Terra Innovatum Global N.V. (NKLR) Proxy filing summary

Executive summary

• AGM scheduled for Nov. 16, 2026; shareholders will consider FY2025 accounts, director appointments, director equity remuneration, remuneration policy, share repurchase authority and withdrawal of KPMG’s Dutch audit engagement. The Board recommends FOR all voting items.

• SOLO is designed to produce 1 MWe per unit and operate for 15 years without refueling; deployment is targeted by 2028.

Voting matters and shareholder proposals

• FY2025 proposals include a five-month extension to prepare the annual accounts, director discharge and adoption of Dutch GAAP statutory accounts; the accounts discussion is not a voting item.

• Eight director nominations are proposed for terms through the 2027 AGM; each appointment is a separate vote under a binding Board nomination.

• Shareholders will vote on a director equity-award pool and criteria, an amended remuneration policy, an 18-month share-acquisition authorization and withdrawal of KPMG’s Dutch statutory audit engagement.

• For 2027 Rule 14a-8 proposals, the stated submission deadline is June 28, 2027; agenda proposals generally require holders of at least 3% of issued share capital and submission 60 days before the AGM.

Board of directors and corporate governance

• If all nominees are approved, the Board will have three executive and five non-executive directors; directors serve terms ending at the next annual general meeting.

• The Board determined that named non-executive directors are Nasdaq-independent; all non-executive directors qualify as independent under the Dutch Corporate Governance Code.

• Audit, Remuneration, and Nominating and Corporate Governance committees oversee financial reporting and controls, compensation, and director nominations and governance, respectively.

• Board and CEO roles are separate; the Board oversees strategic risk directly and through its standing committees, with periodic review of the leadership structure.