Resolutions of the Annual General Meeting of 25.06.2026

HELLENiQ ENERGY Holdings S.A. (the “Company”) announces that the Annual General Meeting of shareholders convened on 25 June 2026 at 12:00 hours in a hybrid manner, i.e. with the physical presence of shareholders at “The Ilisian” (46 Vasilissis Sofias Ave., 115 28, Athens), in the “Erato Grand Ballroom”, as well as by remote attendance and participation of shareholders in real time via teleconference or by submitting their postal vote prior to the meeting, either personally or through a proxy.

A total of 345 shareholders participated in person or via teleconference, either personally or duly represented, representing 246,885,204 ordinary registered shares and voting rights out of a total of 305,335,185 ordinary registered shares, i.e. 80.86% of the paid-up share capital, excluding the 300,000 treasury shares held by the Company.

The Annual General Meeting adopted the following resolutions on the items of the agenda below, while the voting results are presented at the end of the announcement in a detailed table:

1st Item:    Management review of the 50th financial year (01.01.2025 – 31.12.2025). Approval of the separate and consolidated Financial Statements and submission of the relevant Reports of the Board of Directors and the Certified Auditors.

Approved the Annual Financial Statements of the Company and the Group for the financial year 2025.

2nd Item:    Approval of profit distribution and dividend payment for the 2025 financial year.

Approved the distribution to the Company’s shareholders of a total dividend for the financial year 2025 amounting to €0.60 per share (gross), i.e. a total amount of €183,381,111 and given the payment of an interim dividend of €0.20 per share (€61,127,037), approved the distribution of final gross (before taxes) dividend for the financial year 2025 of €0.40 per share, i.e. final amount €122,254,074. The final amount of the remaining dividend per share will be positively adjusted, taking into account the number of treasury shares held by the Company on the record date, without affecting the total amount available for dividend distribution.
The key dates for the dividend distribution are as follows:
Ex-dividend date: Wednesday, 01.07.2026:
Record date: Thursday, 02.07.2026:
Dividend payment commencement date: Wednesday, 08.07.2026

3rd Item:    Report of the independent non-executive members of the Board of Directors to the Annual General Meeting. 
The independent non-executive members of the Company’s BoD submitted to the Annual General Meeting of shareholders the joint report for the period from 06.05.2025 until 03.06.2026, as provided for by the relevant provisions of Article 9(5) of Law 4706/2020.

4th Item:    Report on the activities of the Audit Committee for the financial year 2025.
The Audit Committee submitted its annual Report on the activities of the Audit Committee for the year 2025, in accordance with the provisions of Article 44(1)(i) of Law 4449/2017.

5th Item:    Approval of the overall management of the Company and discharge of the Certified Auditors for the financial year 2025

Approved the overall management exercised by the Company’s BoD for the financial year 2025, in accordance with Article 108 of Law 4548/2018 and discharged the Company’s auditors who conducted the audit of the financial statements for the financial year 2025 from any liability for compensation in respect of that financial year.

6th Item:    Submission for discussion of the Remuneration Report of the members of the Board of Directors for the financial year 2025, in accordance with Article 112(3) of Law 4548/2018.

Provided advisory vote on the Remuneration Report of the members of the Board of Directors for the financial year 2025.

7th Item:    Election of Certified Auditors for the financial year 2026 and determination of their remuneration.

Approved the appointment of the audit firm “Ernst & Young (Hellas) Certified Auditors Accountants S.A.” (SOEL Reg. No. 107) as Statutory Auditor for the statutory audit of the Company’s annual separate and consolidated Financial Statements for the financial year 2026, as well as for the audit and provision of assurance regarding the compliance of the submission of the Sustainability Statement, in accordance with Article 154C of Law 4548/2018 for the financial year 2026, with a total fee of €288,000 plus VAT.

8th Item:    Approval of a share buyback program and granting of relevant authorizations.

Approved a share buyback program under the following main terms: 
1.    Maximum number of shares: 1,500,000 (representing up to 0.491% of the Company’s paid-up share capital)
2.    Duration: 24 months, commencing from the date of its approval by the AGM on 25.06.2026 (i.e. until 25.06.2028)
3.    Repurchase price range: €5–20 per share

The shares to be acquired by the Company may be used for any purpose or use permitted by applicable law, in accordance with the provisions set out in the relevant legislation.

Furthermore, the Annual General Meeting granted a specific authorization to the Board of Directors, in order, at its discretion, at the appropriate time and in the appropriate manner, (a) to proceed with all necessary actions and address all procedural details for the implementation of the above, and/or (b) to delegate part or all of the aforementioned powers to one or more of its members, Company executives, or third parties.

9th Item:    Announcement of the election of new members of the Board of Directors in replacement of resigned members. Designation of such members as independent non-executive members.

Acknowledged the election of Ms. Maria Ioannidou and Ms. Maria Psylla in replacement of resigned members of the Board of Directors and appointed them as independent non-executive members for the remainder of the Board’s term.
The shareholder “Hellenic Corporation of Assets and Participations” (HCAP) did not participate in the discussion and voting on the item, in accordance with the provisions of article 20 para. 2 (b) of the Company’s Articles of Association.

10th Item:    Amendment of the decision dated 27.06.2024, under Item 15, of the Annual General Meeting regarding the determination of the attributes of the members of the Audit Committee.

Approved the amendment of the resolution of the Annual General Meeting dated 27.06.2024 under Item 15, therefore the four-member independent (mixed) Audit Committee henceforth consists of two (2) independent non-executive members of the Board of Directors and two (2) external third parties, and

Elected Mr. Panagiotis Tridimas as the second external third-party member of the Audit Committee.
The type (independent (mixed)) and the term of office (coinciding with the term of the current BoD) of the Audit Committee remain unchanged.

Voting Results