AGM Information • Jun 10, 2025
AGM Information
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PROTOCOL of the annual general meeting of shareholders ("AGM") of Pryme N.V., a public limited liability 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 June 10th, 2025 at 15:00 CEST (the "Meeting").
The Meeting was opened by Henning E. Jensen, chairman of the Company's supervisory board at 15:00 CEST on June 10th, 2025.
The chairman welcomed the Meeting attendees 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 entire issued capital represents 14,466,006 shares, each carrying one vote. On the Record Date, June 4th, 2025, the Company held 218 treasury shares for which voting rights may not be exercised.
Referring to the notice and agenda for the Meeting and notably its Appendix 2 (proxy form), the chairman registered the shareholders 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. 12,750,473 share votes were represented at the Meeting, equal to 88.2% 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. de Graaf, Mr. Benoît Morelle, CEO, and Mr. Frans Vollering, Finance Director and CFO, attended the Meeting.
The chairman then moved to the agenda as follows:
The chairman addressed the Company's 2024 annual report, as published on May 6th, 2025, and accessible on the Company's website and available at the Company's offices. (the "2024 Annual Report").
The 2024 Annual Report includes the 2024 consolidated financial statements, the 2024 parent company financial statements, the Remuneration Report as part of the Governance Report (the "2024 Remuneration Report") and the proposal for the appropriation of the results for the 2024 financial year. The Company's financial result for the year 2024 was a loss of Euro 45,714,207. It is proposed that the loss be transferred to the Company's general reserves as proposed in the 2024 Annual Report. Furthermore, it is proposed that the Company shall declare no dividend.
The chairman proposed that the Meeting passes the following resolutions in separate votes:
The AGM adopted the proposals as follows:
Voting item 2 a.
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 12,758,473 | 100% |
| Against | O | O |
| Abstain | O | O |
| Blank | O | O |
| Total votes cast | 12,758,473 | 100% |
Voting item 2 b.
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 12,758,473 | 100 % |
| Against | O | O |
| Abstain | O | O |
| Blank | O | 0 |
| Total votes cast | 12,758,473 | 100% |
Voting item 2 c.
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 12,758,473 | 100% |
| Against | O | O |
| Abstain | O | O |
| Blank | 0 | 0 |
| Total votes cast | 12,758,473 | 100% |
The chairman addressed the proposal to discharge the former and current members of the management board, including the persons assigned with management responsibilities by decision of the supervisory board under the Company's articles of association, and current members of the supervisory board, in accordance with Dutch law, from liability in respect of the performance of their respective duties during the 2024 financial year. The chairman proposed that the Meeting passes the following resolution:
"The annual general meeting discharged the former and current members of the management board, including the persons assigned with management responsibilities by decision of the supervisory board under the Company's articles of association, and the former and current members of the supervisory board, in accordance with Dutch law, from liability in respect of the performance of their respective duties during the 2024 financial year. This discharge was made on the basis of information provided to the annual general meeting and other information publicly when the resolution to discharge was adopted."
The AGM adopted the proposal as follows:
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 12,758,473 | 100% |
| Against | 0 | 0 |
| Abstain | O | O |
| Blank | O | O |
| Total votes cast | 12,758,473 | 100% |
The chairman addressed the proposal to re-appoint the Company's external auditor, Forvis Mazars Accountants N.V. The chairman proposed that the Meeting passes the following resolution:
"The annual general meeting re-appointed Forvis Mazars Accountants N.V. as the Company's auditor for the 2025 financial year."
The AGM adopted the proposal as follows:
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 12,758,473 | 100% |
| Against | O | O |
| Abstain | 0 | O |
| Blank | O | O |
| Total votes cast | 12,758,473 | 100% |
The chairman addressed and proposed that the AGM authorizes, pursuant to article 5 paragraph 1 of the Company's articles of association, the supervisory board to issue shares and to grant the right to subscribe for shares (stock options) until the annual general meeting of 2026 or until June 30th, 2026 or until this authorization has been fully consummated, whichever is earlier, for a maximum number of 10% of the shares outstanding at this AGM held on June 1000, 2025. The chairman proposed that the Meeting passes the following resolutions:
The AGM adopted the proposal as follows:
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 12,758,473 | 100% |
| Against | O | O |
| Abstain | O | O |
| Blank | O | O |
| Total votes cast | 12,758,473 | 100% |
The chairman addressed and proposed that the AGM approve the 2025 Long-Term Incentive Plan for the period from June 10th, 2025, until the Company's 2026 annual general meeting as set forth in Appendix 1 of the notice and agenda for the Meeting. The chairman proposed that the Meeting passes the following resolutions:
"The General Meeting approved the 2025 Long-Term Incentive plan as proposed."
The AGM adopted the proposal as follows:
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 12,758,473 | 100% |
| Against | O | O |
| Abstain | O | O |
| Blank | O | O |
| Total votes cast | 12,758,473 | 100% |
There were no topics under this agenda item.
There being no further matters to discuss, the chairman adjourned the Meeting at 15:15 on June 10th, 2025.
TO CERTIFY THAT THESE ARE THE TRUE MINUTES AND RESOLUTIONS:
Name: Henning E. Jensen Title: chairman of the Meeting June 10th, 2025 Date:
Name: René de Graaf secretary of the Meeting Title: Date: June 10th, 2025
ISIN:
NL0015002E73, Pryme N.V.
AGM Date:
June 10th, 2025
| Number of shares registered in Euronext Securities Oslo on the record date June 4th, 2025: |
14,466,096 | |
|---|---|---|
| Number of treasury shares as of the record date: | 218 | |
| Number of shares eligible to vote as of the record date: | 14,465,878 | 100.0% |
| Number of shares voted by proxy: | 12,758,473 | 88.2% |
| Number of shares voted for in person at the meeting: | O | 0.0% |
| Broker non-votes: * | 1,707,405 | 11.8% |
| Total number of eligible shares registered in Euronext Securities Oslo represented by proxy votes and/or present at the meeting ** |
12,758,473 | 88.2% |
* the number of shares for which no proxy voting instructions are received from the beneficial investors.
** excl. treasury shares
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