Addex Therapeutics Ltd

Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 03.06.2025/nPublicly viewable until: 03.06.2026/nPublication number: UP04-0000007261/nPublishing entity/nHomburger AG, Hardstrasse 201.

8005 Zürich/nInvitation to the ordinary general meeting Addex/nTherapeutics Ltd/nOrganisation concerned:
/nAddex Therapeutics Ltd/nCHE-113.514.094/nc/o: Addex Pharma SA/nchemin des Aulx 12/n1228 Plan-les-Ouates/nGeneral meeting details:/n24.06.2025, 11.00 Uhr.

Addex Therapeutics Ltd/nCampus Biotech/nChemin des Mines 9/nCH-1202 Geneva/nInvitation/Agenda:
/nInvitation to the Annual General Meeting of Addex Therapeutics Ltd. The full text of the/ninvitation is included in the attached PDF./nPlan-les-Ouates, June 3, 2025/nTo the shareholders of Addex Therapeutics Ltd/nNotice of the Annual General Meeting 2025/nTuesday, 24 June 2025.

11:
00 a.m. CEST at Addex Therapeutics Ltd, Campus/nBiotech, Chemin des Mines 9, CH-1202 Geneva (doors open at 10:30 a.m.)./nAgenda/n1. Approval of the Annual Report, the Annual Financial Statements and the/nConsolidated Financial Statements for the business year 2024/n2. Consultative vote on the Compensation Report for the business year 2024/n3. Appropriation of the results/n4. Discharge of the members of the Board of Directors and of the Executive/nManagement/n5. Re-elections of the members of the Board of Directors and re-election of the/nChairman of the Board of Directors/n5.1. Re-election of Vincent Lawton as member and Chairman of the Board/nof Directors/n5.1. Re-election of Raymond Hill as member of the Board of Directors/n5.1. Re-election of Timothy Dyer as member of the Board of Directors/n5.1. Re-election of Roger Mills as member of the Board of Directors/n5.1. Re-election of Jake Nunn as member of the Board of Directors/n5.1. Re-election of Isaac Manke as member of the Board of Directors/n6. Re-elections of the members of the Compensation Committee/n6.1. Re-election of Vincent Lawton as member of the Compensation/nCommittee/n6.1. Re-election of Raymond Hill as member of the Compensation Committee/n7. Re-election of the Auditors/n8. Re-election of the Independent Voting Rights Representative/n9. Approval of the compensation of the members of the Board of Directors and/nof the Executive Management/n9.1. Compensation of the members of the Board of Directors/n9.1. Compensation of the members of the Executive Management/n10. Miscellaneous/nPlan-les-Ouates, June 3, 2025/nTo the shareholders of Addex Therapeutics Ltd/ntice of the Annual General Meeting 2025/nTuesday, 24 June 2025.

11:
00 a.m. CEST at Addex Therapeutics Ltd, Campus Biotech, Chemin des/nMines 9, CH-1202 Geneva (doors open at 10:30 a.m.)./nAgenda/n1. Approval of the Annual Report, the Annual Financial Statements and the Consolidated Financial/nStatements for the business year 2024/n2. Consultat ve vote on the Compensation Report for th usiness year 2024/n3. Appropriation of the results/n4. Discharge of the members of the Board of Directors and of the Executive Management/n5. Re-elections of the members of the Board of Directors and re-election of the Chairman of the Board/nof Directors/n5.1. Re-election of Vincent Lawton as member and Chairman of the Board of Directors/n5.2. Re-election of Raymond Hill as member of the Board of Directors/n5.3. Re-election of Ti othy Dyer as member of the Board of Directors/n5.4. Re-election of Roger Mills as member of the Board of Directors/n5.5. Re-election of Jake Nunn as member of the Board of Directors/n5.6. Re-election of Isaac Manke as member of the Board of Directors/n6. Re-elections of the members of the Compens tion Committee/n6.1. Re-election of Vincent Lawton as member of the Compensation Committee/n6.2. Re-election of Raymond Hill as member of the Compensation Committee/n7. Re-election of the Auditors/n8. Re-election of the Independent Voting Rights Representative/n9. Approval of the compensation of the members of the Board of Directors and of the Executive/nManagement/n9.1. ompensation of the members of the Board of Directors/n9.2. Compensation of the members of the Executive Management/n10. Miscellaneous/nMotions and Explanations/n1. Approval of the Annual Report, the Annual Financial Statements and the/nConsolidated Financial Statements for the business year 2024/nThe Board of Directors proposes to approve the Annual Report, the Annual/nFinancial Statements and the Consolidated Financial Statements for the busi-/nness year 2024./nExplanation/nAccording to Article 698 paragraph 2 items 3 and 4 of the Swiss Code of Ob-/nligations (CO) and our Articles of Association, the Annual General Meeting is/nresponsible for approving the Annual Report, the Annual Financial Statements/nand the Consolidated Financial Statements./n2. Consultative vote on the Compensation Report for the business year 2024/nThe Board of Directors proposes to endorse the Compensation Report 2024./nThis vote is consultative./nExplanation/nAccording to Article 735 paragraph 3 item 4 CO, the Board of Directors submits/nthe Compensation Report 2024 to a consultative vote of the shareholders. The/nCompensation Report 2024 has been made available to shareholders and can/nbe downloaded from the company's website: https://www.addextherapeutics.com//nen/investors/financial-reports/. It explains the governance framework and the/nprinciples underlying the compensation structure at the Company. In addition,/nthe Compensation Report 2024 sets out the remuneration of the Board of Di-/nrectors and the Executive Management for 2024, as required under the CO./n3. Appropriation of the results/nThe Board of Directors proposes to carry forward the entire net profit of/nCHF 8,205,559 for the business year 2024 to offset prior losses./nExplanation/nAccording to Article 698 paragraph 2 item 4 CO and our Articles of Association,/nthe Annual General Meeting is responsible for approving the appropriation of/nretained earnings or net loss. The Board of Directors proposes to carry forward/nthe entire net profit of CHF 8,205,559 to offset prior losses./n4. Discharge of the members of the Board of Directors and of the Executive/nManagement/nThe Board of Directors proposes that discharge be granted to the members of/nthe Board of Directors and the Executive Management for their activities in the/nbusiness year 2024./nExplanation/nAccording to Article 698 paragraph 2 item 7 CO and our Articles of Association,/nthe Annual General Meeting is responsible for approving the discharge./n5. Re-elections of the members of the Board of Directors and re-election of/nthe Chairman of the Board of Directors/nThe Board of Directors proposes the re-election of its members Vincent Lawton,/nRaymond Hill, Timothy Dyer, Roger Mills, Jake Nunn and Isaac Manke for a/nterm of one year each;
and the re-election of Vincent Lawton as its Chairman./nExplanation/nAccording to Article 698 paragraph 2 item 2 CO, Article 698 paragraph 3 item 1/nCO and our Articles of Association, the Annual General Meeting is responsible/nfor electing the members of the Board of Directors and the Chairman annually;
/nre-election is possible./n5.1. Re-election of Vincent Lawton as member and Chairman of the Board/nof Directors/nThe Board of Directors proposes to re-elect Vincent Lawton as a mem-/nber of the Board of Directors and as Chairman of the Board of Directors/nfor a term of office extending until completion of the next AGM./n5.2. Re-election of Raymond Hill as member of the Board of Directors/nThe Board of Directors proposes to re-elect Raymond Hill as a member/nof the Board of Directors for a term of office extending until completion of/nthe next AGM./n5.3. Re-election of Timothy Dyer as member of the Board of Directors/nThe Board of Directors proposes to re-elect Timothy Dyer as a member/nof the Board of Directors for a term of office extending until completion of/nthe next AGM./n5.4. Re-election of Roger Mills as member of the Board of Directors/nThe Board of Directors proposes to re-elect Roger Mills as a member of/nthe Board of Directors for a term of office extending until completion of/nthe next AGM./n5.5. Re-election of Jake Nunn as member of the Boar