Terna Energy S A : Empowerment for Representation of Shareholders in the Extraordinary General Assembly of December 16, 2020

EMPOWERMENT

for REPRESENTATION OF SHAREHOLDERS in the EXTRAORDINARY GENERAL ASSEMBLY

of DECEMBER 16, 2020

I, the undersigned shareholder with the following data:

SURNAME OF PERSON / NAME OF LEGAL ENTITY …………..………………………………….…..………………..……..

ADDRESS OF RESIDENCE/ REGISTERED OFFICE……………….………………………………………………….……....……

ID / Reg. No ………………………………………………………………………………..………………………………………….……….

NUMBER OF SHARES………………………..................................................................................................

SHAREHOLDER'S SAT No ………………………………………….…………………………………………………………………..….

SHAREHOLDER'S Account No…………………......................................................................................……

NAME AND SURNAME OF LEGAL REPRESENTATIVE(S) (applicable to legal entities only):

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I hereby empower the following representative /es:

REPRESENTATIVES' DATA:

NAME - SURNAME

ID Nr

ADDRESS

1.

2.

3.

Description of the voting procedure in case of empowerment of more than one representatives

(To be analytically described.

E.g. All the representatives act collectively or each of them separately, in case more than one representative attend the Assembly, each of them acts separately,the first excludes the second and the second the third and so on)

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to represent the undersigned in the Extraordinary Shareholders General Assembly of «TERNA ENERGY S.A.», which will take place on Wednesday December 16, 2020, and at 11:00 a.m. in the head offices of the company at 85, Messogion Ave., Athens as well as in any other Assembly after postponement or continuation of the above and to vote on my behalf with the total or part of the shares of "TERNA ENERGY SA", which I own, or the voting rights of which I hold by virtue of law or contract, in all the items of the Agenda as follows:

AGENDA ITEMS	FOR	AGAINST ABSTAIN	AT HIS SOLE
		OPTION
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.

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.

• Please mark your choice with Χ.
  or

Other (Please describe analytically)

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(The shareholder to choose to empower a representative to vote at the latter's sole option, should cross check whether there is an obligation to publish the rendering of such empowerment according to Law 3556/2007.)

I hereby inform you that I have already notified my representative(s) about the obligation of notification according to the provisions of article 128 of the Law 4548/2018. The present empowerment becomes null and void in case I notify in writing the Company at least three (3) days prior to the respective date of the General Assembly a written revocation thereof.

(Place)………………./ (Date):……………………

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(Signature)

(Name of Shareholder)

Please send the present to the attention of the Company's Shareholders Department by email IR.TernaEnergy@terna- energy.com, or by fax at 210 6968076 or by post to the registered offices of the Department at 85, Messogion Ave., 115 26, Athens.