ONWARD Medical Convocation of the 2025 Annual General Meeting of Shareholders and Proposed Resolutions

Rhea-AI Summary

ONWARD Medical, a medical technology company specializing in spinal cord stimulation therapies, has announced its 2025 Annual General Meeting (AGM) scheduled for June 11, 2025, in Amsterdam. The company, trading as ONWD on Euronext and ONWRY on US OTCQX, will present twelve key voting items.

The agenda includes crucial resolutions such as:

• Adoption of 2024 financial accounts
• Compensation policy approval
• Re-appointment of key directors including David Marver and Ian Curtis
• New appointments of Rahma Samow and Robert ten Hoedt
• Authorization for share issuance up to 10% and 50% of capital

The record date is set for May 14, 2025. All AGM materials are available on the company's investor relations website, with US ADR holders receiving notice through Bank of New York Mellon.

Positive

• Potential strategic flexibility with board authorization to issue up to 50% new shares for capital raises
• Board seeking authorization for 10% share issuance capacity for general corporate purposes
• Appointment of new non-executive directors Rahma Samow and Robert ten Hoedt strengthening board expertise

Negative

• Proposed share issuance authority of up to 50% could lead to significant shareholder dilution
• Multiple share issuance proposals (10% + 50%) indicate potential substantial future dilution

EINDHOVEN, the Netherlands, April 30, 2025 (GLOBE NEWSWIRE) -- ONWARD Medical N.V. (Euronext: ONWD and US OTCQX ONWRY), the medical technology company creating innovative spinal cord stimulation therapies to restore movement, function, and independence in people with spinal cord injury (SCI) and other movement disabilities, has today convened the 2025 Annual General Meeting of Shareholders (AGM), which will be held in Amsterdam, the Netherlands, on June 11, 2025.

The resolutions proposed by the Board, to be submitted for adoption at the AGM, are as follows:

• Adoption of the annual accounts over the financial year 2024 (voting item)
  
  
• Implementation of the compensation policy over the financial year 2024 (advisory non-binding voting item)
  
  
• Approval of the compensation policy for the board (voting item)
  
  
• Release of the directors from liability for the exercise of their duties during the financial year 2024 (voting item)
  
  
• Instruction of Ernst & Young Accountants LLP as the Company's external auditor for the financial year 2025 (voting item)
  
  
• Re-appointment of David Lawrence Marver as executive director (voting item)
  
  
• Re-appointment of Ian Curtis as non-executive director (voting item)
  
  
• Appointment of Rahma Samow as non-executive director (voting item)
  
  
• Appointment of Robert Johannes Wilhelmus ten Hoedt as non-executive director (voting item)
  
  
• Delegation of the authority of the board to issue ordinary shares and to grant rights to subscribe for ordinary shares in the capital of the Company for 10% of the Company's issued share capital and to limit or exclude pre-emptive rights in connection therewith (voting item)
  
  
• Delegation of the authority of the board to issue ordinary shares and to grant rights to subscribe for ordinary shares in the capital of the Company for 50% of the Company's issued share capital and to limit or exclude pre-emptive rights in connection with one or more potential capital raises, or for other strategic purposes (voting item)
  
  
• Authorization of the board to acquire ordinary shares in the Company's capital (voting item)
  

The record date for all shareholders to participate at the AGM will be May 14, 2025. The convening notice, the complete agenda, and all relevant detailed information concerning the 2025 AGM, as well as all related AGM materials, are available on the Company’s website in the financial information of the Investors section (www.ir.onwd.com) and made available to shareholders in compliance with legal requirements as of April 30, 2025. US ADR holders (ticker: ONWRY) will receive a corresponding notice from the US depositary bank, Bank of New York Mellon.

About ONWARD Medical

ONWARD Medical is a medical technology company creating therapies to restore movement, function, and independence in people with SCI and other movement disabilities. Building on more than a decade of scientific discovery, preclinical research, and clinical studies conducted at leading hospitals, rehabilitation clinics, and neuroscience laboratories, the Company has developed ARC Therapy, which has been awarded ten Breakthrough Device Designations from the US Food and Drug Administration (FDA). The Company’s ARC-EX System is cleared for commercial sale in the US. In addition, the Company is developing an investigational implantable system called ARC-IM with and without an implanted brain-computer interface (BCI).

Headquartered in the Netherlands, the Company has a Science and Engineering Center in Switzerland and a US office in Boston, Massachusetts. The Company is listed on Euronext Paris, Brussels, and Amsterdam (ticker: ONWD) and its US ADRs can be traded on OTCQX (ticker: ONWRY).

For more information, visit ONWD.com and connect with us on LinkedIn and YouTube.

To be kept informed about the Company’s technologies, research studies, and the availability of therapies in your area, please complete this webform.

For Media Inquiries:
media@onwd.com  

For Investor Inquiries:
investors@onwd.com

Disclaimer  

Certain statements, beliefs, and opinions in this press release are forward-looking, which reflect the Company’s or, as appropriate, the Company directors’ current expectations and projections about future events. By their nature, forward-looking statements involve several risks, uncertainties, and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties, and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors including, but not limited to, delays in regulatory approvals, changes in demand, competition, and technology, can cause actual events, performance, or results to differ significantly from any anticipated development. Forward-looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions, or circumstances on which these forward-looking statements are based. Neither the Company nor its advisers or representatives nor any of its subsidiary undertakings or any such person’s officers or employees guarantees that the assumptions underlying such forward-looking statements are free from errors nor does either accept any responsibility for the future accuracy of the forward-looking statements contained in this press release or the actual occurrence of the forecasted developments. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release.

FAQ

When is ONWRY (ONWARD Medical) 2025 Annual General Meeting and where will it be held?

ONWARD Medical's (ONWRY) 2025 Annual General Meeting will be held on June 11, 2025, in Amsterdam, the Netherlands. The record date for shareholder participation is May 14, 2025.

What are the key voting items at ONWRY's 2025 AGM?

Key voting items include adoption of 2024 financial accounts, approval of compensation policy, appointment of EY as external auditor, re-appointment of directors, and authorization for share issuance up to 10% and 50% of capital.

What share issuance authorities is ONWRY seeking at the 2025 AGM?

ONWRY is seeking two share issuance authorities: one for 10% of issued share capital for general purposes, and another for 50% of issued share capital for potential capital raises or strategic purposes.

Who are the new board appointments proposed at ONWRY's 2025 AGM?

ONWRY proposes to appoint two new non-executive directors: Rahma Samow and Robert Johannes Wilhelmus ten Hoedt. David Lawrence Marver and Ian Curtis are proposed for re-appointment.

How can ONWRY shareholders access the 2025 AGM materials?

Shareholders can access all AGM materials on ONWARD Medical's website in the Investors section (www.ir.onwd.com). US ADR holders will receive notice from Bank of New York Mellon.