Youngtimers : Invitation to the AGM of Youngtimers AG

Invitation to the 24th Annual General Meeting

Youngtimers AG (the "Company")

to be held on Thursday, 29 June 2023, at 11:00 CEST

at the Offices of the Company, Elisabethenstrasse 18, CH-4051 Basel

1. Agenda

1. Approval of the Management Report, the Financial Statements of the

remuneration for the members of the Board of Directors from the 2022

Company for the 2022 Financial Year

Annual General Meeting until the 2023 Annual General Meeting (set at CHF

Motion: The Board of Directors proposes approval.

450'000), the maximum total remuneration proposed for the period ending at

the 2024 Annual General Meeting represents is reduced to 50 % based on

Explanation: Pursuant to Swiss law and the Company's Articles of Association,

current results of the business.

the management report, the statutory financial statements of the Company have

6.

Election of the Chairman and the Members of the Board of Directors

to be submitted to the General Meeting for approval. The Auditor, Berney Associés

The Board of Directors has been informed that all its current members are standing

Audit SA, Lausanne, has audited the Company's statutory financial statements

has nothing to add to the audit reports.

for re-election. The Board of Directors further proposes that Mr. Andy (Jinxiaorui)

2.

Vote on the Remuneration Report 2022

Liu be elected as additional member of the Board of Directors.

Motion: The Board of Directors proposes to (re-)elect Norman Hansen (also as

Motion: The Board of Directors proposes approval of the Remuneration Report

Chairman of the Board of Directors in a single vote), Lorenzo Landini,

Jan

2022.

Schulmeister and Mr. Andy Liu as members of the Board of Directors, each until

Explanation: The Remuneration Report sets out the principles governing the

the end of the next Annual General Meeting.

remuneration of the Board of Directors and the Executive Management, and

Explanation: The term of office for all members of the Board of Directors expires

reports on the nature and amount of the remuneration accrued during the financial

at the completion of the Annual General Meeting. Pursuant to Swiss law and the

year 2022, along with a comparison with the corresponding

maximum

total

Company's Articles of Association, the General Meeting annually elects

the

remuneration amounts approved by the General Meeting. Compared with the

members of the Board of Directors and the Chair of the Board of Directors. All

previous year, the Remuneration Report 2022 confirms the budgeted numbers

current members of the Board of Directors, including the Chair of the Board of

approved by the previous General Meeting. The Auditor has audited the relevant

Directors, are standing for re-election. The elections (respectively re-elections) of

parts of the Remuneration Report 2022 as required by law and has nothing to add

the members of the Board of Directors shall be effected on an individual basis. To

to the audit report.

further strengthen the Board of Directors in light of the Company's growth and

3. Discharge from Liability of the Members of the Board of Directors and of the

strategic plans, the Board of Directors proposes that Mr. Andy Liu be elected as a

Members of the Executive Management Team

new member.

Motion: The Board of Directors proposes discharge from liability for each of its

Andy Liu is an entrepreneur has over 20 years' experience in Luxury consumer

members and of the Members of the Executive Management Team for the 2022

goods and over 13 years' experience in Finance and Banking. His CV can be

financial year.

found athttps://ir.youngtimers.com/meetings/

Explanation: Pursuant to Swiss law and the Company's Articles of Association,

6.1 Re-election of Norman Hansen as Member and as Chairman of the Board of

the approval of the discharge lies within the powers of the General Meeting.

Directors (in a single vote)

4.

Appropriation of Available Earnings of the Company as per Balance Sheet

6.2 Re-election of Lorenzo Landini as Member of the Board of Directors

6.3 Re-election of Jan Schulmeister as Member of the Board of Directors

Balance brought forward

CHF

-11'455'542.00

6.4

Election of Mr. Andy Liu as Member of the Board of Directors

Net loss for the period

CHF

-10'075'259.00

Accumulated losses (balance sheet loss)

CHF

-21'530'801.00

7.

Elections to the Compensation Committee

The Board of Directors proposes to carry forward the balance sheet loss of CHF -

Motion: The Board of Directors proposes the election of Norman Hansen and

21'530'801.00.

Lorenzo Landini as members of the Compensation Committee, each until the end

5.

Votes on Compensation for the Members of the Board of Directors for and

of the next Annual General Meeting.

Explanation: The term of office for all members of the Remuneration Committee

the Executive Management Team for 2023/2024

5.1 Vote on the maximum aggregate amount of Compensation for Members of the

expires at the completion of the Annual General Meeting. Pursuant to Swiss law

and

the

Company's Articles of

Association, the

General Meeting elects

the

Board of Directors from the 2023 Annual General Meeting to the 2024 Annual

members

of the Remuneration

Committee. The

elections (respectively

re-

General Meeting

elections) shall be effected on an individual basis. The current members of the

Motion: The Board of Directors proposes that shareholders approve the

Remuneration Committee are standing for re-election. The Board of Directors

maximum aggregate amount of compensation for the members of the Board

intends to designate Norman Hansen as Chairman of the Compensation

of Directors covering the period from the 2023 Annual General Meeting to

Committee, subject to his re-election as a member of the Compensation

the 2024 Annual General Meeting, in the amount of CHF 100,000.00 as a

Committee.

fixed amount, plus refund of expenses, and up to a maximum amount of CHF

7.1 Re-election of Norman Hansen as member of the Compensation Committee

100,000.00 as variable amount depending on the results of the business,

according to a scheme to be defined. The Compensation Committee shall be

7.2 re-election of Lorenzo Landini as member of the Compensation Committee

authorised to set up a stock option scheme for the benefit of the members of

8.

Re-election of the Statutory Auditor and the Group Auditor

the Board of Directors.

Motion: The Board of Directors proposes the re-election of Berney Associés Audit

Explanation: Pursuant to

Swiss

law

and

the Company's Articles of

SA, Lausanne, as statutory auditor of the Company and as Group Auditor of the

Association, the General

Meeting

has

to

approve the

maximum

total

consolidated financial statements for the financial year started on 1 January 2023.

remuneration for the members of the Board of Directors. The maximum

amount submitted for approval is based on a Board of Directors with four

Explanation: Pursuant to Swiss law and the Company's Articles of Association,

members. The amount covers the remuneration components stated in the

the General Meeting elects the Auditor.

Articles of Association. The remuneration components are explained in detail

9.

Re-election of the Independent Proxy

in the Remuneration Report 2022, and the maximum

total amount of

remuneration has been calculated in accordance with the principles set out

Motion: The Board of Directors proposes the re-election of Mr Andri Obrist,

in said report. Compared

to the

maximum total

remuneration for

the

Attorney-at-Law, in Basel, as Independent Proxy of the Company until the end of

members of the Board of Directors from the 2022 Annual General Meeting

the next Annual General Meeting.

until the 2023 Annual General Meeting (set at CHF 400'000), the maximum

Explanation: Pursuant to Swiss law and the Company's Articles of Association,

total remuneration proposed for the period ending at the 2024 Annual

General Meeting represents is reduced to 50 % based on current results of

the General Meeting elects the independent proxy. Mr. Andri Obrist, attorney-at-

the business.

law, fulfils the criteria for independence and the Board of Directors proposes that

5.2 Vote on the maximum aggregate amount of Compensation for Members of the

he be re-elected for reasons of continuity.

10.

Amendments to the Articles of Association

Executive Management Team in the Financial Year 2023

Motion: The Board of Directors proposes that shareholders approve the

Motion: The Board of Directors proposes the amendment of the Articles of

maximum aggregate amount of compensation to be paid, promised or

Association of the Company, namely art. 2, 7, 8, 9, 10, 14, 15, 22 and the

granted during, or in respect of the Financial year 2023 to the members of

implementation of a new art. 23 as per the draft available on the Company's

the Executive Management Team, in the amount of CHF 150,000.00 as fixed

website (https://ir.youngtimers.com/meetings/)

amount, plus refund of expenses, and up to a maximum amount of CHF

Explanation: Pursuant to Swiss law and the Company's Articles of Association,

75,000.00 as variable amount depending on the results of the business,

according to a scheme to be defined. The Compensation Committee shall be

the amendment of the Articles of Association lies within the powers of the General

Meeting. Agenda item 10 comprises amendments to the Articles of Association in

authorised to set up a stock option scheme for the benefit of the members of

order to bring them into line with the revised Swiss Code of Obligations, which

the Executive Management Team

in addition

to

cash

amounts stated

came into force on 1 January 2023, and also taking into account the current best

hereunder.

practice in the field of corporate governance. This concerns in particular the rights

Explanation: Pursuant to Swiss law and the Company's Articles of

of the shareholders re the agenda, the content of the convocation, the information

Association, the General Meeting has to approve the maximum total

to shareholders by electronic means, virtual meetings, the powers and the passing

remuneration for the members of the Executive Management. The maximum

of resolutions and introducing a venue in Switzerland for all disputes between

amount submitted for approval is based on an Executive Management

shareholders and the Company.

with seven members. The amount covers the remuneration components

10.1 Vote on amendments concerning the General Meeting (art. 7 to 10)

stated in the Articles of Association. The remuneration components are

10.2 Vote on amendments concerning the Board of Directors (art. 14 and 15)

explained in detail in the Remuneration Report 2022, and the maximum total

amount of

remuneration has been

calculated

in

accordance with

the

10.3 Vote on amendments of general nature (art. 2, 22 and implementation of art. 23)

principles

set out in said report.

Compared

to

the

maximum

total

____________________________________________________________________________

Youngtimers AG ¦ Elisabethenstrasse 18 ¦ CH-4051 Basel ¦ Tel. [phone]

[e-mail] ¦ www.youngtimers.com

For the Board of Directors

The Chairman: Norman Hansen

1. Organisational Notes

1. Admission/Independent Proxy
   Shareholders wishing to participate personally or to be represented at the Annual General Meeting through the Independent Proxy may obtain their admission cards and/or registration forms (see below on electronic voting) no later than by 23 June 2023 from their custody bank, the Company's website (https://ir.youngtimers.com/meetings/) or at the seat of the Company (Elisabethenstrasse 18, CH-4051 Basel).
   Registration cards will be issued upon presentation of written proof of deposit of the shares with a bank until the day after the Annual Shareholders' Meeting.
2. Annual Report and further Documents
   The Annual Report for the 2022 financial year (including the Management Report of the Company, the Financial Statements of the Company, the Remuneration Report as well as the Auditors' Reports) and a draft of the amended Articles of Association are available through the Company's website (https://ir.youngtimers.com/financial-reports/and https://ir.youngtimers.com/meetings/).
3. Appointment of a Proxy
   Shareholders have the possibility to be represented at the Annual General Meeting in one of the following manners only:
4. 1. by a third party in accordance with art. 11 Para. 2 of the Articles of Association upon presentation of a duly executed Proxy and the admission card; or
   2. by the Independent Proxy of the Company (Mr. Andri Obrist).

Proxy and instruction forms can be obtained from the Company's website (https://ir.youngtimers.com/meetings/), or through the netVote online platform (see below on electronic voting).

Without specific instructions from a Shareholder the Independent Proxy will abstain from voting on any matter listed in the agenda; the same applies to proposals brought up during the Meeting.

1. Electronic Voting (netVote online platform)
   Shareholders shall submit their instructions electronically to the Independent Proxy via the netVote internet platform after having obtained a registration form (cf. paragraph 1 above) and opened a shareholders' account with www.netvote.ch. Instructions can be given via youngtimers.netVote.chuntil 27 June 2023, 23:59 CEST.
2. Proposals from Shareholders on Agenda Items / Questions to the Board of Directors

Proposals and questions from Shareholders on Agenda Items can only be put to the Meeting by a Shareholder or his/her individual proxy, the Independent Proxy cannot act as individual proxy in this sense.

____________________________________________________________________________

Youngtimers AG ¦ Elisabethenstrasse 18 ¦ CH-4051 Basel ¦ Tel. [phone]

[e-mail] ¦ www.youngtimers.com