TERNA ENERGY S.A.

DECISIONS OF THE SHAREHOLDERS’ ORDINARY GENERAL ASSEMBLY HELD ON APRIL 29, 2020

Today, the 29th day of April 2020, the Shareholders of the company TERNA ENERGY S.A. held the Ordinary General Assembly, in which 151 Shareholders holding 85,521,024 shares and voting rights, thus a percentage of 75.07 % of the share capital, participated and the following decisions were made:

 

Item 1: Approved with 85,462,547 votes in favor (99.93% of those present) and 58,477 abstain (0.07 % of those present), the Financial Statements (Company and Consolidated) for the fiscal year 2019, 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 85,397,639 votes in favor (99.86 % of those present) and 12,385 against (0.14 % of those present) decided dividend distribution for the year 2019 amounting to 0.17 € per share, thus a total amount of 19,060,173.06 €, according to article 160 of L. 4548/2018. This amount will be increased by the dividend corresponding to the treasury shares held by the Company. Details will be given through a new announcement of the Company.

 

The General Assembly unanimously, with 85.518.024 votes in favor also approved of the payment of fees for the year 2019, to the Members of the Board of Directors and to the Members of the Committees, from the available after tax profits of the Company, in accordance with articles 109 and 110 of L. 4548/2018 and article 14 of Articles of Association, amounting to a gross total of € 700,000.00.

 

Item 3: The General Assembly, with 85,043,517 votes in favor (99.44 % of those present) and 400,000 against (0.47 % of those present) and 77,507 abstain (0.09 % of those present), approved of the overall management for the year 2019 by the members of the BoD, namely Messrs. Georgios Peristeris, Georgios Perdikaris, Emmanouil Maragoudakis, Georgios Spyrou, Michael Gourzis, Vassilios Delikaterinis, Georgios Kouvaris, Gagik Apkarian and Georgios Mergos.

 

Item 4: The General Assembly with 85,040,517 votes in favor (99.44 % of those present) and 403,000 votes against (0.47 % of those present) and 77,507 abstain (0.09 % of those present), discharged the Auditor from any liability or compensation deriving from the exercise of her duties for fiscal year 2019.  

 

Item 5: Announcement, with 84.093.587 votes in favor (98.33 % of those present) and 1,427,437 votes against (1.67 % of those present), of the election of Mr. Emmanouil Moustakas son of Michail, Civil Engineer, as new executive member of the BoD, replacing Mr. Vassilios Delikaterinis, who resigned, for the remainder of his term, i.e. until June 30th, 2022.  The Board of Directors of the Company, during its meeting on April 2nd, 2020, elected the above, in accordance with l. 4548/2018, as amended and in force, and sub‐clause 3 of clause 10 of the Company's Articles of Association.

 

Item 6: The General Assembly with 79,710,475 votes in favor (93.21 % of those present) and 5,810,549 votes against (6.79 % of those present), accepted the Board of Directors proposal, to approve of the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 2019 in accordance with article 112 of Law 4548/2018, according to which no remuneration was paid to the members of the Board of Directors during the fiscal year 2019, pursuant to the Remuneration Policy approved by the Extraordinary General Meeting of 18.12.2019.

 

Item 7: The General Assembly with 85,072,034 votes in favor (99.47 % of those present) and 448,990 votes against (0.53 % of those present), elected the auditing firm GRANT THORNTON, for the audit of the Company and Consolidated Financial Statements of 2020 with fees based on the ones paid for the year 2019 as may be adjusted depending on the audit requirements.

 

Item 8: The General Assembly with 83,890,561 votes in favor (98.09 % of those present) and 1,627,463 votes against (1.90 % of those present) and 3,000 abstain (0.00 % of those present), approved the share buyback up to percentage of 10% of the total shares of the Company, with a minimum purchase price of thirty cents (0.30 €) and a maximum price of thirty euros (30.00 €), which will take place within a period of twenty-four months, i.e. no later than April 28, 2022, and authorizes the Board of Directors of the Company to comply with all relevant legal formalities.

 

Item 9: The General Assembly with 78,098,939 votes in favor (91.32 % of those present) and 7,422,085 votes against (8.68 % of those present), approved the amendment and extension of for four (4) years of the Remuneration Policy which was approved by the Extraordinary General Assembly of 18.12.2019.

 

Regarding Item 10 “Various announcements, approvals and discussion of issues of general interest”, the Company's Management referred to the Company's projects and developments, approvals, permits and informed the shareholders as well as for the  implementation of the investment program.

No issues for approval and decision making were raised.