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Astrocast SA

AGM Information Sep 27, 2021

6050_rns_2021-09-27_426629b9-7d69-4ecc-bc36-c2318b8089a4.pdf

AGM Information

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MINUTES 0F THE EXTRAORDINARY GENERAL MEETING 0F THE SHAREHOLDERS 0F

AstrocastSA, in Chavannes-près-Renens (IDE n° CHE-415.432.149)

held on September 27, 2021

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:

  • the présent Général Meeting has been validly and timely invited (by publication on the Swiss Officiai Gazette of Commerce (FOSC/SHAB) on September 6, 2021 in accordance with the provisions ofthe Swiss Code of Obligations (CO) and the company's articles of association (the Articles) (cf. art. 46);
  • 19669 199 shares out of 39 660 908 shares are validly représentée) pursuant to powers of attorney (annexée! to the présent minutes to form an intégral part thereof), it being specified that the Articles (cf. art. 18) do not provide for an attendance quorum;
  • in compliance with the provisions ofthe COVID-19 Ordinance 3 ofthe Fédéral Council cum art. 8 of the COVID-19 Act (or any équivalent or successor légal provision), the Board has decided that shareholders cannât physically attend the EGM and that they must exercise their rights only through an independent proxy. By décision of September 2, 2021, the Board has designated Mr. Matthieu Sinner to act as indépendant proxy for the EGM.
  • no opposition of any sort has been made by any of the shareholders or by any of their proxies to the holding ofthis meeting.

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).

•'/f

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

    1. Election of new members of the Board of Directors
    1. Re-election of the Chairman of the Board of Directors
    1. Election of the Independent Proxy
    1. Election of the Compensation Committee
    1. Approval of the compensation of the members of the Board of Directors
    1. Approval of the compensation of the members of the Senior Management
    1. Miscellaneous

The agenda proposée) by the Chairperson is approved by unanimous vote.

1. Election of new members of the Board of Directors

1.1. Election of Mr Johnathan Cholak as new member of the Board of Directors

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

1.2. Election of Mr. Jan Eyvin Wang as new member of the Board of Directors

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

2. Re-election of the Chairman of the Board of Directors

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

3. Election of the Independent Proxy

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

4. Election of the compensation committee

4.1. Election of Mr. José Achache as new member of the Compensation Committee

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

4.2. Election of Mr. Johnathan Cholak as new member ofthe Compensation Committee

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

5. Approval of the compensation of the members of the Board of Directors

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

^

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

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

7. 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 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:

    1. Proxies;
    1. List of attendance.

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