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

Executive summary

• AGM scheduled for November 16, 2026, with in-person and virtual participation; the Board unanimously recommends FOR all voting items.

• SOLO is designed to generate 1 MWe, run 24/7 for 15 years without refueling, and deliver zero-carbon power; deployment is targeted by 2028.

Voting matters and shareholder proposals

• FY2025 proposals seek a five-month extension to the statutory accounts-preparation period, directors’ discharge for disclosed FY2025 duties, and adoption of Dutch GAAP accounts; the accounts were completed after the extension.

• Eight director reappointments or appointments are proposed for terms ending at the 2027 AGM; each requires a separate vote.

• Proposal 3 seeks approval for up to 2,000,000 director shares or rights from November 16, 2026 through December 31, 2029, with annual pool increases of up to 250,000 shares.

• Proposal 4 would amend the remuneration policy; Proposal 5 seeks 18-month buyback authority; Proposal 6 seeks withdrawal of KPMG’s Dutch statutory audit engagement for FY2025.

• Rule 14a-8 proposals for the 2027 AGM are due by June 28, 2027; shareholders representing at least 3% of issued capital may submit agenda proposals at least 60 days before that meeting.

Board of directors and corporate governance

• If all nominees are approved, the Board will comprise three executive and five non-executive directors; nominees’ terms run through the 2027 AGM.

• The Board identifies five non-executive directors as Nasdaq-independent; all non-executive directors qualify as independent under the Dutch Corporate Governance Code.

• Alessandro Petruzzi serves as both CEO and Board Chair; executive directors oversee operations and strategy, while non-executives supervise Board performance.

• Audit, Remuneration, and Nominating and Corporate Governance committees are composed of independent directors; committee remits cover reporting and controls, compensation, and director nominations and governance.

• The Board has no specific director-diversity policy and no formal policy for shareholder-recommended director candidates.