{"id":64778,"date":"2022-05-06T05:30:34","date_gmt":"2022-05-06T05:30:34","guid":{"rendered":"https:\/\/pr.asianetpakistan.com\/?p=91246"},"modified":"2022-05-06T05:30:34","modified_gmt":"2022-05-06T05:30:34","slug":"invitation-to-attend-the-annual-and-the-extraordinary-shareholders-meetings-of-the-company-to-be-held-on-june-8-2022","status":"publish","type":"post","link":"https:\/\/jordannewsgazette.com\/invitation-to-attend-the-annual-and-the-extraordinary-shareholders-meetings-of-the-company-to-be-held-on-june-8-2022\/","title":{"rendered":"Invitation to attend the annual and the extraordinary shareholders\u2019 meetings of the Company to be held on June 8, 2022"},"content":{"rendered":"
\n

REGULATED INFORMATION<\/strong>
\nMay 6, 2022, 7:00am CET \/ 1:00am ET<\/strong><\/p>\n

NYXOAH SA<\/strong>
\n(Euronext Brussels: NYXH)
\nRue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
\n(hereinafter the \u201cCompany<\/strong>\u201d)<\/p>\n

Invitation to attend the annual and the extraordinary shareholders\u2019 meetings of the Company to be held on\u00a0<\/strong>June 8, 2022<\/strong><\/p>\n

The board of directors of the Company is pleased to invite its securities holders to attend the\u00a0annual shareholders’\u00a0meeting of the Company, to be held on\u00a0Wednesday, June 8, 2022 at 2:00 p.m. CET\u00a0<\/strong>at the Company’s seat, or at such other place as will be indicated prior to such time.\u00a0<\/em><\/strong>The annual shareholders\u2019 meeting will be followed immediately by an extraordinary shareholders\u2019 meeting.<\/p>\n

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.<\/p>\n

Communication on COVID-19<\/u><\/strong><\/p>\n

In light of the COVID-19 pandemic, it is currently envisaged that certain measures imposed by the Belgian government to deal with this pandemic may still be in effect on the date of the Company’s annual and extraordinary shareholders’ meetings. These measures are in the interest of the health of individual securities holders, as well as of the employees of the Company and others who are responsible for organizing the shareholders’ meetings. It can also not be excluded that the Belgian government will again impose additional measures.<\/p>\n

In view of the health crisis and the related measures imposed by the government to limit the spread of the COVID-19 coronavirus, securities holders are encouraged to exercise their voting rights prior to the shareholders\u2019 meetings by following the rules set out in this convening notice, either (i) by voting remotely by mail, or (ii) by giving a proxy to a representative of the Company. Moreover, securities holders are encouraged to exercise their right to ask questions in writing in advance in respect of the items on the agendas of the shareholders’ meetings. The modalities of the aforementioned ways to participate in the annual and the extraordinary shareholders\u2019 meetings are set out in this convening notice and in the relevant forms to vote by mail or by proxy.<\/p>\n

The Company will grant access to the meetings to securities holders, proxy holders and other persons only to the extent permitted in light of the measures taken or to be taken by the authorities as applicable on the date of the meetings, and always taking into account the recommendations of the authorities, and health and safety considerations. The Company will also set up a video conference to allow those holders of securities of the Company who have duly registered for the annual and the extraordinary shareholders\u2019 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 videoconference 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.<\/p>\n

The Company reserves the right to change these modalities of participation by indicating so on the Company’s website (https:\/\/investors.nyxoah.com\/shareholder-information\u00a0<\/a>>\u00a0Shareholders’ Meetings) if the health situation and applicable rules change prior to the date of the annual and the extraordinary shareholders’ meetings.<\/p>\n

AGENDA OF THE ANNUAL SHAREHOLDERS\u2019 MEETING<\/b>\u00a0<\/b><\/p>\n

    \n
  1. \u00a0Acknowledgement and discussion of:<\/li>\n<\/ol>\n
      \n
    1. \n
        \n
      1. \n
          \n
        1. \n
            \n
          1. \u00a0the statutory annual accounts for the financial year ended on December 31, 2021;<\/li>\n
          2. \u00a0the consolidated financial statements for the financial year ended on December 31, 2021;<\/li>\n
          3. \u00a0the annual report of the board of directors on the statutory annual accounts for the financial year ended on December 31, 2021;<\/li>\n
          4. \u00a0the annual report of the board of directors on the consolidated financial statements for the financial year ended on December 31, 2021;<\/li>\n
          5. \u00a0the statutory auditor’s report on the statutory annual accounts for the financial year ended on December 31, 2021; and<\/li>\n
          6. \u00a0the statutory auditor’s report on the consolidated financial statements for the financial year ended on December 31, 2021.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
              \n
            1. \u00a0Approval of the statutory annual accounts for the financial year ended on December 31, 2021 and the proposed allocation of the result<\/li>\n<\/ol>\n

              Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to approve the annual accounts for the financial year ended on December 31, 2021 and the allocation of the result as proposed by the board of directors.<\/em><\/p>\n

                \n
              1. \u00a0Discharge of directors<\/li>\n<\/ol>\n

                Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to grant discharge to each of the directors who was in office during the financial year ended on December 31, 2021 (including Mr. Janke Dittmer who resigned as director in 2021) for the performance of their mandate during that financial year.<\/em><\/p>\n

                  \n
                1. \u00a0Discharge of the statutory auditor<\/li>\n<\/ol>\n

                  Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to grant discharge to the statutory auditor who was in office during the financial year ended on December 31, 2021 for the performance of his mandate during that financial year.<\/em><\/p>\n

                    \n
                  1. \u00a0Acknowledgement and approval of the remuneration report<\/li>\n<\/ol>\n

                    Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to approve the remuneration report.<\/em><\/p>\n

                      \n
                    1. \u00a0Acknowledgement and approval of the amended remuneration policy<\/li>\n<\/ol>\n

                      Upon the recommendation of the remuneration committee, and with a view to (i)\u00a0introducing share-based compensation for the non-executive directors, and (ii)\u00a0making certain changes to the warrants-based component of the non-executive directors’ remuneration, the board of directors proposes to amend the remuneration policy of the Company.<\/p>\n

                      The board of directors is of the opinion that remunerating non-executive directors in part in shares by offering them the opportunity to subscribe to new shares at a discounted subscription price (since the Company does not hold any existing own shares that it could offer to the non-executive directors), rather than all in cash, strengthens the alignment of the non-executive directors\u2019 interests with the interests of the Company\u2019s shareholders. This is in the interest of the Company and its stakeholders and is in line with principle 7.6 of the\u00a02020 Belgian Corporate Governance Code.<\/p>\n

                      Therefore, the board of directors proposes to amend the remuneration policy of the Company to (i) reflect the inclusion of a share-based compensation of the non-executive directors and (ii)\u00a0determine that the shares subscribed by the non-executive directors in this framework will need to be held by the relevant non-executive director until at least one year after the relevant non-executive director leaves the board and at least three years after the moment of subscription of the relevant shares.<\/p>\n

                      The board of directors also proposes to amend the remuneration policy in view of the proposed warrants component of the non-executive directors’ remuneration package, as described in agenda item 8, with a vesting schedule which deviates from the default vesting schedule described in the current remuneration policy.<\/p>\n

                      Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to approve the amended remuneration policy.<\/em><\/p>\n

                        \n
                      1. \u00a0Approval of directors’ and committee members’ cash remuneration<\/li>\n<\/ol>\n

                        Taking into account the recommendations of the remuneration committee, the board of directors proposes to the shareholders’ meeting to modify the cash remuneration of the board and committee members as set out in the below proposed decision.<\/p>\n

                        Proposed decision<\/u>:\u00a0The shareholders\u2019 meeting decides to determine the annual cash remuneration of the members of the board of directors and of the board committees as follows:\u00a0<\/em><\/p>\n