AGM Information • May 28, 2025
AGM Information
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REGULATED INFORMATION
The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments, which have been admitted for trading on a regulated market.
Cenergy Holdings SA announces that its ordinary shareholders' meeting took place on 27 May 2025. During the meeting, shareholders representing 163,359,680 shares (i.e. 76.96% of the total number of 212,264,903 outstanding shares of the Company's with voting rights, i.e. excluding own shares) were present or represented. This satisfies the quorum requirements under the company's articles of association.
The following decisions were approved during the ordinary shareholders' meeting of 27 May 2025:
• Approval of the annual accounts for the financial year ended 31 December 2024 including allocation of the results contained therein and the distribution of a gross dividend of EUR 0.14 per share.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 163,359,680 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
• Discharge of 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.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 161,435,901 (98.82% of the shares present or represented), against: 1,921,727 (1.18% of the shares present or represented), abstained from voting: 2,052 (0.001% of the shares present or represented).
• Discharge of the statutory auditor from any liability arising from the performance of their duties during the financial year ended on 31 December 2024.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 161,433,901 (98.82% of the shares present or represented), against: 1,921,727 (1.18% of the shares present or represented), abstained from voting: 4,052 (0.002% of the shares present or represented).
• Renewal of 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. Mr. Bedoret will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 156,889,600 (96.04% of the shares present or represented), against: 6,468,080 (3.96% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Renewal of 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. Mr. Kyriakopoulos will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 163,357,660 (99.999% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,020 (0.001% of the shares present or represented).
• Renewal of 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. Mr. Macvicker will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 156,814,427 (95.99% of the shares present or represented), against: 6,543,253 (4.01% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Renewal of 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. Mr. Wiedenmann will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 163,357,680 (99.999% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Renewal of 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. Mrs. Kapetanaki will be remunerated for her mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 163,357,660 (99.999% of the shares present or represented), against: 20 (0% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Renewal of 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. Mrs. Zakos will be remunerated for her mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 156,814,407 (95.99% of the shares present or represented), against: 6,543,273 (4,01% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Appointment of 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 and will be remunerated for her mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 163,357,660 (99.999% of the shares present or represented), against: 20 (0% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Renewal of 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 and will be remunerated for her mandate in accordance with the remuneration policy approved by this shareholders' meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 163,357,660 (99.999% of the shares present or represented), against: 20 (0% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Renewal of 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 and will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 163,357,680 (99.999% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Appointment of 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 and
will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder's meeting under agenda item 10.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 163,357,680 (99.999% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,000 (0.001% of the shares present or represented).
• Approval of fees of statutory auditor in connection with the ESEF reporting for financial year 2024.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 161,435,933 (98.82% of the shares present or represented), against: 1,921,727 (1.18% of the shares present or represented), abstained from voting: 2,020 (0.001% of the shares present or represented).
• Approval of the renewal of the appointment, as statutory auditor, of the audit firm, PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL, represented by Alexis Van Bavel, for a term of three years, and approval of their fees.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 161,437,953 (98.82 % of the shares present or represented), against: 1,921,727 (1.18% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
• Approval of the renewal of the appointment of the audit firm, PwC Bedrijfsrevisoren BV – Reviseurs d'entreprises SRL, represented by Alexis Van Bavel, for the engagement of limited assurance on the sustainability information of the Company for the financial year ending on 31 December 2025, approval of annual fees, and confirmation of the decision of the Company's shareholders' meeting held on 28 May 2024 to appoint PwC Bedrijfsrevisoren BV/PwC Réviseurs d'Entreprises SRL for the same engagement for the financial year ended on 31 December 2024.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 154,234,687 (94.41 % of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 9,124,993 (5.59% of the shares present or represented).
• Approval of 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.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 155,284,629 (95.06% of the shares present or represented), against: 8,073,031 (4.94% of the shares present or represented), abstained from voting: 2,020 (0.001% of the shares present or represented).
• Approval of the remuneration report for the financial year 2024 as set out in the 2024 annual report.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 155,284,629 (95.06% of the shares present or represented), against: 8,073,031 (4.94% of the shares present or represented), abstained from voting: 2,020 (0.001% of the shares present or represented).
• Approval of an extraordinary grant of 25,000 shares of the Company to its CEO.
Number of shares to which corresponded valid votes: 163,359,680 (100% of the shares present or represented). Number of votes for: 158,491,667 (97.02% of the shares present or represented), against: 4,868,013 (2.98% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
Cenergy Holdings is a Belgian holding company listed on both Euronext Brussels and Athens Stock Exchange, investing in leading industrial companies, focusing on the growing global demand of energy transfer, renewables and data transmission. The Cenergy Holdings portfolio consists of Corinth Pipeworks and Hellenic Cables, companies positioned at the forefront of their respective high growth sectors. Hellenic Cables is one of the largest cable producers in Europe, manufacturing power and telecom cables as well as submarine cables. Corinth Pipeworks is a world leader in steel pipe manufacturing for the energy sector and major producer of steel hollow sections for the construction sector. For more information, please visit our website at www.cenergyholdings.com.
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