Megakran Plc.BET: MEGAKRAN

Amended proposals for the annual general meeting commencing at 10: 00 a.m. on 31 May 2024

May 21, 2024 at 8:59 PM UTC · Issued by Megakran Plc.

PROPOSALS AND DRAFT RESOLUTIONS

FOR GENERAL MEETING

Amendments to the original proposals and draft resolutions published on 10 May 2024

are highlighted with bold, italic, underlined letters

The board of directors of EU-SOLARTrading and Services Public Company Limited by Shares (registered seat: 7630 Pécs, Koksz street 127.; registration authority: Pécs County Court as Court of Registration; registration number: 02-10-060424; hereinafter: Company) has convened the annual general meeting of the Company by invitation dated and published on 30 April 2024, with the following conditions.

Venue of the general meeting: 7630 Pécs, Koksz street 127.

Date and time of commencement of the general meeting: 10:00 a.m. on 31 May 2024

In case of lack of quorum, venue of the reconvened general meeting: 7630 Pécs, Koksz street 127. In case of lack of quorum, date and time of commencement of the reconvened general meeting: 10:00 a.m. on 14 June 2024

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

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

Agenda of the general meeting:

Report of the board of directors on operation, financial status and business policies of the Company concerning the previous business year
Report of the auditor on financial statements and related business report concerning the previous business year of the Company
Report of the supervisory board on financial statements and related business report concerning the previous business year of the Company, and on proposal of the board of directors on use of free profit reserve supplemented by profit after tax of the previous business year
Approving financial statements and related business report concerning the previous business year of the Company
Decision on use of free profit reserve supplemented by profit after tax of the previous business year
Approving corporate governance report concerning the previous business year of the Company
Advisory vote on remuneration report concerning the previous business year of the Company
Decision on discharging members of the board of directors from liability
Report of the supervisory board on its operation concerning the previous business year of the Company
Report of the audit committee on its operation concerning the previous business year of the Company

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11. Decision on the amounts of one-time fees payable to members of the supervisory board, with respect to their performance in the previous business year

Agenda item no. 1.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss business report, prepared by the board of directors, on (among others) operation, financial status and business policies of the Company concerning the previous business year.

The Chairman of the Meeting suggests that the general meeting make decision on approval of the business report under item no. 4. of the agenda.

Agenda item no. 2.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss report of the auditor prepared by PricewaterhouseCoopers Auditing Limited Liability Company (registered seat: 1055 Budapest, Bajcsy-Zsilinszky road 78.; company registration number: 01-09-063022; chamber registration number: 001464), Péter Biczó as natural person responsible for the audit, on financial statements and related business report concerning the previous business year of the Company.

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

Draft resolution:

Resolution no. 4/2024. (V. 31.) of the general meeting

The general meeting approves the report of the independent auditor on financial statements and related business report concerning the previous business year of the Company.

Agenda item no. 3.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss report of the supervisory board on financial statements and related business report concerning the previous business year of the Company, and on proposal of the board of directors on use of free profit reserve supplemented by profit after tax of the previous business year.

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in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights), makes the following resolution:

Draft resolution:

Resolution no. 5/2024. (V. 31.) of the general meeting

The general meeting approves the report of the supervisory board on financial statements and related business report concerning the previous business year of the Company, and on proposal of the board of directors on use of free profit reserve supplemented by profit after tax of the previous business year.

Agenda item no. 4.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss financial statements concerning the previous business year of the Company (balance sheet total: HUF 13,307,142,000 that is thirteen billion three hundred any seven million one hundred and forty-twothousand forints; profit after tax: HUF 456,897,000 that is four hundred and fifty-sixmillion eight hundred and ninety-seventhousand forints), prepared by the board of directors, and to make decision, based on proposals and resolutions made under items no. 1-3. of the agenda, on approval of the financial statements and the related business report.

Draft resolution:

Resolution no. 6/2024. (V. 31.) of the general meeting

The general meeting approves the financial statements concerning the previous business year of the Company, with HUF 13,307,142,000 that is thirteen billion three hundred any seven million one hundred and forty-twothousand forintsas balance sheet total and HUF 456,897,000 that is four hundred and fifty-sixmillion eight hundred and ninety-seventhousand forintsas profit after tax, and the related business report.

Agenda item no. 5.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss proposal of the board of directors concerning use of free profit reserve supplemented by profit after tax of the previous business year, aiming at paying HUF 1,800,000,000 that is one billion eight hundred thousand forints as dividend.

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[…]% of the votes related to shares being represented in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights) - and […] abstentions (that is […]% of the votes related to shares being represented in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights), makes the following resolution:

Draft resolution:

Resolution no. 7/2024. (V. 31.) of the general meeting

According to decision of the general meeting, the Company shall pay HUF 1,800,000,000 that is one billion eight hundred thousand forints as dividend from its free profit reserve supplemented by profit after tax of the previous business year of the Company. The record date of dividend falls on 10 June 2024. Shareholders who are registered in the share register on the record date of dividend are entitled to dividend. The payment of the dividend shall take place from the first day after the aforesaid record date, until 31 December 2024 at the latest.

Agenda item no. 6.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss corporate governance report concerning the previous business year of the Company, prepared by the board of directors in accordance with Corporate Governance Recommendations published by the Budapest Stock Exchange.

Draft resolution:

Resolution no. 8/2024. (V. 31.) of the general meeting

The general meeting approves the corporate governance report concerning the previous business year of the Company.

Agenda item no. 7.

Proposal:

The Chairman of the Meeting - for the purpose of advisory vote - asks the general meeting to discuss remuneration report concerning the previous business year of the Company, prepared by the board of directors.

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rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights) - and […] abstentions (that is […]% of the votes related to shares being represented in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights), makes the following resolution:

Draft resolution:

Resolution no. 9/2024. (V. 31.) of the general meeting

The general meeting approves the remuneration report concerning the previous business year of the Company.

Agenda item no. 8.

Proposal:

The Chairman of the Meeting asks the general meeting to decide on discharging members of the board of directors from liability regarding provisions of subsection (1) of section 3:117 of Act no. V. of 2013. on the Civil Code.

Draft resolution:

Resolution no. 10/2024. (V. 31.) of the general meeting

The general meeting states that performance of András Balázs Petre as president of the board of directors concerning the previous business year was consistent with relevant laws, articles of association of the Company, decisions of the general meeting, and interests of the shareholders, thus discharges him from liability regarding relevant provisions of the Civil Code.

Draft resolution:

Resolution no. 11/2024. (V. 31.) of the general meeting

The general meeting states that performance of dr. András Petre as member of the board of directors concerning the previous business year was consistent with relevant laws, articles of association of the Company, decisions of the general meeting, and interests of the

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shareholders, thus discharges him from liability regarding relevant provisions of the Civil Code.

Draft resolution:

Resolution no. 12/2024. (V. 31.) of the general meeting

The general meeting states that performance of Hortenzia Petréné Kárpáti as member of the board of directors concerning the previous business year was consistent with relevant laws, articles of association of the Company, decisions of the general meeting, and interests of the shareholders, thus discharges her from liability regarding relevant provisions of the Civil Code.

Agenda item no. 9.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss report of the supervisory board on its operation concerning the previous business year of the Company.

Draft resolution:

Resolution no. 13/2024. (V. 31.) of the general meeting

The general meeting approves the report of the supervisory board on its operation concerning the previous business year of the Company.

Agenda item no. 10.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss report of the audit committee on its operation concerning the previous business year of the Company.

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votes related to all shares providing voting rights), […] no votes (that is […]% of the valid votes, […]% of the votes related to shares being represented in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights) - and […] abstentions (that is […]% of the votes related to shares being represented in the general meeting and providing voting rights concerning the proposal in question, and […]% of the votes related to all shares providing voting rights), makes the following resolution:

Draft resolution:

Resolution no. 14/2024. (V. 31.) of the general meeting

The general meeting approves the report of the audit committee on its operation concerning the previous business year of the Company.

Agenda item no. 11.

Proposal:

The Chairman of the Meeting asks the general meeting to discuss proposals of the board of directors on amounts of one-time fees payable to members of the supervisory board, with respect to their performance in the previous business year.

Draft resolution:

Resolution no. 15/2024. (V. 31.) of the general meeting

According to decision of the general meeting, the Company shall pay HUF 500,000 that is five hundred forints as gross one-time fee to Tamás Rózsás, president of the supervisory board, with respect to his performance in the previous business year.

Draft resolution:

Resolution no. 16/2024. (V. 31.) of the general meeting

According to decision of the general meeting, the Company shall pay HUF 300,000 that is three hundred forints as gross one-time fee to Tünde Ibolya Gadóné Szőke, member of the supervisory board, with respect to her performance in the previous business year.

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Draft resolution:

Resolution no. 17/2024. (V. 31.) of the general meeting

According to decision of the general meeting, the Company shall pay HUF 300,000 that is three hundred forints as gross one-time fee to Tamás József Véghely, member of the supervisory board, with respect to his performance in the previous business year.

Pécs, 21 May 2024

EU-SOLAR Plc.

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