NOTICE TO SHAREHOLDERS

The Management Board of Eurohold Bulgaria AD, Sofia, on grounds of Art. 223, paragraph 1 of the Commerce Act (CA) in connection with art. 115, paragraph 1 of the Public Offering of Securities Act (POSA) convenes extraordinary session of the General meeting of the shareholders of Eurohold Bulgaria AD with universal identification code of the event: EUBG20260428EGMS which will be held on 28 April 2026 from 11:00 a.m. (08:00 am UTC) at 43 Christopher Columbus Blvd., floor 1, conference hall, Sofia, Bulgaria, under the following agenda:

Item one: Adoption of a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into one or more financing transactions with a total value exceeding the threshold set out in Article 114, paragraph 1, item 2 in conjunction with Article 114, paragraph 1, item 1, letter “b” of the Public Offering of Securities Act.

(Draft resolution:

The General Meeting of Shareholders adopts a resolution to authorize the management board (“Management Board”) and the persons who manage and represent Eurohold Bulgaria AD (“Eurohold”) to enter into one or more financing transactions with a total value exceeding the threshold set out in Article 114, paragraph 1, item 2 in conjunction with Article 114, paragraph 1, item 1, letter “b” of the Public Offering of Securities Act, in accordance with a reasoned report prepared by the Management Board under the following principal terms and conditions:

Subject matter: financing transaction(s) (“Financing Transaction”) in the form of ordinary, dematerialized, non-convertible, freely transferable, interest-bearing bonds issued through a private or public offering on the international capital markets (the “Bonds”)

Principal amount: a maximum aggregate principal/nominal amount of all instruments of not more than EUR 300,000,000 (three hundred million euro), to which the respective return for the bondholders/creditors under the Bonds (“Creditors”) shall be added (e.g., interest, discount from nominal value, etc.);

Interest (coupon): an annual interest (coupon) on the financial instrument of 6,5% (six point and five tenths percent) plus/minus 3% (three percent);

Term (maturity): up to 7 years;

Parties to the financing transaction(s): Eurohold Bulgaria AD (as issuer of the Bonds and, subject to the structure of the Financing Transaction, security provider in favor of the Creditors), on the one hand, and the Creditors, on the other hand. Depending on the structure of the Financing Transaction, a subsidiary/subsidiaries of Eurohold may also participate as a surety (guarantor) by providing a corporate guarantee and/or security in respect of the Bonds, in favor of the Creditors.

Benefit: The Financing Transaction shall be carried out for the benefit of the Eurohold, and for the benefit of its subsidiaries acting as surety (guarantor) and or security providers.

The General Meeting of Shareholders authorizes the Management Board, at its discretion and acting in the best interest of Eurohold, with due regard to market conditions, investor interest and market dynamics, to resolve on the conclusion of the Financing Transaction within the above-stated parameters and in compliance with the applicable legislation, by specifying the terms and conditions of such Financing Transaction as set out above (to the extent that the variability of market conditions and the interest of Eurohold do not allow for their prior specification in this resolution and, in order to, among other things, permit flexibility in an evolving market), as well as to determine the form and all other terms and parameters of the Financing Transaction, including, but not limited to, the repayment structure of the obligation(s), the interest payments, the method of their calculation, the manner and frequency of their payment, the manner and term for repayment of the principal, the existence and type of security in respect of the Financial Instrument(s) and the respective security provider, the undertakings (covenants) to be assumed by Eurohold

vis-à-vis the Creditors, as well as the timelines and conditions of the Financing Transaction and the related documentation required to effect the foregoing.

The General Meeting of Shareholders further authorizes the Management Board to undertake all necessary actions for the implementation of this resolution.

The registration of the participants at the session will start at 10:00 a.m. (07:00 a.m. UTC) on 28 April 2026 at 43 Christopher Columbus Blvd., floor 1, Sofia, Bulgaria.

On grounds of Art. 115, paragraph 2 of POSA the Company notifies the shareholders that the total number of its shares as of the date of the resolution for convening the general meeting of the shareholders is 260 500 000 (two hundred and sixty million and five hundred thousand) and a voting right appertains to each share, ISIN code of the issue – BG1100114062. Only the persons registered as shareholders in Central Depository’s registers, as well as in the Polish Central Depository (KDPW) 14 days before the date of the General meeting (namely 14 April 2026) shall be admitted to participation in the session of the General meeting. Only the persons registered till and including this date have the right to participate and to vote at the General meeting.

The shareholders have the right to include items in the agenda of the general meeting and to propose draft decisions of items, already included in the agenda of the general meeting. The shareholders who possess jointly and severally shares representing at least 5 per cent of the share capital of the Company may include additional items in the agenda of the general meeting or propose different draft decisions under items already included in the agenda of the general meeting after the announcement at the Trade register. These shareholders are not entitled to propose different draft decisions under items under items already included in the agenda, whereas the subject matter of the respective item is voting resolution under art. 114, paragraph 1 of the POSA, and they are not entitled to include in the agenda of the general meeting new items with respect to resolutions under art. 114, paragraph 1 of the POSA.

Not later than 15 days before the opening of the General meeting (13 April 2026), the shareholders who possess shares representing at least 5 per cent of the share capital of the company present for announcement in the Trade Register the list of the items, which will be included in the agenda, as well as the draft decisions. The shareholders shall present before the Bulgarian Financial Supervision Commission and the public company at the latest on the next business day after the announcement at the Trade register the materials related to the additional items in the agenda, pursuant to Art.223a, paragraph 4 of the Commerce Act. Upon receipt of the materials, Eurohold Bulgaria AD will update the invitation and will publish it together with the written materials under the terms and conditions of Art. 110t, paragraph 1 and 3 of POSA immediately, but not later than the end of the business day following the day of receipt of the notification for the inclusion of additional questions in the agenda.

The shareholders have the right to make draft resolutions in substance under each item, included in the agenda and observing all legal requirements, but they cannot propose resolution to items already included in the agenda when the subject matter is voting resolution under art.114, para. 1 of POSA. The deadline for execution of this right is up to the termination of the discussion under the respective item and before voting of the resolution of the general meeting.

The shareholders have the right to pose queries during the General meeting. The members of the management board and supervisory board of the Company shall respond truly, exhaustively and accurately to the queries of the shareholders, regarding the economic and financial status and business activity of the Company, unless regarding the circumstances representing internal information. The shareholders may pose such queries regardless of the fact that they may not be related to the agenda.

general meeting, with content corresponding to the requirements of Art. 116, paragraph 1 of POSA and the relevant legislation. The reauthorization with the powers granted by force of this power of attorney, as well as power of attorney which violates the rules under the previous sentence shall be null. The shareholders – legal entities and sole proprietors registered under Bulgarian laws should present certificate of good standing issued by the Trade Register. Foreign legal entities should present an original certificate of good standing of their registration, containing clear and unambiguous information regarding the persons entitled to represent the company and the way of representation, issued not more than 3 months before the date of the general meeting by a competent state body in the state of their registration, translated, certified and legalized according to the Bulgarian legislation.

The shareholders in the public company have the right to authorize each natural or legal person to participate and vote in the General meeting on their behalf. Art. 220, paragraph 1 of the Commerce Act will not apply in case the shareholder has explicitly stated the way of voting under each item of the agenda. The proxy has the same rights to speak and to pose queries at the session of the general meeting as the represented shareholder does. The proxy has to exercise the voting right in compliance with the instructions given in the power of attorney. The proxy may represent more than one shareholder at the General meeting. In this case the proxy may vote in a different way with shares owned by different shareholders it represents. The authorization may be performed by electronic means. Eurohold Bulgaria AD will receive and accept electronically as valid, powers of attorney to the following e-mail: [email protected], whereas the electronic messages should be signed with a universal electronic signature (UES) or a qualified electronic signature (QES) by the principal and should be accompanied by an electronic document (electronic image) of the power of attorney with a notarized signature, which should also be signed with a universal electronic signature (UES) or a qualified electronic signature (QES) by the principal.

The written materials according to the agenda of the General meeting of the shareholders shall be at disposal of the shareholders and their authorized representatives at the office of the company – 43 Christopher Columbus Blvd., Sofia, Bulgaria at the office of the investor relation manager each working day between 09.00 a.m. (06.00 a.m. UTC) and 5.00 p.m. (2.00 p.m. UTC) and on the web page of the public company – www.eurohold.bg.

In case of lack of quorum on grounds of Art. 227 of Commerce Act in liaison with Art. 115, paragraph 12 POSA the session of the General meeting of the shareholders will be held on 13 May 2026 at 11:00 a.m. (08:00 a.m. UTC) at 43 Christopher Columbus Blvd., floor 1, conference hall, Sofia, Bulgaria, with identical agenda, and the registration of the participants in the new session will start at 10:00 a.m. (07:00 a.m. UTC) on 13 May 2026 at 43 Christopher Columbus Blvd., floor 1, Sofia, Bulgaria. Items under art. 223a of the CA may not be included in the agenda of the new session.

For and on behalf EUROHOLD BULGARIA AD:

MATERIALS AND PROPOSALS FOR RESOLUTIONS

UNDER THE AGENDA OF THE EXTRAORDINARY MEETING OF THE SHAREHOLDERS OF

EUROHOLD BULGARIA AD

CONVENED FOR 28.04.2026

I. DRAFT RESOLUTIONS:

Item 1: Adoption of a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into one or more financing transactions with a total value exceeding the threshold set out in Article 114, paragraph 1, item 2 in conjunction with Article 114, paragraph 1, item 1, letter “b” of the Public Offering of Securities Act.

(Draft resolution:

Interest (coupon): an annual interest (coupon) on the financial instrument of 6,5% (six point and five tenths percent) plus/minus 3% (three percent);

Term (maturity): up to 7 years;

Benefit: The Financing Transaction shall be carried out for the benefit of the Eurohold, and for the benefit of its subsidiaries acting as surety (guarantor) and/or security providers.

The General Meeting of Shareholders further authorizes the Management Board to undertake all necessary actions for the implementation of this resolution.)

II. MATERIALS RELEVANT TO THE AGENDA OF THE MEETING OF THE SHAREHOLDERS

Notice to shareholders for the extraordinary Meeting of the Shareholders of Eurohold Bulgaria AD;
Template of a power of attorney for participation at the Meeting of the Shareholders of Eurohold Bulgaria AD;
Minutes from a session of the Management Board of Eurohold Bulgaria AD convening the extraordinary Meeting of the Shareholders of Eurohold Bulgaria AD;
Minutes from a session of the Management Board of Eurohold Bulgaria AD for adoption of the Report of reasons of the Management Board of Eurohold Bulgaria with respect to the transaction pursuant to item 3 of the agenda of the General meeting of the shareholders of Eurohold Bulgaria AD.
Report of reasons of the Management Board of Eurohold Bulgaria with respect to the transaction pursuant to item 3 of the agenda of the General meeting of the shareholders of Eurohold Bulgaria AD.

MINUTES

OF MEETING OF THE MANAGEMENT BOARD OF

EUROHOLD BULGARIA AD

On this 23rd day of March 2026, a meeting of the Management Board of Eurohold Bulgaria AD, UIC 175187337, was held. The meeting was attended by all the members of the Management Board, namely:

KIRIL IVANOV BOSHOV – Chairman;
ASEN MINCHEV MINCHEV – Executive director;
VELISLAV MILKOV CHRISTOV – Member;
RAZVAN STEFAN LEFTER – Member.

Upon finding that there are no legal obstacles for adoption of valid resolutions pursuant to the provisions of the law and the company's Articles of Association, the members of the Management Board unanimously adopted the following

AGENDA:

Item one: Adoption of resolution for convening of an extraordinary meeting of shareholders of Eurohold Bulgaria AD.

Under item one of the agenda, the Management Board of Eurohold Bulgaria AD unanimously adopted the following

RESOLUTION No 1:

(Draft resolution:

Interest (coupon): an annual interest (coupon) on the financial instrument of 6,5% (six point and five tenths percent) plus/minus 3% (three percent);

Term (maturity): up to 7 years;

Benefit: The Financing Transaction shall be carried out for the benefit of the Eurohold, and for the benefit of its subsidiaries acting as surety (guarantor) and or security providers.

The General Meeting of Shareholders further authorizes the Management Board to undertake all necessary actions for the implementation of this resolution.

The registration of the participants at the session will start at 10:00 a.m. (07:00 a.m. UTC) on 28 April 2026 at 43 Christopher Columbus Blvd., floor 1, Sofia, Bulgaria.

materials, Eurohold Bulgaria AD will update the invitation and will publish it together with the written materials under the terms and conditions of Art. 110t, paragraph 1 and 3 of POSA immediately, but not later than the end of the business day following the day of receipt of the notification for the inclusion of additional questions in the agenda.

In order to be admitted for participation in the General meeting, the shareholders should present an ID document and the proxies should present original explicit notarized power of attorney for the particular general meeting, with content corresponding to the requirements of Art. 116, paragraph 1 of POSA and the relevant legislation. The reauthorization with the powers granted by force of this power of attorney, as well as power of attorney which violates the rules under the previous sentence shall be null. The shareholders – legal entities and sole proprietors registered under Bulgarian laws should present certificate of good standing issued by the Trade Register. Foreign legal entities should present an original certificate of good standing of their registration, containing clear and unambiguous information regarding the persons entitled to represent the company and the way of representation, issued not more than 3 months before the date of the general meeting by a competent state body in the state of their registration, translated, certified and legalized according to the Bulgarian legislation.

In case of lack of quorum on grounds of Art. 227 of Commerce Act in liaison with Art. 115, paragraph 12 POSA the session of the General meeting of the shareholders will be held on 13 May 2026 at 11:00 a.m. (08:00a.m. UTC) at 43 Christopher Columbus Blvd., floor 1, conference hall, Sofia, Bulgaria, with identical agenda, and the registration of the participants in the new session will start at 10:00 a.m. (07:00 a.m. UTC) on 13 May 2026 at 43 Christopher Columbus Blvd., floor 1, Sofia, Bulgaria. Items under art. 223a of the CA may not be included in the agenda of the new session.

The Management Board found that no objections have been brought against the voting so held and against the results of such voting.

MEMBERS OF THE MANAGEMENT BOARD:

KIRIL IVANOV BOSHOV:
ASSEN MINCHEV MINCHEV:
VELISLAV MILKOV CHRISTOV:
RAZVAN STEFAN LEFTER:

| П РОТОКОЛ
ОТ ЗАСЕДАНИЕ
НА УПРАВИТЕЛНИЯ СЪВЕТ НА
„ЕВРОХОЛД БЪЛГАРИЯ“ АД | MINUTES
FROM A SESSION OF A MEETING
OF THE MANAGEMENT BOARD OF
„EUROHOLD BULGARIA“ AD |
| --- | --- |
| Днес, 27.03.2026г., се състоя заседание на Управителния съвет на „ЕВРОХОЛД БЪЛГАРИЯ“ АД, ЕИК 175187337 (наричано по-надолу за краткост „Дружеството“), за което се състави настоящият протокол. На заседанието присъстваха следните членове на Управителния съвет:

КИРИЛ ИВАНОВ БОШОВ – Председател
АСЕН МИНЧЕВ МИНЧЕВ – Изпълн. директор
ВЕЛИСЛАВ МИЛКОВ ХРИСТОВ – Член
РАЗВАН СТЕФАН ЛЕФТЕР – Член

След като констатираха, че не съществуват правни пречки за приемане на валидни решения в съответствие с разпоредбите на закона и устава на Дружеството, членовете на Управителния съвет с единодушие приеха заседанието да премине при обсъждане на следния | On this 27th day of March 2026, a meeting of the Management Board of EUROHOLD BULGARIA AD EUROHOLD BULGARIA AD, UIC 175187337 (hereinafter referred to as the “Company”), was held. The meeting was attended by the following members of the Board of Directors, namely:

KIRIL IVANOV BOSHOV – Chairman
ASEN MINCHEV MINCHEV – Executive Director
VELISLAV MILKOV CHRISTOV – Member
RAZVAN STEFAN LEFTER – Member

The members of the Management Board ascertained that there are no obstacles present for the adoption of valid decisions in accordance with the provisions of the law and of the Company’s Articles of Association upon which unanimously voted that the meeting will be conducted under the following

AGENDA:

Item one: Adoption of a report of reasons of the Management Board regarding the appropriateness and terms of transactions pursuant to Art. 114, paragraph 1, item 2 in conjunction with Art. 114, paragraph 1, item 1, letter “b” of the Public Offering of Securities Act (POSA).

The agenda was preliminary presented to the members of the Management Board together with the related materials, needed for the present discussion.

On the item 1 of the agenda, the Management Board of EUROHOLD BULGARIA AD unanimously by the voting under this item members adopted the following

RESOLUTION No 1:

The Management Board of Eurohold Bulgaria AD adopts a report of reasons of the Management |
| ДНЕВЕН РЕД:

Точка първа: Приемане на мотивиран доклад на Управителния съвет относно целесъобразността и условията за извършване на сделка по реда на чл. 114, ал. 1, т. 2 във връзка с чл. 114, ал. 1, т. 1, б. “б” от Закона за публичното предлагане на ценни книжа (ЗППЦК).

Дневният ред бе предварително предоставен на членовете на Управителният съвет заедно с материалите, необходими за дискусията.

По точка 1 от дневния ред, Управителният съвет на „ЕВРОХОЛД БЪЛГАРИЯ“ АД с единодушие от участващите в гласуването членове прие следното

РЕШЕНИЕ № 1:

Управителният съвет на „ЕВРОХОЛД БЪЛГАРИЯ“ АД одобрява мотивиран доклад на | |

стр. 1 от 2 / page 1 of 2

стр. 2 от 2 / page 2 of 2

Управителния съвет на “ЕВРОХОЛД БЪЛГАРИЯ” АД, съставляващ ПРИЛОЖЕНИЕ № 1 към настоящия протокол, изготвен в съответствие с разпоредбата на чл. 114а, ал. 1 от ЗППЦК, относно целесъобразността и условията за извършване на сделки по реда на чл. 114, ал. 1, т. 2 във връзка с чл. 114, ал. 1, т. 1, б. “б” от ЗППЦК.

Управителният съвет на „ЕВРОХОЛД БЪЛГАРИЯ” АД констатира, че във връзка с така проведеното гласуване и резултатите от него не са постъпили възражения и/или запитвания.

Управителният съвет на „ЕВРОХОЛД БЪЛГАРИЯ” АД възлага на лицата, представляващи Дружеството, да предприемат всички необходими правни и фактически действия по привеждане в действие на горните решения, като на лицата, представляващи Дружеството имат право да преупълномощават трети лица по тяхна преценка за извършването на тези правни и фактически действия.

След приемане на горепосоченото решение, поради изчерпване на дневния ред, заседанието на Управителният съвет на „ЕВРОХОЛД БЪЛГАРИЯ” АД, приключи своята работа и бе закрито.

ПРИЛОЖЕНИЕ № 1 - Мотивиран доклад

Board of Eurohold Bulgaria AD, representing Appendix No.1 to these minutes, drafted in compliance with the provisions of Art. 114a, paragraph 1, proposal 4 of POSA, regarding the appropriateness and terms of transactions pursuant to Art. 114, paragraph 1, item 2 in conjunction with Art. 114, paragraph 1, item 1, letter “b” of the POSA.

The Management Board of EUROHOLD BULGARIA AD ascertains that no objections and/or inquiries were made in relation to the vote and the results thereof.

The Management Board of EUROHOLD BULGARIA AD assigns to the representatives of the Company to undertake all and any necessary legal and factual deeds and actions for the proper execution of the above resolution, and the representatives of the Company are entitled to authorize at their discretion third persons for execution of these legal and factual deeds and actions.

By adoption of the above decision, due to the completion of the agenda, the meeting of the Management Board of EUROHOLD BULGARIA AD completed its work has been closed.

APPENDIX No. 1 - Report of reasons

ЧЛЕНОВЕ НА УПРАВИТЕЛНИЯ СЪВЕТ / MEMBERS OF THE MANAGEMENT BOARD:

EUROHOLD BULGARIA AD

1592, Sofia, Iskar district, 43 Christopher Columbus Blvd., UIC 175187337

REPORT OF REASONS

THE MANAGEMENT BOARD OF EUROHOLD BULGARIA AD

ADDRESSED TO THE SHAREHOLDERS OF THE COMPANY

in accordance with art. 114a, para. 1 of the Public Offering of Securities Act (“POSA”) and Art. 33 of Ordinance № 2, dated 09.11.2021 of the Financial Supervision Commission (“FSC”) on initial and subsequent disclosure of information at public offering of securities and admission of securities to trading on a regulated market (“Ordinance № 2 of FSC”)

REGARDING

the expedience and the terms for

the conclusion by EUROHOLD BULGARIA AD of financing transaction(s),

in accordance with

art. 114, para. 1, item 2 in conjunction with art. 114, para. 1, item 1, letter “b” of POSA, namely - incurrence of an obligation by the company, which is also to the benefit of an interested parties, of a value exceeding two percent of the lower value of the assets, according to the last two balance sheets prepared by the company, at least one of which has been audited and which have been publicly disclosed under art. 100t of POSA.

(the transaction has been proposed for approval to the general meeting of shareholders of EUROHOLD BULGARIA AD at a meeting scheduled for 28 April 2026)

adopted at a meeting of

THE MANAGEMENT BOARD of EUROHOLD BULGARIA AD,

held on 27 March 2026 in the city of Sofia

prepared with the participation of the following

MEMBERS OF THE MANAGEMENT BOARD OF

EUROHOLD BULGARIA AD

Chairman and Executive Director: Kiril Ivanov Boshov

Executive Director: Asen Minchev Minchev

Members: Velislav Milkov Christov

Razvan Stefan Lefter

Dear shareholders of EUROHOLD BULGARIA AD,

1.1 Pursuant to Art. 114a, para. 1 of POSA in conjunction with Art. 33 of Ordinance № 2 of the FSC, we hereby present to your attention the following report of reasons of the Management Board of EUROHOLD BULGARIA AD ("EUROHOLD", "Public Company" or the "Company") on the expedience and the terms of financing transaction(s), which, depending on the market conditions and the arrangements reached, will be carried out through:

the issuance of ordinary, dematerialized, non-convertible, freely transferable, interest-bearing bonds, issued under the terms of a private or public offering on the international capital markets (hereinafter referred to as the "Bonds"),,
as a result of which, an obligation to repay principal/nominal amount under the Bonds will arise for EUROHOLD with a maximum total principal/nominal amount of up to 300,000,000 (three hundred million) euros, to which the relevant return for bondholders/creditors from the financial instrument (e.g. interest, nominal discount, ect.) is to be added,
at an annual interest (coupon) of 6,5% (six point and five tenths percent) plus/minus 3% (three percent),
with a term (maturity) of up to 7 (seven) years, and
for the purpose of financing the repayment of obligations of EUROHOLD under financial instruments issued by the Company, essentially constituting a refinancing of an existing obligation of EUROHOLD, as well as providing financing to or repaying obligations of EUROHOLD's subsidiary – Eastern European Electric Company II B.V. ("EEEC II")

(the above listed transaction(s) hereinafter jointly referred to as the "Financing Transaction")

1.2 This report aims to acquaint the shareholders of EUROHOLD with the material terms and the expedience of the proposed for approval Financing Transaction, with a view to enabling the General Meeting to adopt an informed decision on the authorisation of the persons managing and representing EUROHOLD to execute the transaction.

I. DEFINITIONS:

Certain capitalized terms used more frequently in this report are defined below.

Group	The economic group of EUROHOLD
EEEC II	is Eastern European Electric Company II B.V., a company incorporated and validly existing under the laws of the Kingdom of the Netherlands, registered with the Netherlands Chamber of Commerce under registration number 75452553, with its registered seat and address at: Kerkstraat 134A, 1017 GP Amsterdam, Kingdom of the Netherlands.
EUROHOLD owns 100% of the share capital of EEEC II.
EEEC III	is Eastern European Electric Company III B.V., a company incorporated and validly existing under the laws of the Kingdom of the Netherlands, registered with the Netherlands Chamber of Commerce under registration number 83417605, with its registered seat and address at: Kerkstraat 134A, 1017 GP Amsterdam, Kingdom of the Netherlands.
EUROHOLD owns indirectly 100% of the share capital of EEEC III through its directly owned subsidiary EEEC II.
General Meeting	The General Meeting of Shareholders of EUROHOLD.
Public Company, Company	used as a synonym of EUROHOLD.

Starcom	„Starcom Holding“ AD, UIC 121610851, with seat and address of management: Sofia, 43, Christopher Columbus Blvd.
Financing Transaction	has the meaning assigned to it in section 1.1. above
Holding company	used as a synonym of EUROHOLD.
Management Board	li the Management Board of EUROHOLD

II. TRANSACTION DESCRIPTION

A. General information on EUROHOLD and the Group

3.1 EUROHOLD is a public holding joint stock company with scope of activity acquisition, management, valuation and sale of participations in Bulgarian and foreign companies; financing of the companies in which the company participates; participations in Bulgarian and foreign companies. The capital of the company amounts to EUR 132,855,000 and is distributed in 260,500,000 dematerialized, registered, non-preferred shares, with a nominal value of EUR 0.51 each. The shares of EUROHOLD are admitted to trading on the Bulgarian and Warsaw stock exchanges.

3.2 EUROHOLD is an integrated holding company, whose investment portfolio includes companies operating in the field of energy, insurance and financial services. These activities are consolidated in two sub-holdings within the Public Company - Euroins Insurance Group AD and EEEC II. The activities in the field of financial services are carried out by the investment intermediary "Euro-Finance" AD.

3.3. EUROHOLD's investment strategy for the most part is mainly focused on the regulated markets, which represent the most attractive opportunities due to their nature of sustainable cash flow predictability and low impact of economic volatility. The comprehensive and effective control exercised by the regulatory authorities over the businesses of such nature, builds trust, certainty and confidence among the investors.

3.4. To carry out its activities, the Group relies on both bank and non-bank financing - funds raised by issuing financial instruments of different type and nature, including bonds, and as of the date of this report, the Holding company and its subsidiaries regularly service their obligations to banks and other creditors.

3.5. For the purpose of financing its activities and support the activities of its subsidiaries, as at the date of this report, EUROHOLD has secured funding through the issuance of several bond loans, namely:

In 2016, EUROHOLD established a Euro Medium Term Note Programme, under which currently there are two outstanding notes issues:
an issue with ISIN XS1731768302 in the amount of EUR 70,000,000, maturing on 07.06.2026, with a fixed annual interest rate of 6.5% and annual interest payments; and
an issue with ISIN XS1542984288 in the amount of EUR 10,000,000, maturing on 29.12.2026, with a fixed annual interest rate of 8.0% and annual interest payments both guaranteed by "Euroins Insurance Group" AD and admitted to trading on the Irish Stock Exchange.
A bond issue with ISIN BG2100013205, in the amount of EUR 30,000,000, registered with the Central Depository AD on 26.11.2020. This is the second issue of ordinary, registered, dematerialized, interest-bearing, secured, non-convertible, freely transferable bonds, placed through an initial private (non-public) offering within the meaning of Art. 205, para. 2 of the Commerce Act. The maturity date is 26.11.2027, with the principal is to be repaid in full at maturity. Interest payments are made every six months from the registration date (26.11.2020), at a fixed nominal annual interest rate of 3.25%. The issue is secured by insurance policy "Bond".

A bond issue with ISIN BG2100002224, in the amount of EUR 40,000,000, registered with the Central Depository AD on 08.03.2022. This is the third issue of corporate, ordinary, registered, dematerialized, interest-bearing, secured, non-convertible, non-preferred, and freely transferable bonds, offered through an initial private placement to fewer than 150 pre-selected investors. The maturity date is 08.03.2029, with the principal repaid in full at maturity. Interest payments are made every six months from the registration date (08.03.2022), at a fixed nominal annual interest rate of 3.25%. The issue is secured by insurance policy "Bond".

3.6. For the purpose of financing the acquisition of companies within the Energy Group of the Holding company, in July 2021 EUROHOLD's subsidiary EEEC II obtained financing through a syndicated loan, which was successfully refinanced in June 2024. In 2025, a partial principal repayment of EUR 7,500,000 was made. As of now, the outstanding principal amounts to EUR 75,500,000. The loan bares an interest rate of 11%, payable semi-annually, with the principal repayable in full at maturity on 11.09.2029.

3.7. For the purpose of partial or full repayment and/or redemption (depending on the outcome of the Financing Transaction) of the obligations of EUROHOLD and its subsidiary EEEC II under the financial instruments described in items 3.5 and 3.6 above, there arises a need for the Company to secure additional financing through the Financing Transaction.

4. Nature of the Financing Transaction

4.1. Through the Financing Transaction, EUROHOLD is exploring opportunities to secure financial resources for the implementation of the activities under section 3.7. above through Bond issuance under the terms of a private or public offering on the international capital markets, subject to market conditions. The raising of borrowed capital will be ensured with the assistance of an international financial institutions (fundraising managers). Should sufficient funds be raised, a portion thereof may also be used for the Company's general corporate purposes.

4.2. Due to the increased volatility of international capital markets in the current highly complex global economic environment, and the need for EUROHOLD to secure financial resources within a limited timeframe—by early June 2026—the Holding company, with the assistance of international financial institutions (fundraising arrangers), will take steps to raise the necessary funds (through one or more bond issues) in a total amount not exceeding EUR 300,000,000, depending on market conditions and investor demand.

4.3 The dynamics of the financial markets in respect of the determination of interest rates on a given instrument, conditioned by the volatility of the macro-economic situation and the heightened global geopolitical uncertainty, do not allow the unequivocal determination of the yield of the financial instrument constituting the Financing Transaction. In this regard, the Management Board considers it appropriate to propose for approval an interest rate of 6.5%, with a possible deviation of plus/minus 3%, depending on investor demand and aligned with the interests of the Company to ensure the successful execution of the Financing Transaction.

Depending on demand in the global capital markets at the relevant time, the Public Company, with the assistance of the financing arrangers, will select for its shareholders the most favorable interest rates and interest payment frequency.

5. Material conditions of the Financing Transaction

The material conditions (parameters) of the Financing Transaction - type, parties, amount, term are presented in the following table:

1)	Type and characteristics of the	Incurrence of a bond obligation by EUROHOLD towards the bondholders/creditors through one or more issues (tranches) of

	Financing Transaction:	ordinary, dematerialized, non-convertible, freely transferable, interest-bearing bonds, issued under the terms of a private or public offering on the international capital markets.
2)	Parties to the Financing Transaction:	Borrower under the financing instrument / Issuer of Bonds: EUROHOLD; Counterparty: all bondholders and holders of securities accounts of the respective note issue (bondholders-creditors);The obligation of EUROHOLD under the Financing Transaction may need to be guaranteed and/or secured (by granting a pledge over the shares held by the Company in the capital of EEEC II and the receivables arising from those shares, or a pledge over the shares in the capital of EEEC III held by its subsidiary EEEC II), depending on investor interest and the prevailing market conditions. In the event that corporate guarantees (sureties) and/or collateral are provided by EUROHOLD's subsidiaries, the respective guarantee/security transactions will be subject to separate corporate approvals and authorizations in accordance with the applicable provisions of Article 114 of the POSA. Interested parties under Art. 114 of POSA may not subscribe to the Bonds except in compliance with the applicable provisions of Art. 114 of POSA.
3)	Total value of the Financing Transaction:	Under all instruments issued:- Up to EUR 300 000 000 principal/nominal value;- lower limit of the capital to be raised – no such limit has been determined by the Management Board, and no minimum amount of financing is proposed to the shareholders for approvalGiven the purpose of the Financing Transaction, raising financial resources even in a smaller amount, provided that the terms are favorable to the Company, would be in its interest.The total value of the Financing Transaction also includes the yield applicable to the Bonds (see item 4 below), which is to be added to the above principal / nominal amount.
4)	Cost of financing:	Yield (interest) for bondholders on an annual basis of 6.5% with a possible deviation of plus/minus 3%.
5)	Term:	Up to 7 (seven) years.
6)	To whose benefit the Financing Transaction is concluded	Through the funds raised, EUROHOLD plans:(a) to finance the partial or full repayment of its obligations described in item 3.5 above; and(b) to repay and/or provide financing to its subsidiary EEEC II for the repayment of its obligations described in item 3.6 above. Alternatively, if the Management Board determines that, in light of market conditions and the Company's strategic intentions, this would be a more advantageous option for EUROHOLD, the Company could be subrogated to the rights of the creditors under EEEC II's syndicated loan, which would lead to a substantial reduction of the Holding company's external indebtedness (on a consolidated basis).

Accordingly, the Financing Transaction is to be made for the benefit of:

(i) EUROHOLD (see for more detail Section III. Economic Benefit for EUROHOLD and the Group); and
(ii) to the benefit of EEEC II, which will reduce its indebtedness to external creditors, thereby contributing to a reduction in the Group’s overall indebtedness.

It shall be noted that the specified main parameters of the Financing Transaction refer to, in the case of one issue - an obligation arising for the entire issue, or in the case of several issues – obligation arising for all issues in aggregate, insofar as at the date of this report, it cannot be predicted whether the Financing transactions will be concluded in the form of one or several issues (tranche) according to section 4.2 above.

6. Powers of the Management Board to specify the terms of the Financing Transaction

6.1. The Public Company intends to complete the Financing Transaction until the end of June 2026.

6.2. In view of the dynamics of the market situation and the volatility of the international financial markets, the Management Board cannot currently predict the exact parameters of the Financing Transaction. For this reason, the Financing Transaction is presented in this report within certain minimum and maximum limits in terms of its material parameters. Thus, some of the parameters of the financial instruments are indicative within certain limits or will be further specified. This refers to the term, interest (yield) under the Bonds, repayment schedule, terms of early redemption/ repayment, as well as all other mandatory and optional parameters of the instrument, financial and other liabilities, which EUROHOLD will undertake to comply with for the term of the Bonds, in accordance with the requirements of the applicable law and international practice.

6.3 That said in item 6.2 above, as well as the consultations with the international investment financial institutions that EUROHOLD has engaged for the purposes of fundraising led to a conclusion that it is appropriate for the Management Board to be authorized by the General Meeting, within the framework of the proposed decision, with broad discretionary powers as to be able to respond flexibly and efficiently to the changing economic conditions and the interest of bondholders/creditors in the Financing Transaction, and in particular to the interest of the Public Company. Due to volatility of the financial markets. it is recommended that the Management Board has the opportunity to determine the specific parameters of the Financing Transaction within the frame set out in this report.

6.4 The specific parameters of the Bonds will be further disclosed (in accordance with applicable law) with a view to development of the process of the fundraising process, and the terms the financing institution (the financing arranges) manages to negotiate with bondholders /creditors within the limits above.

B. Participation of Interested persons

7.1 The Management Board considers that the interested persons with regard to the Financing Transaction are:

1) EEEC II (an interested person within the meaning of Art. 114, para. 7, item 1, first and forth proposal of POSA), as part of the funds raised through the Financing Transaction will be provided to EEECII, accordingly, the Financing Transaction is carried out also for the benefit of EEEC II. At the same time, EEEC II is a related party to a shareholder who directly holds more than 25% of the voting rights at the General Meeting (Starcom). In addition, EEEC II may participate in the Financing Transaction as a guarantor, providing a corporate guarantee in favor of the bondholders.

2) EEEC III (an interested person within the meaning of Art. 114, para. 7, item 1, first proposal of

POSA), Eastern European Electric Company III B.V., is a related party to a shareholder who directly holds more than 25% of the voting rights at the General Meeting (Starcom) and may participate in the Financing Transaction as a guarantor, providing a corporate guarantee in favor of the bondholders.

3) "STARCOM HOLDING" AD, UIC 121610851 ("Starcom"), with registered address: 43 Christopher Columbus Blvd, Sofia (an interested person within the meaning of Art. 114, para. 7, item 2 of POSA), as it directly holds more than 25% of the voting rights at EUROHOLD's General Meeting and also indirectly holds more than 25% of the voting rights in the General Meetings of (i) EEEC II, in whose favor the Financing Transaction is carried out (and which may additionally act as a guarantor providing a corporate guarantee to bondholders) and (ii) EEEC III, which may participate in the Financing Transaction as a guarantor providing a corporate guarantee to bondholders.

Currently, STARCOM HOLDING AD directly holds 52.75% of the voting rights at EUROHOLD's General Meeting. The Holding company directly holds 100% of the voting rights at EEEC II's General Meeting and indirectly holds 100% of the voting rights at EEEC III's General Meeting.

4) Assen Milkov Christov (an interested person within the meaning of Art. 114, para. 7, item 2 of POSA) – Chairman of EUROHOLD's Supervisory Board (as of the date of this report), and indirectly (through Starcom) holding more than 25% of the voting rights at EEEC II's General Meeting, in whose favor the Financing Transaction is carried out, and which may be a party to the transaction. He also indirectly (through Starcom) holds more than 25% of the voting rights at EEEC III's General Meeting, which may participate in the Financing Transaction as a guarantor providing a corporate guarantee to bondholders.

5) Milen Assenov Christov (an interested person within the meaning of Art. 114, para. 7, item 3 of POSA) – related party to a shareholder who indirectly holds more than 25% of the voting rights at the General Meeting (Assen Milkov Christov) and a member of the Management Board and representative of EEEC II, in whose favor the Financing Transaction is carried out (and which may act as a guarantor providing a corporate guarantee to bondholders) and a member of the Management Board and representative of EEEC III, which may also act as a guarantor providing a corporate guarantee to bondholders.

For the sake of clarity and traceability of the above-mentioned shareholdings, below is a graphic representation of the property vertically:

7.2 In accordance with Art. 114a, para. 2 of POSA Assen Milkov Christov did not take part in the preparation of this report, neither did Milen Assenov Christov.

III. ECONOMIC BENEFIT FOR EUROHOLD AND EEEC II

The volatile macroeconomic environment and heightened geopolitical uncertainty worldwide are leading to increased volatility in the energy, debt and capital markets. The escalation of the conflict in the Middle East, including around Iran, is further increasing uncertainty regarding energy prices, the inflation environment and access to external financing. In this context, there are grounds for a deterioration in market conditions, an increase in the risk premiums required by investors and financial institutions, as well as more conservative behaviour by participants in the capital markets.

Following an analysis of the above factors and trends, and in view of their dynamic nature and limited predictability, EUROHOLD's Management Board considers it expedient to take timely measures to ensure the financial stability of the EUROHOLD group (the "Group") in the short and medium term.

The proposed Financing Transaction creates an opportunity for the Company to secure the necessary financial resources for the partial or full repayment and/or refinancing of its existing obligations, as well as for the financing and/or repayment of an obligation of its subsidiary EEEC II. In this way, EUROHOLD will be able to organize the financing of these obligations within a single overall financial transaction, on terms determined in accordance with the prevailing market conditions and the Company's interests.

The Financing Transaction also provides EUROHOLD with an opportunity to optimize the structure and maturity profile of its indebtedness. Through it, the Company will be able to replace existing obligations, including obligations with nearer-term maturities, with new financing having a tenor aligned with its needs. This will contribute to better predictability in the management of future payments and to more effective liquidity planning by EUROHOLD.

At the same time, the Financing Transaction makes it possible to preserve the Company's available financial resources and avoid the need for existing obligations to be repaid in full within a short period entirely from its own funds. This creates greater financial flexibility for EUROHOLD and supports the stable

management of the Company's cash flows, while also creating the conditions for a more balanced structuring of funding sources and more effective capital structure planning.

The Financing Transaction will also contribute to a more efficient organization of financing at the parent-company level and to more efficient management of financial resources within the Group. For a holding company such as EUROHOLD, the ability to structure and manage financial resources centrally constitutes an independent economic benefit, as it creates greater predictability and manageability of payments related to the servicing of obligations within the Group.

There is also an economic benefit for EUROHOLD insofar as, through the transaction, the Company will be able to organize financing within the Group more efficiently in relation to EEEC II. Regardless of the specific legal form in which the financing in relation to EEEC II is implemented, the result of the transaction is improved predictability and manageability of cash flows within the Group, better visibility over the servicing of the relevant exposure, and more effective alignment between incoming and outgoing payments at the holding-company level. This is important for liquidity planning and for the timely servicing of EUROHOLD's obligations.

The transaction is also economically beneficial for EEEC II and for the energy group as a whole, since the expected lower interest rate under the Financing Transaction could lead to a reduction in interest expenses across the energy group as a whole, which in turn provides additional security and financial capacity for servicing group obligations, including under debt instruments already issued by subsidiaries of EEEC II, and is consistent with the Group's overall financial strategy. This is important for better predictability of future payments and for more sustainable financial planning in the medium and long term, while at the same time contributing to more effective liquidity management by the company, a more stable financial framework for its operations, and a reduction of its exposure to external creditors in respect of the relevant obligation.

In view of the above, EUROHOLD's Management Board considers that the proposed Financing Transaction submitted for approval is expedient and economically beneficial for both EUROHOLD and EEEC II, as it leads to optimization of the structure and maturity profile of EUROHOLD's indebtedness, preservation of liquidity and increased financial flexibility of the parent company, more efficient management of financial resources within the Group, improved predictability and manageability of cash flows at Group level, as well as the creation of a more stable financial framework for EEEC II.

IV. AUTHORIZATION OF PERSONS WHO MANAGE AND REPRESENT EUROHOLD TO CONCLUDE THE FINANCING TRANSACTION

9.1 Pursuant to Article 114(1), item 2 in conjunction with Article 114(1), item 1, letter "b" of the POSA, where, as a result of a transaction, obligations arise for the Public Company in favour of interested parties, and specifically in this case obligations will arise for EUROHOLD as a result of entering into the Financing Transaction subject to approval, owed to third parties for the benefit of the interested party Eastern European Electric Company II B.V. (EEEC II), the calculation for the purposes of Article 114(1) of the POSA shall be made taking into account the two percent threshold under Article 114(1), item 1, letter "b" of the POSA.

9.2 In addition, pursuant to Article 114a(7) of the POSA, where the resolution of the General Meeting does not specify a particular counterparty to the transaction subject to approval under Article 114 of the POSA, the calculation for the purposes of Article 114(1) of the POSA shall be performed by applying the thresholds for transactions involving interested parties. Since the nature of the Financing Transaction and its development at the present stage do not allow for a counterparty to be specified, i.e. the bondholders/creditors that would provide the financing cannot be identified in advance, the calculation for the purposes of the present approval is made by applying the $2\%$ materiality threshold.

9.3 On the basis of Article 114a(7) of the POSA, the calculation for the purposes of Article 114(1) of the POSA shall be made against the maximum value of the transaction proposed for approval. The maximum possible amount of obligations that could arise for EUROHOLD as a result of the Financing Transaction is EUR 300,000,000, plus the yield applicable to the relevant financing instrument for the bondholders/creditors (for example interest, discount from nominal value, etc.), and exceeds 2 (two) percent of the lower of the asset values of EUROHOLD according to the latest audited unconsolidated balance sheet publicly disclosed pursuant to Article 100t of the POSA as at 31 December 2025 (asset value: BGN 896,163,728.14 — in thousands of BGN 896,163 thousand, EUR 458,201,238.42) and according to the latest unaudited unconsolidated balance sheet for the last quarter of 2025 (31 December 2025), publicly disclosed pursuant to Article 100t of the POSA (asset value: BGN 896,165,000.00 — in thousands of BGN 896,165 thousand, EUR 458,201,888.71). For the purposes of the calculation, the lower of the two values should be taken into account, namely BGN 896,163,728.14, the euro equivalent of which amounts to EUR 458,201,238.42 $^{1}$. Two (2) percent of the asset value of EUROHOLD according to the audited unconsolidated balance sheet as at 31 December 2025 is BGN 17,923,274.56 or EUR 9,164,024.77. In this regard, the maximum value of EUR 300,000,000, plus the yield applicable to the relevant financing instrument for the creditors / bondholder-creditors (for example interest, discount from nominal value, etc.), under the proposed Financing Transaction exceeds the threshold of 2 (two) percent of the lower asset value of EUROHOLD according to the latest audited unconsolidated balance sheet publicly disclosed pursuant to Article 100t of the POSA, which amounts to EUR 9,164,024.77. For the above reasons, the Transaction should be approved by the General Meeting of Shareholders of EUROHOLD in accordance with Article 114 of the POSA.

9.4 In view of the above, and considering that the Financing Transaction is in the interest of EUROHOLD, it is proposed that the shareholders authorize the Management Board and its executive members to enter into and implement the Financing Transaction by adopting the following resolution:

(Draft resolution:

The General Meeting of Shareholders adopts a resolution to authorize the management board ("Management Board") and the persons who manage and represent Eurohold Bulgaria AD ("Eurohold") to enter into one or more financing transactions with a total value exceeding the threshold set out in Article 114, paragraph 1, item 2 in conjunction with Article 114, paragraph 1, item 1, letter "b" of the Public Offering of Securities Act, in accordance with a reasoned report prepared by the Management Board under the following principal terms and conditions:

Subject matter: financing transaction(s) ("Financing Transaction") in the form of ordinary, dematerialized, non-convertible, freely transferable, interest-bearing bonds issued through a private or public offering on the international capital markets (the "Bonds")

Principal amount: a maximum aggregate principal/nominal amount of all instruments of not more than EUR 300,000,000 (three hundred million euro), to which the respective return for the bondholders/creditors under the Bonds ("Creditors") shall be added (e.g., interest, discount from nominal value, etc.);

Interest (coupon): an annual interest (coupon) on the financial instrument of 6,5% (six point and five tenths percent) plus/minus 3% (three percent);

Term (maturity): up to 7 years;

Benefit: The Financing Transaction shall be carried out for the benefit of the Eurohold, and for the benefit of its subsidiaries acting as surety (guarantor) and or security providers.

$^{1}$ Pursuant to the Law on the Introduction of the Euro in the Republic of Bulgaria, as of 1 January 2026 the official currency of the Republic of Bulgaria is the euro, and the conversion of amounts from Bulgarian leva into euro is carried out at the exchange rate of BGN 1.95583 for EUR 1. Since the values stated above relate to periods during which the official currency of the Republic of Bulgaria was the Bulgarian lev, they should be presented in Bulgarian leva and as converted amounts in euro at the above exchange rate.

The General Meeting of Shareholders further authorizes the Management Board to undertake all necessary actions for the implementation of this resolution."

V. OTHER INFORMATION

10.1 This report has been prepared on the basis of Art. 114a, para. 1 of POSA, in connection with Art. 33 of Ordinance № 2 of the FSC and is part of the materials on the agenda of the extraordinary General Meeting of the Public Company, which should take a decision based on the requirements of Art. 114, para. 1, item 2 conjunction with art. 114, para. 1, v.1, b. "b" of the POSA.

10.2

The General Meeting is scheduled for April 28, 2026 from 11:00 am (08:00 UTC time). The registration of the participants in the meeting will start at 10:00 (07:00 UTC) on April 28, 2026 at the address of the company's management in Sofia, 43 Christopher Columbus Blvd., floor 1, in front of the conference hall. In the absence of a quorum on the date originally announced, the meeting will be held on May 13, 2026 from 11:00 am (08:00 UTC time) at the company's headquarters in Sofia, 43 Christopher Columbus Blvd., floor 1, conference hall, with the same agenda. The registration of the participants in the meeting on the reserve date will start at 10:00 (07:00 UTC) on May 13, 2026 in Sofia, 43 Christopher Columbus Blvd., 1st floor, in front of the conference hall.

This report of reasons is approved by decision of The Management Board, taken at a meeting held on 27 March 2026.

MEMBERS OF THE MANAGEMENT BOARD OF EUROHOLD BULGARIA AD:

KIRIL IVANOV BOSHOV
ASEN MINCHEV MINCHEV
VELISLAV MILKOV CHRISTOV
RAZVAN STEFAN LEFTER

Sample

POWER-OF-ATTORNEY*

The undersigned ..., citizen of ..., PIN/ born on ..., ID card/ passport № ..., issued on ..., valid till, permanent residence: ..., in my capacity of ... (data of the represented natural/ legal person), possessing as of ... (day/month/year – the date pursuant to the invitation to the shareholders)) ... number (description of shares) voting shares from the share capital of EUROHOLD BULGARIA AD, registered with the Trade Register at the Registry Agency, UIC 175187337, having its registered seat and address of management at 43 Christopher Columbus Blvd., Iskar district, city of Sofia, pursuant to art. 226 of the Commerce Act (CA) and art. 116, paragraph 1 of Public Offering of Securities Act (POSA), hereby

AUTHORIZE:

... (full name), PIN/ born on ..., ID card/ passport № ..., issued on ..., valid till, address: ...

TO REPRESENT ... at annual/ extraordinary session of the General meeting of shareholders of EUROHOLD BULGARIA AD, which will be held on ... (day, month, year) at ... am at 43 Christopher Columbus Blvd., Iskar district, city of Sofia, conference hall and to vote with all shares owned by ... under the items of the agenda by the following way, namely:

I. ANNOUNCED AGENDA OF THE SESSION OF THE GENERAL MEETING OF SHAREHOLDERS pursuant to the published invitation to the shareholders and as the case may be, announced under the procedure of Art. 223 of the CA in relation to Art. 115, par. 4 of the POSA or Art. 223a of the CA relating to Art. 115, par. 7 of the POSA

II. DRAFT RESOLUTIONS ON THE SEPARATE ITEMS FROM THE AGENDA OF THE SESSION OF THE GENERAL MEETING OF SHAREHOLDERS pursuant to the published invitation to the shareholders and as the case may be, announced under the procedure of Art. 223 of the CA or Art. 223a of the CA.

III. MANNER OF VOTING BY THE PROXY ON THE SEPARATE ITEMS OF THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS:

In case that the manner of voting by the proxy is not specified under each item of the agenda, it shall be pointed out that the proxy may vote at his/her own discretion (at his own discretion to vote "FOR", "AGAINST" or "ABSTAINED") under each draft resolutions during the session of the General meeting of the shareholders of EUROHOLD BULGARIA AD

It should be pointed out whether the authorization covers items which are included in the agenda under the conditions of Art. 231, paragraph 1 of the Commerce Act and are not notified to or announced pursuant to Art. 223 of the CA, as well as with respect to the way of voting by the proxy in the cases of Art. 231, paragraph 1 of the CA.

Date: ...

FOR AND ON BEHALF OF: (...)

*This power- of- attorney should be with notarized signature.

AI assistant

Eurohold Bulgaria AD Proxy Solicitation & Information Statement 2026

2576_rns_2026-03-27_c94aa98a-f312-4915-9872-d16d5854b859.pdf

MATERIALS AND PROPOSALS FOR RESOLUTIONS

UNDER THE AGENDA OF THE EXTRAORDINARY MEETING OF THE SHAREHOLDERS OF

I. DRAFT RESOLUTIONS:

II. MATERIALS RELEVANT TO THE AGENDA OF THE MEETING OF THE SHAREHOLDERS

MINUTES

OF MEETING OF THE MANAGEMENT BOARD OF

EUROHOLD BULGARIA AD

AGENDA:

RESOLUTION No 1:

MEMBERS OF THE MANAGEMENT BOARD:

EUROHOLD BULGARIA AD

REPORT OF REASONS

REGARDING

II. TRANSACTION DESCRIPTION

A. General information on EUROHOLD and the Group

4. Nature of the Financing Transaction

5. Material conditions of the Financing Transaction

6. Powers of the Management Board to specify the terms of the Financing Transaction

B. Participation of Interested persons

III. ECONOMIC BENEFIT FOR EUROHOLD AND EEEC II

IV. AUTHORIZATION OF PERSONS WHO MANAGE AND REPRESENT EUROHOLD TO CONCLUDE THE FINANCING TRANSACTION

V. OTHER INFORMATION

10.2

MEMBERS OF THE MANAGEMENT BOARD OF EUROHOLD BULGARIA AD:

POWER-OF-ATTORNEY*

AUTHORIZE:

AI assistant

Eurohold Bulgaria AD — Proxy Solicitation & Information Statement 2026

2576_rns_2026-03-27_c94aa98a-f312-4915-9872-d16d5854b859.pdf

MATERIALS AND PROPOSALS FOR RESOLUTIONS

UNDER THE AGENDA OF THE EXTRAORDINARY MEETING OF THE SHAREHOLDERS OF

I. DRAFT RESOLUTIONS:

II. MATERIALS RELEVANT TO THE AGENDA OF THE MEETING OF THE SHAREHOLDERS

MINUTES

OF MEETING OF THE MANAGEMENT BOARD OF

EUROHOLD BULGARIA AD

AGENDA:

RESOLUTION No 1:

MEMBERS OF THE MANAGEMENT BOARD:

EUROHOLD BULGARIA AD

REPORT OF REASONS

REGARDING

II. TRANSACTION DESCRIPTION

A. General information on EUROHOLD and the Group

4. Nature of the Financing Transaction

5. Material conditions of the Financing Transaction

6. Powers of the Management Board to specify the terms of the Financing Transaction

B. Participation of Interested persons

III. ECONOMIC BENEFIT FOR EUROHOLD AND EEEC II

IV. AUTHORIZATION OF PERSONS WHO MANAGE AND REPRESENT EUROHOLD TO CONCLUDE THE FINANCING TRANSACTION

V. OTHER INFORMATION

10.2

MEMBERS OF THE MANAGEMENT BOARD OF EUROHOLD BULGARIA AD:

POWER-OF-ATTORNEY*

AUTHORIZE:

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Eurohold Bulgaria AD Proxy Solicitation & Information Statement 2026