DECISIONS OF THE SHAREHOLDERS’ ORDINARY GENERAL ASSEMBLY HELD ON JUNE 22, 2022

Today, the 22nd day of June 2022, the Shareholders of the company TERNA ENERGY S.A. held the Annual General Assembly, in which 247 Shareholders holding 89,469,694 shares and voting rights, thus a percentage of 77.48 % of the share capital, participated and the following decisions were made:

 

Item 1: Approved by 89,448,194 votes in favor (99.98% of those present) and abstention of 21,500 (0.02% of those present), in total, the Financial Statements (corporate and consolidated) for the year 2021 as 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 profits and reserves totaling Euro 39,390,730.60, i.e. an amount of Euro 0.34 per share, according to article 162 par. 3 of law 4548/2018, was approved with 89,448,194 votes in favor (99.98% of those present) and abstention of 21,500 (0.02% of those present). This amount will be increased by the dividend corresponding to the treasury shares held by the Company.

 

In particular, regarding the distribution of the dividend for the year 2021 and according to the Financial Calendar which was published in the Athens Stock Exchange, the Ex-Dividend date was set for Monday 4 July 2022. Beneficiaries of the Dividend are the shareholders registered in the files of D.S.S. on Tuesday 5 July 2022 (record date) and the Start Date of Dividend Payment is Monday 11 July 2022. Details will be given in a new announcement of the Company.

 

Approved with 82,305,883 votes in favor (91.99% of those present), 7,142,311 against (7.98% of those present) and an abstention of 21,500 (0.02% 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 € 1,370,000.

 

Item 3: The Annual Report of the Audit Committee for the year 01.01.2021-31.12.2021 was approved, with 89,448,194 votes in favor (99.98% of those present) and abstention of 21,500 (0.02% of those present).

 

Item 4: The General Assembly, with 88,941,654 votes in favor (99.41% of those present) and 357,510 against (0.40% of those present) and an abstention of 170,530 (0.19% of those present), approved the overall management during the fiscal year 2021 by the Members of the Board and specifically namely Messrs. Georgios Peristeris, Georgios Perdikaris (until 23/6/2021), Emmanouil Maragoudakis, Georgios Spyrou, Michael Gourzis, Emmanouil Moustakas (until 23/6/2021), Georgios Kouvaris (until 23/6/2021), Gagik Apkarian (until 23/6/2021), Georgios Mergos, Aristotelis Spiliotis (from 23/6/2021), Nikolaos Voutychtis (from 23/6/2021), Andreas Taprantzis (from 23/6/2021), Sofia Kounenaki-Efraimoglou (from 23/6/2021), Tatiana Karapanagioti (from 23/6/2021) and Marina Sarkisian Ochanesoglou (from 23/6/2021).

 

Item 5: The General Meeting, with 88,971,405 votes in favor (99.44% of those present) and 327,759 against (0.37% of those present) and an abstention of 170,530 (0.19% of those present), discharged the Auditor from any liability or indemnification arising from the performance of her duties for the year 2021.

 

Item 6: The General Assembly approved, with 75,158,228 votes in favor (84.00% of those present) and 14,289,966 against (15.97% of those present) and an abstention of 21,500 (0.02% 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 2021 according to article 112 of law 4548/2018, according to which remuneration was paid to the members of the Board of Directors during of the fiscal year 2021 in accordance with the Remuneration Policy approved by the General Assembly of 23.06.2021.

 

Item 7: The auditing company GRANT THORNTON was elected with 88,903,535 votes in favor (99.37% of those present), 544,569 against (0.61% of those present) and 21,500 abstentions (0.02% of those present) for the audit of the Corporate and Consolidated Financial Statements 2022 and remuneration on the basis of the respective for year 2021 after any adjustment according to the needs of the audit.

 

Regarding Item 8, the report of the independent members of the Board of Directors was submitted to the General Meeting, pursuant to article 9 par. 5 of law 4706 2020 and regarding Item 9, no issues were proposed for approval and decision making.


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