REGULATED INFORMATION

REGULATED INFORMATION

May 6, 2022, 7:00am CET / 1:00am ET

(Euronext Brussels: NYXH)

Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium

(hereinafter the "Company")

attend the annual and the extraordinary shareholders' meetings of the Company to be held on June 8, 2022

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 8, 2022 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.

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.

In light of the COVID-19

pandemic, it is currently envisaged that certain measures imposed by the Belgian government to deal with this pandemic may still be in

effect on the date of the Company's annual and extraordinary shareholders' meetings. These measures are in the interest of the health

of individual securities holders, as well as of the employees of the Company and others who are responsible for organizing the shareholders'

meetings. It can also not be excluded that the Belgian government will again impose additional measures.

health crisis and the related measures imposed by the government to limit the spread of the COVID-19 coronavirus, securities holders

are encouraged to exercise their voting rights prior to the shareholders' meetings by following the rules set out in this

convening notice, either (i) by voting remotely by mail, or (ii) by giving a proxy to a representative of the Company. Moreover,

securities holders are encouraged to exercise their right to ask questions in writing in advance in respect of the items on the

agendas of the shareholders' meetings. The modalities of the aforementioned ways to participate in the annual and the extraordinary

shareholders' meetings are set out in this convening notice and in the relevant forms to vote by mail or by proxy.

The Company will grant

access to the meetings to securities holders, proxy holders and other persons only to the extent permitted in light of the measures taken

or to be taken by the authorities as applicable on the date of the meetings, and always taking into account the recommendations of the

authorities, and health and safety considerations. The Company will also set up a video conference to allow those 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 videoconference 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, but

will be an extra facility for securities holders to follow the shareholders' meetings.

The Company reserves

the right to change these modalities of participation by indicating so on the Company's website (https://investors.nyxoah.com/shareholder-information > Shareholders'

Meetings) if the health situation and applicable rules change prior to the date of the annual and the extraordinary shareholders' meetings.

Agenda of the annual shareholders'

Proposed decision: The shareholders'

meeting decides to approve the annual accounts for the financial year ended on December 31, 2021 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, 2021 (including

Mr. Janke Dittmer who resigned as director in 2021) 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, 2021 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, and with a view to (i) introducing share-based compensation for the non-executive directors, and (ii) making

certain changes to the warrants-based component of the non-executive directors' remuneration, the board of directors proposes to amend

the remuneration policy of the Company.

The board of directors

is of the opinion that remunerating non-executive directors in part in shares by offering them the opportunity to subscribe to new shares

at a discounted subscription price (since the Company does not hold any existing own shares that it could offer to the non-executive directors),

rather than all in cash, strengthens the alignment of the non-executive directors' interests with the interests of the Company's

shareholders. This is in the interest of the Company and its stakeholders and is in line with principle 7.6 of the 2020 Belgian Corporate

Therefore, the board

of directors proposes to amend the remuneration policy of the Company to (i) reflect the inclusion of a share-based compensation of the

non-executive directors and (ii) determine that the shares subscribed by the non-executive directors in this framework will need

to be held by the relevant non-executive director until at least one year after the relevant non-executive director leaves the board and

at least three years after the moment of subscription of the relevant shares.

The board of directors

also proposes to amend the remuneration policy in view of the proposed warrants component of the non-executive directors' remuneration

package, as described in agenda item 8, with a vesting schedule which deviates from the default vesting schedule described in the current

remuneration policy.

Proposed decision: The

shareholders' meeting decides to approve the amended remuneration policy.

the recommendations of the remuneration committee, the board of directors proposes to the shareholders' meeting to modify the cash remuneration

of the board and committee members as set out in the below proposed decision.

The shareholders' meeting decides to determine the annual cash remuneration of the members of the board of directors and of the

board committees as follows:

the recommendations of the remuneration committee, and subject to approval of the amended remuneration policy referred to under agenda

item 6 above, the board of directors proposes to the shareholders' meeting to grant the non-executive directors, in addition to their

remuneration in cash, a remuneration in the form of grants of warrants (which are called "subscription rights" (droits

de souscription) under the Belgian Code of Companies and Associations, or "CCA") as set out below in the proposed

The shareholders' meeting decides that, in addition to their annual remuneration in cash, each non-executive director shall be

granted annually a number of warrants (droits de souscription) under the following terms and conditions:

On August 27, 2021, the board of

directors decided to appoint Ms. Rita Johnson-Mills on a provisional basis ("cooptation") as a director in order

to replace Janke Dittmer in accordance with Article 7:88 of the CCA and article 13 of the Company's articles of association. Based

on the information made available by Ms. Rita Johnson-Mills, it was determined that she satisfies the applicable requirements to be

appointed as an independent director in accordance with Article 7:87 of the CCA and provision 3.5 of the 2020 Belgian Corporate

Governance Code. Ms. Rita Johnson-Mills also explicitly declared not to have any connections with the Company or an important

shareholder, which would interfere with her independence. The board of directors recommends that the appointment of Ms. Rita

Johnson-Mills as independent director be confirmed and that she completes Janke Dittmer's term of office ending at the annual

shareholders' meeting to be held in 2024.

Taking into account the recommendation

of the nominating and corporate governance committee, the board of directors proposes to the shareholders' meeting that (i) Ms. Virginia

M. Kirby, and (ii) Mr. Raymond W. Cohen be appointed as directors, each for a term ending at the annual shareholders' meeting to be held

Based on information made available

by respectively Ms. Virginia M. Kirby and Mr. Raymond W. Cohen, it appears that Ms. Virginia M. Kirby and Mr. Raymond W. Cohen satisfy

the applicable requirements to be appointed as independent directors in accordance with Article 7:87 of the CCA and provision 3.5 of the

2020 Belgian Corporate Governance Code. Ms. Virginia M. Kirby and Mr. Raymond W. Cohen also explicitly declared not to have any connections

with the Company or an important shareholder, which would interfere with their independence.

Proposed decision: The shareholders'

meeting decides to approve the remuneration of the statutory auditor for the financial year ended on December 31, 2021 as follows: (i) EUR 314,000

(excl. VAT) for the audit of the statutory annual accounts and the consolidated financial statements for the financial year ended on December

31, 2021, and (ii) EUR 232,000 (excl. VAT) for services performed by the statutory auditor in connection with the listing of the

Company on Nasdaq in July 2021.