PROPOSALS AND DRAFT RESOLUTIONS FOR GENERAL MEETING

The board of directors of EU-SOLAR Trading and Services SE Public European Company Limited by Shares (registered seat: 7630 Pécs, Koksz street 127.; registration authority: Regional Court of Pécs as Court of Registration; registration number: 02-20-000002; hereinafter: Company) has convened the extraordinary general meeting of the Company by invitation dated and published on 2 September 2025, with the following conditions. Official corporate action event reference (COAF) of the general meeting: HU20250902022341.

Venue of the general meeting: 7630 Pécs, Koksz street 127. Date and time of commencement of the general meeting: 10:00 a.m. on 2 October 2025

In case of lack of quorum, venue of the reconvened general meeting: 7630 Pécs, Koksz street 127. In case of lack of quorum, date and time of commencement of the reconvened general meeting: 10:00 a.m. on 16 October 2025

Way of holding the general meeting: personal attendance of shareholders (or their authorized proxies)

The board of directors of the Company hereby publishes its proposals and draft resolutions related to the general meeting.

Agenda of the general meeting:

1. Dismissal of member of the supervisory board; election of new member of the supervisory board and setting their remuneration
2. Election of new member of the audit committee and setting their remuneration
3. Election of new statutory auditor of the Company and setting its remuneration
4. Amending the articles of association of the Company

Agenda item no. 1.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss proposals of the board of directors aiming at dismissal of Tünde Ibolya Gadóné Szőke as member of the supervisory board, and election and setting the remuneration of dr. Péter Hausmann as new member of the supervisory board.

After thorough discussion of the proposal in question, the general meeting, by open vote, with […] valid votes (related to […] pieces of shares embodying […]% of the share capital) – with […] yes votes (that is […]% of the valid votes, […]% of the votes related to shares being represented in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights), […] no votes (that is […]% of the valid votes, […]% of the votes related to shares being represented in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights) – and […] abstentions (that is […]% of the votes related to shares being represented in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights), makes the following resolution:

Draft resolution:

Resolution no. 18/2025. (X. 2.) of the general meeting

The general meeting dismisses Tünde Ibolya Gadóné Szőke (mother's maiden name: Ibolya Erzsébet Hardi; address: 7633 Pécs, Kőrösi Csoma Sándor street 2. A staircase 1 st floor 1.) from its position as member of the supervisory board with immediate effect. In the same time, the dismissed member's membership in the audit committee of the Company is terminated as well.

Draft resolution:

Resolution no. 19/2025. (X. 2.) of the general meeting

The general meeting elects dr. Péter Hausmann (mother's maiden name: Katalin Hajas; address: 7621 Pécs, József street 10. B staircase 2 nd floor 1.) as independent member of the supervisory board of the Company as of today, for a definite period until 30 September 2030, and asks the elected member to make a declaration on acceptance of the position, and concerning any conflict of interest, reason for exclusion, or prohibition related to him, and on his independence with regard to provisions of section 3:287. of the Civil Code. The remuneration of the new member of the supervisory board may be determined by the general meeting occasionally.

Agenda item no. 2.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss proposal of the board of directors aiming at election and setting the remuneration of dr. Péter Hausmann as new member of the audit committee.

Draft resolution:

Resolution no. 20/2025. (X. 2.) of the general meeting

The general meeting elects dr. Péter Hausmann (mother's maiden name: Katalin Hajas; address: 7621 Pécs, József street 10. B staircase 2 nd floor 1.) as member of the audit committee of the Company as of today, for a definite period until 30 September 2030, and asks the elected member to make a declaration on acceptance of the position. The new member of the audit committee is not entitled to remuneration regarding this position.

Agenda item no. 3.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss proposal of the board of directors aiming at election and setting the remuneration of KPMG Hungary Audit, Tax and Economic Consultancy Limited Liability Company as new statutory auditor (and Zsuzsanna Nagy as person responsible for the audit) of the Company.

Draft resolution:

Resolution no. 21/2025. (X. 2.) of the general meeting

The general meeting elects KPMG Hungary Audit, Tax and Economic Consultancy Limited Liability Company (registered seat: 1134 Budapest, Váci road 31.; registration authority: Regional Court of Budapest-Capital as Court of Registration; registration number: 01-09- 063183; chamber registration number: 000202) as statutory auditor of the Company, and Zsuzsanna Nagy (mother's maiden name: Anna Hevér; address: 1028 Budapest, Fenyőerdő street 22.; chamber registration number: 005421) as person responsible for the audit, as of today, for a definite period until 31 May 2030, and asks them to make a declaration on acceptance of the position and concerning any conflict of interest, or reason for exclusion related to them. The general meeting empowers the board of directors to conclude the engagement agreement with the new auditor, with the following financial conditions: the annual fee of the auditor – related to audit of the annual report and to optional audit of the semi-annual report – shall not exceed HUF 25,000,000 + VAT, that is net twenty-five million forints.

Agenda item no. 4.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss proposals of the board of directors aiming at amending the articles of association of the Company.

Draft resolution:

Resolution no. 22/2025. (X. 2.) of the general meeting

The general meeting – with regard to earlier changes of the NACE – amends article 2.1. of the articles of association of the Company as follows:

"2.1. Main activity of the company: Wholesale of other machinery and equipment"

The general meeting – with regard to earlier resignation of Antal Botond Rencz as member of the board of directors – removes subarticle 8.2.4. from article 8.2. of the articles of association of the Company.

The general meeting – with regard to earlier resignation of Antal Botond Rencz as member of the board of directors – amends article 9.1. of the articles of association of the Company. as follows:

"9.1. The chairman of the board of directors is entitled to represent and to sign on behalf of the company independently, while the following members of the board of directors are entitled to represent and to sign on behalf of the company jointly:
- - Hortenzia Petréné Kárpáti, with any other member of the board of directors;
- - Dr. András Petre, with any other member of the board of directors."

Provisions of the articles of association not mentioned in this resolution shall remain in full force and effect without any change.

Draft resolution:

Resolution no. 23/2025. (X. 2.) of the general meeting

The general meeting – with regard to resolutions no. 18/2025. (X. 2.) and 19/2025. (X. 2.) of the general meeting – amends articles 10.2-10.3. of the articles of association of the Company as follows:

"10.2. Members of the supervisory board:

10.2.1. Name: Dr. Péter Hausmann Address: 7621 Pécs, József street 10. B staircase 2 nd floor 1. member of the supervisory board for a definite period, from 2 October 2025 to 30 September 2030.
10.2.2. Name: Tamás Rózsás Address: 2030 Érd, Hanság street 16. member of the supervisory board for a definite period, from 1 October 2024 to 30 September 2030.
10.2.3. Name: Tamás József Véghely Address: 1174 Budapest, Csík street 3.

member of the supervisory board for a definite period, from 1 October 2024 to 30 September 2030.

10.3. The members of the supervisory board can be reelected in several times, without limitation."

The general meeting – with regard to resolutions no. 18/2025. (X. 2.) and 20/2025. (X. 2.) of the general meeting – amends article 11.3. of the articles of association of the Company as follows:

"11.3. Members of the audit committee:

11.3.1. Name: Dr. Péter Hausmann Address: 7621 Pécs, József street 10. B staircase 2 nd floor 1.
- member of the audit committee for a definite period, from 2 October 2025 to 30 September 2030.
11.3.2. Name: Tamás Rózsás Address: 2030 Érd, Hanság street 16. member of the audit committee for a definite period, from 1 October 2024 to 30 September 2030.
11.3.3. Name: Tamás József Véghely Address: 1174 Budapest, Csík street 3. member of the audit committee for a definite period, from 1 October 2024 to 30 September 2030."

Provisions of the articles of association not mentioned in this resolution shall remain in full force and effect without any change.

Draft resolution:

Resolution no. 24/2025. (X. 2.) of the general meeting

The general meeting – with regard to resolution no. 21/2025. (X. 2.) of the general meeting – amends chapter 12. of the articles of association of the Company as follows:

"12.1. Statutory auditor of the company:

Company name: KPMG Hungary Audit, Tax and Economic Consultancy Limited Liability Company Registered seat: 1134 Budapest, Váci road 31. Company registration number: 01-09-063183 Chamber registration number: 000202 Strating date of mandate: 2 October 2025 End date of mandate: 31 May 2030

12.2. Natural person responsible for the audit: Name: Zsuzsanna Nagy Address: 1028 Budapest, Fenyőerdő street 22.

Chamber registration number: 005421"

Provisions of the articles of association not mentioned in this resolution shall remain in full force and effect without any change.

Pécs, 11 September 2025

EU-SOLAR SE

AI Terminal

EU-SOLAR SE

14865_rns_2025-09-11_453e3144-e194-4d55-8957-3fc2458f419c.pdf

PROPOSALS AND DRAFT RESOLUTIONS FOR GENERAL MEETING

Agenda item no. 1.

Proposal:

Draft resolution:

Resolution no. 18/2025. (X. 2.) of the general meeting

Draft resolution:

Resolution no. 19/2025. (X. 2.) of the general meeting

Agenda item no. 2.

Proposal:

Draft resolution:

Resolution no. 20/2025. (X. 2.) of the general meeting

Agenda item no. 3.

Proposal:

Draft resolution:

Resolution no. 21/2025. (X. 2.) of the general meeting

Agenda item no. 4.

Proposal:

Draft resolution:

Resolution no. 22/2025. (X. 2.) of the general meeting

"2.1. Main activity of the company: Wholesale of other machinery and equipment"

Provisions of the articles of association not mentioned in this resolution shall remain in full force and effect without any change.

Draft resolution:

Resolution no. 23/2025. (X. 2.) of the general meeting

Provisions of the articles of association not mentioned in this resolution shall remain in full force and effect without any change.

Draft resolution:

Resolution no. 24/2025. (X. 2.) of the general meeting

Chamber registration number: 005421"

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