IT News פורטל המחשוב העסקי וההייטק של ישראל
מון-סן-גיבר, בלגיה, 6 במאי 2022, (GLOBE NEWSWIRE) :
NYXOAH SA (יורונקסט בריסל: NYXH) מרחוב אדוארד בלין 12, מון-סן-גיבר 1435, בלגיה (להלן "החברה")
הזמנה להשתתף באסיפות בעלי המניות השנתיות ויוצאות הדופן של החברה שיתקיימו ב-8 ביוני 2022
דירקטוריון החברה שמח להזמין את מחזיקי ניירות הערך שלה להשתתף באסיפת בעלי המניות השנתית של החברה, שתתקיים ביום רביעי, 8 ביוני 2022 בשעה 14:00 CET (14:00 שעון ישראל) במושב החברה, או במקום אחר כפי שיצוין לפני מועד זה. אסיפת בעלי המניות השנתית תתקיים מיד לאחר אסיפת בעלי מניות יוצאת דופן.
על מנת להקל על שמירת רשימת הנוכחות ביום האסיפות השנתיות ויוצאות הדופן של בעלי המניות, מוזמנים מחזיקי ניירות הערך שהונפקו על ידי החברה ונציגיהם להירשם החל מהשעה 13:30 CET (14:30 שעון ישראל)
Communication on COVID-19
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.
In view of the 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’ MEETING
Acknowledgement and discussion of:
the statutory annual accounts for the financial year ended on December 31, 2021;
the consolidated financial statements for the financial year ended on December 31, 2021;
the annual report of the board of directors on the statutory annual accounts for the financial year ended on December 31, 2021;
the annual report of the board of directors on the consolidated financial statements for the financial year ended on December 31, 2021;
the statutory auditor's report on the statutory annual accounts for the financial year ended on December 31, 2021; and
the statutory auditor's report on the consolidated financial statements for the financial year ended on December 31, 2021.
Approval of the statutory annual accounts for the financial year ended on December 31, 2021 and the proposed allocation of the result
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.
Discharge 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.
Discharge of the statutory auditor
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.
Acknowledgement and approval of the remuneration report
Proposed decision: The shareholders’ meeting decides to approve the remuneration report.
Acknowledgement and approval of the amended remuneration policy
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 Governance Code.
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.
