AGM Information • Jul 25, 2024
AGM Information
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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:
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).
* * *
The Chairperson proposes to adopt the following agenda for the meeting:
The agenda proposed by the Chairperson is approved by unanimous vote.
* * *
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):
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 |
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 |
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 |
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 |
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 |
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 |
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:
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