To the shareholders of NLS Pharmaceutics Ltd., Zurich, Switzerland Zurich

To the shareholders of

NLS Pharmaceutics Ltd., Zurich, Switzerland

Zurich, June 5, 2024

Shareholders' Meeting of NLS Pharmaceutics Ltd., Zurich,

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 ordinary 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

The Board of Directors proposes

to elect KBT Treuhand AG Z rich, Kreuzplatz 5, 8032 Zurich, Switzerland (represented by David Maillard), 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 2023.

The Board of Directors proposes,

based on an advisory vote, the approval of the compensation report for the business year 2023.

The Board of Directors proposes

that the shareholders approve that the net loss of CHF 12,850,303 for the business year 2023 is added to the loss brought forward of CHF

23,304,753 resulting in a new balance of loss brought forward of CHF 36,155,056.

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 2023.

The Board of Directors proposes

to re-elect Ronald Hafner as Chairman of the Board of Directors and to re-elect Alexander Zwyer, Gian-Marco Rinaldi Diaz de la Cruz, Audrey

Greenberg, Claudio Bassetti and Florence Allouche as members of the Board of Directors for a term lasting until the next annual ordinary

shareholders' meeting.

The Board of Directors proposes

that Ronald Hafner and Gian-Marco Rinaldi Diaz de la Cruz shall be re-elected as members of the Compensation, Nomination and Governance

Committee for a term lasting until the next annual ordinary shareholders' meeting.

Based on the condition that an

audit company under state oversight in terms of the Auditor Oversight Act of December 16, 2005 ("staatlich

beaufsichtigtes Revisionsunternehmen") confirms its mandate by the time this agenda item is discussed at the Ordinary

Shareholders' Meeting, the Board of Directors proposes that the respective audit company under state oversight be elected as the

new auditor of the Company in accordance with Art. 727b of the Swiss Code of Obligations for

the a term of office lasting until the next ordinary shareholders' meeting.

The Board of Directors proposes

the approval of the maximum aggregate amount of CHF 200,000 (cash base compensation including all applicable social security contributions)

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 30, 2023, until this ordinary shareholders' meeting.

The Board of Directors proposes

the approval of the maximum aggregate amount of CHF 220,000 (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'

The Board of Directors proposes

the approval of the grant of equity or equity linked instruments with maximum aggregate amount of CHF 444,000 (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 2,026,000 (cash compensation including all applicable social security contributions)

for the fixed compensation of the members of the Executive Management for the financial year 2025.

The Board of Directors proposes

the approval of the maximum aggregate amount of CHF 691,000 (cash compensation including all applicable social security contributions)

for the variable compensation of the members of the Executive Management for the financial year 2025.

The Board of Directors proposes

the approval of the grant of equity or equity linked instruments with maximum aggregate amount of CHF 991,000 (equity or equity linked

instruments including all applicable social security contributions) for the members of the Executive Management for the financial year

instructions and appendices follow]

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 5, 2024, 11:59 pm CEST (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 6,

2024, until and including June 27, 2024, 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.

are kindly requested to return to NLS Pharmaceutics Ltd., Elena Thyen (CFO) per postal mail (The Circle 6, 8058 Zurich, Switzerland)

or e-mail (etp@nls-pharma.com) the attached registration form (Appendix 1) duly completed and signed latest until June 22, 2024

(received by 11:59pm CEST).

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 David Maillard) or a third party (who need not to be a shareholder).

The respective draft power of attorney (proxy card) ("Proxy Card")

is attached as Appendix 2.

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 26,

2024 (received by 11:59pm EDT).

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.

of June 6, 2024, the statutory financial statements and the compensation report including the report of statutory auditors, for the financial

year 2023 can be accessed on our website at: https://nlspharma.com/investors/financial-information/.

All documents have likewise been laid out for inspection

at the headquarters of the Company.

ANNUAL ORDINARY SHAREHOLDERS'

NLS PHARMACEUTICS AG (CHE-447.067.367)

BE RETURNED TO NLS PHARMACEUTICS AG, DULY COMPLETED AND SIGNED AS PROVIDED IN THE INVITATION DATED June 5, 2024, LATEST

BY June 22, 2024 (RECEIVED BY 11:59PM CET).