Pryme N.V. — AGM Information 2022

Nov 11, 2022

MINUTES of the Extraordinary General Meeting of shareholders (the "General Meeting" or "EGM") of Pryme N.V., a public company under the laws of the Netherlands, having its seat in Kapelle, the Netherlands, registered in the Dutch trade register with number 75055449, hereinafter referred to as: the "Company", as held in the Company's offices at Fascinatio Boulevard 220, 3065 WB Rotterdam, the Netherlands, on November 11th, 2022 at 10:00 hours CET (the "Meeting").

1. Opening of the Extraordinary General Meeting

The Meeting was opened by Henning E. Jensen, chairman of the Company's supervisory board, at 10.03 hours CET.

The chairman welcomed the other attendees at the Meeting and designated Mr. René de Graaf, corporate secretary of the Company, as the secretary of the Meeting.

Those furthermore present were Mr. Michiel Kool, member of the supervisory board of directors, and Mr. Christopher Hervé, CEO and member of the management board.

The chairman recorded that no depositary receipts for shares in the capital of the Company carrying the right to attend meetings have been issued. He also recorded that no shares have been encumbered with a right of pledge or a right of usufruct.

The chairman recorded that the sole shareholder of the Company, DNB Bank ASA, was present by proxy and that therefore 100% of the issued capital was represented at the Meeting. Valid resolutions can therefore be passed on all scheduled topics to be discussed and decided at the Meeting. The chairman recorded that the Company holds no shares in its own capital and that the entire issued capital represents 32,963,822 shares each carrying one vote.

Mr. René de Graaf, corporate secretary of the Company, was given a proxy by DNB Bank ASA (the "Proxy") to attend the Meeting and to vote on its behalf in accordance with the voting instructions in the Proxy.

The voting instructions in the Proxy were given in accordance with the instructions in the proxies that DNB Bank ASA has received from the beneficiaries of the Company's shares who are registered in the Norwegian Central Securities Depository (Euronext Securities Oslo - "ESO", formerly Verdipapirsentralen - "VPS"). DNB Bank ASA abstains from voting for the shares (represented as "abstentions" or "blank votes" in the resolutions below) for which it has not received a voting instruction.

The chairman recorded that the Meeting was called with observance of the applicable provisions of the law and the Company's articles of association.

The chairman then moved to the agenda and informed the Meeting that Mr. Manuel Althoff has advised the supervisory board today of his decision for personal reasons to withdraw from his proposed appointment as director (in Dutch: statutair bestuurder) and member of the management board of the Company. The chairman also advised the Meeting that on the basis of this information the supervisory board has decided to revoke its binding nomination to the General Meeting for the appointment of Mr. Althoff equally today. The supervisory board regrets Mr. Althoff's decision but respects it for Mr. Althoff's personal reasons. The chairman addressed that an appointment of Mr. Althoff as director and member of the management board against his own will cannot be put into effect and cannot serve the interests of the Company or those of Mr. Althoff. On this basis, the chairman decided to remove agenda item 5 from the agenda for the Meeting.

2. Information regarding the Company's plan for complying with the EU Central Securities Depositories Regulation ("CSDR") (discussion)

The chairman moved to the next item on the agenda and addressed the topic of the implications for the Company of the implementation of the EU Central Securities Regulation ("CSDR") in Norway through provisions in the New Norwegian Central Securities Act.

The shares in the capital of the Company are admitted to trading on Euronext Growth Oslo. Currently, the shares are traded in the form of depository receipts that represent the beneficial interests in the underlying shares ("SDRs"). The SDRs are governed by Norwegian law and are registered in the ESO register (previously called VPS register) in book entry form under the name of a "share" and are traded in the form of SDRs as "shares in Pryme N.V.". The Company's ESO Registrar is DNB Bank ASA ("DNB") and as such DNB is the holder of the underlying shares. DNB as ESO Registrar registers the beneficial interests representing the shares in the ESO register. Consequently, DNB as ESO Registered as shareholder in the Company's Dutch shareholders' register. Today, DNB represents the holders of the Pryme SDRs through facilitating the voting on the SDRs as if they were shares in Pryme N.V.

In conjunction with the implementation of the CSDR in Norway, the structure described above is no longer admissible or acceptable as of December 31, 2022. The CSDR principles dictate that the current recording method where DNB is recorded as holder of the shares in the Company's Dutch shareholder register and based on this the shares are recorded in the book entry system of Euronext Securities Oslo is no longer allowed.

Consequently, the Company will need to convert to a model of primary recording whereby DNB acts as registrar on behalf of the Company in all matters relating to the Norwegian Central Securities Depository (Euronext Securities Oslo - "ESO", formerly Verdipapirsentralen -"VPS"), which provides services for the settlement of transactions in securities and the registration of ownership rights over securities. In this respect DNB acts as intermediary between ESO and the Company and acts as a record keeper on behalf of the investors for whose benefit the shares are registered in the book entry system of Euronext ESO (the ESO Register). Euronext ESO will act as the Company's primary central securities depository. As such the shares will be transferred to Euronext ESO for admission in the ESO Register and the shareholders of the Company will hold the shares in dematerialized form. The necessary documents for the transitioning to the new model of primary recording of shares have been agreed with Euronext ESO and DNB and, subject to amendment of the Company's articles of association as proposed under agenda item 3 for necessary revisions in connection with the transitioning to a model of primary recording, these will be concluded before 31 December 2022.

There being no further matters to discuss, the chairman moved to the next item on the agenda.

3. Amendment (partial) of the Company's articles of association and authorization to execute the deed of amendment (voting item)

The chairman addressed the proposal to partially amend and change the articles of association in accordance with the draft notarial deed of amendment of the articles of association drawn up by Houthoff Coöperatief U.A. ("Houthoff"), as made available for inspection on October 27, 2022 at the offices of the Company and as published on the Company's website www.pryme-cleantech.com on that same day.

The chairman explained that the main proposed changes are related to the implementation of the CSDR in Norway. There are also other changes that have been included as general improvements and for improved clarity and governance.

The proposal to amend the articles of association has been approved by the supervisory board, pursuant to the Company's current articles of association.

The chairman furthermore explained that upon approval by the General Meeting, these amendments to the articles of association will be implemented by the execution of a notarial deed of amendment of the articles of association.

This agenda item also includes the authorization of each member of the supervisory board and the management board as well as each of the employees of the law firm Houthoff, to execute and sign the notarial deed of the amendment of the articles of association in which the proposed amendments will be laid down and further to sign any documents, notices, acknowledgements and statements and to perform any and all other acts as may be necessary, expedient or useful to implement the foregoing (including a deed of rectification of the aforementioned deed of amendment of the articles of association), with the right of substitution.

The chairman put the proposal under agenda item 3, to partially amend and change the articles of association in accordance with the draft notarial deed of amendment of the articles of association drawn up by Houthoff and the authorization of each member of the supervisory board and the management board as well as each of the employees of the law firm Houthoff, to execute and sign the notarial deed of the amendment of the articles of association, to a vote and it was established that the General Meeting adopted the proposal as follows:

Overview votes
In favour, and as a percentage of total votes cast	22,286,296	100 %
Against	O	0%
Abstain	0	0%
Blank	0	0%
Total votes cast, and as a percentage of all shares	22,286,296	67.6 %

4. Appointment of Mr. Boudewijn van Vliet as supervisory board member (voting item)

The chairman addressed the proposal to appoint Mr. Boudewijn Rogier van Vliet as member of the supervisory board and to serve for a period until the annual general meeting to be held in 2026 as a non-independent supervisory director. Mr. Van Vliet has submitted his resignation from the Company's management board, conditional on the General Meeting's appointment proposed in this agenda item 4.

Upon adoption of this agenda item, the supervisory board will consist of Henning E. Jensen (independent chair), Willem Michiel Kool (independent vice-chair), Jan Willem Muller (nonindependent member) and Boudewijn Rogier van Vliet (non-independent member). The nonindependent supervisory board members are representatives of the Company's two largest shareholders, both of which hold in excess of 20% of the Company's shares as per the date of the EGM.

The chairman recorded that none of the persons present wished to address the Meeting on this subject any further and put the proposal to appoint Mr. Boudewijn Rogier van Viet as member of the supervisory board and to serve for a period until the annual general meeting to be held in 2026 as a non-independent supervisory director, to a vote and it was established that the General Meeting adopted the proposal as follows:

Overview votes
In favour, and as a percentage of total votes cast	22,286,296	100 %
Against	0	0%
Abstain	O	0%
Blank	0	0%
Total votes cast, and as a percentage of all shares	22,286,296	67.6%

5. Appointment of Mr. Manuel Althoff as director to the management board and the granting of the title of CFO (voting item)

This agenda topic was removed from the agenda of the Meeting as explained by the chairman under agenda item 1 and consequently it was not addressed at the Meeting and not put to a vote.

6. Any other business

The chairman recorded that the General Meeting has adopted the resolutions under agenda item 3 and agenda item 4 as proposed.

Closing 7.

There being no further matters to discuss, the chairman closed the Meeting at 10:19 hours.

TO CERTIFY THAT THESE ARE THE TRUE MINUTES:

Name: Henning E. Jensen Title: chairman of the Meeting Date: 11 November 2022

Name: René de Graaf secretary of the Meeting Title: Date: 11 November 2022