Astrocast SA

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 01.07.2024/nPublicly viewable until: 01.07.2025/nPublication number: UP04-0000006438/nPublishing entity/nNiederer Kraft Frey SA, succursale de Genève, Place de l'Université 8.

1205 Genève/nCommissioned by:
/nAstrocast SA/nChemin des Ramiers 20/nCH-1022 Chavannes-près-Renens/nIDE: CHE-415.432.149/nInvitation to the extraordinary general meeting/nAstrocast SA/nOrganisation concerned:/nAstrocast SA/nCHE-415.432.149/nChemin des Ramiers 20/n1022 Chavannes-près-Renens/nGeneral meeting details:/n25.07.2024, 15.30 Uhr.

Astrocast SA/nChemin des Ramiers 20/nCH-1022 Chavannes-près-Renens/nInvitation/Agenda:
/n1. Re-election of the members of the Board of Directors and of the Chairman of the/nBoard of Directors/n1.1.1. Re-election of José Achache as member and as Chairman of the Board of Directors/n1.1.2. Re-election of Fabien Jordan as member of the Board of Directors/n1.1.3. Re-election of Roland Loos as member of the Board of Directors/n1.1.4. Re-election of Yves Pillonel as member of the Board of Directors/n1.1.5. Re-election of Jonathan Cholak as member of the Board of Directors/n2. Re-election of the Independent Proxy/n3. Miscellaneous/n1/nNOTICE OF THE EXTRAORDINARY GENERAL MEETING OF/nTHE SHAREHOLDERS/nof Astrocast SA (the ""Company"" and the ""EGM"")/nDate: July 25.

2024/nTime:
3:30 pm (CEST)/nForm: Meeting with physical location (only)/nLocation: at the office of the Company in Chemin des Ramiers 20, 1022 Chavannes-/nprès-Renens, Switzerland/nAGENDA/n1. Re-election of the members of the Board of Directors and of the Chairman of the Board of/nDirectors/n1.1.1. Re-election of José Achache as member and as Chairman of the Board of/nDirectors/n1.1.2. Re-election of Fabien Jordan as member of the Board of Directors/n1.1.3. Re-election of Roland Loos as member of the Board of Directors/n1.1.4. Re-election of Yves Pillonel as member of the Board of Directors/n1.1.5. Re-election of Jonathan Cholak as member of the Board of Directors/n2. Re-election of the Independent Proxy/n3. Miscellaneous./nPROPOSALS OF THE BOARD OF DIRECTORS/n1.

Re-election of the members of the Board of Directors and of the Chairman of the/nBoard of Directors/nThe Board of Directors proposes the re-election of the following members:
Fabien Jordan,/nRoland Loos, Yves Pillonel and Jonathan Cholak as members of the Board of Directors,/nand the re-election of José Achache as Chairman of the Board of Directors for a term that/nwill end until completion of the next annual general meeting of the shareholders (pertaining/nto the business year 2023) (the ""AGM"")./nNote:/nPursuant to article 21 of the Articles of Association, the members of the Board of Directors/nand the Chairman must be elected individually each year at the AGM, which must as a rule/nbe held within a period of 6 months after the end of the business year (i.e., before June 30,/n2024 with respect to the AGM relating to the business year 2023). Considering that the/nCompany is not ready to hold the AGM within the statutory deadline, it is proposed to re-/n2/nelect the Board members through an extraordinary general meeting so that the Company/nwill have a duly appointed Board of Directors until the holding of the AGM./n2. Re-election of the Independent Proxy/nThe Board of Directors proposes to re-elect Mr. Matthieu Sinner, notary, Avenue du Théâtre/n7, 1005 Lausanne, Switzerland, as Independent Proxy for a term which will end until/ncompletion of the next AGM./nNote:/nThe rationale of the re-election of the Independent Proxy is the same as for the re-election/nof the Board of Directors mutatis mutandis./n3. Miscellaneous/nQuestions of the shareholders will be answered./n[General information on the following pages]/n3/nORGANISATIONAL MATTERS/nGeneral Information & Shareholders Rights/nAstrocast SA is a Swiss company limited by shares (société anonyme;
Aktiengesellschaft). At the/ntime of this notice, the Company's share capital amounts to CHF 396,609.08 divided into/n39,660,908 ordinary registered shares of a nominal value of CHF 0.01 each. Each share entitles/nits holder to one vote at the general meeting (except the treasury shares held by the Company,/nfor which the voting rights are suspended)./nThe shareholders have inter alia the following rights in respect of a general meeting:/n? the right to attend general meetings, either directly or through their proxy;
/n? the right to vote at such general meetings;
/n? the right for one or more shareholders representing together at least 5% of the share capital/nto demand the calling of a general meeting;
/n? the right for one or more shareholders representing at least 0.5% to demand that an item/nbe placed on the agenda of the general meeting or that motions relating to items on the/nagenda be included in the notice convening the general meeting;
/n? the right to be given access to the business report (rapport de gestion;
Geschäftsbericht),/nthe compensation report and the related auditors' reports no later than 20 days prior to the/nannual general meeting and to request from the Company during the year following the/ngeneral meeting a copy of such reports, if the latter have not been made available/nelectronically;
/n? the right to require at the general meeting information from the Board of Directors on the/naffairs of the Company and from the auditors on the methods and results of their audit./nDocumentation/nThe notice of the EGM, including the agenda and the proposals of the Board of Directors, is/npublished on the Swiss Official Gazette of Commerce./nRegistration & Admission to vote/nShareholders registered with voting rights in the share register as of the close of business on/nJuly 15, 2024 (the ""Record Date"") will be authorized to participate and to vote at the EGM. From/nthe day following the Record Date until the date of the EGM no registrations will be entered in the/nshare register./nShareholders who sell their shares after the Record Date shall inform the Company thereof and/nwill no longer be entitled to attend or exercise any voting rights at the EGM linked to such sold/nshares, and previously issued power of attorneys will become invalid automatically./nLocation and Form/nThe EGM will be held in the form of a physical meeting. Only the shareholders or their/nrepresentatives attending in person the EGM will be entitled to exercise shareholders' right at the/nEGM./n4/nAttendance & Representation/nPersonal attendance/nFor organizational purposes, shareholders wishing to attend the EGM personally are kindly/nrequested to confirm their presence by email to investors@astrocast.com by no later than July/n19, 2024 (date of receipt) at 6:00 pm (CEST) (the ""Submission Date"")./nRepresentation by a representative chosen by the Shareholder/nPersonal attendance to the EGM is not required and shareholders may also be represented by/nthe independent proxy (the ""Independent Proxy"") or any other representative of their choice, it/nbeing specified that the representation by corporate bodies or custodian banks within the meaning/nof art. 689b para. 2 of the Swiss Code of Obligations are not permitted by law./nShareholders who wish to appoint a representative are invited to use the Power of Attorney Form,/nwhich will be made available upon request (the request is to be sent by email at/ninvestors@astrocast.com).

and to send such form by regular mail or by email to:
/nIf the representative is not the Independent Proxy:/nAstrocast SA/nChemin des Ramiers 20/n1022 Chavannes-près-Renens/nSwitzerland/nAttention: Mr.

Kjell Karlsen/nEmail:
investors@astrocast.com/nIf the representative is the Independent Proxy:/nMr. Matthieu Sinner/nAvenue du Théâtre 7/n1005 Lausanne/nSwitzerland/ne-mail: msinner@pbslaw.ch/nAny Power of Attorney Form or any change in voting instructions received by the Independent/nProxy after the Submission Date will not be processed. Please note that, in the absence of voting/ninstructions on the Power of Attorney Form, the Independent Proxy will abstain to vote./nSpecial rules applicable to holders of VPS (ESO) Shares admitted to trading on/nEuronext Growth Oslo/nInvestors registered in "