directors of the Company for a new term ending upon completion of the next AGM.

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

The shares held or represented by person entrusted with the management of the Company have not been taken into account pursuant to art. 695 para. 1 CO.

4.1. 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 of one year which will end until completion of the next AGM.

This proposal is approved by the general meeting as follows:

For	4,234,283
Against	0
Abstention	0

4.2. 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	4,234,283
Against	0
Abstention	0

4.3. 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	4,234,283
Against	0
Abstention	0

4.4. 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	4,234,283
Against	0
Abstention	0

4.5. 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	4,234,283
Against	0
Abstention	0

5. Re-election of the members of the Compensation Committee

The Chairperson reminds the general meeting that the Board of Directors proposes to re-elect the current members of the Compensation Committee for a new term ending upon completion of the next AGM. The Chairperson explains that the vote will be done separately and in the following order (cf. art. 32 of the Articles):

5.1. Re-election of José Achache as member of the Compensation Committee

The Chairperson proposes the re-election of José Achache as member of the Compensation Committee for a term which will end until completion of the next AGM.

This proposal is approved by the general meeting as follows:

For	4,234,283
Against	0
Abstention	0

5.2. Re-election of Jonathan Cholak as member of the Compensation Committee

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

This proposal is approved by the general meeting as follows:

For	4,234,283
Against	0
Abstention	0

6. Re-election of the Auditors

The Chairperson proposes to re-elect BDO SA (IDE: CHE-347.141.454) as statutory auditors for the business year 2023.

This proposal is approved by the general meeting as follows:

For	4,234,283

Against	0
Abstention	0

7. 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.

This proposal is approved by the general meeting as follows:

For	4,234,283
Against	0
Abstention	0

8. Compensation of the Board of Directors and the Senior Management

8.1. Approval of the aggregate compensation of the members of the Board of Directors

The Chairperson proposes to approve a maximum total compensation of the Board of Directors of CHF 200k for the term of office from the 2023 AGM until the 2024 AGM.

This proposal is approved by the general meeting as follows:

For	4,234,283
Against	0
Abstention	0

8.2. Approval of the aggregate compensation of the members of the Senior Management

The Chairperson proposes to approve a maximum total compensation of CHF 1.5 million for the Senior Management for the period from January 1, 2024 until December 31, 2024.

This proposal is approved by the general meeting as follows:

For	4,234,283
Against	0
Abstention	0

9. Miscellaneous

The Chairpersons 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 AGM and there being no further item to be transacted, the meeting is adjourned at 3:32 pm (CET).

* *

[Execution page follows]

The Chairperson: The Secretary:

Mr. Jose Achache Ms. Tania Luminuku

Exhibits:

• 1. List of attendance;
• 1. Proxies.