Repositioning of shares

The U.S. Shares are identified by CUSIP B6S7WD 106. These shares are reflected in the U.S. component of Nyxoah’s share register that is maintained by Computershare and are tradable on Nasdaq, with settlement in DTC.

The European Shares are identified by ISIN BE0974358906. These shares are reflected in the Belgian component of Nyxoah’s share register that is maintained by Euroclear Belgium and are tradable on Euronext Brussels, with settlement in Euroclear.

Holders of both U.S. Shares and European Shares are treated equally and are entitled to identical voting and economic rights. Hence, the U.S. Shares and the European Shares have the same dividend entitlement and are fully fungible. However, the U.S. Shares are denominated in USD and are eligible to receive dividends in USD, as opposed to the European Shares, which are denominated in EUR and are eligible to receive dividends in Euros.

Nyxoah Shares are listed on both Nasdaq and on Euronext Brussels. However, unless otherwise restricted, only the U.S. Shares may be traded on Nasdaq and only the European Shares may be traded on Euronext Brussels. Holders of Nyxoah shares may reposition their shares from one component of the share register to the other after completing a simple procedure for repositioning.

Shareholders who wish to reposition their shares from one listing exchange to the other must contact their financial intermediary or custodian, who should in turn contact Euroclear Belgium (Nyxoah’s Belgian transfer and clearing agent, if they currently hold shares listed on Euronext Brussels) or Computershare (Nyxoah’s U.S. transfer and clearing agent, if they currently hold shares traded on Nasdaq). Euroclear Belgium and Computershare are responsible for providing assistance. For questions about managing your account, repositioning your Nyxoah Shares or paying any associated fees, please contact your financial intermediary or custodian.

This procedure for repositioning (from European Shares into U.S. Shares or vice versa) should normally be completed within three trading days, but this timing cannot be guaranteed by Nyxoah. Based on this timing and the expected timing for settlement in the case of a purchase or sale, investors may be able to buy and sell their shares on either Euronext Brussels or Nasdaq without delay. In the framework of corporate events (including the payment of dividends or shareholders’ meetings), Nyxoah may suspend the repositioning of shares between both markets for a period of time. In such case, Nyxoah will inform its shareholders about such event on its website. As mentioned above, Nyxoah cannot guarantee how long it will take to complete the repositioning or settlement process and recommends that you allow sufficient time for such processes to be completed before trading.

Retail investors who wish to reposition their shares must contact their financial intermediary or custodian, who should in turn contact Euroclear Belgium, Nyxoah’s Belgian transfer agent, or Computershare, Nyxoah’s U.S. transfer agent. Euroclear Belgium and Computershare are responsible for providing assistance. For questions about managing your account, please contact your financial intermediary.

Professional investors who wish to reposition their shares must contact their financial intermediary or custodian, who should in turn contact Euroclear Belgium, Nyxoah’s Belgian transfer agent, or Computershare, Nyxoah’s U.S. transfer agent. Euroclear Belgium and Computershare are responsible for providing assistance. For questions about managing your account, please contact your financial intermediary.

To reposition your Nyxoah shares from Euronext Brussels to Nasdaq, you will need to be able to take delivery of your shares in the U.S. This means that you either need a U.S. securities account or the ability to hold a DRS position on the register as managed by Computershare, Nyxoah’s U.S. transfer agent. Please contact your financial intermediary to make the necessary arrangements to enable you to reposition your shares.

To reposition your Nyxoah shares from Nasdaq to Euronext Brussels, you will need to be able to take delivery of your shares in Europe. This means that you either need a European securities account or an account with a financial institution that has an account, either directly or indirectly through one or more financial intermediaries, with Euroclear Belgium, Nyxoah’s Belgian transfer agent. Please contact your financial intermediary to make the necessary arrangements to enable you to reposition your shares.

Investors must ask their financial intermediary about possible handling fees associated with the repositioning of shares and possible additional costs associated with holding and trading U.S. Shares through a U.S. securities account, or, as the case may be, holding and trading European Shares through a European securities account.

The repositioning of European Shares into U.S. Shares, or vice versa, is not expected to have any material U.S. income tax consequences (assuming (i) Nyxoah is not treated as a “Passive Foreign Investment Company” (or “PFIC”) for U.S. federal income tax purposes, or (ii) if Nyxoah is treated as a PFIC, its shares are “regularly traded” (within the meaning of applicable U.S. Treasury Regulations) on such exchange) and should, in principle, not have any material Belgian income tax consequences either (assuming that the repositioning does not constitute a realization of the relevant Shares).

Shareholders are encouraged to consult their tax advisor regarding the tax treatment of their investment in Nyxoah shares before repositioning their shares.

Belgian tax resident shareholders (i.e. shareholders that are not treated as a “United States Person” within the meaning of the U.S. Internal Revenue Code of 1986, as amended) that reposition their shares are expected to be taxed in the same manner following the repositioning as before the repositioning with respect to any dividends received on their Nyxoah shares.

A Belgian tax resident shareholder that holds U.S. Shares may be subject to Belgian withholding tax, which, in principle, would be levied by Nyxoah on the dividends received.

In principle, this Belgian withholding tax will be the final taxation on the dividend for Belgian tax resident individuals who hold these shares as part of their private estate and for legal entities subject to the Belgian legal entities income tax. However, for certain investors, such as Belgian tax resident companies subject to Belgian corporate income tax and Belgian resident individuals who acquire and hold the shares for professional purposes, this Belgian withholding tax, in principle, will not be the final tax imposed on the dividend, and they will still need to declare the dividend income.

Shareholders are encouraged to consult their tax advisor regarding the tax treatment of their investment in Nyxoah shares before repositioning their shares.

The U.S. Shares may be traded and sold on Euronext Brussels after completing the procedure for repositioning into European Shares. To effect such a repositioning, investors may send a request to their financial intermediary. Please see Question 3 above, noting the timings for the completion of a repositioning transaction.

The European Shares may be traded and sold on Nasdaq after completing the procedure for repositioning into U.S. Shares. To effect such a repositioning, investors may send a request to their financial intermediary. Please see Question 3 above, noting the timings for the completion of a repositioning transaction.