GEK TERNA S.A.

DECISIONS OF THE SHAREHOLDERS’ ORDINARY GENERAL ASSEMBLY

Today, the 26th day of June 2019, the Shareholders of the company GEK TERNA S.A. held the Ordinary General Assembly, in which 155 Shareholders holding 75,292,584 shares and voting rights, thus a percentage of 72.80 % of the share capital, participated and the following decisions were made:

Item 1: Approved with 74,944,524 votes in favor (99.54 % of those present) and 348,060 abstain (0.46 % of those present), the Financial Statements (Company and Consolidated) for the fiscal year 2018, as these statements were posted on the Company's website as well as on the website of the Athens Exchange and as they were analytically presented in the Annual Financial Report, which was distributed to the shareholders present together with a copy of the report of the Audit Committee to the General Assembly.

Item 2:  The General Assembly with 73,919,426  votes in favor (98.18 % of those present), 1,025,098 against (1.36 % of those present) and 348,060 abstain (0.46 % of those present) approved the overall management of the year 2018 by the members of the BoD, namely Nikolaos Kampas (until 1/9/2018), Dimitrios Antonakos, Michael Gourzis, Aggelos Benopoulos, Georgios Peristeris, Konstantinos Vavaletskos, Emmanuel Vrailas, Emmanuel Moustakas, Georgios Perdikaris, Apostolos Tamvakakis, Gagik Apkarian and Spyridon Capralos.

Item 3: The General Assembly grants with 73,516,253 votes in favor (97.64 % of those present) and 1,776,331 against (2.36 % of those present), its approval for remunerations to the members of the B.o.D and Committees for the fiscal year 2018 and its preliminary approval for remuneration to the members of the B.o.D and Committees for the fiscal year 2019 as well as the approval of advance payments to members of the Board of Directors, for the period until the next Ordinary General Assembly, up to the total gross amount of € 1,000,000.00.

Item 4: The General Assembly with 74,434,802 votes in favor (98.86 % of those present) and 694,722 against (0.92 % of those present) and 163,060 abstain (0.22 % of those present), discharged the Auditor from any liability or compensation deriving from the exercise of her duties for fiscal year 2018.  

Item 5: The General Assembly unanimously with 75,292,584 votes in favor, elected the auditing firm GRANT THORNTON, for the audit of the Company and Consolidated Financial Statements of 2019 with fees similar to the ones paid for the year 2018.

Item 6: The General Assembly, with 74,597,862 votes in favor (99.08 % of those present) and 694,722 against (0.92 % of those present), granted its permission and approval for the participation of Members of the Board of Directors and Executives of the Company in the management of other companies, which are connected to the Company in any way.

Item 7: The General Assembly unanimously with 75,292,584 votes in favor, approved of the amendment of paragraph 1 of article 16 of the Articles of Association, which now reads as follows:

The Company is managed by the Board of Directors, which consists of seven (7) to thirteen (13) Directors who are either natural persons or legal entities. In case a director is a legal entity, it is obliged to appoint a natural person for the exercise of the powers of the legal representative as a member of the Board of Directors.  

Item 8: The General Assembly, with 70,048,455 votes in favor (93.03 % of those present) and 5,244,129 against (6.97 % of those present), approved the amendment of paragraph 1 of article 17 of the Articles of Association, which now reads as follows:

The Board of Directors, immediately after its election convenes and is formed into a body corporate electing, from its members only, its Chairman, one or more Vice‐Chairmen, one Managing Director and one or two Executive Directors, and determining their duties.   

Item 9: The General Assembly with 65,085,268 votes in favor (86.44 % of those present), 8,467,876 against (11.25 % of those present) and 1,739,440 abstain (2.31 % of those present), decided upon the harmonization of the articles with the new law 4548/2018 as well as the full new text of the Articles of Association of the Company. It is noted that the articles: Article 1: Name, Article 2: Object, Article 3: Registered Office, Article 4: Duration, Article 5 (1): Share capital, Article 24:  Duration of Corporate Financial Year, remain unchanged and do not need to be adjusted.

Item 10: Following the proposition of the Chairman of the General Assembly, this item is removed from the Agenda.

Item 11: The General Assembly unanimously with 75,292,584 votes in favor, elected a new Audit Committee for a 2-year term, consisting of the independent non-executive member of the Board of Directors, Mr. Apostolos Tamvakakis, who is elected as Chairman of the Committee, Mr. Spyridon Capralos, independent non-executive member of the BoD and Mr. Aggelos Tagmatarhis, who is not a member of the Board of Directors and meets the conditions of independence, as provided for in law 3016/2002. Both Mr. Tamvakakis and Mr. Tagmatarhis have proven sufficient knowledge in accounting and auditing and all members have proven sufficient knowledge in the fields of activity of the Company. The Elected Members of the Audit Committee demonstrably fulfil the requirements of article 44 of law 4449/2017 and are in a position to fulfil their responsibilities and obligations.

Regarding Item 12 “Various announcements, approvals and discussion of issues of general interest”, the Company's Management referred to the Company's projects and developments. No issues for approval and decision making were raised.