Renewed Articles of Association: English

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Informal English translation of the articles of association of Pryme N.V., with its registered office in Rotterdam, dated 9 April 2024.

In this translation an attempt has been made to be as literal as possible without jeopardising the overall continuity. Inevitably differences may occur in translation, and if so the Dutch text shall be legally binding.

ARTICLES OF ASSOCIATION

Article 1. Name and Registered Office

The name of the company is: Pryme N.V.

The company has its registered office in Rotterdam, the Netherlands.

Article 2. Objects

The objects for which the company is established are:

1. to develop, design, construct, produce, operate and market factories for the reuse of plastics;
2. to purchase, trade and sell plastics and other raw and auxiliary materials, and to market semi-finished and finished products made of plastics and raw materials;
3. to exploit and trade patents, trademark rights, licenses, know -how, copyrights, databases and other intellectual property rights;
4. to trade currencies, securities and assets in general;
5. to provide advice and to provide services to legal entities, enterprises and companies within its group or in which the company holds any interest, as well as to third parties;
6. either alone or jointly with others to acquire and dispose of participations or other interests in bodies corporate, companies and enterprises, to collaborate with and to manage such bodies corporate, companies or enterprises;
7. to acquire, manage, turn to account, encumber and dispose of any (registered) property - including intellectual and industrial property rights - and to invest capital;
8. to supply or procure the supply of money loans including the issuance of bonds, debentures and/or other securities, particularly - but not exclusively - loans to bodies corporate and companies which are subsidiaries and/or affiliates of the company or in which the company holds any interest, as well as to draw or to procure the drawing of money loans and to enter into related agreements;
9. to enter into agreements whereby the company commits itself as

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guarantor or severally liable co-debtor, or grants security or declares itself jointly or severally liable with or for others, particularly - but not exclusively

1. - to the benefit of bodies corporate and companies as referred to above under h.;

2. to do all types of industrial, financial and commercial activities;
3. to do all such things as are incidental or conducive to the above objects or any of them.

Article 3. Capital and shares

The authorized capital of the company amounts to three million seven hundred fifty thousand-euro (€3,750,000.00), divided into seventy-five million (75,000,000) shares, each having a nominal value of five eurocent (€0.05).

Article 4.

The shares are registered shares and are numbered consecutively, from 1 upwards.

Share certificates shall not be issued.

Article 5.

a. The issue of shares shall be subject to a resolution adopted by the general meeting or another body of the company designated for this purpose by a resolution of the general meeting, always for a period not exceeding five years. When such a designation is made, the number of shares which may be issued by the designated body of the company must be specified as well. The designation may be extended, each time for not more than five years. It is not possible to withdraw (revoke) a designation, unless the contrary has been provided when the designation was made.

1. In this resolution, the general meeting shall also determine the price and terms of issue, with due observance of these articles of association.
2. Save for the provisions of Section 2:80, subsection 2, of the Dutch Civil Code, the issue price shall not be below par.
3. 1. The issue share shall also require a deed to that end executed before a civil-law notary practicing in the Netherlands, to which deed those involved in the transaction are the parties, unless Section 2:86c of the Dutch Civil

Code applies.

The preceding provisions shall apply mutatis mutandis to the grant of rights to subscribe for shares, but shall not apply to the issue of shares to a person exercising a previously acquired right to subscribe for shares.

Within eight days after a resolution of the general meeting to issue shares or to authorize another body of the company, the full text of such resolution shall be deposited at the office of the Trade Register. Within eight days of each issue of shares, the company shall declare this to the office of the Trade Register, stating the number of shares issued.

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Upon the issue of shares, shareholders shall have a pre-emptive right proportionate to aggregate amount of their shareholdings. A shareholder shall not have a pre-emptive right on shares issued against contribution in kind. A shareholder shall not have a pre-emptive right on shares issued to employees of the company or a group company. The pre-emptive right cannot be transferred. The pre-emptive right can be limited or excluded, for each single issue, by the general meeting, with due observance of applicable statutory provisions.

Pre-emptive rights may be limited or excluded also by a body of the company designated under paragraph 1 sub a., if a resolution of the general meeting has designated this body of the company for a specific period of time, not exceeding five years, to limit or exclude pre-emptive rights. The designation may be extended, each time for not more than five years. It is not possible to withdraw (revoke) a designation, unless the contrary has been provided when the designation was made.

A resolution of the general meeting to limit or exclude the pre -emptive right or to authorize the body of the company as referred to in paragraph 1 sub a. shall require a majority of at least two-thirds of the votes cast, if less than one half of the issued capital is represented at the meeting.

Shareholders shall have a pre-emptive right at the grant of rights to subscribe for shares; paragraphs 4, 5 and 6 of this Article 5 shall apply mutatis mutandis. Shareholders shall not have a pre-emptive right with respect to shares issued to a person exercising a previously acquired right to subscribe for shares.

Article 6.

When subscribing for any share, the nominal value or a part of that must be paid up and, if the share is subscribed for a higher amount, the difference between those amounts. It may be stipulated that the nominal value or part thereof need not be paid up until a specific later point in time or until the management board has called it.

Payment on a share must be made in cash, unless another contribution has been agreed upon. Payment in a currency other than the one in which the nominal amount of the shares is expressed shall require permission from the company represented by the management board.

A payment in foreign currency will result in the performance of the obligation to pay up the shares to the extent that the paid-up sum can be converted (exchanged) freely into euros.

The company may demand payment at an exchange rate on a fixed day, chosen within two months before the last day on which the payment must be made, provided that the shares or depository receipts for those shares will be admitted immediately after their issuance to a regulated market or multilateral

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trading facility as meant in Section 1:1 of the Financial Supervision Act (Wet op het financieel toezicht) for which a license is granted in another member state or to a system comparable with such regulated markets or multilateral trading facilities in a State that is not a member state.

Article 7. Shareholders' register

The management board shall keep a register in which the names and addresses of all shareholders are recorded, stating the date on which they acquired the shares, the date of acknowledgement or service, the amount paid up on each share and such additional data deemed desirable by the company or as prescribed by law. A portion of the register may be kept outside the Netherlands in order to satisfy foreign statutory requirements or the requirements set by a stock exchange. The management board has the authority to designate a register within the meaning of Article 2:119 paragraph 1 of the Dutch Civil Code.

The register shall be updated regularly, on the understanding that any change of the data referred to in paragraph 1 above is entered in the register as soon as possible; any discharge from liability for payments not made shall also be entered in it, stating the date on which discharge was granted.

Shareholders and others whose data must be entered in the register pursuant to the provisions of this Article shall provide the management board in a timely fashion with the necessary data. If an electronic address is also disclosed with the aim of its inclusion in the shareholders' register, such disclosure also implies agreement for all official notices including convocations to be received by electronic means.

Upon request, the management board shall provide any person referred to in paragraph 1 with an extract from the register regarding their entitlement to any share, free of charge.

The management board shall keep the register available at the company's offices for inspection by the shareholders as well as the usufructaries and pledgees in whom the rights that have been conferred by law to the holders of depository receipts for shares that have been issued with the co-operation of a company are vested at the office of the company. The preceding sentence shall not apply to the part of the register that is kept outside the Netherlands in compliance with laws or stock exchange rules applicable there.

The data in the register regarding partly paid-up shares shall be available for inspection by anyone; a copy or extract from this information shall be provided at no more than cost.

Shares which have been transferred to Verdipapirsentralen ASA, in its capacity of Norwegian central securities depository ("Euronext ESO"), for the purpose of registration in 'Verdipapirsentralen', being the electronic transfer and

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settlement system for listed securities in Norway ("ESO") will, to facilitate the registration, be registered in the name of Euronext ESO or a custodian as appropriate.

The portion of the shareholder register of the company that is kept in Norway is kept at Euronext ESO based in Oslo, Norway, and it is designated by the management board as the register within the meaning of Article 2:119 paragraph 1 of the Dutch Civil Code. Under Norwegian law, this register is a public register with common access for the public either through ESO or indirectly through requests to the Company. Any requestor of information to the ESO will be charged applicable fees for such information.

Article 8.

[Deleted]

Article 9. Depository receipts for shares

The company is authorized to give its co-operation to the issue of depository receipts for shares in its own capital.

Article 10.

[Deleted]

Article 11. Acquisition of shares in its own capital

The management board decides on the acquisition of shares in the capital of the company. Prior authorization of the general meeting is required for the acquisition. Acquisition by the company of partly paid-up shares in its capital shall be null and void.

The company cannot acquire paid-up shares in its own capital, except for no consideration if:

1. the general meeting has authorized the management board to do so and in that authorization - which shall be valid for a period not exceeding eighteen months - has also determined how many shares may be acquired, the manner in which they may be acquired and the upper and lower limits of the price. No authorization shall be required if shares are acquired in order to be transferred to employees in the service of the company or a group company by virtue of an arrangement applicable to such employees. Such shares must be quoted on a stock exchange;
2. the company's equity reduced by the acquisition price is not less than the sum of the paid-up and called-up part of the capital and the reserves which must be maintained by law and the articles of association; and
3. the nominal amount of the shares to be acquired and of the shares already held by the company, or in respect of which the company holds a pledge or which are held by a subsidiary, does not exceed half of the issued share capital.
   The determining factor in respect of the requirement under b. shall be the

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size of the company's equity as shown by the most recently adopted balance sheet, reduced by the acquisition price of shares in the capital of the company, the amount of the loans referred to in Section 2:98c, subsection 2, of the Dutch Civil Code and any distributions from profits or reserves to others which may have become payable by the company and its subsidiaries, if any, since the balance sheet date. If more than six months of any financial year have elapsed without the previous year's annual accounts having been adopted, acquisitions according to the provisions of this paragraph shall not be permitted.

The provisions of this Article shall not apply to the acquisition of shares by the company in its own capital which the company may acquire by universal succession of title.

A subsidiary of the company may not (cause others to) subscribe for shares in the company's capital for its own account. Subsidiaries may only (cause others to) acquire shares of the company for their own account insofar as the company may acquire such shares itself pursuant to the preceding provisions of this Article.

Shares held by the company in its own capital shall be disposed of by resolution of and on conditions to be determined by the management board.

The provisions of Articles 5 and 6 shall to the fullest possible extent apply mutatis mutandis to the disposal of shares acquired by the company in its own capital.

The company or a subsidiary may not exercise the rights attached to shares held by the company itself or its subsidiary.

The preceding paragraphs shall apply mutatis mutandis to depository receipts issued for shares.

The management board is authorized to perform the legal acts as described in Section 2: 94 of the Dutch Civil Code without the prior approval of the general meeting.

Article 12. Capital reduction

The general meeting may resolve to reduce the issued capital by cancelling shares or by reducing the amount of the shares by amending the articles of association.

This resolution must identify the shares to which this resolution relates and it must provide for the implementation of the resolution.

A resolution to reduce the capital shall require a majority of at least two/thirds of the votes cast, if less than half of the issued share capital is represented at the general meeting.

The notice calling a meeting at which a resolution as referred to in this Article 12 is to be passed shall state the purpose of the capital reduction and the

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manner of implementation. Subsections 2, 3 and 4 of Section 2:123 of the Dutch Civil Code shall apply mutatis mutandis.

A capital reduction must moreover be effected with due observance of the relevant provisions of the law.

Article 13. Transfer of shares

Unless it concerns shares as referred to in Section 2:86c of the Dutch Civil Code, the transfer of a share or of a restricted right to it shall require a notarial deed to that end executed before a civil-law notary practicing in the Netherlands, to which those involved in the transaction are the parties.

Except where the company is a party to the transaction, the rights attached to the share cannot be exercised until the company has acknowledged the legal transaction or until the deed has been served upon it in accordance with the relevant provisions of the law, or until the company has acknowledged this transfer by making an entry in the shareholders' register as referred to in Article 7.

The transfer of shares is not restricted in the sense of Section 2:87 of the Dutch Civil Code.

The shares of the company are admitted to listing and traded on the Euronext Oslo stock exchange. Trades on the Euronext Oslo stock exchange are governed exclusively by Norwegian law.

Article 14. Management

The company shall have a management board, consisting of one or more directors, the number to be determined by the supervisory board. Legal entities may also be appointed as a director. The management board will be under the supervision of the supervisory board.

The general meeting shall appoint the directors, for a period of maximum four

1. years, and the general meeting as well as the supervisory board may suspend or remove them from office at any time. A director who has retired as a result of the expiry of the term of appointment may be immediately reappointed, for a term of not more than four (4) years at a time. If the retired director as meant in the preceding sentence is the only director of the company, he will stay in function as director until he is replaced or reappointed. The general meeting may grant one or more directors the title of CEO, general manager, or such other title as it deems appropriate and may deprive any director of such title at any time.

The supervisory board will make binding nominations for the appointment of directors. These nominations contain at least one candidate for each vacancy to be filled. The general meeting may remove the binding nature of any nomination by a resolution passed with at least two-thirds of the votes cast, which two-thirds represent more than half of the issued capital. Furthermore,

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the general meeting is free to appoint a director if the nomination has not been made within six months after the vacancy to be filled has arisen.

The management board shall be entrusted with managing the company. In fulfilling their duties, the directors shall be guided by the interests of the company and its business. The management board will be obliged to follow the instructions of the supervisory board on financial, social, economic and personnel policy, including the company itself as well as with regard to each subsidiary company of the company (in casting votes on the shares that are held in subsidiary companies). The management board will follow the instructions, unless these are contrary to the interests of the company and its business. Furthermore, the management board shall supply the supervisory board in a timely manner with the data needed for the discharge of its duties. The management board shall inform the supervisory board in writing at least once a year on the outlines of the strategy, the general and financial risks and the management and monitoring system of the company.

The management board requires the prior approval of the general meeting for passing the following resolutions concerning an important change in the identity or character of the company or its enterprise:

1. a transfer of its enterprise or practically its entire enterprise to a third party, including the transfer of patents, technical know-how and activities that are essential for the income of the company and/or form the basis of the knowledge and skills of the company;
2. the entry into or termination of a long-term cooperation of the company or a subsidiary of the company with another legal entity or company as a fully liable partner in a limited partnership or general partnership, if such cooperation or termination is of a far-reaching significance for the company;
3. the acquisition or divestment by it or a subsidiary of the company of a participating interest in the capital of a company having a value of at least one-third of the amount of its assets according to its balance sheet and explanatory notes or, if the company prepares a consolidated balance

sheet, according to its consolidated balance sheet and explanatory notes in the last adopted annual accounts of the company.

Furthermore, the management board shall also require prior approval of the supervisory board for such management board resolutions as the supervisory board will have determined by resolutions specifically describing such and notified to the management board. In any case, the management board requires the prior approval of the supervisory board for passing the following resolutions:

1. the issue and acquisition of shares in and bonds payable by the company

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or bonds payable by a limited partnership or commercial partnership of which the company is a partner with full liability;

1. cooperation to the issue of depository receipts for shares;
2. to apply for admission of the instruments set out under a. and b. to trading at a regulated market or multilateral trading facility as referred to in Section
   1:1 of the Financial Supervision Act ("Wet op het financieel toezicht") or a system comparable to a regulated market or multilateral trading facility in a state which is not a member state or to request the withdrawal of such admission;
3. to enter into or to cancel a continuing cooperation of the company or a dependent company with a different legal entity or company or as fully liable partner in a limited partnership or a general partnership if such cooperation or cancellation is of extensive meaning for the company;
4. to acquire a participation with a value of at least one/fourth of the amount of the issued capital with the reserves according to the company's balance sheet with notes, by the company or a dependent company in the capital of a different company, as well as to extensively increase or diminish such a participation;
5. divestments/investments which require an amount equal to at least one fourth of the issued capital with the company's reserves in accordance with its balance sheet and notes;
6. a motion to amend the articles of association;
7. a motion to dissolve the company;
8. an application for bankruptcy or a suspension on payments;
9. termination of the employment contracts of a substantial number of the employees of the company or a dependent company at the same time or within a short period of time;
10. drastic changes to the working conditions of a substantial number of the employees of the company or a dependent company;
11. a motion to reduce the issued capital;
12. adoption of an annual business plan plus the accompanying budget, an investment plan and a financing plan;
13. to enter into loans which have not been laid down in the financing plan and to which a risk profile (in a sense of quality as well as in a sense of quantity) has been attached as determined by the supervisory board and communicated to the management board in writing.
14. transfer of the business or most of the business to a third party;
15. granting, taking away and changing of the powers of a proxy holder or its title as meant in paragraph 12;
16. appointment of dismissal of the senior internal auditor;

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1. the entering into transactions which are of material significance to the company and/or to the conflicted directors or supervisory board members referred to hereafter, in which one or more directors or supervisory board members has a direct or indirect personal interest which conflicts with the interests referred to in paragraph 4;
2. granting personal loans or guarantees to directors (management board members) or supervisory board members;
3. establishing or amending the bylaws as meant in paragraph 8;
4. the division of tasks and the delegation of administrative authority within

the board.

The management board shall convene at least four times a year and shall meet if a director so requests. The management board shall keep a record of the resolutions passed. The records shall be kept by the management board. Each director may be represented at meetings by another director acting by virtue of a written power of attorney. Such power of attorney may only relate to one meeting specifically stated therein.

The management board, with due observance of paragraph 6 section t, may adopt written management board rules, providing further rules on its decision making, the providing of information to the supervisory board and the tasks entrusted to a particular director.

All management board resolutions shall be adopted by an absolute majority of the votes cast.

A director shall not take part in the consultations and decision-making process if he has a direct or indirect personal interest which conflicts with the interests referred to in paragraph 4. Where, as a result, a management board resolution cannot be adopted the resolution shall be adopted by the supervisory board. A supervisory board member shall not take part in the consultations and decision - making process if he has a direct or indirect personal interest which conflicts with the interests referred to in article 17.2. If the supervisory board has not been installed or if all members of the supervisory board have a direct or indirect personal interest which conflicts with the interests referred to in article 17.2, as a result of which the resolution cannot be adopted by the supervisory board, the management board shall remain authorized to make decisions, despite the conflict of interest of all directors.

Any resolution which the management board can pass at a meeting may also be passed by them outside a meeting, provided that all directors express their opinion on the proposed resolution in writing and that the resolution be passed by the majority of votes required under these articles of association. The documents showing the manner of decision making outside a meeting shall be kept at the office of the company and shall be open to the inspection of all