{"id":83609,"date":"2023-05-12T06:08:48","date_gmt":"2023-05-12T06:08:48","guid":{"rendered":"http:\/\/jordannewsgazette.com\/?guid=ab9cadcddc24fb94b38f37863bbbbe9e"},"modified":"2023-05-12T06:08:48","modified_gmt":"2023-05-12T06:08:48","slug":"invitation-to-attend-the-annual-shareholders-meeting-of-the-company-to-be-held-on-june-14-2023","status":"publish","type":"post","link":"https:\/\/jordannewsgazette.com\/invitation-to-attend-the-annual-shareholders-meeting-of-the-company-to-be-held-on-june-14-2023\/","title":{"rendered":"Invitation to Attend the Annual Shareholders\u2019 Meeting of the Company to be Held on June 14, 2023"},"content":{"rendered":"
\n

REGULATED INFORMATION<\/strong>
\nMay 12, 2023, 7:00am CET \/ 1:00am ET<\/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<\/strong> to Attend the Annual Shareholders<\/strong>\u2019<\/strong>\u00a0Meeting of the Company <\/strong>
\nto be Held <\/strong>on <\/strong>June <\/strong>14<\/strong>, <\/strong>2023<\/strong><\/p>\n

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, <\/strong>June<\/strong> 14<\/strong>, <\/strong>2023 <\/strong>at <\/strong>2:00<\/strong>\u00a0<\/strong>p.m. <\/strong>CET <\/strong>at the Company’s seat, or at such other place as will be indicated prior to such time.<\/p>\n

The Company will also set up a video conference to allow holders of securities of the Company who have duly registered for the annual shareholders\u2019 meeting to follow the meeting remotely and ask questions, as the case may be in writing, during the meeting. The modalities to attend the meeting via video conference will be communicated to the relevant securities holders in due time. The video conference will not qualify as an electronic communication tool to attend and vote at the shareholders’ meeting 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’ meeting. Holders of securities wishing to attend the meeting via video conference and also validly vote on the items on the agenda, are invited to exercise their voting rights prior to the shareholders\u2019 meeting 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.<\/p>\n

In order to facilitate the keeping of the attendance list on the day of the annual shareholders’ meeting, the holders of securities issued by the Company and their representatives are invited to register as from 1:30 p.m. CET.<\/p>\n

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

    \n
  1. Acknowledgement and discussion of:<\/li>\n<\/ol>\n
      \n
    1. the statutory annual accounts for the financial year ended on December 31, 2022;<\/li>\n
    2. the consolidated financial statements for the financial year ended on December\u00a031, 2022;<\/li>\n
    3. the annual report of the board of directors on the statutory annual accounts for the financial year ended on December 31, 2022;<\/li>\n
    4. the annual report of the board of directors on the consolidated financial statements for the financial year ended on December 31, 2022;<\/li>\n
    5. the statutory auditor’s report on the statutory annual accounts for the financial year ended on December 31, 2022; and<\/li>\n
    6. the statutory auditor’s report on the consolidated financial statements for the financial year ended on December 31, 2022.<\/li>\n<\/ol>\n

      1.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Approval of the statutory annual accounts for the financial year ended on December 31, 2022 and the proposed allocation of the result<\/p>\n

      Proposed decision<\/u>: The shareholders\u2019 meeting decides to approve the annual accounts for the financial year ended on December <\/em>31, <\/em>2022<\/em> and the allocation of the result as proposed by the board of directors.<\/em><\/p>\n

      2.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Discharge of directors<\/p>\n

      Proposed decision<\/u>: The shareholders\u2019 meeting decides to grant discharge to each of the directors who was in office during the financial year ended on December <\/em>31, <\/em>2022<\/em> (including Mr. <\/em>Donald Deyo<\/em>, <\/em>Mr. Jan Janssen<\/em> and Mr. Ray<\/em>mond<\/em> Cohen <\/em>who resigned as director<\/em>s<\/em> in <\/em>2022<\/em>) for the performance of their mandate during that financial year.<\/em><\/p>\n

      3.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Discharge of the statutory auditor<\/p>\n

      Proposed decision<\/u>: The shareholders\u2019 meeting decides to grant discharge to the statutory auditor who was in office during the financial year ended on December <\/em>31, <\/em>2022<\/em> for the performance of his mandate during that financial year.<\/em><\/p>\n

      4.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Acknowledgement and approval of the remuneration report<\/p>\n

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

      5.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Acknowledgement and approval of the amended remuneration policy<\/p>\n

      Upon the recommendation of the remuneration committee, the board of directors proposes to amend the remuneration policy of the Company to include in the remuneration policy the justification for deviating from provision 7.12 of the 2020 Belgian Code on Corporate Governance (the \u201c2020 Code<\/strong>\u201d) which requires the board to include, in the contracts with the CEO and other members of executive management, provisions that would enable the Company to recover variable remuneration paid, or withhold the payment of variable remuneration, and specify the circumstances in which it would be appropriate to do so, insofar as enforceable by law.<\/p>\n

      The board of directors believes that this provision of the 2020 Code is not appropriate and adapted to take into account the realities of companies in the life sciences industry that are still in a development phase nor considers that it is necessary to apply claw-back provisions as (i)\u00a0the pay-out of the short-term variable remuneration, based on the achievement of one or more individual objectives and one or more Company objectives as set by the board of directors, is paid only upon achievement of those objectives, and (ii) the Company does not apply any other performance-based remuneration or variable compensation.<\/p>\n

      Furthermore, the ESOP warrant plans set up by the Company contain bad leaver provisions that can result in the unexercised share options, whether vested or not, automatically and immediately becoming null and void if the agreement or other relationship between the holder and the (relevant subsidiary of the) Company is terminated for \u201ccause\u201d. Notwithstanding the Company\u2019s position that warrants are not to be qualified as variable remuneration (when not depending on performance criteria), the board of directors is of the opinion that such bad leaver provisions sufficiently protect the Company\u2019s interests and that it is therefore currently not necessary to provide for additional contractual provisions that give the Company a contractual right to reclaim any (variable) remuneration from the members of the executive management.<\/p>\n

      For those reasons, there are no contractual provisions in place between the Company and the members of the executive management that give the Company a contractual right to reclaim from said executives any variable remuneration that would be awarded.<\/p>\n

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

      6.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0Appointment of director<\/p>\n

      On January 8, 2023, the board of directors decided to appoint Wildman Ventures LLC (permanently represented by Mr. Daniel Wildman) on a provisional basis (\u201ccooptation<\/em>\u201d) as a director in order to replace Mr. Raymond Cohen in accordance with Article 7:88 of the CCA and article 13 of the Company’s articles of association. Based on the information made available by Mr. Daniel Wildman, it was determined that both Wildman Ventures LLC and Mr.\u00a0Daniel Wildman satisfy the applicable requirements for Wildman Ventures LLC (permanently represented by Mr.\u00a0Daniel Wildman) to be appointed as an independent director in accordance with Article\u00a07:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code. Mr.\u00a0Daniel Wildman also explicitly declared that neither he nor Wildman Ventures LLC has any connections with the Company or an important shareholder, which would interfere with their independence. The board of directors recommends that the appointment of Wildman Ventures LLC (permanently represented by Mr. Daniel Wildman) as independent director be confirmed and that Wildman Ventures LLC (permanently represented by Mr. Daniel Wildman) completes Mr. Raymond Cohen\u2019s term of office ending at the annual shareholders’ meeting to be held in 2024.<\/p>\n

      Proposed decision<\/u>: The shareholders’ meeting decides to confirm the appointment of <\/em>Wildman Ventures<\/em>\u00a0<\/em>LLC<\/em>, <\/em>with address at 12520 Sunnydale Drive, Wellington, FL 33414, <\/em>USA<\/em>, and <\/em>permanently represented by Mr. <\/em>Daniel<\/em> Wildman<\/em>, <\/em>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, completing <\/em>Mr. Ray<\/em>mond<\/em> Cohen\u2019s <\/em>term of office ending at the annual shareholders’ meeting to be held in 2024. The mandate of <\/em>Wildman Ventures LLC (permanently represented by Mr. <\/em>Daniel<\/em> Wildman)<\/em> is remunerated as provided for the non-executive (independent) members of the board of directors in the Company\u2019s remuneration policy as adopted by the shareholders<\/em>\u2019<\/em> meeting and as <\/em>decided by the <\/em>annual shareholders\u2019 meeting of <\/em>June\u00a08, 2022<\/em>.<\/em><\/p>\n

      ADMISSION FORMALITIES AND PARTICIPATION IN THE <\/strong>SHAREHOLDERS\u2019<\/strong> MEETING<\/strong><\/p>\n

      In order to attend the shareholders\u2019 meeting on June 14, 2023, the holders of shares and subscription rights are requested to comply with articles 26 and 27 of the Company\u2019s articles of association and the following formalities.<\/p>\n

      The holders of subscription rights issued by the Company can, in accordance with Article 7:135 of the Belgian Code of Companies and Associations, only attend the shareholders\u2019 meeting with a consultative vote.<\/p>\n

      In order to be able to participate in the annual shareholders’ meeting, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of such securities on the registration date and (b) notify the Company, as described below.<\/p>\n

      R<\/em><\/strong>egistration<\/em><\/strong> date<\/em><\/strong><\/p>\n

      The registration date is May 31, 2023 at midnight (Belgian time). Only persons registered as securities holders on that date and time will be entitled to attend and (if they are shareholders) vote at the meeting. The number of securities held by the securities holder on the day of the meeting will not be taken into account.<\/p>\n