Invitation to the Annual General Meeting

NOTICE OF GENERAL MEETING
of Primoco UAV SE

The Board of Directors of Primoco UAV SE, with its registered office at Výpadová 1563/29f, 153 00 Prague 5 – Radotín, Company ID No.: 037 94 393, registered in the Commercial Register maintained by the Municipal Court in Prague, Section H, File 1546 (the “Company”),

hereby convenes

the General Meeting of the Company,

which will be held on 15 June 2026 at 8:30 a.m. at the premises of VELO Restaurant at Na betonce 114/2, 153 00 Prague 16 – Radotín.

Agenda of the General Meeting:

1. Registration of attendees and opening of the General Meeting.
2. Determination of the General Meeting’s quorum and capacity to adopt resolutions.
3. Election of the Chair of the General Meeting, the minutes clerk, the verifier of the minutes, and the person authorised to count the votes.
4. Discussion of the Board of Directors’ report on relations between related parties for 2025.
5. Statement of the Supervisory Board on the ordinary and consolidated financial statements of the Company for the accounting period from 1 January 2025 to 31 December 2025, on the Board of Directors’ proposal for the settlement of the Company’s financial result for the accounting period from 1 January 2025 to 31 December 2025, and presentation of the results of the Supervisory Board’s activities and the Supervisory Board’s information on the results of its review of the Board of Directors’ report on relations between related parties for 2025.
6. Discussion and approval of the ordinary financial statements of the Company for the accounting period from 1 January 2025 to 31 December 2025, audited by Grant Thornton Audit s.r.o., with its registered office at Pujmanové 1753/10a, 140 00 Prague 4 – Nusle, Company ID No.: 080 61 017, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 312316, licence number 603 KAČR.
7. Discussion and approval of the consolidated financial statements of the Company for the accounting period from 1 January 2025 to 31 December 2025, audited by Grant Thornton Audit s.r.o., with its registered office at Pujmanové 1753/10a, 140 00 Prague 4 – Nusle, Company ID No.: 080 61 017, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 312316, licence number 603 KAČR.
8. Decision on the Board of Directors’ proposal for the settlement of the Company’s financial result for the accounting period from 1 January 2025 to 31 December 2025.
9. Acknowledgement and discussion of the Company’s annual report for 2025, including submission of the Board of Directors’ summary explanatory report concerning certain matters set out in the Company’s annual report for 2025.
10. Appointment of the auditor of the financial statements for the accounting period from 1 January 2026 to 31 December 2026.
11. Approval of the remuneration report for the accounting period from 1 January 2025 to 31 December 2025, audited by Grant Thornton Audit s.r.o., with its registered office at Pujmanové 1753/10a, 140 00 Prague 4 – Nusle, Company ID No.: 080 61 017, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 312316, licence number 603 KAČR.
12. Removal and election of members of the Company’s Board of Directors.
13. Approval of agreements on the performance of office with members of the Board of Directors.
14. Election of a member of the Company’s Supervisory Board.
15. Approval of an agreement on the performance of office with a member of the Supervisory Board.
16. Removal and election of members of the Company’s Audit Committee.
17. Closing.

Proposed resolutions and reasoning:

1. The Chair of the Company’s Board of Directors will announce how many shareholders and votes are present at the General Meeting.
2. The Chair of the Company’s Board of Directors will announce whether the General Meeting has a quorum and is capable of adopting resolutions.
3. Upon the proposal of the Chair of the Company’s Board of Directors, the General Meeting shall elect the Chair of the General Meeting, the minutes clerk, the verifier of the minutes, and the person authorised to count the votes.

Proposed resolution: The General Meeting of the Company elects Mr Mgr. Ondřej Mikuláš as Chair of the General Meeting and, at the same time, as verifier of the minutes, and Mr Mgr. Tomáš Ježek as minutes clerk of the General Meeting, and further authorises the Chair of the General Meeting to also count the votes.

1. No vote shall be taken on this item.

Reasoning: The Board of Directors’ report on relations between related parties for 2025 is discussed at the General Meeting in accordance with the law. The Board of Directors’ report on relations between related parties for 2025 is discussed at the General Meeting in accordance with the law. The Board of Directors’ report on relations between related parties for 2025 is discussed at the General Meeting in accordance with the law.

1. No vote shall be taken on this item.

Reasoning: The statement of the Supervisory Board on the ordinary and consolidated financial statements of the Company for the accounting period from 1 January 2025 to 31 December 2025, on the Board of Directors’ proposal for the settlement of the Company’s financial result for the accounting period from 1 January 2025 to 31 December 2025, and the presentation of the results of the Supervisory Board’s activities and the Supervisory Board’s information on the results of its review of the Board of Directors’ report on relations between related parties for 2025 are discussed at the General Meeting in accordance with the law.

1. Proposed resolution: The General Meeting of the Company approves the ordinary financial statements for the accounting period from 1 January 2025 to 31 December 2025, audited by Grant Thornton Audit s.r.o., with its registered office at Pujmanové 1753/10a, 140 00 Prague 4 – Nusle, Company ID No.: 080 61 017, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 312316, licence number 603 KAČR, in the wording submitted by the Board of Directors.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 421(2)(g) of Act No. 90/2012 Coll., on Business Companies and Cooperatives, as amended, the Business Corporations Act (the “BCA”).

1. Proposed resolution: The General Meeting of the Company approves the consolidated financial statements for the accounting period from 1 January 2025 to 31 December 2025, audited by Grant Thornton Audit s.r.o., with its registered office at Pujmanové 1753/10a, 140 00 Prague 4 – Nusle, Company ID No.: 080 61 017, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 312316, licence number 603 KAČR, in the wording submitted by the Board of Directors.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 421(2)(g) of the BCA.

1. Proposed resolution: The General Meeting of the Company approves the Board of Directors’ proposal for the settlement of the Company’s financial result, namely profit, for the accounting period from 1 January 2025 to 31 December 2025 in the amount of CZK 107,302,924.09 as follows: the profit for the accounting period from 1 January 2025 to 31 December 2025 shall be retained in full in the retained earnings account from previous years.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 421(2)(h) of the BCA.

The reason for retaining the profit for the past accounting period in the retained earnings account from previous years is the need for a financial reserve to complete the revitalisation of the Písek Krašovice airport and to commence construction of Primoco UAV’s new production and administrative facilities in Písek. The objective is to build a modern factory with a capacity of 300 aircraft per year, including administrative facilities, air traffic control, and a training centre. The total production area is 4,500 m², and the total area of administrative and technical facilities is 2,800 m².

The production plant is planned to have an annual production capacity of 300 Primoco One 150 unmanned aircraft or larger aircraft with a wingspan of up to 10 metres. This capacity will be achieved gradually. The existing production premises in Prague-Radotín are insufficient due to the increasing technological and production complexity of the aircraft, sensor integration, and the scope of pre-flight inspections connected with new legislation and certification. The Company has already carried out two optimisations of its current production and has used the expertise of API.

Another reason for investing in the new production plant is commercial. The current customer requires delivery of Primoco One 150 unmanned aircraft, including training, within a matter of months. If the Company does not invest in new production capacity, it will not be able to implement larger orders in progress.

The commencement of construction works is planned for the second half of 2026, with completion scheduled for 2028. The planned investment amounts to approximately CZK 600 million. The project design is being carried out by Qarta Architektura, and technical and financial supervision is being provided by Sentient.

The Company’s Board of Directors considers the above facts to constitute a clearly important reason preventing the distribution of profit to shareholders in the current period, as otherwise the Company would have to cancel the construction of the facilities or incur debt. The first option would harm the Company in terms of development and competitiveness; the second is contrary to the strategy of the Company’s current management, which has transparently communicated since the Company’s admission to the stock exchange that the Company will not use bank loans and will finance its development from its own resources. The Company’s Board of Directors is familiar with the legal regulations and interpretative opinions in the area of profit distribution, and precisely because it fully respects them, it cannot proceed with the distribution of profit to shareholders in the given period, as this would significantly hinder the Company’s development and disrupt its successful operation on the market to date.

1. No vote shall be taken on this item.

Reasoning: The Company’s annual report for 2025 is discussed at the General Meeting in accordance with the law. The Board of Directors’ summary explanatory report concerning the matters set out in the Company’s annual report pursuant to Section 118(5) of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended (the “Capital Market Undertakings Act”), is submitted to the General Meeting in accordance with the law.

1. Proposed resolution: The General Meeting of the Company approves the Board of Directors’ proposal to appoint, for the accounting period from 1 January 2026 to 31 December 2026, Grant Thornton Audit s.r.o., with its registered office at Pujmanové 1753/10a, 140 00 Prague 4 – Nusle, Company ID No.: 080 61 017, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 312316, licence number 603 KAČR, as the auditor.

Reasoning: The auditor for the accounting period from 1 January 2026 to 31 December 2026 is approved by the General Meeting in accordance with the law.

1. Proposed resolution: The General Meeting of the Company approves the remuneration report within the meaning of Section 121o et seq. of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended, audited by Grant Thornton Audit s.r.o., with its registered office at Pujmanové 1753/10a, 140 00 Prague 4 – Nusle, Company ID No.: 080 61 017, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 312316, licence number 603 KAČR, in the wording submitted by the Board of Directors.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 121o(3) of the Capital Market Undertakings Act. The remuneration report is submitted for approval with regard to the approval of the Company’s financial statements under items 6 and 7 above.

1. Proposed resolution: The General Meeting removes the current members from office as members of the Board of Directors, specifically:

The General Meeting elects the following persons to the office of member of the Board of Directors:

• Mr Ladislav Semetkovský, date of birth 8 September 1977, permanently residing at Pod Modříny 167, 251 62 Svojetice;
• Mr Ing. Petr Kováč, date of birth 4 April 1967, permanently residing at K rovinám 544/15, 158 00 Prague 5 – Jinonice; and
• Ms Romana Wyllie, date of birth 21 October 1967, permanently residing at V Údolí 430, 267 11 Vráž.
• Mr Ladislav Semetkovský, date of birth 8 September 1977, permanently residing at Pod Modříny 167, 251 62 Svojetice;
• Mr Ing. Petr Kováč, date of birth 4 April 1967, permanently residing at K rovinám 544/15, 158 00 Prague 5 – Jinonice; and
• Ms Romana Wyllie, date of birth 21 October 1967, permanently residing at V Údolí 430, 267 11 Vráž.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 421(2)(e) of the BCA. The removal and appointment of members of the Board of Directors is proposed with regard to the fact that the current term of office of the members of the Board of Directors will expire in December 2026. The proposed candidates for members of the Company’s Board of Directors are identical to the most recent members of the Board of Directors.

1. Proposed resolution: The General Meeting approves the conclusion of agreements on the performance of office between the Company and:

• Mr Ladislav Semetkovský, date of birth 8 September 1977, permanently residing at Pod Modříny 167, 251 62 Svojetice, with remuneration of CZK 400,000 per month;
• Mr Ing. Petr Kováč, date of birth 4 April 1967, permanently residing at K rovinám 544/15, 158 00 Prague 5 – Jinonice, with remuneration of CZK 25,000 per month; and
• Ms Romana Wyllie, date of birth 21 October 1967, permanently residing at V Údolí 430, 267 11 Vráž, with remuneration of CZK 25,000 per month;

in each case in the wording according to the template attached to the notice of the General Meeting, taking into account the above remuneration.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 59(2) of the BCA. Approval of the agreements on the performance of office is proposed in relation to all proposed members of the Company’s Board of Directors pursuant to the proposal under item 12 above, in wording similar to the agreements on the performance of office that have already been concluded in the past between the Company and members of the Board of Directors.

1. Proposed resolution: The General Meeting elects Ms JUDr. Lenka Holsteinová, date of birth 28 February 1983, permanently residing at Týřovická 1344/2, 153 00 Prague 5 – Radotín, to the office of member of the Supervisory Board.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 421(2)(f) of the BCA. The appointment of the member of the Supervisory Board is proposed with regard to the fact that the office of the above-mentioned substitute member of the Supervisory Board arose by co-option within the meaning of Article 7.5 of the Company’s Articles of Association, and therefore for the purpose of ensuring continuity in the performance of office of the above-mentioned member of the Supervisory Board.

1. Proposed resolution: The General Meeting approves the conclusion of an agreement on the performance of office between the Company and Ms JUDr. Lenka Holsteinová, date of birth 28 February 1983, permanently residing at Týřovická 1344/2, 153 00 Prague 5 – Radotín, in the wording according to the template attached to the notice of the General Meeting.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 59(2) of the BCA. Approval of the agreement on the performance of office is proposed in wording similar to the agreements on the performance of office that have already been concluded in the past between the Company and members of the Supervisory Board.

1. Proposed resolution: The General Meeting removes the current members from office as members of the Audit Committee, specifically:

The General Meeting elects the following persons to the office of member of the Audit Committee:

• Mr Petr Babický, date of birth 6 March 1960, permanently residing at Zámecká 84, 251 64 Mnichovice;
• Mr Jan Venglář, date of birth 17 November 1970, permanently residing at Osadní 1466/5, 170 00 Prague 7 – Holešovice; and
• Mr Rostislav Kuneš, date of birth 24 February 1968, permanently residing at Jana Růžičky 1162/17, 148 00 Prague 4 – Kunratice.
• Mr Petr Babický, date of birth 6 March 1960, permanently residing at Zámecká 84, 251 64 Mnichovice;
• Mr Jan Venglář, date of birth 17 November 1970, permanently residing at Osadní 1466/5, 170 00 Prague 7 – Holešovice; and
• Mr Rostislav Kuneš, date of birth 24 February 1968, permanently residing at Jana Růžičky 1162/17, 148 00 Prague 4 – Kunratice.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of Section 421(2)(f) of the BCA. The removal and appointment of members of the Audit Committee is proposed with regard to the fact that the current term of office of the members of the Board of Directors will expire in January 2027. The proposed candidates for members of the Audit Committee are identical to the most recent members of the Audit Committee.

Record date for participation in the General Meeting and explanation of its significance

The record date for participation in the General Meeting is 8 June 2026 (the “Record Date”). The significance of the record date for participation in the General Meeting lies in the fact that the right to attend the General Meeting and exercise all rights belonging to a shareholder at the General Meeting, including voting rights, belongs exclusively to the person recorded as of the Record Date as the owner of a share (shareholder) of the Company in the book-entry securities register maintained by the Central Securities Depository, or to a person authorised to represent such shareholder at the General Meeting. The Company shall procure an extract from this register as of the Record Date.

Shareholder rights in relation to the General Meeting

Registration and representation of shareholders at the General Meeting

A shareholder may attend the General Meeting in person or by proxy. Each shareholder has the right to grant a power of attorney to any natural or legal person to represent the shareholder at the General Meeting and to exercise shareholder rights on the shareholder’s behalf, including voting rights. For this purpose, a power of attorney form for representation at the General Meeting is available at https://www.uav-stol.com/ under the For Investors – Regulatory Announcements tab. The power of attorney form is also available in hard copy at the Company’s registered office on business days from 9:00 a.m. to 3:00 p.m. A shareholder has the right to request that the power of attorney form be sent to the shareholder, at the shareholder’s expense and risk, in hard copy or by electronic means to the e-mail address semetkovsky@primoco.com or by post to the address of the Company’s registered office. The granting of a power of attorney for representation at the General Meeting, as well as its revocation by the principal, may also be notified electronically at semetkovsky@primoco.com. The electronic notification must bear a recognised electronic signature based on a qualified certificate issued by an accredited certification service provider (the “recognised electronic signature”).

Registration of shareholders or their representatives on the day of the General Meeting will take place from 8:00 a.m. at the venue of the General Meeting. Upon registration, shareholders who are natural persons shall prove their identity with a valid identity document. A member of the statutory body of a shareholder that is a legal entity shall additionally submit a current extract from the relevant public register or another document proving the member’s authority to act on behalf of the company. A shareholder’s proxy shall prove their identity upon registration and shall also submit a written power of attorney, unless the law provides otherwise. A person registered in the book-entry securities register as an administrator or as a person authorised to exercise rights attached to a share shall not submit a power of attorney. A representative whose right to represent a shareholder at the General Meeting arises from a fact other than a power of attorney must prove such fact upon registration. The power of attorney must indicate whether it has been granted for representation at one or more General Meetings. Where the Company has received an electronic notification of the granting of a power of attorney bearing a recognised electronic signature, from which the identity of the signing person can be clearly verified, submission of the written power of attorney upon registration of shareholders or their representatives shall not be required.

Rights connected with participation in the General Meeting

A shareholder is entitled to attend the General Meeting, vote at the General Meeting, request and receive explanations at the General Meeting regarding matters concerning the Company or persons controlled by the Company, provided that such explanation is necessary for the assessment of the content of matters included on the agenda of the General Meeting or for the exercise of shareholder rights at the General Meeting. A shareholder is entitled to submit proposals and counterproposals regarding matters included on the agenda of the General Meeting.

The voting right belonging to a shareholder is determined by the nominal value of the shareholder’s shares, with each CZK 1 of the nominal value of the shares corresponding to one vote. A vote is indivisible. The total number of shares of the Company is 4,708,910, with each share having a nominal value of CZK 1 (nominal value of shares in EUR: 0.036068530207394048692515779981966 EUR). The total number of votes attached to the shares is 4,708,910. Shareholders that are legal entities with their registered office in the Czech Republic, and legal arrangements that are obliged to register their beneficial owner under the Act on the Register of Beneficial Owners, and that do not have any beneficial owner registered as of the date of the General Meeting under the Act on the Register of Beneficial Owners, may not exercise the voting rights attached to their shares at the General Meeting.

A shareholder present at the General Meeting shall vote by raising their hand. Voting by ballot papers shall take place only at the request of a shareholder, if the General Meeting agrees by a simple majority of the votes of the shareholders present. However, even voting by ballot papers shall not be secret. The Company does not allow voting at the General Meeting by correspondence voting or by electronic means.

Voting shall take place in the order: for, against, abstained. Voting shall always take place separately on each individual item of the agenda. The General Meeting shall first vote on the proposal of the Board of Directors or, where applicable, the convener of the General Meeting. If such proposal is not approved, voting shall subsequently take place on counterproposals in the order in which they were raised. Voting shall end at the moment the proposal of the Board of Directors or, where applicable, the convener, or any counterproposal, is approved.

Requests for explanations shall be made by a shareholder present at the General Meeting orally upon invitation by the Chair of the General Meeting or in writing at a designated place. The Chair of the General Meeting is obliged to ensure responses to all requests for explanations regarding matters that are the subject of the General Meeting and that are submitted in accordance with the law and the Articles of Association during the course of the General Meeting. If this is not possible due to the complexity of the explanation, the Company shall provide the explanation to shareholders within 15 days of the date of the General Meeting.

If a shareholder intends to submit a proposal or counterproposal regarding matters on the agenda of the General Meeting, the shareholder shall deliver it to the Company. If the shareholder does so during the General Meeting, the shareholder shall submit it in writing or present it orally before voting on the relevant item of the agenda of the General Meeting begins. The Company’s Board of Directors shall publish without undue delay on the Company’s website all proposals and counterproposals delivered to the Company no later than three days before the General Meeting is held. If proposals and counterproposals are delivered to the Company no later than five days before the General Meeting is held, the Board of Directors shall also publish its opinion on the Company’s website without undue delay. If a proposal or counterproposal contains reasoning, the Board of Directors shall also publish such reasoning. A shareholder also has the right to submit proposals regarding matters that will be included on the agenda of the General Meeting before the notice of the General Meeting is published. The Board of Directors shall publish any proposal delivered to the Company no later than five days before publication of the notice of the General Meeting, together with its opinion, along with this notice on the Company’s website. A proposal or counterproposal and a request for explanation submitted by a shareholder in writing may be presented by the Chair of the General Meeting.

At the request of a shareholder or shareholders of the Company holding shares whose aggregate nominal value amounts to at least 5% of the Company’s registered capital, the Board of Directors shall, provided that each item of the proposal is accompanied by reasoning or a proposed resolution and the request is delivered to the Company no later than 10 days before the record date for participation in the General Meeting, include the matter specified by such shareholder or shareholders on the agenda of the General Meeting. On the basis of a timely delivered request, the Board of Directors shall publish the supplement to the agenda of the General Meeting no later than five days before the record date for participation in the General Meeting in the manner prescribed by law and the Articles of Association for convening the General Meeting.

Documents pursuant to Section 120b(1) of the Capital Market Undertakings Act relating to the General Meeting, i.e. the notice of the General Meeting including proposed resolutions, documents relating to the agenda of the General Meeting (unless otherwise provided by law), the wording of any shareholder proposal or counterproposal, and information on the total number of shares and the total number of votes as of the date of publication of the notice of the General Meeting, may be obtained on the Company’s website at https://www.uav-stol.com/ under the For Investors – Regulatory Announcements tab and at the Company’s registered office on business days from 9:00 a.m. to 3:00 p.m.

In Prague, on 11 May 2026

Ladislav Semetkovský
Chairman of the Board of Directors of Primoco UAV SE

Annexes:

Invitation to the Annual General Meeting (PDF)

Attachment: Contract for the Position of Member of the Holstein Supervisory Board (PDF)

Attachment: Contract for the Performance of Board of Directors Duties (PDF)

Appendix: Power of Attorney Template (PDF)

Statement from the Supervisory Board (PDF)

Remuneration Report for the 2025 Financial Year (PDF)