Invitation to the shareholders of the company “HELLENiQ ENERGY Holdings S.A.” (General Commercial Registry 296601000) to an Extraordinary General Meeting

Amendment of article 20 of the Company’s Articles of Association

(The Extraordinary General Meeting is convened with the item of the agenda in accordance with the provisions of article 141 par. 1 of Law 4548/2018, following the relevant request dated   1/12/2023, as supplemented on 5/12/2023, of the shareholder "Hellenic Republic Asset Development Fund S.A. " ("HRADF"), holder at that time of 108,430,304 common registered shares of the Company, to satisfy HRADF’s request and in the manner stipulated by the shareholder).

Additionally, pursuant to articles 121 par. 4, 124 par. 6, 125, 126 and 128 of Law 4548/2018, the Company informs the shareholders of the following:

A. Right to participate and vote in the General Meeting

The Extraordinary General Meeting of the shareholders of the Company on 28^th of December 2023 will be held exclusively remotely by electronic means (teleconference), without shareholders’ (or proxies’) physical presence. Shareholders (or their proxies) will have the opportunity to attend the meeting in real time, to vote on the item of the agenda and to submit their questions, as described below (see B (c)).

Any person who has the shareholder status at the beginning of the fifth (5^th) day prior to the date of the Extraordinary General Meeting (28 December 2023), i.e. at the beginning of the 23^rd of December 2023 ("Record Date"), may participate in the General Meeting. Each ordinary share of the Company is entitled to one (1) vote.

A person registered as a shareholder of the Company on the Record Date at the Dematerialized Securities System (“DSS”) of the “Hellenic Central Securities Depository S.A.” (“ATHEXCSD”), or identified as such, on the Record Date, via registered intermediaries or other intermediaries in compliance with the provisions of the relevant legislation (Law 4548/2018, Law 4569/2019, Law 4706/2020 and Regulation (EU) 2018/1212) including the Operation Regulation of the ATHEXCSD (Governmental Gazette B /1007/16.03.2021), is considered as shareholder vis-à-vis the Company and is entitled to participate and vote in the General Meeting.

The shareholding status can be verified by any legal means and in any case according to the information that the Company receives from ATHEXCSD, or through the participants and registered intermediaries in the central securities depository, in the case that the shares are kept in an omnibus account. A shareholder may participate in the General Meeting in accordance with the confirmations or notices of articles 5 and 6 of the Regulation (EU) 2018/1212 which are provided by the intermediary except if the meeting denies this participation for a good reason justifying its denial in accordance with the applicable provisions (art. 19 par.1 Law 4569/2018, art. 124 par.5 Law 4548/2018).

It is noted that the exercise of the above rights (participation and voting) does not entail blocking of shares or any other similar process that restricts the right to sell or transfer the shares during the period between the Record Date and the day of the General Meeting.

B. Participation and Voting procedure at the General Meeting

1. By granting proxy

Shareholders may participate and vote in the General Meeting by proxy holders. Each shareholder may appoint up to three (3) proxy holders. However, if a shareholder has shares of the Company that are held in more than one securities account, the above limitation shall not prevent the shareholder from appointing separate proxy holders for each of the securities accounts, where the shares are held with respect to the General Meeting. A proxy holder, acting on behalf of several shareholders, may cast votes differently in respect of shares held by each shareholder represented, according to given voting instructions. Legal entities may participate in the General Meeting by appointing up to three (3) individuals as proxy holders. The shareholder can appoint a proxy holder either for a sole General Meeting or for a number of General Meetings taking place within a determined time period. A proxy appointment can be recalled.

It is noted that, specifically for the shareholder (or the Participant of the Securities Account of the DSS or another intermediary acting as a custodian for the shareholder) participating by proxy remotely in real time by teleconference in the Extraordinary General Meeting of the 28^th of December 2023, in case of appointment of more than one proxy holders, the details of the first appointed proxy holder will be taken into consideration for identification purposes.

The proxy holder votes in accordance with the shareholder’s instructions, as long as these are in place and is obliged to keep file of the voting instructions for at least one (1) year from the date of the General Meeting.

The proxy holder is obliged to disclose to the Company, before the start of the General Meeting, any event, which might be useful to the shareholders in assessing the risk of the proxy holder pursuing any interest other than the interest of the represented shareholder. A conflict of interest within this context may in particular arise where the proxy holder:

(i) is a controlling shareholder of the Company, or is another entity controlled by such shareholder;

(ii) is a member of the Board of Directors or of the management of the Company, or of a controlling shareholder or another entity controlled by the controlling shareholder;

(iii) is an employee or a certified auditor of the Company, or of a controlling shareholder or an entity controlled by such shareholder;

(iv) is a spouse or relative (1^st degree) with an individual referred to in points (i) to (iii)

The appointment as well as the revocation or the replacement of the proxy holder of the shareholder, shall be made in writing and shall be submitted to the Company, at least forty-eight (48) hours prior to the General Meeting and in case of shareholders identified via registered intermediaries or intermediaries through confirmations or notices in accordance with articles 5 and 6 of Regulation (EE) 2018/1212.

To facilitate the shareholders, the Company has designated specific executives who, if the shareholders wish, may grant a proxy to represent and vote on their behalf in the General Meeting in accordance with their written voting instructions.

The Proxy Form will be available to the shareholders in an electronic form on the website of the Company (www.helleniqenergy.gr). These forms, filled and signed, with a dully verified signature, should be sent by the shareholder to the Company premises, at Chimarras 8a, 151 25 Maroussi, to the Shareholder Services & Corporate Announcements Department (Contact Person: Mrs. Georgia Kallitsi), or by fax: 210-6302987, 210-6302986 or by email: [email protected] or [email protected], at least forty eight (48) hours prior to the scheduled General Meeting (i.e. no later than 26^th of December 2023, at 15:00). Each shareholder is requested to verify the successful dispatch of the proxy’s appointment, revocation or replacement form and receipt thereof by the Company at tel. no +302106302979, +302106302980.

In case of noncompliance with the deadline of article 128 par. 4 of L. 4548/2018, the shareholder may participate in the Extraordinary General Meeting unless the General Meeting refuses the participation on good reason that justifies such a refusal.

2. Voting by postal vote prior to the General Meeting

According to the provisions of article 12 par. 5 of the Company’s Articles of Association, each shareholder has the right to vote remotely, before the General Meeting. In particular, shareholders, or their proxies, who wish to participate remotely in the voting on the item of the Extraordinary General Meeting, can make use of this option:

(i) By exercising the right to vote prior to the Extraordinary General Meeting, through the internet platform “AXIA e-Shareholders Meeting” (https://axia.athexgroup.gr/), in which they have previously created an account and have successfully registered as mentioned above, during the period from 23^rd  of December 2023 at 15:00 and no later than twenty-four (24) hours prior to the scheduled General Meeting (i.e. no later than 27^th of December 2023, at 15:00); or

(ii) by filling out and submitting to the Company the "Postal Vote Form” , that the Company has made available on its website (www.helleniqenergy.gr), along with instructions for its filling.

Shareholders, or their proxies, who wish to make use of this option must submit the Form filled in, signed with a duly certified signature, to the Company's premises, at Chimarras 8a, 151 25 Maroussi, Athens Greece, to the Shareholder Services & Corporate Announcements Department (Contact Person: Mrs. Georgia Kallitsi) or by fax at: 210-6302987, 210-6302986 or by email at: [email protected] or  [email protected]., no later than twenty-four (24) hours prior to the scheduled General Meeting (i.e. no later than 27^th of December 2023 at 15:00). Each shareholder or proxy is requested to verify the successful dispatch of the form and receipt thereof by the Company at tel. no +302106302979, +302106302980; or

(iii) by confirmations or notices in accordance with articles 5 and 6 of Regulation (EE) 2018/1212 provided by the intermediaries. 

Shareholders, or their proxies, who cast their vote prior to the General Meeting are considered for the formation of the quorum and majority, only if the relevant votes have been received within the time limits provided by law, as indicated above.

c)      By Teleconference

In order for the shareholders, or their proxies, to participate and vote remotely in real time through teleconference,  in the Extraordinary General Meeting of 28^th of December 2023, they or their proxies, as the case may be, must create and use an electronic account at the online platform (the “e- Platform”) that has been developed by the ATHEXCSD to provide remote general meeting services, in real-time, by teleconference to listed companies on the website https://axia.athexgroup.gr/en/home. The internet platform is provided by ATHEXCSD, while ZOOM Video Communications Inc provides the ZOOM tools/services used for the video conference.

To access the e-Platform, a computer, a smartphone or a tablet is needed, with an installed internet browsing application and internet access, while for the creation of the electronic account on the AXIA e-Shareholders’ Meeting Platform, a valid electronic mail (email) account and a mobile telephone number are required by the shareholder or his/her proxy.

If, when accessing the e-Platform, the above information entered by the shareholder, or the proxy,  does not match the data registered and notified to the Company by the "Hellenic Central Securities Depository S.A." or via an intermediary, as part of its services to facilitate shareholder identification for remote General Meetings which are provided to listed companies, the shareholder, or the proxy,  must provide or update the above information, in order to create the account.

For this purpose, shareholders are requested to contact the Participant of the Securities Account of the DSS or another intermediary acting as a custodian for the shareholder, through which their shares are held, in order to notify and/or update their valid email address and mobile phone number for identification purposes.

On the date of the General Meeting, in order to participate in the proceedings, the entitled persons  (shareholders or their proxies)  must log in on time to the Internet Platform, at least twenty minutes (20 ́) before the start time of the General Meeting announced in the Invitation, and state the number of voting rights with which they will participate and vote in the General Meeting and, whether they wish to amend them (to a smaller number).

By activating the teleconference application (Zoom) through the link at the start of the General Meeting, shareholders will be able to:

(i)  attend the General Meeting by using electronic or audio-visual means;

(ii) address to the General Meeting by submitting their questions during the meeting;

Whilst simultaneously through the e-Platform they will be able to:

(iii) vote in real time during the General Meeting on the item of the agenda;

(iv) receive notification on the registration of their vote.

Further instructions for participation in the General Meeting by teleconference are available on the Company's website (www.helleniqenergy.gr). Entitled persons (shareholders or their proxies) can also contact the Shareholder Services & Corporate Announcements Department daily from 9.00 to 17.00 (tel. +302106302979, +302106302980, fax: +30210 6302987, +302106302986/ email address: [email protected], or [email protected]) for any query they have or information they need.

Furthermore, starting from the publication of the present invitation and until the end of the General Meeting, a help desk will operate that will provide information and support to entitled person on matters referring to the technical support of the e-Platform at tel. No 210 3366120 or by e-mail at [email protected].

It is noted that the official language of the General Meeting will be in Greek, as the official language, while for those of the participants who wish, the option to follow it in English will be available.

C. Final dates for exercising minority shareholders rights (article 141 paras 2, 3, 6 and 7 of Law 4548/2018)

a) At the request of shareholders representing 1/20 of the paid-up share capital, the Board of Directors of the Company is obliged to:

(i) include in the General Meeting Agenda additional items, provided that the relevant request is received by the Board at least fifteen (15) days before the General Meeting. The request for an additional item on the agenda must be accompanied by a justification or a draft resolution to be adopted in the General Meeting. The revised agenda is published in the same manner as the initial agenda thirteen (13) days before the General Meeting and at the same time, it is made available to the shareholders on the Company’s website, together with the justification or the draft resolution that had been submitted by the shareholders in line with article 123 par. 4 of Law 4548/2018;

(ii) make available to the shareholders the draft resolutions for the items included in the initial or revised agenda, in accordance with article 123 par. 3 of Law 4548/2018, at least six (6) days before the General Meeting, if the relevant request is received by the Board of Directors at least seven (7) days before the General Meeting.

b) Following a request of any shareholder submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide to the General Meeting the requested specific information on the Company’s affairs, to the extent that this information is useful for the actual assessment of the items on the agenda. The Board of Directors may refuse to provide such information on reasonable grounds, which must be recorded in the minutes. The Board of Directors may provide a single response to multiple shareholders’ requests with the same context. The obligation to provide information does not apply if the information requested is already available on the Company’s website, especially in a Q&A format.

c) Following a request of shareholders representing 1/10 of the paid-up share capital, submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors is obliged to provide to the General Meeting information on the progress of the corporate affairs and the financial position of the Company’s assets. The Board of Directors may refuse to provide such information on reasonable grounds, which must be recorded in the minutes. Respective deadlines also apply in the event of a Repeated General Meeting in relation to the exercise of the rights of minority shareholders.

In all the above-mentioned cases, the requesting shareholders must provide proof of their shareholding status and, except for the case in point (b) above, the number of shares they hold, at the time of exercise of the relevant right. The shareholder’s status is verified by all legal means and in any case through the updates the Company receives from the “Hellenic Central Securities Depositary S.A.” as mentioned above.

D. Questions

Shareholders or their proxies, who will participate in the teleconference of the Extraordinary General Meeting as mentioned above, will be able to submit their questions during the meeting on the item of the agenda.

In any case, for the optimal preparation of the General Meeting, shareholders may send in advance and in writing their questions, to the Shareholder Services & Corporate Announcements Department by e-mail at [email protected], or [email protected], or by fax: 210-6302987, 210-6302986 no later than 27^th December 2023 at 15:00.

 E. Available Documents and Information

The present invitation, the documents to be submitted to the Extraordinary General Meeting, the draft resolution for the item of the agenda, the total number of shares and voting rights, that these shares incorporate on the date of the invitation, the proxy and proxy revocation forms, the postal vote form, the  remote participation form  and any other information provided by Article 123 paras 3 and 4 of Law 4548/2018 are available in electronic form on the Company’s website (www.helleniqenergy.gr).

Shareholders can also contact the Shareholder Services & Corporate Announcements Department daily from 9.00 to 17.00 (tel. +302106302979, +302106302980, fax: +30210 6302987, +302106302986/ email addresses [email protected], or [email protected]) for any query they have or information they need.

The Company invites shareholders to follow its website (www.helleniqenergy.gr) for any subsequent announcements regarding the upcoming Extraordinary General Meeting.

Maroussi, 7^th December 2023

By order of the Board of Directors

IOANNIS PAPATHANASIOU

CHAIRMAN OF THE BOARD OF DIRECTORS