To: Bucharest Stock Exchange
Romanian Financial Supervisory Authority
CURRENT REPORT 13/2026
Pursuant to Law no. 24/2017 on issuers of financial instruments and market operations and to the Romanian Financial Supervisory Authority Regulation no. 5/2018 on issuers and operations with securities, as subsequently amended and supplemented and the provisions of Article 99 of the Bucharest Stock Exchange Code, Title II, Issuers and Financial Instruments.
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Date of report
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08.05.2026
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Name of the Company
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Premier Energy PLC
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Registered Office
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Themistokli Dervi, 48, Athienitis Centennial Building, 3rd Floor, Apartment/Office 303, 1066, Nicosia, Cyprus
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Email
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investor.relations@premierenergygroup.eu
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Registration no. with Cyprus companies’ registry
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HE316455
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Subscribed and paid share capital
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EUR 125,001.25
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Total number of shares
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125,001,250
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Symbol
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PE
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Market where securities are traded
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Bucharest Stock Exchange, Main Segment, Int'l Category
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Important events to be reported: Decision of the Board of Directors of the Company to convene the General Meeting of Shareholders of the Company for 10.06.2026
The management of Premier Energy PLC (hereinafter referred to as the "Company”) informs the market regarding the decision to convene the General Meeting of Shareholders of the Company for 10.06.2026, having the agenda stipulated in the convening notice attached to this current report.
The Company encourages all shareholders of the Company to participate to the General Meeting in person, or through the other methods of participation provided in the attached convening notice, including the electronic vote through eVOTE platform.
Jose Garza, CEO
PREMIER ENERGY PLC
Themistokli Dervi 48, ATHIENITIS CENTENNIAL BUILDING
3rd floor, Flat/Office 303, 1066 Nicosia, Cyprus/Tel: + 357 22 222024
HE316455
Share capital: EUR 125,001.25
www.premierenergy.ro
PREMIER ENERGY PLC
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of the shareholders of the Company will be held at the Capital Plaza Hotel, 54 Iancu de Hunedoara Boulevard, Bucharest, Romania, on 10th June, 2026, at 10:00 AM Cyprus and Bucharest time (EEST) / 09:00 AM CEST / 08:00 AM UK, with the following agenda:
1. Presentation and review of the Annual Financial Report which includes the final audited separate Financial Statements of the Company, the final audited consolidated Financial Statements of the Company for the financial year ended 31st December 2025, the ESEF financial statements, including applied iXBRL tags in the 2025 consolidated Financial Statements, the Management Report of the Company’s Board of Directors (the “Board of Directors”), the Sustainability Report drafted in accordance with the Corporate Sustainability Reporting Directive (CSRD), which is accompanied by the limited assurance report issued by the Auditors, the Statement on Corporate Governance and the Independent Auditors’ Report of the Company upon those financial statements.
2. Re-appointment of the independent auditors Ernst & Young Cyprus Ltd as the auditors of the Company for the Financial Year 2026, and authorization to the Board of Directors to fix their remuneration for the year 2026.
3. Submission of the Remuneration Report of the Executive and Non-Executive Directors for the financial year that ended on 31 December 2025, to the advisory vote of the AGM.
4. Approval of the acquisition by the Company, directly from entities managed by Macquarie Asset Management of:
(i) a participation representing 100% of the share capital and voting rights of Felix Distribution Holdings S.R.L., a company registered in Romania, with headquarters located at 15 Charles de Gaulle Square, 5th floor, District 1, Bucharest, Romania, registered with the Trade Register under no. J2020011447409, being the parent company of Distributie Energie Oltenia S.A.; and
(ii) a participation representing 100% of the share capital and voting rights of Evryo Power S.A., a company registered in Romania, with headquarters located at 2B Ion Ionescu De La Brad Street, 1st floor, District 1, Bucharest, Romania, registered with the Trade Register under no. J2005020570409
together with all related rights and obligations, for the consideration of EUR 295 million with a 7.0% per annum additional consideration starting from the lockbox date of 31 December 2025, plus the assumption of all current bank indebtedness which was RON 2.02 billion on a net debt basis as of 31 December 2025. These terms and conditions are further set out in the share sale and purchase agreement and related transaction documentation (the “Agreement”), and made available to the shareholders at the Company’s registered office as of the date of the convening notice of this General Meeting of Shareholders, for consultation, subject to the execution of confidentiality undertakings, where applicable.
5. Approval of the conclusion, performance and implementation by the Company, directly, of the share sale and purchase agreement regarding the acquisition of the participations representing 100% of the share capital and voting rights of Felix Distribution Holdings S.R.L. and 100% of the share capital and voting rights of Evryo Power S.A., as well as of any ancillary documentation required for the implementation and completion of the transaction.
Completion of the transaction shall be subject to the fulfilment or, as applicable, waiver of the conditions precedent set out in the Agreement, including obtaining the necessary regulatory and corporate approvals.
6. Approval of the mandate granted to the Board of Directors of the Company, with the possibility to sub-delegate, to take all necessary measures, in the name and on behalf of the Company, for the negotiation, approval, signing and implementation of the Agreement and of any related documentation, as well as for the completion of the transaction.
For this purpose, the Board of Directors is authorized to:
(i) determine and approve the final terms and conditions of the Agreement and of the transaction, including price adjustments, conditions precedent and completion mechanics;
(ii) negotiate, approve and sign the Agreement and any ancillary documents required for the implementation and completion of the transaction;
(iii) take all necessary steps and complete all formalities before any competent authorities and third parties in connection with the transaction;
(iv) approve any amendments or supplements to the transaction documentation, within the limits approved by the General Meeting of Shareholders;
(v) establish and implement the structure for carrying out the transaction;
(vi) appoint advisers and service providers and sign any documents necessary for the implementation and completion of the transaction;
(vii) delegate to the executive management the implementation of the above.
7. Approval that the Company may enter into one or more bridge-to-bond facilities, bridge loan facilities, interim acquisition financing facilities and/or similar financing arrangements, with one or more banks, financial institutions, credit institutions, arrangers, underwriters or other financing parties, for a total principal amount of up to EUR 750 million or the equivalent of this amount in RON.
The bridge-to-bond facility / bridge loan may be used for the purpose of financing and/or refinancing, in whole or in part:
(i) the acquisition referred to under items 4-6 above;
(ii) the costs, fees, taxes and expenses related to the acquisition and/or the financing arrangements; and/or
(iii) the general corporate purposes of the Company and/or its group, to the extent related to the acquisition and the financing thereof.
The bridge-to-bond facility / bridge loan may be denominated in EUR or RON, may be made available in one or more tranches, may be secured or unsecured, guaranteed or unguaranteed, and may have such availability period, maturity, interest, fees, repayment, prepayment, cancellation and refinancing terms as will be determined by the Board of Directors of the Company.
The bridge-to-bond facility / bridge loan may be repaid, prepaid, refinanced, replaced or otherwise settled, in whole or in part, from the proceeds of one or more bond issuances and/or syndicated loan facilities.
To the extent legally and contractually permissible, the refinancing or settlement of the bridge-to-bond facility / bridge loan may also be implemented by way of set-off, novation, exchange, rollover or other settlement mechanics involving bonds or other debt instruments issued by the Company, without such mechanics being deemed to constitute a conversion of such bonds into shares of the Company.
8. Approval that the Company may enter into one or more syndicated loan facilities, club loan facilities, bilateral loan facilities, term loan facilities, revolving credit facilities and/or other bank financing arrangements, with one or more banks, financial institutions, credit institutions, arrangers, agents or other financing parties, for a total principal amount of up to EUR 750 million or the equivalent of this amount in RON.
The syndicated loan facility may be used for the purpose of financing and/or refinancing, in whole or in part:
(i) the acquisition referred to under items 4-6 above;
(ii) any bridge-to-bond facility, bridge loan, interim acquisition financing or other financing incurred in connection with the acquisition;
(iii) the costs, fees, taxes and expenses related to the acquisition and/or the financing arrangements; and/or
(iv) the general corporate purposes of the Company and/or its group, to the extent related to the acquisition and the financing thereof.
The syndicated loan facility may be denominated in EUR or RON, may be made available in one or more tranches, may be secured or unsecured, guaranteed or unguaranteed, and may have such availability period, maturity, amortization, interest, fees, repayment, prepayment, cancellation, refinancing and other terms as will be determined by the Board of Directors of the Company.
The syndicated loan facility may be entered into as a standalone financing, as a refinancing of the bridge-to-bond facility / bridge loan, as a back-up financing arrangement, or in combination with one or more bond issuances or other financing arrangements approved by the General Meeting of Shareholders.
9. Approval of the mandate granted to the Board of Directors of the Company, with the possibility to sub-delegate, to take all measures, in the name and on behalf of the Company, in accordance with the main terms and conditions approved by the General Meeting of Shareholders under items 7-8 above, for the purpose of negotiating, approving, signing, drawing, implementing, amending, refinancing, repaying and completing the bridge-to-bond facility / bridge loan and/or the syndicated loan facility.
For this purpose, the Board of Directors is authorized to:
(i) determine the final amount, currency, availability period, maturity, interest, fees, repayment, prepayment, cancellation, refinancing and other terms of the bridge-to-bond facility / bridge loan and/or the syndicated loan facility;
(ii) select and appoint the banks, financial institutions, credit institutions, arrangers, agents, underwriters, lenders, legal advisers, financial advisers, auditors and any other consultants or service providers required for such financing arrangements;
(iii) negotiate, approve and sign any commitment letters, mandate letters, term sheets, facility agreements, loan agreements, fee letters, agency agreements, security documents, guarantee documents, intercreditor agreements, subordination agreements, hedging documents, notices, certificates, confirmations, drawdown requests and any other documents required or useful in connection with such financing arrangements;
(iv) approve any drawdown, utilization, repayment, prepayment, refinancing, replacement, amendment, waiver, extension, cancellation or termination of such financing arrangements;
(v) approve the repayment, prepayment, refinancing, replacement or settlement of the bridge-to-bond facility / bridge loan and/or the syndicated loan facility from the proceeds of one or more bond issuances or other financing arrangements approved by the General Meeting of Shareholders;
(vi) carry out all actions, registrations, filings, notifications and formalities necessary or useful for the implementation of the resolutions adopted by the General Meeting of Shareholders in relation to such financing arrangements.
The Board of Directors may delegate to the executive management of the Company the performance of certain or all operational activities required to implement the bridge-to-bond facility / bridge loan and/or the syndicated loan facility.
10. Approval of the ceiling of up to EUR 750 million or the equivalent of this amount in RON, for one or more issuances of registered, dematerialized, bonds by the Company, during a period of 12 months from the date of the resolution of the General Meeting of Shareholders.
The bonds may be issued on the Romanian and/or international capital markets, may be denominated in EUR or RON, may bear fixed or variable interest, may be issued with or without discount, may be secured or unsecured, guaranteed or unguaranteed, and may have a maximum maturity of up to 8 years.
The bonds may be issued for the purpose of financing and/or refinancing, in whole or in part:
(i) the acquisition referred to under items 4-6 above;
(ii) the repayment, prepayment or refinancing of any bridge-to-bond facility, bridge loan, syndicated loan facility, interim financing or other acquisition financing incurred in connection with the acquisition referred to under items 7-8 above;
(iii) the costs, fees, taxes and expenses related to the acquisition and/or the bond issuances; and/or
(iv) the general corporate purposes of the Company and/or its group.
The bonds may be sold through one or more offers addressed to investors on the capital market, including through a financial investment services company, credit institution, intermediary, syndicate of intermediaries or other entities authorized to provide investment services and activities, in accordance with the applicable Romanian, European or international capital markets legislation.
The bonds may be admitted to trading on one or more regulated markets and/or other trading venues in Romania and/or abroad, as determined by the Board of Directors of the Company.
11. Approval of the mandate granted to the Board of Directors of the Company, with the possibility to sub-delegate, to take all measures, in the name and on behalf of the Company, in accordance with the main terms and conditions approved by the General Meeting of Shareholders under item 10 above, for the purpose of initiating, carrying out and completing the bond issuance operations.
For this purpose, the Board of Directors is authorized to:
(i) establish the value limits of each bond issuance;
(ii) establish the currency and maturity of each bond issuance;
(iii) establish the interest rate, coupon, issue price, denomination, redemption terms and any other final terms of the bonds;
(iv) negotiate and approve the prospectus, base prospectus, final terms, offering memorandum, information memorandum and/or any other offering or listing documents required for the issuance, offering and/or admission to trading of the bonds;
(v) establish in detail the parameters of each offering, including the type of offering, the territory of the offering, the subscription period and the subscription procedure;
(vi) approve the final terms of each issuance or tranche of bonds, depending on market conditions and, as applicable, following the market sounding and/or bookbuilding process;
(vii) select and appoint the financial investment services company, credit institution, intermediary, syndicate of intermediaries, arrangers, dealers, managers, bookrunners, paying agents, fiscal agents, listing agents, legal advisers, auditors and any other consultants or service providers required for the bond issuances and/or the admission to trading of the bonds;
(viii) approve the regulated market and/or trading venue on which the bonds will be admitted to trading and carry out all actions and formalities required for such admission to trading;
(ix) sign, through its authorized representatives, all documents necessary or useful for the initiation, carrying out and completion of the bond issuances, the bond offerings and the admission to trading of the bonds, even if such documents are not expressly mentioned in this resolution;
(x) carry out all actions, registrations, filings, notifications and formalities necessary or useful for the implementation of the resolutions adopted by the General Meeting of Shareholders in relation to the bond issuances.
The Board of Directors may delegate to the executive management of the Company the performance of certain or all operational activities required to implement the bond issuances, the bond offerings and the admission to trading of the bonds.
For the avoidance of doubt, the financing alternatives referred to under items 7–11 above are intended to provide the Company with flexibility in selecting and implementing the optimal financing structure for the acquisition, depending on market conditions, negotiations with financing parties and the timing of the transaction. The approval of maximum ceilings for each financing alternative should not be interpreted as an obligation or intention of the Company to contract, draw or issue financing under each such alternative up to the maximum approved amount. The Company may use one or more of these financing alternatives separately, successively or in combination, and any financing actually contracted, drawn or issued shall be determined by the Board of Directors within the limits approved by the General Meeting of Shareholders and by reference to the actual financing needs of the acquisition and related costs.
12. Approval that, in connection with the financing arrangements approved under items 7-11 above, including any bridge-to-bond facility, bridge loan, syndicated loan facility, bond issuance and/or any refinancing, replacement, amendment or extension thereof, the Company may create, grant, maintain, amend, supplement, confirm, release and/or replace, and may procure, to the extent within its corporate powers, the creation, granting, maintenance, amendment, supplementation, confirmation, release and/or replacement by any company within the Company’s group of, any security interests, guarantees and other credit support arrangements required or agreed in connection with such financing arrangements.
The security interests, guarantees and other credit support arrangements may secure the obligations of the Company under or in connection with the financing arrangements approved by the General Meeting of Shareholders, up to a maximum aggregate secured amount of EUR 750 million or the equivalent of this amount in RON, covering principal, interest, default interest, fees, commissions, costs, expenses, indemnities, hedging liabilities, break costs, make-whole amounts, taxes and any other payment obligations arising under or in connection with such financing arrangements.
The security interests, guarantees and other credit support arrangements may include, without limitation:
(i) pledges, charges, financial collateral arrangements or other security interests over shares, quotas, participations or other equity interests held by the Company, including over shares, quotas, participations or other equity interests in existing or future subsidiaries and/or in the companies acquired in connection with the acquisition;
(ii) mortgages, charges, pledges or other security interests over immovable assets, movable assets, equipment, installations, plants, wind farms, energy generation assets, land, buildings and any other tangible assets of the Company;
(iii) pledges, charges, financial collateral arrangements or other security interests over bank accounts, cash, deposits, financial instruments, securities accounts and other monetary claims;
(iv) assignments by way of security, pledges, charges or other security interests over receivables, intra-group loans, dividends, distributions, insurance proceeds, contractual rights, rights under material contracts, rights under project documents and any other rights or claims;
(v) corporate guarantees, suretyships, indemnities, support undertakings, subordination arrangements, intercreditor arrangements and any other guarantee, security or credit support arrangements.
The security interests, guarantees and other credit support arrangements may be granted in favor of, as applicable, lenders, bondholders, arrangers, dealers, managers, bookrunners, underwriters, facility agents, security agents, trustees, collateral agents, paying agents, bondholders’ representatives or any other financing parties, and may be structured as first-ranking, second-ranking, pari passu, shared, common, bilateral, syndicated, trustee-held or agent-held security, as determined by the Board of Directors of the Company.
The creation and granting of any security interests, guarantees or other credit support arrangements by companies within the Company’s group shall be subject to the applicable legal requirements, corporate approvals and regulatory approvals applicable to such companies and assets.
13. Approval of the mandate granted to the Board of Directors of the Company, with the possibility to sub-delegate, to determine, approve, negotiate, sign, implement, amend, supplement, confirm, release and/or replace the security interests, guarantees and other credit support arrangements referred to under item 12 above, in connection with any bridge-to-bond facility, bridge loan, syndicated loan facility, bond issuance and/or any refinancing, replacement, amendment or extension thereof.
For this purpose, the Board of Directors is authorized to:
(i) determine the assets, rights, receivables, bank accounts, shares, quotas, participations, contracts and other elements over which security interests will be created;
(ii) determine the companies within the Company’s group which will grant security interests, guarantees or other credit support arrangements, subject to the applicable legal requirements and corporate approvals;
(iii) determine the maximum secured amount, the ranking of the security interests, the secured obligations, the secured parties, the beneficiaries, the security agent, trustee, collateral agent or any other representative of the secured parties;
(iv) negotiate, approve and sign any security agreements, mortgage agreements, pledge agreements, financial collateral agreements, account pledge agreements, share pledge agreements, assignments by way of security, guarantee agreements, suretyship agreements, indemnity agreements, intercreditor agreements, subordination agreements, security agency agreements, trust deeds, confirmations, notices, certificates, powers of attorney and any other documents required or useful for the creation, perfection, registration, maintenance, amendment, release or replacement of the security interests, guarantees and other credit support arrangements;
(v) approve and perform any filings, registrations, notifications, publications and formalities with any trade register, land book, movable security register, securities depository, bank, account bank, regulatory authority, public authority or any other competent authority or third party;
(vi) approve any amendment, supplement, confirmation, replacement, release, cancellation, enforcement or re-registration of any security interest, guarantee or other credit support arrangement;
(vii) approve the sharing, ranking, subordination, release, replacement or reallocation of any security interests, guarantees or other credit support arrangements between the financing parties under the bridge-to-bond facility / bridge loan, the syndicated loan facility, the bonds and/or any other refinancing arrangements;
(viii) carry out all actions and formalities necessary or useful for the implementation of the resolutions adopted by the General Meeting of Shareholders in relation to the security and guarantee package.
The Board of Directors may delegate to the executive management of the Company the performance of certain or all operational activities required to implement the security interests, guarantees and other credit support arrangements
14. Any other matter, that may, according to the Company’s Articles of Association, be discussed at the AGM.
Dated: 8 May, 2026
CYMANCO SERVICES LIMITED
Secretary
Notes to the Notice of the AGM
ENTITLEMENT TO PARTICIPATE IN THE AGM
(1) Any person appearing as a member in the register of members of the Company on the record date (a “Member”) is entitled to attend the AGM. The record date for determining the right to attend the AGM is 28th May, 2026.
(2) A Member of the Company entitled to attend at the AGM is entitled to participate in person (by the legal representative or by proxy, or by correspondence, or through the eVOTE platform). A member can appoint one or more proxies to attend and, where applicable, vote instead of them. Such proxy need not be a Member of the Company.
Joint holders may elect one of the joint holders to represent them and to vote whether in person or by proxy in their name. In default of such election, the vote of the senior of such joint holders who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of Members.
(3) A Member wishing to appoint more than one proxy must do so by a single instrument and the presence at the AGM of the person mentioned first on the instrument, appointing a proxy, shall preclude any other person, mentioned therein, from attending and so on.
(4) The instruments for appointing a proxy are available on the Company’s website (www.premierenergygroup.eu). The signed instrument(s) must be deposited (together with the power of attorney or other authority (if any) under which they are signed, or a notarial certified copy of such power of authority) at the registered office of the Company (Themistokli Dervi 48,ATHIENITIS CENTENNIAL BUILDING, 3rd floor, Flat/Office 303, 1066 Nicosia, Cyprus) or send by an electronic message to andri.pangalou@cpm.com.cy and to costas.christoforou@cpm.com.cy at least 48 hours before the time of the AGM.
(5) The proxy can be an individual or a legal person. A legal person, appointed as proxy, shall, by resolution of its directors or other governing body, authorise such natural person(s) as it thinks fit to act as its representative at the AGM. Such natural persons are required to carry with them a certified copy of the resolution from which they derive their authority.
Correspondence voting
A shareholder may vote by correspondence in the following way: the shareholder should complete and sign the form of proxy indicating their choices and appoint as their proxy the Chairman of the AGM. In such a case, the Chairman will vote at the poll in accordance with the shareholder’s wishes. If, on the other hand, the shareholder completes and signs the form of proxy and appoints as their proxy the Chairman of the AGM but leaves blank in whole or in part the form of proxy in relation to the choices provided, the Chairman may vote on behalf of the shareholder as the Chairman wishes. The shareholder must send the signed proxy to the Company, as described in note (4) above.
(6) The instrument, appointing a proxy, must be in writing under the hand of the appointer or of their attorney duly authorised in writing, or, if the appointer is a corporation, either under seal, or under the hand of an officer or attorney, duly authorised.
(7) Members and/or their proxies, who will attend the AGM, are requested to carry with them their identity card or other proof of identification.
(8) Submission of an instrument, appointing a proxy, does not preclude a Member from attending and voting at the AGM in person they so wish, in place of the proxy or proxies that they have appointed via instrument.
(9) Any corporation which is a Member of the Company may by resolution of its directors or other governing body authorise any person, natural or legal, to act as its representative at the AGM and the person so authorised is entitled to exercise the same powers on behalf of such corporation as that corporation could exercise if it were an individual Member of the Company. If the representative is itself a legal person, it shall, by resolution of its directors or other governing body, authorise such natural person as it thinks fit to act as its representative at the AGM. Such individuals are required to carry with them a certified copy of the resolution from which they derive their authority.
(10) No Member shall be entitled to vote at the AGM unless all calls or other sums presently payable by him/her in respect of shares they hold in the Company have been paid.
(11) In accordance with section 128B of the Cyprus Companies Law, Cap. 113, the Company does provide for participation in the AGM by electronic means, through the eVOTE platform.
The eVOTE Platform is accessible by accessing the link https://pe.evote.ro/login based on the username and password, for each individual shareholder, which can be obtained after filling in the mandatory fields with the necessary information and uploading the necessary documents according to the instructions for use.
Within the eVOTE Platform for identification and online access to the AGM, shareholders will provide the following information:
For natural persons
a. name and surname;
b. personal identification code;
c. mail address;
d. copy of the identity document (identity card, passport, residence permit);
e. phone number (optional); For legal persons
a. the name of the legal entity;
b. unique registration code;
c. name and surname of the legal representative;
d. personal numerical code of the legal representative;
e. email address;
f. the identity document of the legal representative (identity card, passport, residence permit);
g. Copy of the certificate issued by the trade register or any equivalent document issued by a competent authority of the State in which the legal person shareholder is legally registered, presented in the original or a copy in accordance with the original. The documents certifying the quality of the legal representative of the legal entity shareholder will be issued no later than 30 days before the reference date.*
h. phone number (optional);
Documents presented in a language other than English will be accompanied by a translation made by an authorized translator in the Romanian/English language.
Important to mention: the electronic copy of the documents mentioned above will be uploaded online in the dedicated fields. The files that can be uploaded can have one of the following extensions: .jpg, .pdf, .png.
In case of the appointment of a conventional representative by the shareholder, they will upload online in the eVOTE Platform an electronic copy of the identification document and the special or general power of attorney.
Electronic voting involves ticking a voting option and pressing the ”Register vote” button. Votes marked in the platform without pressing the ”Register vote” button will not be taken into account.
Shareholders can also be identified through the Investor Registration Platform developed by Depozitarul Central S.A. (Central Depository), by accessing the link https://roclear.ro/Inrolare- Investitori
VOTING PROCEDURES
(12) A matter put to the vote at an AGM shall be decided on a show of hands ("Simple Vote") unless a poll ("Special Vote") is duly demanded on, or before the declaration of the result of the Simple Vote. Notwithstanding section 131 of the Companies Law, Cap. 113, a Special Vote may be demanded:
(a) by the Chairperson of the AGM; or
(b) by at least 3 Members present and having the right to vote at the AGM; or
(c) by any Director present at the AGM.
For avoidance of doubt, a demand for a Special Vote by a Proxy shall be deemed to be made by the Member he represents.
(13) Unless a Special Vote is duly demanded a declaration by the Chairperson of the AGM that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and it is recorded in the minutes of the AGM shall be conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution.
(14) The demand for Special Vote may, before it is commenced, be withdrawn but only with the consent of the Chairperson of the AGM. A demand so withdrawn shall not invalidate the result of a Simple Vote declared before the demand for Special Vote was made.
(15) Subject to the provisions of the Company’s Articles of Association, a Special Vote shall be taken as the Chairperson of the AGM directs who may appoint scrutineers (who need not be Members) and determine where and when the result of the vote shall be declared. The result of a Special Vote shall be deemed declared at the AGM at which the Special Vote was demanded.
(16) In the case of an equality of votes, whether on a Simple Vote or a Special Vote, the Chairperson of the AGM shall have a casting vote in addition to any other vote he may have as Member.
(17) A Special Vote shall be taken immediately after it is duly demanded. If prior to the declaration of the result of a Simple Vote a Special Vote is demanded but duly withdrawn, the AGM shall continue as if the demand was not made.
(18) On a poll every Member present in person or by proxy or by eVOTE has one vote for each share of which he/she/they are the holder or he/she/they represent. On a poll a Member entitled to more than one vote need not use all of his/her/their votes or cast all the votes he/she/they use in the same way.
STATUTORY RIGHTS OF MEMBERS
(19) Pursuant to section 127B of the Companies Law, Cap. 113 as amended (the “Companies Law”), Member(s), holding at least 5 per cent of the Company’s issued share capital representing at least 5 per cent of the Company’s voting rights, have the right (i) to add an item to the agenda of an AGM, provided that such item is accompanied either by a statement justifying its inclusion to the agenda or by a proposed resolution to be put to the vote at the AGM, and (ii) to table a proposed resolution for inclusion to the agenda of the AGM.
(20) The request to add an item on the agenda or table a proposed resolution as described above must be received by the Company in hard copy or electronically at the addresses indicated below by 29 May, 2026 the latest.
Address for delivery of request in hard copy:
The Secretary
PREMIER ENERGY PLC
Themistokli Dervi 48, ATHIENITIS CENTENNIAL BUILDING
3rd floor, Flat/Office 303, 1066 Nicosia, Cyprus
Address for delivery of request in electronic format: andri.pangalou@cpm.com.cy and costas.christoforou@cpm.com.cy
(21) In the event of receipt of any such request, the Company shall revise the proposed agenda accordingly and make the revised agenda available on its website at www.premierenergygroup.eu/investors/
(22) Pursuant to section 128C of the Companies Law, Members have the right to ask questions relating to items on the agenda and to have such questions answered by the Company, subject to any reasonable measures the Company may take to confirm the identity of the Member concerned. An answer does not have to be given in any of the following circumstances: (a) if it would unduly interfere with preparation for the AGM or confidentiality or business interests of the Company, or (b) if an answer has already been given on the Company’s website in the form of “Questions and Answers” or (c) if the chairman of the AGM deems that it is undesirable in the interests of good order of the AGM that the question be answered.
(23) Members may submit questions to the Company in advance of the AGM, in writing, by letter or electronic message sent to the addresses specified in paragraphs (20) and (21) above. Questions must be accompanied by evidence of the Member’s shareholding and must reach the Company at least 4 working days before the AGM. Answers to any such questions will be provided during the AGM, unless one of the above-mentioned circumstances applies so that an answer does not need to be given.
OTHER INFORMATION AND AVAILABILITY OF DOCUMENTS
(24) As of 8th May, 2026 the total issued share capital of the Company is EUR 125,001.25 divided into 125,001,250 ordinary shares of EUR 0.001 each. Ordinary shares carry one voting right each.
(25) A copy of this Notice setting out the resolutions that will be put to the vote at the AGM, the form of the instrument to be used for the appointment of a proxy, the annual report of the Company for the year ended 31 December 2025 (comprising of the audited consolidated and separate financial statements of the Company, the Board of Directors’ report and the auditors’ report), the Sustainability Report drafted in accordance with the Corporate Sustainability Reporting Directive (CSRD), which is accompanied by the limited assurance report issued by the Auditors and the Annual Remuneration Report, as well as any other supporting documents, to be voted, are available on the Company’s website at https://premierenergy.ro as from 8 May, 2026. Hard copies may also be collected from the Company’s Registered Office.