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

Executive summary

• AGM scheduled for 16 November 2026; agenda includes FY2025 accounts, director appointments, remuneration changes, share repurchase authority and KPMG audit withdrawal.

• Board says FY2025 accounts preparation was delayed by special circumstances; preparation is now complete, and shareholders are asked to approve a five-month statutory extension.

Voting matters and shareholder proposals

• Shareholders will vote on FY2025 accounts adoption and director discharge for duties disclosed in the accounts or otherwise publicly disclosed before adoption.

• Proposed Board authorization to acquire up to 10% of issued capital for 18 months after the AGM, at no more than 110% of the preceding five-trading-day average closing price; no current intent to use it.

• Resolutions generally pass by a simple majority of votes cast; abstentions, blank, invalid and broker non-votes are excluded.

Board of directors and corporate governance

• Proposed director terms run through the close of the 2027 AGM; nominees include executive directors Alessandro Petruzzi and Massimo Morichi, and executive director/CFO Katherine Crocker Williams.

• Five proposed non-executive appointees are Joanna Lyn Lohkamp, Kostadin Ivanov, Mamdouh El-Shanawany, S. Michael Modro and Tony Tullio, bringing experience across boards, nuclear engineering, safety and finance.

• Nominees were proposed by binding Board nomination; under the articles, directors are appointed for a maximum one-year term and may be reappointed.