Pryme N.V.

Remuneration Information • May 15, 2024

To the shareholders in

Pryme N.V.

Rotterdam, May 15 th , 2024

NOTICE AND AGENDA OF THE ANNUAL GENERAL MEETING on June 4 th , 2024

The shareholders and other persons entitled to attend the meeting are hereby notified that the Annual General Meeting of Pryme N.V. (the "Company") will be held on

Tuesday June 4 th, 2024 at 15:00 CEST

at the Company's offices in

Fascinatio Boulevard 220, NL-3065 WB Rotterdam, The Netherlands

The following items are on the agenda:

• 1. Opening of the Annual General Meeting. The Annual General Meeting will be opened by Henning E. Jensen, Chair of the Supervisory Board of Pryme N.V. and the chair of the Annual General Meeting.
• 2. 2023 Annual Report:
  • a. Proposal to adopt the consolidated 2023 financial statements and the 2023 parent company financial statements;
  • b. Proposal to approve the 2023 Remuneration Report;
  • c. Proposal to allocate the result for the 2023 financial year to the Company's general reserves.
• 3. Proposal to discharge the members of the Management Board and the members of the Supervisory Board.
• 4. Proposal to re-appoint Mazars N.V. as the Company's external auditor for the 2024 financial year.
• 5. Proposal to approve the remuneration guidelines until the Company's 2026 annual general meeting.
• 6. Proposal to approve the 2024 Long-Term Incentive Plan.
• 7. Any other Business.
• 8. Closing.

* Agenda items 2-6 are voting items.

For the explanatory notes on proposals 2-6, please refer to Appendix 1: "The proposals for resolutions to be passed by the Annual General Meeting under items 2-6".

Registration procedures and general information

Shareholders who wish to attend the Annual General Meeting (herein also referred to as the "AGM") in person or with a representative are required to show proof of shareholding upon entering the venue of the AGM. Only shareholders registered in the VPS share register as of Tuesday May 28 th, 2024 (the "Record Date") are entitled to exercise their right to attend and/or vote at the AGM in Rotterdam on June 4 th, 2024.

The shareholders have the right to speak at the AGM, the right to be accompanied by an advisor, to give such advisor the right to speak, and the right to present alternatives to the Supervisory Board's proposals in respect of matters on the agenda at the AGM.

It will not be possible to attend the meeting electronically. Shareholders are encouraged to vote in advance or by proxy. Prior to the AGM, it will also be possible to ask questions to the Company's Management Board and Supervisory Board via ir@pryme-cleantech.com .

Registration for admission to the AGM will take place at the venue of the AGM on June 4 th, 2024 between 13:00 and 14:30 CEST before the start of the meeting. Registration will not be possible after this time.

Voting

Shareholders attending the AGM will have the opportunity to vote on voting items.

Shareholders not attending the AGM can give a proxy and voting instructions. These shareholders must ensure the duly completed and signed proxy including, as appropriate, voting instructions, will be received pursuant to the instructions contained in the proxy form attached as Appendix 2.

At the date of this convocation, the company has issued 50,547,622 shares each carrying one vote. All shares have equal rights. At the date of this notification, the Company owned zero treasury shares for which voting rights may not be exercised.

Please note that 10,620,777 shares from the Company's private placement announced on March 25th, 2024 have not been issued as of the date of this convocation. The reason for not having issued these shares, even though the shares have been paid for, is that Taranis Investment Limited has not yet obtained a VPS shareholder register account. In the event that such VPS shareholder register account will be obtained by Taranis Investment Limited before the Annual General Meeting, these shares will be issued and the resulting share count will be 61,168,399. In such event this will be communicated at the Annual General Meeting and a stock exchange notice will also be issued.

Shareholder engagement

The AGM also serves as a forum for shareholders to engage with the Company's Management Board and Supervisory Board. The shareholders attending the AGM have the right to raise questions and to speak at the meeting, the right to be accompanied by an advisor, to give such advisor the right to speak, and the right to present alternatives to the Supervisory Board's proposals in respect of matters on the AGM agenda.

AGM documentation

The AGM documentation consists of this notice and the following attachments:

• Appendix 1: The proposals for resolutions to be passed by the Annual General Meeting under items 2-6.
• Appendix 2: Proxy form with and without voting instruction
• Appendix 3: Guidelines for the remuneration of management board members, senior executives and other staff for the years 2024-2026

Rotterdam, May 15 th , 2024

The Supervisory Board of Pryme N.V.

Henning E. Jensen (Chair of the Supervisory Board)

Michiel Kool (Vice-chair of the Supervisory Board)

Jan Willem Muller (Member of the Supervisory Board)

Boudewijn van Vliet (Member of the Supervisory Board)

Emmanuel Colombel (Member of the Supervisory Board)

Appendix 1

The proposals for resolutions to be passed by the Annual General Meeting under agenda items 2-6.

The Company's Supervisory Board is herein referred to as the "Supervisory Board".

The Company's Managing Board of Directors is herein referred to as the "Management Board".

Agenda item 2 – 2023 Annual Report

Reference is made to the Company's 2023 annual report, as published on May 3 rd , 2024 and available at the Company's website: https://pryme-cleantech.com/investors-relations (the "2023 Annual Report").

The 2023 Annual Report has been prepared in accordance with the International Financial Reporting Standards (IFRS) and IFRIC interpretations as endorsed by the European Union. This implies that the transition date from Dutch GAAP to IFRS Accounting Standards is January 1 st 2022. As this is a first-time adoption of the IFRS Accounting Standards, the 2023 Annual Report also provides a reconciliation between the financial statements under Dutch GAAP and the IFRS Accounting Standards. Notes to the reconciliation tables provide information regarding the reclassifications and remeasurements made related to the transition and conversion from Dutch GAAP to the IFRS Accounting Standards.

The 2023 Annual Report includes the Remuneration Report as part of the Governance Report (the "2023 Remuneration Report") and the proposal for the appropriation of the results for the 2023 financial year. It is proposed to not declare any dividend for the 2023 financial year.

It is proposed that the Annual General Meeting adopts the following resolutions:

• a. "The Annual General Meeting adopted the consolidated 2023 financial statements and the 2023 parent company financial statements, as published in the Company's 2023 Annual Report dated May 3 rd , 2024.
• b. The Annual General Meeting adopted the 2023 Remuneration Report.
• c. The Annual General Meeting allocated the Company's annual result for the 2023 financial year as follows: The net loss of EUR 15.410.995 is transferred to general reserves (equity)". The Annual General Meeting decided that no dividend should be paid for the 2023 financial year.

Agenda item 3 - Proposal to discharge the members of the Management Board and the members of the Supervisory Board

It is proposed to discharge 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. The proposed discharge will take place on the basis of information provided to the Annual General Meeting and other information publicly available when the resolution to discharge is adopted.

It is proposed that the Annual General Meeting adopts the following resolution:

"The Annual 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 Annual General Meeting and other information publicly available when the resolution to discharge was adopted."

Agenda item 4 - Proposal to re-appoint Mazars N.V. as the Company's external auditor for the 2024 financial year

The Company's current external auditor, Mazars N.V., was appointed as the external auditor of the Company in 2021 and re-appointed at the annual general meeting of shareholders in 2022 and 2023 for the financial years 2022 and 2023, respectively.

The Supervisory Board proposes to re-appoint Mazars N.V. as the Company's external auditor for the 2024 financial year. This proposal follows the recommendation by the Audit, Governance and Compliance committee of the Supervisory Board, after having assessed the performance of Mazars N.V., taking into consideration the observations of the Management Board that supports this proposal.

It is proposed that the Annual General Meeting adopts the following resolution:

"The Annual General Meeting re-appointed Mazars N.V. as the Company's auditor for the 2024 financial year."

Agenda item 5 - Approval of the guidelines for remuneration of management board members, senior executives and other staff until the Company's 2026 annual general meeting

The annual general meeting of June 22nd , 2022 adopted the guidelines for remuneration of management board members and other senior executives, as articulated in Appendix 3 to the notice for said meeting for the period of two years. The approval acknowledged the right for the Company to propose revisions of these guidelines to the general meeting of shareholders prior to their expiration.

The Supervisory Board proposes to adopt the remuneration guidelines until the 2026 annual general meeting, in the updated form attached hereto as Appendix 3. Upon adoption by the Annual General Meeting, the guidelines will be made available at the Company's website, www.pryme-cleantech.com.

It is proposed that the Annual General Meeting adopts the following resolution:

"The Annual General Meeting supported adoption of the guidelines for remuneration of management board members, senior executives and other staff, attached hereto as Appendix 3, for their application until the 2026 annual general meeting of shareholders."

Agenda item 6 - Proposal to approve the 2024 Long-Term Incentive Plan

The Company seeks approval from the Annual General Meeting to establish the 2024 long-term incentive ("LTI") plan as detailed below for eligible executives, managers and staff.

The objective of the equity-based variable long-term incentive plan is to encourage the long-term commitment and retention of the CEO and other critical management and staff, and to drive and reward sound business decisions for the long-term health and value of the company. Eligible participants are members of management and staff as nominated and recommended by the Management Board, recommended by the Nomination, Succession and Remuneration committee and approved by the Supervisory Board.

Compensation under the LTI plan shall be in the form of Pryme equity, using one or a combination of time vested Share Options ("SO") and Restricted Share Units ("RSU").

As stated in the proposed Pryme remuneration guidelines under agenda item 5, the Company believes that a meaningful level of compulsory share ownership is the most effective incentive and alignment tool for senior management.

Eligible executives, managers and staff that wish to participate in the LTI plan must therefore satisfy certain minimum shareholding requirements. The number of shares to be held in ownership is defined as in relation to base pay, where the CEO is expected to have a shareholding worth at least 100% of annual base pay, other Management Board members at least 75% of annual base pay and senior managers 50% of annual base pay. Junior LTI plan participants that participate in the LTI plan are exempted from the minimum shareholding requirements. Vested SO's held by LTI participants do not count towards the minimum share ownership levels.

As it is unreasonable for the Company to expect LTI participants to immediately build up a shareholding that satisfies the shareholding requirements, the Supervisory Board has defined an appropriate phasingin implementation plan for the shareholding requirements as defined above.

The size and value of the annual LTI plan awards will reflect individual performance as well as perceived longer-term value to the Company and be in the form of SO's and/or RSUs as determined by the Supervisory Board of the Company while observing the target composition of the total pay package as defined in the remuneration guidelines. The value of the LTI component ranges between a maximum of 60% of base pay for the CEO and 12.5% for eligible staff.

To reinforce a focus on long-term value creation, SO's and RSU's awarded will have a 2-4-year vesting schedule, with equal portions of the awards vesting annually through the vesting period.

Overall, the Company requests approval for LTI awards not exceeding 1.0 million underlying shares, whether in the form of SO's or RSUs. The strike price of the SO's will be calculated as the volume weighted average price for the 30 days as per the date of the Annual General Meeting.

The 2024 LTI plan period is defined as June 4th, 2024 until the Company's 2025 AGM.

It is proposed that the Annual General Meeting resolves as follows:

"The Annual General Meeting approved the 2024 Long-Term Incentive plan as proposed."

Appendix 2

PROXY – Pryme N.V. – 2024 Annual General Meeting

You are encouraged to specify your votes by marking the appropriate boxes on the enclosed proxy form. When properly executed, the proxy will be voted in the manner directed therein.

Your proxy is to be received by DNB Bank ASA, Registrars Department, Oslo, not later than Thursday May 30th, 2024, at 12:00 hours (noon) CEST. The P.O. Box address of DNB Bank ASA is: DNB Bank ASA, Registrars Dept., P.O. Box 1600 Sentrum, 0021 Oslo, Norway. Alternatively, send your proxy as PDF e-mail attachment to vote@dnb.no within the aforementioned date and time.

Only shareholders registered in the VPS share register on the Record Date (May 28th, 2024) are entitled to exercise their voting right by proxy to the Annual General Meeting in Rotterdam on June 4 th, 2024.

The undersigned shareholder in Pryme N.V. hereby authorizes:

Shareholder's complete name:	________

Shareholder's address: ____________________________________________

Who declares to be the owner of:

Number of shares held:

____________________________________________

____________________________________________

Chairman Mr. Henning Jensen (or a person authorized by him)

Other person (name) ……………………………………

to attend and vote for my/our shares in Pryme N.V's Annual General Meeting on June 4 th , 2024.

If none of the alternatives above has been ticked, the Chairman will be considered appointed as proxy. If the Chairman has been appointed as proxy, the Chairman can appoint any member of the Supervisory Board, any member of the Management Board, the corporate secretary or any senior management member to represent and vote for the shares covered by this proxy.

In the event that proxy is given to the Chairman, instructions regarding the exercise of voting rights according to proxy may, if desirable, be given by filling in of the form below

		In favor	Against	Abstain
Item 2a	Proposal to adopt the consolidated 2023 financial statements and the 2023 parent company financial statements
Item 2b	Proposal to approve the 2023 Remuneration Report
Item 2c	Proposal to allocate the result for the 2023 financial year to the Company's general reserves
Item 3	Proposal to discharge the members of the Management Board and the members of the Supervisory Board
Item 4	Proposal to re-appoint Mazars N.V. as the Company's external auditor for the 2024 financial year
Item 5	Proposal to approve the remuneration guidelines until the Company's 2026 annual general meeting
Item 6	Proposal to approve the 2024 Long-Term Incentive Plan

If voting instructions are given, the following applies:

• o If the box "In favor" has been ticked, the proxy is instructed to vote for the proposal in the notice, with any changes suggested by the Management Board or the Chairman of the Supervisory Board.
• o If the box "Against" has been checked, this implies that the proxy is instructed to vote against the proposal in the notice.
• o If the box "Abstain" has been ticked, the proxy is instructed to abstain from voting the shares.
• o If none of the boxes have been ticked for an item on the agenda, this is interpreted as a blank vote and consequently as a vote not cast.
• o In respect of a vote over matters that are not included on the agenda and which may validly come before the meeting the proxy holder is free to decide how the shares shall be voted. The same applies for votes over matters of formal nature, such as the election of the chairperson of the meeting, voting order or voting procedure.

If a shareholder has inserted another person than the Chairman as proxy, and wants to give such person instructions on voting, this is a matter between the shareholder and the proxy holder. In such a situation the Company does not undertake any responsibility to verify that the proxy holder votes in accordance with the shareholder's instructions.

Place Date Shareholder's signature*

* If the proxy is given on behalf of a company or other legal entity or if the shares referred to are held in a nominee account, relevant evidence of authority must be attached so as to evidence that the person signing the proxy form is properly authorized. The receiver of the proxy is free in his/her own discretion to use or reject the proxy in case relevant evidence of authority has not been received.

_____________________ ______________ __________________________________

Appendix 3

Proposed guidelines for remuneration of management board members, senior executives and other staff until the 2026 annual general meeting

Presented for adoption by the General Meeting of Pryme N.V. on June 4 th , 2024 in general alignment with the Dutch Corporate Governance Code.

A. Main objectives

Pryme N.V. with its subsidiaries ("the Company" or "Pryme") needs to be able to attract and retain executives and managers with the competence and motivation to deliver on the short- and long-term objectives of the Company. The remuneration guidelines are designed to encourage a focus on long-term value creation for shareholders and other stakeholders. The Supervisory Board ensures that the remuneration guidelines and their implementation are linked to current performance as well as the strategic goals and objectives of Pryme. The guidelines are intended to reflect the responsibilities and demands of the various roles and reward management and staff with a fair, transparent, balanced and competitive remuneration package.

To achieve these objectives Pryme has set out a set of remuneration guidelines that allow for a combination of fixed base salary, short-term incentives linked to the operational and financial performance of the company and long-term incentives that reward the development of the value of Pryme shares.

The balance of these compensation elements is tailored to the circumstances of Pryme as a scale-up company, where cash is scarce but which has significant value creation potential which will translate in material share price appreciation. Management and staff must believe in and work towards realizing this potential, and recognize that as a young company operating in an immature market we represent a higher risk and higher reward opportunity than mature companies in established markets.

B. Structured compensation framework

Pryme is a startup company with a small workforce. Although the Company has ambitions to have a comprehensive compensation framework, it has not adopted such a framework as this would provide little benefit to the overall goals and objectives of the Company at this stage. Once the Company reaches critical size it will adopt a more comprehensive framework including ranges for the various functions and levels in the organization. In the meanwhile, the Company distinguishes three broad categories in terms of remuneration structure and levels - i) the CEO, ii) the CEO direct reports and members of the management board, and iii) all others.

C. Contractual relationship

Pryme engages executives and managers as employees or as contractors under management company contracts. The contractual form of the executive's or manager's engagement is independent of the employee's or the contractor's right to participate in the Company's variable compensation schemes.

D. Description of compensation elements

i. Fixed Annual Base Pay

The fixed annual compensation ('base pay') shall reflect the responsibilities and demands of the role and performance over time. Pryme offers fixed compensation levels which are competitive, but not market leading.

ii. Short Term Incentive Plan ('STI')

The objective of the cash-based variable short-term incentive plan ('bonus') is to ensure management focus on realizing defined annual business goals leading to longer term valuecreation. Eligible participants are members of management as nominated and recommended by the Management Board and Compensation Committee and approved by the Supervisory Board. Payment of a cash bonus shall be tied to performance against objective financial and nonfinancial goals set on an annual basis by the Supervisory Board. The on-target bonus level shall be set at a percentage of base salary depending on seniority, see below. The Supervisory Board shall assess the extent to which the annual goals are met at the end of the year. The on-target bonus level for the year shall be multiplied by a performance factor of 0.5 – 1.5 depending on achievement against the annual goals. If performance is below a predefined threshold level, no bonus shall be paid out. The Supervisory Board shall have the discretionary power to adjust the bonus pay-out up- or downward if it feels that the outcome is unreasonable due to exceptional circumstances during the performance period, including any serious incidents.

iii. Long Term Incentive Plan ('LTI')

The objective of the equity-based variable long-term incentive plan is to encourage the long-term commitment and retention of eligible executives, management and staff, and to drive and reward sound business decisions for the long-term health and value of the company. Eligible participants are members of management and staff as nominated and recommended by the Management Board, recommended by the Compensation Committee and approved by the Supervisory Board. Compensation under the LTI plan shall be in the form of Pryme equity, using one or a combination of time vested Share Options ('SO') and Restricted Share Units ('RSU').

Pryme believes that a meaningful level of compulsory share (0r combination of SO and RSU) ownership is the most effective incentive and alignment tool for senior management. A minimum share ownership level depending on seniority shall therefore be set as well as an RSU and share option vesting schedule of between 2 and 4 years.

The LTI plan shall include specific terms on termination of employment, including forfeiture of non-vested shares in case of termination for cause such as gross negligence and willful misconduct.

The LTI plan shall be approved annually by the Supervisory Board and submitted for adoption by the Annual General Meeting. Further terms of the LTI plan are described in the notice to the 2024 Annual General Meeting which shall constitute an integral part of this statement.

iv. Total Target Remuneration

The total target remuneration for an individual is established through a combination of the elements described above under i) ii) and iii). The more senior roles shall have a higher proportion of performance based short-term and long-term variable pay in relation to fixed base pay to reflect the larger impact of these roles, with the following indicative (allowing for minor adjustments including Supervisory Board discretion to agree a reduction in fixed base pay on a case by case basis along with increased variable pay under the LTI plan) split for the categories defined in section B of these guidelines:

• a) For the CEO, a target compensation consisting of 50% base pay, 20% from the STI plan, and 30% from awards under the LTI plan.
• b) For the CEO direct reports and members of the management board, a target compensation consisting of 65% base pay, 15% from the STI plan, and 20% from awards under the LTI plan.
• c) For the remaining participants in the LTI and STI, a target compensation consisting of 80% base pay, 10% from the STI plan, and 10% from awards under the LTI plan.

The STI and LTI plans shall be designed, implemented and adjusted to drive strong operational and financial performance against business goals and the effective execution of Company strategy. The STI plan shall provide management incentives to deliver defined business goals for each year. The STI program is thus a flexible tool to drive management focus on the specific priorities for the Company. The LTI plan shall provide management incentives to drive long-term value creation for the Company and its business, taking stakeholders interests into account.

v. Fringe Benefits

Remuneration may include customary benefits in kind such as car allowance or company car, coverage of telephone and internet costs as well as newspaper subscriptions. Other benefits in kind as deemed appropriate by the Company may also be granted from time to time, subject to such benefits not being of unusual nature in light of common market practice and the benefits otherwise being in accordance with the principles set out in these guidelines.

vi. Extraordinary compensation

Executives and managers in the Company may be granted additional compensation in extraordinary circumstances on an ad-hoc basis. This may include, inter alia, 'sign-on' bonuses for new executives and managers, compensation for loss of remuneration with a former employer or increased responsibilities for a specific period.

vii. Terms of employment agreements

• a) Terms and termination
  • − Employment agreements are permanent. Notice periods for employment contracts for executives shall be from 3 to 6 months depending on the level of the position and conditional upon applicable law.
  • − Management company contracts for contractors are for definite or indefinite periods. Notice periods for management company contracts for contractors shall be from 3 to 6 months depending on the level of the position and conditional upon applicable law.
  • − The position of CEO has a 6-month notice period, regardless of whether the agreement is in the form of a management company contract or an employment contract.
• b) Severance payments
  • − Pryme does not have a policy related to severance payments. Pryme complies with legal requirements and, if applicable, union requirements. Any agreement for severance payments shall be dependent on local regulations and defined on a caseby case consideration for the specific employee.
  • − There shall be no severance payments for contractors under management company agreements.
• c) Arrangements for early retirement

Pryme does not have a policy related to early retirement. The Company complies with legal requirements and, if applicable, union requirements.

d) Conditions for termination of employment

Pryme does not have a policy related to termination of employment. Employment and management company contracts shall contain specific clauses on gross negligence and willful misconduct, confidentiality and intellectual property. The Company complies with legal requirements and, if applicable, union requirements.

• e) Pension plans
  • − The Company has facilitated pension plans for employees as viewed as appropriate by the Company's Supervisory Board and as described in the Company's Remuneration report published in the 2023 Annual Report.
  • − Managers that are engaged through management company contracts shall not be entitled to any pension contributions.
  • − In some jurisdictions all compensation to employees qualify for pension contributions. If an employee is hired in a jurisdiction where STI and LTI benefits qualify for the pension contribution basis, such STI and LTI benefits shall be reduced so that the overall cost to the company is no higher than the STI and or LTI benefit would have been without the pension contribution effect.

E. Revision of guidelines

These guidelines are submitted for adoption by the 2024 General Meeting of the Company as recommended of the Compensation Committee and the Supervisory Board. Upon the approval of the 2024 Annual General Meeting, these guidelines shall be valid for a period of up to 2 years until the Annual General Meeting of 2026.

The Compensation Committee and Supervisory Board will propose remuneration guidelines to the annual general meeting at 2-year intervals, provided that revisions may be proposed more frequently at the discretion of the Compensation Committee and the Supervisory Board when considered necessary.

F. Deviations from the guidelines

The Supervisory Board may authorize exceptions from the guidelines in the event that the Company should undergo significant changes, such as mergers or demergers, consolidation or split of shares, acquisition, or divestitures or in the event that the Company is significantly impacted by events that were not foreseen when the guidelines were adopted and implemented. The Supervisory Board may further establish extraordinary incentives in connection with reorganizations, larger acquisitions, divestitures, and similar transactions in order to facilitate the strategic objectives of the Company and the guidelines. Such remedies shall be limited in time.

Any deviations from the guidelines shall be described in the Company's remuneration report the following year.

G. The process for determination of compensation and benefits

The 'grandfather principle' shall apply for the determination of compensation and benefits. In this context the 'grandfather principle' means that the supervisor of the direct manager shall approve decisions relating the subordinate of the direct manager as defined in the operational organization structure.

• a) Compensation and benefits for the CEO and members of the Management Board shall be managed by the Supervisory Board based on recommendations from the Compensation Committee.
• b) For the CEO direct reports, compensation and benefits shall be proposed by the CEO and approved by the Compensation Committee.
• c) Compensation and benefits for other managers and staff are determined in accordance with the 'grandfather principle'.

H. Change of control clauses

There is a general change of control clause for all share, restricted share unit or share option awards. In the event of a change of control, all awarded but unvested shares, restricted share unit or share options shall immediately vest.

I. Adjustments to the STI and LTI variable compensation

• a) In the event of major acquisitions, mergers, divestitures or similar changes to the Company, then the STI plan annual goals may be adjusted by the CEO subject to approval by the Supervisory Board.
• b) In the event of a corporate transaction involving the Parent Company including without limitation items such as a split or combination of shares, issuance of subscription rights, extraordinary dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares the Supervisory Board may modify the terms of awards not yet vested in such manner as the Supervisory Board may determine as reasonable under the circumstances in order to facilitate that the LTI participants realize some or all of the benefits intended to be granted to them under the LTI plan.

J. Conflict of interests

Compensation Committee members and members of the Supervisory Board shall abstain from deliberation, consideration and decision in case of a real, potential or perceived conflict of interest.

K. Repayment

Pryme has not implemented any procedures relating to repayment of compensation and benefits. The award of equity under the LTI plan shall be subject to 'claw back' terms to recover any variable remuneration awarded on the basis of substantially incorrect financial and other data. Claims for repayment shall be subject to applicable law.

L. Remuneration to the Supervisory Board

The remuneration to the members of the Supervisory Board is decided by the shareholders in the General Meeting. Any deviations from the remuneration levels or principles approved by the General Meeting will need shareholder approval.