Nicox : Suggested agenda and summary of the resolutions submitted to the approval of the Ordinary shareholder meeting 2023 (translation for information purpose)

NICOX SA

AGENDA AND DRAFT RESOLUTIONS

ORDINARY SHAREHOLDER MEETING

CONVENED ON FEBRUARY 14, 2023

(AND ON SECOND CALL ON FEBRUARY 28, 2023)

Agenda of the ordinary shareholder meeting

• Approval of the plan to transfer the listing of shares issued by the Company from compartment C of the Euronext Paris regulated market to the Euronext Growth Paris multilateral trading system (resolution 1).
• Power for legal formality requirements (resolution 2).

DRAFT RESOLUTIONS

First resolution - Approval of the plan to transfer the listing of shares issued by the Company from compartment C of the Euronext Paris regulated market to the Euronext Growth Paris multilateral trading system

The Shareholder Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having considered the report of the Board of Directors:

1. approves, in accordance with the legal and regulatory provisions in force, and in particular those of Article L. 421-14 of the French Monetary and Financial Code, the proposed transfer of the listing of the shares issued by the Company from compartment C of the Euronext Paris regulated market to the Euronext Growth Paris multilateral trading system within twelve (12) months from the date of this General Meeting;
2. authorizes, therefore, the proposed request for the delisting of the shares issued by the Company from compartment C of the Euronext Paris regulated market and their concomitant admission to trading on the Euronext Growth Paris multilateral trading system (the "Transfer");
3. delegates all powers to the Board of Directors, with the option of sub-delegation under the conditions provided for by law, to carry out the Transfer within a period of twelve (12) months from this General Meeting, subject to the agreement of Euronext Paris, and in particular to request the admission to trading of the Company's shares on the Euronext Growth Paris multilateral trading system and their simultaneous delisting from compartment C of the Euronext Paris regulated market, prepare the information document required under the rules Euronext Growth, choose a Listing Sponsor, give all warranties, make all declarations, carry out all formalities including advertising, and more generally take all necessary measures for the effective completion of the Transfer.

Second resolution - Power for legal formality requirements

The General Meeting grants all powers to the bearer of a copy or an extract of the minutes hereof for the purpose of carrying out the legal formalities.

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