Cenergy Holdings S.A.

AGM Information • Apr 16, 2025

CENERGY HOLDINGS SA 30 Avenue Marnix, 1000 Brussels, Belgium 0649.991.654 RLE (Brussels)

VOTE BY MAIL

Annual ordinary shareholders' meeting of Cenergy Holdings SA (the Company) of Tuesday, 27 May 2025 at 10.00 am (CET) at the registered offices of the Company, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting).

This signed form must be returned by Wednesday, 21 May 2025 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: administration@cenergyholdings.com.

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 (*)

of Cenergy Holdings SA

registered shares (*)

number

votes by mail in the following way with respect to the annual ordinary shareholders' meeting of the Company that will be held on Tuesday, 27 May 2025 at 10.00 am (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.

• 1. Management report of the Board of Directors on the annual accounts of the Company for the accounting year ended 31 December 2024.
• 1. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2024.
• 1. Presentation of the consolidated financial statements, the management report, and the report of the statutory auditor on the consolidated financial statements.
• 1. Approval of the annual accounts for the financial year ended 31 December 2024 (including the allocation of the results and the distribution of a gross dividend of EUR 0.14 per share).

Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2024, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.14 per share.

	FOR	AGAINST	ABSTAIN
--	-----	---------	---------	--

1. Discharge of liability of the members of the Board of Directors.

Proposed resolution: it is proposed to grant discharge to the members of the Board of Directors from any liability arising from the performance of their duties during the financial year ended on 31 December 2024.

FOR	AGAINST	ABSTAIN

1. Discharge of liability of the statutory auditor.

Proposed resolution: it is proposed to grant discharge to the statutory auditor from any liability arising from the performance of its duties during the financial year ended on 31 December 2024.

FOR AGAINST ABSTAIN
---------------------------

1. Renewal of the mandate of members of the Board of Directors and Appointment of new Board members. All the Board members shall be remunerated in accordance with the remuneration policy submitted for approval to this Meeting under agenda item 10.

Proposed resolution: it is proposed to renew the appointment of Mr. Xavier Bedoret as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mr. Dimitrios Kyriakopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mr. Simon Macvicker as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; FOR AGAINST ABSTAIN Proposed resolution: it is proposed to renew the appointment of Mr. Rudolf Wiedenmann as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; FOR AGAINST ABSTAIN Proposed resolution: it is proposed to renew the appointment of Mrs. Maria Kapetanaki as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; FOR AGAINST ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mrs. Margaret Zakos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to appoint Mrs. Elpida Constantinou as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; Mrs. Constantinou complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question.

FOR AGAINST ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mrs. Eleni Dendrinou as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; Mrs. Dendrinou complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question.

FOR AGAINST ABSTAIN Proposed resolution: it is proposed to renew the appointment of Mr. William Gallagher as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; Mr. Gallagher complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question.

FOR	AGAINST	ABSTAIN
Proposed resolution: it is proposed to appoint	Mr.	Giffin Frederick Daughtridge as independent
		member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary
		shareholders' meeting to be held in 2026; Mr. Daughtridge complies with the criteria of independence
		set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the
2020 Belgian Corporate Governance Code.		The Board of Directors has no indication of any element

that might bring such independence into question. FOR AGAINST ABSTAIN

1. Statutory auditor.

a. Approval of fees of statutory auditor in connection with ESEF reporting for financial year 2024.

Proposed resolution: it is proposed to approve the fees of the statutory auditor, PwC Bedrijfsrevisoren - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), in connection with the ESEF reporting for financial year 2024 for an amount of EUR 16.955 (plus VAT, out-of-pocket expenses and the IRE/IBR fee).

FOR	AGAINST	ABSTAIN

b. Renewal of appointment of statutory auditor and approval of fees.

Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to renew the appointment as statutory auditor of the audit firm, PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), represented by Alexis Van Bavel BV (B00810), registered auditor, as permanent representative, in its turn represented by Alexis Van Bavel, registered auditor, for a term of three years ending at the annual ordinary shareholders' meeting which will approve the annual accounts of the financial year ending on 31 December 2027; and to set its annual fees at EUR 147,070 (excluding VAT, excluding out-of-pocket expenses, excluding the IRE/IBR fee, but including work to be done with respect to ESEFrequirements, and including the audit work with respect to the Greek Branch), subject to indexation on a yearly basis following the evolution of the consumer price index or as agreed between the parties.

FOR AGAINST ABSTAIN
---------------------------

1. Renewal of appointment of assurance service provider for sustainability reporting and approval of fees.

Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to renew the appointment of the audit firm, PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), for the engagement of limited assurance on the sustainability information of the Company which will approve the sustainability information of the financial year ending on 31 December 2025. In compliance with article 3:60 §2 of the Belgian Code of Companies and Associations, the aforementioned firm designates Alexis Van Bavel SRL to carry out the mandate, with Alexis Van Bavel, registered auditor, as permanent representative; to set the fees for this engagement at EUR 115,000 (excluding VAT, excluding out-of-pocket expenses, excluding the IRE/IBR fee); and to confirm the decision of the Company's shareholders' meeting held on 28 May 2024 to appoint PwC Bedrijfsrevisoren BV/PwC Réviseurs d'Entreprises SRL to carry out the assurance engagement on the sustainability information, as set forth in article 3:58, §6 of the Belgian Code of Companies and Associations, for the financial year ended on 31 December 2024. The fee for this engagement amounts to EUR 148,000 (excluding VAT, excluding out-of-pocket expenses, excluding IBR/IRE fee).

1. Approval of the revised remuneration policy.

Proposed resolution: it is proposed to approve the revised remuneration policy drafted in accordance with article 7:89/1 of the Belgian Code of Companies and Associations, as set out in the 2024 annual report.

FOR	AGAINST	ABSTAIN
-----	---------	---------	--

1. Approval of the remuneration report.

Proposed resolution: it is proposed to approve the remuneration report for the financial year 2024 as set out in the 2024 annual report.

	FOR	AGAINST	ABSTAIN
--	-----	---------	---------	--

1. Exceptional grant of 25,000 shares of the Company to its CEO.

Proposed resolution: it is proposed, upon recommendation of the Nomination & Remuneration Committee, to expressly approve an exceptional grant of 25,000 existing shares of the Company, which cliff vest at the end of a three-year vesting period, to the Company's CEO, in view of the successful completion of the share capital increase during the financial year ended 31 December 2024.

	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 Monday 12 May 2025 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.