Full Press Release Details
REGULATED INFORMATION
May 8, 2026, 10:05pm CET / 4:05pm ET
(Euronext Brussels/Nasdaq: 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 10, 2026
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 10,
2026 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 1:45 p.m. CET.
Agenda of the annual shareholders'
| a. | the statutory annual accounts for the financial year ended on December 31, 2025; | |
| b. | the consolidated financial statements for the financial year ended on December 31, 2025; | |
| c. | the annual report of the board of directors on the statutory annual accounts for the financial year ended on December 31, 2025; |
| d. | the annual report of the board of directors on the consolidated financial statements for the financial year ended on December 31, 2025; | |
| e. | the statutory auditor's report on the statutory annual accounts for the financial year ended on December 31, 2025; and | |
| f. | the statutory auditor's report on the consolidated financial statements for the financial year ended on December 31, 2025. |
Proposed decision: The shareholders'
meeting decides to approve the annual accounts for the financial year ended on December 31, 2025 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, 2025
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, 2025
for the performance of his mandate during that financial year.
Proposed decision: The shareholders'
meeting decides to approve the remuneration report.
On December 18, 2025, the Company
issued 225 convertible bonds for an aggregate principal amount of EUR 22,500,000 (the "Bonds") pursuant to a subscription
agreement entered into with an entity managed by Heights Capital Management on November 13, 2025, as amended by an amendment and
restatement agreement dated December 16, 2025. The Bonds are governed by a bond instrument, as amended on February 2, 2026 (the
In summary, article 6.8 of the Bond
Instrument provides that the Company shall give notice to the holders of the Bonds within five (5) business days following the occurrence
of a Relevant Event (which, inter alia, includes the occurrence of a Change of Control). For purposes of the Bond Instrument, a "Change
of Control" means the occurrence of an event or series of events whereby one or more persons, acting in concert, acquire control
(within the meaning of article 1:14 of the CCA) over the Company.
Article 7.2 of the Bond Instrument
provides that, following the occurrence of a Relevant Event, each holder of Bonds will have the right to require the Company to redeem,
in cash, such Bond on the Relevant Event Put Date (as defined in the Bond Instrument) at the relevant Early Redemption Amount. For purposes
of the Bond Instrument, "Early Redemption Amount" means in respect of any Bond, the sum of (a) the Make-Whole
Premium (as defined in the Bond Instrument); and (b) an amount equal to the greater of: (i) 120 per cent of the principal amount
of such Bond outstanding on the Relevant Event Put Date (as defined in the Bond Instrument); and (ii) the relevant Parity Value (as
defined in the Bond Instrument) of a Bond.
Proposed decision: The shareholders'
meeting takes note of, approves and ratifies, insofar as required and applicable, in accordance with Article 7:151 of the CCA, article
6.8 and article 7.2 of the Bond Instrument and any other provisions in the Bond Instrument which fall or could be considered to fall within
the scope of Article 7:151 of the CCA (relating to the granting of rights to third parties which significantly affect the Company's
assets or give rise to a substantial debt or commitment on its behalf, when the exercise of these rights is subject to the launch of a
public takeover bid on the shares of the Company or to a change in the control exercised over it). The shareholders' meeting also grants
a special power of attorney to each director of the Company (each a "Proxy Holder" for purposes of this resolution),
each Proxy Holder acting individually and with the right of substitution, to complete the formalities required by Article 7:151 of
the CCA with regard to this resolution, including, but not limited to, the execution of all documents and forms required for the publication
of this resolution in the Annexes to the Belgian Official Gazette.
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 2027. 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 2027.
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 2027. 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 2027.
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 2027. 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'
meeting decides to appoint Daniel Wildman 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 2027. The
mandate of Daniel Wildman 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'