Athens, June 23, 2021

 

 

DECISIONS OF THE SHAREHOLDERS' ORDINARY GENERAL ASSEMBLY

HELD ON JUNE 23, 2021

                                                                                                                                   

Today, the 23^th day of June 2021, the Shareholders of the company TERNA ENERGY S.A. held the Annual General Assembly, in which 220 Shareholders holding 88,981,423 shares and voting rights, thus a percentage of 76.95 % of the share capital, participated and the following decisions were made:

 

Item 1: Approved by 88,846,733 votes in favor (99.85% of those present), by 132,690 against (0.15% of those present) and abstention of 2,000 (0.00% of those present), in total, the Financial Statements (corporate and consolidated) for the year 2020 as were uploaded on the website of the Company and the Athens Stock Exchange and recorded in detail in the Annual Financial Report, the relevant Report of the Board of Directors and the Report of the Certified Auditor - Accountant.

 

Item 2: The proposal of the Board of Directors for the distribution of a dividend of € 0.17 per share was approved, with 88,979,423 votes in favor (100.00% of those present) and abstain of 2,000 (0.00% of those present), of total amount € 19,695,365.30 for the year 2020, from the reserves of the Company of article 48 of law 4172/2013, in accordance with article 162 par. 3 of law 4548/2018. This amount will be increased by the dividend corresponding to the treasury shares held by the Company. Details will be given in a new announcement of the Company.

 

Approved with 84,947,696 votes in favor (95.47% of those present), 4,023,727 against (4.52% of those present) and an abstention of 10,000 (0.01% of those present), the payment of remuneration to the Board Members, from the after-tax profits of the Company pursuant to articles 109 and 110 of law 4548/2018 and article 14 of the Company's Articles of Association, totaling € 1,080,000.

 

Item 3: The General Assembly, with 88,505,057 votes in favor (99.46% of those present) and 455,336 against (0.51% of those present) and an abstention of 21,030 (0.02% of those present), approved the overall management of the fiscal year 2020 by the Members of the Board and specifically Messrs. Georgios Peristeris, Georgios Perdikaris, Emmanouil Maragoudakis, Georgios Spyrou, Michael Gourzis, Vassilios Delikaterinis (until 2/4/2020), Emmanouil Moustakas (from 2/4/2020), Georgios Kouvaris, Gagik Apkarian and Georgios Mergos.

 

Item 4: The General Meeting, with 88,502,057 votes in favor (99.46% of those present) and 458,336 against (0.52% of those present) and an abstention of 21,030 (0.02% of those present), discharged the Auditor from any liability or indemnification arising from the performance of her duties for the year 2020.

 

Item 5: The General Assembly approved, with 77,149,234 votes in favor (86.70% of those present) and 8,668,530 against (9.74% of those present) and an abstention of 3,163,659 (3.56% of those present), the proposal of the Board of Directors for the approval of the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 2020 according to article 112 of law 4548/2018, according to which remuneration were paid to the members of the Board of Directors during of the fiscal year 2020 in accordance with the Remuneration Policy approved by the General Assembly of 29.04.2020.

 

Item 6: The Annual Report of the Audit Committee for the year 01.01-31.12.2020 was approved, with 88,979,423 votes in favor (100.00% of those present) and 2,000 abstentions (0.00% of those present).

 

Item 7: The auditing company GRANT THORNTON was elected with 88,979,423 votes in favor (100.00% of those present) and 2,000 abstentions (0.00% of those present) for the audit of the Corporate and Consolidated Financial Statements 2021 and remuneration on the basis of the respective for year 2020 after any adjustment according to the needs of the audit.

 

Item 8: The General Meeting elected new members to the 11-member Board of Directors of the Company with a five-year term as follows:

Name	For	Against	Abstain
1. George Peristeris, Chairman	83,873,094 (94,26 %)	5,106,329 (5,74 %)	2,000 (0,00 %)
2. Emmanouil Maragoudakis,	83,880,327 (94,27 %)	4,238,532 (4,76 %)	862,564 (0,97 %)
3. George Spyrou,	83,880,327 (94,27 %)	4,238,532 (4,76 %)	862,564 (0,97 %)
4. Aristotelis Spiliotis,	83,873,094 (94,26 %)	4,245,765 (4,77 %)	862,564 (0,97 %)
5. Michael Gourzis,	80,348,151 (90,30 %)	7,770,708 (8,73 %)	862,564 (0,97 %)
6. Nikolaos Voutichtis,	83,036,066 (93,32 %)	5,082,793 (5,71 %)	862,564 (0,97 %)
7. George Mergos, Independent Non-Executive Member	80,157,476 (90,08 %)	7,961,383 (8,95 %)	862,564 (0,97 %)
8. Marina Sarkisian Ochanesoglou, Independent Non-Executive Member	83,554,679 (93,90 %)	4,564,180 (5,13 %)	862,564 (0,97 %)
9. Andreas Tapratzis, Independent Non-Executive Member	83,554,679 (93,90 %)	4,564,180 (5,13 %)	862,564 (0,97 %)
10. Sofia Kounenaki-Efraimoglou, Independent Non-Executive Member	83,554,679 (93,90 %)	4,564,180 (5,13 %)	862,564 (0,97 %)
11. Tatiana Karapanagioti, Independent Non-Executive Member	83,554,679 (93,90 %)	4,564,180 (5,13 %)	862,564 (0,97 %)

For the Members of the Board of Directors, the conditions of articles 3 and 5 of law 4706/2020 are met, regarding adequate representation by gender and the total number of independent non-executive members in the Board of Directors and the suitability criteria provided by the current regulatory framework are met and the internal rules of operation of the company and the independent non-executive members meet the conditions of independence set by the current regulatory framework.

 

Item 9: The General Assembly elected, by 88,654,087 votes in favor (99.63% of those present), 325,336 against (0.37% of those present) and an abstention of 2,000 (0.00% of those present), the election of a three-member Audit Committee, in accordance with the provisions of article 44 of Law 4449/2017, which:

• It will be a joint committee consisting of two (2) independent non-executive members of the Board of Directors and a third person, non-member of the Board, who meets the conditions of independence of article 9 of law 4706/2020.

• Were elected as members of the Audit Committee, Mr Nikolaos Kalamaras, who is not a member of the Board and fulfils the criteria of independence provided in article 9 of law 4706/2020, George Mergos, independent non-executive member of the Board and Andreas Taprantzis, an independent non-executive member of the Board.

• The members of the committee were elected following a proposal of the Board of Directors, after the fulfillment of the criteria and conditions of article 44 of law 4449/2017, as in force.

• Specifically, the Members of the Audit Committee meet the requirements of article 44 of law 4449/2017, meet all the criteria of independence, have sufficient of article 9 of law 4706/2020, all have sufficient knowledge of the field of Common Services Utility / Alternative electricity, in which the Company operates, one of its members, Mr. Nikolaos Kalamaras, has proven sufficient knowledge in the field of auditing and accounting, as he is a member of Hellenic and and American Institute of Internal Auditors (ID 1374) - (ID 1521425) and all Members are able to carry out their responsibilities and obligations.

• It will have a two (2) term, automatically extended until the first Ordinary General Meeting after the end of its term.

 

Item 10: The General Meeting approved with, 88,979,423 votes in favor (100.00% of those present) and an abstention of 2,000 (0.00% of those present), the amendment of articles 9 par.2, 10, 11, 14 and 15 of the Company's Articles of Association.

 

Item 11: The General Assembly approved by 78,332,760 votes in favor (88.03% of those present), 10,646,663 against (11.97% of those present) and an abstention of 2,000 (0.00% of those present), the amendment and renewal of the term of the approved by the General Assembly of 29.04.2020 Remuneration Policy, prepared with the diligence of the Nominations and Remuneration Committee.

 

Item 12: The General Meeting approved by 88,979,423 votes in favor (100.00% of those present) and 2,000 abstentions (0.00% of those present), the Suitability Policy of the members of the Board of Directors of the Company in accordance with article 3 of Law 4706/2020.

 

Regarding Item 13 “Various announcements, approvals and discussion of issues of general interest”, no items for approval and decision making were raised.