Youngtimers AG

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 07.11.2024/nPublicly viewable until: 07.11.2025/nPublication number: UP04-0000006612/nPublishing entity/nYoungtimers AG, (Youngtimers Ltd) (Youngtimers SA), Gerbergasse 48.

4001 Basel/nInvitation to the extraordinary general meeting/nYoungtimers AG/nOrganisation concerned:
/nYoungtimers AG/nCHE-101.017.162/nGerbergasse 48/n4001 Basel/nGeneral meeting details:/n28.11.2024, 14.00 Uhr.

Offices of the Company/nInvitation/Agenda:
/nInvitation to an Extraordinary Shareholders' Meeting of Youngtimers AG (the/n""Company"") to be held on Thursday, 28 November 2024.

at 14:
00 CET at the Offices of/nthe Company, Gerbergasse 48, CH-4001 Basel/nYoungtimers AG ¿ Gerbergasse 48 ¿ CH-4001 Basel ¿ Tel. +41 61 563 10 72/nir@youngtimers.com ¿ www.youngtimers.com/nInvitation to the Extraordinary Shareholders' Meeting of/nYoungtimers AG (the ""Company"")/nto be held on Thursday, 28 November 2024.

at 14:
00 CET/nat the Offices of the Company, Gerbergasse 48, CH-4001 Basel/nA. Agenda/n1.

Election of additional Members of the Board of Directors/nMotion:
The Board of Directors proposes to elect as additional members of the Board of Directors, each until/nthe end of the next Annual General Meeting, the following persons: (i) Mr Yin Pan (Ben) Cheng, and (ii) Mrs/nJue (Kirsten) Gao./nExplanation: Pursuant to Swiss law and the Company's Articles of Association, the General Meeting elects/nthe members of the Board of Directors./nThe CVs of the new candidates can be found at the Company's website: https://ir.youngtimers.com/meetings//n1.1 Election of Mr Yin Pan (Ben) Cheng as Member of the Board of Directors/n1.2 Election of Ms Jue (Kirsten) Gao as Member of the Board of Directors/n2.

Capital Band/nMotion:
Subsequent to the ordinary capital increase of 30 October 2024, the Board of Directors proposes, by/nimplementing a new Article 3a into the Company's Articles of Association, to introduce a new capital band of/nCHF 45'368'546.58 (upper limit) and CHF 15'122'848.86 (lower limit), authorising the Board of Directors until/n27 November 2029 respectively an earlier lapse of the capital band, to increase or reduce the share capital/nonce or several times and in any amounts. The capital increase or reduction can be carried out by issuing/nrespectively cancelling up to 36'006'783 fully paid-up bearer shares with a nominal value of CHF 0.42 each or/nby increasing or reducing the nominal value of the existing bearer shares within the limits of the capital band./nIf the share capital increases due to an increase out of the conditional capital in accordance with Article 3b of/nthe Articles of Association (cf. below), the upper and lower limit of the capital band increases in line with the/nextent of the increase of the share capital. Under certain conditions, the Board of Directors shall have the right/nto cancel or restrict the subscription right of the existing shareholders and allocate them to third parties, the/nCompany or one of its Group companies. The draft of the wording of such new Article 3a is available on the/nCompany's website: https://ir.youngtimers.com/meetings//nExplanation: Pursuant to Swiss law and the Company's Articles of Association, the General Meeting can/nimplement a capital band through the Company's Articles of Association. The amendment of the Articles of/nAssociation lies within the powers of the General Meeting./n3.

Conditional Capital/nMotion:
The Board of Directors proposes, by implementing a new Article 3b into the Company's Articles of/nAssociation, to introduce a Conditional Capital of a maximum of CHF 4'536'000 (which corresponds to approx./n15% of the registered Share capital) through the issuance of a maximum of 10'800'000 new, fully paid-in/nbearer shares with a nominal value of CHF 0.42 each, to enable the issuance of options to members of the/nBoard of Directors, members of the Executive Board, employees, agents, consultants or other persons, which/nprovide services for the Company or one of its Group companies. The advance subscription right and the/nsubscription right of the shareholders of the Company are excluded. The draft of the wording of such new/nArticle 3b is available on the Company's website: https://ir.youngtimers.com/meetings//nExplanation: Pursuant to Swiss law and the Company's Articles of Association, the General Meeting can/nimplement a conditional capital through the Company's Articles of Association. The amendment of the Articles/nof Association lies within the powers of the General Meeting./n4. Amendment of Company's Purpose (Article 2)/nMotion: The Board of Directors proposes to amend the Company's main purpose to better reflect its nature/nas a holding company. Therefore, para. 1 and 2 of Article 2 of the Company's Articles of Association shall be/ndeleted and replaced by a new para.1. The draft of the new wording of Article 2 is available on the Company's/nwebsite: https://ir.youngtimers.com/meetings//nExplanation: Pursuant to Swiss law and the Company's Articles of Association, the amendment of the/nCompany's purpose respectively the Articles of Association lies within the powers of the General Meeting./n5. Translation of to the Articles of Association into the English language and implementation of a new/nArticle 24/nMotion: The Board of Directors proposes to add an English translation to the Articles of Association of the/nCompany and therefore amend the tile of paragraph VII. (GERICHTSSTAND) and implement a new Article 24/ninto the Company's Articles of Association, to determine that the German text shall prevail. The draft of the/namended and translated Articles of Association (including amended Article 2 as well as the new Articles 3a,/nYoungtimers AG ¿ Gerbergasse 48 ¿ CH-4001 Basel ¿ Tel. +41 61 563 10 72/nir@youngtimers.com ¿ www.youngtimers.com/n3b and 24) is available on the Company's website (all changes against the current version are highlighted in/nyellow): https://ir.youngtimers.com/meetings//nExplanation: Pursuant to Swiss law and the Company's Articles of Association, the amendment of the Articles/nof Association lies within the powers of the General Meeting./nFor the Board of Directors/nThe Chairman: Christian Eich/nB. Organisational Notes/n1. Admission/Independent Proxy/nShareholders wishing to participate personally or to be represented at the Extraordinary Shareholders'/nMeeting through the Independent Proxy may obtain their admission cards and/or registration forms (see below/non electronic voting) no later than by 26 November 2024 from their custody bank or the Company's website/n(https://ir.youngtimers.com/meetings/)./nRegistration cards will be issued upon presentation of written proof of deposit of the shares with a bank until/nthe day after the Extraordinary Shareholders' Meeting./n2. Supporting Documents/nThe CVs of the new candidates and a draft of the amended Articles of Association are available through the/nCompany's website (https://ir.youngtimers.com/financial-reports/ and https://ir.youngtimers.com/meetings/)./n3.

Appointment of a Proxy/nShareholders have the possibility to be represented at the Extraordinary Shareholders' Meeting in one of the/nfollowing manners only:
/na. by a third party in accordance with Article 11 Para. 2 of the Company's Articles of Association upon/npresentation of a duly executed Proxy and the admission card;
or/nb. by the Independent Proxy of the Company (Mr. Andri Obrist)./nProxy and instruction forms can be obtained from the Company's website/n(https://ir.youngtimers.com/meetings/), or through the netVote online platform (see below on electronic voting)./nWithout specific instructions from a Shareholder the Independent Proxy will abstain from voting on any matter/nlisted in the agenda;
the same applies to proposals brought up during the Meeting./n4. Electronic Voting (netVote online platform)/nShareholders shall submit their instructions electronically to the Independent Proxy via the netVote internet/nplatform after having obtained a registration form (cf. paragraph 1 above) and opened a shareholders' account/nwith www.netvote.ch. Instructions can be given "

Youngtimers AG, in Basel, CHE-101.017.162, Aktiengesellschaft (SHAB Nr. 158 vom 16.08.2024, Publ. 1006108283).

Statutenänderung:
29.10.2024.

Aktienkapital neu:
CHF 30'245'697.72 [bisher: CHF 26'045'697.72].

Liberierung Aktienkapital neu:
CHF 30'245'697.72 [bisher: CHF 26'045'697.72].

Aktien neu:
72'013'566 Inhaberaktien zu CHF 0.42 [bisher: 62'013'566 Inhaberaktien zu CHF 0.42]. Ordentliche Erhöhung des Aktienkapitals.

Youngtimers AG, in Basel, CHE-101.017.162, Aktiengesellschaft (SHAB Nr. 127 vom 03.07.2024, Publ. 1006074344).

Ausgeschiedene Personen und erloschene Unterschriften:
Hansen, Norman Paul, amerikanischer Staatsangehöriger, in Paris (FR), Präsident des Verwaltungsrates, mit Kollektivunterschrift zu zweien.