Invitation to attend the special shareholders’ meeting of the Company to be held on December 19, 2024
Nyxoah SA announces a special shareholders' meeting scheduled for December 19, 2024, at 3:00 p.m. CET at the company's headquarters. The meeting will address the approval of clauses in the EIB Agreements, including a loan facility and synthetic warrant agreement with the European Investment Bank. Key points include Change-of-Control Event provisions and voting procedures.
Shareholders can participate in person or via video conference, with voting available through mail or proxy before December 13, 2024. Registration date is set for December 5, 2024. The meeting requires no specific quorum, and decisions will be adopted by simple majority vote. Each share entitles one vote.
Nyxoah SA annuncia un'assemblea straordinaria degli azionisti programmata per 19 dicembre 2024, alle 15:00 CET presso la sede dell'azienda. L'incontro riguarderà l'approvazione delle clausole negli Accordi EIB, tra cui un finanziamento e un accordo di warrant sintetico con la Banca Europea per gli Investimenti. I punti chiave includono le disposizioni sugli eventi di cambiamento del controllo e le procedure di voto.
Gli azionisti possono partecipare di persona o tramite videoconferenza, con la possibilità di votare per posta o per delega entro il 13 dicembre 2024. La data di registrazione è fissata per il 5 dicembre 2024. L'assemblea non richiede un quórum specifico e le decisioni saranno adottate con il voto della semplice maggioranza. Ogni azione dà diritto a un voto.
Nyxoah SA anuncia una reunión extraordinaria de accionistas programada para 19 de diciembre de 2024, a las 15:00 CET en la sede de la compañía. La reunión abordará la aprobación de las cláusulas en los Acuerdos EIB, incluyendo un préstamo y un acuerdo de warrant sintético con el Banco Europeo de Inversiones. Los puntos clave incluyen disposiciones sobre eventos de cambio de control y procedimientos de votación.
Los accionistas pueden participar en persona o a través de videoconferencia, con la opción de votar por correo o por poder antes del 13 de diciembre de 2024. La fecha de registro se establece para el 5 de diciembre de 2024. La reunión no requiere un quórum específico, y las decisiones se adoptarán por mayoría simple. Cada acción otorga un voto.
Nyxoah SA는 2024년 12월 19일 오후 3시 CET에 회사 본사에서 예정된 특별 주주 총회를 공지합니다. 이번 회의에서는 유럽 투자 은행과의 대출 및 합성 워런트 계약을 포함한 EIB 계약의 조항 승인에 대한 논의가 이루어질 것입니다. 주요 사항으로는 지배권 변경 사건 조항 및 투표 절차가 포함됩니다.
주주들은 직접 참석하거나 화상 회의에 참여할 수 있으며, 2024년 12월 13일 이전에 우편 또는 위임장을 통해 투표할 수 있습니다. 등록 마감일은 2024년 12월 5일입니다. 회의는 특별한 정족수를 요구하지 않으며, 결의는 단순 다수결로 채택됩니다. 각 주식은 하나의 투표권을 부여합니다.
Nyxoah SA annonce une assemblée générale extraordinaire des actionnaires prévue pour le 19 décembre 2024 à 15h00 CET au siège de l'entreprise. La réunion portera sur l'approbation des clauses des accords EIB, y compris une facilité de prêt et un accord de warrant synthétique avec la Banque européenne d'investissement. Les points clés incluent les dispositions sur les événements de changement de contrôle et les procédures de vote.
Les actionnaires peuvent participer en personne ou par vidéoconférence, avec la possibilité de voter par courrier ou par procuration avant le 13 décembre 2024. La date d'enregistrement est fixée au 5 décembre 2024. L'assemblée ne nécessite pas de quorum spécifique, et les décisions seront prises par un vote à la simple majorité. Chaque action confère un vote.
Nyxoah SA gibt bekannt, dass am 19. Dezember 2024 um 15:00 Uhr CET eine außerordentliche Hauptversammlung der Aktionäre in der Unternehmenszentrale stattfindet. In der Sitzung wird die Genehmigung der Klauseln in den EIB-Vereinbarungen behandelt, einschließlich einer Darlehensfazilität und einer synthetischen Warrant-Vereinbarung mit der Europäischen Investitionsbank. Zu den wesentlichen Punkten gehören Bestimmungen über Kontrollwechselereignisse und Abstimmungsverfahren.
Aktionäre können persönlich oder per Videokonferenz teilnehmen, wobei die Abstimmung bis zum 13. Dezember 2024 per Post oder durch Vollmacht möglich ist. Der Stichtag für die Registrierung ist der 5. Dezember 2024. Für die Sitzung ist kein spezifisches Quorum erforderlich, und die Entscheidungen werden mit einfacher Mehrheit getroffen. Jede Aktie berechtigt zu einer Stimme.
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REGULATED INFORMATION
November 19, 2024, 7:00am CET / 1:00am ET
NYXOAH SA
(Euronext Brussels/Nasdaq: NYXH)
Rue Edouard Belin 12, 1435 Mont-Saint-Guibert, Belgium
(hereinafter the “Company”)
Invitation to attend the special shareholders’ meeting of the Company
to be held on December 19, 2024
The board of directors of the Company is pleased to invite its securities holders to attend the special shareholders' meeting of the Company, to be held on Thursday, December 19, 2024 at 3:00 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 special 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 special shareholders’ meeting 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 special shareholders’ meeting. Holders of securities wishing to attend the special shareholders’ meeting via video conference and also validly vote on the items on the agenda, are invited to exercise their voting rights prior to the special 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 special shareholders' meeting, the holders of securities issued by the Company and their representatives are invited to register as from 2:45 p.m. CET.
AGENDA OF THE SPECIAL SHAREHOLDERS’ MEETING
- Approval of all relevant clauses in the EIB Agreements in accordance with Article 7:151 of the Belgian Code of Companies and Associations
As announced on 3 July 2024, the Company has entered into a loan facility agreement (the “Loan Agreement”) and a synthetic warrant agreement (the “Warrant Agreement”) with the European Investment Bank (the “EIB”) (the Loan Agreement and Warrant Agreement, together the “EIB Agreements”).
In summary, article 4.7.2 of the Loan Agreement provides among others that the Company shall promptly inform the EIB if a Change-of-Control Event has occurred or is likely to occur. In such case, the Company shall, on request of the EIB, consult with the EIB as to the impact of such event. If 30 days have passed since the date of such request and the EIB is of the opinion that the effects of such event cannot be mitigated to its satisfaction, or in any event if a Change-of-Control Event has actually occurred, the EIB may by notice to the Company, cancel the undisbursed portion of the credit and/or demand prepayment of the amounts disbursed from time to time by the EIB under the Loan Agreement that remain outstanding, together with accrued interest and all other amounts accrued or outstanding. In this context, a “Change-of-Control Event” means (a) any person or group of persons acting in concert gaining Control of the Company or of any entity directly or ultimately Controlling the Company; or (b) the Company being delisted from both Euronext Brussels and Nasdaq, and “Control” or “Controlling” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise and, for the avoidance of doubt, owning more than
In summary, article 5 of the Warrant Agreement provides among others that upon the occurrence of a Trigger Event, the EIB shall be entitled to exercise its warrant rights relating to the relevant tranche as from the moment of immediate notification by the Company in writing about the occurrence of a Trigger Event. In this context, a “Trigger Event” means, among others, a Prepayment Event, whereby in accordance with Article 4.7.2 of the Loan Agreement a Change-of-Control Event (as defined in the Loan Agreement and as further described above) shall be considered a Prepayment Event.
Proposed decision: The shareholders' meeting takes note of, approves and ratifies, insofar as required and applicable, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, Article 4.7.2 of the Loan Agreement and Article 5 of the Warrant Agreement and any other provisions in the EIB Agreements which fall or could be considered to fall within the scope of Article 7:151 of the Belgian Code of Companies and Associations (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 and the General Counsel of the Company (each a "Proxy Holder" for the 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 Belgian Code of Companies and Associations 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.
ADMISSION FORMALITIES AND PARTICIPATION IN THE SPECIAL SHAREHOLDERS’ MEETING
In order to attend the special shareholders’ meeting on December 19, 2024, 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, attend the special shareholders’ meeting with a consultative vote.
In order to be able to participate in the special 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.
Registration date
The registration date is December 5, 2024 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.
- Holders of registered shares or subscription rights must be registered in the Company's share register or subscription rights register, as the case may be, by midnight (Belgian time) on December 5, 2024.
- Holders of dematerialized shares must deliver, or have delivered, to the Company, at the latest on December 13, 2024 at midnight (Belgian time), a certificate issued by the authorized account holder or by the settlement institution certifying the number of dematerialized shares registered in the name of the shareholder in its accounts on the registration date, for which the shareholder has declared his intention to participate in the meeting. This certificate must be sent to the Company by e-mail to shareholders@nyxoah.com.
Intention 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 December 13, 2024, 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.
Voting by proxy or by mail
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).
If shareholders 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 December 13, 2024.
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 and Associations.
Participation in the virtual shareholders’ meeting
Securities holders wishing to participate remotely, virtually and in real time, to the Company's special shareholders’ meeting are required to confirm their participation and communicate their e-mail address to the Company by December 13, 2024 at the latest by e-mail to shareholders@nyxoah.com.
A few days before the special 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 special shareholders’ meeting via their computer, tablet or smartphone.
Just before the start of the special 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 special shareholders’ meeting.
Securities holders attending the virtual special shareholders’ meeting will have the opportunity to view the live broadcast of the meeting in real time and to ask questions to the directors, as the case may be in writing, during the meeting regarding the items on the agenda.
New agenda items, proposed decisions and right to ask questions
Shareholders holding at least
The case being, the revised agenda will be published no later than December 4, 2024.
Shareholders who wish to do so may send any questions they may have to the Company, relating solely to the agenda of the special shareholders’ meeting, by e-mail to shareholders@nyxoah.com, no later than December 13, 2024. The answers to these questions will be provided during the special shareholders’ meeting in accordance with applicable law.
Documentation
All documents concerning the special shareholders’ meeting that are required by law to be made available, as well as the total number of shares and voting rights outstanding, are available on the Company's website on: https://investors.nyxoah.com/shareholder-information. The documents are also available at the seat of the Company and can only be consulted by appointment made by e-mail (shareholders@nyxoah.com). Shareholders may also obtain a hard copy of these documents free of charge by sending an e-mail to shareholders@nyxoah.com.
The aforementioned formalities, as well as the instructions on the Company's website and on the proxy voting forms and forms for voting by mail must be strictly observed.
Various
Quorum: There is no particular quorum requirement for the deliberation and voting of the decisions proposed in the agenda of the special shareholders' meeting.
Voting: Each share entitles the holder to one vote.
Majority: In accordance with applicable law, the decisions proposed in the agenda of the special shareholders’ meeting will be adopted if they are approved by a simple majority of the votes validly cast by the shareholders present or represented at the special shareholders’ meeting.
Personal data: The Company is responsible for the processing of personal data that it receives or collects from holders of securities issued by the Company and agents in connection with the Company’s special shareholders’ meeting.
The processing of such data will be carried out for the purpose of organizing and holding the special shareholders' meeting, including convening, registration, attendance and voting, as well as maintaining lists or registers of securities holders and for purposes of analysis of the Company’s securities holders’ base.
The data includes, but is not limited to, the following: identification data, the number and nature of a holder's securities issued by the Company, proxies and voting instructions. This information may also be transferred to third parties for the purpose of assisting or servicing the Company in connection with the foregoing.
The processing of such data will be carried out, mutatis mutandis, in accordance with the Company's privacy notice available on the Company's website: https://www.nyxoah.com/privacy-notice-nyxoah.
The Company draws the attention of holders of securities issued by the Company and agents to the description of the rights they may have as data subjects, such as, inter alia, the right of inspection, the right to rectify and the right to object to processing, which are set out in the section entitled “What rights can you exercise?” of the aforementioned privacy notice.
All this is without prejudice to the applicable rules on registration, use of information and participation in shareholders’ meetings in order to exercise your rights as a data subject. For any other information relating to the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at privacy@nyxoah.com.
The board of directors
Attachment
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