REGULATED INFORMATION
May 10, 2024, 7:00am CET / 1:00am ET
NYXOAH SA
(Euronext Brussels: NYXH)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
(hereinafter the "Company")
Invitation to attend the annual and the extraordinary shareholders' meetings of the Company
to be held on June 12, 2024
The board of directors of the Company is pleased to invite its securities holders to attend the annual shareholders' meeting of the Company, to be held on Wednesday, June 12, 2024 at 2:00 p.m. CET at the Company's seat, or at such other place as will be indicated prior to such time. The annual shareholders' meeting will be followed immediately by an extraordinary shareholders' meeting.
The Company will also set up a video conference to allow holders of securities of the Company who have duly registered for the annual and the extraordinary shareholders' meetings to follow the meetings remotely and ask questions, as the case may be in writing, during the meetings. The modalities to attend the meetings via video conference will be communicated to the relevant securities holders in due time. The videoconference will not qualify as an electronic communication tool to attend and vote at the shareholders' meetings as referred to in Article 7:137 of the Belgian Code of Companies and Associations, but will be an extra facility for securities holders to follow the shareholders' meetings. Holders of securities wishing to attend the meetings via video conference and also validly vote on the items on the agendas, are invited to exercise their voting rights prior to the shareholders' meetings by following the rules set out in this convening notice, either by voting remotely by mail, or by giving a proxy to a representative of the Company.
In order to facilitate the keeping of the attendance list on the day of the annual and the extraordinary shareholders' meetings, the holders of securities issued by the Company and their representatives are invited to register as from 1:30 p.m. CET.
AGENDA OF THE ANNUAL SHAREHOLDERS' MEETING
- Acknowledgement and discussion of:
- the statutory annual accounts for the financial year ended on December 31, 2023;
- the consolidated financial statements for the financial year ended on December 31, 2023;
- the annual report of the board of directors on the statutory annual accounts for the financial year ended on December 31, 2023;
- the annual report of the board of directors on the consolidated financial statements for the financial year ended on December 31, 2023;
- the statutory auditor's report on the statutory annual accounts for the financial year ended on December 31, 2023; and
- the statutory auditor's report on the consolidated financial statements for the financial year ended on December 31, 2023.
1. Approval of the statutory annual accounts for the financial year ended on December 31, 2023 and the proposed allocation of the result
Proposed decision: The shareholders' meeting decides to approve the annual accounts for the financial year ended on December 31, 2023 and the allocation of the result as proposed by the board of directors.
2. Discharge of directors
Proposed decision: The shareholders' meeting decides to grant discharge to each of the directors who was in office during the financial year ended on December 31, 2023 for the performance of their mandate during that financial year.
3. Discharge of the statutory auditor
Proposed decision: The shareholders' meeting decides to grant discharge to the statutory auditor who was in office during the financial year ended on December 31, 2023 for the performance of his mandate during that financial year.
4. Acknowledgement and approval of the remuneration report
Proposed decision: The shareholders' meeting decides to approve the remuneration report.
- Acknowledgement and approval of the amended remuneration policy to allow for a share-based remuneration for the non-executive directors
Upon the recommendation of the remuneration committee, the board of directors proposes to amend the remuneration policy of the Company to allow for the granting of so-called "restricted share units" or "RSUs" to non-executive directors. This RSU remuneration component replaces the existing share-based remuneration in the form of a grant of warrants to non-executive directors as approved by the annual shareholders' meeting of June 8, 2022. The proposed features of the RSUs are summarized in the proposed amended remuneration policy.
Proposed decision: The shareholders' meeting decides to approve (a) the amended remuneration policy, (b) the granting to non-executive directors of "restricted share units" or "RSUs" as further described in the amended remuneration policy, whereby the RSUs shall be awarded for the first time as of the date of this shareholders' meeting, and (c) the cancellation as of the date of this shareholders' meeting of the current warrant component of the non-executive directors' remuneration as approved by the annual shareholders' meeting of June 8, 2022.
- Appointment of Robelga SRL (permanently represented by Robert Taub) as director
Proposed decision: The shareholders' meeting decides to appoint Robelga SRL, permanently represented by Robert Taub, as director of the Company until the annual shareholders' meeting to be held in 2025. The mandate of Robelga SRL will be remunerated as provided for the non-executive members of the board of directors in the Company's remuneration policy as adopted by the shareholders' meeting and, as concerns the cash remuneration, as decided by the annual shareholders' meeting of June 8, 2022.
1. Reappointment of Jürgen Hambrecht as independent director
Proposed decision: The shareholders' meeting decides to reappoint Jürgen Hambrecht as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders' meeting to be held in 2025. The mandate of Jürgen Hambrecht will be remunerated as provided for the non-executive members of the board of directors in the Company's remuneration policy as adopted by the shareholders' meeting and, as concerns the cash remuneration, as decided by the annual shareholders' meeting of June 8, 2022.
2. Reappointment of Kevin Rakin as independent director
Proposed decision: The shareholders' meeting decides to reappoint Kevin Rakin as an independent director of the Company within the meaning of Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders' meeting to be held in 2025. The mandate of Kevin Rakin will be remunerated as provided for the non-executive members of the board of directors in the Company's remuneration policy as adopted by the shareholders' meeting and, as concerns the cash remuneration, as decided by the annual shareholders' meeting of June 8, 2022.
3. Reappointment ...