EQS-AGM: ASTA Energy Solutions AG: 3. General Meeting on June 1st 2026

 

ASTA Energy Solutions AG

FN 271337 a

ISIN AT100ASTA001

("Company")

 

Invitation

to the 3^rd Annual General Meeting

We hereby invite our shareholders to the third Annual General Meeting of ASTA Energy Solutions AG on Monday, 1 June 2026, at 2:00 p.m., CEST, at Hotel InterContinental Vienna, Johannesgasse 28, 1030 Vienna.

 

A g e n d a

1. Presentation of the annual financial statements including the management report and the consolidated financial statements including the group management report, each as of 31 December 2025, as well as the proposal for appropriation of the profit and the report prepared by the Supervisory Board for the financial year 2025.
2. Resolution on the appropriation of the net profit shown in the annual financial statements for the financial year 2025.
3. Resolution on the discharge from liability of the members of the Management Board for the financial year 2025.
4. Resolution on the discharge from liability of the members of the Supervisory Board for the financial year 2025.
5. Election of the auditor and the group auditor as well as the auditor of the (consolidated) sustainability reporting, insofar as the preparation of such a report is legally required, for the financial year 2026.
6. Resolution on the remuneration policy.

Documents for the Annual General Meeting; provision of information on the website

The following documents will be made available on the Company’s website (https://www.astagroup.com/de/investoren/hauptversammlung/) from the 21^st day prior to the Annual General Meeting, i.e. no later than 11 May 2026. These documents will also be available at the Annual General Meeting:

• Annual financial statements including the management report,
• Consolidated financial statements including the group management report,
• Proposal for appropriation of the net profit shown in the annual financial statements,
• Report of the Supervisory Board,

each with regard to the financial year 2025, as well as

• Proposals for resolutions on items 2 to 6 of the agenda,
• Remuneration policy,
• Form for granting proxy,
• Form for the revocation of proxy,
• Form for granting proxy to the independent voting representative (Dr. Michael Knap),
• Form for the revocation of proxy granted to the independent voting representative (Dr. Michael Knap),
• Information on the integration of ISO 20022 SWIFT messages into the dispatch logic for deposit receipts (Depotbestätigungen) and proxies,
• Full text of this convening notice,
• further information with regard to the rights of shareholders pursuant to sections 109, 110, 118 und 119 of the Austrian Stock Corporation Act.

 

Information pursuant to section 106 item 5 of the Austrian Stock Corporation Act:

Pursuant to section 109 of the Austrian Stock Corporation Act, shareholders whose participation in the share capital totals 5% of the share capital may request in writing that additional items be added to the agenda of the Annual General Meeting and announced. Each agenda item must be accompanied by a proposal for a resolution, including a statement of reasons. The applicants must have held the shares for at least three months prior to submitting the request. This written request must be received by the Company no later than on the 21^st day prior to the Annual General Meeting, i.e., 11 May 2026, by mail or courier to the address Oed 1, 2755 Oed / District Wiener Neustadt, or, if sent by e-mail, with a qualified electronic signature to the e-mail address hauptversammlung@astagroup.com, or by SWIFT ISO 15022 to the address CPTGDE5WXXX. „In writing“ means with a personal handwritten signature or the Company’s legally binding signature by each applicant, or, if submitted by e-mail, with a qualified electronic signature, or, if submitted via SWIFT ISO 15022, with message type MT598 or MT599, in which case the ISIN AT100ASTA001 must be included in the text. These requests may be submitted in writing to the Company at its registered office at Oed 1, 2755 Oed / District Wiener Neustadt, for the attention of Ms. Sabine Teufl. Any such item request must be accompanied by a proposal for a resolution, including a statement of reasons. The shareholder status must be verified by submitting a deposit receipt (Depotbestätigung) pursuant to section 10a of the Austrian Stock Corporation Act, confirming that the requesting shareholders have held the shares for at least three months before such request was made; such deposit receipt (Depotbestätigung) must not be older than seven days at the time of submission to the Company. In respect of further requirements regarding deposit receipt, see the following information about requirements for participation.

Pursuant to section 110 of the Austrian Stock Corporation Act, shareholders of the Company whose participation in the share capital totals 1% of the share capital may file proposals for resolutions in writing to the Company (written form but no signature required) and may demand that these resolution proposals be made available on the website of the Company (https://www.astagroup.com/de/investoren/hauptversammlung/), together with the names of the relevant shareholders requesting such resolutions, the reasons for the proposal and any statements from the Management Board or Supervisory Board, if applicable. Such request must be received by the Company no later than on the 7^th business day prior to the Annual General Meeting, i.e. 20 May 2026. These requests may be sent in writing to the Company’s registered seat at Oed 1, 2755 Oed / District Wiener Neustadt, for the attention of Ms. Frau Sabine Teufl, or in electronic form (e-mail to hauptversammlung@astagroup.com). The shareholder status must be verified by submitting a deposit receipt (Depotbestätigung) pursuant to section 10a of the Austrian Stock Corporation Act, confirming that the requesting shareholders have held the shares for at least three months before such request was made; such deposit receipt (Depotbestätigung) must not be older than seven days at the time of submission to the Company. In respect of further requirements regarding deposit receipt, see the following information about requirements for participation.

Pursuant to section 118 of the Austrian Stock Corporation Act, each shareholder, upon request, is to be provided with information on the Company's matters at the Annual General Meeting to the extent that such information is necessary for the proper assessment of an item of the agenda. The obligation to provide information shall also include the Company’s legal and business relationships to affiliated companies as well as to the situation of the Group and the companies included in the consolidated financial statements. The Company may refuse to provide such information if reasonable business judgement suggests that disclosure of the same may cause a material disadvantage to the Company or an affiliate or may be a punishable offence.

Pursuant to clause 18.2 of the articles of association of the Company, the chairman of the Annual General Meeting may reasonably limit the time allowed for shareholders to ask questions and speak. He may, in particular at the beginning, but also during the Annual General Meeting, impose general and individual restrictions on the time allowed for speaking and asking questions. Requests for information must generally be made orally at the Annual General Meeting, but may also be made in writing. For the sake of efficiency, questions that require lengthy preparation to be answered shall be submitted to the Management Board in text form in good time prior to the Annual General Meeting. Questions can be sent to the Company by email to the e-mail address hauptversammlung@astagroup.com.

Shareholder rights which are bound to shareholding for a certain period of time can only be exercised if, pursuant to section 10a of the Austrian Stock Corporation Act, such shareholder can provide evidence of the shareholder status for the relevant period of time by means of a deposit receipt (Depotbestätigung).

Further information regarding the shareholders’ rights granted under sections 109, 110, 118 and 119 of the Austrian Stock Corporation Act, as well as the question until when such rights can be exercised, may be obtained from the website of the Company (https://www.astagroup.com/de/investoren/hauptversammlung/), as of now.

Requirements for participation, deposit receipt, record date and proxy voting:

Only such shareholders are permitted to participate in the Annual General Meeting who have been shareholders until the end of the tenth day before the Annual General Meeting is to take place (record date). The record date is 22 May 2026.

Proof of shareholding status as of the record date for the purpose of exercising rights vis-à-vis the Company is provided, in the case of bearer shares held in a securities account, by submitting a confirmation of share ownership issued by the custodian bank headquartered in a member state of the European Economic Area or in a full member state of the OECD (deposit receipt). The deposit receipt (Depotbestätigung) must be submitted to the company no later than the third business day prior to the Annual General Meeting, i.e., no later than 27 May 2026, i) by mail to ASTA Energy Solutions AG, c/o HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am Wechsel, or ii) electronically by e-mail to the e-mail address anmeldung.asta@hauptversammlung.at, or iii) via SWIFT ISO 15022 to CPTGDE5WXXX (Message Type MT 598 or MT 599; please include ISIN AT100ASTA001 in the text) or via SWIFT ISO 20022 (ou=xxx, o=cptgde5w, o=swift – seev.003.001.10 or seev.004.001.10 [if applicable, seev.004.001.11]; a detailed description is available for download on the Company’s website (https://www.astagroup.com/de/investoren/hauptversammlung/). The deposit receipt (Depotbestätigung) must at least contain the information described in section 10a of the Austrian Stock Corporation Act, namely

• Information on the issuer: name/company name and address or a standard code used for transactions between banks (SWIFT-Code),
• Information on the shareholder: name/company name, address, date of birth for natural persons, register and register number for legal entities, if applicable,
• Information on the shares: number of shares held by the shareholder, ISIN AT100ASTA001 (international securities identification number),
• Deposit account number or any other identifier,
• Date to which the deposit receipt (Depotbestätigung) refers.

The deposit receipt (Depotbestätigung) submitted as evidence of shareholding must be issued with reference to the record date, i.e. 22 May 2026.

If the deposit receipt (Depotbestätigung) is submitted in evidence of the individual’s or entity’s current shareholder status, it must not be older than seven days at the time it is submitted to the Company. Deposit confirmations will be accepted in German or in English.

Any shareholder entitled to participate in the Annual General Meeting has the right to appoint a natural or legal person as a proxy holder. The Company itself or a member of the Management Board or the Supervisory Board may exercise voting rights as a proxy holder only to the extent that the shareholder has provided explicit instructions regarding the individual agenda items. To grant a proxy, the form provided by the Company must be used; this form is available on the Company’s website (der Internetseite der Gesellschaft (https://www.astagroup.com/de/investoren/hauptversammlung/) and also allows for restrictions on the proxy, provided that the proxy has not been granted to a custodian bank and the rule applicable to deposit receipts (Depotbestätigungen) have been complied with.

A proxy may be granted both before and during the Annual General Meeting. Completed proxy forms must be sent to the Company either (i) by mail to ASTA Energy Solutions AG, c/o HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am Wechsel, or (ii) electronically (to the e-mail address anmeldung.asta@hauptversammlung.at, or (iii) via SWIFT ISO 15022 to CPTGDE5WXXX (Message Type MT 598 or MT 599; please include ISIN AT100ASTA001 in the text) or via SWIFT ISO 20022 (ou=xxx, o=cptgde5w, o=swift – seev.003.001.10 or seev.004.001.10 [if applicable, seev.004.001.11]; a detailed description is available for download on the Company’s website at https://www.astagroup.com/de/investoren/hauptversammlung/), or they must be provided at the Annual General Meeting.

As a special service, a representative of the Interessenverband für Anleger, IVA, Feldmühlgasse 22, 1130 Vienna, is available to shareholders as an independent voting proxy holder (unabhängiger Stimmrechtsvertreter) to exercise their voting rights in accordance with instructions at the Annual General Meeting; a special proxy form can be downloaded from the Company's website at https://www.astagroup.com/de/investoren/hauptversammlung/ for this purpose. In addition, Dr. Michael Knap of the IVA can be contacted directly by telephone at +43 (0)1 876 3343-30 or per e-mail to knap.asta@hauptversammlung.at.

The above-mentioned provisions regarding the granting of a proxy also apply correspondingly to the revocation of a proxy.

Information on data protection for shareholders

ASTA Energy Solutions AG processes personal data of shareholders (in particular those pursuant to Section 10a para 2 AktG, i.e. name, address, date of birth, number of the securities account, number of shares of the shareholder, type of share if applicable, number of the voting card and, if applicable, name and date of birth of the proxy) on the basis of the applicable data protection provisions, in particular the European General Data Protection Regulation (GDPR) and the Austrian Data Protection Act, in order to enable shareholders to exercise their rights within the framework of the Annual General Meeting.

The processing of shareholders' personal data is mandatory for the participation of shareholders and their proxies at the Annual General Meeting in accordance with the Austrian Stock Corporation Act (Aktiengesetz). The legal basis for the processing is therefore Article 6 (1) c) GDPR, in particular in connection with the provisions of Austrian stock corporation law mentioned below.

ASTA Energy Solutions AG is the responsible party for the processing. ASTA Energy Solutions AG uses external service providers such as notaries, lawyers, banks and IT service providers for the purpose of organizing the Annual General Meeting. ASTA Energy Solutions AG will only provide these service providers with personal data that is necessary for the execution of the services they have been commissioned with. Insofar as they act as data processors, they process the data exclusively in accordance with the instructions of ASTA Energy Solutions AG. Where legally necessary, ASTA Energy Solutions AG has concluded a data protection agreement with these service providers.

If a shareholder attends the Annual General Meeting, all shareholders present or their proxy holders, the members of the Management Board and Supervisory Board, the notary and all other persons with a legal right to attend may inspect the legally prescribed list of participants (Section 117 AktG) and thereby also inspect the personal data mentioned therein (i.a. name, place of residence, shareholding). ASTA Energy Solutions AG is also legally obliged to submit personal shareholder data (in particular the list of participants) as part of the notarial minutes to the companies register (Section 120 AktG).

Shareholders' data will be anonymized or deleted as soon as they are no longer necessary for the purposes for which they were collected or processed, and unless other legal obligations require further storage. Obligations to provide evidence and to retain records arise in particular from corporate law, stock corporation law and takeover law, tax law and anti-money laundering regulations. If legal claims are made by shareholders against ASTA Energy Solutions AG or vice versa by ASTA Energy Solutions AG against shareholders, the storage of personal data serves to clarify and enforce claims in individual cases. In connection with court proceedings before civil courts, this can lead to the storage of data for the duration of the statute of limitations plus the duration of the court proceedings up to its legally binding completion.

Each shareholder in accordance with the provisions of data protection law has a right to information, correction, restriction, objection and deletion with regard to the processing of personal data and a right to data transmission in accordance with Chapter III of the GDPR. Shareholders can assert these rights against ASTA Energy Solutions AG free of charge via the e-mail address hauptversammlung@astagroup.com or via the following contact details ASTA Energy Solutions AG, phone: +43 2632 7000, Oed 1, 2755 Oed:

ASTA Energy Solutions AG

Tel: +43 2632 7000

AT - Oed 1, 2755 Oed

In addition, shareholders have the right to appeal to the competent supervisory authority pursuant to Article 77 GDPR; in Austria this is the data protection authority.

Further information on data protection can be found in the data protection declaration on the Company’s website (https://www.astagroup.com/de).

Shares and voting rights:

Pursuant to section 106 item 9 of the Austrian Stock Corporation Act, we declare that, at the date of this invitation, the share capital of the Company amounts to EUR 14.237.288,00 and is divided into 14.237.288 no-par value ordinary bearer shares. Every no-par value ordinary share entitles the holder to one vote. Accordingly, the total number of voting rights as of the date of the convening of the Annual General Meeting is 14,237,288. As of the date of the convening of the Annual General Meeting, the Company holds no treasury share (own shares), either directly or indirectly.

Admission to the Annual General Meeting

You must be able to verify your identity upon entering the Annual General Meeting. Please bring a valid photo ID. If you are attending the Annual General Meeting as a proxy holder, please bring the proxy in addition to your valid photo ID. If the original proxy has already been sent to the Company, please bring a copy of the proxy to facilitate our verification of admission requirements. The Company reserves the right to verify the identity of persons attending the meeting. If identity verification is not possible, admission may be denied. Admission for the distribution of voting cards begins at 1:30 p.m.

Oed, in May 2026

The Management Board