Full Press Release Details
REGULATED INFORMATION
June 13, 2025, 7:00am CET / 1:00am ET
(Euronext Brussels/Nasdaq: NYXH)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert,
(hereinafter the "Company")
Invitation to attend the extraordinary shareholders'
meeting of the Company
to be held on July 2, 2025
The board of directors of the Company is pleased
to invite its securities holders to attend the extraordinary shareholders' meeting of the Company, to be held on Wednesday, July 2,
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 Company will also set up a video conference
to allow holders of securities of the Company who have duly registered for the extraordinary shareholders' meeting to follow the
meeting remotely and ask questions, as the case may be in writing, during the meeting. The modalities to attend the meeting 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 extraordinary shareholders' meeting 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' meeting. Holders of securities wishing to attend the meeting via video conference and also validly vote on the items
on the agendas, are invited to exercise their voting rights prior to the shareholders' meeting 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 extraordinary shareholders' meeting, the holders of securities issued by the Company and their representatives
are invited to register as from 1:45 p.m. CET.
Agenda of the extraordinary shareholders'
decision: The shareholders' meeting decides to add the following
paragraphs at the end of article 13 of the articles of association of the Company:
13 COMPOSITION OF THE BOARD OF DIRECTORS
shareholder, or group of affiliated shareholders acting in concert, that has held (or will have held at the date of the relevant appointment)
at least five percent (5%) of the outstanding shares of the company in registered form continuously for a period of at least three (3)
years calculated as per the date of the relevant director appointment (each such shareholder or group of shareholders referred to as a
"Stable Shareholder") shall have the right
that at the annual shareholders' meeting one (1) director (a "Stable Shareholder Director")
is appointed on its binding nomination. In case there are more than two (2) Stable Shareholders, only the two (2) largest Stable
Shareholders shall have a binding nomination right.
binding nomination right of the relevant Stable Shareholder shall also apply in case the mandate of the relevant Stable Shareholder Director
becomes vacant. In such case the Stable Shareholder shall be entitled to request the board of directors to appoint, within fifteen (15)
calendar days following the date on which the relevant Stable Shareholder has exercised this binding nomination right, a replacement Stable
Shareholder Director on a provisional basis until the next shareholders' meeting.
binding nomination shall be submitted in writing by the relevant Stable Shareholder to the board of directors, together with any information
that might be necessary or useful in view of the appointment of the Stable Shareholder Director, at least seventy-five (75) calendar days
prior to the annual shareholders' meeting which shall be asked to decide on the appointment of the director (or, in case of co-optation
by the board of directors, within thirty (30) calendar days following the date on which the mandate of the relevant Stable Shareholder
Director has become vacant). The board of directors may at its discretion waive this deadline.
that the Stable Shareholder that made the relevant nomination still qualifies as a Stable Shareholder on the date of the annual shareholders'
meeting (or board meeting in case of co-optation) deciding on the relevant appointment, the nomination made by the relevant Stable Shareholder
shall be binding and complied with when the annual shareholders' meeting decides (or, in case of co-optation, the remaining directors
decide) on the relevant appointment for which the relevant Stable Shareholder has exercised its binding nomination right in accordance
with this article 13. In deviation hereof, the annual shareholders' meeting (or the remaining directors in case of co-optation)
shall not be obliged to comply with the relevant binding nomination if the proposed director appointment pursuant to the relevant binding
nomination would result in the composition of the board of directors no longer meeting any mandatory minimum requirements imposed by article
7:86 or any other applicable article of the Code of Companies and Associations."
Proposed decision: The shareholders'
meeting decides to grant the acting notary, and any other notary of "Berquin Notarissen", all powers to draw up and sign a
restated version of the articles of association of the Company and to file them in the appropriate data base in accordance with applicable
Admission formalities and participation
in the shareholders' meeting
the extraordinary shareholders' meeting on July 2, 2025, the holders of shares and subscription
rights are requested to comply with articles 26 and 27 of the Company's articles of association and the following formalities.
The holders of subscription rights issued by the
Company can, in accordance with Article 7:135 of the Belgian Code of Companies and Associations only attend the shareholders' meeting
with a consultative vote.
In order to be able to participate in the extraordinary
shareholders' meeting, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of such securities
on the registration date and (b) notify the Company, as described below.
The registration date is June 18, 2025 at midnight
(Belgian time). Only persons registered as securities holders on that date and time will be entitled to attend and (if they are shareholders)
vote at the meeting. The number of securities held by the securities holder on the day of the meeting will not be taken into account.
to participate in the meeting
The securities holders
must inform the board of directors of the Company by e-mail to shareholders@nyxoah.com no later
than June 26, 2025, of their intention to participate in the meeting, indicate the number of securities for which they intend to vote,
and, for holders of dematerialized shares, present proof of their registration as a shareholder on the registration date.
In order to attend the meeting, securities holders
and proxy holders must prove their identity and representatives of legal entities must submit documents establishing their identity and
their power of representation, at the latest immediately before the start of the meeting.
Shareholders can exercise their voting rights
prior to the meeting either (i) by voting by mail or (ii) by giving a proxy to a representative of the Company.
If shareholders vote by proxy, the proxy holder
will be a representative of the Company. This proxy holder may only exercise the voting right in accordance with the voting instructions
contained in the proxy.
The proxy voting form and the form for voting
by mail approved by the Company must be used for this purpose. These forms can be downloaded from the Company's website (https://investors.nyxoah.com/shareholder-information
> Shareholders' Meetings).
vote by proxy or by mail, they must, in addition to the above formalities, send by e-mail to shareholders@nyxoah.com
a duly completed and signed proxy voting form or form for voting by mail. These documents must reach the
Company no later than June 26, 2025.
Note that the proxy voting forms and the forms
for voting by mail may be signed by using an electronic signature as provided for in Article 7:143 2 of the Belgian Code of Companies
in the virtual shareholders' meeting
Securities holders wishing to participate remotely,
virtually and in real time, to the Company's extraordinary shareholders' meeting are required to confirm their participation and
communicate their e-mail address to the Company by June 26, 2025 at the latest by e-mail to shareholders@nyxoah.com.
A few days before the shareholders' meeting,
securities holders who have completed this formality will receive by e-mail (at the address they will have communicated to the Company)
a link, and as the case may be a user name and a password, enabling them to follow and participate in the shareholders' meeting
via their computer, tablet or smartphone.
Just before the start of the shareholders'
meeting, the securities holders will have to click on the link that will have been previously communicated to them by e-mail, and as the
case may be enter their user name and password, in order to join the virtual shareholders' meeting.
Securities holders attending the virtual shareholders'