CONVENING NOTICE TO ATTEND THE ANNUAL ORDINARY SHAREHOLDERS’ MEETING TO BE HELD ON 26 MAY 2026

6. 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.

7. Renewal of the mandate of members of the Board of Directors and Appointment of new Board member. All the Board members shall be remunerated for their mandate 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.

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.

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.

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.

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.

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.

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.

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.

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.

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. 

8. Confirmation appointment and duration mandate of the statutory auditor for the assurance of the sustainability information and approval of fees.

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.

9. 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.

10. 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. 

FORMALITIES FOR ADMISSION

In accordance with article 7:134, §2 of the Belgian Code of Companies and Associations and article 19.2 of the articles of association of the Company, the right of a shareholder to vote at the Meeting is subject to the compliance with all formalities described below:

• the registration of the ownership of the shares in the name of the shareholder by Tuesday, 12 May 2026, at midnight (CET) (the Record Date), in the following way:
  • for registered shares, by the registration of these shares in the name of the shareholder in the register of registered shares of the Company; or
  • for dematerialised shares, by the registration of these shares in the name of the shareholder in the accounts of an authorised account holder or central securities depositary. Owners of dematerialised shares must request their financial institution - authorised account holder or central securities depositary - to issue a certificate stating the number of dematerialised shares registered in the name of the shareholder in its books on the Record Date;
• the notification in writing by the shareholder of his/her intention to participate to the Meeting as well as the number of shares for which he/she intends to vote. The Company must receive the confirmation by post or e-mail by Wednesday, 20 May 2026 at 5.00 pm (CET) at the latest, using the form prepared by the Company. The electronic form 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. This form is available on the Company’s website (www.cenergyholdings.com).

Only persons who are shareholders of the Company on the Record Date are entitled to participate in and vote at the Meeting.

AMENDMENT TO THE AGENDA

In accordance with article 7:130 of the Belgian Code of Companies and Associations, one or more shareholders holding together at least 3% of the share capital of the Company may add new items to the agenda of the Meeting or new proposed resolutions concerning items put or to be put on the agenda.

Such request will only be valid if, at the date the Company receives it, it is accompanied by a document establishing the above-mentioned shareholding.

• For registered shares, this document must be a certificate establishing that the corresponding shares are registered in the register of registered shares of the Company.
• For dematerialised shares, this document must be a certificate established by an authorised account holder or a central securities depositary, certifying the registration of the shares in one or more accounts held by such account holder or central securities depositary.

The Company must receive the text of the new items or new proposed resolutions to be put on the agenda on a signed original paper form by Monday, 4 May 2026, at 5.00 p.m. (CET) at the latest. The text can also be communicated to the Company within the same period by electronic means, provided that the communication is 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 agenda, completed on the basis of any requests validly submitted, will be published at the latest on Monday, 11 May 2026.

The Meeting will only examine new items or proposed resolutions to be put on the agenda upon the request of one or more shareholders if the latter have complied with all admission formalities to attend the Meeting.

QUESTIONS 

In accordance with article 7:139 of the Belgian Code of Companies and Associations, shareholders who have completed the formalities for admission to the Meeting may submit written questions, as from the publication of this notice, concerning the items on the agenda to the members of the Board of Directors and/or the statutory auditors. Questions must be received by the Company by letter or e-mail (administration@cenergyholdings.com) by Wednesday, 20 May 2026, at 5.00 p.m. (CET) at the latest.

VOTE BY MAIL

In accordance with article 20.3 of the articles of association of the Company, any shareholder may vote by mail prior to the Meeting. Such vote must be submitted on the form prepared by the Company. The Company must receive the form by post or e-mail by Wednesday, 20 May 2026, at 5.00 p.m. (CET) at the latest. The electronic form 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 form to vote by mail is available on the Company’s website (www. cenergyholdings.com).

VOTING BY PROXY

In accordance with article 7:142 of the Belgian Code of Companies and Associations and article 19.1 of the articles of association of the Company, any shareholder may be represented at the Meeting by a proxyholder. The Company must receive the form by post or email by Wednesday, 20 May 2026, at 5.00 p.m. (CET) at the latest. The electronic form 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 proxy form is available on the Company’s website (www.cenergyholdings.com).

Any appointment of a proxyholder must comply with the applicable Belgian legislation, notably in terms of conflicting interests and record keeping.

PROOF OF IDENTITY AND POWERS

In order to take part in the Meeting, shareholders or holders of other securities as well as proxy-holders must present a proof of their identity and the representatives of legal persons must provide a copy of the documents that attest their identity and powers of representation, in any case at the latest immediately before the opening of the Meeting.

AVAILABILITY OF DOCUMENTS

The annual report and the documents which the law requires to be made available to the shareholders together with the present convening notice are available on the Company’s website (www.cenergyholdings.com), including the form to vote by mail and the proxy form.

The shareholders may also review upon request all documents which the law requires to make available to them on business days and during normal office hours, at the registered office of the Company (30, avenue Marnix, 1000 Brussels, Belgium).

COMMUNICATIONS TO THE COMPANY

Prior written questions concerning items on the agenda, requests to amend the agenda of the Meeting, forms to vote by mail, proxy forms, all certificates and other documents which must be communicated to the Company pursuant to the present convening notice must be exclusively addressed to Ms. Catherine Massion, Cenergy Holdings SA (30 avenue Marnix, 1000 Brussels, Belgium / e-mail: administration@cenergyholdings.com / tel: + 32 2 224 09 60) in accordance with the modalities specified in the present convening notice.  

The Board of Directors

Attachments

• 2026 05 26 Cenergy - Convening notice (EN)
• 2026 05 26 - CEN Vote by mail EN
• 2026 05 26 - CEN Number of Shares EN
• 2026 05 26 - CEN Proxy EN
• 2026 05 26 CEN Confirmation of Participation - EN