AGM Information • Jun 4, 2024
AGM Information
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PROTOCOL of the Annual General Meeting of shareholders (the "General Meeting") of Pryme N.V., a public limited liability company under the Netherlands, having its seat in Rotterdam, 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 June 4th, 2024 at 15:00 CEST (the "Meeting").
The Meeting was opened by Henning E. Jensen, chairman of the Company's supervisory board (the "Supervisory Board") at 15:00 CEST on June 4th, 2024.
The chairman welcomed the other attendees at the Meeting and designated Mr. René de Graaf, General Counsel of the Company, as the secretary of the Meeting.
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 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 Company holds no shares in its own capital and that the entire issued capital represents 50,547,622 shares, each carrying one vote.
Referring to the notice and agenda for the Meeting and notably its Appendix 2 (proxy form), the chairman registered the attending shareholders, either attending by advance vote or represented by proxy. No shareholder votes were physically represented in the AGM in addition to the advance and proxy votes. 37,670,068 share votes were represented at the Meeting, equal to 74,52 % of the total number of shares with voting rights in the Company. A record of represented shareholder votes is attached to the minutes as Attachment 1. No objections were made to the record. Valid resolutions can therefore be passed on all scheduled topics to be discussed and decided at the Meeting.
From the Company, in addition to Mr. Jensen and Mr. Michiel Kool, vice-chair of the Supervisory Board, Mr. Christopher Hervé, CEO and Managing Director, and Mr. Frans Vollering, CFO, attended the Meeting.
The chairman then moved to the agenda as follows:
The chairman addressed the Company's 2023 annual report (the "2023 Annual Report") signed by the Company's Managing Director and Supervisory Board members dated and published on May 3rd, 2024 and accessible on the Company's website and available at the Company's offices.
The 2023 Annual Report includes the 2023 consolidated financial statements, the 2023 parent company financial statements, the remuneration report (as part of the governance report) and the proposal for the allocation of the 2023 financial year. The Company's financial result for the year 2023 was a loss of Euro 15.410.995. It is proposed that the loss be transferred to the
Company's general reserves as proposed in the 2023 Annual Report. Consequently, it is proposed that the Company shall declare no dividend.
The chairman put the proposals under agenda item 2 to separate votes as follows:
The General Meeting adopted the proposals as follows:
Voting item 2 i.
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 37,670,068 | 100% |
| Against | 0 | O |
| Abstain | 0 | O |
| Blank | 0 | O |
| Total votes cast | 37,670,068 | 100% |
Voting item 2 ii.
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 37,630,068 | 99.894% |
| Against | 40,000 | 0.106% |
| Abstain | O | O |
| Blank | O | 0 |
| Total votes cast | 37,670,068 | 100% |
Voting item 2 iii.
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 37,670,068 | 100% |
| Against | 0 | O |
| Abstain | 0 | O |
| Blank | 0 | O |
| Total votes cast | 37,670,068 | 100% |
The chairman addressed the proposal to discharge the former and current members of the Company's management board (the "Management Board") and the current members of the Supervisory Board and put it to the vote as follows:
"The General Meeting discharged the former and current members of the Management Board and the current members of the Supervisory Board, in accordance with Dutch law, from liability in respect of the performance of their respective duties during the 2023 financial year. This discharge was made on the basis of information provided to the General Meeting and other information publicly available when the resolution to discharge was adopted."
The General Meeting adopted the proposal as follows:
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 37,670,068 | 100% |
| Against | 0 | O |
| Abstain | 0 | 0 |
| Blank | O | 0 |
| Total votes cast | 37,670,068 | 100% |
The chairman addressed the proposal to re-appoint the Company's external auditor and put it to the vote as follows:
"The General Meeting re-appointed Mazars N.V. as the Company's auditor for the 2024 financial year."
The General Meeting adopted the proposal as follows:
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 37,630,068 | 99.894% |
| Against | 40,000 | 0.106% |
| Abstain | O | O |
| Blank | O | O |
| Total votes cast | 37,670,068 | 100% |
The chairman addressed and proposed that the General Meeting supports that the Company adopts the guidelines for remuneration of Management Board members, senior executives and other staff as articulated in Appendix 3 of the notice and agenda for the Meeting. It is proposed that these guidelines shall be valid for a period until the Company's 2026 annual general meeting of shareholders.
The chairman recorded that none of the persons present wished to address the Meeting on this topic any further and put the proposal to the vote as follows:
"The General Meeting supported adoption of the guidelines for remuneration of management board members, senior executives and other staff for their application until the 2026 annual general meeting of shareholders."
The General Meeting adopted the proposal as follows:
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 37,630,068 | 99.894% |
| Against | 40,000 | 0.106% |
| Abstain | O | O |
| Blank | 0- | O |
| Total votes cast | 37,670,068 | 100% |
The chairman addressed and proposed that the General Meeting approve the 2024 Long-Term Incentive Plan for the period from June 40, 2024 until the Company's 2025 annual general meeting as set forth in Appendix 1 of the notice and agenda for the Meeting. The chairman then put the proposal to the vote as follows:
"The General Meeting approved the 2024 Long-Term Incentive plan as proposed."
The General Meeting adopted the proposal as follows:
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 37,630,068 | 99.894% |
| Against | 40,000 | 0.106% |
| Abstain | 0 | 0 |
| Blank | O | O |
| Total votes cast | 37,670,068 | 100% |
There were no topics under this agenda item.
There being no further matters to discuss, the chairman closed the Meeting at 15:15 on June 40, 2024.
Name: Henning E. Jensen Title: chairman of the Meeting Date: June 4th, 2024
Name: René de Graaf Title: secretary of the Meeting Date: June 4th, 2024
ISIN:
NL00150005Z1, Pryme N.V.
AGM Date:
June 4th, 2024
| Number of shares registered in Euronext Securities Oslo on record date May 28th, 2024 |
50,547,622 | |
|---|---|---|
| Number of shares voted for by beneficial shareholders | 37,670,068 | 74.52% |
| Number of shares for which voting in person at the meeting | 0 | 0% |
| Broker non-votes * | 12,877,554 | 25.48% |
| Treasury shares | 0 | 0% |
| Total number of shares registered in Euronext Securities Oslo represented by proxy votes and/or present at the meeting ** |
37,670,068 | 74.52% |
* the number of shares for which no proxy voting instructions are received from the beneficial investors.
** excl. treasury shares
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