Terna Energy S A : Brief description of the items in the Agenda - Draft resolutions

Brief description of the items in the Agenda

Draft resolutions

ITEM 1:

Submission and Approval of the Annual Financial Statements (Company and Consolidated) for the fiscal year 2023, and of the relevant Reports of the Board of Directors and the Chartered Auditor

The 2023 Annual Financial Statements (Company and Consolidated) will be presented, which include:

• STATEMENT OF FINANCIAL POSITION STATEMENT OF COMPREHENSIVE INCOME STATEMENT OF CASH FLOWS STATEMENT OF CHANGES IN EQUITY together with the relevant Notes
• Board of Directors' Management Report addressed to the Shareholders.
• Audit Report by the Chartered Auditor Mr. George Panagopoulos from the Auditing Firm
  GRANT THORNTON.

(The Financial Statements have already been posted on the Company's website www.terna-energy.com)The Board of Directors will propose the approval of the above Financial Statements.

The General Assembly approves the above Financial Statements with ……………… votes.

ITEM 2

Approval of the proposition by the Board of Directors concerning the distribution of earnings, the payment of dividends and fees to the Members of the Board of Directors for fiscal year 2023

1. The Board of Directors proposes to the Annual Ordinary General Meeting the distribution of profits and reserves totaling Euro 44,879,934.20, i.e. amount of Euro 0.38 per share, according to article 162 par. 3 of law 4548/2018, analyzed as follows: the amount of 1,018,980.33 Euros from the reserves of Law 2238/1994 and the remaining amount of 43,860,953.87 from the reserves of article 48 of law 4172/2013 up to the year ended in 31.12.2023. This amount exceeds the amount that the Company is

obliged by law to distribute to the Shareholders as dividend. 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 2023, the Ex-Dividend date is set for Monday 8 July 2024. Beneficiaries of the Dividend are those registered in the files of Dematerialized Securities System of Tuesday 9 July 2024 (record date) and the Start Date of Dividend Payment is Monday 15 July 2024.

The dividend for the fiscal year 2023 will be paid through a financial Institution. Details will be provided with a new announcement from the company.

1. The Board of Directors, following recommendation of the Remunerations Committee, proposes to the Annual General Assembly the payment of fees to the members of the Board of Directors, from the available after taxes profits of the Company, in accordance with articles 109 and 110 of L. 4548/2018, of a total amount of € 1,370,000.00.

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The General Assembly approves with ……………. votes of the (a) proposal and with votes ……………. the

(b) proposal.

ITEM 3

Submission and approval by the General Assembly of the Report on the Audit Committee's activities during the term 01.01.2023-31.12.2023 in accordance with article 44 of law 4449/2017, as in force.

The full text of the Annual Report of the Audit Committee for the corporate year 01.01.2023- 31.12.2023, is included in the documents available to the investors and is posted on the Company's website https://www.terna-energy.com/enimerosi-ependyton /enimerosi-metoxon /genikes- sineleuseis /.

ITEM 4

Submission by the independent Board members of their activity report during the period 01.01.2023-24.05.2024, pursuant to article 9 par. 5 of law 4706/2020

The full text of the report of the Independent Members of the Board of Directors is included in the documents available to the investors and is posted on the Company's website https://www.terna-energy.com/enimerosi-ependyton/enimerosi-metoxon/genikes-sineleuseis/.

ITEM 5

Approval of Overall Management in the Year 2023.

The Board of Directors will propose the approval of the overall management in 2023 by the members of the BoD. namely Messrs. Georgios Peristeris, Emmanouil Maragoudakis, Georgios Spyrou, Michael Gourzis, Georgios Mergos, Aristotelis Spiliotis, Nikolaos Voutychtis, Andreas Taprantzis, Sofia Kounenaki-Efraimoglou, Marina Sarkisian Ochanesoglou and Tatiana Karapanagioti.

ITEM 6

Discharge of the Chartered Auditor from any relevant liability or compensation deriving from the exercise of their duties during fiscal year 2023.

The Board of Directors shall propose to the Shareholders to vote on the discharge of the Auditor Mr. George Panagopoulos from any liability or compensation deriving from the exercise of his duties for fiscal year 2023.

The General Assembly, through a special roll call voting, discharges the Auditor from any relevant liability or compensation deriving from the exercise of his duties during fiscal year 2023 with

……………….. votes.

ΙTEM 7

Discussion and voting on the Remunerations Report in accordance with article 112 of law 4548/2018 for the year 2023.

The Board of Directors will submit to the General Assembly for advisory voting the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 2023 in accordance with article 112 of Law 4548/2018, according to which remuneration was paid to the members of the

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Board of Directors during the fiscal year 2023, in accordance with the Remuneration Policy approved by the General Meeting of 23.06.2021.

ITEM 8

Election of one Regular and one Deputy Certified Auditor, members of the Body of Chartered Auditors Accountants, for auditing fiscal year 2024, and arrangement of their fees

The Board of Directors, following the fulfillment of the time limits imposed as per article 17 par. 1 of the Regulation (EU) 537/2014 and article 48 of L. 4449/2017 as in force, recommends, following the relevant recommendation of the Audit Committee dated 18.12.2023, to assign the ordinary audit of the Company's and 32 subsidiaries' financial statements for the fiscal year 2024 and their tax audit for the same aforementioned fiscal year to KPMG Certified Auditors S.A., with a total fee amounting to €347,000 plus VAT.

The Company's Regular and Deputy Certified Public Accountant shall be appointed after consultation between the Company and the said audit firm.

It is further proposed that the Board of Directors be authorized to negotiate with the audit firm any adjustments to the above-mentioned fee related to the needs of the audit procedure and potential additional audit tasks.

The General Assembly approves with …………………votes, the proposal and decides on the election of

the auditing firm KPMG Certified Auditors S.A, with headquarters on Syngrou Avenue 44, 11742, Athens, General Commercial Register (G.E.MI.) Number 001352601000, VAT 094415531, S.O.E.L. Number 114, and the above-mentioned fee. Furthermore, the General Assembly authorized the Board of Director to negotiate with the audit firm any adjustments of the above-mentioned fee that may be required by the needs of the audit procedure and for potential additional audit tasks.

ITEM 9

Various announcements and discussion about matters of general interest.

The Company's Management will refer to the Company's projects and developments, approvals, licenses and other issues that concern its regular operation.

Required quorum for resolutions on all items 1-8:20% of the share capital and

Required majority: 50% +1 votes of those present

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