News

Brussels, 28 May 2024

REGULATED INFORMATION

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 an ordinary and extraordinary shareholders’ meeting took place on 28 May 2024. During the meeting, shareholders representing 157,875,349 shares (i.e. 83.02% 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 28 May 2024:

1. Ordinary General Meeting

• Approval of the annual accounts for the financial year ended 31 December 2023 including allocation of the results contained therein and the distribution of a gross dividend of EUR 0.08 per share.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157,872,454 (99.998% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,895 (0.002% 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 2023.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157.871.450 (99.998% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 3,899 (0.002% 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 2023.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157.871.450 (99.998% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 3,899 (0.002% 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 2025. M. Bedoret will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 154,812,435 (98.06% of the shares present or represented), against: 3,060,019 (1.94% of the shares present or represented), abstained from voting: 2,895 (0.002% 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 2025. M. Kyriakopoulos will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 156,956,944 (99.42% of the shares present or represented), against: 915.510 (0.58% of the shares present or represented), abstained from voting: 2,895 (0.002% 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 2025. M. Macvicker will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 154,652,591 (97.96% of the shares present or represented), against: 3,219,863 (2.04% of the shares present or represented), abstained from voting: 2,895 (0.002% 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 2025. M. Wiedenmann will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 154,813,439 (98.06% of the shares present or represented), against: 3,059,015 (1.94% of the shares present or represented), abstained from voting: 2,895 (0.002% of the shares present or represented).

• Renewal of the appointment of Mr. Joseph Rutkowski 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 2025. M. Rutkowski will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 154,652,591 (97.96% of the shares present or represented), against: 3,219,863 (2.04% of the shares present or represented), abstained from voting: 2,895 (0.002% of the shares present or represented).

• Renewal of the appointment of Ms. 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 2025. Ms. Kapetanaki will be remunerated for her mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 154,813,439 (99.98% of the shares present or represented), against: 3,059,015 (1.94% of the shares present or represented), abstained from voting: 2,895 (0.002% of the shares present or represented).

• Renewal of the appointment of Ms. 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 2025. Ms. Zakos will be remunerated for her mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 154,812,435 (98.06% of the shares present or represented), against: 3,060,019 (1.94% of the shares present or represented), abstained from voting: 2,895 (0.002% of the shares present or represented).

• Renewal of the appointment of Ms. 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 2025; Ms. Sarkisian Ochanesoglou 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 and will be remunerated for her mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 156,720,129 (99.27% of the shares present or represented), against: 1,152,325 (0.73% of the shares present or represented), abstained from voting: 2,895 (0.002% 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 2025; Mr. Gallagher 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 and will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157,872,454 (99.998 % of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,895 (0.002% of the shares present or represented).

• 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 2025; 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 and will be remunerated for his mandate in accordance with the remuneration policy approved by this shareholder’s meeting under agenda item 9.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157,872,454 (99.998 % of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,895 (0.002% of the shares present or represented).

• Approval of fees of statutory auditor in connection with the ESEF reporting for financial year 2023.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157,872,454 (99.998 % of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,895 (0.002% of the shares present or represented).

• Approval of replacement of Marc Daelman as representative of the firm PwC Reviseurs d’Entreprises SRL/PwC Bedrijfsrevisoren BV, in its capacity as the Company’s statutory auditor, in compliance with article 3:60 of the Belgian Code of Companies and Associations, by Alexis Van Bavel, as from 1 July 2024.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157,872,454 (99.998 % of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,895 (0.002% of the shares present or represented).

• Approval of appointment of the firm PwC Bedrijfsrevisoren BV/PwC Reviseurs d’Entreprises SRL, represented by Alexis Van Bavel, to carry out a limited level assurance engagement on the Company’s sustainability information as a consequence of the pending transposition of the Corporate Sustainability Reporting Directive (CSRD) into national law. This engagement will be considered as a legal mission once the said law is enacted.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157,872,444 (99.998 % of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 2,905 (0.002% of the shares present or represented).

• Approval of 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 2023 annual report.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 155,830,037 (98.70% of the shares present or represented), against: 2,033,265 (1.29% of the shares present or represented), abstained from voting: 12,047 (0.01% of the shares present or represented).

• Approval of the remuneration report for the financial year 2023 as set out in the 2023 annual report.

Number of shares to which corresponded valid votes: 157,542,965 (100% of the shares present or represented). Number of votes for: 154,836,395 (98.075% of the shares present or represented), against: 3,036,049 (1.923% of the shares present or represented), abstained from voting: 2,905 (0.002% of the shares present or represented).

1. Extraordinary General Meeting

• Granting authorisation to the Board of Directors relating to the acquisition and disposal by the Company of its own shares and amendment to the articles of association by inclusion of an article 7bis.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157,873,804 (99.999% of the shares present or represented), against: 1,335 (0.001% of the shares present or represented), abstained from voting: 210 (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 registry of the competent enterprise court.

Number of shares to which corresponded valid votes: 157,875,349 (100% of the shares present or represented). Number of votes for: 157,875,139 (100% of the shares present or represented), against: 0 (0% of the shares present or represented), abstained from voting: 210 (0% of the shares present or represented).

About Cenergy Holdings

Cenergy 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. Hellenic Cables is one of the largest cable producers in Europe, manufacturing power and telecom cables as well as submarine cables.  Corinth Pipeworks is a world leader in steel pipe manufacturing for the energy sector and major producer of steel hollow sections for the construction sector. For more information, please visit our website at www.cenergyholdings.com.