Cenergy Holdings S.A.

Pre-Annual General Meeting Information • Aug 30, 2024

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

Report of the Board of Directors on the authorised capital drawn up in accordance with article 7:199 of the Belgian Code of Companies and Associations

Dear Shareholders,

In accordance with article 7:199 of the Belgian Code of Companies and Associations (the BCCA), the board of directors (the Board of Directors) of Cenergy Holdings SA (the Company) reports on the proposal to be made to the extraordinary shareholders' meeting to be convened on 2 October 2024 (the Extraordinary Shareholders' Meeting) to grant an authorisation to the Board of Directors to increase the share capital of the Company and, to that end, add a new article 7ter to the articles of association of the Company.

1. Request regarding the authorised capital

The Extraordinary Shareholders' Meeting is respectfully requested to grant an authorisation that will enable the Board of Directors to increase the Company's share capital 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 and that such authorisation shall be susceptible of being used only in one instance for any part or the total of the maximum amount authorised.

The authorisation is requested for a duration of five years, as from publication of the amendment of the articles of association regarding the authorised capital in the Annexes to the Belgian State Gazette (Annexes du Moniteur Belge / Bijlagen bij het Belgisch Staatsblad).

2. Circumstances under which the authorised capital may be used and objectives pursued

The above-mentioned authorisation, if granted by the Extraordinary Shareholders' Meeting, would allow the Board of Directors to use the authorised capital:

i. to bring in fresh capital for the Company from all existing shareholders and/or from new investors based in any specific market;

• ii. to fund ongoing and future investment opportunities and capital expenditure programmes that are in line with the strategy of the Company, including but not limited to investments and expenditures in the United States and Greece; and
• iii. in general, to cover any other circumstances or objectives which the Board of Directors may deem appropriate.

The flexibility of the authorised capital, as opposed to the procedure for increasing the capital by decision of the shareholders' meeting, will allow the Company to act swiftly and efficiently in the above-mentioned circumstances.

If the Board of Directors decides to increase the Company's capital within the framework of the authorised capital, a board report and auditor report to the shareholders will be prepared in accordance with articles 7:179 and 7:198 of the BCCA.

When deciding to increase the Company's capital within the framework of 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). In such case, a detailed justification of the decision to restrict or exclude the preferential subscription right of the existing shareholders, including its consequences for the financial and voting rights of the shareholders, will be included to the aforementioned board report, in accordance with relevant provisions of the BCCA.

The aforementioned board report will provide information on the use of the authorised capital if and when it will be decided by the Board of Directors.

The Board of Directors confirms that the capital increase pursuant to the authorised capital will be in accordance with the Company's corporate interest.

In view of the above, we propose that you grant the authorisation for the Board of Directors to increase the capital of the Company under the circumstances and within the conditions stated above.

On 28 August 2024,

For the Board of Directors,

[signature] Xavier Bedoret Chairman of the Board of Directors

[signature] Dimitrios Kyriakopoulos Executive Vice-Chairman of the Board of Directors