Terna Energy S A : Decisions of the Shareholders' Annual General Assembly 2024

Athens, June 20, 2024

DECISIONS OF THE SHAREHOLDERS' ANNUAL GENERAL ASSEMBLY

HELD ON JUNE 20, 2024

Today, the 20th of June 2024, the Shareholders of the company TERNA ENERGY S.A. ("the Company", hereafter) held the Annual General Assembly, in which 232 Shareholders holding 81,783,756 shares and voting rights, thus a percentage of 69.63% of the share capital, participated and the following decisions were made:

Item 1: Approved by 81,258,145 votes in favor (99.36% of those present) and abstention of 525,611 (0.64% of those present), in total, the Financial Statements (separate and consolidated) for the year 2023 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:

1. The proposal of the Board of Directors for the distribution of profits and reserves totaling Euro 44,879,934.20 i.e. an amount of Euro 0.38 per share, pursuant to article 162 par. 3 of law 4548/2018, was approved with 81,258,145 votes in favor (99.36% of those present) and abstention 525,611 (0.64% of those present). This amount will be increased by the dividend corresponding to the treasury shares held by the Company.

Regarding the distribution of the dividend for the year 2023 the Ex-Dividend date was set for Monday, 8 July 2024. Beneficiaries of the Dividend are the shareholders registered in the files of D.S.S. on Tuesday 9 July 2024 (record date) and the Start Date of Dividend Payment is Monday, 8 July 2024. Details will be given in a new announcement from the Company.

1. Approved with 81,094,845 votes in favor (99.16% of those present), and an abstention of 688,911 (0.84% 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 01.01.20223-31.12.20223 was approved, with 81,258,145 votes in favor (99.36% of those present) and abstention of 525,611 (0.64% of those present).

Item 4: The Report of the Independent Non-Executive Directors was presented to the shareholders pursuant to article 9 par. 5 of law 4706/2020.

Item 5: The General Assembly, with 81,011,932 votes in favor (99.06% of those present) and 227,183 against (0.28% of those present) and an abstention of 544,611 (0.67% of those present), approved the overall management during the fiscal year 2023 by the Members of the Board and specifically namely Messrs. Georgios Peristeris, Emmanouil Maragoudakis, Georgios Spyrou, Michael Gourzis, Georgios Mergos, Aristotelis Spiliotis, Nikolaos

Voutychtis, Andreas Taprantzis, Sofia Kounenaki-Efraimoglou, Tatiana Karapanagioti and Marina Sarkisian Ochanesoglou.

Item 6: The General Assembly, with 81,006,291 votes in favor (99,05% of those present) and 232,824 against (0.28% of those present) and an abstention of 544,641 (0.67% of those present), discharged the Auditor from any liability or indemnification arising from the performance of his duties for the year 2023.

Item 7: The Remuneration Report of the Company for the financial year 2023 was submitted to the General Assembly for discussion and advisory voting. The General Assembly approved, with 70,858,522 votes in favor (86.64% of those present) and 10,236,323 against (12.52% of those present) and an abstention of 688,911 (0.84% of those present) the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 2023, pursuant 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 2023 in accordance with the Remuneration Policy approved by the General Assembly of 23.06.2021.

Item 8: The General Assembly with 81,258,145 votes in favor (99.36% of those present) and 525,611 abstentions (0.64% of those present), decided the election of the auditing firm KPMG Certified Auditors S.A. for the regular audit of the annual financial statements of the Company and 32 subsidiaries for the fiscal year 2024 as well as for their tax audit for the same fiscal year as above, with a total fee amounting to €347,000 plus VAT .

Regarding the 9th item "Various announcements and discussion of matters of general interest" the Management informed the Shareholders present about recent developments and the course of the Company's operations.