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

To the shareholders of

NLS Pharmaceutics Ltd., Zurich, Switzerland

Zurich, June 6, 2025

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:

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

Explanation: The Board

of Directors is of the opinion that the current independent proxy should be re-elected. KBT Treuhand AG is independent and well acquainted

with the procedures of acting as an independent proxy. Nothing has come to the attention of the Board of Directors that the performance

of the independent proxy in the past year has not been satisfactory. Therefore, the Board of Directors makes the proposal to the ordinary

shareholders' meeting indicated below.

of Directors proposes to elect KBT Treuhand AG Z rich, Kreuzplatz 5, 8032 Zurich, Switzerland, as independent proxy until the next

annual ordinary shareholders' meeting.

opinion of the Board of Directors the statutory financial statements have been prepared in compliance with the applicable accounting standards

and the Swiss Code of Obligations, as applicable. The financial statement were further audited by the Company's auditors and opined

upon without qualifications. Further, the Board of Directors is of the opinion that there are no specific facts included in the statutory

financial statements that would warrant a specific and separate discussion. Therefore, the Board of Directors makes the proposal to the

ordinary shareholders' meeting indicated below. The financial statements 2024 are available for inspection from 6 June 2025 at the

Company's registered office. Further, electronic copies are available on the Company's website.

of Directors proposes the approval of the statutory financial statements of the Company for the business year 2024.

Explanation: The Board

of Directors is of the opinion that the compensation report has been prepared in compliance with the Swiss Code of Obligations, as applicable,

and in compliance with the applicable requirements on the compensations awarded. The compensation report was audited by the Company's

auditors and opined upon without qualifications. Further, the Board of Directors is of the opinion that there are no specific facts included

in the compensation report that would warrant a specific and separate discussion. Therefore, the Board of Directors makes the proposal

to the ordinary shareholders' meeting indicated below. The compensation report 2024 is available for inspection from 6 June 2025

at the Company's registered office. Further, electronic copies are available on the Company's website.

of Directors proposes, based on an advisory vote, the approval of the compensation report for the business year 2024.

Explanation: The Company

had an operating loss during the financial year 2024 and an accumulated loss as of 31 December 2024 of CHF -16,071,618. There are no available

earnings to distribute and any such distribution would not be in line with the Company's purpose and goals. Therefore, the board

of directors proposes to carry forward the accumulated loss as of 31 December 2024 to the new financial year.

of Directors proposes that the shareholders approve that the net loss of CHF -16,071,618 for the business year 2024 is added to the loss

brought forward of CHF -36,155,056 resulting in a new balance of loss brought forward of CHF -52,226,674.

Explanation: The Board

of Directors is of the opinion that the performance of each member of the board of directors, each member of the executive management,

as well as all other persons involved in the management of the Company during the financial year 2024 warrant the granting of the discharge

by the shareholders for the same time period. Nothing has come to the attention of the board of di-rectors, that would reasonably lead

to a different conclusion. Therefore, the Board of Directors makes the proposal to the ordinary shareholders' meeting indicated

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 2024.

Explanation: The Board

of Directors took note of the resignation of Audrey Greenberg from the Board of Directors. Audrey Greenberg accordingly does not stand

for re-election. Even with this resignation, the Board of Directors deems the current composition of the board of directors to be well

suited to the Company's needs and that it allows an efficient and well-rounded cooperation within the board of directors. Furthermore,

all current members of the board of directors other than Audrey Greenberg stand for re-election and no new members of the board of directors

have been proposed or requested in the past year. Therefore, the Board of Directors makes the proposal to the ordinary shareholders'

meeting indicated below.

of Directors proposes (i) to re-elect Ronald Hafner as Chairman of the Board of Directors and (ii) to individually re-elect Alexander

Zwyer, Gian-Marco Rinaldi Diaz de la Cruz, Florence Allouche and Samuel Olivier as members of the Board of Directors for a term lasting

until the next annual ordinary shareholders' meeting.

Explanation: The Board

of Directors believes the current compensation committee to be well suited to the Company's needs. As the current sole member of

the compensation committee stands for re-election, the board of directors believes that another year with the current compensation committee

would be in the best interest of the Company. Therefore, the Board of Directors makes the proposal to the ordinary shareholders'

meeting indicated below.

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.

Explanation: The Board

of Directors is of the opinion that the current auditors should be re-elected. Avanta Audit AG is independent and well acquainted with

the tasks and procedures of acting as statutory auditors. Nothing has come to the attention of the Board of Directors that the performance

of the auditors in the past year has not been satisfactory. Therefore, the Board of Directors makes the proposal to the ordinary shareholders'

meeting indicated below.

The Board of Directors proposes to

re-elect Avanta Audit AG, Baar, as auditor of the Company for a term of office lasting until the next annual ordinary shareholder's

Explanation: The Board

of Directors, based on the recommendations of the compensation committee, believes that the fixed remuneration for the members of the

Board of Directors as proposed is appropriate in light of the work expected to be provided by the members of the Board of Directors and

is further in line with the principles of remuneration set out in the Company's articles of association. Therefore, the Board of

Directors makes the proposal to the ordinary shareholders' meeting indicated below.

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 following term of office lasting until the next ordinary shareholders'

Explanation: The Board

of Directors, based on the recommendations of the compensation committee, believes that the equity compensation for the members of the

Board of Directors as proposed is appropriate in light of the work expected to be provided by the members of the Board of Directors and

is further in line with the principles of remuneration set out in the Company's articles of association. Therefore, the Board of

Directors makes the proposal to the ordinary shareholders' meeting indicated below.

The Board of Directors proposes the

approval of the grant of equity or equity linked instruments with maximum aggregate amount of CHF 220,000 (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.

Explanation: The Board

of Directors, based on the recommendations of the compensation committee, believes that the fixed compensation for the Executive Management

as proposed is appropriate in light of the work expected to be provided by the members of the Executive Management and is further in line

with the principles of remuneration set out in the Company's articles of association. Therefore, the Board of Directors makes the

proposal to the ordinary shareholders' meeting indicated below.

The Board of Directors proposes the

approval of the maximum aggregate amount of CHF 444,000 (cash compensation including all applicable social security contributions) for

the fixed compensation of the members of the Executive Management for the financial year 2026.

Explanation: The Board

of Directors, based on the recommendations of the compensation committee, believes that the variable compensation for the Executive Management

as proposed is appropriate in light of the work expected to be provided by the members of the Executive Management and is further in line

with the principles of remuneration set out in the Company's articles of association. Therefore, the Board of Directors makes the