Exhibit 99.1
To the shareholders of
NLS Pharmaceutics Ltd., Zurich, Switzerland
Zurich, June 5, 2024
Invitation to the
Ordinary Shareholders’ Meeting of NLS Pharmaceutics Ltd., Zurich, Switzerland
Dear Shareholder,
The board of directors of NLS Pharmaceutics Ltd. (the “Board of Directors”), with registered office at The Circle 6, 8058 Zurich, Switzerland (the “Company”) is pleased to invite you to the ordinary shareholders’ meeting of the Company. The shareholders’ meeting will be held as follows:
| - | Date: | June 27, 2024 | |
| - | Doors open: | 3.45 pm (CET) | |
| - | Meeting time: | 4.00 pm (CET) | |
| - | Place: | At the premises of the Company, The Circle 6, 8058 Zurich, Switzerland. |
The agenda items to be voted on, the voting instructions and the appendices mentioned herein are provided below:
The agenda items and proposals of the Board of Directors are as follows:
| 1. | Election of the independent proxy |
Proposal
The Board of Directors proposes to elect KBT Treuhand AG Zürich, Kreuzplatz 5, 8032 Zurich, Switzerland (represented by David Maillard), as independent proxy until the next annual ordinary shareholders’ meeting.
| 2. | Approval of the statutory financial statements of the Company for the business year 2023 |
Proposal
The Board of Directors proposes the approval of the statutory financial statements of the Company for the business year 2023.
| 3. | Advisory Vote Compensation Report 2023 |
Proposal
The Board of Directors proposes, based on an advisory vote, the approval of the compensation report for the business year 2023.
| 4. | Appropriation of the Balance Sheet Results 2023 |
Proposal
The Board of Directors proposes that the shareholders approve that the net loss of CHF 12,850,303 for the business year 2023 is added to the loss brought forward of CHF 23,304,753 resulting in a new balance of loss brought forward of CHF 36,155,056.
| 5. | Discharge of the Members of the Board of Directors and the Executive Management |
Proposal
The Board of Directors proposes that the shareholders grant discharge to each member of the Board of Directors and of the Executive Management from liabilities for their activities for the business year 2023.
| 6. | Re-election of the members of the Board of Directors |
Proposal
The Board of Directors proposes to re-elect Ronald Hafner as Chairman of the Board of Directors and to re-elect Alexander Zwyer, Gian-Marco Rinaldi Diaz de la Cruz, Audrey Greenberg, Claudio Bassetti and Florence Allouche as members of the Board of Directors for a term lasting until the next annual ordinary shareholders’ meeting.
| 7. | Re-election of the members of the Compensation, Nomination and Governance Committee |
Proposal
The Board of Directors proposes that Ronald Hafner and Gian-Marco Rinaldi Diaz de la Cruz shall be re-elected as members of the Compensation, Nomination and Governance Committee for a term lasting until the next annual ordinary shareholders’ meeting.
| 8. | Election of the Auditor (conditional agenda item) |
Proposal
Based on the condition that an audit company under state oversight in terms of the Auditor Oversight Act of December 16, 2005 (“staatlich beaufsichtigtes Revisionsunternehmen”) confirms its mandate by the time this agenda item is discussed at the Ordinary Shareholders’ Meeting, the Board of Directors proposes that the respective audit company under state oversight be elected as the new auditor of the Company in accordance with Art. 727b of the Swiss Code of Obligations for the a term of office lasting until the next ordinary shareholders’ meeting.
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| 9. | Compensation for the Members of the Board of Directors and Executive Management |
| 9.1 | Approval of the maximum aggregate amount of the fixed compensation of the Board of Directors for the previous term of office |
Proposal
The Board of Directors proposes the approval of the maximum aggregate amount of CHF 200,000 (cash base compensation including all applicable social security contributions) for the fixed compensation of the members of the Board of Directors for the previous term of office from the previous ordinary shareholders’ meeting held on June 30, 2023, until this ordinary shareholders’ meeting.
| 9.2 | Approval of the maximum aggregate amount of the fixed compensation of the Board of Directors for the following term of office |
Proposal
The Board of Directors proposes the approval of the maximum aggregate amount of CHF 220,000 (cash base compensation including all applicable social security contributions) for the fixed compensation of the members of the Board of Directors for the following term of office lasting until the next ordinary shareholders’ meeting.
| 9.3 | Approval of the maximum aggregate amount of the equity compensation of the Board of Directors for the following term of office |
Proposal
The Board of Directors proposes the approval of the grant of equity or equity linked instruments with maximum aggregate amount of CHF 444,000 (equity or equity linked instruments including all applicable social security contributions) for the compensation of the members of the Board of Directors for the following term of office lasting until the next ordinary shareholders’ meeting.
| 9.4 | Approval of the maximum aggregate amount of the fixed compensation of the Executive Management for the financial year 2025 |
Proposal
The Board of Directors proposes the approval of the maximum aggregate amount of CHF 2,026,000 (cash compensation including all applicable social security contributions) for the fixed compensation of the members of the Executive Management for the financial year 2025.
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| 9.5 | Approval of the maximum aggregate amount of the variable compensation of the Executive Management for the financial year 2025 |
Proposal
The Board of Directors proposes the approval of the maximum aggregate amount of CHF 691,000 (cash compensation including all applicable social security contributions) for the variable compensation of the members of the Executive Management for the financial year 2025.
| 9.6 | Approval of the maximum aggregate amount of the equity compensation of the Executive Management for the financial year 2025 |
Proposal
The Board of Directors proposes the approval of the grant of equity or equity linked instruments with maximum aggregate amount of CHF 991,000 (equity or equity linked instruments including all applicable social security contributions) for the members of the Executive Management for the financial year 2025.
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[voting instructions and appendices follow]
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Voting Instructions:
Please note the following instructions with respect to the participation in the ordinary shareholders’ meeting:
| 1. | Voting rights |
Shareholders who are entered in the shareholder register maintained by our transfer Agent, VStock Transfer, LLC as of June 5, 2024, 11:59 pm CEST (recording date), are entitled to participate personally or be represented as provided for herein in order to exercise their shareholder rights with respect to this ordinary shareholders’ meeting.
During the period from June 6, 2024, until and including June 27, 2024, no entries of shares will be made in the shareholder register. Shareholders who sell part or all of their shares before this ordinary shareholders’ meeting are no longer entitled to vote to that extent. They are asked to return or to exchange their voting material.
| 2. | Personal Participation or Representation |
Shareholders are kindly requested to return to NLS Pharmaceutics Ltd., Elena Thyen (CFO) per postal mail (The Circle 6, 8058 Zurich, Switzerland) or e-mail (etp@nls-pharma.com) the attached registration form (Appendix 1) duly completed and signed latest until June 22, 2024 (received by 11:59pm CEST).
| 3. | Representation |
In the event that you do not intend to participate personally in this ordinary shareholders’ meeting, you may be represented by the independent proxy, KBT Treuhand AG Zürich, Kreuzplatz 5, 8032 Zurich, Switzerland (represented by David Maillard) or a third party (who need not to be a shareholder). The respective draft power of attorney (proxy card) (“Proxy Card”) is attached as Appendix 2.
The independent proxy will be physically present at this ordinary shareholders’ meeting to vote on behalf of the shareholders who issued instructions to him. If the independent proxy cannot be present, the Board of Directors will appoint a new independent proxy. The powers of attorney granted to the independent proxy will also be valid for any new independent proxy appointed by the Board of Directors. In order to authorize the independent proxy, the shareholders may vote by returning the marked, signed and dated Proxy Card by e-mail or mail in line with the instructions given therein, or by voting on the internet (go to http://www.vstocktransfer.com/proxy, click on Proxy Voter Login and log-on using the control number provided in the Proxy Card). Voting instructions must be given no later than June 26, 2024 (received by 11:59pm EDT).
If you opt to be represented by a third party (who need not be a shareholder), the completed and wet ink signed Proxy Card should be sent directly to the address of your designated representative. Such designated representative may only cast your vote by providing the original wet ink signed Proxy Card at the ordinary shareholders’ meeting which explicitly names the third party as your designated representative.
With the representation by the independent proxy or a third party, a shareholder has no additional right of physical attendance at the ordinary shareholders’ meeting.
| 4. | Documents |
As of June 6, 2024, the statutory financial statements and the compensation report including the report of statutory auditors, for the financial year 2023 can be accessed on our website at: https://nlspharma.com/investors/financial-information/.
All documents have likewise been laid out for inspection at the headquarters of the Company.
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| Yours sincerely, | |
| On behalf of the Board of Directors of NLS Pharmaceutics Ltd. | |
| /s/ Ronald Hafner | |
| Ronald Hafner | |
| Chairman of the Board | |
| Appendices: | |
| Appendix 1: Registration Form; and | |
| Appendix 2: Proxy Card. | |
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REGISTRATION FORM
ANNUAL ORDINARY SHAREHOLDERS’
MEETING
NLS PHARMACEUTICS AG (CHE-447.067.367)
TO BE RETURNED TO NLS PHARMACEUTICS AG, DULY COMPLETED AND SIGNED AS PROVIDED IN THE INVITATION DATED June 5, 2024, LATEST BY June 22, 2024 (RECEIVED BY 11:59PM CET).
The annual ordinary shareholders’ meeting of NLS Pharmaceutics AG will be held as follows:
| - | Date: | Thursday, June 27, 2024 | |
| - | Doors open: | 3.45 pm (CET) | |
| - | Meeting time: | 4.00 pm (CET) | |
| - | Place: | At the premises of NLS Pharmaceutics AG at The Circle 6, 8058 Zurich, Switzerland |
Select one of the two options:
| ☐ | Yes, I will be personally present at the annual ordinary shareholders’ meeting of NLS Pharmaceutics AG; or |
| ☐ | No, I will be unable to attend the annual ordinary shareholders’ meeting of NLS Pharmaceutics AG personally and wish to give my power of attorney by completing the proxy form enclosed to and based on the instructions provided in the invitation dated June 5, 2024. |
| Date and place: | ||
| Name: | ||
| Signature: |
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