Full Press Release Details
To the shareholders of
NLS Pharmaceutics AG, Zurich, Switzerland
Ordinary Shareholders' Meeting of NLS Pharmaceutics AG, Zurich, Switzerland
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:
restrictions resulting from the global COVID-19 pandemic, the meeting will be held in accordance with art. 27 para. 1 letter b COVID-19-Ordinance
3, i.e., without physical presence of the shareholders. Shareholders will have the possibility to exercise their shareholder rights only
through the independent proxy, KBT Treuhand AG Z rich, Kreuzplatz 5, 8032 Zurich, Switzerland, (represented by Sandro M ller)
which was elected as independent proxy at the ordinary shareholders' meeting held on June 17, 2021, until the next annual ordinary shareholders'
meeting. Although you will not attend the meeting, your vote is important.
Please find enclosed to your individual
invitation a Proxy Card. The agenda items to be voted on and the voting instructions for the proxy are provided below:
The agenda items and proposals of the Board of Directors
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 2021.
The Board of Directors proposes the approval of the compensation
report for the business year 2021.
The Board of Directors proposes that
the shareholders approve that the net loss of CHF 7,442,309 for the business year 2021 is added to the loss brought forward of CHF 7,027,832
resulting in a new balance of loss brought forward of CHF 14,470,141.
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 2021.
The Board of Directors proposes to
re-elect Ronald Hafner as Chairman of the Board of Directors and Alexander Zwyer, Myoung-Ok Kwon, Stig L kke Pedersen and Gian-Marco
Rinaldi Diaz de la Cruz as members of the Board of Directors for another term lasting until the next annual ordinary shareholders' meeting.
The Board of Directors proposes that
Ronald Hafner and Myoung-Ok Kwon shall be elected as members of the Compensation, Nomination and Governance Committee for a term lasting
until the next annual ordinary shareholders' meeting.
The 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.
According to Swiss law, by amending
the articles of association, the general meeting may authorise the Board of Directors to increase the share capital within a period of
no more than two years. Such authorised capital may not exceed one-half of the existing share capital. The Company will conduct a capital
increase prior to the ordinary shareholders' meeting, thus resulting in a new existing share capital of CHF 391'290.24. The calculation
of the authorized share capital of the Company for this invitation is therefore based on this new existing share capital of CHF 391'290.24.
The Board of Directors proposes that
the authorized share capital of the Company shall be renewed until May 31, 2024 and shall equal to the maximum amount of CHF 195'645.12
(article 3a of the articles of association). Therefore, paragraph 1 of article 3a of the articles of association shall be amended as follows:
| Der Verwaltungsrat ist erm chtigt, jederzeit bis | The board of directors is authorized at any | |
| zum 31. Mai 2024 das Aktienkapital im | time until May 31, 2024 to increase the share | |
| Maximalbetrag von CHF 195'645.12 durchf | capital by a maximum aggregate amount of | |
| Ausgabe von h chstens 9'782'256 vollst ndig | CHF 195'645.12 through the issuance of not | |
| zu liberierenden Namenaktien mit einem | more than 9'782'256 registered shares, which | |
| Nennwert von je CHF 0.02 zu erh hen. | shall be fully paid-in, with a nominal value of | |
| Erh hungen in Teilbetr gen sind gestattet. | CHF 0.02 each. Increases in partial amounts are permitted. |
It being understood that article 3a paragraph 2 and 3
of the articles of association shall remain unchanged.
to Swiss law, the general meeting may resolve to make a conditional capital increase. The nominal amount by which the share capital
may be increased in this conditional manner must not exceed one-half of the existing share capital. The Company will conduct a
capital increase prior to the ordinary shareholders' meeting, thus resulting in a new existing share capital of CHF
391'290.24. The calculation of the conditional share capital of the Company for this invitation is therefore based on this new
existing share capital of CHF 391'290.24.
The Board of Directors proposes that
the conditional share capital for Shareholders' Options of the Company shall equal to the maximum amount of CHF 153'463.12 (article
3c of the articles of association). Therefore, paragraph 1 of article 3c of the articles of association shall be amended as follows:
| Art. 3c - Bedingtes Aktienkapital f r Art. | 3c - Conditional Share Capital for | |
| Aktion rsoptionen | Shareholders' Options | |
| Das Aktienkapital wird im Maximalbetrag von | The Company's share capital shall be | |
| CHF 153'463.12 durch Ausgabe von h chstens | increased by a maximum amount of | |
| 7'673'156 vollst ndig zu liberierenden | CHF 153'463.12 through the issuance of | |
| Namenaktien mit einem Nennwert von je CHF | not more than 7'673'156 registered shares, | |
| 0.02 erh ht durch Aus bung von Optionsrechten, | with a nominal value of CHF 0.02 each by | |
| welche in Verbindung mit dem ffentlichen | the exercise of option rights which are | |
| Angebot der Gesellschaft und Kotierung der | granted to new shareholder in connection | |
| Aktien neuen Aktion re einger umt werden. | with the public offer of the Company and | |
| the listing of the shares. |
It being understood that article 3c paragraph 2 of the articles
of association shall remain unchanged.
The Board of Directors proposes the
approval of the maximum aggregate amount of CHF 130'000 (cash base compensation plus social security costs) for the fixed compensation
of the members of the Board of Directors for the previous term of office from the previous ordinary shareholders' meeting held on June
17, 2021 until this ordinary shareholders' meeting.
The Board of Directors proposes the approval
of the maximum aggregate amount of CHF 143'000 (cash base compensation plus social security costs) 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
plus social security costs) 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 1'762'500 (cash compensation plus social security costs) for the fixed compensation of the
members of the Executive Management for the financial year 2023.
The Board of Directors proposes the approval
of the maximum aggregate amount of CHF 601'700 (cash compensation plus social security costs) for the variable compensation of the members
of the Executive Management for the financial year 2023.
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
plus social security costs) for the members of the Executive Management for the financial year 2023.
Administrative Information
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 April 30, 2022, 10 pm CET (reporting date) are entitled
to exercise their shareholder rights with respect to the ordinary shareholders' meeting. During the period from April 30, 2022 until and
including May 31 2022, no entries of shares will be made in the shareholder register.
In light of the current epidemic situation
in Switzerland and the corresponding legal basis, there will be no physical attendance of shareholders at the ordinary shareholders' meeting.
Based on art. 27 para. 1 letter b COVID-19-Ordinance 3 the shareholders will have the possibility to exercise their shareholders' rights
through the independent proxy only.
Shareholders may only be represented
by the independent proxy, KBT Treuhand AG Z rich, Kreuzplatz 5, 8032 Zurich, Switzerland (represented by Sandro M ller). The
independent proxy will be physically present at the ordinary shareholders' meeting to vote on behalf of the shareholders who issued instructions
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 May 30, 2022 (received by 12:00
As of May 10, 2022, the statutory
financial statements and the compensation report including the report of statutory auditors, for the financial year 2021 can be accessed