ENEFI Asset Management Plc — Proxy Solicitation & Information Statement 2026

Apr 8, 2026

1

Resolution Proposals

of

ENEFI Asset Management Plc.

for the

General Meeting¹

¹The present resolution proposals are the translation of the “Az ENEFI Vagyonkezelő Nyrt. Közgyűlési Előterjesztései” drafted in Hungarian language. In case of any discrepancies between the Hungarian and English language versions the Hungarian version shall prevail.

Date of General Meeting: 2026. 04. 30. 10.00 pm
Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.
Date of repeated General Meeting: 2026. 04. 30. 11.00a.m.

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ENEFI Asset Management Plc. hereby announces for informing its reputable shareholders the proposals for its upcoming ordinary annual general meeting, resolution proposals and current information on the number of shares and voting rights at the time of convocation of the general meeting as set out below.

I. Summary

The annual general meeting had been convoked by the Company pursuant to the applicable legal provisions.

The main theme of the upcoming annual general meeting is the closing of the Company's business year 2024.

The Company has put on the agenda the review and assessment of the performance of board members contemplated in previous business year and decision on the discharge of liability and also to decide on, pursuant to the applicable law, the acceptance of the Board of Directors' report on corporate governance to be submitted to the Budapest Stock Exchange and the renumeration report.

The Board of Directors also put on the agenda the decision to authorise the Board of Directors to purchase own shares and amending the articles of association.

As discussed at the previous general meeting, the Board of Directors has begun reviewing the regulations contained in its articles of association regarding the general meeting. It has also contacted the relevant parties (e.g. KELER) in connection with the above. The consultations are also taking place at the time of publication of these proposals, so any proposals that may be developed as a result will not be presented at this general meeting.

Date of General Meeting: 2026.04.30.10.00 pm
Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.
Date of repeated General Meeting: 2026.04.30.11.00a.m.

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II. Agenda items

1. Closing business year 2025 of the Company

1.1. Report of the Board of Directors on the management, net-worth position and business policy of the Company and on the Company's annual and consolidated annual report for business year 2025

1.2. Report of the Supervisory Board on the Company's annual and consolidated annual report for business year 2025

1.3. Report of the Auditor on the Company's annual and consolidated annual report for business year 2025

1.4. Decision on the acceptance of the individual annual financial statements (2025) of the company

1.5. Decision on the utilization of the profit after tax

1.6. Decision on the acceptance of the consolidated annual financial statements (2025) of the company.

1. Advisory vote on the remuneration report of the Company.

2. Review and assessment of the performance of board members contemplated in previous business year and decision on the discharge of liability

3. Decision on the acceptance of the Board of Directors' report on corporate governance to be submitted to the Budapest Stock Exchange.

4. Decision on authorizing the Board of Directors to purchase own shares of the Company

5. Decision on the amendment of Part VIII and Part XIV of the Articles of Association in accordance with the resolution proposals included in the general meeting proposals published by the company.

6. Decision on the acceptance of the Articles of Association comprised in a consolidated structure together with the amendments.

Date of General Meeting: 2026. 04. 30. 10.00 pm

Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.

Date of repeated General Meeting: 2026. 04. 30. 11.00a.m.

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III. Resolution proposals

Agenda item 1.:

Closing business year 2025 of the Company

1.1. Report of the Board of Directors on the management, net-worth position and business policy of the Company and on the Company's annual and consolidated annual report for business year 2025.

Proponent: Board of Directors

Resolution Proposal: No proposal had been submitted

Reasoning: The Board of Directors reports on the management, net-worth position and business policy of the Company in line with its obligation under the law.

1.2. Report of the Supervisory Board on the Company's annual and consolidated annual report for business year 2025.

Proponent: Board of Directors

Resolution Proposal: No proposal had been submitted

Reasoning: The Supervisory Board reports on the Report of the Supervisory Board in respect of the Company's annual and consolidated annual report for business year 2025. The Supervisory Board and the Audit Committee had been invited to the general meeting.

1.3. Report of the Auditor on the Company's annual and consolidated annual report for business year 2025.

Proponent: Board of Directors

Resolution Proposal: No proposal had been submitted

Reasoning: The Auditor reports on the Report of the Auditor in respect of the Company's annual and consolidated annual report for business year 2025. The Auditor had been invited to the general meeting.

1.4. Decision on the acceptance of the individual annual financial statements of the Company.

Proponent: Board of Directors

Resolution Proposal: The Shareholders' Meeting shall accept the individual annual financial statements of ENEFI Asset Management Plc. for business year 2025.

Reasoning: The Board of Directors submits to the general meeting the annual statement prepared of ENEFI Asset Management Plc. for business year 2025 in line with its obligation under the law.

1.5. Decision on the utilization of the profit after tax.

Proponent: Board of Directors

Resolution Proposal: The Shareholders' Meeting shall decide in connection with the utilization of the after tax profit/loss the ENEFI Asset Management Plc. shall not disburse dividend to its shareholders.

Reasoning: The Board of Directors submits to the general meeting its resolution proposal regarding distribution of dividend in respect of business year 2025 in line with its obligation under the law.

Date of General Meeting: 2026.04.30.10.00 pm

Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.

Date of repeated General Meeting: 2026.04.30.11.00a.m.

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1.6. Decision on the acceptance of the consolidated annual financial statements of the Company.

Proponent: Board of Directors

Resolution Proposal: The Shareholders' Meeting shall accept the consolidated annual financial statements of ENEFI Asset Management Plc. for business year 2025, also the unified format report of ENEFI Asset Management Plc. for the year 2025.

Reasoning: The Board of Directors submits to the general meeting the consolidated annual statement of ENEFI Asset Management Plc. for business year 2025 in line with its obligation under the law.

Agenda item 2.:
Advisory vote on the remuneration report of the Company.

Proponent: Board of Directors

Resolution Proposal: The Shareholders' Meeting shall decide to accept the renumeration report.

Reasoning: The Board of Directors submits to the general meeting the renumeration report.

Agenda item 3.:
Review and assessment of the performance of board members contemplated in previous business year and decision on the discharge of liability.

Proponent: Board of Directors

Resolution Proposal:

2.1. The Shareholders' Meeting shall decide on accepting that Csaba Soós, member of the Board of Directors exercised his duties during the previous business year in favour of the Company's interests and discharge him of his liability in connection therewith.

2.2. The Shareholders' Meeting shall decide on accepting that dr. Sárkány Gergely, member of the Board of Directors exercised his duties during the previous business year in favour of the Company's interests and discharge him of his liability in connection therewith.

2.3. The Shareholders' Meeting shall decide on accepting that Virág Ferenc, member of the Board of Directors exercised his duties from his appointment in favour of the Company's interests and discharge him of his liability in connection therewith.

Reasoning: The Board of Directors submits to the general meeting the agenda point on review and assessment of the performance of board members of ENEFI Asset Management Plc. contemplated in previous business year and on deciding on the discharge of liability in line with its obligation under the articles of associations.

Agenda item 4.:
Decision on the acceptance of the Board of Directors' report on corporate governance to be submitted to the Budapest Stock Exchange.

Proponent: Board of Directors

Resolution Proposal: The Shareholders' Meeting shall decide to accept the corporate governance report of the Board of Directors that is to be submitted to the Budapest Stock Exchange.

Date of General Meeting: 2026. 04. 30. 10.00 pm
Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.
Date of repeated General Meeting: 2026. 04. 30. 11.00a.m.

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Reasoning: The Board of Directors submits to the general meeting the corporate governance report of the Board of Directors that is to be submitted to the Budapest Stock Exchange in line with its obligation under the law.

Agenda item 5.:

Decision on authorizing the Board of Directors to purchase own shares of the Company

Proponent: Board of Directors

Resolution Proposal: Shareholders’ Meeting to authorize the Board of Directors to acquire own shares. The authorization shall be for the onerous acquisition of maximum 13.269.966 pieces ordinary shares within 18 months for consideration at the stock exchange or outside the stock exchange. The minimum amount of the consideration (for all series) shall be HUF 1 while the maximum amount shall be: previous day's stock market closing price of the listed ordinary shares + 20%

(to indicate the number of items and maximum and minimum amount of the consideration is an obligation set out by the law, the indicated amounts cannot be interpreted as forecasts they are not based on economic calculations, thus they are not eligible to influence decisions of investors.)

Reasoning:

Shareholders’ Meeting to authorize the Board of Directors to acquire own shares.

Agenda item 6.:

Decision on the amendment of Part VIII and Part XIV of the Articles of Association in accordance with the resolution proposals included in the general meeting proposals published by the company.

Proponent: Board of Directors

Resolution Proposals:

Section VIII/2.5.. of the Articles of Foundation shall be modified by the General Meeting as follows:

2.5. If shareholders of the public limited company jointly holding at least one percent of the votes submit a proposal to supplement the agenda meeting the rules on the details of the agenda, or a proposal for resolution on the agenda or to be included in the agenda within eight days from the date of publishing the announcement about the shareholders’ meeting to the board of directors, then the board of directors shall publish an announcement about the supplemented agenda, the proposals for resolution made by the shareholders after reception of the proposal. The question made in the announcement shall be deemed as a point on the agenda. Those who collectively hold at least one percent of the voting rights may request the convening of the general meeting of the company at any time, specifying the reason and purpose, in accordance with the law. The shareholder rights specified in this point may be exercised by delivering a written request in a private document with full probative value to the registered office of the company, with verifiable delivery, and by simultaneously attaching a certificate of ownership not older than eight days.

Reasoning: The point is supplemented with the shareholder right to convene the general meeting.

Resolution Proposals:

Date of General Meeting: 2026. 04. 30. 10.00 pm
Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.
Date of repeated General Meeting: 2026. 04. 30. 11.00a.m.

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Section VIII/4.1. of the Articles of Foundation shall be modified by the General Meeting as follows:

4.1. Those shareholders may exercise their right to participate in the Shareholders' Meeting, as well as the other rights associated with the share, whose name is contained in the share register by 6 p.m. on the second (2nd) working day before the starting day of the Shareholders' Meeting (Closure of the Share Register) if by this date the company has received the original copy of the ownership certificate issued by the securities account manager. In addition to the above, the ownership certificate will also be considered to have been duly handed over to the company if the shareholder forwarded it certifiable manner by the Closure of the Share Register and also hands over the original copy no later than by the start of the Shareholders' Meeting. In the absence of the above, the shareholder cannot participate in the Shareholders' Meeting and cannot exercise the voting and other rights. With respect to the handover to the Company of the ownership certificate, the burden of proof rests with the shareholder.

Reasoning: Delivery by fax will be deleted from this point.

Resolution Proposals:

Section VIII/4.6. of the Articles of Foundation shall be modified by the General Meeting as follows:

4.6. The closing of the share register prior to the general meeting does not limit the right of the person registered in the share register to transfer his or her shares after the closing of the share register, however, only the shareholder whose number of shares he or she owns at the time of the general meeting is the same as the number in the closed share register may participate in the general meeting.

Reasoning: At the company's general meeting, shareholder rights can be exercised based on the number of shares actually owned.

Resolution Proposals:

Section VIII/5.1. of the Articles of Foundation shall be modified by the General Meeting as follows:

5.1. The Company shall hold the shareholders' meeting in the venue and at the time specified in the invitation; it shall prepare a list of attendees, containing the names of the attending shareholders and their proxies, and also a record (minutes) of the proceedings that took place at the shareholders' meeting, in the manner and with the contents prescribed by law. In view of the above, the General Meeting may be convened at a location other than the registered office. The General Meeting shall be held in Hungarian. The Board of Directors may invite any person to the shareholders' meeting of the Company and grant the right of expressing opinions or making verbal contributions to such person, if the Board of Directors is of the opinion that the presence and the opinions of such person will enhance the information provided to the shareholders or facilitate the adoption of resolutions at the shareholders' meeting.

Reasoning: The point confirms previous regulations and clarifies that the general meeting can be convened by the board of directors at a location other than the registered office.

Resolution Proposals:

Date of General Meeting: 2026.04.30.10.00 pm
Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.
Date of repeated General Meeting: 2026.04.30.11.00a.m.

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Section XIV. of the Articles of Foundation shall be modified by the General Meeting as follows:

1. The Company shall publish its announcements on its website (www.enefi.hu), on the website of Budapest Stock Exchange Ltd. and of the National Bank of Hungary. The shareholders of the company may monitor the places of publications set forth in the present section. The announcements of the company including the ones on the shareholders' meeting shall be deemed published in time if it is published at any of the places of announcement in time.

Reasoning:
The address of the company's website will be clarified.

Agenda item 7.:
Decision on the acceptance of the Articles of Association comprised in a consolidated structure together with the amendments.

Proponent: Board of Directors

Resolution Proposals:
The shareholders' meeting shall acceptance of the Articles of Association comprised in a consolidated structure together with the amendments.

Date of General Meeting: 2026.04.30.10.00 pm
Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.
Date of repeated General Meeting: 2026.04.30.11.00a.m.

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I. Number of shares and voting rights

The Company hereby publishes the number of voting rights attached to its shares and size the of its share capital as of the time of convocation of the general meeting.

Composition of share capital of the Company:

Share series listed on the Budapest Stock Exchange	ISIN	Nominal value (HUF/share)	Issued number	Total Nominal value (HUF)
Ordinary shares	HU0000089198	10	11.150.000	111.500.000,-
Dividend-preference convertible shares*	HU0000173737	10	2 119 966	21 199 660
Share capital	-	-	13.269.966	132.699.660,-

Number of voting rights attached to the shares:

Share series listed on the Budapest Stock Exchange	Issued number	Shares with voting rights	Voting right per share	Total voting rights	Number of own and connected entities shares
Ordinary shares	11.150.000	11.150.000	1	11.150.000	Own shares: 0
Company's connected entities shares: 0
Total: 0
Dividend-preference convertible shares *	2 119 966	0	0	0	Own shares: 0
Company's connected entities shares**: 1.452.898
Total:	13.269.966	11.150.000	1	11.150.000	1 452 898

** EETEK Ltd: 1 452 898
*under transformation

Date of General Meeting: 2026.04.30.10.00 pm
Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.
Date of repeated General Meeting: 2026.04.30.11.00a.m.

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AUTHORISATION TEMPLATE

I, the undersigned _ (mother's name: _, place and date of birth: _, ID card number: _) residing under _

or

The undersigned _ (company registration number: _, tax number: _, registered seat: _, represented by: _)

as the shareholder of ENEFI Asset Management Plc. (company registration number: Cg. 01-10-045428, registered seat: 1015 Budapest, Csalogány utca 40. 3. emelet 6. "Company") today, hereby

authorise

_ (mother's name: _, place and date of birth: _, ID card number: _) residing under _ to represent me at the shareholders' meeting of the Company with full power of representation or under the following instructions (in case of bound mandate).

This authorisation is valid until revoked.

Dated: . .th .20__

Assignor

Assignee

Witnessed in the presence of:

Readable Name:

Readable Name:

Readable Home address:

Readable Home address:

Signature:

Signature:

Date of General Meeting: 2026. 04. 30. 10.00 pm

Place of General Meeting: 1015 Budapest, Csalogány utca 40. 3. emelet 6.

Date of repeated General Meeting: 2026. 04. 30. 11.00a.m.