Cenergy Holdings S.A. — Proxy Solicitation & Information Statement 2026

Apr 21, 2026

C

CENERGY

HOLDINGS

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, 26 May 2026 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, 20 May 2026 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

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votes by mail in the following way with respect to the annual ordinary shareholders' meeting of the Company that will be held on Tuesday, 26 May 2026 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 2025.
2. Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2025.
3. Presentation of the consolidated financial statements, the management report, and the report of the statutory auditor on the consolidated financial statements.
4. Approval of the annual accounts for the financial year ended 31 December 2025 (including the allocation of the results and the distribution of a gross dividend of EUR 0.26 per share).

Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2025, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.26 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 2025.

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 2025.

FOR
AGAINST
ABSTAIN

1. Renewal of the mandate of members of the Board of Directors and Appointment of new Board member. All the Board members shall be remunerated in accordance with the remuneration policy submitted for approval to this Meeting under agenda item 9.

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 2027;

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 2027;

FOR
AGAINST
ABSTAIN

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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 2027;

FOR
AGAINST
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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 2027;

FOR
AGAINST
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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 2027;

FOR
AGAINST
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ABSTAIN
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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 2027;

FOR
AGAINST
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ABSTAIN
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Proposed resolution: it is proposed to renew the 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 2027; 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
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ABSTAIN
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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 2027; 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
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ABSTAIN
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Proposed resolution: it is proposed to renew the 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 2027; 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
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ABSTAIN
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Proposed resolution: it is proposed to appoint Mr. Alexandros Michas 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 2027; Mr. Michas 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
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ABSTAIN
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1. Confirmation appointment and duration mandate of the statutory auditor for the assurance of the sustainability information and approval of fees.

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Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to confirm the decision of the Company's shareholders' meeting held on 27 May 2025 to appoint PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (registered office in, 1831 Diegem, Culliganlaan 5, Belgium), permanently represented by Alexis Van Bavel, for the engagement of limited assurance on the sustainability information of the Company; and to confirm that the term of this mandate is three years, which started on 27 May 2025 and will end 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 115,000 (excluding VAT, excluding out-of-pocket expenses, excluding the IRE/IBR fee), subject to indexation on a yearly basis following the evolution of the consumer price index or as agreed between the parties.

FOR
AGAINST
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ABSTAIN
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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 2025 annual report.

FOR
AGAINST
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ABSTAIN
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1. Approval of the remuneration report.

Proposed resolution: it is proposed to approve the remuneration report for the financial year 2025 as set out in the 2025 annual report.

FOR
AGAINST
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ABSTAIN
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*

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 11 May 2026 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.