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Pryme N.V.

AGM Information Nov 5, 2025

8192_rns_2025-11-05_29b61efe-8da5-48f3-805c-be9e262860dc.pdf

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 offices at Theemsweg 5, third floor, 3197 KM Botlek Rotterdam, the Netherlands, on November 5th, 2025 at 16:30 CET (the "Meeting").

1. Opening of the annual general meeting

The Meeting was opened by Henning E. Jensen, chairman of the Company's supervisory board, at 16:30 CET on November 5th, 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 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 entire issued capital represents 14,883,495 shares, each carrying one vote. On the Record Date, October 30th, 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. Guus Lemmers, CEO, and Mr. Frans Vollering, Finance Director and interim CFO, attended the Meeting.

The chairman then moved to the agenda as follows:

2. Authorization to the supervisory board to issue shares and to exclude pre-emptive rights.

The chairman addressed the proposal to amend and increase the authorization and the authorization levels to the supervisory board to issue shares in the Company's capital as described in appendix 1 of the notice and agenda for the Meeting dated October 20th, 2025 headed "The proposal for the resolution to be passed by the EGM under agenda item 2".

There having been neither comments made to the proposal, nor questions raised, the chairman proposed that the EGM authorizes the supervisory board to issue shares and to grant the right to subscribe for shares as follows:

1.

  • i. "The EGM authorizes the supervisory board to issue shares and to grant rights to subscribe for shares upwards limited to an increase of the Company's share capital by up to EUR 744,174.50 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 EGM on November 5th, 2025, equaling a maximum issuance of 1,488,349 shares.
  • ii. The EGM authorizes the supervisory board to limit or exclude the shareholders' pre-emptive rights with respect to the resolution under (i) above at the discretion of the supervisory board.
  • iii. This authorization can be used to conduct one or more share capital increases for the purpose of
  • a. raising equity for the Company's operations, in connection with commercial contracts or for acquisition of other enterprises,
  • b. using the Company's shares as remuneration in connection with acquisitions and mergers,
  • c. issuance of shares or option rights to subscribe for shares in connection with the Company's long-term incentive programs for eligible long-term incentive plan participants for no consideration, and
  • d. issuance of shares or option rights to subscribe for shares in connection with the granting of shares or share options to new management board members, contractors or personnel in conjunction with sign-on benefits for no consideration.
  • iv. The total combined number of shares that can be issued and rights to subscribe for shares that can be awarded under items iii. c. and d. above is limited to 600,000 underlying shares.
  • v. The authorization includes the right to issue shares against payment in cash contributions or a consideration other than cash. The authorization may also be used in connection with mergers and acquisitions.
  • vi. This authorization shall apply up until the annual general meeting of 2026, until June 30th, 2026 or until this authorization has been fully consummated, whichever is earlier.
  • vii. If approved, this authorization replaces the authorization to issue shares and to grant rights to subscribe for shares given by the general meeting of shareholders on June 10th, 2025, except (a) for shares underlying 78,150 share options granted under the Company's main commercial sales contract, (b) for shares underlying 186,300 restricted stock units awarded under the Company's 2025 long-term incentive plan to eligible long-term incentive plan participants other than the Company's CEO, and (c) for shares underlying 125,938 restricted stock units awarded and 62,969 restricted stock units to be awarded under the Company's 2025 long-term incentive plan to the Company's CEO pursuant to agreed sign-on benefits effective upon his appointment as CEO per September 3rd, 2025, and the EGM confirms and ratifies the authorization of the supervisory board to issue the shares underlying these restricted stock units awarded and to be awarded to the Company's CEO.
  • viii. The total number of shares underlying restricted stock units as described in vii.(b) and (c) above will be taken into account for the calculation of the total combined number of shares that can be issued and rights to subscribe for shares that can be awarded under items iii. c. and d., such as limited in item iv. above.",

and

2.

  • i. "The EGM authorizes the supervisory board to issue shares and to grant rights to subscribe for shares upwards limited to an increase of the Company's share capital by up to EUR 710,925. The authorization may be used separately or in combination with other authorizations. This authorization is limited to the issuance of maximum 1,421,850 shares.
  • ii. The EGM authorizes the supervisory board to limit or exclude the shareholders' pre-emptive rights with respect to the resolution under (i) above at the discretion of the supervisory board.
  • iii. This authorization can be used to conduct one or more share capital increases for the purpose of raising equity for the Company's operations in connection with its main commercial sales contract.
  • iv. The authorization includes the right to issue shares against payment in cash contributions.
  • v. This authorization shall apply up to and including December 31st, 2027.".

The EGM adopted the proposal as follows:

Overview votes and as a percentage of total votes cast
In favor 12,758,473 100%
Against o 0
Abstain О О 0
Blank О 0
Total votes cast 12,758,473 100%

3. Any other business

There were no topics under this agenda item.

Closing 4.

There being no further matters to discuss, the chairman adjourned the Meeting at 16:40 on November 5th, 2025.

TO CERTIFY THAT THESE ARE THE TRUE MINUTES AND RESOLUTIONS:

Name: Title:

Date:

Henning E. Jensen

November 5th, 2025

chairman of the Meeting

Name:

René de Graaf

Title:

secretary of the Meeting

Date:

November 5th, 2025

Attachment 1

Number of shares with voting rights attending the Pryme EGM on November 5th, 2025:

ISIN:

NL0015002E73, Pryme N.V.

EGM Date:

November 5th, 2025

Number of shares registered in Euronext Securities Oslo on the Record Date October 30 th , 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: О 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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