Terra Innovatum Global NV

Proposal 1 addresses several statutory matters concerning the Company’s 2025 financial year. Shareholders will discuss the 2025 annual accounts, but no vote is required on that discussion item. They will vote on ratifying an additional five-month preparation period under Section 2:101 of the Dutch Civil Code because the Board could not complete the accounts within the initial five-month statutory period due to special circumstances. The Board states that the annual accounts have since been completed, reducing the proposal’s practical effect to formal ratification of the earlier extension. Shareholders will also vote on discharging directors from liability for duties performed during 2025 to the extent those duties were disclosed in the annual accounts or otherwise publicly disclosed before adoption. Finally, shareholders are asked to adopt the Dutch statutory annual accounts, which are prepared under Dutch GAAP and differ from the U.S. GAAP consolidated financial statements in the Form 10-K. The discharge proposal is non-routine, while the extension and adoption proposals are treated as routine matters for broker voting purposes. The Board unanimously recommends voting FOR each voting item, and the filing does not identify opposition or a competing shareholder position.

Proposal 3 seeks shareholder approval for a substantial equity pool that can be used to compensate Board members over the period from November 16, 2026 through December 31, 2029. The requested authorization covers up to 2,000,000 ordinary shares or rights to acquire shares without additional shareholder approval. The pool may increase by as much as 250,000 shares per year, including through applicable evergreen provisions. Awards may be based on financial, operational, strategic, organizational, individual-performance, and new-hire criteria. Individual performance may support no more than 50% of the aggregate pool, providing a stated limitation on purely discretionary allocation. Management explains that awards are expected to be made under the existing Equity Incentive Plan and that the proposal does not itself increase the plan’s overall share reserve. The proposal is required because Article 21.4 of the Company’s articles requires shareholder approval specifying the maximum number and criteria for equity-based director remuneration. The Board recommends FOR, while acknowledging that directors and nominees have an interest because they may be eligible for awards and that actual benefits are not currently determinable.

Proposal 4 asks shareholders to approve a binding amendment to the Company’s remuneration policy under Section 2:135a(2) of the Dutch Civil Code. The amendment would authorize additional cash compensation for non-executive directors who serve on ad hoc, special, or other Board committees. It would establish a target annual short-term incentive for executive directors equal to 100% of base salary. The maximum would be 100% of base salary when paid entirely in cash, or up to 250% of base salary to the extent settled in equity under the Equity Incentive Plan. The actual award could range from zero to the applicable maximum and would be determined by non-executive directors based on performance. The amendment would also permit a future long-term incentive plan involving shares, options, cash-settled awards, or combinations of those instruments. Any equity awards remain subject to the Equity Incentive Plan, required shareholder approvals, and applicable law. The Board supports the proposal, while the filing notes that all directors and nominees have an interest because they may receive remuneration under the amended policy.

Proposal 5 requests a broad authorization for the Board to repurchase the Company’s fully paid shares for 18 months after the AGM. Purchases could occur through derivatives, open-market transactions, private purchases, block trades, or other methods. The authorization would be capped at 10% of issued share capital as measured on the AGM date. The purchase price must be greater than zero and no more than 110% of the average Nasdaq closing price over the five trading days preceding agreement on the acquisition. The authority would provide flexibility to manage the Company’s capital structure and potentially respond to market conditions. The Company expressly states that it does not currently intend to exercise the authorization, so the immediate capital-allocation impact is prospective rather than planned. The proposal is classified as routine, allowing brokers or nominees discretion to vote uninstructed shares. The Board recommends FOR, and the filing provides no additional company-specific repurchase rationale beyond the requested flexibility.