Cenergy Holdings S.A.

Share Issue/Capital Change • Oct 8, 2024

IMPORTANT NOTICE - DISCLAIMER THIS ANNOUNCEMENT IS NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THIS ANNOUNCEMENT WOULD BREACH ANY APPLICABLE LAW OR REGULATION OF OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.

ANNOUNCEMENT OF THE PUBLICATION OF THE PROSPECTUS OF CENERGY HOLDINGS S.A.

Brussels, 8 October 2024

Cenergy Holdings S.A. (the "Company" or "Cenergy") announces that, as of 8 October 2024, it makes available to investors the prospectus (the "Prospectus") relating to (i) the public offer in Belgium (the "Belgian Public Offer") and Greece (the "Greek Public Offer", and together with the Belgian Public Offer, the "Public Offer"), and private placements to certain institutional investors (the "Institutional Offer" and, together with the Public Offer, the "Offer") in various jurisdictions in reliance upon the exemptions from the requirement to publish a prospectus under Regulation (EU) 1129/2017 (the "Prospectus Regulation") and other applicable laws, of new ordinary shares of no nominal value of the Company (the "New Shares"), which will be issued in the context of the share capital increase of the Company by a maximum amount of €200,000,000 (including issue premium) (the "Capital Increase"), at a price per New Share (the "Offer Price") to be determined after the Offer Period which shall not be higher than €9.86 per New Share (the "Maximum Offer Price"); and (ii) the admission to trading of the New Shares on the regulated market of Euronext Brussels and the Main Market of the Regulated Securities Market of the Athens Exchange (the "ATHEX"). Goldman Sachs International is acting as sole global coordinator and joint bookrunner for the Offer, Alpha Bank S.A. and HSBC Continental Europe are acting as joint bookrunners for the Offer, and Eurobank S.A., Euroxx Securities S.A., National Bank of Greece S.A., Optima bank S.A., Pantelakis Securities S.A., Piraeus Bank S.A. and ING Belgium NV/SA are acting as co-lead managers for the Offer.

The Belgian Financial Services and Markets Authority (the "FSMA") approved the Prospectus in accordance with Article 20 of the Prospectus Regulation on 7 October 2024. The FSMA only approved the Prospectus (including the summary of the Prospectus) as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the New Shares that are the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the New Shares. The Prospectus has, following its approval by the FSMA, been notified to the Hellenic Capital Market Commission (the "HCMC") for passporting in accordance with Articles 24 and 25 of the Prospectus Regulation.

The Prospectus is available in English and the Summary of the Prospectus is also available in Greek, French and Dutch. The Company is responsible for the consistency between the English and Greek, French and Dutch versions of the Summary of the Prospectus. Without prejudice to the responsibility of the Company for inconsistencies between the different language versions of the Summary of the Prospectus, in the case of discrepancies between the different versions of the Summary, the English version will prevail. However, the translations may be referred to by investors in transactions with the Company.

Set out below is the expected timetable for the Offer and the admission to trading of the New Shares on the regulated market of Euronext Brussels and the Main Market of the Regulated Securities Market of the ATHEX:

Approval of the Prospectus by the FSMA	7 October 2024
Passporting of the Prospectus with the HCMC	7 October 2024
Publication of the Prospectus (before opening of Euronext Brussels and
the ATHEX)	8 October 2024
Publication of announcement regarding Prospectus availability and
investor invitation to the Public Offer according to applicable laws and
regulations (before opening of Euronext Brussels and the ATHEX)	8 October 2024
Start of the Offer Period (for each of the Belgian Public Offer, the Greek
Public Offer and the Institutional Offer)	8 October 2024
End of the Offer Period (for each of the Belgian Public Offer, the Greek
Public Offer and the Institutional Offer)	10 October 2024
Determination of the Offer Price and expected date of entry into the
Underwriting Agreement	10 October 2024
Publication of the Offer Price and the number of New Shares	11 October 2024
Publication of the results of the Offer	15 October 2024
Listing Date (ultimate date of approval by Euronext Brussels of the
admission of the New Shares to listing and trading on the regulated
market of Euronext Brussels and date of approval by the ATHEX of the
admission of the New Shares to listing and trading on the Main Market
of the Regulated Securities Market of the ATHEX)	15 October 2024
Settlement Date (payment and crediting of New Shares to investors'
securities accounts in DSS or via Euroclear Belgium, as applicable)	15 October 2024
Publication of announcement stating the start of trading date of the New
Shares on the regulated market of Euronext Brussels and the Main
Market of the Regulated Securities Market of the ATHEX	15 October 2024
Start of trading of the New Shares on the regulated market of Euronext
Brussels and the Main Market of the Regulated Securities Market of the
ATHEX	16 October 2024

The Company may amend the dates and periods indicated in the above timetable and throughout the Prospectus. If the Company decides to amend such dates, times or periods, it will notify Euronext Brussels and the ATHEX and will duly and timely inform investors pursuant to a regulatory announcement that will also be posted on the websites of the Company, Euronext Brussels and the ATHEX. Insofar as legally required, the Company will furthermore publish a supplement to the Prospectus.

The Prospectus in English as well as the Summary in Greek have been made available to investors, as of 8 October 2024, in accordance with Article 21, paragraph 2 of the Prospectus Regulation, in electronic form on the internet at websites of:

• the Company: (https://cenergyholdings.com/investors/shareholders-information/offeringmaterials/),
• Alpha Bank S.A: (https://www.alpha.gr/el/idiotes/ependuseis/xrimatistiriakesupiresies/enimerotika-deltia),
• Eurobank S.A.: (https://www.eurobank.gr/el/omilos/enimerosi-ependuton/enimerotikadeltia/enimerotika-deltia-sumboulos-anadoxos-trapeza-eurobank-ergasias-ae),
• Euroxx Securities S.A.: (https://www.euroxx.gr/gr/content/article/cenergyholdings),
• National Bank of Greece S.A.: (https://www.nbg.gr/el/footer/enimerwtika-deltia),
• Optima bank S.A.: (https://www.optimabank.gr/business/investment-banking/enimerotikapliroforiaka-deltia),
• Pantelakis Securities S.A.: (https://www.pantelakis.gr/pantelakis/services/amk-cenergy/), and

Piraeus Bank S.A.: (https://www.piraeusholdings.gr/cenergyholdings).

Moreover, the Prospectus in English and the Summary (as the case may be) in Greek, French and Dutch have been made available at the websites of:

• the FSMA: (www.fsma.be),
• the ATHEX: ( https://www.athexgroup.gr/el/companies-information-memoranduminformative-material), and
• the HCMC: (www.hcmc.gr/el_GR/web/portal/elib/deltia).

In addition, during the Public Offer, printed copies of the Prospectus in English and the Summary also in Greek, French and Dutch will be made available to investors upon request at no cost at the registered office of the Company, at 1000 Brussels, 30 Avenue Marnix, Belgium. Upon request made to the Greek Managers (as defined in the Prospectus), the Prospectus in English and the Summary in Greek are expected to be made available at the offices of Alpha Bank S.A. (45 Panepistimiou Str., Athens 10564, Greece), Eurobank S.A. (2-6 Pesmazoglou Str., Athens 10559, Greece), the offices of Euroxx Securities S.A. (7 Paleologou Str., Chalandri 15232, Greece), the offices and the branch of National Bank of Greece S.A.(128-132 Athinon Ave. and Ifigenias Str., Athens 10442, Greece and 86 Aiolou Str., Athens 10559, Greece ), the offices of Optima bank S.A. (32 Aigialeias & Paradissou Str. Marousi 15125, Greece), the offices of Pantelakis Securities S.A. (57Β Ethnikis Antistaseos Str., Chalandri 15231, Greece) and the offices and the branch of Piraeus Bank S.A. (10 Stadiou Str., Athens 10564, Greece and 31 Panepistimiou Str., Athens 10564, Greece).

Further information concerning the Company, the New Shares, the Public Offer (such as, indicatively, and not restrictively, the procedure for the participation of investors in the Public Offer and the terms and conditions of the offering and allocation of the New Shares) and the Institutional Offer are set out in the Prospectus and, more particularly, under Part 14 "Information on the Offer" thereof.

Prospective investors seeking additional information may contact Shareholder Services of the Company: (+30) 210 67 87 773 (responsible person: Sofia Zairi).

Brussels, 8 October 2024

Cenergy Holdings S.A.

IMPORTANT DISCLAIMER

The information contained in this announcement is for background purposes only and does not purport to be full or complete.

Neither this announcement nor anything contained in it shall form the basis of, or be relied upon in conjunction with, any offer or commitment whatsoever in any jurisdiction. Investors should not acquire any New Shares except on the basis of the information contained in the Prospectus. Potential investors must read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. This announcement and the approval of the Prospectus, as the case may be, should not be understood as an endorsement of the New Shares offered or admitted to trading on a regulated market. The value of the New Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the intended offering for the person concerned.

This announcement has been prepared for information purposes only and does not constitute or form a part of any offer of securities for sale or solicitation of an offer to purchase or subscribe for securities in any jurisdiction, including, without limitation, in the United States, Australia, Canada, and Japan or in any other jurisdiction. The New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") and may not offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, registration under the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. No public offering of securities will be made in the United States. Further, any such New Shares may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such New Shares in, the relevant jurisdiction.

Any offer of New Shares in any member state of the European Economic Area (the "EEA"), other than Belgium and Greece (each such member state, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of shares. As a consequence, the New Shares may only be offered and sold in any Relevant Member State pursuant to an exemption under the Prospectus Regulation. In any such Relevant Member State, the announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.

Any offer of the New Shares in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") from the requirement to publish a prospectus for offers of shares. As a consequence, the New Shares may only be offered and sold in the United Kingdom pursuant to an exemption under the UK Prospectus Regulation. In the United Kingdom, the announcement is being distributed only to, and is directed only at, "qualified investors" within the meaning of Regulation 2(e) of the UK Prospectus Regulation as amended and supplemented (including by the UK Prospectus Amendment Regulations 2019 and Financial Services and Market Act 2000 (Prospectus) Regulation 2019), who are also persons: (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); (ii) who are high net worth bodies corporate, unincorporated associations and partnerships or the trustee of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated.

The date of completion of listing of the New Shares on the regulated market of Euronext Brussels and the Main Market of the Regulated Securities Market of the ATHEX may be influenced by things such as market conditions. There is no guarantee that such listing will occur and potential investors should not base their financial decisions on the Company's intentions in relation to such listing at this stage.

This announcement contains statements which are "forward-looking statements" or could be considered as such. Forward-looking statements are sometimes identified by the use of forwardlooking terminology such as "aim", "anticipate", "believe", "estimate", "expect", "intend", "may", "plan", "predict", "project", "target", "potential", "would", "could", "should", "continue", or the negative thereof, other variations thereon or similar expressions. Other forward-looking statements can be identified by the context in which the statements are made. By their nature, forward-looking statements involve risks and uncertainties and readers are warned that none of these forward-looking statements offers any guarantee of future performance. Actual results may differ materially from those predicted by the forward-looking statements. The Company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.

In connection with the Offer, any of Goldman Sachs International, Alpha Bank S.A., HSBC Continental Europe, Eurobank S.A., Euroxx Securities S.A., National Bank of Greece S.A., Optima bank S.A., Pantelakis Securities S.A., Piraeus Bank S.A. and ING Belgium NV/SA (together, "Underwriters") and any of their affiliates may, without prejudice to Article 7 of the Belgian Primary Markets Royal Decree, take up a portion of the New Shares in the Offer as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such New Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in this announcement to the New Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Underwriters and any of their affiliates acting in such capacity. In addition any of the Underwriters and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and any of their affiliates may from time to time acquire, hold or dispose of New Shares.

The Underwriters do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of the Underwriters nor any of their affiliates nor any of their or their respective affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Each of the Underwriters is acting on behalf of the Company and no one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. For the avoidance of doubt, however, the Underwriters acting exclusively for the Company will be without prejudice to their obligations under Directive 2014/65/EU, as amended.