NOTICE TO SHAREHOLDERS
(updated)

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 ordinary annual session of the General meeting of the shareholders of Eurohold Bulgaria AD with universal identification code of the event: EUBG20260528AGMS which will be held on 28 May 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:

Adoption of the audited individual annual statements of the company for the year 2025. (draft resolution: The General meeting of the shareholders adopts the audited individual annual statements of the company for the year 2025.);
Adoption of the audited consolidated annual statements of the company for the year 2025. (draft resolution: The General meeting of the shareholders adopts the audited consolidated annual statements of the company for the year 2025.);
Approval of the proposal of the Management board for allocation of the profit from company's operation during the year 2025. (draft resolution: The General meeting of the shareholders approves the Management Board's proposal on profit distribution from company's operation during the year 2025, namely: the profit made by the company's operation during the financial year 2025 in the amount of 52,530 thousand levs to be distributed as Retained Earnings.);
Nomination of a specialized audit company to carry out an independent financial audit of the financial statements and the activity reports of Eurohold Bulgaria AD for 2026 and to express assurance on the sustainability report of Eurohold Bulgaria AD for 2026 (draft resolution: The General meeting of shareholders nominates Grant Thornton OOD, UIC 831716285, as a specialized audit company to carry out an independent financial audit of the financial statements and the activity reports of Eurohold Bulgaria AD for 2026 and to express assurance on the sustainability report of Eurohold Bulgaria AD for 2026.);
Release from liability the members of the Supervisory Board and the members of the Management Board of Eurohold Bulgaria AD for their activity during the year 2025. (draft resolution: The General meeting of the shareholders releases from liability the members of the Supervisory Board and the members of the Management Board of Eurohold Bulgaria AD for their activity during the year 2025.);
Adoption of the report of the Investor Relations Director's activity during the year 2025. (draft resolution: The General meeting of the shareholders adopts the report of the Investor Relations Director's activity during the year 2025.);
Adoption of the report of company's Audit Committee for the year 2025. (draft resolution: The General meeting of the shareholders adopts the report of company's Audit Committee for the year 2025.);
Adoption of an annual report for the year 2025 of the Supervisory board in its capacity of Remuneration committee. (draft resolution: The General meeting of the shareholders adopts an annual report for the year 2025 of the Supervisory board in its capacity of Remuneration committee.)
Adoption of a resolution to authorize the Management Board and the persons who manage and represent "Eurohold Bulgaria" AD to enter into a transaction for the acquisition of financial instruments (Notes) issued by Eurohold Bulgaria AD, as a result of which the public company incurs a liability to an interested party of a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter b, in conjunction with Article 114, paragraph 1, item 2 of the POSA, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are:

(i) parties: Eurohold Bulgaria AD, as purchaser, and Starcom Holding AD, UIC 121610851, as seller

(ii) subject matter: the repurchase by Eurohold Bulgaria AD of all Euro Medium-Term Notes (Euro Medium-Term Notes – EMTNs) issued by Eurohold Bulgaria AD under the European Medium-Term Note Programme (Euro Medium-Term Note Programme, the “EMTN Programme”) under an issue with ISIN code XS1542984288 (Series 2 issue), with a nominal value of EUR 10,000,000, an interest coupon of 8% per annum, maturing on 29 December 2026, and an issue with ISIN code XS1731768302 (Issue Series 3), with a nominal value of EUR 70,000,000, an interest coupon of 6.5% per annum, maturing on 7 June 2026, with a total nominal value of all bonds issued under the EMTN Programme amounting to EUR 80,000,000, whereby, as a result of the transaction subject to approval, Eurohold Bulgaria AD may acquire the financial instruments described above, with a nominal value of not less than EUR 60,000,000 and not more than EUR 80,000,000, at a purchase price for the financial instruments under each of the described issues not exceeding 100% of the nominal value of the instrument under the relevant issue, plus the accrued but unpaid coupon interest thereon as at the date of transfer (settlement), calculated in accordance with the terms of the relevant issue and the applicable interest convention for the relevant instrument;

(iii) value: not less than the total nominal value of all instruments subject to acquisition amounting to EUR 60 000 000, increased by the accrued but unpaid as at the transfer (settlement) coupon interest on the relevant instrument, calculated in accordance with the terms of the relevant issue and the applicable interest convention for the relevant instrument, and not exceeding a total nominal value of all instruments subject to acquisition amounting to EUR 80,000,000, plus the accrued but unpaid coupon interest on the relevant instrument as at the date of transfer (settlement), calculated in accordance with the terms of the relevant issue and the applicable interest convention for the relevant instrument; and for the period until the full payment of the price of the financial instruments subject to acquisition, no interest is payable on the unpaid portion of the acquisition price

(iv) term: the purchase price of the financial instruments subject to this transaction is payable within 3 years of the acquisition (settlement) of the financial instruments subject to this transaction;

(v) in whose favour the transaction is carried out: the transaction subject to approval under this decision is in the interest of both parties – Eurohold Bulgaria AD and Starcom Holding AD.

Adoption of a resolution authorising the Management Board to take all necessary legal and practical steps to implement this resolution, empowering it to act at its discretion, guided by the best interests of the company, in accordance with applicable legislation, to determine, within the parameters described above, all other terms and conditions of the transaction that are not expressly set out in this resolution.

(Draft resolution:

The General Meeting of Shareholders adopts a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into a transaction for the acquisition of financial instruments (Notes) issued by Eurohold Bulgaria AD, as a result of which the public company incurs a liability to an interested party of a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter b, in conjunction with Article 114, paragraph 1, item 2 of the POSA, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are

(i) parties: Eurohold Bulgaria AD, as purchaser, and Starcom Holding AD, UIC 121610851, as seller

(ii) subject matter: the repurchase by Eurohold Bulgaria AD of all medium-term Eurobonds (Euro Medium-Term Notes – EMTNs) issued by Eurohold Bulgaria AD under the European Medium-Term Note Programme (Euro Medium-Term Note Programme, the “EMTN Programme”) under an issue with ISIN code XS1542984288 (Series 2 issue), with a nominal value of EUR 10,000,000, an interest coupon of 8% per annum, maturing on 29 December 2026, and an issue with ISIN code XS1731768302 (Issue Series 3), with a nominal value of EUR 70,000,000, interest coupon of 6.5% per annum, maturing on 7 June 2026, with a total nominal value of all bonds issued under the EMTN Programme amounting to EUR 80,000,000, whereby, as a result of the transaction subject to approval, Eurohold Bulgaria AD may acquire the financial instruments described above, with a nominal value of not less than EUR 60,000,000 and not more than EUR 80,000,000, at a purchase price for the financial instruments under each of the described issues not exceeding 100% of the nominal value of the instrument under the relevant issue, plus the accrued but unpaid coupon interest thereon as at the date of transfer (settlement), calculated in accordance with the terms of the relevant issue and the applicable interest convention for the relevant instrument;

applicable interest convention for the relevant instrument, and not exceeding the total nominal value of all instruments subject to acquisition amounting to EUR 80,000,000, plus the accrued but unpaid coupon interest on the relevant instrument as at the date of transfer (settlement), calculated in accordance with the terms of the relevant issue and the applicable interest convention for the relevant instrument; and for the period until the full payment of the price of the financial instruments subject to acquisition, no interest is payable on the unpaid portion of the acquisition price

(v) in whose favour the transaction is carried out: the transaction subject to approval under this resolution is in the interest of both parties – Eurohold Bulgaria AD and Stacom Holding AD.

The General Meeting of Shareholders authorises the Management Board of Eurohold Bulgaria AD to take all necessary legal and practical steps to implement this resolution, empowering it at its discretion, guided by the best interests of the company, in accordance with applicable legislation, to determine, within the parameters described above, all other terms and conditions of the transaction that are not expressly set out in this resolution.)

Adoption of a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into a transaction for the acquisition of receivables, as a result of which the public company acquires assets with a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter “b”, in conjunction with Article 114, paragraph 1, item 2 of the Public Offering of Securities Act, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are:

(ii) subject matter: acquisition by Eurohold Bulgaria AD, through a sale and purchase agreement, of ownership of interest-bearing receivables of Starcom Holding AD, UIC 121610851, from the debtors “Solars Energy” AD, UIC 206944688, and “Euroins Insurance Group” AD, UIC 175394058, as follows:

a-1) an interest-bearing receivable from the debtor “Solars Energy” AD in the principal amount of EUR 9,923,484.31, together with all accrued and unpaid interest at a rate of 6% per annum as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a purchase price for this receivable of not less than the principal amount of EUR 9,923,484.31, plus all accrued and unpaid interest at a rate of 6% per annum as at the date of acquisition of the receivable, whereby, depending on the date of acquisition of the receivable, the obligation of Eurohold Bulgaria AD to pay the purchase price for this receivable may not exceed €11,412,507.98, comprising the principal and interest due on the acquired receivable at the time of its acquisition;

a-2) an interest-bearing receivable from the debtor “Solars Energy” AD in the amount of a principal of EUR 64,249,641.04, together with all accrued and unpaid interest at a rate of 3.5% per annum as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a purchase price for this receivable of not less than the principal amount of EUR 64,249,641.04, plus all accrued and unpaid interest at a rate of 3.5% per annum as at the date of acquisition of the receivable; and, depending on the date of acquisition of the receivable, the obligation of Eurohold Bulgaria AD to pay the purchase price for this receivable may not exceed €68,195,721.66, comprising the principal and interest due on the acquired receivable at the time of its acquisition;

a-3) an interest-bearing receivable from the debtor Solars Energy AD in the principal amount of EUR 7,500,000.00, together with all accrued and unpaid interest at a rate of 4% per annum as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a purchase price for this receivable of not less than a principal amount of EUR 7,500,000.00, plus all accrued and unpaid interest at a rate of 4% per annum as at the date of acquisition of the receivable; and, depending on the date of acquisition of the receivable, the obligation of Eurohold Bulgaria AD to pay the purchase price for this receivable may not exceed EUR 7,767,500.00, comprising the principal and interest due on the acquired receivable at the time of its acquisition;

b) an interest-bearing receivable from Euroins Insurance Group AD in the principal amount of EUR 13,804,880.79, plus all accrued and unpaid interest at a rate of 5% per annum as at the date of

acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a purchase price for this receivable of not less than the principal amount of EUR 13,804,880.79, increased by all accrued and unpaid interest at a rate of 5% per annum as at the date of acquisition of the receivable, such that, depending on the date of acquisition of the receivable, the obligation of Eurohold Bulgaria AD to pay the purchase price for this receivable shall not exceed €15,056,906.82, comprising the principal and interest due on the acquired receivable at the time of its acquisition;

or the total amount of interest-bearing receivables under points ‘a-1’, ‘a-2’, ‘a-3’ and ‘b’ above, amounting to a total principal of EUR 95,478,006.14, together with all accrued and unpaid interest at the relevant annual rate for the specific receivable, as described above, as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a total acquisition price for all receivables of not less than a principal amount of EUR 95,478,006.14, plus all accrued and unpaid interest on an annual basis for the specific receivable, as described above, as at the date of acquisition of the receivable, and depending on the date of acquisition of the receivables, the obligation of Eurohold Bulgaria AD to pay the acquisition price for all receivables under points ‘a-1’, ‘a-2’, ‘a-3’ and ‘b’ above may not exceed EUR 102,432,636.46, comprising the principal and interest due on all receivables subject to acquisition at the time of their acquisition;

(iii) total value: the principal amount of the receivables subject to acquisition in the sum of EUR 95,478,006.14, increased by all accrued and unpaid interest at the relevant annual rate for the specific receivable, as described above, as at the date of acquisition of the receivable, and not exceeding EUR 102,432,636.46, comprising the principal and interest due on all receivables subject to acquisition at the time of acquisition; and for the period until full payment of the price for the receivables subject to acquisition, no interest shall be payable on the outstanding portion of the price

(iv) timeframe: the transaction for the acquisition of the receivables subject to this resolution shall be completed within 6 months of the adoption of this resolution, and the purchase price for all receivables subject to this transaction is payable within 3 years of the acquisition of the relevant receivable subject to this transaction;

(v) in whose favour the transaction is carried out: the transaction subject to approval under this resolution is in the interests of both parties – Eurohold Bulgaria AD and Starcom Holding AD.

Adoption of a resolution authorising the Management Board to take all necessary legal and factual steps to implement this resolution, empowering it at its discretion, guided by the best interests of the company, in accordance with applicable legislation, to determine, within the parameters described above, all other terms and conditions of the transaction that are not expressly set out in this resolution.

(Draft resolution:

The General Meeting of Shareholders adopts a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into a transaction for the acquisition of receivables, as a result of which the public company acquires assets with a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter ‘b’, in conjunction with Article 114, paragraph 1, item 2 of the Public Offering of Securities Act, in accordance with a reasoned report prepared by the Board of Directors. The material terms of the transaction, subject to approval by this resolution, are:

a-2) an interest-bearing receivable from the debtor Solars Energy AD in the principal amount of EUR 64,249,641.04, together with all accrued and unpaid interest at a rate of 3.5% per annum as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a purchase price for this receivable of not less than the principal amount of EUR 64,249,641.04, plus all accrued and unpaid interest at a rate of 3.5% per annum as at the date of acquisition of the receivable; and, depending on the date of acquisition of the receivable, the obligation of Eurohold Bulgaria AD to pay the purchase price for this receivable may not exceed €68,195,721.66, comprising the principal and interest due on the acquired receivable at the time of its acquisition;

b) an interest-bearing receivable from Euroins Insurance Group AD in the principal amount of EUR 13,804,880.79, plus all accrued and unpaid interest at a rate of 5% per annum as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a purchase price for this receivable of not less than the principal amount of EUR 13,804,880.79, increased by all accrued and unpaid interest at a rate of 5% per annum as at the date of acquisition of the receivable, such that, depending on the date of acquisition of the receivable, the obligation of Eurohold Bulgaria AD to pay the purchase price for this receivable may not exceed €15,056,906.82, comprising the principal and interest due on the acquired receivable at the time of its acquisition;

or the total amount of interest-bearing receivables under points 'a-1', 'a-2', 'a-3' and 'b' above, amounting to a total principal of EUR 95,478,006.14, together with all accrued and unpaid interest on an annual basis for the specific receivable, as described above, as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a total acquisition price for all receivables of not less than a principal amount of EUR 95,478,006.14, plus all accrued and unpaid interest on an annual basis for the specific receivable, as described above, as at the date of acquisition of the receivable, and depending on the date of acquisition of the receivables, the obligation of Eurohold Bulgaria AD to pay the acquisition price for all receivables under points 'a-1', 'a-2', 'a-3' and 'b' above may not exceed EUR 102,432,636.46, comprising the principal and interest due on all receivables subject to acquisition at the time of their acquisition;

(iv) timeframe: the transaction for the acquisition of the receivables covered by this decision must be completed within six months of the adoption of this decision, and the purchase price for all receivables covered by this transaction is payable within three years of the acquisition of the relevant receivable covered by this transaction;

The General Meeting of Shareholders authorises the Management Board of Eurohold Bulgaria AD to take all necessary legal and factual steps to implement this resolution, empowering it at its discretion, guided by the best interests of the company, in accordance with applicable legislation, to determine, within the parameters described above, all other terms and conditions of the transaction that are not expressly set out in this resolution.)

Adoption of a resolution to authorize the Management Board and the persons who manage and represent "Eurohold Bulgaria" AD to enter into an exchange transaction, as a result of which the public company transfers assets with a total value exceeding the threshold under Article 114, paragraph

1, item 1, letter “b” of the Public Offering of Securities Act (“POSA”), in exchange for the settlement of the liability of “Eurohold Bulgaria” AD to “Starcom Holding” AD, which will arise as a consequence of the substitution by “Starcom Holding” AD, UIC 121610851, of Eurohold Bulgaria AD in the latter’s obligations to the International Investment Bank, described below, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are:

(i) parties: Eurohold Bulgaria AD in its capacity as transferor and debtor, Starcom Holding AD, UIC 121610851, in its capacity as acquirer and creditor;

(ii) subject matter: exchange of an asset against the settlement of the liability arising as a consequence of a debt substitution, consisting of the transfer from Eurohold Bulgaria AD to the ownership of Starcom Holding AD of 14,099,999 ordinary, book-entry registered shares with voting rights, constituting 99.99998% of the shares with voting rights in the capital of “Euro-Finance” AD, UIC 831136740, in exchange for which is extinguished the liability of “Eurohold Bulgaria” AD to Starcom Holding AD, arising as a consequence of Starcom Holding AD substituting Eurohold Bulgaria AD in its obligations to the International Investment Bank under 1) Bank Loan Agreement of 2018, in the principal amount of EUR 3,850,000.00, plus all accrued and unpaid interest as at the date of the debt substitution at a rate of 6.0% + 3-month EURIBOR on an annual basis, and 2) Bank Loan Agreement of 2022, in the principal amount of EUR 6,192,307.69, plus all accrued and unpaid interest as at the date of the debt substitution at a rate of 5.0% + 3-month EURIBOR on an annual basis, with the total amount of the liability under the two agreements described-above, as at the date of the debt substitution, defined as the total principal amounts under the two agreements totalling EUR 10,042,307.69, increased by the corresponding amount of accrued and unpaid interest on the relevant liability as at the date of the debt substitution, in accordance with the terms of the relevant bank loan agreement;

(iii) value: with a minimum value of the assets subject to the swap and the liabilities subject to the debt substitution of EUR 12,780,000.00 and a maximum value of the assets subject to the swap and the liabilities subject to the debt substitution of EUR 12,870,000;

(iv) timeframe: the swap transaction is to be carried out within 6 months of the adoption of this decision;

(v) in whose favour the transaction is carried out: the transaction subject to approval by this resolution is in the interests of both parties – Eurohold Bulgaria AD and Starcom Holding AD.

Adoption of a resolution authorising the Management Board to take all necessary legal and factual steps to implement this resolution, empowering it, at its discretion and guided by the best interests of the company, in accordance with applicable legislation, to determine, within the parameters described above, all other terms and conditions of the transaction that are not expressly set out in this resolution.

(i) parties: Eurohold Bulgaria AD in its capacity as transferor and debtor, Starcom Holding AD, UIC 121610851, in its capacity as acquirer and creditor;

substitution at a rate of $5.0\% + 3$-month EURIBOR on an annual basis, with the total amount of the liability under the two agreements described above, as at the date of the debt substitution, defined as the total principal amounts under the two agreements totalling EUR 10,042,307.69, increased by the corresponding amount of accrued and unpaid interest on the relevant liability as at the date of the debt substitution, in accordance with the terms of the relevant bank loan agreement;

(iii) value: with a minimum value of the assets subject to the swap and the liabilities to be replaced amounting to EUR 12,780,000.00 and a maximum value of the assets subject to the swap and the liabilities to be replaced amounting to EUR 12,870,000;

(iv) timeframe: the exchange transaction is to be completed within six months of the adoption of this decision;

(v) in whose favour the transaction is carried out: the transaction subject to approval by this resolution is in the interests of both parties – Eurohold Bulgaria AD and Starcom Holding AD.

Adoption of a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into a transaction, as a result of which the public company incurs a liability to an interested party as a consequence of a debt substitution with a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter “b”, in conjunction with Article 114, paragraph 1, item 2 of the Public Offering of Securities Act, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are:

(i) parties: Eurohold Bulgaria AD, as debtor, and Starcom Holding AD, UIC 121610851, as creditor

(ii) subject matter: the creation of an obligation on the part of Eurohold Bulgaria AD towards Starcom Holding AD, as a consequence of Starcom Holding AD substituting Eurohold Bulgaria AD in its obligations towards third parties, namely:

(a) an obligation of Eurohold Bulgaria AD towards Cell HLVTX One, (a segregated portfolio of Quarantasset SCC Limited (a limited liability company registered in Malta as a securitisation company with a segregated portfolio, with company registration number C 107921), with the amount of the liability as at 20 April 2026 EUR 32,062,500.00, comprising a principal amount of EUR 30,000,000.00 and compensation due, with a maximum liability value at the time of substitution of no more than €32,743,750.00, comprising a principal amount of €30,000,000.00 and compensation due as at the date of substitution;

(b) a liability of Eurohold Bulgaria AD to the European Bank for Reconstruction and Development, with a principal amount of EUR 14,175,000.00, plus all accrued and unpaid interest at a rate of $5.0\%$ per annum, with a maximum liability at the date of substitution of no more than EUR 18,341,000.00, comprising a principal amount of EUR 14,175,000.00, plus all accrued and unpaid interest at a rate of $5.0\%$ per annum as at the date of substitution;

or a maximum amount of all liabilities of Eurohold Bulgaria AD, as described above, subject to assumption by Starcom Holding AD as at the date of assumption, not exceeding EUR 51,084,750,

(iii) value: the minimum value of the liability of Eurohold Bulgaria AD to Starcom Holding AD in the amount of EUR 46,237,500 and the maximum value in the amount of EUR 51,084,750, and for the period until the full repayment of the liabilities of Eurohold Bulgaria AD to Starcom Holding AD as a result of the debt swap, no interest shall be payable on the outstanding portion

(iv) term: the liabilities of Eurohold Bulgaria AD to Starcom Holding AD resulting from the debt substitution described above are due and payable, in full or in part, within a period of up to 3 years from the completion of the substitution of the relevant liability;

described above, all other terms and conditions of the transaction that are not expressly set out in this resolution.

(i) parties: Eurohold Bulgaria AD, as debtor, and Starcom Holding AD, UIC 121610851, as creditor
(ii) subject matter: the creation of an obligation on the part of Eurohold Bulgaria AD towards Starcom Holding AD, as a consequence of Starcom Holding AD substituting Eurohold Bulgaria AD in its obligations towards third parties, namely:
(a) an obligation of Eurohold Bulgaria AD towards Cell HLVTX One, (a segregated portfolio of Quarantasset SCC Limited (a limited liability company registered in Malta as a securitisation company with a segregated portfolio, with company registration number C 107921), with the amount of the liability as at 20 April 2026 EUR 32,062,500.00, comprising a principal amount of EUR 30,000,000.00 and compensation due, with a maximum liability value at the time of substitution of no more than €32,743,750.00, comprising a principal amount of €30,000,000.00 and compensation due as at the date of substitution;
(b) a debt owed by Eurohold Bulgaria AD to the European Bank for Reconstruction and Development, with a principal amount of EUR 14,175,000.00, plus all accrued and unpaid interest at a rate of 5.0% per annum, with a maximum liability at the time of substitution of no more than EUR 18,341,000.00, comprising a principal amount of EUR 14,175,000.00, plus all accrued and unpaid interest at a rate of 5.0% per annum as at the date of substitution;
or a maximum amount of all liabilities of Eurohold Bulgaria AD, as described above, subject to assumption by Starcom Holding AD as at the date of assumption, not exceeding EUR 51,084,750,
(iii) value: the minimum value of the liability of Eurohold Bulgaria AD to Starcom Holding AD in the amount of EUR 46,237,500 and the maximum value in the amount of EUR 51,084,750, and for the period until the full repayment of the liabilities of Eurohold Bulgaria AD to Starcom Holding AD as a result of the debt swap, no interest shall be payable on the outstanding portion
(iv) term: the liabilities of Eurohold Bulgaria AD to Starcom Holding AD resulting from the debt substitution described above are due and payable, in full or in part, within a period of up to 3 years from the completion of the substitution of the relevant liability;
(v) in whose favour the transaction is carried out: the transaction subject to approval under this resolution is in the interests of both parties – Eurohold Bulgaria AD and Starcom Holding AD.

Adoption of a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into an exchange transaction, as a result of which the public company simultaneously acquires and transfers assets with a total value exceeding the threshold under 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. The material terms of the transaction, subject to approval by this resolution, are:

receivable being a principal sum of EUR 29,143,637.23, plus all accrued and unpaid interest at a rate of 5% per annum as at the date of transfer of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, with a minimum amount of the receivables transferred from Eurohold Bulgaria AD to Starcom Holding AD being a principal amount of EUR 29,143,637.23, plus all accrued and unpaid interest at a rate of 5% per annum as at the date of transfer of the receivables, and a maximum amount of the transferred receivables not exceeding EUR 31,787,000.00, comprising the principal and interest due at the time of transfer.

(iii) value: with a minimum value of the assets subject to the swap of €387,000,000 and a maximum value of the assets subject to the swap of up to €389,000,000;

(iv) timeframe: the swap transaction is to be completed within 6 months of the adoption of this decision;

(i) parties: Eurohold Bulgaria AD and Starcom Holding AD, UIC 121610851;

(ii) subject matter: an asset swap, consisting of the acquisition by Eurohold Bulgaria AD of ownership of 1,300,000 ordinary, registered shares with voting rights, constituting 100% of the shares with voting rights in the capital of “Solars Energy” AD, UIC 206944688, from Starcom Holding AD, in exchange for the simultaneous transfer from Eurohold Bulgaria AD to Starcom Holding AD of 149,932,734 ordinary, book-entry, registered shares with voting rights, constituting 100% of the shares with voting rights in the capital of “Euroins Insurance Group” AD, UIC 175394058, together with the transfer from “Eurohold Bulgaria” AD of ownership of an interest-bearing receivables held by “Eurohold Bulgaria” AD against the debtor “Euroins Insurance Group” AD, UIC 175394058, with the amount of the receivable being a principal sum of EUR 29,143,637.23, plus all accrued and unpaid interest at a rate of 5% per annum as at the date of transfer of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, with a minimum amount of the receivables transferred from Eurohold Bulgaria AD to Starcom Holding AD being a principal amount of EUR 29,143,637.23, plus all accrued and unpaid interest at a rate of 5% per annum as at the date of transfer of the receivables, and a maximum amount of the transferred receivables not exceeding EUR 31,787,000.00, comprising the principal and interest due at the time of transfer.

(iii) value: with a minimum value of the assets subject to the swap of €387,000,000 and a maximum value of the assets subject to the swap of up to €389,000,000;

(iv) timeframe: the swap transaction is to be completed within 6 months of the adoption of this decision;

(new, supplemented pursuant to Article 223a of the CA in conjunction with Art. 118, para. 2, item 4 of the POSA) Dismissal of a member of the Audit Committee of Eurohold Bulgaria AD (draft resolution: The General Meeting of Shareholders dismisses Rositsa Mihaylova Pencheva from the position of member of the Audit Committee of Eurohold Bulgaria AD);

(new, supplemented pursuant to Article 223a of the CA in conjunction with Art. 118, para. 2, item 4 of the POSA) Election of a new member of the Audit Committee of Eurohold Bulgaria AD (draft resolution: The General Meeting of Shareholders elects Desislava Kirilova Kalaydzhieva, PIN as a new member of the Audit Committee of Eurohold Bulgaria AD for a term of 5 (five) years);
(new, supplemented pursuant to Article 223a of the CA in conjunction with Art. 118, para. 2, item 4 of the POSA) Renewal of the mandate of the members of the Audit Committee of Eurohold Bulgaria AD (draft resolution: The General Meeting of Shareholders renews the mandate of the following members of the Audit Committee of Eurohold Bulgaria AD, namely: Ivan Georgiev Mankov and Dimitar Stoyanov Dimitrov, for a new term of 5 (five) years.);

The registration of the participants at the session will start at 10:00 a.m. (07:00 a.m. UTC) on 28 May 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 May 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 May 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.

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.

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 14 POSA the session of the General meeting of the shareholders will be held on 15 June 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 15 June 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 ORDINARY ANNUAL MEETING OF THE SHAREHOLDERS OF
EUROHOLD BULGARIA AD
CONVENED FOR 28.05.2026
(updated)

I. DRAFT RESOLUTIONS:

Adoption of the audited individual annual statements of the company for the year 2025. (draft decision: The General meeting of the shareholders adopts the audited individual annual statements of the company for the year 2025.);
Adoption of the audited consolidated annual statements of the company for the year 2025. (draft decision: The General meeting of the shareholders adopts the audited consolidated annual statements of the company for the year 2025.);
Approval of the proposal of the Management board for allocation of the profit from company's operation during the year 2025. (draft decision: The General meeting of the shareholders approves the Management Board's proposal on profit distribution from company's operation during the year 2025, namely: the profit made by the company's operation during the financial year 2025 in the amount of 52,530 thousand levs to be distributed as Retained Earnings.);
Nomination of a specialized audit company to carry out an independent financial audit of the financial statements and the activity reports of Eurohold Bulgaria AD for 2026 and to express assurance on the sustainability report of Eurohold Bulgaria AD for 2026. (draft decision - The general meeting of shareholders nominates Grant Thornton OOD, UIC 831716285, as a specialized audit company to carry out an independent financial audit of the financial statements and the activity reports of Eurohold Bulgaria AD for 2026 and to express assurance on the sustainability report of Eurohold Bulgaria AD for 2026.);
Release from liability the members of the Supervisory Board and the members of the Management Board of Eurohold Bulgaria AD for their activity during the year 2025. (draft decision: The General meeting of the shareholders releases from liability the members of the Supervisory Board and the members of the Management Board of Eurohold Bulgaria AD for their activity during the year 2025.);
Adoption of the report of the Investor Relations Director's activity during the year 2025. (draft decision: The General meeting of the shareholders adopts the report of the Investor Relations Director's activity during the year 2025.);
Adoption of the report of company's Audit Committee for the year 2025. (draft decision: The General meeting of the shareholders adopts the report of company's Audit Committee for the year 2025.);
Adoption of an annual report for the year 2025 of the Supervisory board in its capacity of Remuneration committee. (draft decision: The General meeting of the shareholders adopts an annual report for the year 2025 of the Supervisory board in its capacity of Remuneration committee.)
Adoption of a resolution to authorize the Management Board and the persons who manage and represent "Eurohold Bulgaria" AD to enter into a transaction for the acquisition of financial instruments (Notes) issued by Eurohold Bulgaria AD, as a result of which the public company incurs a liability to an interested party of a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter b, in conjunction with Article 114, paragraph 1, item 2 of the POSA, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are:
(i) parties: Eurohold Bulgaria AD, as purchaser, and Starcom Holding AD, UIC 121610851, as seller
(ii) subject matter: the repurchase by Eurohold Bulgaria AD of all Euro Medium-Term Notes (Euro Medium-Term Notes - EMTNs) issued by Eurohold Bulgaria AD under the European Medium-Term Note Programme (Euro Medium-Term Note Programme, the "EMTN Programme") under an issue with ISIN code XS1542984288 (Series 2 issue), with a nominal value of EUR 10,000,000, an interest coupon of 8% per annum, maturing on 29 December 2026, and an issue with ISIN code XS1731768302 (Issue Series 3), with a nominal value of EUR 70,000,000, an interest coupon of 6.5% per annum, maturing on 7 June 2026, with a total nominal value of all bonds issued under the EMTN Programme amounting to EUR 80,000,000, whereby, as a result of the transaction subject to approval, Eurohold Bulgaria AD may acquire the financial instruments described above, with a nominal value of not less than EUR 60,000,000 and not more than EUR 80,000,000, at a purchase price for the financial instruments under each of the described issues not exceeding 100% of the nominal value of the instrument under the relevant issue, plus the accrued but unpaid coupon interest thereon as at the date of transfer (settlement), calculated in accordance with the terms of the relevant issue and the applicable interest convention for the relevant instrument;

(v) in whose favour the transaction is carried out: the transaction subject to approval under this decision is in the interest of both parties – Eurohold Bulgaria AD and Starcom Holding AD.

Adoption of a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into a transaction for the acquisition of receivables, as a result of which the public company acquires assets with a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter “b”, in conjunction with Article 114, paragraph 1, item 2 of the Public Offering of Securities Act, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are:

(i) parties: Eurohold Bulgaria AD, as purchaser, and Starcom Holding AD, UIC 121610851, as seller
(ii) subject matter: acquisition by Eurohold Bulgaria AD, through a sale and purchase agreement, of ownership of interest-bearing receivables of Starcom Holding AD, UIC 121610851, from the debtors "Solars Energy" AD, UIC 206944688, and "Euroins Insurance Group" AD, UIC 175394058, as follows:

a-1) an interest-bearing receivable from the debtor "Solars Energy" AD in the principal amount of EUR 9,923,484.31, together with all accrued and unpaid interest at a rate of $6\%$ per annum as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a purchase price for this receivable of not less than the principal amount of EUR 9,923,484.31, plus all accrued and unpaid interest at a rate of $6\%$ per annum as at the date of acquisition of the receivable, whereby, depending on the date of acquisition of the receivable, the obligation of Eurohold Bulgaria AD to pay the purchase price for this receivable may not exceed €11,412,507.98, comprising the principal and interest due on the acquired receivable at the time of its acquisition;

a-2) an interest-bearing receivable from the debtor "Solars Energy" AD in the amount of a principal of EUR 64,249,641.04, together with all accrued and unpaid interest at a rate of $3.5\%$ per annum as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a purchase price for this receivable of not less than the principal amount of EUR 64,249,641.04, plus all accrued and unpaid interest at a rate of $3.5\%$ per annum as at the date of acquisition of the receivable; and, depending on the date of acquisition of the receivable, the obligation of Eurohold Bulgaria AD to pay the purchase price for this receivable may not exceed €68,195,721.66, comprising the principal and interest due on the acquired receivable at the time of its acquisition;

or the total amount of interest-bearing receivables under points 'a-1', 'a-2', 'a-3' and 'b' above, amounting to a total principal of EUR 95,478,006.14, together with all accrued and unpaid interest at the relevant annual rate for the specific receivable, as described above, as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a total acquisition price for all receivables of not less than a principal amount of EUR 95,478,006.14, plus all accrued and unpaid interest on an annual basis for the specific receivable, as described above, as at the date of acquisition of the receivable, and depending on the date of acquisition of the receivables, the obligation of Eurohold Bulgaria AD to pay the acquisition price for all receivables under points 'a-1', 'a-2', 'a-3' and 'b' above may not exceed EUR 102,432,636.46, comprising the principal and interest due on all receivables subject to acquisition at the time of their acquisition;

accordance with applicable legislation, to determine, within the parameters described above, all other terms and conditions of the transaction that are not expressly set out in this resolution.

(i) parties: Eurohold Bulgaria AD, as purchaser, and Starcom Holding AD, UIC 121610851, as seller
(ii) subject matter: acquisition by Eurohold Bulgaria AD, through a sale and purchase agreement, of ownership of interest-bearing receivables of Starcom Holding AD, UIC 121610851, from the debtors “Solars Energy” AD, UIC 206944688, and “Euroins Insurance Group” AD, UIC 175394058, as follows:

or the total amount of interest-bearing receivables under points ‘a-1’, ‘a-2’, ‘a-3’ and ‘b’ above, amounting to a total principal of EUR 95,478,006.14, together with all accrued and unpaid interest on an annual basis for the specific receivable, as described above, as at the date of acquisition of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, at a total acquisition price for all receivables of not less than a principal amount of EUR 95,478,006.14, plus all accrued and unpaid interest on an annual basis for the specific receivable, as described above, as at the date of acquisition of the receivable, and depending on the date of acquisition of the receivables, the obligation of Eurohold Bulgaria AD to pay the acquisition price for all receivables under points ‘a-1’, ‘a-2’, ‘a-3’ and ‘b’ above may not exceed EUR 102,432,636.46, comprising the principal and interest due on all receivables subject to acquisition at the time of their acquisition;

for the period until full payment of the price for the receivables subject to acquisition, no interest is payable on the outstanding portion of the price

Adoption of a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into an exchange transaction, as a result of which the public company transfers assets with a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter “b” of the Public Offering of Securities Act (“POSA”), in exchange for the settlement of the liability of “Eurohold Bulgaria” AD to “Starcom Holding” AD, which will arise as a consequence of the substitution by “Starcom Holding” AD, UIC 121610851, of Eurohold Bulgaria AD in the latter’s obligations to the International Investment Bank, described below, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are:

(iv) timeframe: the swap transaction is to be carried out within 6 months of the adoption of this decision;

(iv) timeframe: the exchange transaction is to be completed within six months of the adoption of this decision;

Adoption of a resolution to authorize the Management Board and the persons who manage and represent "Eurohold Bulgaria" AD to enter into a transaction, as a result of which the public company incurs a liability to an interested party as a consequence of a debt substitution with a total value exceeding the threshold under Article 114, paragraph 1, item 1, letter "b", in conjunction with Article 114, paragraph 1, item 2 of the Public Offering of Securities Act, in accordance with a reasoned report prepared by the Management Board. The material terms of the transaction, subject to approval by this resolution, are:

(i) parties: Eurohold Bulgaria AD, as debtor, and Starcom Holding AD, UIC 121610851, as creditor
(ii) subject matter: the creation of an obligation on the part of Eurohold Bulgaria AD towards Starcom Holding AD, as a consequence of Starcom Holding AD substituting Eurohold Bulgaria AD in its obligations towards third parties, namely:
(a) an obligation of Eurohold Bulgaria AD towards Cell HLVTX One, (a segregated portfolio of Quarantasset SCC Limited (a limited liability company registered in Malta as a securitisation company with a segregated portfolio, with company registration number C 107921), with the amount of the liability as at 20 April 2026 EUR 32,062,500.00, comprising a principal amount of EUR 30,000,000.00 and compensation due, with a maximum liability value at the time of substitution of no more than €32,743,750.00, comprising a principal amount of €30,000,000.00 and compensation due as at the date of substitution;
(b) a liability of Eurohold Bulgaria AD to the European Bank for Reconstruction and Development, with a principal amount of EUR 14,175,000.00, plus all accrued and unpaid interest at a rate of 5.0% per annum, with a maximum liability at the date of substitution of no more than EUR 18,341,000.00, comprising a principal amount of EUR 14,175,000.00, plus all accrued and unpaid interest at a rate of 5.0% per annum as at the date of substitution;
or a maximum amount of all liabilities of Eurohold Bulgaria AD, as described above, subject to assumption by Starcom Holding AD as at the date of assumption, not exceeding EUR 51,084,750,
(iii) value: the minimum value of the liability of Eurohold Bulgaria AD to Starcom Holding AD in the amount of EUR 46,237,500 and the maximum value in the amount of EUR 51,084,750, and for the period until the full repayment of the liabilities of Eurohold Bulgaria AD to Starcom Holding AD as a result of the debt swap, no interest shall be payable on the outstanding portion
(iv) term: the liabilities of Eurohold Bulgaria AD to Starcom Holding AD resulting from the debt substitution described above are due and payable, in full or in part, within a period of up to 3 years from the completion of the substitution of the relevant liability;
(v) in whose favour the transaction is carried out: the transaction subject to approval under this resolution is in the interests of both parties – Eurohold Bulgaria AD and Starcom Holding AD.

accordance with applicable legislation, to determine, within the parameters described above, all other terms and conditions of the transaction that are not expressly set out in this resolution.

Adoption of a resolution to authorize the Management Board and the persons who manage and represent “Eurohold Bulgaria” AD to enter into an exchange transaction, as a result of which the public company simultaneously acquires and transfers assets with a total value exceeding the threshold under 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. The material terms of the transaction, subject to approval by this resolution, are:

(i) parties: Eurohold Bulgaria AD and Starcom Holding AD, UIC 121610851;
(ii) subject matter: an asset swap, consisting of the acquisition by Eurohold Bulgaria AD of ownership of 1,300,000 ordinary, registered shares with voting rights, constituting 100% of the shares with voting rights in the capital of “Solars Energy” AD, UIC 206944688, from Starcom Holding AD, in exchange for the simultaneous transfer from Eurohold Bulgaria AD to Starcom Holding AD of 149,932,734 ordinary, book-entry, registered shares with voting rights, constituting 100% of the shares with voting rights in the capital of “Euroins Insurance Group” AD, UIC 175394058, together with the transfer from “Eurohold Bulgaria” AD of ownership of an interest-bearing receivables held by “Eurohold Bulgaria” AD against the debtor “Euroins Insurance Group” AD, UIC 175394058, with the amount of the receivable being a principal sum of EUR 29,143,637.23, plus all accrued and unpaid interest at a rate of 5% per annum as at the date of transfer of the receivable, together with the agreed privileges, security and appurtenances, as well as all rights ancillary to the receivable, with a minimum amount of the receivables transferred from Eurohold Bulgaria AD to Starcom Holding AD being a principal amount of EUR 29,143,637.23, plus all accrued and unpaid interest at a rate of 5% per annum as at the date of transfer of

the receivables, and a maximum amount of the transferred receivables not exceeding EUR 31,787,000.00, comprising the principal and interest due at the time of transfer.

(i) parties: Eurohold Bulgaria AD and Starcom Holding AD, UIC 121610851;

(new, supplemented pursuant to Article 223a of the CA in conjunction with Art. 118, para. 2, item 4 of the POSA) Dismissal of a member of the Audit Committee of Eurohold Bulgaria AD (draft resolution: The General Meeting of Shareholders dismisses Rositsa Mihaylova Pencheva from the position of member of the Audit Committee of Eurohold Bulgaria AD);
(new, supplemented pursuant to Article 223a of the CA in conjunction with Art. 118, para. 2, item 4 of the POSA) Election of a new member of the Audit Committee of Eurohold Bulgaria AD (draft resolution: The General Meeting of Shareholders elects Desislava Kirilova Kalaydzhieva, PIN [redacted], as a new member of the Audit Committee of Eurohold Bulgaria AD for a term of 5 (five) years);
(new, supplemented pursuant to Article 223a of the CA in conjunction with Art. 118, para. 2, item 4 of the POSA) Renewal of the mandate of the members of the Audit Committee of Eurohold Bulgaria AD (draft resolution: The General Meeting of Shareholders renews the mandate of the following members of the Audit Committee of Eurohold Bulgaria AD, namely: Ivan Georgiev Mankov and Dimitar Stoyanov Dimitrov, for a new term of 5 (five) years.);

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

Notice to shareholders for the ordinary Meeting of the Shareholders of EUROHOLD BULGARIA AD;
Sample of a power of attorney for participation at the ordinary Meeting of the Shareholders of EUROHOLD BULGARIA AD;
Minutes from a session of the Management Board of EUROHOLD BULGARIA AD convening the Meeting of the Shareholders of EUROHOLD BULGARIA AD;
Audited individual financial statements of EUROHOLD BULGARIA AD for 2025 – https://www.eurohold.bg/files/documents/articles/e43016d210130ca376b2e25fa932d790.pdf
Audited consolidated financial statements of EUROHOLD BULGARIA AD for 2025 – https://www.eurohold.bg/files/documents/articles/70e2408c2f03f5593b74a63db986e94b.pdf
Report of the Investor Relations Director’s activity during the year 2025;
Report of EUROHOLD BULGARIA AD’s Audit Committee for the year 2025;
Annual report of the supervisory board of EUROHOLD BULGARIA AD in its function as a remuneration committee for 2025.
Reasoned Report on the Appropriateness and Conditions of the Transactions under Art. 114, para. 1 of the POSA.
Report on the Determination of the Market Value of Financial Instruments
Report on the Determination of the Market Value of a Receivable
Report on the Determination of the Market Value of a Receivable
Report on the Determination of the Market Value of a Receivable
Report on the determination of the fair value of a receivable
Report on the determination of the fair value of a receivable
Report on the determination of the fair value of a receivable
Valuation report on the fair value of 100 of the capital of Euro-Finance AD
Report on the determination of the market value of liabilities
Report on the determination of the market value of liabilities
Report on the determination of the market value of a put option
Report on the determination of the market value of a receivable
Report on the determination of the market value of 92.08% of the equity of Euroins Insurance GroupAD
Report on the determination of the market value of 100% of the equity of Solars Energy AD
Higher education diploma – new member of the audit committee
Declarations of independent members of the audit committee pursuant to art. 107, para.4 and5 of theIFAA.

15 May 2026

EXECUTIVE DIRECTOR:

ASEN MINCHEV MINCHEV

СРЕДЕН УСПЕХ ОТ СЛЕДВАНЕТО: Добър /4.26/
брой кредити:

ПОЛОЖЕН ДЪРЖАВЕН ИЗПИТ: Отличен /6.00/
брой кредити:

Приложението е невалидно без диплома,
серия УНСС-2007, № 008323
регистрационен № 1085/3.9.2008 г.

Университет за Национално и
Световно Стопанство
София
Ринансово - Световоден Рапунтет

ДИПЛОМА

на Десислава Кирилова Калайджиева

ЗА ВИСШЕ ОБРАЗОВАНИЕ
НА ОБРАЗОВАТЕЛНО-КВАЛИФИКАЦИОННА СТЕПЕН

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ДЕСИСЛАВА КИРИЛОВА КАЛАЙДЖИЕВА

факултетен № : 933501

ЕГН _, родена на _ година,
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Република България
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завърши през 2008 година
четири и половина годишен курс на обучение
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задочна форма на обучение

Среден успех от курса на обучение: Добър 4.26
Оценка от държавен изпит: Отличен 6.00
Общ брой кредити:
Протокол на държавната изпитна комисия
№ 2700264755/02.07.2008 г.

ДЕКАН:
(под.гр.О.Синтонов)

Регистрационен номер 1085/3.9.2008 г.

DECLARATION

under Art. 107, para. 4 and 5 of the Independent Financial Audit Act

The undersigned, DESISLAVA KIRILOVA KALAYDZHIEVA, PIN [redacted], my capacity of candidate-member of the Audit Committee of “EUROHOLD BULGARIA” AD, registered with the Commercial Register at the Registry Agency, UIC 175187337, with seat and registered address at Christopher Columbus Blvd., 43, 1592, Sofia, Bulgaria, the latter being a public-interest entity within the meaning of § 1, point 22, letter “a” of the Additional Provisions of the Accountancy Act, hereby

DECLARE:

I am not an executive member of the management board or an employee of “EUROHOLD BULGARIA” AD;
I am not a person engaged in sustainable trade relations with “EUROHOLD BULGARIA” AD;
I am not a member of a management or supervisory body, procurator or employee of an entity under point 2 above;
I am not a related party to any other member of the management or supervisory boards or member of the audit committee of “EUROHOLD BULGARIA” AD.

I am aware of the liability in case of declaring untrue circumstances pursuant to Article 313 of the Criminal Code of Bulgaria.

11.05.2026
Sofia

DECLARER:

DESISLAVA KIRILOVA KALAYDZHIEVA

DECLARATION

under Art. 107, para. 4 and 5 of the Independent Financial Audit Act

The undersigned, IVAN GEORGIEV MANKOV, PIN [redacted], my capacity of candidate-member of the Audit Committee of “EUROHOLD BULGARIA” AD, registered with the Commercial Register at the Registry Agency, UIC 175187337, with seat and registered address at Christopher Columbus Blvd., 43, 1592, Sofia, Bulgaria, the latter being a public-interest entity within the meaning of § 1, point 22, letter “a” of the Additional Provisions of the Accountancy Act, hereby

DECLARE:

I am not an executive member of the management board or an employee of “EUROHOLD BULGARIA” AD;
I am not a person engaged in sustainable trade relations with “EUROHOLD BULGARIA” AD;
I am not a member of a management or supervisory body, procurator or employee of an entity under point 2 above;
I am not a related party to any other member of the management or supervisory boards or member of the audit committee of “EUROHOLD BULGARIA” AD.

I am aware of the liability in case of declaring untrue circumstances pursuant to Article 313 of the Criminal Code of Bulgaria.

IVAN GEORGIEV MANKOV
2026
Sofia

DECLARER: [signature]

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Eurohold Bulgaria AD Proxy Solicitation & Information Statement 2026

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Eurohold Bulgaria AD — Proxy Solicitation & Information Statement 2026

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