Full Press Release Details
To the shareholders of
NLS Pharmaceutics Ltd., Zurich, Switzerland
Zurich, January 20, 2023
Invitation to the Extraordinary Shareholders' Meeting of NLS Pharmaceutics
Ltd., Zurich, Switzerland
The board of directors of NLS Pharmaceutics Ltd.
(the "Board of Directors"), with registered office at The Circle 6, 8058 Zurich, Switzerland (the "Company")
is pleased to invite you to the extraordinary shareholders' meeting of the Company. The shareholders' meeting will be held as follows:
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:
Especially due to the new Swiss corporate law,
effective January 1, 2023 ("New Swiss Corporate Law"), the Board of Directors proposes to amend the articles of association
of the Company ("Articles") accordingly. The new amended Articles (as a clean and mark-up version) are attached to this
invitation in Appendix 1.
Explanation: According to
the New Swiss Corporate Law, by amending the articles of association, the shareholders' meeting may authorize the Board of Directors to
increase the share capital within a period of not more than five years. Such capital band (Kapitalband) may not exceed one-half
of the existing share capital. The Company intends to conduct an authorized capital increase prior to the extraordinary shareholders'
meeting, thus resulting in a new share capital of CHF 713'435.60 ("New Share Capital"). It being understood that
the calculation of the capital band for this invitation is therefore based on the New Share Capital. In case, for whatever reason, the
actual share capital of the Company on the date of this extraordinary shareholders' meeting deviates from the New Share Capital, the Board
of Directors may proceed with this extraordinary shareholders' meeting and the agenda items set forth herein based on the actual registered
share capital of the Company and the Board of Directors may propose the implementation of a capital band based thereon.
Proposal: The Board of Directors
proposes to implement the capital band in article 3a of the Articles as provided in Appendix 1.
Explanation: According to
Swiss corporate law, by amending the articles of association, the shareholders' meeting may resolve to increase the existing conditional
capital. 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. As mentioned in Section 1 above, the Company intends to conduct an authorized capital increase prior to the extraordinary
shareholders' meeting, thus resulting in the New Share Capital. It being understood that the calculation of the conditional share capital
of the Company for this invitation is therefore based on the New Share Capital. In case, for whatever reason, the actual share capital
of the Company on the date of the extraordinary shareholders' meeting deviates from the New Share Capital, the Board of Directors may
proceed with this extraordinary shareholders' meeting and the agenda items set forth herein based on the actual registered share capital
of the Company and the Board of Directors may propose the implementation of such conditional capital based thereon.
Further, the New Swiss Corporate Law provides
that the articles of association must contain the formal requirement for the exercise and waiver of the conversion rights or options provided
based on the conditional capital.
Proposal: The Board of Directors
proposes that the conditional share capital for Shareholders' Options of the Company shall equal to the maximum amount of CHF 314'535.80
(article 3c of the Articles) and adopted based on the New Corporate Law. Therefore, paragraph 1 and 4 of article 3c of the Articles
shall be amended as provided in Appendix 1.
Explanation: In order for
the Articles to be aligned with the New Swiss Corporate Law and to grant the Company the permissible flexibility from a corporate governance
perspective, the Board of Directors proposes to amend the Articles in such a way as provided herein. The individual changes to the Articles
based on the aforementioned are provided in the following Section 3.1 - Section 3.12 and in Appendix 1.
Explanation: The New Swiss
Corporate Law provides for an altered catalogue of items that require a qualified quorum of the shareholders' meeting.
Proposal: The Board of Directors
proposes to amend article 13 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law provides that the articles of association must contain the formal requirement for the exercise and waiver of the conversion
rights or options provided based on the conditional capital.
Proposal: The Board of Directors
proposes to implement a new paragraph 4 in article 3b of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law allows for a consolidation of shares with a qualified quorum as provided in article 13 paragraph 3 of the Articles in case
the Company's shares are listed on a stock exchange. Thus, the confirmation from each individual shareholder is no longer required in
Proposal: The Board of Directors
proposes to amend article 5 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law provides for a more extensive list of inalienable powers of the shareholders' meeting.
Proposal: The Board of Directors
proposes to amend article 8 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law allows for a greater flexibility with regard to the shareholders' meeting and provides further changes in connection with
the convocation of the shareholders' meeting. The Board of Directors intends to fully implement such greater flexibility in the Articles.
Proposal: The Board of Directors
proposes to amend article 9 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law allows for a greater flexibility with regard to the shareholders' meeting. The Board of Directors intends to fully implement
such greater flexibility in the Articles.
Proposal: The Board of Directors
proposes to amend article 10 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law provides that each shareholder may request that the minutes of the shareholders' meeting are made available to him/her/it.
Proposal: The Board of Directors
proposes to amend article 11 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law provides for a more flexible way for the board of directors to pass resolutions. The Board of Directors intends to fully
implement such greater flexibility in the Articles.
Proposal: The Board of Directors
proposes to amend article 15 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law provides for an altered catalogue of the inalienable duties of the board of directors.
Proposal: The Board of Directors
proposes to amend article 17 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law provides for new provisions in connection with the compensation of an advisory board (Beirat) (if any). Further,
the New Swiss Corporate Law provides for a provision, according to which the compensation report must be submitted at the annual general
meeting for a consultative vote in case the shareholders' meeting votes on variable compensation prospectively.
Proposal: The Board of Directors
proposes to amend article 23 of the Articles as provided in Appendix 1.
Explanation: The New Swiss
Corporate Law provides for new provisions for the duration of agreements regarding the compensation of the members of the board of directors
and for the compensation in connection with non-compete agreements.
Proposal: The Board of Directors
proposes to amend article 25 of the Articles as provided in Appendix 1.
Explanation: The New Swiss