Investors

Rules and regulations of the board of directors

The operation of the Company’s Board of Directors is governed by rules of procedure that were updated in April 2024.

These internal rules contain provisions on the following:

• The powers of the Board of Directors. The internal rules stipulate that the Board defines the strategies of the Company’s activities and ensures that they are implemented. Subject to the powers expressly granted to shareholders’ meetings, and within the limits of the corporate purpose, the Board considers any question that is relevant to the proper operation of the Company and decides the Company’s affairs through its resolutions. In particular, the Board rules on the budget, the business plan and, in general, any major transaction. In the event of a difference between a decision of the Board and a MiddleNext recommendation, the Board shall provide an explanation for this difference (according to the “comply or explain” principle).

• The composition of the Board of Directors, in order to ensure and monitor its independence. Thus, the internal rules stipulate that the Company’s Board must have, to the extent possible, at least two independent members. The independence of the directors must be reevaluated annually by the Board on the basis of the criteria set forth in the revised MiddleNext code of September 2021.

• The procedures and conditions for meetings of the Board of Directors. The Internal Rules of Procedure stipulate that, subject to the limits and exceptions provided by law, directors who participate in the meeting via videoconferencing or electronic methods that allow identification and guarantee effective participation, the nature and conditions of which shall be defined by the regulations in force and subject to reservations stipulated by said regulations, shall be deemed present for calculating the quorum and majority. In this respect, it is specified that participation via videoconferencing or electronic methods is not open for Board meetings called for the purpose of establishing the annual financial statements, the consolidated financial statements and the management report.

• The procedures for information to the members of the Board of Directors. In particular, the Internal Rules of Procedure provide for an obligation to regularly inform the directors of the Company’s financial position, about the cash it holds and its financial commitments. It also provides that the Chairman of the Board of Directors must provide Board members with all significant information concerning the company. The internal rules stipulate, for each member of the Board, the right to obtain any information or document the member believes he needs to perform his duties and/or to meet with any of the senior executives of the company outside the presence of the Chair of the Board.

• The list of the decisions for which the Chief Executive Officer must obtain prior approval from the Board. This list includes: decisions to establish operations in international markets or withdraw from foreign sites; significant transactions that could impact the Group’s strategy or modify its financial structure or scope of activity; the acquisition or sale of stakes in other companies; all transactions covering assets, securities or stocks; the acquisition or sale of real estate; the granting of sureties on corporate assets, or obtaining loans in excess of €150,000.

• Principles for allocating directors’ compensation. For the distribution of directors’ compensation, the Board may take into consideration the activity of the directors, attendance of members at Board meetings.

• A restatement of the confidentiality obligations;

• A restatement of the legal obligation for members of the Board of Directors to hold their shares in registered form;

• The declaration procedures for transactions executed by the directors and their relatives in securities of the Company, which stipulates an obligation for Board members and chief executive officers to declare in writing each of the transactions they, or their families, have executed in securities of the Company to the French Autorité des Marchés Financiers, within five trading days, in accordance with the procedures and force;

Recommendations to prevent insider trading

In addition, the Board of Directors adopted, for its employees and officers, recommendations to prevent insider trading in the Company. These recommendations contain a list of precautions to take to preserve the confidentiality of sensitive information; a general obligation to abstain if privileged information is held, and a specific obligation to refrain from executing any transaction in Nicox financial instruments (or financial instruments related to Nicox securities) for thirty calendar days before, and one day after, the publication of the annual and interim results and fifteen calendar days before, and one day after, the publication of quarterly financial information.

Importance of social, societal and environmental issues

We have put in place procedures governing the way we conduct our activities, in particular to ensure men and women equality, the inclusion and the prevention of corruption. We have reviewed the statements of our suppliers regarding men and women equality, the inclusion and the prevention of corruption, and the vast majority of our subcontractors have policies in place in these areas. Nicox outsources the implementation of the development of its compounds (synthesis, formulation and manufacture of molecules and products, non-clinical studies and clinical trials). In our offices, we have implemented sustainable development initiatives. Although we have little influence on the environmental policies of our subcontractors due to the size of our Company, we review and consider these aspects for our main suppliers, including in their selection. Our key subcontractors declare that they have a policy to reduce their environmental impact, and those that have not implemented it have committed to doing so in the short term. Some of our subcontractors have been assessed by environmental rating agencies, obtaining high scores, and others provide reports in line with international sustainability assessment standards. Some suppliers have provided us with detailed reports on their progress in certain key areas.