Notice of calling the annual general meeting of Enefit Green AS

The Management Board of Enefit Green AS (hereinafter the Company) (registry code 11184032, located at Lelle 22, 11318 Tallinn, Harju county, Estonia) calls the annual general meeting of the shareholders of the Company on 26 June 2025 at 16.00 (EEST) at Enefit Green’s head office (Lelle 22, Tallinn).

The meeting will be held in Estonian.

The list of shareholders entitled to participate at the general meeting will be established 7 (seven) days before the general meeting, i.e. on 19 June 2025, as at the end of the business day of the settlement system of Nasdaq CSD (Estonia).

Registration of meeting participants begins at the place of the meeting on the day of the meeting ie. 26 June 2025 at 15.20 and ends at 15.50. We kindly ask all shareholders and their representatives to arrive as early as possible, taking into account the time required for registration of participants.

At the registration for the general meeting, we kindly ask shareholders to submit the following documents:

1. shareholders who are natural persons are required to submit their identity document; representatives must also submit a valid written authorisation document in Estonian or English;
2. legal representatives of shareholders who are legal persons are required to submit their identity document; authorised representatives must also submit a valid written authorisation document in Estonian or English. If the legal person has not been registered in the Estonian Commercial Register, we kindly request submission of a valid extract from the register in which the legal person has been registered and under which the representative is authorised to represent the shareholder (legal right of representation). The extract must be prepared in English or translated into English or Estonian by a sworn translator or official equivalent to a sworn translator, be verified by a notary, and be legalized or bear an apostille. If the authorisation of the legal representative of a shareholder who is a legal person of a foreign state is not evident from the extract of the Estonian Commercial Register, the Company may register the shareholder who is a legal person of a foreign state as a participant in the AGM also in case all required information is contained in another document assessed as suitable by the Company.

Please present your passport or ID card as an identity document.

Before the annual general meeting, we kindly ask the shareholder to notify of the appointment of a representative of the Company or the withdrawal of the authorisation granted to the representative by sending a corresponding digitally signed power of attorney or a .pdf copy of the original power of attorney (the original power of attorney must be submitted at the meeting) to the e-mail address  or by delivering the original power of attorney in person on working days between 9.00 and 16.00 (EEST) to the address Lelle 22, 11318 Tallinn, no later than 25 June 2025 at 12.00 (EEST). A shareholder may use the proxy form available on the Company's website at .

According to the resolution of the Supervisory Board of the Company dated 23 May 2025, the agenda of the annual general meeting and the proposals of the Supervisory Board to the shareholders on the agenda items are as follows:

1. Approval of the Annual Report 2024

Draft resolution:

1.1 Approve the 2024 annual report of Enefit Green AS as presented to the general meeting.

1.2 Approve the 2024 remuneration report of the Management Board of Enefit Green AS as an annex to the annual report as presented to the general meeting.

2. Distribution of profit

The consolidated retained earnings of the Enefit Green AS as at 31 December 2024 were 236,502 thousand euros, including net profit for 2024 of 70,268 thousand euros.

Draft resolution:

2.1 Distribute the net profit of Enefit Green AS for the financial year 2024 in the amount of 70,268 thousand euros as follows:

2.1.1 Transfer 3,513 thousand euros to the mandatory reserve capital.

2.1.2 Transfer 66,755 thousand euros to the retained earnings of previous periods.

3. Takeover of shares belonging to minority shareholders for monetary compensation

Draft resolution:

3.1 To approve and carry out the takeover by Eesti Energia AS (registry code 10421629, address Lelle tänav 22, 11318 Tallinn) of the shares of Enefit Green AS belonging to the remaining shareholders of Enefit Green AS (hereinafter the "Minority Shareholders") pursuant to § 363¹ and § 363⁷ of the Commercial Code on the following terms and conditions:

3.1.1 The remuneration to be paid to the minority shareholders is EUR 3.40 per share taken over;

3.1.2 The transfer of the Shares to be taken over from the Minority Shareholders to Eesti Energia AS and the transfer of the compensation to the Minority Shareholders will be arranged by the Registrar of Estonian Securities ("EVR") on the basis of an application by the Management Board of Enefit Green AS. The Management Board shall submit this application to EVR one month after the adoption of this resolution. The compensation shall be paid to the Minority Shareholders simultaneously with the transfer of the shares to Eesti Energia AS.

4. Termination of the listing of the Company's shares on the Nasdaq Tallinn Stock Exchange

 Draft resolution:

4.1 To terminate the listing of the Company's shares on the stock exchange of Nasdaq Tallinn AS and to submit a respective application to the Listing and Supervision Committee of the Stock Exchange.

The materials of the general meeting (incl. the 2022 – 2024 annual reports, the report of the authorised auditor, the report of the Supervisory Board, the takeover report and auditor´s report), the draft resolutions and other documents submitted to the general meeting in accordance with the law can be viewed on the website of the Company .

The information required by §-s 294¹ of the Commercial Code is published on the website of the Company .

A shareholder can ask questions about the topics on the agenda by sending the relevant questions to the e-mail address .

A shareholder has the right to receive information from the Management Board about the activities of the Company at the general meeting. The Management Board may refuse to provide information if there is reason to believe that this may adversely affect the interests of the Company. If the Management Board of the Company refuses to provide information, a shareholder may require the General Meeting to decide on the lawfulness of the request or submit, within two weeks from the date of the general meeting, an application to the court in petition proceedings, to oblige the Management Board to disclose information.

Shareholders, whose shares represent at least 1/20 of the share capital of the Company, may demand the inclusion of additional items to the agenda of the general meeting, if the corresponding request together with the draft resolution and justification has been submitted no later than 15 days before the general meeting, i.e. no later than 11 June 2025 to the e-mail address  or to the address: Enefit Green AS, Lelle 22, 11318 Tallinn, Estonia.

Shareholders, whose shares represent at least 1/20 of the share capital of the Company, may submit to the Company a draft resolution on each agenda item, by posting the draft to the e-mail address  or to the Company's location at Lelle 22, 11318 Tallinn, Estonia. The draft must be submitted in electronic form or by post so that it would be delivered to and received by the Company no later than 3 days before the general meeting, i.e. by 23 June 2025 at the latest.

If voting prior to the General Meeting, shareholders are requested to fill in the ballot papers available on the website of Company . When voting by e-mail, the completed ballot papers must be digitally signed and sent by e-mail to  no later than by 16 June 2025 at 12:00 a.m. When voting by mail, the completed ballot papers must be signed by hand and sent with a copy of the personal data of the signatory’s identity document by mail no later than by 16 June 2025 at 12:00 a.m. to the address: Enefit Green AS, Lelle 22, 11318 Tallinn, Estonia.

Ballot papers received after the above deadline shall not be considered. If a shareholder submits several completed ballot papers, the ballot paper with the latest digital signature time stamp or time of mailing shall be deemed valid. All previously submitted ballot papers shall be deemed invalid.

If the shareholder who submitted a ballot paper before the General Meeting also physically participates in the General Meeting, all ballot papers sent by the shareholder before the General Meeting shall be deemed invalid.

As the agenda of the annual general meeting includes a decision which is the basis for the change in the composition of the supervisory board the minutes of the general meeting must be notarized, therefore a notary shall also participate in the annual general meeting.

Further information:

Sven Kunsing

Head of Finance Communications