Full Press Release Details
To the shareholders of
NLS Pharmaceutics AG, Zurich, Switzerland
Ordinary Shareholders' Meeting of NLS Pharmaceutics AG, Zurich,
The board of directors of NLS Pharmaceutics AG
(the "Board of Directors"), with registered office at the Circle 6, 8058 Zurich, Switzerland (the "Company")
is pleased to invite you to the ordinary shareholders' meeting of the Company. The shareholders' meeting will be held as follows:
| - | Place : | At the premises of Wenger Vieli AG, Metallstrasse 9, 6302 Zug, | |
| Switzerland. |
The agenda items to be voted on, the voting instructions
and the appendices mentioned herein are provided below:
The agenda items and proposals of the Board
of Directors are as follows:
The Board of Directors proposes to
elect KBT Treuhand AG Z rich, Kreuzplatz 5, 8032 Zurich, Switzerland (represented by Sandro M ller), as independent proxy until
the next annual ordinary shareholders' meeting.
The Board of Directors proposes the
approval of the statutory financial statements of the Company for the business year 2022.
The Board of Directors proposes, based
on an advisory vote, the approval of the compensation report for the business year 2022.
The Board of Directors proposes that
the shareholders approve that the net loss of CHF 8,834,612 for the business year 2022 is added to the loss brought forward of CHF 14,470,141
resulting in a new balance of loss brought forward of CHF 23,304,753.
The Board of Directors proposes that
the shareholders grant discharge to each member of the Board of Directors and of the Executive Management from liabilities for their activities
for the business year 2022.
The Board of Directors proposes to
re-elect Ronald Hafner as Chairman of the Board of Directors and to re-elect Alexander Zwyer and Gian-Marco Rinaldi Diaz de la Cruz as
members of the Board and to newly elect Audrey Greenberg and Anthony Walsh as members of the Board of Directors for a term lasting until
the next annual ordinary shareholders' meeting.
Board of Directors proposes that Ronald Hafner shall be re-elected and that Gian-Marco Rinaldi Diaz de la Cruz shall
be newly elected as members of the Compensation, Nomination and Governance Committee for a term lasting until the next annual ordinary
shareholders' meeting.
Board of Directors proposes to re-elect PricewaterhouseCoopers AG, Zurich, as auditor of the Company for
another term lasting until the next annual ordinary shareholders' meeting.
The Board of Directors
proposes the approval of the maximum aggregate amount of CHF 185,000 (cash base compensation including all applicable social security
contributions) for the fixed compensation of the members of the Board of Directors for the following term of office lasting until the
next ordinary shareholders' meeting.
The Board of Directors
proposes the approval of the grant of equity or equity linked instruments with maximum aggregate amount of CHF 444,106 (equity or
equity linked instruments including all applicable social security contributions) for the compensation of the members of the Board of
Directors for the following term of office lasting until the next ordinary shareholders' meeting.
The Board of Directors
proposes the approval of the maximum aggregate amount of CHF 2,026,875 (cash compensation including all applicable social security
contributions) for the fixed compensation of the members of the Executive Management for the financial year 2024.
The Board of Directors
proposes the approval of the maximum aggregate amount of CHF 691,955 (cash compensation including all applicable social security
contributions) for the variable compensation of the members of the Executive Management for the financial year 2024.
The Board of Directors
proposes the approval of the grant of equity or equity linked instruments with maximum aggregate amount of CHF 991'838 (equity
or equity linked instruments including all applicable social security contributions) for the members of the Executive Management for the
financial year 2024.
[voting instructions and appendices
Voting Instructions:
Please note the following instructions with respect
to the participation in the ordinary shareholders' meeting:
Shareholders who are entered in the
shareholder register maintained by our transfer Agent, VStock Transfer, LLC as of June 1, 2023, 11:59 pm CET (recording date), are entitled
to participate personally or be represented as provided for herein in order to exercise their shareholder rights with respect to this
ordinary shareholders' meeting.
During the period from June 2, 2023
until and including June 30, 2023, no entries of shares will be made in the shareholder register. Shareholders who sell part or all of
their shares before this ordinary shareholders' meeting are no longer entitled to vote to that extent. They are asked to return or to
exchange their voting material.
Shareholders are kindly requested
to return to NLS Pharmaceutics Ltd., attn. Keith Dewedoff (CFO) per postal mail (The Circle 6, 8058 Zurich, Switzerland) or e-mail (kd@nls-pharma.com)
the attached registration form (Appendix 1) duly completed and signed latest until June 25, 2023 (received by 11:59pm CET).
In the event that you do not intend
to participate personally in this ordinary shareholders' meeting, you may be represented by the independent proxy, KBT Treuhand AG Z rich,
Kreuzplatz 5, 8032 Zurich, Switzerland (represented by Sandro M ller) or a third party (who need not to be a shareholder). The draft
power of attorney (proxy card) ("Proxy Card") is attached as Appendix 2.
The independent proxy will be physically
present at this ordinary shareholders' meeting to vote on behalf of the shareholders who issued instructions to him. If the independent
proxy cannot be present, the Board of Directors will appoint a new independent proxy. The powers of attorney granted to the independent
proxy will also be valid for any new independent proxy appointed by the Board of Directors. In order to authorize the independent proxy,
the shareholders may vote by returning the marked, signed and dated Proxy Card by e-mail or mail in line with the instructions given therein,
or by voting on the internet (go to http://www.vstocktransfer.com/proxy, click on Proxy Voter Login and log-on using the control number
provided in the Proxy Card). Voting instructions must be given no later than June 29, 2023 (received by 11:59pm EST).
If you opt to be represented by a
third party (who need not be a shareholder), the completed and wet ink signed Proxy Card should be sent directly to the address of your
designated representative. Such designated representative may only cast your vote by providing the original wet ink signed Proxy Card
at the ordinary shareholders' meeting which explicitly names the third party as your designated representative.
With the representation by the independent proxy
or a third party, a shareholder has no additional right of physical attendance at the ordinary shareholders' meeting.
As of June 9, 2023, the statutory financial statements
and the compensation report including the report of statutory auditors, for the financial year 2022 can be accessed on our website
All documents have likewise been laid
out for inspection at the headquarters of the Company.
On behalf of the Board of Directors of NLS Pharmaceutics
Ronald Hafner, Chairman
Appendix 1: Registration Form; and
Appendix 2: Proxy Card.
| VOTE ON INTERNET | |
| Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Polls will close at 11:59pm EST on June 29, 2023. | |
| CONTROL # | |
| * SPECIMEN * | |
| 1 MAIN STREET | |
| ANYWHERE PA 99999-9999 | VOTE BY EMAIL |
| Mark, sign and date your proxy card and email it to vote@vstocktransfer.com | |
| VOTE BY MAIL | |
| Mark, sign and date your proxy card and return it in the envelope we have provided. |
Vote, Sign, Date and Return Promptly in the Enclosed Envelope. ALL VOTES MUST BE RECEIVED BY June 29, 2023.
General Meeting Proxy Card - NLS Pharmaceutics Ltd.
Board of Directors recommends a vote of "FOR" for Proposals 1-9.5.
address on your account, please check the box at right and indicate your new address.
Meeting of Shareholders
undersigned, a shareholder of NLS Pharmaceutics Ltd., (the "Company"), hereby appoints KBT Treuhand AG Zurich represented
by Sandro Mueller and proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to vote and