AGM Information • Sep 2, 2025
AGM Information
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PROTOCOL of the extraordinary general meeting of shareholders ("EGM") 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 group company offices at Theemsweg 5, 3td floor, 3197 KM Rotterdam-Botlek, the Netherlands, on September 2nd, 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 September 2nd, 2025.
The chairman welcomed the Meeting attendees and designated Mr. Rene 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 14,883,495 shares, each carrying one vote. On the Record Date, August 27th, 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 EGM in addition to the advance and proxy votes. 12,758,473 share votes were represented at the Meeting, equal to 85.72 % 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 interim CFO, attended the Meeting.
The chairman then moved to the agenda as follows:
The chairman addressed the supervisory board's binding nomination for appointment by the EGM of Mr. Gerardus Lemmers as a member of the management board of the Company with the capacity of general manager (in Dutch: "algemeen directeur") for the period starting on Wednesday September 3", 2025, and expiring at the end of the annual general meeting of shareholders to be held in 2020.
The nomination and proposal for the appointment of Mr. Lemmers follows on to the announcement made on www.newsweb.no on August 4 , 2025 at 08:01 CEST, and to which reference was made in the notice and agenda for the Meeting, of the appointment of Mr. Lemmers as the Company's new Chief Executive Officer as then communicated with the announced effective date of September 5th, 2025, and which is now proposed accelerated to the effective date of September 3", 2025, in line with Mr. Lemmers' effective commencement date as CEO.
The appointment by the EGM will grant Mr. Lemmers the authorities applicable to his function of managing director and general manager (in Dutch: "algemeen directeur") under Dutch law and the Company's articles of association during his tenure on the management board. The term of the proposed appointment, not extending beyond four (4) years, is in line with the Company's articles of association and the Dutch Corporate Governance Code. The proposed appointment would, if approved, lead to the Company's management board consisting of one person, Mr. Lemmers.
Mr. Lemmers' remuneration package is in line with the Company's remuneration guidelines applicable until the annual general meeting of shareholders to be held in 2026, as these were most recently approved by the shareholders in the annual general meeting of shareholders on June 4th, 2024. Details of Mr. Lemmers' remuneration will be disclosed in the 2025 annual report.
There having been neither comments made to the nomination, nor questions raised to Mr. Lemmers in the Meeting, the chairman proposed that the EGM pass the following resolution:
"The EGM appoints Mr. Gerardus Lemmers a member of the management board of the Company with the capacity of managing director and general manager (in Dutch: "algemeen directeur") for the period starting on September 314, 2025 and expiring at the end of the annual general meeting of shareholders to be held in 2029."
| Overview votes and as a percentage of total votes cast | ||
|---|---|---|
| In favor | 12,758,473 | 100% |
| Against | O | O |
| Abstain | O | 0 |
| Blank | O | O |
| Total votes cast | 12,758,473 | 100% |
The EGM adopted the proposal as follows:
There were no topics under this agenda item.
There being no further matters to discuss, the chairman adjourned the Meeting at 15:10 on September 201 2025.
| TO CERTIFY THAT THESE ARE THE TRUE MINUTES AND RESOLUTIONS: | ||
|---|---|---|
| Name: | Henning E. Jensen | René de Graaf Name: |
Name: Henning E. Jensen Title: chairman of the Meeting Date: September 2nd, 2025
| Name: | René de Graaf |
|---|---|
| Title: | secretary of the Meeting |
| Date: | September 2nd, 2025 |
ISIN:
NL0015002E73, Pryme N.V.
EGM Date:
September 2nd, 2025
| Number of shares registered in Euronext Securities Oslo on the record date August 27th, 2025: |
14,883,495 | |
|---|---|---|
| Number of treasury shares as of the record date: | 218 | |
| Number of shares eligible to vote as of the record date: | 14,883,277 | 100.0% |
| Number of shares voted by proxy: | 12,758,473 | 85.7% |
| Number of shares voted for in person at the Meeting: | O | 0% |
| Broker non-votes: * | 2,125,022 | 14.3% |
| Total number of eligible shares registered in Euronext Securities Oslo represented by proxy votes and/or present at the Meeting ** |
12,758,473 | 85.7% |
* the number of shares for which no proxy voting instructions are received from the beneficial investors.
** excl. treasury shares
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