Annual Meeting Results
On June 29, 2026, the Company held an annual general meeting of shareholders (the “AGM”).
A total of 13,244,033 of the Company’s ordinary shares, nominal value €0.01 per share (“Ordinary Shares”) and Preferred Shares (as defined below), were present in person or represented by proxy at the AGM. As of the close of business on June 1, 2026, the record date for the AGM, there were (i) 22,767,254 Ordinary Shares, (ii) 1,000,000 Series A Preferred Shares, nominal value €0.01 per share (the “Series A Preferred Shares”), (iii) 1,000,000 Series B Preferred Shares, nominal value €0.01 per share (the “Series B Preferred Shares”), (iv) 1,000,000 Series C Preferred Shares, nominal value €0.01 per share (the “Series C Preferred Shares”), (v) 1,000,000 Series D Preferred Shares, nominal value €0.01 per share (the “Series D Preferred Shares”) and (vi) 1,000,000 Series E Preferred Shares, nominal value €0.01 per share (the “Series E Preferred Shares” and together with the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, and the Series D Preferred Shares, the “Preferred Shares”) issued and outstanding, with each share entitled to one vote. The matters described below were submitted to a vote of the holders of the Ordinary Shares at the AGM. Each proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 1, 2026 (the “Proxy Statement”). All proposals were approved by the Company’s shareholders at the AGM.
| (1) | To ratify the selection by the board of directors of the Company (the “Board”) and the Audit Committee thereof of Kreston Lentink Audit B.V. (“Kreston Lentink”) to serve as our Dutch independent registered public accounting firm for the fiscal year ending December 31, 2026: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 12,696,563 | 368,222 | 179,248 | nil |
| (2) | To adopt the statutory annual accounts for the fiscal year ended December 31, 2025: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 6,255,025 | 45,724 | 58,811 | 6,884,473 |
| (3) | To discharge from liability the directors for their management and supervision during the fiscal year ended December 31, 2025: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 6,185,697 | 141,402 | 32,461 | 6,884,473 |
| (4) | To extend the authorization of the Board to resolve to issue shares and to grant rights to subscribe for shares: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 5,981,752 | 350,705 | 27,103 | 6,884,473 |
| (5) | To extend the authorization of the Board to limit or exclude pre-emption rights in respect of Ordinary Shares: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 5,970,039 | 363,244 | 26,277 | 6,884,473 |
| (6) | To extend the authorization of the Board to acquire Ordinary Shares or depositary receipts thereof: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 5,974,960 | 359,377 | 25,223 | 6,884,473 |
| (7) | To extend the authorization of the Board to acquire preferred shares or depositary receipts thereof: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 5,969,501 | 363,598 | 26,461 | 6,884,473 |
| (8) | To approve the resolutions of the Board: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 6,204,537 | 135,211 | 19,812 | 6,884,473 |
| (9) | To amend the Articles of Association and to authorize the Deed of Amendment of Articles of Association: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 6,252,673 | 82,186 | 24,701 | 6,884,473 |
| (10) | To appoint Peter O’Rourke to serve as a non-executive director of the Board of Directors of the Company for a term ending at the close of the annual general meeting of the Company to be held in 2027: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 6,266,732 | 80,316 | 12,512 | 6,884,473 |
| (11) | To approve amendments to the Company’s Remuneration Policy: |
| For | Against | Abstain | Broker Non-Votes |
|---|
| 5,987,057 | 346,254 | 26,249 | 6,884,473 |
For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the AGM.
Board of Directors Resignation
On August 11, 2026, Robert Liscouski, a director of the Company, notified the Company of his resignation as a member of the Company’s Board of Directors (the “Board”) and all committees of the Board thereto, effective as of the same date. Mr. Liscouski’s resignation from the Board was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Rule 10b5-1 Trading Arrangements
None of the Company’s officers or directors adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
