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Pyrum Innovations AG Proxy Solicitation & Information Statement 2026

Jun 2, 2026

1036_rns_2026-06-02_24cc9bc3-81e2-4b2a-862b-3a3c695c5abf.pdf

Proxy Solicitation & Information Statement

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Convenience Translation

Pyrum Innovations AG

Dillingen/Saar

ISIN: DE000A2G8ZX8 / WKN: A2G8ZX

Unique identifier of the event:
CPTG-DE000A2G8ZX8-OHV-202607

Invitation to the annual general meeting

We hereby invite our shareholders to the
annual general meeting of Pyrum Innovations AG
to be held on
Tuesday, July 14, 2026, at 10:00 a.m. (Central European Summer Time – CEST) at
Lokschuppen Dillingen, Werderstraße 4, 66763 Dillingen/Saar, Germany.

Agenda:

  1. Presentation of the adopted annual financial statements and the approved consolidated financial statements of Pyrum Innovations AG as at December 31, 2025, the combined management report for the Company and the Group for the 2025 financial year and the report of the Supervisory Board for the 2025 financial year

These documents are available as from the convening of the annual general meeting on the Company’s website at
https://www.pyrum.net/en/investors/annual-general-meeting/.

They will also be made accessible at the annual general meeting and explained there.

The Supervisory Board has approved the annual financial statements and the consolidated financial statements prepared by the Executive Board. The annual financial statements are thus adopted pursuant to section 172 of the German Stock Corporation Act (Aktiengesetz – AktG). Therefore, in accordance with the statutory provisions, no resolution is to be adopted under agenda item 1.

  1. Resolution on the discharge of the members of the Executive Board of Pyrum Innovations AG for the 2025 financial year

Executive Board and Supervisory Board propose that the members of the Executive Board of Pyrum Innovations AG serving during the 2025 financial year be granted formal discharge for this period.

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Convenience Translation

  1. Resolution on the discharge of the members of the Supervisory Board of Pyrum Innovations AG for the 2025 financial year

Executive Board and Supervisory Board propose that the members of the Supervisory Board of Pyrum Innovations AG serving during the 2025 financial year be granted formal discharge for this period.

  1. Resolution on the election of the auditor and the Group auditor for the 2026 financial year

The Supervisory Board proposes that BRBD Reger Hecht GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Frankfurt am Main, be appointed as auditor of the annual financial statements and auditor of the consolidated financial statements for the 2026 financial year.

  1. Resolution on the cancellation of Authorized Capital 2025, the creation of a new Authorized Capital 2026 with the authority to exclude subscription rights, and the corresponding amendment to the Articles of Association

The authorization of the Executive Board resolved by the annual general meeting on July 24, 2025 under agenda item 5, to increase the Company's share capital, with the approval of the Supervisory Board, on one or more occasions until July 23, 2030, by a total of up to EUR 1,446,948.00 (in words: Euro one million four hundred forty-six thousand nine hundred forty-eight) by issuing new no-par value registered shares against cash and/or contributions in kind (Authorized Capital 2025), has been partially utilized. As part of a cash capital increase from Authorized Capital 2025 implemented in December 2025, the Company's share capital was increased by EUR 473,846.00 to currently EUR 4,292,664.00. Authorized Capital 2025 is now to be cancelled to the extent it has not been utilized and replaced by new Authorized Capital 2026. The new Authorized Capital 2026 is to be created in an amount of EUR 2,146,332.00; this amount corresponds to 50 percent of the Company's share capital existing at the time of this convening. This is intended to increase the Company's room for maneuver and to enable it, as a growth company, to continue to have appropriate and as flexible as possible equity financing options in the future.

It is to be ensured that the cancellation of Authorized Capital 2025 becomes effective only if it is replaced by new Authorized Capital 2026 in accordance with the following resolution proposal.

In light of the above, Executive Board and Supervisory Board propose that the following resolutions be adopted:

a) Cancellation of the existing Authorized Capital 2025

Authorized Capital 2025 created by resolution of the annual general meeting dated July 24, 2025 in accordance with section 4 paragraph 7 of the Articles of Association shall be cancelled, to the extent it has not been utilized, with effect as of the time of entry of the new section 4 paragraph 7 of the Articles of Association pursuant to the following lit. c) in the commercial register of the Company.


Convenience Translation

b) Creation of new Authorized Capital 2026

The Executive Board is authorized, with the approval of the Supervisory Board, until July 13, 2031 to increase the Company’s share capital on one or more occasions by a total of up to EUR 2,146,332.00 (in words: Euro two million one hundred forty-six thousand three hundred thirty-two) by issuing up to 2,146,332 new no-par value registered shares against cash and/or contributions in kind (Authorized Capital 2026). The new shares shall participate in profits from the beginning of the financial year in which they are issued. To the extent legally permissible, the Executive Board may, with the approval of the Supervisory Board, determine, in deviation from this and from section 60 paragraph 2 AktG, that the new shares shall participate in profits from the beginning of a financial year already ended for which, at the time of their issuance, no resolution of the annual general meeting on the appropriation of balance sheet profit has been adopted.

In principle, the shareholders shall be granted subscription rights. The shares may also be acquired by one or more credit institutions, securities institutions or companies within the meaning of section 186 paragraph 5 sentence 1 AktG, selected by the Executive Board, subject to the obligation to offer them for subscription to the shareholders only (indirect subscription right). However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders’ subscription right,

  • in order to exclude fractional amounts from the subscription right;
  • if the capital increase is made against cash contribution and the issue price of the new shares is not significantly lower than the stock market price of the Company’s already listed shares of the same class and with the same terms and conditions at the time of the final determination of the issue price by the Executive Board, as defined in sections 203 paragraphs 1 and 2, 186 paragraph 3 sentence 4 AktG. For this purpose, the stock market price shall also include the price of Norwegian Depository Receipts (“NDR”) listed on the Oslo Stock Exchange (Euronext Growth). If the Company’s shares are listed on the Xetra trading system (or a comparable successor system) of the Frankfurt Stock Exchange and at the same time NDR of the Company are listed on the Oslo Stock Exchange (Euronext Growth), the Company shall choose which of these stock exchange prices shall be decisive. The total number of shares issued under exclusion of subscription rights pursuant to sections 203 paragraphs 1 and 2, 186 paragraph 3 sentence 4 AktG may not exceed 20 percent of the share capital, neither at the time this authorization becomes effective nor at the time of its exercise. This figure shall include shares and/or NDR issued or to be issued to satisfy option or conversion rights or option or conversion obligations arising from option and/or convertible bonds (including profit participation rights and participating bonds), provided that such bonds are issued during the term of this

Convenience Translation

authorization with exclusion of subscription rights in corresponding application of section 186 paragraph 3 sentence 4 AktG; in addition, shares and/or NDR issued during the term of this authorization with simplified exclusion of subscription rights pursuant to or in corresponding application of section 186 paragraph 3 sentence 4 AktG or sold after a share buy-back, shall be counted towards this number;

  • in order to issue new shares if the capital increase is made against contributions in kind, in particular for the purpose of granting shares in the context of business combinations or for the purpose of acquiring businesses, parts of businesses, interests in businesses or other assets or claims to the acquisition of assets including claims against the Company or its group companies;
  • in order to grant holders/creditors of conversion or option rights arising from bonds and/or holders/creditors of financing instruments with conversion or option obligations (including profit participation rights and participating bonds) issued by the Company or its subordinated group companies a subscription right to new shares to the extent to which such persons would be entitled as shareholders after exercise of their conversion or option rights or after fulfillment of a conversion or option obligation.

The Executive Board is authorized, with the approval of the Supervisory Board, to determine further details of the capital increase and the terms and conditions of the share issue. The Supervisory Board is authorized to amend the wording of the Articles of Association following full or partial implementation of the increase of the share capital from Authorized Capital 2026 or after expiry of the authorization period, in each case in accordance with the scope of the capital increase from Authorized Capital 2026.

c) Amendment to the Articles of Association

Section 4 paragraph 7 of the Articles of Association is amended as follows:

“(7) The Executive Board is authorized, with the approval of the Supervisory Board, until July 13, 2031 to increase the Company's share capital on one or more occasions by a total of up to EUR 2,146,332.00 (in words: Euro two million one hundred forty-six thousand three hundred thirty-two) by issuing up to 2,146,332 new no-par value registered shares against cash and/or contributions in kind (Authorized Capital 2026). The new shares shall participate in profits from the beginning of the financial year in which they are issued. To the extent legally permissible, the Executive Board may, with the approval of the Supervisory Board, determine, in deviation from this and from section 60 paragraph 2 AktG, that the new shares shall participate in profits from the beginning of a financial year already ended for which, at the


Convenience Translation

time of their issuance, no resolution of the annual general meeting on the appropriation of balance sheet profit has been adopted.

In principle, the shareholders shall be granted subscription rights. The shares may also be acquired by one or more credit institutions, securities institutions or companies within the meaning of section 186 paragraph 5 sentence 1 AktG, selected by the Executive Board, subject to the obligation to offer them for subscription to the shareholders only (indirect subscription right). However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders’ subscription right,

  • in order to exclude fractional amounts from the subscription right;
  • if the capital increase is made against cash contribution and the issue price of the new shares is not significantly lower than the stock market price of the Company's already listed shares of the same class and with the same terms and conditions at the time of the final determination of the issue price by the Executive Board, as defined in sections 203 paragraphs 1 and 2, 186 paragraph 3 sentence 4 AktG. For this purpose, the stock market price shall also include the price of Norwegian Depository Receipts (“NDR”) listed on the Oslo Stock Exchange (Euronext Growth). If the Company’s shares are listed on the Xetra trading system (or a comparable successor system) of the Frankfurt Stock Exchange and at the same time NDR of the Company are listed on the Oslo Stock Exchange (Euronext Growth), the Company shall choose which of these stock exchange prices shall be decisive. The total number of shares issued under exclusion of subscription rights pursuant to sections 203 paragraphs 1 and 2, 186 paragraph 3 sentence 4 AktG may not exceed 20 percent of the share capital, neither at the time this authorization becomes effective nor at the time of its exercise. This figure shall include shares and/or NDR issued or to be issued to satisfy option or conversion rights or option or conversion obligations arising from option and/or convertible bonds (including profit participation rights and participating bonds), provided that such bonds are issued during the term of this authorization with exclusion of subscription rights in corresponding application of section 186 paragraph 3 sentence 4 AktG; in addition, shares and/or NDR issued during the term of this authorization with simplified exclusion of subscription rights pursuant to or in corresponding application of section 186 paragraph 3 sentence 4 AktG or sold after a share buy-back, shall be counted towards this number;
  • in order to issue new shares if the capital increase is made against contributions in kind, in particular for the purpose of granting shares in the context of business combinations or for the purpose of acquiring

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Convenience Translation

businesses, parts of businesses, interests in businesses or other assets or claims to the acquisition of assets including claims against the Company or its group companies;

  • in order to grant holders/creditors of option or conversion rights arising from bonds and/or holders/creditors of financing instruments with option or conversion obligations (including profit participation rights and participating bonds) issued by the Company or its subordinated group companies a subscription right to new shares to the extent to which such persons would be entitled as shareholders after exercise of their option or conversion rights or after fulfillment of an option or conversion obligation.

The Executive Board is authorized, with the approval of the Supervisory Board, to determine further details of the capital increase and the terms and conditions of the share issue. The Supervisory Board is authorized to amend the wording of the Articles of Association following full or partial implementation of the increase of the share capital from Authorized Capital 2026 or after expiry of the authorization period, in each case in accordance with the scope of the capital increase from Authorized Capital 2026.”

The written report of the Executive Board pursuant to sections 203 paragraph 2 sentence 2, 186 paragraph 4 sentence 2 AktG is available as from the convening of the annual general meeting on our website at

https://www.pyrum.net/en/investors/annual-general-meeting/.

The report will also be made available for inspection by the shareholders at the annual general meeting.

  1. Resolution on the cancellation of the existing authorization, the creation of a new authorization to issue convertible and/or warrant bonds, profit participation rights and/or profit-sharing bonds (or combinations of these instruments), together with the cancellation of the Conditional Capital WSV 2025 and the creation of the Conditional Capital WSV 2026, as well as the corresponding amendment to the Articles of Association

The authorization granted by the annual general meeting on July 24, 2025 under agenda item 6 to issue convertible and/or warrant-linked bonds, profit participation rights or participating bonds or a combination of these instruments has not yet been utilized and is now to be renewed in order to continue to ensure the Company the greatest possible flexibility in corporate financing and access to debt capital. The Executive Board is again to be authorized, in a comparable scope, to issue convertible and/or warrant-linked bonds, profit participation rights or participating bonds or a combination of these instruments (together “Bonds”) with the possibility of excluding subscription rights. At the same time, Conditional Capital WSV 2025 set out in section 4 paragraph 9 of the Articles of Association is to be cancelled and replaced by new Conditional Capital WSV 2026. This is intended to provide the Company


Convenience Translation

with the possibility of establishing an optimal financing structure and the necessary flexibility to issue Bonds with a simplified exclusion of subscription rights pursuant to section 221 paragraph 4 sentence 2 in conjunction with section 186 paragraph 3 sentence 4 AktG.

The maximum aggregate nominal amount of Bonds to be issued under the new authorization is to be EUR 100,000,000.00 and the volume of the new conditional capital to be created to service the Bonds is to be EUR 1,872,421.00. Conditional Capital 2020/I pursuant to section 4 paragraph 6 of the Articles of Association, Conditional Capital 2023 I pursuant to section 4 paragraph 8 of the Articles of Association and Conditional Capital 2024 I pursuant to section 4 paragraph 10 of the Articles of Association shall remain in place.

The written report of the Executive Board pursuant to section 221 paragraph 4 sentence 2 AktG in conjunction with section 186 paragraph 4 sentence 2 AktG is available as from the convening of the annual general meeting on our website at

https://www.pyrum.net/en/investors/annual-general-meeting/.

The report will also be made available for inspection by the shareholders at the annual general meeting.

The Executive Board and the Supervisory Board propose that the following resolutions be adopted:

a) Cancellation of the authorization dated July 24, 2025 and cancellation of Conditional Capital WSV 2025

Upon entry of the amendment to the Articles of Association proposed under the following lit. d) in the commercial register of the Company, the authorization of the Executive Board dated July 24, 2025 to issue convertible and/or warrant-linked bonds, profit participation rights or participating bonds or a combination of these instruments (together “Bonds”) shall be cancelled. At the same time, Conditional Capital WSV 2025 created by resolution of the annual general meeting dated July 24, 2025 pursuant to section 4 paragraph 9 of the Articles of Association shall be cancelled.

b) Authorization to issue convertible and/or warrant-linked bonds, profit participation rights or participating bonds or a combination of these instruments and to exclude subscription rights

aa) General

The Executive Board is authorized, with the approval of the Supervisory Board, until July 13, 2031 to issue, on one or more occasions, bearer or registered convertible bonds and/or warrant-linked bonds, profit participation rights or participating bonds or a combination of these instruments (together “Bonds”) with or without a fixed term, with an aggregate nominal amount of up to EUR 100,000,000.00, and to grant or impose on the holders or creditors of convertible notes or convertible profit participation rights or convertible

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Convenience Translation

participating bonds (together “Convertible Bonds”) conversion rights or conversion obligations, or on the holders or creditors of warrant-linked notes or warrant-linked profit participation rights or warrant-linked participating bonds (together “Warrant-Linked Bonds”) option rights or option obligations, for up to 1,872,421 no-par value registered shares of the Company with a pro rata amount of the share capital of up to EUR 1,872,421.00 in total, in each case in accordance with the detailed terms and conditions of the Bonds. The authorization shall only become effective once Conditional Capital WSV 2026 proposed for resolution under lit. c) below has become effective upon entry in the commercial register.

The Bonds may be issued against cash or against contributions in kind.

The Bonds may also be issued by a subordinated group company of the Company; in such case the Executive Board is authorized to assume a guarantee for the Bonds for the Company and to grant or impose on the holders or creditors of such Bonds conversion or option rights or conversion or option obligations for no-par value registered shares of the Company.

bb) Conversion and option rights

The Bonds shall be divided into partial bonds.

In the case of the issuance of Convertible Bonds, the holders of bearer partial bonds, or otherwise the creditors of the partial bonds, shall have the right to convert their partial bonds into no-par value registered shares of the Company in accordance with the terms and conditions of the convertible bonds to be determined by the Executive Board. The conversion ratio shall be calculated by dividing the nominal amount or the issue price below the nominal amount of a partial bond by the conversion price fixed for one no-par value registered share of the Company and may be rounded up or down to a full number; in addition, a cash adjustment and the combination or cash compensation for fractional amounts which cannot be converted may be provided for. The terms and conditions of the Bonds may provide for a variable conversion ratio and the determination of the conversion price (subject to the minimum price specified below) within a certain range depending on the development of the Company's share price or the price of the Norwegian Depository Receipts of the Company ("NDR") listed on the Oslo Stock Exchange (Euronext Growth), each NDR representing one share, over the term of the bond.

In the case of the issuance of Warrant-Linked Bonds, one or more warrants shall be attached to each partial bond, granting the holder the right, in accordance with the option terms and conditions to be determined by the Executive Board, to subscribe for no-par value registered shares of the Company. The option terms and conditions may provide that the option price may also be paid by transferring partial bonds and, where applicable, an additional cash amount. If fractions of shares arise, it may be provided that


Convenience Translation

such fractions may be aggregated to subscribe for full shares in accordance with the bond or option terms and conditions, where applicable upon additional cash payment.

In no event shall the pro rata amount of the share capital attributable to the shares to be issued per Bond upon conversion or exercise of the option exceed the nominal amount and issue price of the respective Convertible or Warrant-Linked Bond.

cc) Conversion or option obligation

The terms and conditions of the Bonds may also provide for a conversion or option obligation at maturity (or at an earlier point in time or upon occurrence of a specified event). The pro rata amount of the share capital attributable to the shares of the Company to be issued upon conversion or option exercise may not exceed the nominal amount of the Bonds. The terms and conditions of the Bonds may entitle the Company to pay in cash all or part of any difference between the nominal amount or an issue price below nominal of the Bond and the product of conversion or option price and exchange ratio. Section 9 paragraph 1 AktG and section 199 AktG remain unaffected.

dd) Right of substitution

The terms and conditions of the Bonds may provide that, in the event of conversion or option exercise, the Company shall not grant new shares, but instead pay a cash amount corresponding, for the number of shares otherwise to be delivered, to the volume-weighted average stock market price of the Company's shares in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange or the closing prices of the NDR on the stock exchange or multilateral trading facility with the highest total trading volume ("Primary Stock Exchange") during a period to be determined in the terms and conditions of the Bonds. The terms and conditions of the Bonds may further provide that the Bond with conversion or option rights or obligations, or the warrants, may at the Company's discretion be converted not into new shares from conditional capital but into already existing shares or NDR of the Company, or that the option right may be satisfied by delivery of such shares or NDR, or in the case of an option obligation be fulfilled by delivery of such shares or NDR, or that other forms of settlement may be used to satisfy the Bonds. The terms and conditions of the Bonds may also provide for a combination of these forms of fulfillment.

The terms and conditions of the Bonds may also provide that, at maturity of the Bond with conversion or option rights or obligations (including maturity due to termination), the Company may grant the holders or creditors, in whole or in part, shares of the Company or NDR of the Company instead of payment of the amount due or may use other forms of fulfillment.


Convenience Translation

ee) Conversion or option price

The conversion or option price to be determined for one share of the Company must, except in cases where a right of substitution or a conversion or option obligation is provided for, be at least 80 percent of the volume-weighted average closing price of the Company's share in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange or the closing price of the NDR on the Primary Stock Exchange on the ten stock exchange trading days prior to the resolution of the Executive Board on the issuance of the Bonds ("Issue Date"). In the event that subscription rights are granted, the conversion or option price must be at least 80 percent of the volume-weighted average stock market prices of the Company's shares in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange or the closing prices of the NDR on the Primary Stock Exchange during the subscription period, excluding those days of the subscription period that are necessary in order to be able to publish the conversion price in due time pursuant to section 186 paragraph 2 sentence 2 AktG. Section 9 paragraph 1 AktG and section 199 AktG remain unaffected.

In the cases of a right of substitution and a conversion or option obligation, the conversion or option price must, in accordance with the detailed provisions of the terms and conditions of the Bonds, be at least either equal to the above minimum price or to the volume-weighted average closing price of the Company's share in Xetra trading (or a comparable successor system) on the Frankfurt Stock Exchange or the closing prices of the NDR on the Primary Stock Exchange during the ten stock exchange trading days prior to the date of maturity or other specified time, even if this average price is below the aforementioned minimum price (80 percent). Section 9 paragraph 1 AktG and section 199 AktG remain unaffected.

ff) Dilution protection

The authorization also includes the possibility to grant dilution protection or make adjustments for the holders of Bonds in certain cases in accordance with the detailed provisions of the respective terms and conditions. Dilution protection or adjustments may be provided in particular if there are capital measures of the Company during the term of the Bonds (such as a capital increase or capital reduction or share split), but also in connection with dividend payments, the issuance of additional convertible or warrant-linked bonds, conversion measures, or in the event of other occurrences affecting the value of the conversion or option rights occurring during the term of the Bonds (such as a change of control by a third party). Dilution protection or adjustments may, in particular, be provided by granting subscription rights, by changing the conversion/option price, or by changing or granting cash components. Section 9 paragraph 1 AktG and section 199 AktG remain unaffected.


Convenience Translation

gg) Subscription rights and authorization to exclude subscription rights

In principle, the shareholders shall be granted subscription rights, i. e. the Bonds shall in principle be offered to the shareholders of the Company for subscription. The Bonds may also be acquired by one or more credit institutions, securities institutions or companies within the meaning of section 186 paragraph 5 sentence 1 AktG, selected by the Executive Board, subject to the obligation to offer them for subscription to the shareholders only (indirect subscription right). If the Bonds are issued by a company directly or indirectly majority-owned by the Company, the Company shall ensure that the statutory subscription rights for the shareholders are granted in accordance with the preceding sentence.

However, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders’ subscription right to Bonds

  • for fractional amounts resulting from the subscription ratio;
  • in order to grant the holders/creditors of Bonds with conversion and/or option rights or conversion and/or option obligations, issued or to be issued by the Company and/or its direct or indirect majority-owned subsidiaries, subscription rights to Bonds to the extent they would be entitled to as shareholders after exercising their conversion or option rights or after fulfilling a conversion or option obligation;
  • for Bonds issued against cash payment, provided that, after due consideration, the Executive Board concludes that the issue price of the Bonds is not significantly lower than their theoretical market value calculated in accordance with recognized, in particular financial-mathematical, methods. This authorization to exclude subscription rights shall, however, apply only to Bonds with a conversion or option right or conversion or option obligation or a company option for shares with a pro rata amount of the share capital that in aggregate may not exceed 20 percent of the share capital, neither at the time this authorization becomes effective nor – if this value is lower – at the time this authorization is exercised. Shares and/or NDR issued or sold during the term of this authorization directly or in corresponding application of section 186 paragraph 3 sentence 4 AktG with the exclusion of subscription rights shall be counted towards this 20 percent limit on the share capital. Furthermore, this limit shall include those shares and/or NDR issued or to be issued to service Bonds with conversion and/or option rights or conversion and/or option obligations, provided that such Bonds are issued during the term of this authorization on the basis of another authorization with exclusion of subscription rights in corresponding application of section 186 paragraph 3 sentence 4 AktG;

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Convenience Translation

  • if Bonds are issued against contributions in kind, in particular in connection with business combinations or for the (including indirect) acquisition of businesses, parts of businesses, interests in businesses or other assets, including claims against the Company or third parties or in consideration for the waiver of liability, provided that the value of the contribution in kind is reasonably proportionate to the value of the Bonds; the latter shall be determined based on their theoretical market value calculated in accordance with recognized financial-mathematical methods.

If profit participation rights or participating bonds are issued without conversion or option rights or conversion or option obligations, the Executive Board is authorized, with the approval of the Supervisory Board, to exclude the shareholders' subscription right entirely if such profit participation rights or participating bonds are structured like obligations, meaning they do not confer membership rights in the Company, do not grant a share in the liquidation proceeds and their interest is not calculated based on the amount of the net income, balance sheet profit or dividend. In addition, in this case the interest and the issue price of the profit participation rights or participating bonds must correspond to the market conditions prevailing at the time of issue.

hh) Authorization to determine further details

The Executive Board is authorized to determine further details regarding the issue and terms of the Bonds, in particular interest rate, issue price, term and denomination, anti-dilution provisions, conversion or option period and, within the limits described above, the option or conversion price, or to determine these in agreement with the governing bodies of the group company issuing the Warrant-Linked option or Convertible Bond on behalf of the Company.

c) Creation of new Conditional Capital WSV 2026

The share capital is conditionally increased by up to EUR 1,872,421.00 (in words: Euro one million eight hundred seventy-two thousand four hundred twenty-one) by issuing up to 1,872,421 new no-par value registered shares (Conditional Capital WSV 2026). The conditional capital increase serves to grant no-par value registered shares upon exercise of conversion or option rights (or in fulfillment of corresponding conversion or option obligations) or upon exercise of a company option to grant, in whole or in part, shares of the Company instead of paying the amount due, to the holders or creditors of Convertible and/or Warrant-Linked bonds, profit participation rights or participating bonds or a combination of these instruments, which are issued by the Company or by a subordinated group company on the basis of the authorization resolution of the annual general meeting dated July 14, 2026 until July 13, 2031. The new shares shall be issued at the respective conversion or option price to be determined in accordance with the aforementioned authorization resolution.

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Convenience Translation

The conditional capital increase shall only be implemented to the extent that Bonds with conversion or option rights or obligations are issued pursuant to the authorization resolution of the annual general meeting dated July 14, 2026 and to the extent that conversion or option rights are exercised or conversion or option obligations are fulfilled, or to the extent the Company exercises its option to grant, in whole or in part, shares of the Company instead of paying the amount due, and to the extent in each case no cash compensation is granted and no treasury shares of the Company or other forms of settlement are used to service the Bonds. The new shares shall participate in profits from the beginning of the financial year in which they come into existence; to the extent legally permissible, the Executive Board may, with the approval of the Supervisory Board, determine profit participation of new shares for this purpose and also for a financial year that has already ended, deviating from section 60 paragraph 2 AktG.

The Executive Board is authorized, with the approval of the Supervisory Board, to determine further details regarding the implementation of the conditional capital increase.

d) Amendment to the Articles of Association

Section 4 paragraph 9 of the Articles of Association shall be amended as follows:

“(9) The share capital is conditionally increased by up to EUR 1,872,421.00 (in words: Euro one million eight hundred seventy-two thousand four hundred twenty-one), divided into up to 1,872,421 new no-par value registered shares (Conditional Capital WSV 2026). The conditional capital increase shall only be implemented to the extent that the holders or creditors of Convertible and/or Warrant-Linked bonds, profit participation rights or participating bonds or a combination of these instruments issued or guaranteed by the Company or a subordinated group company of the Company on the basis of the authorization of the Executive Board by resolution of the annual general meeting dated July 14, 2026 until July 13, 2031 exercise their conversion or option rights, or, if they are obliged to convert or exercise options, fulfill their conversion or option obligations, or to the extent the Company exercises its option to grant, in whole or in part, shares of the Company instead of paying the amount due, and in each case no cash compensation is granted and no treasury shares of the Company or other forms of settlement are used to service the Bonds. The new shares shall be issued at the respective conversion or option price to be determined in accordance with the aforementioned authorization resolution. The new shares shall participate in profits from the beginning of the financial year in which they come into existence; to the extent legally permissible, the Executive Board may, with the approval of the Supervisory Board, determine profit participation of new shares for this purpose and also for a financial year that has already ended, deviating from section 60


Convenience Translation

paragraph 2 AktG. The Executive Board is authorized, with the approval of the Supervisory Board, to determine further details regarding the implementation of the conditional capital increase.”

e) Authorization to adjust the Articles of Association

The Supervisory Board is authorized to amend the wording of section 4 paragraphs 1 and 9 of the Articles of Association in accordance with the respective issue of the subscription shares and to make all other related amendments to the Articles of Association affecting wording only. The same applies if the authorization to issue Bonds is not utilized upon expiry of the authorization period, as well as if Conditional Capital WSV 2026 is not utilized upon expiry of the periods for the exercise of conversion or option rights or for the fulfillment of conversion or option obligations.

  1. Resolution on the adjustment of the Supervisory Board’s compensation and the corresponding amendment to the Company’s Articles of Association

The fixed remuneration for each member of the Supervisory Board stipulated in section 13 paragraph 1 of the Articles of Association of the Company is to be increased to EUR 15,000.00 per Supervisory Board member per year. The Chairperson of the Supervisory Board shall continue to receive twice, and the Deputy Chairperson one and a half times, this fixed remuneration. In the opinion of the Executive Board and the Supervisory Board, the proposed increase in remuneration accounts for the responsibilities and the increased time commitment associated with the Supervisory Board’s supervisory and advisory activities and corresponds to an appropriate remuneration customary in the market.

The Executive Board and the Supervisory Board therefore propose that the following resolution be adopted:

Section 13 of the Articles of Association of the Company shall be amended in full as follows:

“(1) The members of the Supervisory Board shall receive, in addition to the reimbursement of their cash expenses and any value-added tax payable by them in connection with their Supervisory Board activities, a fixed remuneration payable after the end of the financial year amounting to EUR 15,000.00 per full financial year and per member.

(2) The Chairperson of the Supervisory Board shall receive twice, and the Deputy Chairperson one and a half times, the aforementioned fixed remuneration.

(3) If the term of office of a member of the Supervisory Board or a function associated with increased remuneration begins or ends during a financial year, the member of the Supervisory Board shall receive the remuneration or increased remuneration on a pro rata temporis basis.

(4) This provision shall apply for the first time to the remuneration payable for the year 2026.”

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Convenience Translation

The currently applicable Articles of Association are available on our website at

https://www.pyrum.net/en/investors/annual-general-meeting/.

They will also be available there during the annual general meeting and will furthermore be accessible at the annual general meeting.

Total number of shares and voting rights

At the time of convening this annual general meeting, Pyrum Innovations AG has issued a total of 4,292,664 no-par value registered shares, each granting one vote. As of the day of convening of this annual general meeting, all shares are entitled to participate and vote.

Conditions for participation in the annual general meeting and the exercise of voting rights

Pursuant to section 15 paragraph 1 of the Articles of Association of the Company, those shareholders are entitled to participate in the annual general meeting and to exercise voting rights – in person or by proxy – who have registered with the Company in text form (section 126b of the German Civil Code (Bürgerliches Gesetzbuch – BGB)) in German or English at the address below, at the latest by Tuesday, July 7, 2026, 24:00 hrs. CEST (receipt by the Company):

Pyrum Innovations AG
c/o CAPTRACE GmbH
Trimburgstr. 2
81249 Munich
Germany
or by e-mail to: [email protected]

and are entered in the share register.

In relation to the Company, rights and obligations arising from shares exist pursuant to section 67 paragraph 2 sentence 1 AktG only for and against the person entered in the share register. Accordingly, for the right to participate and for the number of voting rights of a person entitled to participate at the annual general meeting, the status of the share register on the day of the annual general meeting is decisive. For technical processing reasons, however, no registrations will be recorded in the share register from July 8, 2026 until the end of the annual general meeting (so-called registration stop). Therefore, the status of the share register on the day of the annual general meeting corresponds to the status as of July 7, 2026, 24:00 hrs. CEST (so-called Technical Record Date). The registration stop does not constitute a block on the disposal of shares. However, purchasers of shares whose transfer applications are received by the Company after July 7, 2026 cannot exercise participation and voting rights arising from these shares, unless they are authorized by proxy or empowered to exercise rights.

The Company will send the documents for registration, together with the notice of the convening of the annual general meeting, without request to those persons who are entered in

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the share register of the Company no later than at the beginning of the twenty-first day prior to the annual general meeting.

After receipt of registration, admission tickets for the annual general meeting will be sent by the registration office to the shareholders or to the proxies designated by them.

Procedure for voting by proxy

Shareholders who are entered in the share register may also have their voting rights at the annual general meeting exercised by a proxy, e.g. an intermediary or a shareholders’ association. In this case as well, proper and timely registration for the annual general meeting in accordance with the requirements set out above is required. If a shareholder authorizes more than one person, the Company may reject one or more of these persons.

As a general rule, the granting of proxy, its revocation and proof of authorization vis-à-vis the Company must be in text form (section 126b BGB).

Proof of a granted proxy can be provided by the proxy presenting the proxy at the entrance control on the day of the annual general meeting, or by sending proof by post or e-mail to the following address:

Pyrum Innovations AG
c/o CAPTRACE GmbH
Trimburgstr. 2
81249 Munich
Germany
or by e-mail to: [email protected]

The foregoing transmission channels are also available if the proxy is to be granted by declaration to the Company; in this case, separate proof of authorization is not required. The revocation of a proxy already granted may also be declared directly to the Company via the transmission channels specified above. Such revocation may also be made informally by appearing in person at the annual general meeting.

Shareholders wishing to authorize a proxy are requested to use the proxy form received with the registration documents. A form that can be used to grant a proxy will also be sent to shareholders at any time upon request and is additionally available on the Internet at

https://www.pyrum.net/en/investors/annual-general-meeting/.

In the case of granting proxy to an intermediary as well as a shareholders’ association, a proxy adviser within the meaning of section 134a paragraph 1 no. 3, paragraph 2 no. 3 AktG or another institution or person equivalent to an intermediary pursuant to section 135 paragraph 8 AktG, as well as in the case of revocation and proof of such authorization, special provisions may apply; shareholders are therefore requested, in such cases, to coordinate with the intended proxy in due time. An intermediary, a shareholders’ association, a proxy adviser within the meaning of section 134a paragraph 1 no. 3, paragraph 2 no. 3 AktG or another institution or person

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equivalent to an intermediary pursuant to section 135 paragraph 8 AktG may exercise voting rights for shares that do not belong to them, but for which they are entered in the share register as holder, only on the basis of an authorization.

Further information on granting proxies can be found in the forms provided for this purpose.

Procedure for voting by proxies appointed by the Company

As a service, we offer our shareholders entered in the share register who have properly and timely registered for the annual general meeting in accordance with the above provisions the option of being represented at the annual general meeting by proxies appointed by the Company. The proxies exercise the voting rights exclusively in accordance with instructions given by the shareholder. Without instructions from the shareholder, the proxies appointed by the Company are not authorized to exercise voting rights. Please note that the proxies appointed by the Company cannot accept instructions to make statements, ask questions, file motions, or declare objections to resolutions of the annual general meeting.

Proxy and instructions must be granted in text form (section 126b BGB). A form for granting proxy and issuing instructions to the proxies appointed by the Company will be sent to the shareholders with the registration documents. A form for granting proxy and issuing instructions is also available on the Internet at

https://www.pyrum.net/en/investors/annual-general-meeting/.

and can be requested by post or e-mail from the address given below.

Shareholders wishing to authorize the proxies nominated by the Company are requested to send the proxy and instructions in text form no later than Monday, July 13, 2026, 24:00 hrs. (CEST) (receipt by the Company) by post or by e-mail to the following address:

Pyrum Innovations AG
c/o CAPTRACE GmbH
Trimburgstr. 2
81249 Munich
Germany
or by e-mail to: [email protected]

The same applies to amendments or revocations of proxy and instructions. Personal attendance at the annual general meeting automatically constitutes revocation of proxy and instructions previously granted to the proxies nominated by the Company.

Further details regarding the granting of proxy and instructions to the proxies nominated by the Company can be found in the forms provided for this purpose.

Transmission of information by intermediaries via SWIFT

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In addition to the above channels for registration and voting, registration, ordering of admission tickets and issuing of instructions as well as changes thereto may also be carried out through intermediaries via SWIFT in accordance with section 67c AktG.

For this purpose, authorized SWIFT participants are requested to use

BIC: CPTGDE5WXXX

Instructions are possible only in accordance with ISO 20022 via SWIFT. The shareholder number (Company Register Shareholder Identification) must form part of a valid instruction.

Registrations via SWIFT must be received by the Company no later than the last registration date (SWIFT Enrolment Market Deadline), i.e. by Tuesday, July 7, 2026, 24:00 hrs. (CEST). Changes to admission ticket orders and proxies and instructions via SWIFT are possible thereafter and must be received by the Company by Monday, July 13, 2026, 24:00 hrs. (CEST) (SWIFT Vote Market Deadline).

Motions to supplement the agenda pursuant to section 122 paragraph 2 AktG

Shareholders whose shares together amount to one-twentieth of the share capital or represent a pro rata amount of at least EUR 500,000 of the share capital (corresponding to 500,000 shares) may, subject to the statutory requirements of section 122 paragraph 2 AktG, request that items be placed on the agenda and published. Each new agenda item must be accompanied by a statement of reasons or a draft resolution. The request must be addressed in writing to the Executive Board of the Company and must be received by the Company no later than Friday, June 19, 2026, 24:00 hrs. (CEST).

Please send such requests to the following address:

Pyrum Innovations AG
Executive Board
Dieselstraße 8
66763 Dillingen/Saar
Germany

Agenda supplements to be published will be published in the Federal Gazette without undue delay upon receipt of the request, to the extent that they have not already been published with the convening notice.

Countermotions and election proposals pursuant to sections 126 paragraph 1, 127 AktG

Each shareholder has the right to submit countermotions regarding the resolution proposals on the items of the agenda. If countermotions are to be made available in advance of the annual general meeting, they must, pursuant to section 126 paragraph 1 AktG, be sent to the Company no later than June 29, 2026, 24:00 hrs. (CEST) (receipt by the Company) exclusively to the following postal address or e-mail address:

Pyrum Innovations AG
c/o CAPTRACE GmbH

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Trimburgstr. 2
81249 Munich
Germany
or by e-mail to: [email protected]

Countermotions addressed otherwise will not be considered.

Subject to section 126 paragraphs 2 and 3 AktG, countermotions by shareholders to be made available will be published without undue delay at

https://www.pyrum.net/en/investors/annual-general-meeting/

including the name of the shareholder, any justification and any statement by the management.

The right of every shareholder to submit countermotions on specific agenda items during the annual general meeting, even without prior submission to the Company, remains unaffected. Countermotions submitted in advance and in due time must also be submitted again during the annual general meeting.

The above provisions, including the deadline for publication (receipt no later than June 29, 2026, 24:00 hrs. (CEST)), apply mutatis mutandis to election proposals by shareholders pursuant to section 127 AktG, with the proviso that the Executive Board does not need to make an election proposal available if it does not contain the name, profession and place of residence of the proposed person. Election proposals do not need to be justified.

Shareholders’ right to information pursuant to section 131 paragraph 1 AktG

At the annual general meeting, each shareholder and shareholder representative may request information from the Executive Board about matters of the Company, to the extent that such information is necessary for a proper evaluation of the items on the agenda. The obligation to provide information also extends to the Company’s legal and business relations with an affiliated company and to the situation of the group and the companies included in the consolidated financial statements. Requests for information must generally be made orally at the annual general meeting during the debate.

In certain cases, described in greater detail in section 131 paragraph 3 AktG, the Executive Board may refuse to provide information. Under the Articles of Association of the Company, the chairperson of the meeting may reasonably limit the right of shareholders to speak and ask questions in terms of time.

Note for holders of Norwegian Depository Receipts

Holders of Norwegian Depository Receipts (VPS Shares) may obtain further information from DNB Carnegie, Issuer and Investor Services, P.O. Box 1600 Sentrum, 0021 Oslo, Norway, E-mail: [email protected], Telephone: +47 23 26 80 16.

Data protection information for shareholders and shareholder representatives

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Information on the processing of your personal data in connection with the annual general meeting and the share register can be found at

https://www.pyrum.net/en/investors/annual-general-meeting/

Dillingen/Saar, in June 2026

Pyrum Innovations AG

The Executive Board