AGM Information • Aug 30, 2024
AGM Information
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Extraordinary shareholders' meeting of Cenergy Holdings SA (the Company) of Wednesday, 2 October 2024 at 3.00 pm (CET) at the registered offices of the Company, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting).
This signed form must be returned by Thursday, 26 September 2024 at 5.00 pm (CET) at the latest to:
(1) by mail
Cenergy Holdings SA Catherine Massion 30 Avenue Marnix 1000 Brussels (Belgium)
OR
(2) by electronic mail
A copy of the signed form must be sent to: [email protected].
All electronic mail must be signed by electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation.
The undersigned (name and first name / name of the company)
…………………………………………………………………………………………………………....... Domicile / Registered office …………………………………………………………………………………………………………….. ……………………………………………………………………………………………………………... Owner of dematerialised shares (*) registered shares (*) of Cenergy Holdings SA
number
votes by mail in the following way with respect to the extraordinary shareholders' meeting of the Company that will be held on Wednesday, 2 October 2024 at 3.00 pm (CET) at the registered offices, 30 Avenue Marnix, 1000 Brussels, Belgium with all above-mentioned shares.
The vote of the undersigned on the proposed resolutions is as follows: (**)
(*) Cross out what is not applicable. (**) Please tick the appropriate boxes.
Proposed resolution: adding a new article 7ter to the articles of association of the Company as follows:
7ter.1. The board of directors is authorised to increase the share capital of the Company with up to EUR 200 million (including issue premium) by contributions in cash (it being understood that the amount of the subscribed capital will not exceed the amount of the capital of the Company prevailing on 2 October 2024), such authorisation being exercisable in one instance only for any part or the total of the maximum amount authorised for a period of five years as from the date of publication of the amendment of the articles of association resolved upon by the extraordinary shareholders' meeting of 2 October 2024 in the Annexes to the Belgian State Gazette. When deciding to use the authorised capital, the board of directors may restrict or exclude the preferential subscription right of the existing shareholders (including to the benefit of one or more specified persons other than members of the personnel).
7ter.2. Upon completion of the capital increase within the limits of the authorised capital, this article 7ter will be deleted from the articles of association of the Company.
7ter.3. The board of directors is authorised, with the possibility of substitution, to amend the articles of association of the Company after the capital increase has been effected within the limits of the authorised capital, in order to bring them in line with the new status of the capital and the shares and to delete this article 7ter."
Proposed resolution: granting powers to the notary for the coordination of the articles of associations and the filing of the consolidated version with the registry of the competent enterprise court.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
The shareholder who has cast his vote by validly returning the present form to the Company cannot vote in person or by proxy at the Meeting for the number of votes already cast.
*
If the Company publishes at the latest on Tuesday, 17 September 2024 a revised agenda for the Meeting to include new items or proposed resolutions upon the request of one or more shareholders in execution of Article 7:130 of the Belgian Code of Companies and Associations, the present form will remain valid for the items on the agenda it covers, provided it has validly reached the Company prior to the publication of such revised agenda. Notwithstanding the above, the vote cast in the present form on an item on the agenda will be null and void if the agenda has been amended concerning this item to include a new proposed resolution in application of Article 7:130 of the Belgian Code of Companies and Associations.
Done at …………………………………………., on …………………….
Signature(s): ……………………………………….(***)
(***) Legal entities must specify the name, first name and title of the natural person(s) who sign on their behalf.
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