Full Press Release Details
(Euronext Brussels: NYXH)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert,
(hereinafter the "Company")
Invitation to attend the annual and the extraordinary
shareholders' meetings of the Company to be held on June 11, 2025
The board of directors of the Company is pleased
to invite its securities holders to attend the annual shareholders' meeting of the Company, to be held on Wednesday, June 11,
2025 at 2:00 p.m. CET at the Company's seat, or at such other place as will be indicated prior to such time. The annual shareholders'
meeting will be followed immediately by an extraordinary shareholders' meeting.
The Company will also set up a video conference
to allow holders of securities of the Company who have duly registered for the annual and the extraordinary shareholders' meetings
to follow the meetings remotely and ask questions, as the case may be in writing, during the meetings. The modalities to attend the meetings
via video conference will be communicated to the relevant securities holders in due time. The videoconference will not qualify as an electronic
communication tool to attend and vote at the shareholders' meetings as referred to in Article 7:137 of the Belgian Code of
Companies and Associations (the "CCA"), but will be an extra facility for securities holders to follow the shareholders'
meetings. Holders of securities wishing to attend the meetings via video conference and also validly vote on the items on the agendas,
are invited to exercise their voting rights prior to the shareholders' meetings by following the rules set out in this convening
notice, either by voting remotely by mail, or by giving a proxy to a representative of the Company.
In order to facilitate the keeping of the attendance
list on the day of the annual and the extraordinary shareholders' meetings, the holders of securities issued by the Company and their
representatives are invited to register as from 1:30 p.m. CET.
Agenda of the annual shareholders'
Proposed decision: The shareholders'
meeting decides to approve the annual accounts for the financial year ended on December 31, 2024 and the allocation of the result
as proposed by the board of directors.
Proposed decision: The shareholders'
meeting decides to grant discharge to each of the directors who was in office during the financial year ended on December 31, 2024
for the performance of their mandate during that financial year.
Proposed decision: The shareholders'
meeting decides to grant discharge to the statutory auditor who was in office during the financial year ended on December 31, 2024
for the performance of his mandate during that financial year.
Proposed decision: The shareholders'
meeting decides to approve the remuneration report.
Upon the recommendation of the remuneration
committee, the board of directors proposes to amend (among others) section 4.6 of the remuneration policy of the Company (i) to
allow for contractually agreed notice periods (or corresponding payments in lieu of notice) or severance payments for members of executive
management of up to twelve months, and (ii) subject to the specific and individual approval by the Company's shareholders'
meeting and compliance with any other applicable requirements and procedures imposed by the CCA in this respect, to allow for notice
periods (or corresponding payments in lieu of notice) or severance payments for members of executive management of more than twelve months
and/or notice periods (or corresponding payments in lieu of notice) or severance payments that are triggered by a change of control over
Proposed decision: The shareholders'
meeting decides to approve the amended remuneration policy as proposed by the board of directors.
Effective September 1, 2021, the
Company entered into a service agreement with Mr. Olivier Taelman, CEO of the Company. Effective August 19, 2024, Nyxoah Inc.,
a wholly-owned subsidiary of the Company, entered into an agreement with Mr. Olivier Taelman for the employment of Mr. Olivier
Taelman by Nyxoah Inc. (together with the service agreement, the "CEO Agreements"). The Board proposes to enter into
an addendum to the CEO Agreements to provide for a severance payment amounting to 18 months' remuneration in case of termination
of the CEO Agreements by the Company, respectively Nyxoah Inc. without cause within three (3) months of a change of control over
the Company (the "CEO Addendum"). In accordance with Article 7:92 of the CCA, an agreement with an executive director
or another person in charge as referred to in Article 3:6, 3, third paragraph of the CCA which provides for a severance payment
exceeding 12 months' remuneration is always concluded under the condition precedent of approval by the shareholders' meeting. Article 7:151
of the CCA provides that only the shareholders' meeting of a listed company can grant third parties rights that have a significant
impact on the assets of the company or that give rise to a liability of the company when the exercise of those rights depends on the launching
of a takeover bid on the shares of the company or a change of control over the company.
Proposed decision: The shareholders'
meeting authorizes and approves, insofar as required and applicable, the entry into of the CEO Addendum to provide for a severance payment
amounting to 18 months' remuneration in case of termination of the CEO Agreements by the Company, respectively Nyxoah Inc. without
cause within three (3) months of a change of control over the Company.
Effective November 4, 2024, Nyxoah
Inc., a wholly-owned subsidiary of the Company, entered into an agreement with Mr. John Landry, pursuant to which he will act as
Chief Financial Officer of the Company and its subsidiaries (the "CFO Agreement"). The CFO Agreement provides for a
severance payment amounting to 18 months' remuneration in case of termination of the CFO Agreement by Nyxoah Inc. without cause
within three (3) months of a direct or indirect change of control over Nyxoah Inc. In accordance with Article 7:92 of the CCA,
an agreement with an executive director or another person in charge as referred to in Article 3:6, 3, third paragraph of the
CCA which provides for a severance payment exceeding 12 months' remuneration is always concluded under the condition precedent of approval
by the shareholders' meeting.
Proposed decision: The shareholders'
meeting takes note of, approves and ratifies, insofar as required and applicable, the entry into the CFO Agreement, including the provision
that provides for a severance payment amounting to 18 months' remuneration in case of termination of the CFO Agreement by Nyxoah
Inc. without cause within three (3) months of a direct or indirect change of control over Nyxoah Inc.
Proposed decision: The shareholders'
meeting decides to reappoint Robelga SRL, permanently represented by Robert Taub, as director of the Company until the annual shareholders'
meeting to be held in 2026. The mandate of Robelga SRL will be remunerated as provided for the non-executive members of the board of directors
in the Company's remuneration policy as adopted by the shareholders' meeting and, as concerns the cash remuneration, as decided
by the annual shareholders' meeting of June 8, 2022.
Proposed decision: The shareholders'
meeting decides to reappoint J rgen Hambrecht as an independent director of the Company within the meaning of Article 7:87 of
the CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders' meeting to be held in 2026.
The mandate of J rgen Hambrecht will be remunerated as provided for the non-executive members of the board of directors in the Company's
remuneration policy as adopted by the shareholders' meeting and, as concerns the cash remuneration, as decided by the annual shareholders'
meeting of June 8, 2022.
Proposed decision: The shareholders'
meeting decides to reappoint Kevin Rakin as an independent director of the Company within the meaning of Article 7:87 of the CCA
and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders' meeting to be held in 2026. The
mandate of Kevin Rakin will be remunerated as provided for the non-executive members of the board of directors in the Company's
remuneration policy as adopted by the shareholders' meeting and, as concerns the cash remuneration, as decided by the annual shareholders'
meeting of June 8, 2022.
Proposed decision: The shareholders'
meeting decides to reappoint Rita Johnson-Mills as an independent director of the Company within the meaning of Article 7:87 of the
CCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders' meeting to be held in 2026.
The mandate of Rita Johnson-Mills will be remunerated as provided for the non-executive members of the board of directors in the Company's
remuneration policy as adopted by the shareholders' meeting and, as concerns the cash remuneration, as decided by the annual shareholders'
meeting of June 8, 2022.
Proposed decision: The shareholders'
meeting decides to reappoint Virginia Kirby as an independent director of the Company within the meaning of Article 7:87 of the CCA
and provision 3.5 of the 2020 Belgian Corporate Governance Code, until the annual shareholders' meeting to be held in 2026. The
mandate of Virginia Kirby will be remunerated as provided for the non-executive members of the board of directors in the Company's
remuneration policy as adopted by the shareholders' meeting and, as concerns the cash remuneration, as decided by the annual shareholders'
meeting of June 8, 2022.
Proposed decision: The shareholders'