AGM Information • Sep 27, 2021
AGM Information
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AstrocastSA, in Chavannes-près-Renens (IDE n° CHE-415.432.149)
in Lausanne, atCPV Partners, avenue d'Ouchy 18, 1006 Lausanne, Switzerland
Mr. Fabien Jordan, member of the Company's board of directors (the Board of Directors), chairs this extraordinary général meeting (the Chairperson and the EGM) and désignâtes Mr. Karim Piguetto act as secretary.
The Chairperson opens the meeting at 11:16 am states and directs the records to show that:
Pursuant to the Articles, the meeting is formally empowered to validly décide on all motions relating to agenda items set out in the invitation and as permitted by law (in particular, art. 700 para. 3 and 4 CO).
Pursuanttoart. 702 para. 2 (1) CO, the listofattendance (to be annexed tothe présent minutes to form an intégral part thereof) sets forth the number, the type, the par value and, as the case may be, the différent classes of shares représentée) by the shareholders themselves, or by the corporate bodies, or by the proxies concerning shares deposited with third parties (ifany).
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The Chairperson proposes to adopt the following agenda for the meeting:
The agenda proposée) by the Chairperson is approved by unanimous vote.
The Chairperson proposes to elect Jonathan Cholak as new member ofthe Board of Directors for a term which will end at the next annual général meeting of shareholders (AGM).
This proposai is approved by the général meeting as follows:
| F or |
A in st ga |
A bs in ta |
|---|---|---|
| 19 5 7 54 9 9 |
0 | 9 3 70 0 |
The Chairperson proposes to elect Mr. Jan Eyvin Wang as new member ofthe Board of Directors for a term which will end at the next AGM.
This proposai is approved by the général meeting as follows:
| F or |
A in st ga |
A bs in ta |
|---|---|---|
| 19 5 7 5 4 9 9 |
0 | 70 9 3 0 |
The Chairperson proposes to re-elect Mr. José Achache as Chairman ofthe Board of Directors for a term which will end at the next AGM.
This proposai is approved by the général meeting as follows:
| F or |
A in st ga |
A bs in ta |
|---|---|---|
| 19 66 9 19 9 |
0 | 0 |
The Chairperson proposes to elect Mr. Matthieu Sinner, notary in Avenue du Théâtre 7, 1005 Lausanne, Switzerland, as Independent Proxy for a term which will end at the next AGM.
This proposai is approved by the général meeting as follows:
| F or |
A in st ga |
bs A in ta |
|---|---|---|
| 19 5 7 54 9 9 |
0 | 9 3 70 0 |
The Chairperson proposes to elect José Achache as member of the Compensation Committee for a term which will end at the next AGM.
This proposai is approved by the général meeting as follows:
| F or |
A in st ga |
A bs in ta |
|---|---|---|
| 19 6 69 19 9 |
0 | 0 |
The Chairperson proposes to elect Mr. Jonathan Cholak as member of the Compensation Committee for a term which will end at the next AGM.
This proposai is approved by the général meeting as follows:
| F or |
A in st ga |
A bs in ta |
|---|---|---|
| 19 5 7 54 9 9 |
0 | 9 3 70 0 |
The Chairperson proposes to approve a maximum aggregate compensation ofCHF 760,000 for the term of office from the 2021 AGM until the 2022 AGM.
Note:
The proposée/ amount covers the fixed monetary compensation, the fair value of the stock options (assessed at the value of CHF 3 per option) and related social security contributions. No variable monetary compensation has been granted.
This proposai is approved by the général meeting as follows:
| F or |
A in st ga |
A bs in ta |
|---|---|---|
| 19 2 18 79 9 |
0 | 45 0 40 0 |
^
The Chairperson proposes to approve a maximum aggregate compensation of CHF 2,200,000 for the period from June 30, 2021 until the 2022 AGM.
Note:
The proposée/ amount covers the fixed monetary compensation, variable monetary compensation, the fair value ofthe stock options (assessed at the value of CHF 3 per option) and related social security contributions.
This proposai is approved by the général meeting as follows:
| F or |
A in st ga |
bs A in ta |
|
|---|---|---|---|
| 19 2 18 79 9 |
0 | 45 0 40 0 |
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 ch. 3 and 4).
There being no further item brought before the EGM and there being no further item to be transacted, the meeting is adjourned at 11:27 am.
The Chairperson: The Secretary:
i Mr. Fabi^i Jordan Mr. Karim Piguet
Exhibits:
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