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Tuesday, 03/19/2024 5:03:38 PM

Tuesday, March 19, 2024 5:03:38 PM

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 29, 2024

We are pleased to notify you that Advent Technologies Holdings, Inc. (“Advent,” “we,” “our,” “us,” or the “Company”) will hold a special meeting of our stockholders (the “Special Meeting”) on April 29, 2024, at 9:00 a.m. Eastern Time, in a virtual meeting format at www.virtualshareholdermeeting.com/ADN2024SM for the following purposes:
1. To amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect, at the discretion of the Board of Directors (the “Board”), a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined at the discretion of the Board (the “Reverse Split Proposal”);
2. To approve an amendment to the Advent Technologies Holdings, Inc. 2021 Equity Incentive Plan (the “Plan”) to increase the number of shares of Common Stock issuable under the Plan from 6,915,892 to 17,079,188; and
3. To transact such other business as may properly come before the meeting or any adjournments and postponements thereof.

Our board of directors has established the close of business on March 8, 2024, as the “record date” for the Special Meeting (the “Record Date”).
This means that you are entitled to vote at the Special Meeting (by remote communication or by proxy) if our stock records show that you owned our Common Stock at that time.
A list of stockholders as of the Record Date will be available at our headquarters at 500 Rutherford Avenue Suite 102, Boston, MA 02129 for a period of at least ten (10) days prior to the Special Meeting. A list of stockholders will also be available electronically on the virtual meeting website during the meeting.

The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote your shares, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ADN2024SM. Details regarding how to attend the Special Meeting online are more fully described in this proxy statement.

Whether you plan to attend the Special Meeting or not, it is important that you cast your vote either by remote communication at the meeting or by proxy. You may vote at the meeting over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend. You will need the 16-digit control number included with the Notice, on your proxy card, or the instructions that accompany your proxy materials to attend the Special Meeting virtually via the Internet.

Link https://stkt.co/G2Rmu726
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