Regulatory News

REGULATED INFORMATION

Brussels, 26 May 2020

The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments, which have been admitted for trading on a regulated market.

Cenergy Holdings SA announces that the ordinary and extraordinary shareholders’ meeting took place on 26 May 2020 in accordance with the Royal Decree no. 4 of April 9, 2020. During the meeting, shareholders representing 159,155,306 shares (i.e. 83. 69% of the total number of 190,162,681 outstanding shares) were present or represented. This satisfies the quorum requirements under the company’s articles of association.

The following decisions were approved during the ordinary and extraordinary shareholders’ meeting of 26 May 2020:

A.

Ordinary General Meeting

• Approval of the annual accounts for the financial year ended 31 December 2019 including allocation of the results contained therein.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Discharge of 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 2019.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Discharge of the statutory auditor from any liability arising from the performance of their duties during the financial year ended on 31 December 2019.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Renewal of the appointment of Mr. Jacques Moulaert 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 2021.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Renewal of 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 2021.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Renewal of 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 2021.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Renewal of 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 2021.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Renewal of 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 2021.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Appointment of Mrs. 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 2021; Ms. Sarkisian-Ochanesoglou complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Renewal of 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 2021; Mr. Gallagher complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code, except for the criterion set out in paragraph 3.5.9; the spouse of Mr. Gallagher has been nominated as independent board member of ElvalHalcor, a Greek company related to Cenergy Holdings. Based on the professional profile and experience of both persons involved, the Board takes the view that his independence is not compromised.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Renewal of 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 2021; Mr. Iraola complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code;

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Renewal of 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 2021; Mr. Rutkowski complies with the criteria of independence set forth in Principle 3.5 of the Belgian Corporate Governance Code.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Approval of the remuneration report for the financial year 2019 as set out in the 2019 annual report (including the remuneration policy).

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

• Approval of the remuneration of the members of the Board of Directors.

Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).

B. Extraordinary General Meeting

• Amendment of the articles of association (articles 1, 3.3, 5.1, 7.1, 7.2, 12.5, 17.2, 18.2, 18.4, 18.5, 19.1, 19.2, 20.3, 22.1, 22.2, 23.2, 28, 29.3) in order to align those with the Belgian Code of Companies and Associations and to bring technical improvements.Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).
• Granting powers to the notary for the coordination of the articles of associations and the filing of the consolidated version with the commercial registry.Number of shares to which corresponded valid votes: 159,155,306 (100% of the shares present or represented). Number of votes for: 159,155,306 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 0 (0% of the shares present or represented).About Cenergy HoldingsCenergy Holdings is a Belgian holding company listed on both Euronext Brussels and Athens Stock Exchange, investing in leading industrial companies, focusing on the growing global demand of energy transfer, renewables and data transmission. The Cenergy Holdings portfolio consists of Corinth Pipeworks and Hellenic Cables, companies positioned at the forefront of their respective high growth sectors. Corinth Pipeworks is a world leader in steel pipe manufacturing for the oil and gas sector and major producer of steel hollow sections for the construction sector. Hellenic Cables is one of the largest cable producers in Europe, manufacturing power and telecom cables as well as submarine cables for the aforementioned sectors. For more information about our company, please visit our website at www.cenergyholdings.com.