# Resolutions for the 18 March 2026 Board Meeting

**Prepared by:** Marc Lefèvre, Company Secretary
**Date:** 14 March 2026

The following three resolutions will be put to the board on 18 March 2026. Each requires a simple majority of directors present and entitled to vote, except as noted.

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## Resolution R-2026-Q1-01 — Final dividend

> **RESOLVED, that** the Board of Directors of Helios Renewables AG declares a final dividend in respect of the financial year ended 31 December 2025 of **€0.42 per ordinary share**, payable on 28 April 2026 to shareholders on the register at the close of business on the ex-date of 22 April 2026.

- **Sponsor:** CFO (Anja Klüver)
- **Supporting paper:** `03-cfo-q1-financials.md` §7
- **Expected vote:** unanimous
- **Conflicts:** none declared

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## Resolution R-2026-Q1-02 — Auditor reappointment

> **RESOLVED, that** the Board recommends to the Annual General Meeting (scheduled 12 June 2026) the **reappointment of PricewaterhouseCoopers GmbH** as statutory auditor of Helios Renewables AG for the financial year ending 31 December 2026, on the audit-fee terms set out in the audit-committee report dated 11 March 2026 (€1.34 m).

- **Sponsor:** Audit Committee Chair (Director H. Reiniger)
- **Supporting paper:** `07-compliance-audit-report.md` §6
- **Expected vote:** unanimous
- **Conflicts:** none declared

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## Resolution R-2026-Q1-03 — Solarcraft GmbH acquisition mandate

> **RESOLVED, that** the Board authorises the Chief Executive Officer and the Chief Financial Officer, acting jointly, to negotiate and execute on behalf of Helios Renewables AG a definitive share-purchase agreement to acquire **100 % of the issued share capital of Solarcraft GmbH** (HRB 234567, Munich) on the following terms:
>
> 1. **Enterprise value within the range €175 m – €195 m** (one hundred and seventy-five million euros to one hundred and ninety-five million euros), payable in cash at closing, subject to customary working-capital and net-debt adjustments.
> 2. **Funding** by way of issuance of up to €130 m of new senior unsecured notes and drawdown of up to €55 m under the existing revolving credit facility, as recommended by the CFO.
> 3. **Conditions precedent** customary for a transaction of this size, including (a) BKartA merger-control clearance, (b) absence of a material adverse change, and (c) retention agreements signed with the eight key-person individuals listed in the data-room.
> 4. **Signing target** 5 May 2026; **closing target** 30 June 2026 (subject to clearance).
> 5. **Reporting** to the Board at the next regular meeting on signing terms, and immediately to the Board in the event of any deviation from the price band authorised under paragraph 1.

- **Sponsor:** CEO (Tomás Berger)
- **Supporting paper:** `05-acquisition-proposal.md`
- **Expected vote:** majority in favour; Director K. Almeida to recuse (conflict-of-interest memo on file).
- **Conflicts:** one declared (Director Almeida — recused).
- **Independent-counsel sign-off:** Linklaters confirms the recusal mechanic is sufficient under § 88 AktG.

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## Notes for the Chair

- The Chair should call for declarations of interest **before** opening Resolution R-2026-Q1-03 and confirm Director Almeida's recusal on the record.
- The vote on R-2026-Q1-03 should be a **named vote** (not a show of hands) and recorded in the minutes by name.
- If the discussion in Agenda Item 6 surfaces material new information not in the data-room, the Chair should suspend the vote and reconvene under an extraordinary session.