Annual Report 2025 (en)

Annual Report 2025

Contents

Letter to the Shareholders 03

Portfolio Description 04

Corporate Governance 05

Annual Report 12

Determination of the Net Asset Value 13

IFRS Financial Statements 14

IFRS Statement of Financial Position 14

IFRS Statement of profit or loss 15

IFRS Statement of Comprehensive income/(loss) 15

IFRS Cash Flow Statement 16

IFRS Statement of Changes in Equity 17

Notes to the IFRS Financial Statements 18

Report of the Auditors 33

Statutory Management Report 36

Statutory Financial Statements 37

Statement of Financial Position 37

Statement of profit or loss 38

Cash Flow Statement 39

Notes to the Financial Statements 40

Report of the Statutory Auditor 43

Organization, Related Parties, Management,

Advisor and Address 45

Dear Shareholders

2025 was a year of significant strategic repositioning for EEII AG. While some of the investment projects announced in our 2024 Annual Report did not materialize as planned, the Board took decisive action to steer the Company toward a transformative transaction that we believe will create lasting value for our shareholders.

As communicated via ad-hoc announcements in early February 2025, both the acquisition of LGW Holding SA

• owner of René Wüthrich SA in Cornaux, Switzerland

• and the intended investment in Grupo Alves Bandeira SA (GAB) in Portugal were cancelled. In both cases, the conditions required to proceed with the transactions could not be fulfilled. We regret that these projects did not advance as hoped, but we remain committed to disciplined capital allocation and will not pursue transactions that do not meet our investment standards.

Similarly, the integration of the Jubin Frères SA gas station network, originally structured as announced in 2023, underwent a fundamental redesign in 2025 to ensure a more robust and value-accretive outcome.

The centerpiece of 2025 was the Board's approval in July of a reverse takeover of Jubin Frères S.A., a leading Swiss fuel distribution company active in the French-speaking region of Switzerland since 1973. Jubin Frères operates over 100 gas stations and more than 30 convenience stores, and provides fuel delivery services to private and business customers. Between April 2023 and December 2024, the company recorded revenues of approximately CHF 442 million and employs over 150 people. The transaction will be structured as a share exchange: EEII will issue new shares to Swiss Energy Holding SA (SEH), the owner of Jubin Frères, in exchange for the contribution in kind of the entire share capital of Jubin Frères to EEII.

To strengthen the Company's equity base ahead of the transaction, a successful capital increase was completed in July 2025, increasing the shareholder's capital by CHF1,476,672.

The reverse takeover has progressed through several important milestones: the valuation has been confirmed by the external auditor, and SIX has approved the listing prospectus. However, certain legal and regulatory conditions remain outstanding, and the closing of the transaction has been postponed to approximately May 2026. We are working diligently to resolve all open matters and are confident in the strategic rationale of this investment.

We thank you for your continued trust and support.

Yours sincerely,

Alexandre Ugo Uldry Chief Executive Officer

‌Portfolio Description

As of December 31st,2025 EEII did not hold any investments other than cash.

On April 19, 2024, EEII sold its complete holdings of 1,485,600 PJSC Gazprom (GAZP) shares to Gehold SA, Zug, at a sales price corresponding to the net asset value of the shares in the Company's balance sheet. See Note 5 on page 24.

With this transaction, EEII AG has sold its last remaining asset acquired under the former investment strategy that had focused on the Former Soviet Union.

During 2025 several possible investment opportunities in the European Energy sector have been evaluated, and have been lined up for investing. The complexity of the transactions delayed the successful purchases, and are now scheduled to be finalized in 2026

For events after the balance sheet date, we refer to Note 15 on page 32.

‌Corporate Governance

// Group structure and shareholders

EEII AG (the "Company") with its registered office in Zug, Switzerland, is a corporation established on August 29th, 1997 under the laws of Switzerland. The investment objective of the Company is to maximize long-term return to shareholders through investments in strategically selected companies in the energy and infrastructure sectors which are primarily active in Switzerland and Europe (see also Note 1 to the IFRS financial statements). As of December 31st, 2025 the Company did not hold any investments as shown in Note 5 to the IFRS financial statements. The Company had no employees and no subsidiaries as of December 31st, 2025.

The ordinary shares with a nominal value of CHF 7.1 of the Company are listed on the SIX Swiss Exchange. The newly issued shares on July 28th, 2025 with a nominal value of CHF 14.2 are not listed. As of December 31st, 2025, the total market capitalization, based on the share price last paid of CHF 2.04, amounted to CHF 3,540 million.

The following notifications pertaining to the holdings of a significant shareholder have been disclosed:

Since December 22nd, 2022 SEBRINA HOLDING SUISSE SA holds 92.41% of the capital. SEBRINA HOLDING SUISSE increased on July 28th 2025 to 93.3%. The ultimate controlling party of SEBRINA HOLDING SUISSE SA is Mr. Alexandre Uldry, in Gstaad, Switzerland.

There are no cross-shareholdings.

// Capital structure

As of December 31st, 2025, the Company's share capital consisted of 1,527,510 ordinary bearer shares with a nominal value of CHF 7.10 per share (Security No. 716295/ISIN-Code CH0007162958) and of 103'991 bear-

er shares with a nominal value of CHF 14.20 issued on July 28th 2025. The newly issued shares are not listed on the SIX and are not fungible with the listed shares. Each share represents one voting right (see also Note 4 to the IFRS financial statements).

There are no preferential rights or similar rights. Each share carries one vote and has full dividend rights. There are no voting right restrictions and each shareholder can exercise his voting rights at the Company's shareholders meeting. There are no participation certificates.

There are no profit sharing certificates outstanding.

There are no limitations on transferability of shares and there is no nominee regulation.

There are no convertible bonds or warrants outstanding.

In 2025 the Company did not distribute a dividend to its shareholders.

// Independent Proxy

The Independent Proxy ("Unabhängiger Stimmrechts-vertreter") is elected annually by the ordinary General Meeting of shareholders. The tenure ends at the closure of the next ordinary General Meeting. Re-election is permissible.

Philipp Andermatt (with substitution powers to Katia Berchier Theiler and Almedin Hrustanovic) from Bright Law AG, Zug, was re-elected by the ordinary General Meeting of Shareholders of the Company on June 25th, 2025, for a term of office of one year, ending as of the termination of the next ordinary General Meeting.

// Board of Directors

The Board of Directors is responsible for managing the business of the Company in accordance with the Articles of Association. The Board of Directors may delegate certain functions to a third-party Manager or other parties, subject to supervision and direction by the Board of Directors. On December 31st, 2025, the Board of Directors consisted of four members:

Member of the Geneva Bar since 1990, he went on to earn a Master of Laws (LL.M.) from Tulane Law School in the United States in 1991. He founded his own firm in 1994 and became a partner at ZPG in 2005, which later merged with CMS in 2014.

1991, since 2011 Alexandre Uldry has been active as a real estate broker in Switzerland. In 2014 he founded the Gold Real Estate SA in Sion and since 2017 he took the position as Owner and Chairman of the TGAU Holding SA, specialized on real estate assets and real estate owning companies. In June 2021 he founded the Swiss Energy Holding SA, a holding company for energy generating and distribution companies. Since August 2021 he took the position of chairman and owner of Jubin Frères a company managing a network of gas filling stations. As of June 13th, 2024 he has been elected member of the board and CEO of EEII at the General Annual Meeting.

Marc Comina is a Communication Advisor at Comina Luvisotto (cominaluvisotto.ch), specializing in leadership, crisis communication, and public affairs. Former political journalist for Le Temps, Swiss TV. PhD from Freie Universität Berlin; taught at Yale & University of Michigan. Founded PR branch 2008-11; own firm since 2012. Author of 2 books.

Owner of Berney Associés one of the most important trust companies in French-speaking Switzerland, serving entrepreneurs, to help them achieve their personal and professional goals.

All Board members were elected for a one-year period. Christian Lüscher was elected as Chairman.

Members of the Board of Directors are not currently involved in permanent management or consultancy functions for important Swiss and foreign interest groups. They are not in charge of any official function or political post. Christian Lüscher has been a member of the National Council between 2007 and 2023.

Alexandre Ugo Uldry acts as chairman of SEBRINA HOLDNG SUISSE SA, the majority shareholder of EEII.

The Articles of Association provide that the Board of Directors consists of one or more members elected by the Company's General Meeting of Shareholders. Each member of the Board is elected individually for a period of one year, normally from one ordinary General Meeting of Shareholders to the next ordinary General Meeting of Shareholders and can be re-elected thereafter. The Chairperson and the members of the Remuneration Committee, which shall consist of two or more members of the Board of Directors are elected by the General Meeting.

The Organizational Regulations which define the working procedures and directives of the Board of Directors can be found on the company's website.

Alexandre Uldry and Marc Comina were individually elected by the ordinary General Meeting of Shareholders of the Company on June 25th, 2025 as members of the Remuneration Committee. The members are elected for a one-year period.

The Remuneration Committee drafts and periodically reviews the remuneration policy and principles of the Company and prepares and recommends all decisions of the Board of Directors concerning compensation of the members of the Board of Directors and the Management. It submits proposals regarding type and amount of compensation to the members of the Board of Directors and the Management and prepares the proposal for the total amounts of fixed remuneration to the General Meeting of the Company. The Remuneration Committee is also responsible for the preparation of the Remuneration Report. The Board has not formed any other committees than the Remuneration Committee.

The primary duties of the Board of Directors of the Company are defined in Art. 716 et seq. of the Swiss Code of Obligations, the Articles of Association (dated April 30th, 2018), the Organizational Regulations (dated October 27th, 2015) and the Investment Regulations (dated November 23rd, 2024).

The Board of Directors assumes the responsibilities as stipulated in Art. 716 et seq. of the Swiss Code of Obligations. Furthermore, the Board of Directors establishes the necessary strategic, organizational, accounting and financing policies and defines the Company's Organizational Rules and Investment Guidelines. The Board of Directors may delegate management functions to one or more members of the Board or to third parties.

In general, the Board of Directors is responsible for defining target industries, target regions and for decisions regarding the selection, changes in, and disposal of investments, while the Advisor is responsible for analysing potential investment targets and making recommendations the Board of Directors. The Advisor is also responsible for monitoring the investments on an on-going basis. For further responsibilities of the Advisor please see the section description for Advisory contracts below. The Management is responsible for public and investor relations as well as general management and the day-to-day activities of the Company.

In order to control and review the Company's performance, the Board of Directors is provided with ad-hoc information for major business activities. The Management reports at the meetings of the Board of Directors. The Board of Directors assesses the risks and the fair value of the investments of the Company at least on a quarterly basis.

The Management monitors the Company's risk exposure on a weekly basis. Market price, interest rate, credit, liquidity, currency and concentration risks are central to the analysis. Note 6 of the IFRS financial statements summarizes the exposure of the Company at year-end.

// Management

Employment or mandate agreements between the Company and members of the Board of Directors or the Management may be concluded for a fixed term of one year maximum. Agreements that are unlimited in time must contain a notice period of 12 months maximum.

Alexandre U. Uldry has been appointed CEO as of July 1st, 2023. Until the end of June 2023 Marcus H. Bühler acted as CEO. During the reporting period, the Company had no employees. Management was also responsible for all other management functions, which are not specifically reserved to the Board of Directors or the Advisor.

Not applicable.

Since January 1st, 2017, Weissenstein & Partner AG (Weissenstein) has been acting as EEII's Advisor. Weissenstein provides management support and financial advisory services to EEII on the basis of a Mandate Agreement. Pursuant to a Mandate Agreement dated December 6th, 2016, (the "Mandate Agreement"), and subject to its supervision and approval, the Board of Directors has conferred on Weissenstein & Partner, Bleicherweg 45, CH-8002 Zürich (the "Advisor"), responsibility in particular for the following tasks:

› Financial advisory;

› Investment advisory;

› Public and investor relations;

› Monitoring and reporting;

› Regulatory / compliance.

Weissenstein is a privately held family office and asset management firm. Weissenstein is compensated via an annual fixed fee under the terms of the Mandate Agreement with no variable components.

The Advisor's management team consists of Christoph Schweizer and Barbara Kuhn. For details of the Advisor's management team please refer to the company directly: contact@weissenstein-partner.ch or +41 44 552 43 43

EEII has signed a new advisory contract with Weissenstein starting on January 1st 2024 until cancellation, on December 22nd, 2023. Weissenstein will concentrate on the regulatory and reporting obligations in relation to the SIX and investors. Weissenstein will not provide representatives for the Board of Directors or management under the new agreement.

Under the Administration Agreement dated March 23rd, 2009 ("the Administration Agreement"), MSZ Group AG, Zug ("the Administrator"), provides full accounting and administration services for the Company, in particular for the following tasks:

› Administration and accounting services;

› Support of the Advisor with the quarterly, semi-annual and annual reporting .

› Monitoring of tax, compliance and regulatory issues.

During the reporting period, the Administrator received payments totaling CHF 60,593 (2024: CHF 37,678). Either party may terminate the Administration Agreement at the end of a calendar quarter, by giving prior notice of not less than 6 months.

// Compensation, shareholdings and loans

For more details regarding the compensation policies see Note 12 to the IFRS financial statements and the separate Remuneration Report of the Company as published on the Company's website.

The compensation for the Board of Directors was fixed at CHF was fixed at CHF 0.00 and amounted to CHF

0.00 (2024: CHF 17'382 including social charges)

Alexandre U. Uldry, member of the board and CEO since June 13th, 2023 did not receive any compensation.

For the business year 2025 the Company did not have any expenses for the compensation of the Management (2024: CHF 0).

Loans and credits granted by the Company to members of the Board of Directors or the Management and / or guarantees or other sureties by the Company for obligations of a member of the Board of Directors or the Management may not exceed CHF 50,000 per member. In 2025 and 2024, there were no such loans granted or outstanding.

Contributions to pension funds on behalf of members of the Board of Directors or the Management are only made in the framework of Swiss or foreign pension plans or comparable plans of the Company. The Company had no pension scheme in place neither in 2025 nor in 2024.

For more details regarding transactions with related parties see Note 10 to the IFRS financial statements.

// Shareholders' participation

There are no limitations of shareholders' voting rights. Each share entitles the holder to participate equally in the profits and assets of the Company and to attend and vote at the General Meeting of Shareholders of the Company. Each shareholder may ask the independent shareholder representative by written proxy to represent his voting rights at the General Meeting of Shareholders. Each share carries one vote in the Company's General Meeting of Shareholders.

The statutory quorums with regard to the General Meeting of Shareholders correspond with the legal regulations as stipulated in the Swiss Code of Obligations. In general, a shareholders' resolution requires an absolute majority of the votes represented at the meeting unless a two-third majority is required by the Swiss Code of Obligations for specific resolutions.

The meeting notice states the items on the agenda as well as the proposals of the Board and of shareholders who have demanded that an item be included in the agenda. The Board provides an adequate explanation on each agenda item. One or more shareholders who represent at least 5 % of the share capital may also ask the Board of Directors to convene a General Meeting of Shareholders.

The company maintains share registers as required by law.

// Changes of control and defense measure

Art. 135 and Art. 163, resp., of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act) provide for the obligation to make a public takeover offer in respect of all listed shares in a company listed on the SIX Swiss Exchange in case of a shareholder directly, indirectly or acting in concert with third parties, acquiring shares which (added to equity already owned) exceed the threshold of 33.3 % of the Company's voting rights.

At the ordinary General Meeting of April 30th, 2018, the shareholders of the Company validly adopted a so-called "Opting Out" Clause in the Company's Articles of Association (Clause 7a) which eliminates the duty to make a public takeover offer. The text of the clause runs as follows: "The purchaser of shares of the Company shall not be obliged to make a public offer to acquire all listed shares of the Company pursuant to Art. 135 and 163 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act)."

There are no defined blackout periods. Directors and management maintain and respect confidentiality of price sensitive information.

// Auditors

Duration of mandate and term of office of the auditor At the Annual General Meeting June 25th, 2025 the shareholders confirmed Forvis Mazars SA, Vernier as the company's auditor, to perform the audit for the financial year 2025. The auditor is elected by the annual General Meeting of Shareholders for the term of one year. Mr Yoann Bois is the auditor in charge for 2025. The auditor in charge is rotated at least every seven years in accordance with the maximum term allowed according to Art. 730a of the Swiss Code of Obligations.

For the audit for the calendar year 2025, Forvis Mazars SA will charge the Company an audit fee of CHF 70,000 (2024: CHF 60,000 for the audit by Forvis Mazars SA).

The Board of Directors takes responsibility for assessing the work of the auditor. The Company does not have a formal audit committee. The Board of Directors and the auditors meet at least once a year. At the occasion of such meetings, audit observations, changes in accounting standards and changes in the regulatory environment are reviewed and discussed.

The performance of the auditor is evaluated on an ongoing basis by members of the Board of Directors as well as by the employees of the administrator (MSZ Group AG, Zug) who are in regular contact with the auditor. The assessment is based on different criteria such as professional expertise and know-how, the understanding of the company and company-specific risks as well as the audit strategy. In addition, the Board of Directors reviews performance as well as the results of the audit. The proposed audit fees are discussed and approved once a year by the Board of Directors. Non-audit work

assignments, if any, to the auditors are approved by the Board of Directors before such work is performed. The auditor's independence is also reviewed on an annual basis by the Board of Directors.

// Information policy

› Quarterly update of the NAV per share (un-audited): http://www.eeii.ch

› Quarterly fact sheet with a brief description of recent developments and corporate events (un-audited): http://www.eeii.ch / reports.

› Semi-annual reports (un-audited) and annual reports (audited) may be downloaded.

Printed reports can be ordered by e-mail at "contact@weissenstein-partner.ch" or by phone at +41-41-729 42 80.

› Mandatory disclosures regarding major shareholders and / or management transactions are also available on the SIX Exchange Regulation Website.

In line with the publicity requirements of the SIX, EEII notifies the investor community on an ad-hoc basis when events occur which may potentially have an impact on the stock price of EEII. The ad-hoc service of EEII may be subscribed to.

‌Annual Report

// IFRS results // Statutory results

As of December 31st, 2025 the shareholders' economic interest in EEII AG ("EEII") amounted to CHF -768,664 (2024: CHF -895,659) which, based on the 1,527,510 shares issued, results in a Net Asset Value per share of CHF -0.47 (nominal CHF 7.10) and CHF -0.94 (nominal

CHF 14.20) (2024: CHF -0.59).

In 2025, EEII recorded a net loss of CHF 1,357,889 (2024: net loss of CHF 950,200). This amount includes realized gains and losses on investments.

In order to ensure the Company's liquidity, the main shareholder of EEII AG has arranged for EEII AG's receiving a fully subordinated loans and comfort letters. As a result, the Company is in a position to uninterruptedly and fully meet all of its obligations. We refer to the Note 3.12 on page 21.

As of December 31st, 2024 EEII AG registered in Zug, Switzerland, recorded shareholders' equity of CHF-768,664 (2024: CHF -895,659).

The Board of Directors proposes the following appropriation of the accumulated deficit:

At year-end, the Company's financial assets at fair value through profit or loss are valued at CHF 0.00 (2024: CHF 0.00). The total assets as of December 31st, 2025 amounted to CHF 72,660 (2024 CHF

37,801)

The presentation currency of the Financial Statement of the Company is in Swiss Francs (CHF). The level of rounding is one Swiss Franc (CHF).

Determination of

the Net Asset Value as of December 31st

Following IFRS presentation

Following IFRS presentation

‌IFRS Financial Statements

IFRS Statement of Financial Position as of December 31st

› see accompanying notes to the IFRS financial statements on pages 18 to 32

IFRS Statement of profit or loss for the year ended December 31st

‌IFRS Statement of Comprehensive Income/(loss)

IFRS Cash Flow

Statement for the year ended December 31st

› see accompanying notes to the IFRS financial statements on pages 18 to 32

IFRS Statement of

Changes in Equity for the year ended December 31st

Notes to the

IFRS Financial Statements as of December 31st, 2025

// Note 1 - Incorporation and activity

EEII, Alpenstrasse 15, 6300 Zug, Switzerland (hereinafter, the "Company") is an investment holding company which was incorporated as a corporation under the laws of Switzerland on August 29th, 1997 and is traded on the SIX Swiss Stock Exchange.

The Board of Directors has resolved to adopt amended Investment Regulations on November 29th 2023, with an amended Investment Objective stating that the Company aims at maximizing long-term returns through investments in strategically selected companies in the energy distribution sector, specifically retailing automotive fuels and convenience store items in form of filling stations and connected shops. The geographic focus of the investments is Switzerland and Europe.

The Company aims at becoming Europe's leading independent filling stations operator, combining expertise in automotive fuels, in particular, alternative and sustainable fuels, with retail expertise.

The revised Investment Regulations are effective as of January 1st, 2024.

The risk management of the Company is administered by the Board of Directors. The Board of Directors assesses the risk situation on a quarterly basis and regularly monitors and controls the underlying processes of risk management for the Company. The risk management process includes four steps: risk identification, risk assessment, risk valuation and risk control. Disclosures to the risk assessment procedures are described in note 6 to the Company's IFRS financial statements.

During the year ended December 31st, 2025 the Company had no employees (2024: no employees).

The IFRS financial statements as of December 31st, 2025 were approved by the Board of Directors on April 30th, 2025. The financial statements will be submitted to the General Meeting of Shareholders for approval.

// Note 2 - Basis for the presentation of the IFRS financial statements

The IFRS financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The Company has not adopted any of the revisions to IFRS prior to these coming into effect. Financial instruments held in the "investment portfolio" are measured at fair value through profit and loss; all other assets / liabilities are measured on an historical cost basis.

The presentation currency of the Financial Statement of the Company is in Swiss Francs (CHF). The level of rounding is one Swiss Franc (CHF).

// Note 3 - Significant accounting policies

These financial statements have been prepared on a going concern basis.

As of December 31, 2025, EEII AG faced over-indebtedness as per art 725b. SCO, reflected in negative equity amounting to CHF 768,664. The existing liabilities as of December 31, 2025 owed to related parties and third parties were subordinated for a total amount of CHF 332,249.

Additionally, in 2026, the main shareholder completed cash transfers totaling CHF 392,363 which were subordinated. At the date of the approval of these financial statements on April 30, 2026, including 2026 transactions and loans interests, the total of subordinated loans from related parties and shareholders amounts to CHF 832,712.

Furthermore, the previously announced reverse takeover of Jubin Frères S.A., initially scheduled for 2025 and now expected in the latter part of the first half of 2026. The transaction is subject to various conditions, including the negotiation and execution of definitive and binding agreements between SEH and the company, the listing of the company's currently unlisted shares, shareholder approval of the transaction

the second tranche of an ordinary capital increase in cash, completion of the capital increase in cash, and the completion of further legal, administrative, and regulatory steps. These include, among others, SIX Exchange Regulation AG's approval of the listing application. The transaction is expected to significantly improve the Company's equity and liquidity such that EEII AG will no longer be subject to art. 725b SCO.

In addition, by the report date the main shareholder and its affiliated companies (including Jubin Frères S.A.) had signed comfort letters to ensure that the Company has sufficient liquidity to meet its obligations to third parties for at least the next twelve months

// Note 4 - Share capital

On December 31st, 2025, the Company had 1,527,510 ordinary bearer shares with a nominal value of CHF 7.10 listed on the Swiss stock exchange (SIX) and 103,991 bearer shares with a nominal value of CHF 14.20. The shares with a nominal value of 14.20 are not listed and are not fungible with the other shares.

SEBRINA HOLDING SUISSE SA, Geneva, is the controlling party of EEII and does not publish financial statements. The ultimate controlling party of SEBRINA HOLDING SUISSE SA is Mr. Alexandre Uldry, in Gstaad, Switzerland.

// Note 5 - Financial assets at fair value through profit or loss

Movements in the financial assets at fair value through profit or loss for the period from January 1st to December 31st, 2025 are as follows:

As regards the reclassification from Level 1 into Level 3, we refer to note 3.4 d/ Level 3 (page 21)

As of January 1st, 2024, the Company held 1,485,600 PJSC Gazprom shares denominated in Russian Rubles (RUB) and listed on the Moscow Stock Exchange (ticker symbol: GAZP), following the compulsory exchange of the ADRs on August 2nd, 2022.

The Company has been able to sell the shares in an OTC transaction on April 19th, 2024. With the sale of the Gazprom shares, the Company sold the final remaining position of the investment portfolio.

The transaction is closed, subject to the transfer of shares by the bank depositary. Ownership of the shares has been transferred to Gehold SA, as BoD declaration of identity of the beneficial owner designates Gehold SA as legal owner of the shares. EEII AG no longer exercises control over them. The shares are held solely on a fiduciary basis for Gehold SA.

// Note 6 - Risk Management

By December 31st, 2025, the Company was not exposed to any significant counterparty risk.

// Note 7 - Taxes

Income is taxable at the effective ordinary rate of 13.45 % (2024: 13.45 %), except for dividend and capital gain income derived from qualifying investments, which are exempt from income taxes. The Company pays Swiss taxes on capital of 0.071% for the years 2025 and 2024 (Zug).

The Company has not recognised any deferred or current tax income, liabilities or assets in the current and prior period, because no temporary differences exist and tax loss carry forwards are not being capitalised (see note 3.10).

Details of the amounts recognised in profit or loss are as follows:

// Note 8 - Employee benefits

The Company does not contribute to a defined benefit plan for its one part time employee. It does not operate any other defined benefit plans. The Company expects to pay CHF 0 in contribution to any Swiss defined benefit plan during the financial year ending December 31st, 2025 (2024: CHF 0).

// Note 9 - Related parties

Related parties are the members of the board, Christian Lüscher, Alexandre Uldry, Marc Comina and Philippe Joerg, Additionally, Alexandre Uldry as CEO and the associated companies SEBRINA HOLDING SUISSE SA, Swiss Energy Holding SA and Jubin Frères SA.

CMS von Erlach Partners AG, of which Christian Lüscher is a member of the board of directors is also considered a related party.

Expected current income taxes for 2025 are zero (2024: zero). The Swiss tax on capital (0.071 %) is posted as an operating expense.

As of December 31st, 2025 the tax losses carried forward by EEII amount to CHF 12,77 mln (2024: CHF 11,42 mln). The unrecognized tax losses have the following expiry dates:

// Note 10 - Related party transactions

In 2024, Charles Berthillon, former member of the board of directors has provided consulting services to the Company for CHF 25,000 (2025: CHF 0).

// Note 11 - Segment information

The Company is organized into one main business segment focused on investing in the energy, commodity and infrastructure sectors in Switzerland and Europe. Its secondary segment presents geographical regions based on location of the investment. At present no investments have been made in 2025 and the last remaining position in Gazprom has been sold on April 19th 2024. All other assets and liabilities of the Company are in Switzerland and Luxembourg. In 2025 no external revenues with customers are booked and no major customers according to IFRS 8.34 do exist.

// Note 12 - Compensation policies

The Remuneration Committee, consisting of Mr. Alexandre Uldry and Marc Comina, who both were elected by the ordinary General Meeting of Shareholders of the Company on June 25th, 2025, drafts and periodically reviews the remuneration policy and principles of the Company.

It submits proposals regarding type and amount of compensation to the members of the Board of Directors and the Management and prepares the proposal for the total amounts of fixed remuneration to the General Meeting of the Company. The Remuneration Committee is also responsible for the preparation of the Remuneration Report. The compensation of the Board Members has been determined to appropriately reflect the size of the Company and the responsibility of the Board Members. The General Meeting approves annually and severally for the Board of Directors and the Management a total amount as fixed remuneration for the current business year. More details and information can also be found on the separate Remuneration Report of the Company.

The General Meeting of Shareholders of the Company on June 25th, 2025, approved a remuneration package for the business year 2025 as follows:

› In 2025 there has not been any Remuneration for the Board of Directors. Consequently, there has not been any additional social charges (Swiss social security programs providing retirement, disability and unemployment benefits AHV / IV / ALV) and any other taxes].

› In 2025 there has not been any Remuneration for the Management. Consequently, there has not been any additional social charges (Swiss social security programs providing retirement, disability and unemployment benefits AHV / IV / ALV) and any other taxes].

The Company did not compensate the Board Members in 2025. The compensation of all Board Members was grossed up in 2024 to reflect social charges, in 2025 there has not been a compensation for the Board Members (2024: CHF 17,382 including social charges).

For the business year 2025 the Company did not have any expenses for the compensation of the Management (2024: CHF 8,000 employer's contributions to social charges AHV/IV/ALV amount totaled CHF 1,813.).

// Note 13 - Leasing activities

The company has not entered any leasing arrangements.

// Note 14 - Other Expenses

// Note 15 - Events after the balance sheet date

On March 4th 2026 the company invited the shareholders to an Extraordinary Shareholder's Meeting (ESM) on March 28th. The objective of the ESM was to get approval from the shareholders to merge Jubin Frères SA into EEII with a Reverse Take Over (RTO) transaction and to increase the capital.

Not all the necessary preconditions have been met and consequently the ESM has been cancelled. As soon as all the preconditions for the RTO are met, the company will schedule a new ESM.

On November 15, 2024, EEII AG signed an agreement to purchase the shares of LGW Holding SA, the parent company of René Wuthrich SA On February 6th, 2025 Holding SA informed EEII AG that they exercised their right To cancel the agreement as EEII AG did not respect the agreed deadline.

This cancellation impacted negatively EEII AG's 2024

profit and loss for CHF 500'000 as the prepayment is lost.

‌Statutory Management Report

The annual average number of full-time equivalents for the reporting year was 0.0 (2024: 0.00).

The risk management of the Company is administered by the Board of Directors. The Board of Directors assesses the risk situation on a quarterly basis and regularly monitors and controls the underlying processes of risk management for the Company. The risk management process includes four steps: risk identification, risk assessment, risk valuation and risk control. On this basis, the current risks are assessed according to their probability of occurrence and impact. Those risks that are assessed as significant are avoided, mitigated or transferred through corresponding measures determined by the Board of Directors. Disclosures to the risk assessment procedures are described in note 6 to the Company's IFRS financial statements.

Over the year 2025, there has not been any extraordinary event or transaction.

With the support from its new anchor shareholder, the Company is in the process of redefining its strategy. All changes with regard to investment focus, personnel and expansion plans will be communicated to the shareholders in due course.

Going forward, the Board of Directors has resolved to adopt amended Investment Regulations with an amended Investment Objective stating that the Company aims at maximizing long-term returns through investments in strategically selected companies in the energy distribution sector, specifically retailing automotive fuels and convenience store items in form of filling stations and connected shops. The geographic focus of the investments will be Switzerland and Europe.

The Company aims at becoming Europe's leading independent filling stations operator, combining expertise in automotive fuels, in particular, alternative and sustainable fuels, with retail expertise. The revised Investment Regulations, have been effective as of January 1st, 2024.

‌Statutory Financial Statements

Statement of Financial Position as of December 31st

› see accompanying notes to the financial statements on pages 40 to 41

Statement of profit or loss for the year ended December 31st

› see accompanying notes to the financial statements on pages 40 to 41

Cash Flow Statement for the year ended December 31st

› see accompanying notes to the financial statements on pages 40 to 41

Notes to the Financial

Statements as of December 31st

These notes are an extract of the notes to the IFRS financial statements and should be read in conjunction with them.

// Note 1 - Principles

These financial statements were prepared according to the provisions of the Swiss Law on Accounting and Financial Reporting (32nd title of the Swiss Code of Obligations). Where not prescribed by law, the significant accounting and valuation principles applied are described below.

The profit or loss on financial assets is presented in the Statement of Income under the title Income.

// Note 2 - Information on balance sheet and income statement items

See table below.

in April 19th 2024 in an OTC transaction. See Note 5 of the IFRS statement on page 23.

Dividends are recognised when the Company's bank account is credited with the dividend payment as opposed to recognising the expected payout upon the decisions of the shareholder meeting.

// Note 3 - Other information

The annual average number of full-time equivalents for the reporting year was zero (2024: 0.00