Pryme N.V.

AGM Information • Apr 9, 2024

PROTOCOL of the Extraordinary General Meeting of shareholders (the "General Meeting") of Pryme N.V., a public company under the laws of 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 April 9th, 2024 at 10:00 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 10.00 CET on April 9th, 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 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 48,386,416 shares, each carrying one vote.

Referring to the notice and agenda for the Meeting and notably its Appendix 1, the proxy form, the chairman recorded that 35,65,298 shareholders have submitted a proxy via DNB Bank ASA in accordance with the instructions for giving a proxy as set out in the proxy form (each a " Proxy" and together the "Proxies") and each giving him the right to attend and vote on their behalf in accordance with their voting instructions for an aggregate number of 35,655,298 shares and that therefore 73.69% 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 then moved to the agenda as follows:

2. 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 March 25th, 2024 at the offices of the Company and as published on the Company's website www.pryme-cleantech.com on that same day.

The chairman elaborated that the proposed amendment of the articles of association will enable the appointment of a third non-independent supervisory board member, as proposed under agenda item 6, without the need to appoint a third independent supervisory board member to preserve the voting majority independence of the supervisory board. The articles of association are proposed amended by removing the requirement that at least half of the supervisory board members must be independent. Furthermore, it is proposed that the articles of association will assign the chair of the supervisory board a double vote in respect of voting items of the supervisory board. The casting vote of the supervisory board in the case of a tie vote will remain unchanged in the articles of association. These amendments will, if approved by the General Meeting, preserve and fortify the independent supervisory board members' voting majority in decisions of the supervisory board without the need to expand the number of independent members on the supervisory board.

The proposal to amend the articles of association has been approved by the supervisory board in accordance with the Company's current articles of association.

The chairman furthermore addressed 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 in which the amendments of the articles of association are laid out.

This agenda item also includes the authorization to 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.

The chairman put the proposals under agenda item 2 to the vote as follows:

• The proposed amendment of the articles of association is approved. (i) =
• (ii) The proposed granting of the authorization to each member of the supervisory board and the management board as well as each of the employees of the law firm Houthoff is approved.

Overview votes
In favor, and as a percentage of total votes cast	35,655,298	100.00%
Against, and as a percentage of total votes cast	O	0.00%
Abstain, and as a percentage of total votes cast	O	0.00%
Blank, and as a percentage of total votes cast	O	0.00%
Total votes cast, and as a percentage of all shares	35,655,298	73.69%

The chairman recorded that the General Meeting has adopted the resolutions under agenda item 2 as proposed, with the votes cast as set out in the table above and in compliance with the quorum and majority requirements.

3. Increase of share capital by way of a Private Placement and exclusion of pre-emptive rights (voting item)

The chairman addressed the proposal to execute a capital increase through a private placement of new shares with gross proceeds in the aggregate amount of EUR 12.0 million (the "Private Placement"), as described in the explanatory notes to the notice and agenda for Meeting.

Taking into account regulatory limitations regarding public offers and to facilitate a speedy and efficient process, the Private Placement was privately negotiated and offered only to the Company's largest shareholders and certain other large investors, with a minimum required subscription amount of EUR 100,000. The Company has offered all current shareholders holding more than 5% of the Company's issued share capital the possibility to participate in the Private Placement.

The process resulted in the announcement of the completion of the Private Placement on March 25th, 2024. The subscription price for each new share in the Private Placement was set at EUR 0.9469, being the equivalent of NOK 11.00. The applied exchange rate represents the official exchange rate from the Norwegian Central Bank, Norges Bank, for the last workday prior to the day of the submission of the subscriptions (NOK:EUR= 11.6170). The total number of shares proposed allocated to the investors in the Private Placement by the Company is 12,672,933 (the "Private Placement Shares"). The date for payment of the Private Placement Shares is expected to be on or about April 114, 2024 and the Private Placement Shares are expected to be delivered to the investors' VPS accounts on or about April 16th, 2024. The Private Placement Shares will be issued at a par value of EUR 0.05 each in accordance with the Company's articles of association. The amount exceeding the aggregate par value of the Private Placement Shares will be accounted for as equity share premium (in Dutch: niet-bedongen agio) in the Company's financial records.

The investors that have been allocated shares in the Private Placement, subject to approval of the General Meeting, are Taranis Investment Limited (10,620,777 shares), Stichting Multistrat (1,056,078 shares) and Circular Plastics Coöperatief U.A. (996,078 shares). Stichting Multistrat and Circular Plastics Coöperatief U.A .- are existing shareholders and close associates of two of the Company's primary insiders. Details around such primary insider subscriptions and provisional allocation of shares have been disclosed in separate publications, in accordance with applicable laws and stock exchange regulations, on https://newsweb.oslobors.no and on the Company's Euronext Live page on March 25th, 2024.

The Company has considered the Private Placement in the light of the equal treatment obligations both from a company law and Norwegian Securities Trading Act perspective and pursuant to the obligations set out in Euronext Oslo Growth Rule Book II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment, applicable for companies listed on Euronext Growth Oslo. Following careful consideration, as elaborated in the explanatory notes to the notice and agenda for the Meeting, the Company's management board and supervisory board have concluded that the contemplated Private Placement is in compliance with these rules. Taking into consideration the time, costs and expected terms of alternative methods of securing the desired funding, the Company has concluded that offering new shares in a private placement on acceptable terms at this time is in the common interest of the Company and its shareholders. In particular, the Company has considered the fact that the Private Placement has been made at a share price which constituted a significant premium of 14% to the closing price for the shares on Euronext Growth Oslo on March 250, 2024. Consequently, the Company does not intend to carry out a subsequent offering of shares to shareholders who did not participate in the Private Placement and proposes to exclude the pre-emptive right of shareholders to participate in the Private Placement.

The Company's costs associated with the Private Placement are estimated to be up to approximately EUR 100,000.

The chairman put the proposals under agenda item 3 to the vote as follows:

• (i) shares, each with a par value of EUR 0.05 at a subscription price of EUR 0.9469 per share; and
• (ii) The pre-emptive rights of shareholders to participate in the issuance of new shares referred to under (i) above proportionate to the aggregate amounts of their shareholdings are excluded.

Overview votes
In favor, and as a percentage of total votes cast	35,655,298	100.00%
Against, and as a percentage of total votes cast	O	0.00%
Abstain, and as a percentage of total votes cast	0	0.00%
Blank, and as a percentage of total votes cast	O	0.00%
Total votes cast, and as a percentage of all shares	35,655,298	73.69%

The chairman recorded that the General Meeting has adopted the resolutions under agenda item 3 as proposed, with the votes cast as set out in the table above and in compliance with the majority requirements.

Authorization to the supervisory board to issue shares and to exclude pre-emptive rights 4. (voting item)

The chairman addressed the proposal that the General Meeting authorizes, pursuant to article 5 paragraph 1 of the Company's articles of association, the supervisory board to grant the right to subscribe for shares (stock options) until the annual general meeting of 2025 or until and including June 30th, 2025 or until this authorization has been fully consummated, whichever is earlier, for a maximum number of 10% of the shares outstanding at the time of this General Meeting held on April oth, 2024.

Such authorization shall also cover the obligation of the Company to issue and deliver 300,000 shares, free of payment, to a lender upon repayment of a loan to be procured by the Company for the amount of EUR 4,000,000, or at the Company's option EUR 5,000,000, under a term loan facility agreement at a 10% per annum interest rate for a minimum term of 3 years and a maximum term of 4 years.

The chairman put the proposals under agenda item 4 to the vote as follows:

• (i) for shares for an increase of the Company's share capital by up to EUR 241,932.05. The authorization may be used separately or in combination with other authorizations. This authorization is limited to the issuance of 10% of the number of shares that have been issued at the time of this General Meeting on April 9th, 2024 or 4,838,641 shares, whichever is smaller.
• (ii) The General Meeting authorizes the supervisory board to limit or exclude the shareholders' preemptive rights with respect to the resolution under (i) above at the discretion of the supervisory board.
• This authorization can be used to conduct one or more share capital increases for the purpose of: (iii)
  • a. raising equity for the Company's operations or acquisition of other enterprises,
  • b. using the Company's shares as remuneration in connection with acquisitions and mergers,
  • c. using the Company's shares as remuneration to a lender in connection with the Company's procurement of a term loan facility for no consideration,
  • d. issuance of shares or rights to subscribe for shares (options) in connection with the Company's long-term incentive programs for eligible long-term incentive plan participants for no consideration, and
  • e. of shares or share options to new personnel in conjunction with sign-on benefits for no consideration.
• The total combined number of shares that can be issued under item iii. c. above is limited to 300,000 (iv) shares.
• (v) = The total combined number of shares that can be issued and rights to subscribe for shares under items iii. d. and e. above is limited to 1 million underlying shares.
• (vi) than cash. The authorization may also be used in connection with mergers and acquisitions.
• (vii) This authorization shall apply up until the annual general meeting of 2025, until June 30th, 2025 or until this authorization has been fully consummated, whichever is earlier.
• (viii) by the 2023 annual general meeting on June 27th, 2023 except for shares awarded under the 2022 and 2023 long-term incentive plans that have not vested and share options granted under the 2022 and 2023 long-term incentive plans that have not yet vested or been exercised.

Overview votes
In tavor, and as a percentage of total votes cast	35,655,298	100.00%
Against, and as a percentage of total votes cast	O	0.00%
Abstain, and as a percentage of total votes cast	O	0.00%
Blank, and as a percentage of total votes cast	O	0.00%
Total votes cast, and as a percentage of all shares	35,655,298	73.69%

The chairman recorded that the General Meeting has adopted the resolutions under agenda item 4 as proposed, with the votes cast as set out in the table above and in compliance with the majority requirements.

Remuneration of the supervisory board members (voting item) 5.

The chairman addressed the proposal relating to the remuneration of the supervisory board members as elaborated in the explanatory notes to the notice and agenda for the Meeting, and put the following proposals for resolution to the vote:

• (i) which is defined as the entire period between two of the Company's annual general meetings of shareholders. In addition, immediately following the Meeting, each supervisory board member will be awarded 15,000 stock options for each full AGM period until the expiration of their respective terms (appointments) following the Company's 2023 AGM.
• The cash compensation fee will be paid on the dates of the AGMs following each full year of service. In (ii) the event that a supervisory board member is appointed or resigns mid-term, such cash compensation shall be pro-rated. The options will vest with 15,000 options on each of the AGMs following one full AGM period of service time. The strike price of the options is NOK 11.00. In the event that a supervisory

board member leaves before the end of his or her elected term, the options will vest on a pro-rata basis. The options can only be exercised after the end of the term (appointment) of the respective supervisory board member.

• For the Head of and Members of any of the Company's sub-committees (the Audit, Governance and (iii) Compliance Committee, the Nomination, Succession and Remuneration Committee and the ESG committee) a fixed remuneration of EUR 2,500 annually will be paid in addition to the supervisory board compensation under (i). Such committee remuneration is limited to EUR 5,000 annually for each supervisory board member.
• (iv) In the event that a supervisory board member is an employee of the Company, no supervisory board remuneration will be received by such supervisory board member during such person's period of employment by the Company.
• The chairman of the supervisory board will receive 50% additional compensation compared to the (v) general supervisory board members under section (i) unless excluded from compensation under section (iv).
• If the supervisory board elects a vice-chair of the supervisory board will receive 25% (vi) additional compensation compared to the general supervisory board members under section (i) unless excluded from compensation under section (iv).

Overview votes
In favor, and as a percentage of total votes cast	35,655,298	100.00%
Against, and as a percentage of total votes cast	O	0.00%
Abstain, and as a percentage of total votes cast	O	0.00%
Blank, and as a percentage of total votes cast	O	0.00%
Total votes cast, and as a percentage of all shares	35,655,298	73.69%

The chairman recorded that the General Meeting has adopted the resolutions under agenda item 5 as proposed, with the votes cast as set out in the table above and in compliance with the majority requirements.

6. Appointment of Emmanuel Colombel as supervisory board member (voting item)

The chairman addressed the proposed appointment of Emmanuel Colombel as a member of the Company's supervisory board for him to serve as a non-independent supervisory board member for a period until the end of the annual general meeting ("AGM") to be held in 2027. Emmanuel Colombel will come to join the supervisory board as a representative of Taranis Investment Limited, the subscriber to 10,620,777 Private Placement Shares in the proposed Private Placement, subject to approval of the General Meeting under agenda item 3 above.

Born in 1973, Emmanuel Colombel earned a BS in Applied Mathematics and Social Sciences from Paris Dauphine University (France), a Master in Economics from Anahuac University (Mexico) and an MBA from INSEAD Business School (France).

He started working for Renault as a Financial Controller, first in Colombia and then in Mexico. In 2005 after his MBA, he joined Perenco's Guatemalan subsidiary as a Finance Manager. In 2007 he was transferred to Colombia as a Finance Manager where he spent three years. In 2010, he moved to London to work as a Finance Manager of Perenco's African region and in February 2013, was appointed the General Manager for the Perenco Guatemala and Perenco Belize subsidiaries. In March 2016 he was appointed CFO of Perenco, a position he held during eight years.

In 2023 Emmanuel led the structuration of Taranis, the investment and asset management arm of Perenco, and became its CEO in 2024.

He continues to serve as a board member of several companies within the Perenco group, including Perenco SA and Dixstone Holdings.

The General Meeting posed no questions and the chairman put the following proposal for resolution to the vote:

Emmanuel Colombel is appointed as a member of the supervisory board for the period until the end of the 2027 AGM.

Overview votes
In favor, and as a percentage of total votes cast	35,655,298	100.00%
Against, and as a percentage of total votes cast	0	0.00%
Abstain, and as a percentage of total votes cast	0	0.00%
Blank, and as a percentage of total votes cast	O	0.00%
Total votes cast, and as a percentage of all shares	35,655,298	73.69%

The chairman recorded that the General Meeting has adopted the resolution under agenda item 6 as proposed, with the votes cast as set out in the table above and in compliance with the majority requirements.

Consequently, the supervisory board now consists of Henning E. Jensen (independent chair), Willem Michiel Kool (independent vice-chair), Boudewijn van Vliet (non-independent member), Emmanuel Colombel (nonindependent member) and Jan Willem Muller (non-independent member). All the supervisory board members serve terms until the end of the 2026 AGM, except Emmanuel Colombel who will serve a term until the end of the 2027 AGM.

Any other business 7.

There were no topics under this agenda item.

8. Closing

There being no further matters to discuss, the chairman closed the Meeting at 10:20 hours on April 9th, 2024.

Name

Title:

Date:

TO CERTIFY THAT THESE ARE THE TRUE MINUTES AND RESOLUTIONS:

Name: Henning E. Jensen Title: chairman of the Meeting April 9th, 2024 Date:

René de Graaf
secretary of the Meeting
April 9th, 2024