Notice on Convening an Extraordinary General Meeting of Shareholders of EPSO-G

In accordance with the initiative and decision of the Board of New Energy Group EPSO-G (legal entity code 302826889, registered address Laisvės pr. 10, Vilnius, Lithuania) the Extraordinary General Meeting of EPSO-G shareholders is convened.

Reasons and purposes for calling the meeting: The Board of UAB EPSO-G adopted a resolution to increase the share capital of UAB EPSO-G Invest by EUR 3,360,000, from EUR 7,405,600 to EUR 10,765,600, by issuing 3,360,000 ordinary registered shares of UAB EPSO-G Invest, each with a nominal value of EUR 1; to enter into a share subscription agreement with EPSO-G Invest UAB and to approve the material terms and conditions of such agreement. Pursuant to Article 41(xiii) of the Articles of Association of UAB EPSO-G, the resolution shall require the approval of the sole shareholder in order to become effective.

Agenda item of the meeting:

1. Regarding approval of the Resolution of the Board of UAB EPSO-G to increase the Share Capital of EPSO-G Invest UAB, to enter into a share subscription agreement with UAB EPSO-G Invest, and to Approve the material terms and conditions of such agreement.

Proposed resolution:

1. Regarding approval of the resolution of the Board of UAB EPSO-G to increase the share capital of UAB EPSO-G Invest, to enter into a share subscription agreement with UAB EPSO-G Invest, and to approve the material terms and conditions of such agreement.

1. 1. To approve the resolution of the Board of UAB EPSO-G dated 15 September 2026:
   2. To increase the share capital of UAB EPSO-G Invest by EUR 3,360,000, from EUR 7,405,600 to EUR 10,765,600, by issuing 3,360,000 ordinary registered shares of UAB EPSO-G Invest, each with a nominal value of EUR 1.
   3. To enter into a share subscription agreement with UAB EPSO-G Invest and to approve the material terms and conditions of such agreement:

Parties to the Agreement	The company whose shares are subscribed for – UAB EPSO-G Invest, legal entity code 306949519, registered office address Laisvės pr. 10, Vilnius, Lithuania (“EPSO-G Invest”, the “Company”); The subscriber of the shares – UAB EPSO-G, legal entity code 302826889, registered office address Laisvės pr. 10, LT-04215 Vilnius, Lithuania (“EPSO-G”, the “Subscriber”).
Object and subject matter of the Agreement	The Company undertakes to deliver to the Subscriber 1,713,600 newly issued shares of the Company, each with a nominal value of EUR 1 and an issue price of EUR 10 (the “Shares”), and the Subscriber undertakes to pay the issue price of the subscribed Shares (the “Issue Price”) in accordance with the procedure and within the time limits set out in this Agreement. Issue Price – EUR 17,136,000. Of this amount, EUR 1,713,600 shall be allocated to the increase of the Company’s share capital, and EUR 15,422,400 shall be transferred to share premium.
Procedure and terms for payment for the Shares	The Subscriber shall pay the Issue Price of EUR 17,136,000 for the 1,713,600 shares acquired by the Subscriber under the Agreement when the need arises to pay for the newly issued shares of Rheinmetall Defence Lietuva, UAB by additional monetary contributions of the Company due to the increase of the share capital of Rheinmetall Defence Lietuva, UAB, but in any event no later than 28 September 2026. Upon receipt of the relevant notice, EPSO-G shall use reasonable efforts to make the payment earlier.

The total issue price of the newly issued shares of EPSO-G Invest will amount to EUR 33,600,000, of which EUR 30,240,000 will be allocated to the share premium. EPSO-G will invest EUR 17,136,000 (51%), while Valstybės investicinis kapitalas will invest EUR 16,464,000 (49%).

The EPSO-G group of companies consists of the holding company EPSO-G and its six direct subsidiaries Amber Grid, Baltpool, Energy cells, EPSO-G Invest, Litgrid and Tetas. EPSO-G and its Group companies also hold shares in Rheinmetall Defence Lietuva, Baltic RCC OÜ and TSO Holding AS. The rights and obligations of the sole shareholder of EPSO-G are exercised by the Ministry of Energy of the Republic of Lithuania.

For more information, contact
Gediminas Petrauskas, communication partner of EPSO-G
Tel: +370 610 63306, email: gediminas.petrauskas@epsog.lt