Cenergy Holdings S.A. — Proxy Solicitation & Information Statement 2021

Apr 20, 2021

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, 25 May 2021 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, 19 May 2021 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, a simple electronic copy of the signed document is sufficient.

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 annual ordinary shareholders' meeting of the Company that will be held on Tuesday, 25 May 2021 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 2020.
• 1. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2020.
• 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 2020 (including the allocation of the results).

Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2020, 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 2020.

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 2020.

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. 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 2022;

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 2022;

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 2022;

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 2022;

FOR	AGAINST	ABSTAIN

Proposed resolution: it is proposed to appoint Ms. 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 2022;

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

Proposed resolution: it is proposed to renew the appointment of Ms. 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 2022;

	FOR		AGAINST			ABSTAIN
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Proposed resolution: it is proposed to renew the appointment of 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 2022; 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 2022; Mr. Gallagher 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. 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 2022; 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 2022; 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 policy.

Proposed resolution: it is proposed to approve the remuneration policy drafted in accordance with article 7:89/1 of the Belgian Code of Companies and Associations, as set out in the 2020 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 2020 as set out in the 2020 annual report.

FOR	AGAINST	ABSTAIN

1. 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 25 May 2021 and the annual ordinary shareholders' meeting of 2022.

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 10 May 2021 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.