Alternus Energy Group

AGM Information • Sep 23, 2022

ALTERNUS ENERGY GROUP PUBLIC LIMITED COMPANY Company Number: 642708 (the "Company")

Minutes of an Annual General Meeting of the Company held at [Suite 9/10 Plaza 212. Blanchardstown Corporate Park 2., Dublin, D15 PK64 held on 23 September 2022 at 2.00pm Irish time (9.00am Eastern time)

Present:	Vincent Browne (in the Chair) Taliesin Durant (Chief Legal Officer)
In Attendance:	Susanne McMenamin (Matheson) Jack Baker (Computershare)

1. CHAIRMAN / QUORUM

1.1 In accordance with the articles of association of the Company, Vincent Browne as Director and Chairman of the Board, presided as chairperson of the meeting (the "Chairman").

Vanessa Blair (Computershare)

• 1.2 The Chairman welcomed those present and in attendance.
• 1.3 The Chairman, noting that a quorum was present, declared the meeting open.

2. BUSINESS OF THE MEETING

• 2.1 The Chairman noted that there were five items of business on which a vote was to be taken, and that these items were as set forth in the notice of AGM sent to shareholders on 30th August 2022 ("Notice of AGM").
• 2.2 It was proposed that the Notice of AGM be taken as read, which was unanimously agreed by the meeting.
• 2.3 The Chairman noted that, on behalf of the Board, he was formally laying before the meeting, for consideration by the shareholders, the Company's statutory financial statements under Irish law for the fiscal year ended December 31, 2021 (including the reports of the directors and the Irish statutory auditor thereon) and that a review of the Company's 2021 affairs would also be presented.

3. REVIEW OF THE COMPANY'S AFFAIRS

The Chairman presented the trading update and review of the Company's affairs. It was noted that no questions arose in relation to the Company's affairs.

As of and for the six months ended June 30, 2022:

▪ Power production increased to 71 GWh from 23 GWh

• Booked revenues increased to EUR 10.6 million from EUR 5.2 million
• EBITDA increased to EUR 6.4 million from EUR 2 million
• Gross margins for the period were 79% of booked revenues
• Annual recurring revenues now stand at approximately EUR 30 million
• Total owned assets increased to 748 MWP
• Operating assets increased to 168 MWp from 65 MWp in prior year

4. RESOLUTIONS

3.1 The meeting then proceeded to a vote and the Chairman described the voting process and the five items of business on the agenda on which a vote was to be taken.

3.1.1 Resolution 1 - Annual Report and Financial Statements

The Chairman noted that Resolution 1 was an ordinary resolution to review the Company's affairs and consider the Company's Financial Statements for the year ended 31 December 2021, together with the reports of the directors of the Company and statutory auditors.

3.1.2 Resolution 2 – Continuation of Statutory Auditor

The Chairman noted that Resolution 2 was an ordinary resolution to consider the continuation of Mazars as statutory auditor of the Company.

3.1.3 Resolution 3 – Remuneration of Statutory Auditor

The Chairman noted that Resolution 3 was an ordinary resolution to authorise the Board to determine the remuneration of the statutory auditor.

3.1.4 Resolution 4 – Authority to Make Market Purchases

The Chairman noted that Resolution 4 was a special resolution under which shareholders were being asked to authorise the Company and/or any subsidiary (as such expression is defined by Section 7 of the Companies Act 2014) to make market purchases or overseas market purchases (each as defined by Section 1072 of the Companies Act 2014) of ordinary shares of the Company on such terms and conditions and in such manner as the directors of the Company may from time to time determine in accordance with and subject to the provisions of the Companies Act 2014 and to the restrictions and provisions detailed further in the Notice of AGM.

3.1.5 Resolution 5 – Authority to Re-issue Treasury Shares

The Chairman noted that Resolution 5 was a special resolution under which shareholders were being asked to (subject to the passing of Resolution 4) authorise the Company and/or any subsidiary (as such expression is defined by Section 7 of the Companies Act 2014) to re-issue treasury shares. The Chairman noted that the maximum and minimum prices at which such shares may be re-issued are 120% and 95%, respectively of the appropriate price of a share calculated over the five business days immediately preceding the date of such re-issue, as detailed further in the Notice of AGM. The Chairman further noted that if adopted, the authority under this Resolution will expire at next year's annual general meeting or at midnight on the date which is 15 months after the date of this meeting, whichever is the earlier.

• 3.2 Among other matters, the Chairman noted that, as permitted by the Company's articles of association, he was directing that the vote on all resolutions would be taken on a poll.
• 3.3 The Chairman explained that the Company's Registrars would count the votes received on the Poll Cards, calculate the final votes and deliver the results to the Company once they had completed the process, and that the final results of the voting, would be announced through the Euronext Connect Information Service and published on the Company's website as soon as reasonably practicable.
• 3.4 Accordingly, subject only to verification by the final vote count, the Chairman declared that each of the resolutions as set out in the notice of the meeting and accompanying proxy statement, be passed as ordinary and special resolutions, as applicable.

5. CLOSE OF MEETING

There being no further business, the meeting then ended.

Signed: ________________ Chairman

Selected view: All

Alternus Energy Group plc

ANNUAL GENERAL MEETING 2022 (23/09/2022)

The figures in this report are taken from the most recent data on file.

Vote totals
Shares/Units Issued and Outstanding	26,321,286
Proxies Cast Total	11

Resolution	Vote type	Voted	Voted %	% of Issued Share Capital
01, RECEIVE FINANCIAL STATEME	For	11,651,797	99.92	44.27
	Against	0	0.00	0.00
	Votes Withheld	0	0.00	0.00
	Discretion	9,000	0.08	0.03
02, APPROVE MAZARS AS AUDITOR	For	11,651,797	99.92
	Against	0	0.00
	Votes Withheld	0	0.00
	Discretion	9,000	0.08
03, AUTH AUDITOR REMUNERATION	For	11,651,797	99.92	44.27
	Against	0	0.00	0.00
	Votes Withheld	0	0.00	0.00
	Discretion	9,000	0.08	0.03
04, AUTH MARKET PURCHASES For Against Votes Withheld Discretion		11,651,797 0 0 9,000	99.92 0.00 0.00 0.08	44.27 0.00 0.00 0.03
05, DETERMINE TREASURY SHARE	For	11,651,497	99.92	44.27
	Against	300	0.00	0.00
	Votes Withheld	0	0.00	0.00
	Discretion	9,000	0.08	0.03

Scanned	Internet	Keyed	Batch	CREST	Proxymity	Total
0	10	1	0	0	0	11

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