Cenergy Holdings S.A. — Proxy Solicitation & Information Statement 2020

Apr 24, 2020

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

VOTE BY MAIL

Annual ordinary and extraordinary shareholders' meeting of Cenergy Holdings SA (the Company) of Tuesday, 26 May 2020 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 Friday, 22 May 2020 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.

In the context of the Covid-19 pandemic and in accordance with the Royal Decree no. 4 of April 9, 2020, a simple electronic copy of the signed document is sufficient.

The undersigned (name and first name / name of the company)

………………………………………………………………………………………………………….......

Domicile / Registered office

…………………………………………………………………………………………………………….. ……………………………………………………………………………………………………………...

votes by mail in the following way with respect to the annual ordinary and extraordinary shareholders' meeting of the Company that will be held on Tuesday, 26 May 2020 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 : (**)

number

(*) Cross out what is not applicable.

(**) Please tick the appropriate boxes.

A. Ordinary shareholders' meeting

• 1. Management report of the Board of Directors on the annual accounts of the Company for the accounting year ended 31 December 2019.
• 1. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2019.
• 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 2019 (including the allocation of the results).

Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2019, including the allocation of results contained therein.

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 2019.

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 2019.

FOR	AGAINST		ABSTAIN

1. Renewal of the mandates of members of the Board of Directors and appointment of new member.

Proposed resolution: it is proposed to renew the appointment of Mr. Jacques Moulaert 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 2021.

FOR AGAINST ABSTAIN
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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 2021.

FOR	AGAINST	ABSTAIN

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 2021.

FOR AGAINST ABSTAIN
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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 2021.

FOR AGAINST	ABSTAIN
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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 2021.

FOR	AGAINST		ABSTAIN
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Proposed resolution: it is proposed to appoint Ms. Marina Sarkisian-Ochanesoglou 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 2021; Ms. Sarkisian-Ochanesoglou complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

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 2021; Mr. Gallagher complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code, except for the criterion set out in paragraph 3.5.9.; the spouse of Mr. Gallagher has been nominated as independent board member of ElvalHalcor, a Greek company related to Cenergy Holdings. Based on the professional profile and experience of both persons involved, the Board takes the view that his independence is not compromised.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mr. Manuel Iraola 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 2021; Mr. Iraola complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to renew the appointment of Mr. Joseph Rutkowski 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 2021; Mr. Rutkowski complies with the criteria of independence set forth in Principle 3.5 of the Belgian Corporate Governance Code.

FOR AGAINST ABSTAIN

8. Approval of the remuneration report (including the remuneration policy).

Proposed resolution: it is proposed to approve the remuneration report for the financial year 2019 as set out in the 2019 annual report, including the remuneration policy.

FOR AGAINST ABSTAIN
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9. Approval of the remuneration of the members of the Board of Directors.

Proposed resolution: it is proposed to grant to each member of the Board of Directors a gross fixed remuneration of EUR 25,000. In addition to this remuneration, it is proposed to grant (i)to each member of the audit committee a gross fixed remuneration of EUR 25,000, and (ii) to each member of the nomination and remuneration committee a gross fixed remuneration of EUR 25,000. These amounts will remunerate the performance of their mandate during the period between 26 May 2020 and the annual ordinary shareholders' meeting of 2021.

Β. Extraordinary general meeting

1. Amendment of the articles of association in order to align those with the Belgian Code of Companies and Associations and to bring technical improvements.

Proposed resolution: it is proposed to replace the text of article 1 of the articles of association as follows:

1. The present company is a listed public limited liability company under Belgian law, (société anonyme) having the corporate name "CENERGY HOLDINGS" (the Company).

	FOR	AGAINST	ABSTAIN
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Proposed resolution: it is proposed to add the text of article 3.3 of the articles of association as follows:

3.3 The website of the Company is www.cenergyholdings.com . The company may be reached at the following e-mail address: administration@cenergyholdings.com.

FOR AGAINST ABSTAIN
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Proposed resolution: it is proposed to replace the text of article 5.1 of the articles of association as follows:

5.1 The share capital of the Company is set at EUR 117,892,172.38. It is represented by 190.162.681 shares without nominal value, each one representing 1/190,162,681 of the share capital, all fully paid up.

Proposed resolution: it is proposed to replace the text of article 7.1 of the articles of association as follows:

7.1 In case of a capital increase through a contribution in cash, the existing shareholders have the right to subscribe to such shares by preference in proportion to the number of shares held by them in the Company's share capital pursuant to article 7:188 of the Belgian Code of Companies and Associations. The period during which the right to subscribe to such shares by preference may be exercised, is determined by the general meeting the period, may not be less than fifteen (15) days from the date of the start of the announced subscription period. The right to subscribe to such shares by preference is negotiable throughout the subscription period to the extent that the shares may be transferred. The Board may decide that the total or partial non-use by the shareholders of their preferential subscription rights has the effect of proportionately increasing the proportion of shareholders who have already exercised their subscription rights and will set the terms of such subscription. The Board of Directors may also enter into all agreements, under the terms and conditions it deems fit, to ensure the subscription of part or all of the shares to be issued.

	FOR	AGAINST	ABSTAIN
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Proposed resolution: it is proposed to replace the text of article 7.2 of the articles of association as follows:

7.2 The general meeting of shareholders, acting in accordance with article 7:191 of the Belgian Code of Companies and Associations on the quorum and majority requirements for amending the articles of association, may restrict or cancel the preferential subscription right for a purpose that is in the best interest of the Company.

FOR AGAINST ABSTAIN
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Proposed resolution: it is proposed to replace the text of article 12.5 of the articles of association as follows:

12.5 The board of directors may adopt unanimous written decisions. Each member of the Board may provide his or her consent in counterparts and the totality of the consents shall constitute the proof that the decisions were adopted. The date of such decisions shall be the date of the last signature.

	FOR		AGAINST			ABSTAIN
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Proposed resolution: it is proposed to replace the text of article 17.2 of the articles of association as follows:

17.2 Without prejudice to any other power provided for in the law and these articles of association, the general meeting has exclusive competence to resolve on the following matters:

• any amendment of the articles of association (including the modification of the corporate name);
• the modification of the corporate object or purpose;
• any share capital increase and waiver/restrictions to the preferential subscription rights or share capital decrease;
• any authorisation to be granted to the board of directors to increase the capital in the scope of the authorised capital or any renewal of such authorisation;
• any conversion of one category of shares into shares of another category and the creation of a new category of shares;
• the acquisition of own shares, pledge on own shares and financial assistance;
• the transfer of the registered office of the Company abroad;
• the appointment/re-appointment and dismissal of the members of the Board (except in the case set forth in article 16.1 of these articles of association);
• the approval of the remuneration of the members of the board of directors;
• the approval of the remuneration report;
• the appointment of the statutory auditors and potential dismissal for legitimate reasons of the statutory auditors;
• the determination of the statutory auditor's fees;
• the discharge of liability to the members of the board of directors and the statutory auditors;
• the issue of bonds;
• the approval of the annual accounts and the allocation of profits (except interim dividend);
• any merger, demerger, transformation, contribution of universality, liquidation or dissolution of the Company;
• the appointment of liquidators;
• the initiation of a liability claim against the members of the board of directors and/or the auditors;
• the granting to third parties rights that substantially affect the Company's assets and liabilities or give rise to a debt or substantial commitment on its part, if the exercise of such rights is subject to the condition precedent of the launch of a takeover bid or a change of control;
• the decisions during a takeover that significantly change the composition of the assets or liabilities or consist in commitments without effective consideration for the Company.

Proposed resolution: it is proposed to replace the text of article 18.2 of the articles of association as follows:

18.2 The general meeting must be convened by the board of directors upon written request from one or more shareholders representing at least 10% of the share capital of the Company, addressed to the board of directors and including the agenda. In such case, the general meeting must be convened and be held at least thirty days after the date of publication of the convening notice.

FOR		AGAINST		ABSTAIN

Proposed resolution: it is proposed to replace the text of article 18.4 of the articles of association as follows:

18.4 The convening notice for any general meeting must include the agenda, the day, the location and time, information regarding the right of the shareholders to add items to the agenda of the general meeting, the specific and clear description of the procedures to be followed by the shareholder in order to be able to participate and vote at the general meeting and any other information required under the Belgian Code of Companies and Association.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to replace the text of article 18.5 of the articles of association as follows:

18.5 The convening notices must be communicated to the holders of registered shares, the members of the board of directors and to the statutory auditor(s) of the Company, thirty days prior to the general meeting.

Proposed resolution: it is proposed to replace the text of article 19.1 of the articles of association as follows:

19.1 Any shareholder with a voting right may (i) attend the general meeting in person, (ii) appoint another person, either shareholder or not, as his proxyholder or (iii) vote by mail. The appointment of the proxyholder or the vote by mail is recorded on a form made available by the Company and signed by the shareholder by hand or electronically (in which case the form shall be signed by means of an 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 signed original in paper or the electronic form must be received by the Company at the latest on the 6th calendar day preceding the day of the general meeting.

	FOR	AGAINST	ABSTAIN
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Proposed resolution: it is proposed to replace the text of article 19.2 of the articles of association as follows:

19.2 The right of a shareholder to participate in a general meeting and to exercise his or her voting right is subject to:

(a) the registration of ownership of the shares recorded in his or her name, at 24:00 (Belgian time), on the fourteenth calendar day preceding the date of the general meeting (the "Record Date"):

• - either through registration in the shareholders' register in the case of registered shares; or
• - through the book-entry in the accounts of an authorised account holder or clearing institution in the case of dematerialised shares; and

(b) the notification by the shareholder to the Company (or the person designated by the Company) the latest on the sixth calendar day preceding the day of the general meeting of his or her intention to participate in the general meeting as set out in the convening notice. In addition, holders of dematerialised shares must, at the latest on the same day, provide the Company (or the person designated by the Company) with an original certificate issued by an authorised account holder or a clearing institution certifying the number of shares owned on the Record Date by the relevant shareholder and for which it has notified his or her intention to participate in the general meeting.

FOR AGAINST ABSTAIN
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Proposed resolution: it is proposed to replace the text of article 20.3 of the articles of association as follows:

20.3 If the convening notice provides so, each shareholder may vote in advance of the general meeting through a voting form sent to the Company's registered office or to the address specified in the convening notice. The voting form shall be signed by the shareholder by hand in case a paper form is used or electronically in case an electronic form is used (in which case the form shall be signed by means of an 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 shareholders may only use voting forms provided by the Company and containing at least their names and addresses, the place, date and time of the meeting, the agenda of the meeting, the resolutions submitted to the meeting, as well as for each resolution, three boxes allowing the shareholder to vote in favour of or against the proposed resolution or to abstain from voting thereon by ticking the appropriate box and the number of shares voted. The Company will only take into account voting forms received at the latest on the sixth calendar day prior to the general meeting of shareholders to which they relate.

FOR AGAINST ABSTAIN

Proposed resolution: it is proposed to replace the text of article 22.1 of the articles of association as follows:

22.1 The resolutions of the general meeting are adopted with at least the majority of the votes at the general meeting, without prejudice to stricter majority requirements set forth in the Belgian Code of Companies and Associations.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to replace the text of article 22.2 of the articles of association as follows:

22.2 Abstentions and null votes at the general meetings of shareholders are disregarded for the calculation of the required majority.

FOR		AGAINST		ABSTAIN

Proposed resolution: it is proposed to replace the text of article 23.2 of the articles of association as follows:

23.2 Copies and extracts of such original minutes to be submitted in court or delivered to third parties, are certified as true copies by the notary to whom the original deed has been deposited if the resolutions of the meeting were transcribed into a notarial deed, or must be signed by the chairman of the board of directors or by two members of the board of directors in case of a general meeting which is not held before the notary.

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to replace the text of article 28 of the articles of association as follows:

28. The board of directors may decide to pay interim dividends in accordance with the conditions set forth in article 7:213 of the Belgian Code of Companies and Associations.

FOR	AGAINST	ABSTAIN
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Proposed resolution: it is proposed to replace the text of article 29.3 of the articles of association as follows:

29.3 If the net assets are reduced to an amount that is less than the minimum amount set in the Belgian Companies Code of Companies and Associations, each interested party may request the dissolution of the Company before a court. The court may, as the case may be, grant a grace period to the Company in order to regularise its situation.

FOR	AGAINST	ABSTAIN
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1. Coordination of the articles of association.

Proposed resolution: it is proposed to grant powers to the notary for the coordination of the articles of associations and the filing of the consolidated version with the commercial registry.

FOR	AGAINST	ABSTAIN

The shareholder who has cast his vote by validly returning the present form to the Company cannot by proxy at the Meeting for the number of votes already cast.

*

If the Company publishes at the latest on Monday 11 May 2020 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.