HELLENiQ ENERGY S A : Draft Resolutions A.G.M. 27.06.24

ANNUAL GENERAL MEETING OF

THE SHAREHOLDERS

27 June 2024

HELLENiQ ENERGY	8Α, Chimarras str. 151 25,	Call center [phone]
Holdings Α.Ε.	Maroussi, Athens, Greece	www.helleniqenergy.gr

DRAFT RESOLUTIONS / BOARD OF DIRECTORS COMMENTS ON THE AGENDA ITEMS OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF "HELLENiQ ENERGY Holdings Société Anonyme" (the "Company") of 27ης June 2024

1st Item

Management report of the 48th financial year (1.1.2023- 31.12.2023) and submission of the Board of Directors' Management Report as well as the Certified Auditors' reports on the annual Financial Statements, including the Group's Consolidated Financial Statements for the financial year 2023, in accordance with the International Financial Reporting Standards (IFRS).

The Board of Directors ("BoD") proposes the approval by the General Meeting of the BoD Management Report on the Company's and the HELLENiQ ENERGY Group's (the "Group") Annual Financial Statements for the financial year 2023, as this was incorporated in the Group's and the Company's Annual Financial Report for 2023 and was approved by the Company's BoD at its meeting of 29 February 2024, submitting alongside it the relevant Certified Auditors' Report for information purposes.

The above reports are available to the shareholders and posted on the Company's website:

https://www.helleniqenergy.gr/en/investor-relations/financial-annual-reports

DRAFT RESOLUTION ON THE 1ST ITEM

The General Meeting, deciding by a majority of [ ] % of the attending share capital, approves the BoD's Management Report on the Company's and the Group's Annual Financial Statements for the financial year 2023.

2nd Item

Approval of the Company's and the Group's Financial Statements in accordance with the International Financial Reporting Standards (IFRS), together with the relevant independent auditor reports, for the financial year 2023.

The BoD recommends the approval by the General Meeting of the Company's and the Group's Financial Statements, in accordance with the International Financial Reporting Standards (IFRS), along with the relevant audit reports, for the fiscal year 2023.

The Financial Statements were approved by the Company's BoD at its meeting of 29 February 2024 and are at the shareholders' disposal at the Company's website:

https://www.helleniqenergy.gr/en/investor-relations/financial-statements-group-parent-company

DRAFT RESOLUTON ON THE 2nd ITEM

The General Meeting, deciding by a majority of [ ] % of the attending share capital, approves the Company's and the Group's Financial Statements, in accordance with the International Financial Reporting Standards (IFRS), along with the relevant audit reports, for the financial year 2023.

3rd Item

Approval of profit distribution for the financial year 2023

The BoD recommends to the General Meeting the distribution of the 2023 fiscal year profits as per the table below, which was approved at the BoD meeting on 29 February 2024

HELLENiQ ENERGY Holdings S.A.

TABLE OF DISTRIBUTION OF PROFITS	2022	2023
PROFIT / (LOSS) OF THE FISCAL YEAR, BEFORE TAX	394.454.799	281.626.858
INCOME TAX	(3.582.085)	(653.259)
PRIOR YEARS' TAXES	0	(334.225)
DEFERRED TAX	24.064	(3.262.523)
TOTAL TAX LIABILITY	(3.558.021)	(4.250.007)
NET INCOME	390.896.778	277.376.851
STATUTORY RESERVE	(19.544.839)	(13.868.843)
PROFIT / (LOSS) OF THE FISCAL YEAR CARRIED
FORWARD	371.351.939	263.508.008
RETAINED EARNINGS BALANCE BROUGHT
FORWARD	714.743.099	765.154.844
INTERIM DIVIDEND	(198.662.870)	(91.690.556)
FINAL DIVIDEND	(122.277.324)	(152.817.593)
NET INCOME	371.351.939	263.508.008
BALANCE OF PROFITS / (LOSSES) CARRIED
FORWARD	765.154.844	784.154.704

DRAFT RESOLUTION ON THE 3rd ITEM

The General Meeting, deciding by a majority of [ ] % of the attending share capital, approves the profits distribution table of the financial year 2023.

4th Item

Approval of the distribution of dividend for the financial year 2023

The BoD proposes to the General Meeting the distribution to the Company's shareholders for the financial year 2023 of €0.90 per share (gross) dividend, i.e. of a total amount of €275,071,666.50 and, given the payment of interim dividend of €0.30 per share, the distribution to the Company's shareholders for the financial year 2023 of a gross dividend of €0.60 per share, i.e. of an amount of €183,381,111, in accordance with its relevant decision of 29 February 2024.

DRAFT RESOLUTON ON THE 4th ITEM

The General Meeting, deciding by a majority of [ ] % of the attending share capital, approves the distribution to the Company's shareholders of €0.90 per share (gross) dividend, i.e. of a total amount of €275,071,666.50 and, given the payment of interim dividend of €0.30 per share, the distribution to the Company's shareholders for the financial year 2023 of a gross dividend of €0.60 per share, i.e. of a total amount of €183,381,111.

As it has been already announced by the Company by the 2024 Financial Calendar, the 10th July 2024 has been set as ex-dividend date, the 11th July 2024 as record date and the 17th July 2024 as the date of the commencement of the dividend's payment.

5th Item

Submission for discussion of the Remuneration Report of the members of the BoD for the financial year 2023, in accordance with article 112 par. 3 of Law 4548/2018.

Note: According to par. 3 of article 112 of Law 4548/2018, the shareholders' vote on the submitted remuneration report is advisory. The way in which the previous advisory voting's result was taken into consideration will be explained in the next remuneration report.

The BoD upon the Remuneration and Succession Planning Committee's proposal and in accordance with the provisions of article 112 of Law 4548/2018, submits to the General Meeting the BoD members' Remuneration Report.

The submitted Remuneration Report concerns the remuneration of the BoD's executive and non-executive members for the financial year 2023 and includes the information required by article 112 of Law 4548/2018.

The Remuneration Report has been made available to the shareholders and will remain accessible on the Company's website [https://www.helleniqenergy.gr]

DRAFT RESOLUTION ON THE 5th ITEM

The General Meeting, deciding by a majority of [ ] % of the attending share capital, approves the Remuneration Report of the BoD members for the year 2023.

6th Item

Audit Committee's Activities Report for the financial year 2023.

Note: The annual activities report of the Audit Committee is submitted to the General Meeting in accordance with article 44, par. 1 item (i) of Law 4449/2017, as in force, and is not put to vote.

This item is an announcement to the General Meeting and is not put to vote. The annual Activities' Report of the Audit Committee for the year 2023, in compliance with the provisions of article 44, par. 1 item (i) of Law 4449/2017, as in force, is submitted to the General Meeting.

The Report has been uploaded and shall remain accessible at the Company website (www.helleniqenergy.gr)

7th Item

Report of the independent non-executive members of the BoD to the Annual General Meeting.

Note: The independent non-executive BoD members' report is submitted to the General Meeting in accordance with article 9, par. 5 of Law 4706/2020, as in force, and is not put to vote.

This item is an announcement to the General Meeting and is not put to vote. The report of the independent non-executive BoD members is submitted to the General Meeting for informational purposes, as required by article 9, par. 5 of Law 4706/2020.

The Report has been uploaded and shall remain accessible at the Company website (www.helleniqenergy.gr)

8th Item

Approval of the overall management by the BoD for the financial year 1.1.2023-31.12.2023 in accordance with article 108 of Law 454/2018 and discharge of the auditors from any liability for indemnity for the financial year 2023.

It is proposed to the General Meeting to decide to:

1. approve the BoD's overall management, in accordance with article 108 of Law 4548/2018 in respect of the financial year 2023, and
2. discharge the Company's auditors from of any liability for the financial year 2023.

DRAFT RESOLUTION ON THE 8th Item

The General Meeting, deciding by a majority of [ ] % of the attending share capital, approves the overall management of the Company's BoD in respect of the financial year 2023, in accordance with article 108 of Law 4548/2018, and discharges the Company's auditors who audited the financial statements of the financial year 2023 from any indemnification liability in respect of that financial year.

9th Item

Election of Certified Auditors for the financial year 2024 and determination of their remuneration.

Following the positive assessment and recommendation by the Audit Committee, in accordance with article 28 par. 2 of Law 4701/2020, the BoD proposes that the auditing firm "Ernst & Young (Hellas) Certified Auditors S.A" is reappointed as statutory auditor for undertaking the audit of the financial year 2024. Moreover, further to the Audit Committee's recommendation, the BoD proposes that the above auditing firm receives the amount of €246,000, plus VAT, for auditing the Company's Financial Statements of the financial year 2024.

DRAFT RESOLUTON ON THE 9th Item

The General Meeting, deciding by a majority of [ ] % of the attending share capital, approves the election as statutory auditors for the financial year 2024 of the auditing firm "Ernst & Young (Hellas) Certified Auditors S.A", with registered office at Maroussi, 8B Chimarras str., registered with the Institute of Certified Public Accountants in Greece (SOEL) under Reg. No 107, for a fee of €246,000, plus VAT.