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

Short description of the Items on the Agenda

Draft Decisions

ITEM 1:

Distribution of profits and provisional reserves of the Company of the financial years up to 31.12.2019, in accordance with article 162 par. 3 of law 4548/2018, of a total net amount of EUR 19,695,365.30, i.e. an amount of EUR 0.17 per share. Granting of authorization to the Board of Directors to determine the details for the implementation of the said decision and within its limits, and more specifically to determine the beneficiaries of this cash distribution, the "ex-dividend" date, the payment date as well as any other relevant matter.

The Board of Directors will propose the approval of the distribution of profits and provisional reserves of the Company of the financial years up to 31.12.2019, in accordance with article 162 par. 3 of law 4548/2018, of a total net amount of EUR 19,695,365.30, i.e. an amount of EUR 0.17 per share. Granting of authorization to the Board of Directors to determine the details for the implementation of the said decision and within its limits, and more specifically to determine the beneficiaries of this cash distribution, the "ex-dividend" date, the payment date as well as any other relevant matter.

The General Assembly with votes …………………………… approves the proposal for the distribution of profits and provisional

reserves of the Company of the financial years up to 31.12.2019, in accordance with article 162 par. 3 of law 4548/2018, of a total net amount of EUR 19,695,365.30, i.e. an amount of EUR 0.17 per share and authorizes the the Board of Directors to determine the details for the implementation of the said decision and within its limits, and more specifically to determine the beneficiaries of this cash distribution, the "ex-dividend" date, the payment date as well as any other relevant matter.

ITEM 2:

Granting of shares of the Company to executive members of the Board of Directors and senior executives of the Company in accordance with the provisions of article 114 of law 4548/2018. Proposition to grant up to two million five hundred thousand (2,500,000) free new shares to be issued through capitalization of share premium reserves to executive members of the Board and senior executives of the Company for their contribution in achieving the financial goals, in implementing new projects and in increasing the profits of the Company during the term 01.01.2021- 31.12.2023 and granting of authorization to the Board of Directors to undertake all necessary actions for the implementation of such decision and the determination of the distribution terms..

The Board of Directors proposes the approval of granting of shares of the Company to executive members of the Board of Directors and senior executives of the Company in accordance with the provisions of article 114 of law 4548/2018. Proposition to grant up to two million five hundred thousand (2,500,000) free new shares to be issued through capitalization of share premium reserves to executive members of the Board and senior executives of the Company for their contribution in achieving the financial goals, in implementing new projects and in increasing the profits of the Company during the term 01.01.2021- 31.12.2023 and granting of authorization to the Board of Directors to undertake all necessary actions for the implementation of such decision and the determination of the distribution terms.

The General Meeting approves with votes …… ... approves the granting of shares of the Company to executive members of

the Board of Directors and senior executives of the Company in accordance with the provisions of article 114 of law 4548/2018. Proposition to grant up to two million five hundred thousand (2,500,000) free new shares to be issued through capitalization of share premium reserves to executive members of the Board and senior executives of the Company for their contribution in achieving the financial goals, in implementing new projects and in increasing the profits of the Company during the term 01.01.2021- 31.12.2023 and authorizes the Board of Directors to undertake all necessary actions for the implementation of such decision and the determination of the distribution terms.

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