Share Capital Increase – October 2024

Share Capital Increase - October 2024

Cenergy Holdings is proceeding with a share capital increase (the “Share Capital Increase”), with the new shares being offered (i) in Belgium and Greece, through an offer to the public within the meaning of Article 2(d) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended and in force (the “Prospectus Regulation”); and (ii) through private placements to certain qualified and/or institutional investors in reliance on one or more exemptions from the requirement to publish or passport a prospectus under the Prospectus Regulation and/or the applicable laws in the relevant jurisdictions, including in the United States pursuant to Rule 144A under the US Securities Act of 1933.

Herein, you will find detailed materials on the Share Capital Increase, including the approved prospectus and other key documents.

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The materials are for information purposes only and do 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 in which such offers or sale are unlawful, including in the United States, Australia, Canada, or Japan or in any jurisdiction in which such offers or sales are unlawful (the Excluded Territories). Any securities offered in connection with an offering (the Securities) have not been and will not be registered under the US Securities Act of 1933, as amended (the US Securities Act) and may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. Further, the Securities referred to herein and on the pages that follow will not be registered and may not be offered or sold under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories.

Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

Any offer of Securities in any member state of the European Economic Area (the EEA) that has implemented the Prospectus Regulation (as defined below), other than Belgium and Greece (each, a Relevant Member State) will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when shares are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the Prospectus Regulation) from the requirement to publish a prospectus for offers of shares. As a consequence, the Securities may only be offered and sold in any Relevant Member State pursuant to an exemption under the Prospectus Regulation. In any Relevant Member State , the materials are only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (Qualified Investors).

Any offer of Securities in the United Kingdom will be made pursuant to an exemption under assimilated Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC 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 Securities may only be offered and sold in the United Kingdom pursuant to an exemption under the UK Prospectus Regulation. In the United Kingdom, the materials are being distributed only to, and are 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 (all such persons together being referred to as Relevant Persons).

Any investment or investment activity to which these materials relate are available only to investors resident or located in Belgium and Greece, Qualified Investors in Relevant Member States and Relevant Persons in the United Kingdom, and will only be engaged with such persons. Persons who are not Qualified Investors (in Relevant Member States) or Relevant Persons (in the United Kingdom) should not act or rely on this document or any of its contents.

Access to the information and documents contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website or require registration or approval for any acquisition of Securities by them. Cenergy assumes no responsibility if there is a violation of applicable law and regulations by any person.

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Making press announcements and other documents available in electronic format does not constitute any form of advice or recommendation, including but not limited to investment, tax, legal or other advice by Cenergy or any other party to sell or buy securities in Cenergy, and should not be relied upon as the basis for any decision or action.

These materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently Cenergy does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these materials, you consent to receiving them in electronic form. The reproduction of the electronic versions of these materials in any manner whatsoever, is strictly forbidden.

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