Full Press Release Details
To the shareholders of
NLS Pharmaceutics Ltd., Zurich, Switzerland
Zurich, June 25, 2024
Invitation to the Ordinary
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 ordinary shareholders' meeting of the Company. The shareholders' meeting will be held as follows:
| - | Date : | June 27, 2024 | |
| - | Doors open : | 3.45pm (CET) | |
| - | Meeting time : | 4.00pm (CET) | |
| - | Place : | At the premises of the Company, The Circle 6, 8058 Zurich, 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
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.
The Board of Directors proposes to
elect Avanta Audit AG, Baar, as new auditor of the Company in accordance with Art. 727b of the Swiss Code of Obligations for a term of
office lasting until the next annual ordinary shareholder's 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 2025.
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.
Shareholders 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.
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 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.
As 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:
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 Ltd.
| /s/ Ronald Hafner | |
| Ronald Hafner | |
| Chairman of the Board |
Appendix 1: Registration Form; and
Appendix 2: Proxy Card.
ORDINARY SHAREHOLDERS' MEETING
NLS PHARMACEUTICS AG (CHE-447.067.367)