under our capacity that is presented above, according to the provisions stipulated by law (article 4 of Law 3556/2007), and also as appointed for the specific purpose by the Board of Directors of the Societe Anonyme under the name “TERNA ENERGY FINANCE SOCIETE ANONYME” (henceforth called as the “Company” for brevity reasons), we declare and verify according to the law that to the best of our knowledge:

(i) The attached annual financial statements of the Company TERNA ENERGY FINANCE S.P.S.A. for the annual period from January 1st 2022 to December 31st 2022, prepared according to the applicable accounting standards, present truly and fairly the assets and liabilities, the equity and the financial results of the Company, and

(ii) The attached BoD Report depicts in a true manner the development, performance and position of the Company, including the description of the main risks and uncertainties that the Company faces.

Athens , 19 April 2023

Chairman of the BoD

CEO

Vice-Chairman of the BoD

Vasileios Delikaterinis

Aristotelis Spiliotis

Dimitra Chatziarseniou

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Annual Financial Report for FY 2022

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4

II. ANNUAL REPORT OF THE BOARD OF DIRECTORS OF TERNA ENERGY FINANCE SINGLE PERSON SOCIETE ANONYME ON THE FINANCIAL STATEMENTS FOR FINANCIAL YEAR 2022

Dear Shareholders,

The present Annual Report of the Board of Directors which concerns the year from 01/01/2022 to 31/12/2022 has been prepared and is fully aligned with the provisions of Law 4548/2018, article 4, par. 2 (c), 6, 7 & 8 of Law 3556/2007 and article 8 of the decision with number 8/754/14.4.2019 of the Board of Directors of the Hellenic Capital Market Commission.

The Report includes financial and non-financial information of the Company for the year ended 31/12/2022 and describes significant events that took place during that period and after the reporting date of the financial statements, as well as their impact on the Company's course and prospects. It also describes the main risks and uncertainties that the Company may face in the coming year. Finally, the significant transactions between the Company and the related parties are presented.

The financial statements have been prepared in accordance with the International Financial Reporting Standards as such were adopted by the European Union.

The Company was founded on 14.10.2016 under the title "TERNA ENERGY FINANCE SOCIETE ANONYME" and the distinctive title "TERNA ENERGY FINANCE S.P.S.A." (hereinafter “TERNA ENERGY FINANCE S.P.S.A.) and is a fully owned by 100% subsidiary of the listed on the Athens Exchange company "TERNA ENERGY SOCIETE ANONYME INDUSTRIAL COMMERCIAL TECHNICAL COMPANY" (hereinafter "parent", "TERNA ENERGY SA").

The Company’s operations focus on the following:

• investment and financing the operations of the Company and/or its affiliated companies and entities,

• intermediation in financing by third parties of the companies and businesses affiliated with the Company,

• provision of services and consultancy to companies and entities affiliated with the Company regarding the capital structure and in general their financing, and

• in general terms, undertaking any project, service and any activity or any other action which is relevant to the above scope of the Company’s operations or generally is performed in the context of that scope.

The Company is supported by its parent company, TERNA ENERGY ABETE, which fully determines and controls the decisions, the management, and the operation of the Company. Substantially, the Company is a financial fund for the implementation of specific investments indicated by TERNA ENERGY ABETE, (sole shareholder of TERNA ENERGY MAEX and guarantor of the Joint Bond Loan). The Company, apart from its investment in the bonds of the intra-group loan issued by TERNA ENERGY ABETE, has no other business activity, is not active in any market and has no other assets.

In the case that TERNA ENERGY ABETE ceases to support the Company in terms of administration and operation or is unable to fulfil its contractual obligations to the Company under the terms of the Intercompany Loan, this may have material adverse consequences: a) on the Company's ability to fulfil its obligations, mainly due to insufficient cash flows and revenues, b) on the trading price of the Company's Bonds on the Athens Exchange Market, (c) the results of operations, financial condition and prospects of the Company.

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The operating framework, financial trends, and risks/uncertainties, as well as the Company's outlook are described as follows:

Α . Financial Developments and Performance of FY 2022

Despite the challenges encountered from the beginning of the year, the Greek economy in 2022 recorded significant growth, which was higher than the European average and almost double the estimates at the beginning of last year (after the start of the war in Ukraine). According to provisional ELSTAT data, the Greek economy grew by 5,9% in 2022 with GDP reaching €192 billion from €181 billion in 2021. This was mainly driven by an increase in private consumption, investment and tourism despite increased imports and reduced government spending.

Specifically, in the first semester of the financial year, the economy recorded a strong growth rate (+7,5%), supported mainly by private consumption and investment, which recorded a double-digit growth rate, as well as the lower base rate of growth. From the third quarter of the year, however, the growth rate slowed down as the high inflation appeared to have a greater impact on consumption expenditure and, to be noted, the higher base rate of growth.

A significant contribution was made by investments in 2022, with the public investment program amounting to 11,0 billion for 2022. Furthermore, foreign direct investment hit an all-time record in 2022, reaching EUR 6,24 billion compared to EUR 5,56 billion in 2021. The significant financial contribution from the Recovery and Resilience Fund is also worth to be noted, with Greece showing one of the highest absorption rates in the European Union with 11,4 billion (about 6,4% of GDP) distributed in the country since August 2021 so far. Finally, the significantly improved liquidity conditions are highlighted with deposits exceeding 180 billion, the highest level since 2011.

The Consumer Price Index according to the latest ELSTAT data for the whole of 2022 stands at 9,6%, showing a steady deceleration in the last quarter of the year as a result of the decline in energy prices and the higher base rate. In December the index stood at 7,2%, lower than the euro area index of 9,2%.

A further decline in the unemployment rate had a positive impact on consumer spending, with the seasonally adjusted unemployment rate in December 2022 standing at 11,6%, down from 12,9% in December 2021, levels observed before 2010.

In the export sector, tourism had a very strong performance with total collections reaching 17,6 billion (97% compared to 2019) while visitors reached 27,8 million (89% compared to 2019). On the other hand, imports also recorded a significant increase due to increased energy prices, resulting in a higher current account balance compared to 2021.

In the fiscal area, according to the latest data, results are expected to exceed targets, with the primary deficit expected to be in the range of 1,2% compared to the target of 1,6% in line with improved tax revenues and higher growth despite the measures of supporting households from inflationary pressures. To be noted that

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based on Ministry of Finance data, the government has supported households and businesses against the energy crisis with 10,7 billion in 2022.

The interest rate of the Greek 10-year benchmark bond at the end of December reached 4,3%, compared to 1,2% at the beginning of the year as a result of the upward cycle of interest rates in global markets, with the spread over the German bonds increasing by about 50 basis points to 200 basis points. In total for 2022, the Hellenic Republic borrowed EUR 8,3 billion from the markets through bond issuance, while the country's credit rating was improved by one grade in 2022 by 3 rating agencies (S&P, DBRS, R&I). Greece, at the end of 2022, was one point below the investment grade according to Scope, DBRS, S&P and R&I, 2 points below according to Fitch and 3 for Moody's.

Perspectives of the Greek Economy

The Greek economy is expected to continue growing in 2023 but at significantly slower rates as a result of slower Eurozone growth and inflationary pressures that are likely to affect private consumption. In addition, the shift in monetary policy to a more restrictive stance is expected to have an inhibiting effect on economic activity. Nonetheless, effective use of the resources of the EU's long-term budget 2021-2027 and the European Recovery and Resilience Mechanism may moderate the impact of the energy crisis on the economy.

According to the Bank of Greece, the Greek economy is expected to grow at a rate of 1,5% in 2023, remaining above the European average (+0,8% according to the European Commission, +0,5% according to the ECB).

The decline in inflation rate is expected to gradually moderate the impact on households, helping consumption in conjunction with the announced increases in wages and pensions. A positive contribution is also expected from the public investment program amounting to 12 billion for 2023 according to the budget and the utilization of RRF money. Tourism is also expected to be positive for another consecutive year. Finally, a series of positive trends for the European economy are noted in recent months, with lower energy prices due to a milder winter and a diversified import mix, business resilience and labour market helping the European economy to avoid recession in late 2022 and early 2023.

On a longer-term horizon, the outlook for the Greek economy remains positive, with the Bank of Greece forecasting growth of 3,0% for 2024 and 2,8% for 2025 (compared to 1,9% and 1,8% respectively for the Eurozone), given the de-escalation of the geopolitical crisis and a reduction in energy prices, a positive development of tourism and the implementation of significant investment projects.

Energy sector trends and the crisis impact

Since Autumn 2021 the global energy system has been under a severe disruption which was further exacerbated in early 2022 by Russia's military aggression against Ukraine. The sharp rise in the energy prices generated significant inflationary pressures as well as raised doubts about energy security.

The country's energy needs are mainly covered by imports (crude oil and natural gas) and, to a lesser extent, by domestic production of solid fuels and renewable energy sources (RES). Greece's primary energy import dependency ratio is around 85% compared to 60% in the EU-27, indicating the country's high energy dependency. However, this dependence is partly counterbalanced by the country's diversified sources of

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supply as a consequence of its geographical position and the investments that have been made in the relevant infrastructure.

The result of this was the country's being able to meet its energy needs without significant problems in 2022. It is remarkable that gas imports from Russia for both domestic consumption and export in 2022 were reduced by 16% (with total demand increasing by 11% due to increased exports) and limited to 33% of the total in 2022 from 45% in 2021.

After a period of very low international gas prices, which reflected the reduced demand because of the pandemic, from mid-2021 prices showed a strongly upward tendency. Hence, the average import price for Greece increased from 15,2 EUR/MWh in January 2021 to 98,2 EUR/MWh in January 2022 and to reach 175,5 EUR/MWh in September 2022. Since then, it has been following a steadily decreasing tendency in line with international markets.

The increase in natural gas supply prices pushed up the wholesale electricity prices on the Greek Energy Exchange Market, which recorded an equally steep rise. In August 2022, wholesale electricity prices including surcharges (for balancing and other ancillary services) reached EUR 454,9/MWh compared to EUR 251/MWh in January before falling to EUR 311,9/MWh in December. Overall, for 2022 the wholesale price reached 306,6 EUR/MWh compared to 132,1 EUR/MWh in 2021. The increased prices of CO2 emission allowances have also contributed to the increase in electricity prices but their impact on electricity prices is lower than the effect of the increase in gas prices.

Given the rise in gas import prices and wholesale electricity prices, retail gas and electricity prices have shown a significant increase, essentially forcing the government to proceed with rebates on energy bills for businesses and households. In total for the year, it is estimated that after the subsidies the burden on households and businesses amounted to 20%-50% (depending on consumption).

In an effort to reduce the impact of the energy crisis, the Greek government has introduced a series of regulatory interventions in the energy market to reduce the costs for consumers. The most basic of these were:

(i) The imposition of a cap from 8 July 2022 to 30 June 2023 on the compensation of electricity derivatives from lignite, natural gas (the cap is adjusted monthly based on international gas and CO2 prices), hydroelectric plants and RES. Indicatively for December 2022 the cap was 196,5 EUR/MWh for lignite, 326,9 EUR/MWh for gas plants, 112,0 EUR/MWh for large hydro and 85,0 EUR/MWh for RES portfolios. Thus the additional revenues from the wholesale electricity market, after the compensation of the generators, are allocated to the Energy Transition Fund and used to benefit consumers.

(ii) Investigation of excess profits in electricity and gas production and trading, with any revenues being allocated to the Energy Transition Fund and used to subsidise consumers.

(iii) The EUR 10/MWh levy on the price of natural gas used for electricity generation was abolished and replaced in March 2023 where, based on the legislation, the way of calculating the special levy for the Energy Transition Fund is changed, which will be calculated as a percentage of 5% of the average monthly price of TTF gas.

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Other interventions included changing the way electricity consumers are billed, with the abolition of the indexation clause, suspension of the ligninisation program by increasing lignite production, extra subsidies from the state gas company to consumers.

Overall, Greece is estimated to have allocated one of the highest amounts at European Union level to support the economy against the energy crisis, amounting to approximately 5,0% of GDP.

Electricity generation and developments in RES

Electricity consumption in the country for 2022 fell by 3,4% (interconnected system) mainly as a consequence of reduced demand in the system due to milder weather. As a result, natural gas production decreased by 14%, while hydroelectric production decreased by 24,4%, whereas RES production increased by 14,2% following the increase in installed capacity, while lignite production increased by 4,6%. Finally, net imports decreased by 6,4%. It is remarkable to note that the contribution of renewables increased to 39% against 33% in the previous year, while including large hydro, renewables covered 47% of the country's total demand, compared to 43% in 2021 and 35% in 2020.

At the end of 2022, the total installed RES capacity in the country amounted to 9,9GW compared to 8,8GW at the end of 2021. The total installed capacity of wind farms in the country reached 4.681MW, adding 230MW during the year. Correspondingly, the installed capacity of PV farms in the country reached 4.592 (excluding rooftop PV), an increase of 922MW. It is remarkable that according to ELETAEN, at the end of 2022 over 840MW of new wind farms were under construction, the vast majority of which are expected to be connected to the grid within the next 18 months. Another 450 MW are in the contracting phase or are about to start construction. As a result, total wind capacity will reach around 6 GW within the next three years.

In September 2022, Energy Regulatory Authority launched a joint competitive bidding procedure for RES plants. A total of 538MW of capacity was auctioned, which was distributed among wind technology at a rate of 30,9% (166,25 MW) and photovoltaic technology at a rate of 69,1% (372,16 MW). The average price for photovoltaics was EUR 47,98/MWh and for wind at EUR 57,66/MWh. It is recalled that in the previous joint tender procedure (May 2021), the average price for photovoltaics amounted to 37,6 EUR/MWh with 350MW vested, while no wind farm was selected, leaving 88 MW unvested.

Recently the Greek Government presented the draft of the new National Energy and Climate Plan (NECP) using the RePowerEU policy package as a reference:

(i) a 55% reduction in greenhouse gas emissions in 2030, compared to 1990 emission levels, and achieving climate neutrality in 2050.

(ii) A target for renewable energy as a share of gross final energy consumption in 2030 equal to 40% (or 45%), accompanied by individual targets per consumption sector (electricity, heating and cooling and transport).

(iii) Energy efficiency in 2030 equal to -13%, measured as the percentage change in final energy consumption compared to the 2030 projection of the 2020 Reference Scenario.

(iv) Targets for blending of biofuels (advanced and above conventional) and renewable gases of non-biological origin as a % in transport fuels.

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In the electricity sector, the ESDP aims to increase the country's installed RES capacity up to 25GW by 2030, with RES covering about 80% of electricity demand and 45% of total energy demand.

Basic Financial Figures:

The Company in 2022 realized Interest Income of € 5.352 thousand compared with € 5.352 thousand thousand of the previous year. The lack of volatility is due to the fact that there was no variation in the nominal value of the principal and the interest rate of the loan granted to the parent company TERNA ENERGY SA during the financial year 2022.

The results of the Company recorded a profit before taxes € 758 thousand compared to a profit of € 790 thousand in the previous year.

Finally, the liquidity ratio of the Company (Current Assets over Current Liabilities) settled at 6,04.

Regarding the allocation of the bond loan of TERNA ENERGY FINANCE SA (CBL) amounting to € 150,000 thousand, it has been decided to use the capital proceeds for the period 22/10/2019 to 31/12/2022 as follows:

Until 31/12/2022, all of the funds borrowed have been disposed of.

Β . Significant events during the financial year 2022

• Resolutions of the Repetitive General Meeting of the Bondholders of 25/11/2022

At the Repetitive General Meeting of the Bondholders of "TERNA ENERGY MONOPOROSOPE ANONYMOUS FINANCE COMPANY" held on 25/11/2022, it has been approved the modification of the use of the raised funds of the COMMON BOND LOAN. Specifically, the Repetitive General Meeting of the Bondholders approved the extension of the use of the amount of € 10.767 thousand (unallocated amount as of 30/06/2022), so that it can be used for the construction by subsidiaries of the guarantor TERNA ENERGY SA of wind farms in the wider Greek territory until 31/3/2023.

C. Significant events following the closing FY 2022

There were no significant events after the date of the Statement of Financial Position. However, the Terna Energy Group to which the Company is affiliated is closely monitoring the geopolitical developments in Ukraine. The effects of this military conflict have had a significant impact on the electricity market where the

Area of investment

Amounts in

€ thous.

4 th quarter 2019

1

Total repayment of Short-term Bank Loan of the Guarantor (used to repay CBL 2017).

€ 60,000

2

Partial repayment of Short-term Bank Loan of the Guarantor used to repay part of the consideration for acquisition of the wind park “Bearkat I” in Texas, USA

€ 30,632

Period 2019 – 2022

3

Construction of 14 wind parks in Greece, of a total capacity of 218 MW by the Guarantor or by the Subsidiaries of the Guarantor (either through intra-group loan from the Guarantor to the subsidiaries or through a share capital increase in the Subsidiaries by the Guarantor).

€ 56,000

Total investments

€ 146,632

(-) Estimated CBL issuance expenses

€ 3,368

Total capital proceeds by the Issuer

€ 150,000

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Group operates. In any case, given the nature of the transactions carried out by the Group's companies, there was no direct impact on the Group's figures and performance. Other risks such as the fluctuation of expected government revenues in the tourism sector, energy and grain price inflation and uncertainty in the development of foreign direct investment continue to be variables that may affect fiscal flexibility and the broader economic climate with unavoidable indirect consequences on the Group.

D. Risks and Uncertainties

Based on what has been extensively mentioned in the "Introduction" of the present report, the Company is operatively supported by its parent company TERNA ENERGY SA, which fully influences the decisions, the Management and the operation of the Company and exercises control over them. In the event that TERNA ENERGY SA ceases to assist the Company in terms of management and operation or is unable to fulfill its contractual obligations to the Company, under the terms of the Intragroup Loan, this may have substantial negative consequences to the following: a) the ability of the Company to fulfill its obligations, mainly due to insufficient cash flows and revenues, b) the trading price of the Company Bonds on the Athens Exchange, c) the results, the financial position and the prospects of the Company.

Taking into account the above, the main risks and uncertainties in the business activities of the Company are directly related to those of the TERNA ENERGY Group (hereinafter "Group") and for this reason, the report on the Main Risks & Uncertainties of the Company should be combined with section E of the Annual Report of the Board of Directors of the parent company, sole shareholder and Guarantor, TERNA ENERGY SA, with regard to the annual period ending on 31/12/2022, where a detailed reference is made to the risks of TERNA ENERGY SA. The consolidated and separate financial statements of TERNA ENERGY SA for the year ended 31/12/2022 have been approved by the Board of Directors of the Company on 19/04/2023 and have been posted on the internet on its website www.terna-energy.com, as well as on ATHEX website.

In synopsis, we present the main risks and uncertainties in the activities of the TERNA ENERGY SA Group, as described in the published financial statements for the year ended 31/12/2022and which are summarized in the following:

Credit Risk

All receivables of the energy sector concern the wider Public sector in the domestic (Greek) market (including ENEX, DAPEEP and HEDNO) and abroad, while the same applies to the concessions sector as well as to most of the receivables of the construction sector. The Group has traditionally, due to the nature of its business, is not exposed to significant credit risk from trade receivables. In the past, there have been delays in collections from the DAPEEP, which have been significantly reduced with the implementation of Law 4254 /14 as well as the extraordinary levy imposed for the fiscal year 2020 to address the side effects of the coronavirus pandemic, on electricity producers from Renewable Energy Sources (RES) power plants, which have been put into normal or trial operation by 31 December 2015 (Government Gazette 245/09.12.2020). In other transactions with individuals, the Group operates with a view to limiting credit risk and securing its receivables.

Currency risk

The Group operates, besides Greece, also in Eastern Europe, therefore it is possible to be exposed to exchange rate risk that may arise from the exchange rate of the euro to other currencies. This type of risk can only arise from commercial transactions in foreign currencies, from investments of financial assets in foreign currencies,

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as well as from net investments in foreign entities. In order to limit this risk, the Group utilizes locally generated cash surpluses in local currency. During the operating phase, all related costs and revenues are incurred in local currency, eliminating any possibility of generating foreign exchange differences.

To mitigate this risk, the Group's financial management department systematically monitors exchange rate movements and ensures that they do not have a negative impact on cash resources.

Interest rate risk

The Group's policy is to minimize exposure to interest rate risk in terms of long-term financing of its operations.

As part of this policy, the long-term loans received by the Group either have a fixed interest rate or are being hedged for almost their entire duration.

Market risk analysis

The Group is not exposed to any risk for its financial assets.

Liquidity risk analysis

The liquidity of the Group is considered satisfactory, as, in addition to the existing cash, the operating wind farms generate continuous, satisfactory cash flows.

Other risks and uncertainties

The Group remains exposed to short‐term fluctuations of wind and hydrologic data, a fact, which does not affect the long‐term efficiency of its projects, as prior to the implementation of the investments extensive studies take place with regards to the long‐term behavior of such factors.

The construction sector of TERNA ENERGY is subject to significant fluctuations, both with regards to turnover and with regards to the profitability of each construction project, because the construction activity, particularly of specialized companies such as TERNA ENERGY, entails increased volatility that is mainly related to the ongoing renewal of the backlog of construction agreements towards third parties, which are mainly Public entities.

(a) Special note to the war conflict in the region of Ukraine

Terna Energy Group is closely monitoring the geopolitical dynamics in Ukraine. The effects of this military conflict have had a significant impact on the electricity market where the Group operates. In any case, given the nature of the transactions carried out by the Group's companies, there was no direct impact on the Group's size and performance. Other risks such as the fluctuation of expected government revenues in the tourism sector, energy and grain price inflation and uncertainty in the development of foreign direct investment continue to be variables that may affect fiscal flexibility and the broader economic climate with unavoidable indirect consequences on the Group.

(b) Wind and hydrological data fluctuations

Regarding its activity in the energy sector, the Group remains exposed to the short-term fluctuations of wind and hydrological data, without affecting the long-term profitability of its projects, if the implementation of its investments is preceded by extensive studies involving long-term studies of the above factors. From now on, calculation models should incorporate new factors allowing for the occurrence of potential events of force majeure, such as the current epidemic, in order to examine in greater depth, the viability of any projected investment.

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Furthermore, the Company is directly exposed to multiple financial risks, such as credit risk and liquidity risk. The Company does not use derivative financial instruments to hedge its exposure to specific categories of risk.

The process followed is as follows:

(i) Assessment of risks related to the Company's activities and operations,

(ii) Designing the methodology and selecting appropriate financial products to mitigate the risks; and

(iii) Execution/implementation, in accordance with the procedure approved by the Management, of the risk control process.

The Company's financial instruments consist of deposits with banks, receivables from granted bond loans to the parent company and liabilities from underwritten bond loans.

Foreign exchange risk of the Company

The Company's functional currency is the Euro. The Company is not exposed to currency risk as all of its transactions are denominated in Euro.

Interest rate risk of the Company

The Company's policy is to minimise its exposure to interest rate cash flow risk in respect of long-term financing. The Company's borrowings relate to the 2019 CER (see Note 10), i.e. they are denominated in Euros and the interest rate is fixed. Therefore, the Company is not exposed to interest rate risk.

Credit risk of the Company

Credit risk is the risk when the counterparty to a financial instrument will cause a loss to the other party by failing to settle the related obligation.

Ε . Prospectives

The Company is a monetary capital, which is intended for the implementation of selected investments indicated by TERNA ENERGY SA (exclusive shareholder and Guarantor of the Bond Loan). As the Company has no other business activity, apart from its investment in the bonds of the Intragroup Loan issued by TERNA ENERGY SA, is not active in any market and has no other assets.

Considering the above, the prospects of the Company should be read in conjunction with section D of the Annual Report of the Board of Directors of the parent company, sole shareholder and Guarantor, TERNA ENERGY SA of the annual period ending 31/12/2022, where a detailed reference is made to the prospects of the TERNA ENERGY SA. The consolidated and separate financial statements of TERNA ENERGY SA for the year ended 31/12/2022 have been approved by the Board of Directors of the company on 19/04/2023 and have been posted on the internet on its website www.terna-energy.com, as well as on the Athens Exchange website.

Prospectives of TERNA ENERGY Group

The changes that have occurred in energy markets as a result of the crisis are expected to redefine the energy landscape for the coming years. The arguments about the positive impact of renewable energy were already strong enough, but now the economic arguments about energy costs and energy security have been strengthened. In this context, the effects of the crisis on the renewable energy sector are expected to lead to

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further strengthening and acceleration. Early indicators of this are the recent announcements by the US government on the Inflation Reduction Act (IRA) and, at European level, RePowerEU and the Green Deal Industrial Plan.

However, a significant effort is required to enable the renewable energy sector to meet the targets set. The main challenges facing the sector are concentrated around the regulatory framework relating to the redesign of energy markets and the establishment of long-term and stable licensing procedures and inflationary pressures, with a focus on their impact on the supply chain.

Recognizing these conditions, TERNA ENERGY Group in the course of the investment conference organized in May 2022 announced its new investment plan targeting the installation of 5,5 GW of renewable energy by the end of 2029, aiming at an installed capacity of more than 6,4GW from 895 MW today. The total cost of the investment plan is estimated at 5,9 billion for the period 2022-2029. Upon completion of the program, the Group's operating profitability (EBITDA) is expected to exceed 700 million annually.

It is worth to note that the total project portfolio of TERNA ENERGY Group in Greece currently amounts to 12 GW including projects of various technologies in various development phases. Furthermore, projects with a capacity of more than 1,0 GW are under consideration in other countries.

The large number of projects and technologies, the group's deep knowledge and long-term commitment to the field, as well as its sound financials are expected to support the continuous and successful execution of the investment program.

Taking into account the above, the prospects of TERNA ENERGY Group for the year 2023 and for the following years are positive, despite the challenges faced by the global economy and Greece.

F. Alternative Performance Measurement Indicators ("APMI")

In the context of applying the Guidelines “Alternative Performance Measures” of the European Securities and Markets Authority (ESMA/2015/1415el) which are applied from 3rd of July 2016 in the Alternative Performance Measures Indicators (APMI).

The Company uses Alternative Performance Measurement Indicators ("APMI") in decision-making regarding its financial and operational planning, as well as for the evaluation and publication of its performance. These APMIs serve to better understand the financial and operational results of the Company and its financial position. Alternative Performance Measurement Indicators should always be considered in conjunction with the financial results prepared in accordance with IFRS and in no way replace them.

When describing the Company's performance, the following indicators are used:

“Net debt / (Surplus)” is a ratio by which the Company’s Management assesses each time the respective cash position. The ratio is defined as total long-term loan liabilities, short-term loan liabilities, long-term liabilities payable in the next fiscal year, less cash and cash equivalents.

“Loan Liabilities to Total Capital Employed” is a ratio with the Company’s Management assesses the Company’s financial leverage. As Loan Liabilities are defined Long - Term Loans and Long-term liabilities payable in the next fiscal year. The Total Capital Employed is defined as the sum of the total equity, plus the Net debt / (surplus).

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“Gross Profit Margin” is an indicator by which the Company's Management evaluates its profitability and is defined as the percentage of net income / (expenses) from interest to interest income.

“EBIT (Earnings before Interest & Taxes) - Operating Profit before interest and taxes”: is an indicator by which the Company's Management assesses its operating performance. The figure is defined as: Net Profit / (loss) of the year less income tax.

“EBITDA (Earnings before Interest Taxes Depreciation & Amortization)”: It is an indicator by which the management evaluates the operational performance of the Company. The ratio adds to the operating profit before taxes and interest (EBIT), the total depreciation/amortization of tangible and intangible fixed assets and deducts the corresponding amortization of the fixed asset grants, if any.

The following table presents the Alternative Performance Measurement Indicators, which were measured in accordance with the Annual Financial Statements for the fiscal years 2022 and 2021:

Amounts in thousand €

2022

2021

Long‐term loans

147.808

147.274

Long‐term liabilities carried forward

737

758

Loan Liabilities (a)

148.545

148.032

Cash and cash equivalents (b)

4.526

2.445

Net debt/(surplus) (a) - (b)= (c)

144.019

145.587

Total equity (d)

3.261

2.669

Total Employed Capital (c) + (d) = (e)

147.280

148.256

Loan Liabilities (a)/Total Employed Capital (e)

100,86%

99,85%

Financial income (f)

5.352

Financial expenses (g)

(4.489)

(4.473)

Net financial income (f) - (g) = (h)

863

879

Gross profit margin (h)/(f)

16,12%

16,42%

Net profit for the year (i)

591

621

Income tax expense (j)

(167)

(169)

EBIT (i)-(j)

758

790

EBITDA (i)-(j)

758

790

G. Share Capital Structure, Equity and other information

Since its establishment and until today, the Company has not proceeded with the acquisition of treasury shares.

The share capital of the Company amounts to a total of one million eight hundred and fifty thousand euros (1,850,000 €) divided into one million eight hundred and fifty thousand (1,850,000) common registered voting shares, with a nominal value of one euro (1.00 €) each.

From each share derive all the rights and obligations defined by the Law and the Company Status.

The company has not incurred any research and development expenses and has no branches.

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H. Personnel Management

The Company employed one person during both the present year 2022 as well as the previous year. The Company implements human resource management policies which are the same as the policies implemented by the “TERNA ENERGY SA” Group to which it belongs.

I. Transactions with Related Parties

The Company’s transactions with related parties in the concept of IAS 24 “Related Party Disclosures” have been carried out according to market norms. The amounts of sales and purchases during the year 2022 well as the balances in terms of receivables and payables as of 31/12/2022 for the Company that have been derived from transactions with related parties are presented in Note 18 of the financial statements.

Transactions and balances for the financial year 2022 are as follows:

31/12/2022

Purchases/Expe nses

Sales/Income

Receivables

Liabilities

Parent Company

1

5.352

147.688

−

Total

1

5.352

147.688

−

Regarding the above transactions the following clarifications are provided:

• Interest income of TERNA ENERGY FINANCE S.P.S.A. from TERNA ENERGY S.A. amounting to € 5,352,083 concern the Intragroup Loan of 2019.

• Receivables of the Company from TERNA ENERGY S.A. amounting to € 147,688,153 relate to the Intragroup Loan of 2019 (capital and interest).

Within the year 2022 no benefits were granted to the Company’s members of the management or directors.

Athens, 19 April 2023

The Chairman of the Board of Directors

Vasileios Delikaterinis

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III. CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is prepared pursuant to the provisions of articles 152 and 153 of Law 4548/2018, as a special section of the Management Report of the Board of Directors, providing the following information:

1. Governance documents

1.1 Corporate Governance Code

The Company applies in the entirety of its activities and operations all established rules and procedures by the legislative, supervisory, and other competent authorities without derogations. In addition, it has adopted internal rules and business practices that contribute to the compliance with the principles of transparency, professional ethics and sound managing of all resources of the Company at every level of its hierarchy for the benefit of its shareholders and related parties.

The Company has adopted the Hellenic Corporate Governance Code ("HCGC") of the Hellenic Corporate Governance Council, as revised in 2021 and in force. The HCGC can be found at the following e-mail address

https://www.esed.org.gr/web/guest/code-listed

. With the application of the HCGC and the individual

thematic regulations, the Management ensures the effective control and utilization of the Company's resources and promotes corporate responsibility as a core value the Group's development.

Deviations from the HCGC and explanation of the reasons for non-compliance

Article

HCGC text

Explanation

Data-Comments

1.6.

The Board of Directors is responsible for defining the company's values and strategic orientation, as well as constantly monitoring their observation. At the same time, it remains responsible for the approval of the company's strategy and business plan, as well as for the continuous monitoring of their implementation. The Board of Directors also reviews regularly the opportunities and risks in relation to the defined strategy, as well as the relevant measures taken to address them. The Board of Directors, seeking to receive all necessary information from its executive members and/or managers, is informed about the market and any other development affecting the company.

The Company does not employ senior or senior management personnel and the corresponding services are provided by senior managers of its parent company, to whom the parent company's HCGC is in force and applies.

Where reference is made in this Code to senior management personnel , it shall mean the senior management personnel of its parent company.

2.2.15.

The company ensures that the diversity criteria relate not only to the members of the Board of Directors but also to senior management personnel with specific gender representation targets, as well as timelines for achieving them.

The Company does not employ senior management personnel and the corresponding services are provided by senior managers of its parent company, to whom the HCGC of the parent company is in force and applies.

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Article

HCGC text

Explanation

Data-Comments

2.2.17.

The selection criteria ensure that members of the Board of Directors can devote sufficient time to the performance of their duties and place restrictions on the number of positions they hold as members of the Board of Directors of a company in other, unaffiliated public limited companies.

The selection of senior management personnel is related to the specific requirements and qualifications necessary for each position , depending on the sector of activity and the response to the current demand for executives in the market. The Company hires the most suitable person each time, taking into account the need for balanced representation by gender, given the supply of management personnel .

2.4.14.

The contracts of the executive members of the Board of Directors provide that the Board of Directors may demand the return of all or part of the bonus awarded, due to breach of contractual terms or inaccurate financial statements of previous years or generally based on incorrect financial data, used to calculate this bonus.

The Company does not pay remuneration to the members of the Board of Directors and also does not employ senior management personnel , so practices no. 2.4.3 – 2.4.5, 2.4.8 – 2.4.9 and 2.4.12 – 2.4.14 cannot be applied.

3.3.5

The evaluation process is led by President in cooperation with the nomination committee. The Board of Directors also evaluates the performance of its Chairman, a process headed by the nomination committee.

If the Chairman is not an independent non-executive member, the evaluation process is headed by the independent non- executive Chairman of the Nomination and Remuneration Committee.

Internal Rules of Operation

The Company has Internal Rules of Operation ("IRO"), which were approved and entered into force by virtue of the decision of the Company’s Board of Directors dated 16.07.2021. The IRO comply with the applicable legislation on corporate governance and in particular with Law 4706/2020, as well as the relevant directives and decisions of the Hellenic Capital Market Commission. The Company's Internal Rules of Operation have the minimum content required by article 14 of Law 4706/2020.

The IRO and other regulations incorporate any new relevant provision, measure, rule, etc. to maintain the required completeness and adapt immediately to the varying conditions of the economic, social and business environment of the Company.

2. Board of D irectors

In order to ensure transparency and effective management of business risks, the Board of Directors, through the Committees it has established, facilitates its communication with the competent managers on a daily basis

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in order to gain an immediate understanding of these risks and to proceed promptly and dynamically to take the required decisions and corrective measures. The operation of the Board of Directors is governed by a Regulation of Operation.

The Board of Directors is responsible for the general management of the Company's affairs and is responsible for deciding on any action concerning the Company's Management, having as a constant basis the protection of the general corporate interest.

The Board of Directors, as a collective body, runs the Company and manages its affairs, making the necessary decisions on all matters falling within its competence under the Company's Articles of Association, the decisions of the General Assembly and the relevant legislation. It is responsible to the General Meeting of Shareholders for safeguarding their interests and for the overall efficiency and operation of the Company. It decides on all corporate affairs, except those for which, according to the legal framework and the Articles of Association of the Company, the General Meeting of Shareholders is competent.

The operation and responsibilities of the Board of Directors are described in its Rules of Procedure.

In particular, within the scope of its responsibilities the Board of Directors:

Convening of General Assemblies

Takes all actions for the legal convening of the General Assemblies (regular or extraordinary) and determines the items on their agenda. It refers to the shareholders of the Company and submits proposals for the increase or decrease of the share capital, for the conversion of the Company, as well as for its dissolution before the expiration of its term provided for in the Articles of Association.

Corporate governance

Defines and supervises the implementation of the corporate governance system in accordance with articles 1 to 24 of Law 4706/2020.

Monitors and evaluates at least every three (3) financial years the implementation and effectiveness of the corporate governance system and takes appropriate actions to address deficiencies.

Takes the necessary measures to ensure compliance with the independence requirements for the independent non-executive members of the BoD.

Strategic planning

Defines the values and strategic orientation of the Company, as well as the continuous monitoring of their observance.

Ensures that the Company's values and strategic orientation are aligned with the corporate culture, as well as that the Company's values and purpose influence practices, policies and behaviors within the Company at all levels.

Decides the entry of the Company into other fields of activity through the acquisition or establishment of companies.

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Financial statements

Approves the annual financial statements and annual reports as well as the interim half-yearly financial statements in accordance with the applicable provisions of Law 4548/2018 and Law 3556/2007, and submits the annual financial statements to the ordinary General Meeting for approval, proposing at the same time the regular reserve. It ensures that the annual financial statements, the annual management report and the corporate governance statement are prepared and published in accordance with the provisions of the legislation, proposes the dividends to be distributed, takes care of the disclosure provided for in articles 12 and 13 of Law 4548/2018 as in force.

Internal Audit System

Ensures the adequate and effective operation of the Company's Internal Audit System, including the risk management system and compliance.

Ensures that the functions that constitute the Internal Audit System are independent from the business areas they audit and that they have the appropriate financial and human resources, as well as the powers for their effective operation, in accordance with their role. The baselines of reference and the allocation of responsibilities shall be clear and duly documented.

Risk management

Determines the nature and extent of exposure to the risks that the Company intends to assume in the context of its long-term strategic objectives.

Ensures the existence of policies to identify, prevent and address conflicts of interest among its Members or between its Members and/or persons to whom the Board of Directors has delegated its powers, with the interests of the Company. The policy is based on clear procedures, which define how to promptly and fully disclose to the Board of Directors any interests in transactions between related parties or other potential conflict of interest with the Company or its subsidiaries. Measures and procedures shall be evaluated and renewed to ensure their effectiveness.

Regulatory compliance

Ensures the existence of the regulatory compliance policy.

Ensures the Company's compliance with the applicable institutional and supervisory framework, as well as the internal regulations governing the Company's operation.

Internal audit

Ensures the effective organization and operation of the Internal Audit Unit.

Appoints the head of the Internal Audit Unit upon proposal of the Audit Committee.

Approves the Rules of Operation of the Internal Audit Unit.

The Board of Directors has the ability to establish collective bodies of temporary or permanent nature, whenever it deems it necessary, to strengthen the organizational structure of the Company and facilitate the achievement of its business objectives.

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The Councils or Committees are advisory bodies of the Management and elaborate issues concerning, among others:

• the elaboration of the Company's strategies and general policies,

• the lay out of the broad guidelines of the annual action program;

• preparing recommendations to the Management to make important decisions,

• informing about the effectiveness of the Company's operation.

Each collective body is a key link between the Management that sets goals and the executive mechanism that is called upon to achieve them. The issues dealt with by each collective body are defined by decisions of the Board of Directors.

The basic mission of each collective body is to propose preventive and/or reparative measures for any important issue faced by the Company.

The current Board of Directors of the Company, which was elected by the General Meeting of 27.08.2021 for a five-year term, consists of five (5) members, of which two (2) executive, three (3) non-executive, of which two (2) are independent non-executive, within the meaning of article 9 of Law 4706/2020.

Subsequently, the Board of Directors of the Company at its meeting of 27.08.2021 was constituted into body corporate as follows:

2.1 Composition of the Board of Directors

FULL NAME

POSITION

AGE

GENDER

YEARS OF SERVICE

Vasil e ios Delikaterinis

Chairman – Executive Member

74

M

7

Dimitra Chatziarseniou

Vice-Chairman – Non-Executive Member

51

F

7

Aristotelis Spiliotis

Chief Executive Officer – Executive Member

51

M

7

Georgios Mergos

Independent Non-Executive Member

75

M

7

Andreas Taprantzis

Independent Non-Executive Member

56

M

2

In the exercise of their duties and their meetings in 2022, the Members of the Board of Directors demonstrated "prudent business diligence", devoted all the time required for the effective management of the Company and acted with integrity, responsibility and good judgment, avoiding actions that could jeopardize the Company's competitiveness or conflict with its interests. They also safeguarded the confidentiality of the information they held and ensured the timely and simultaneous information of all shareholders and interested investors on issues that could affect their decision to carry out any transaction in the Company's shares.

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QUALIFICATIONS OF BOARD MEMBERS

FULL NAME

CAPITAL MARKETS

FINANCIAL SECTOR

REGULATORY AND REGULATORY FRAMEWORK

ESG ACTIVITIES & ACTIONS

POWER GENERATION FROM RES

RISK MANAGEMENT

STRATEGIC PLANNING

LISTED MANAGEMENT

CORPORATE GOVERNANCE

Vasil e ios Delikaterinis

√

Dimitra Chatziarseniou

√

Aristotelis Spiliotis

√

Georgios Mergos

√

Andreas Taprantzis

√

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The Board of Directors held five (5) meetings in 2022.

The dates of the meetings were scheduled in advance in order to ensure the maximum possible quorum.

FULL NAME

NUMBER OF MEETINGS HELD DURING HIS /HER TERM OF OFFICE

NUMBER OF MEETINGS ATTENDED OR REPRESENTED

NUMBER OF MEETINGS ABSENT & NOT REPRESENTED

ATTENDANCE AT MEETINGS

Vasil e ios Delikaterinis

5

0

100%

Dimitra Chatziarseniou

5

0

100%

Aristotelis Spiliotis

5

0

100%

Georgios Mergos

5

0

100%

Andreas Taprantzis

5

0

100%

During the meetings and works of the Board of Directors, the Members were supported by the Corporate Secretary Mrs. Dimitra Chatziarseniou.

Chairman of the Board of Directors

The Chairman is the main contributor to the implementation of the Corporate Governance Principles in the Company, being responsible, inter alia, for the effective operation of the Board of Directors and the active participation of all its members in making and supervising the implementation of business decisions, as well as for the smooth communication of the Company with its shareholders.

The responsibilities of the Chairman of the Board of Directors include the convening and directing of the work of the Board of Directors on the items of the agenda composed by him, based on the needs of the Company and relevant requests from all members of the Board, exercises supervision and control over the Company's staff, supervises its smooth operation, executes the decisions of the Board of Directors and acts in accordance with its specific authorizations and orders, prepares the Annual Report of the Board of Directors and proposes to the Board of Directors the balance sheet and the report.

Chairman of the Board of Directors of the Company is Mr. Vasileios Delikaterinis.

Chief Executive Officer

The Chief Executive Officer monitors and controls the implementation of the Company's strategic objectives and the management of the Company's day-to-day affairs and sets the Company's guidelines. He supervises and ensures its smooth, orderly and effective operation, in accordance with the strategic objectives, the operational plans and the action plan, as defined by decisions of the Board of Directors and the General Assembly. The Chief Executive Officer participates and reports to the Company's Board of Directors and implements the Company's strategic choices and important decisions.

The Chief Executive Officer is Mr. Aristotelis Spiliotis.

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Vice-Chairman of the Board of Directors

The non-executive vice-chairman of the BoD stands in for the Chairman when the latter is absent or prevented from exercising his duties. The Executive Vice-Chairman of the Board of Directors may exercise administrative responsibilities, as assigned by the Board of Directors.

The Vice-Chairman of the Board of Directors is Mrs. Dimitra Chatziarseniou, non-executive member of the BoD.

Independent non-executive members of the Board of Directors

The independent non-executive Members of the Board of Directors are the non-executive members of the Board of Directors of the Company who, upon their appointment or election and throughout their term of office, meet the independence criteria required by in article 9 of Law 4706/2020, as applicable.

The following members of the Board of Directors are independent non-executives:

Name

Reasons for independence

Georgios Mergos

Andreas Taprantzis

(a) they do not hold shares representing more than 0.5% of the Company's share capital and (b) they do not have any relationship of dependence with the Company or related persons, as these conditions of independence are described in particular in Article 4 par. 1 of Law 3016/2002 (Government Gazette A' 110/17.05.2002), which remains in force until 17.07.2021, and on the other hand in article 9 par. 1 and 2 of Law 4706/2020 (Government Gazette A' 136/17.07.2020). Members also meet, in addition to the criteria of the Suitability Policy, the independence criteria of para. 1 and 2 of article 9 of Law 4706/2020.

The Board of Directors at its meeting on 22-03-2023, reviewed the fulfillment of the independence criteria required by in article 9 of Law 4706/2020, in accordance with the recommendation of the Chairman of the Nominations and Remuneration Committee.

2.2 Number of bonds held by the members of the Board of Directors and the Company's Executives

No bonds of the Company are held by members of the Board of Directors or by its Manager Executives.

2.3 Evaluation of the Board of Directors – findings and corrective actions

The Board of Directors regularly evaluates its effectiveness, the fulfillment of its duties, as well as the same for its committees.

The Board of Directors collectively, as well as the Chairman and the members of the Board individually, are evaluated annually for the effective fulfillment of their duties. The evaluation process is supervised by the independent non-executive Chairman of the Nomination and Remuneration Committee in cooperation with the Nominations and Remuneration Committee and its results are discussed by the Board of Directors, while following the evaluation, the Board of Directors takes measures to address the identified weaknesses. At least

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every three years, this evaluation may be facilitated by an external consultant. The evaluation of the performance of its Chairman is also supervised by the Nominations and Remuneration Committee.

3. BoD committees

The Board of Directors is supported by Committees, which have an advisory character, but are of particular importance in its decision-making. These Committees are the following:

3.1 Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its supervisory duties regarding (i) the Financial Reporting process, (ii) the internal audit system, (iii) the internal audit, (iv) the external audit process, (v) the TERNA ENERGY Group's procedures for monitoring compliance with laws, regulations and the Code of Conduct and (vi) the Corporate Governance System. The Committee is established and operates in accordance with all applicable laws and regulations.

Committee Composition

1. The General Meeting of 27.08.2021 elected a new Audit Committee for a two-year term, which was constituted as into body corporate as follows: Mr. Nikolaos Kalamaras, who is a third person not a member of the BoD, who was appointed Chairman of the Committee,

2. Mr. Georgios Mergos, Independent Non-Executive Member of the BoD and

3. Mrs. Dimitra Chatziarseniou, Non-Executive Member of the BoD .

The above composition of the Audit Committee is in accordance with the provisions of article 44 of Law 4449/2017, i.e. all members of the Audit Committee have sufficient knowledge in the field in which the Company operates.

In addition, Mr. Nikolaos Kalamaras has proven sufficient knowledge in the field of auditing and accounting.

Terms of operation

The Audit Committee meets at least 4 times a year in compliance with its action plan in order to perform the duties and responsibilities assigned to it.

The Chairman of the Audit Committee, after communicating with the other members of the Committee, the Head of the Internal Audit Unit and other executives or third parties if required, sends (himself or another authorized executive) to the members of the committee, the items of the agenda and the relevant invitation with the relevant information material, via e-mail to those expected to attend or an electronic invitation through a teleconference platform, if the meeting is held via teleconference.

All members of the Audit Committee are expected to participate in the meetings, either in person or via teleconference or teleconference.

Decisions shall be taken by a majority of the members present and minutes shall be kept.

The Committee may invite members of the Company's Management, executives of the parent company TERNA ENERGY S.A. (the "Parent"), or any other person (employee, partner, etc.) to participate in meetings and provide relevant information, where necessary.

It organises meetings with the external auditors (see below) and meetings with the Executive Directors.

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If required, joint meetings may be held with the Audit Committee of TERNA ENERGY S.A.

Every six (6) months or more regularly, if necessary, the Committee prepares and submits to the Board of Directors reports with its activities on important issues and once a year, an activity report (including the evaluation of its work and a description of the Sustainable Development Policy implemented by the Company) which is addressed to the annual General Meeting of shareholders.

The Audit Committee will be evaluated periodically every 3 years.

Responsibilities of the Committee

The Audit Committee has the following, per section, basic responsibilities:

• Overseas the drafting process of the Company's financial statements and other financial reporting, examining their reliability and ensures the smooth conduct of internal audit work, by providing its support and periodically evaluating the adequacy and reliability of internal control and business risk management mechanisms, based on the criteria of early identification of the latter and quick reaction to address them.

• Receives the reports of the Internal Audit Unit, evaluates their content, proposes to the Board of Directors the head of the Unit, evaluates its efficiency and effectiveness and based on these recommends the continuation or termination of its duties.

• Monitors the conduct of the regular auditor's work and assesses whether it complies with the relevant legal-regulatory framework, international standards and best practices. It also investigates and evaluates the adequacy of knowledge, professional consistency, independence and effectiveness of the regular auditor and based on these recommends to the Board of Directors the continuation or termination of its duties.

Method of Evaluation

The evaluation for the selection of candidate members is carried out by the Board of Directors, upon the recommendation of the Company's Nominations and Remuneration Committee.

Activities of the Audit Committee for the year of 2022

During 2022, the Audit Committee met six (6) times in full quorum.

FULL NAME

NUMBER OF MEETINGS HELD DURING HIS /HER TERM OF OFFICE

NUMBER OF MEETINGS ATTENDED OR REPRESENTED

NUMBER OF MEETINGS ABSENT & NOT REPRESENTED

ATTENDANCE AT MEETINGS

Nikolaos Kalamaras

6

0

100%

Dimitra Chatziarseniou

6

0

100%

Georgios Mergos

6

0

100%

The topics of the meetings included meetings with the Internal Audit Unit, the Heads of the Financial Division of Operations and Finance and the Certified Auditors of Grant Thornton.

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More specifically, the activity of the Audit Committee is reflected in the following points:

Financial reporting

• The Committee examined and confirmed the correctness of the drafting process of the financial statements (interim and annual) for the year 2021 (annual) and the year 2022 (interim) following the regular briefing the Committee had from the Head of the General Division of Financial and Administrative Services of the parent company, in the presence of the Head of the Finance Division of the parent company. The Committee was informed by the Certified Auditors about the design of the financial year 2022 audit and thereafter the Key Audit Matters and the Audit Report that arose upon completion of the audit.

• The Committee evaluated the content of the Supplementary Audit Report submitted by the Certified Auditors in accordance with article 11 of Regulation 537/2014 of the European Union and Law 4449/2017 (article 31, par. 1a).

• The Committee took note of the purpose and approved the non-audit work assigned to the Certified Auditors, taking into account the maximum remuneration limit (CAP) under Regulation (EU) 537/2014.

• The Committee recommended to the Board of Directors, as it proposes in turn to the General Meeting of Shareholders, the approval of the financial statements and the election of Chartered Auditors for the audit of the financial year 2022.

Internal Audit Unit

• The Committee was constantly informed and cooperated with the Internal Audit Unit, which was present at all meetings of the Committee.

• The Committee approved and monitored the implementation of the Annual Audit Program for the financial year 2022.

• The Committee evaluated the findings arising from the conduct of the audit tasks and was informed about the implementation of the corrective actions agreed between the Internal Audit Unit and the Heads of the audited units.

• The Committee was informed about the budget for the financial year 2023 regarding the operation of the Internal Audit Unit and recommended to the CEO its approval.

• The Committee was informed about every training activity of the Internal Audit Unit's executives and evaluated the purpose and results of the training program.

Risk Management

• The Committee monitored the work of the Risk Manager and assessed the impact of risks on the design and operation of the Company.

• The Committee was informed about any new risks that were included in the Risk Register within the financial year 2022.

• The Committee evaluated the work of the Risk Management function, taking into account the requirements of Law 4706/2020.

Regulatory Compliance

• The Committee monitored the implementation of the action plan of the Compliance Officer for the year 2022 and evaluated the course of harmonization of the Company with the current legislation. In particular, the Committee dealt with issues related to Law 4706/2020 on corporate governance of sociétés anonymes.

• The Committee was informed about the action plan of the Compliance Unit for the financial year 2023.

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Internal Audit System

• The Committee examined and evaluated the effectiveness and efficiency of the Internal Audit System procedures implemented by the Company in the context of its upcoming evaluation until March 31, 2023.

3.2 Nominations and Remuneration Committee

The main purpose of the Nomination and Remuneration Committee is to assist the Board of Directors by proposing to it persons suitable for obtaining the membership of the Board of Directors based on the principles and criteria provided for in the Suitability Policy.

The Committee is established following a decision of the Board of Directors, which elects both the members and the Chairman of the Committee.

The operation of the Remuneration Nomination Committee is governed by articles 10, 11 and 12 of Law 4706/2020 as well as the Hellenic Corporate Governance Code adopted by the Company, as applicable.

Committee composition

With the decision of the Board of Directors of the Company dated 03.09.2021, the Nominations and Remuneration Committee was established, which was constituted into body corporate as follows:

1. Mr Georgios Mergos, Chairman of the Commission

2. Mrs. Dimitra Chatziarseniou, Member

3. Mr. Andreas Taprantzis, Member

Terms of operation

The Committee meets at least two (2) times a year and whenever circumstances require.

The Chairman of the Committee is responsible for convening it and is responsible for planning and conducting meetings. However, any member of the Committee shall have the right to ask the Chairman to convene a meeting of the Committee.

Meetings are held either in person or remotely, through any technology that enables discussion and/or written exchange of views.

In order for a decision to be taken, all members of the Committee are required to be present or represented, either in person at the meeting venue or in another place using technology. Committee decisions shall be taken by a majority of at least 75% of the members of the Committee. In case a member of the Committee is absent without justification and without being represented by another member as above, at two (2) meetings within the same year, that member shall be deemed to have resigned.

Each member shall be notified of the place, time and date of each meeting by invitation. The invitation shall contain the items on the agenda of each meeting and any accompanying material shall be attached, otherwise decisions may only be taken if no member of the Committee objects to the decision-making. The invitation and related documents can also be circulated by e-mail.

In any event, the Committee may meet at any time, even without an invitation having been sent, provided that all its members are present and none opposes the meeting and the taking of decisions.

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The minutes of the meetings are kept by a person appointed by the Chairman of the Committee as secretary/technical advisor, who, in addition to keeping the minutes of the meetings, undertakes the role of technical support and coordination of the work of the Committee, as well as the organization, assignment and preparation of studies carried out either internally or by assignment to external consultants.

The Committee may receive scientific or technical support from executives of the Company or the Group, either by selecting and appointing them as Technical Advisors of the Committee or by inviting them to prepare a specific project. The secretary/technical advisor of the Committee, the technical or scientific advisor and the legal advisor are appointed by a Decision of the Committee which is recorded in the minutes of the relevant meeting.

External experts or special advisers or senior management may be invited to the meetings of the Committee.

The Chairman of the Committee informs the Board of Directors about the work of the Committee, reports important findings and submits proposals to the Board.

The Committee conducts an annual review of its work, a summary report of which it submits to the Board. This includes proposals to the Board of Directors to improve its operation and efficiency.

Responsibilities of the Committee

Remuneration Issues

The Nomination and Remuneration Committee makes proposals to the Company's Board of Directors regarding the remuneration of the Head of the Internal Audit Unit. The members of the Board of Directors are not remunerated and the Company does not employ senior administrative executives.

The obligations arising from article 11 of law 4706/2020 and articles 110 and 112 of law 4548/2018 do not apply to the Company, as the members of the Board of Directors are not remunerated by the Company and the Company does not employ senior management executives.

Nominations

The main role of the Nominations and Remuneration Committee is to investigate and highlight the appropriate candidates for election to the Company's Board of Directors and the Audit Committee, where appropriate.

The Committee determines the eligibility criteria of the members of the Board of Directors, in order to ensure individual and collective suitability.

The Committee prepares and updates the Suitability Policy, which submits to the Board of Directors for approval, and which is then approved by the General Meeting when required.

The Committee investigates, highlights and proposes suitable candidates for the election of the Board of Directors in accordance with the criteria set by the Company in its Suitability Policy, as well as the Audit Committee, in accordance with the applicable legal framework.

The Committee conducts periodic reassessment of the size and composition of the Board of Directors in accordance with the Company's Suitability Policy to identify any gaps regarding the suitability of the members of the Board of Directors on an individual and collective level and submits proposals for improvements, when deemed necessary.

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Method of Evaluation

The Committee conducts an annual review of its work, a summary report of which it submits to the Board. This includes proposals to the Board for improving its operation and efficiency.

On September 1, 2022, a questionnaire was distributed for the evaluation of the members of the Board of Directors of the Company. To support the evaluation process, the Nomination Committee decided to conduct it internally, by creating an internal mechanism for collecting anonymous evaluation responses, and then analyzing the results and preparing a results report for the Board of Directors by the same Committee. The The questionnaire was divided into seven main evaluation sections which included: i) Evaluation (as a body) of the BoD, ii) Evaluation of Board Committees, iii) Evaluation of the Chairman, CEO, and iv) Individual evaluation of the members of the BoD. The overall conclusion from the evaluation was that the members, as a whole-team, are knowledgeable and consistently informed about developments in the industry as well as in the regulatory framework. Each member shall be fully aware of its respective responsibilities.

Acts

During 2022 the Committee met twice (2) in full quorum.

FULL NAME

NUMBER OF MEETINGS HELD DURING HIS /HER TERM OF OFFICE

NUMBER OF MEETINGS ATTENDED OR REPRESENTED

NUMBER OF MEETINGS ABSENT & NOT REPRESENTED

ATTENDANCE AT MEETINGS

Georgios Mergos

2

0

100%

Dimitra Chatziarseniou

2

0

100%

Andreas Taprantzis

2

0

100%

4. Detailed CVs of BoD members, BoD committee members, BoD Secretary and senior executives

Vasileios Delikaterinis

Mr. Vasileios Delikaterinis is a graduate of the School of Economics and Political Sciences of the Aristotle University of Thessaloniki and holds an MBA from the University of La Verne. He worked in major construction projects of "Hellenic Technical S.A." and "Archirodon Construction (Overseas) Co S.A" abroad from 1975 to 1980, initially as an Accountant, then as Chief Accountant and finally as Financial & Administrative Manager. From 1981 to 2004 he worked as a business consultant, co-founder of Interaction Ltd, Interaction SA, Tria S SA and Partner, Head of Management Consulting Services of Planet Ernst & Young S.A. He took over as General Manager of Piraeus Real Estate S.A. (2004-2007) and then worked as a Real Estate Investment Fund Manager. In May 2013 he took over the position of Chief Financial Officer of TERNA ENERGY S.A. until 2018. He was Chairman of the Board of Directors of the Association of Management Consulting Firms of Greece (SESMA), member of the Executive Committee of the European Federation of Management Consultants Associations (FEACO).

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Dimitra Chatziarseniou

Mrs. Dimitra Chatziarseniou is a lawyer, member of the Athens Bar Association, since 1998. She holds the position of Head of the Legal Department of GEK TERNA Group and has been appointed Corporate Secretary of GEK TERNA S.A. and TERNA ENERGY SA. He joined GEK TERNA Group in 2002. During her career she has organized the legal department of the Group and currently manages a team of four esteemed lawyers. She has successfully handled large real estate transactions, mergers and acquisitions, listings, PPP projects and EPC contracts and has gained extensive experience in project development and financing of RES projects in Greece, Southeast Europe and the USA. She is a graduate of the Law School of Athens and holds a master's degree in Commercial Law from the same school. She is fluent in Greek, English and French. External professional commitments of BoD members.

Aristotelis Spiliotis

Mr. Aristotelis Spiliotis studied Business Administration at the Athens University of Economics and Business (former ASOEE). He did postgraduate studies in Finance and Investment at Brunel University, London. From 1993 to 2000 he worked in several positions in the Financial sector (Portfolio Investments, Venture Capital) as an Investment Analyst. From 2000 to 2003 he worked as Investor Relations Manager at INTRALOT, while in the same year he joined GEK TERNA Group, where he took over the same duties. Since 2009 he has been working in the company, with the responsibility of Deputy Chief Financial Officer and later until recently Chief Financial Officer in the field of Finance. He is currently an Investor Relations Advisor to the Company and monitors the financing of the Company's investments for the information of the Board of Directors.

Georgios Mergos

Mr. Georgios Mergos is a Professor Emeritus of Economics at the National and Kapodistrian University of Athens, where he has been teaching since 1986. He studied Economics at the University of Athens, holds an MSc from the University of Oxford and a PhD from Stanford University, USA. Before joining the University of Athens, he worked at the World Bank. He has served as Secretary General of the Ministry of Finance, Governor of IKA and Secretary General of the Ministry of National Economy. He has collaborated with research institutions in Greece and abroad, as well as consulting as an Expert with International Organizations and with the European Commission (DG External Relations), on issues of evaluation of development projects and programs in many countries (China, India, Egypt, other countries of South Asia, all countries of former Eastern Europe and some countries of the former Soviet Union). He has served, among others, as a member of the Board of Directors of GEK TERNA, PPC, National Bank, Alpha Bank and member of the Board of Governors of Black Sea Trade and Development Bank.

Andreas Taprantzis

Mr. Taprantzis has been the CEO of Avis since November 2014. He planned and completed the radical reorganization of the Company with a view to its sale by Piraeus Bank. The transaction took place in 2017 at €325m. (EV) and was among the largest in the country. He continued in the same position with the new shareholders. Prior to his current position, he was Executive Director of the Hellenic Republic Asset Development Fund (HRADF), from its inception in August 2011 until November 2014. He was responsible for the development of private public real estate, which included airports, ports, marinas, hotels and large tracts

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of land. During its tenure, HRADF implemented contracts amounting to €12.5 billion, such as the Hellinikon contract, Asteras Vouliagmenis and Regional Airports, attracting multiple secondary investments. In 2009, he was appointed COO and Managing Director of Retail Banking at TT Hellenic Postbank. In December 2010, he assumed the duties of An. Managing Director of T Bank (a subsidiary of TT). From 2005 to 2009, he was CEO of Hellenic Post (ELTA), while at the same time he was a member of the Board of Directors of Hellenic Postbank and President of the Audit Committee. During his tenure, ELTA was profitable with a turnover of more than €600 million. and profits of €50m. annually, as a result of radical reorganization and investment in new technologies. His work at ELTA has been internationally recognized. In August 2008, he was elected by the 192 Postal Companies of the world, President of the Universal Postal Council (POC) of the International Postal Union (UPU), a UN agency based in Bern, for the period 2008 to 2012. Since July 2019 he is a member of the Board of Directors of Attica Bank, as well as Chairman of the Risk Management Committee. Dr. Taprantzis holds a degree in Chemical Engineering (MSc) and a PhD from the National Technical University of Athens, in the area of automatic regulation of systems with artificial intelligence (AI) models. He has an MBA and an AMP certificate from INSEAD.

Nikolaos Kalamaras

Mr. Kalamaras is a graduate of the Athens School of Economicw and Commercial Sciences (ASOEE). He has been working as an Accountant and Business Tax Advisor since 1977. He is the Managing Director and 100% Shareholder of the company under the name "Taxistiki S.A. Accounting, Tax Consultancy Auditing Company". He is also a member of the Greek and American Institute of Internal Auditors (AM 1374)-(ID 1521425). Since 1998 he has been a lecturer in Tax Seminars and author of Accounting books. He participated as an independent, non-executive member of the Board of Directors of TERNA ENERGY S.A. from 2007 to 2018. He is a member of the Nomination Committee, the Audit Committee of the same company and President the Audit Committee of its subsidiary, TERNA ENERGY SINGLE MEMBER FINANCE SOCIETE ANONYME. Since 2001 he has served as internal auditor in companies listed on the Stock Exchange such as "Hermes Real Estate Enterprises SA", "KEKROPS Tourist Property Management SA" and "General Construction Company SA", while he also served as internal auditor at "TERNA Tourism, Technical and Shipping Company S.A.", with a dependent employment relationship, from 2002 to 2009.

5. External professional commitments of BoD members

FULL NAME

EXTERNAL PROFESSIONAL COMMITMENTS

Vasil e ios Delikaterinis

-

Dimitra Chatziarseniou

-

Aristotelis Spiliotis

-

Georgios Mergos

• Member of the Board of Directors of IOBE

• Member of the BoD, Minoan Group Plc.

Andreas Taprantzis

CEO OLYMPIC ETE MAE

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6. Internal Audit and Risk Management

The Internal Audit System is defined as the set of rules and procedures applied by the Company aiming at the preventive and ex-post control of operations and procedures at all levels of its hierarchy and organizational structure, in order to ensure: the legality and security of management and transactions, the accuracy and reliability of published financial statements and any other financial information and announcement, as well as the efficiency of the Company's operating systems and operations.

The Board of Directors utilizes the internal control system in order to protect the Company's assets, assess the emerging risks from all its operations and provide accurate and comprehensive information to shareholders on the actual situation and prospects of the Company, as well as on ways to address the identified risks.

For the implementation of the above, the Board of Directors determines the operating framework of internal audit, approves the procedures for conducting and evaluating its results and decides on its staffing, in compliance with the requirements of the applicable legal and institutional framework as well as the Hellenic Corporate Governance Code. It establishes a special internal audit department, which is independent, does not belong hierarchically to any other organizational unit and is supervised by the Company's Audit Committee.

With the contribution of the Audit Committee, it evaluates the adequacy and efficiency of the special internal audit unit and the degree of utilization of its reports by the Board of Directors for the continuous improvement of the Company's operation at all levels and the effective management of business risks. Also, the Audit Committee maintains direct and regular contact with the external auditors, in order to be systematically informed about the adequacy and reliability of the operation of the internal control and risk management systems, as well as the correctness and reliability of financial information.

The assessment and management of risks in the preparation of the Financial Statements for the Year 2022 is described in the relevant chapter of the Company's Annual Financial Report.

6.1 Risk Assessment Report – consequences of any findings – Management response

The Company aims to contribute to the financing of its parent company TERNA ENERGY S.A. in order to achieve continuous sustainable growth and continuous expansion of its portfolio both in RES and in new areas of activity. Values, culture, entrepreneurial spirit, integrity, personal participation and informed decision- making are the basic operating principles of TERNA ENERGY S.A. Group and govern its business activity. In this context, the Company, in order to address risk factors from both the national and international business environment, has adopted procedures that regularly identify, evaluate and control the risks that arise.

The Risk Manager of the parent company recommends to the Board of Directors the Risk Management Strategy, the Approval of Risk Management Policies and Procedures, the Approval of the Annual Activity Plan of the Independent Risk Management Unit.

Risk Management in the preparation of Financial Statements

Specifically, there are three levels of control and risk management until the preparation of the company's individual Financial Statements. The financial statements are then forwarded to the Director of Financial and Administrative Services for review and approval.

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Subsequently, the Certified Auditors receive the data of the Financial Statements and proceed to their review.

It should be noted that the recent launch of SAP S/4HANA across the Group automatically implements a series of controls and ensures that a wide range of risks are addressed.

The Audit Committee oversees the process of preparing the Company's financial statements and other financial reporting and examines their reliability. After examining and confirming the correctness of the process of preparing corporate and consolidated financial statements (interim and annual) following and briefing by the Director of Financial and Administrative Services, he recommends to the Board of Directors their approval and their signature and publication.

6.2 Annual review of corporate strategy, principal business risks and internal audit systems

The annual review of the corporate strategy is made with reference to the update of business risks and the review of internal control systems.

In the period of financial year 2022, the Audit Committee:

• Monitored the work of the Risk Manager and assessed the impact of risks on the design and operation of the Company.

• was informed about any new risks that were included in the Risk Register within the fiscal year 2022.

• Evaluated the work of the Risk Management function, taking into account the requirements of Law 4706/2020.

The Internal Audit Unit submitted to the Audit Committee, and through it to the Board of Directors, the Annual Audit Plan for 2023, which was prepared taking into account key corporate risks, required by §5, article 15 of Law 4706/2020.

7. Remuneration of BoD members

The Company does not pay remuneration to the members of the Board of Directors and also does not employ senior management executives.

8. Eligibility Policy

The Company has a Suitability Policy for the Members of the Board of Directors, prepared by the Nominations and Remuneration Committee in accordance with the provisions of article 3 of Law 4706/2020 and the guidelines of Circular no. 60 of the Hellenic Capital Market Commission.

The Policy was approved by the Extraordinary General Meeting of the Company's shareholders dated 16.07.2021 and entered into force on the date of its approval by the General Meeting. Individual amendments require re-approval by the Board of Directors, while the Review of the Policy requires a Decision of the General Meeting. Revision is characterized by the adoption of substantial amendments that introduce significant deviations or also significantly change the content of the Policy, in particular in terms of the applied principles and criteria or the original drafting of the Policy.

In addition, the increased monitoring needs of the framework of Corporate Governance, Risk Management, Compliance, as well as the operation of Company Sectors such as Human Resources, Information Technology and Technology, Information Security Management, Health, Safety and Environment were taken into account,

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with management or supervision responsibilities assigned to executive members of the BoD At the same time, the possibility of contributing to issues of responsibilities and/or technical support of the Committees of the Board of Directors was taken into account. The Suitability Policy aims to ensure quality staffing, effective operation and fulfillment of the role of the Board of Directors based on the overall strategy and medium to long-term business objectives of the Company, with the aim of promoting the corporate interest.

The aim of this policy is to have a highly effective Board of Directors. As such, it is considered a Board of Directors with a structured team, working together with a shared commitment to protecting and enhancing shareholder value, rather than a typical gathering of executives who manage corporate affairs without the capacity for constructive cooperation and growth prospects.

The Policy takes into account best practices and is harmonized with the corporate culture and what is provided for in the Articles of Association, the Internal Regulation of Operation and the Greek Corporate Governance Code to which the Company is subject, is clear and adequately documented and is governed by the principle of transparency and proportionality while promoting diversity, meritocracy and efficiency in the selection and during the term of office of the members of the Board.

Furthermore, during the preparation of the Policy, the size, internal organization, risk appetite, nature, scale and complexity of the Company's activities were taken into account, including but not limited to the sectors of construction, concessions, energy, real estate management and development, mining, waste management, services, PPP projects, the operation of large infrastructure projects.

The guiding principles governing this policy are as follows:

• Compliance

• Transparency

• Proportionality

• Diversity

• Meritocracy

• Effectiveness

• Experience and historicity

9. Diversity policy

The Company has and implements a diversity policy in order to promote an appropriate level of differentiation in the Board of Directors and a diverse group of members. This Policy is drafted with the belief that a Board of Directors that has a wide range of perspectives and diversity is in a better position than other Boards of Directors with a limited scope, as the existence of diversity allows the Company to take advantage of market opportunities and effectively manage risks.

The Board can perform well if it consists of a wide range of members with diverse but complementary groups of skills or knowledge. Its culture is positively shaped by different approaches and views and will certainly be quite representative of the Group's values. In this way, the Governing Council ultimately forms a progressive and thoughtful view of its affairs, while promoting prudent risk-taking.

Through the concentration of a wide range of qualifications and skills during the selection of Board members, the diversity of views and experiences is ensured, in order to make sound decisions.

In this context, adequate representation per gender is provided, at least as defined by the relevant legislation, as a percentage of the total members of the Board of Directors. At the same time, all necessary measures are

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taken so that there is no exclusion whatsoever due to discrimination based on sex, age, race, color, ethnic or social origin, religion or belief, birth, disability, age or sexual orientation, property and sole role of choice to have the criteria of individual suitability identified in this Policy.

The achievement of substantial and not only formal diversity within the Boards of Directors is an important guarantee for the overall effectiveness of the Board of Directors.

10. Transactions with related parties and relevant information of the Board of Directors

The Company has developed a procedure for identifying related party transactions and complying with applicable law. The process was drafted in the context of transparency and supervision of the Company's transactions with related parties. The purpose of the procedure is to record the actions performed in order to identify transactions of the Company, in which natural or legal persons participate, falling under the concept of related parties and to comply with the applicable legislation. The procedure provides for the recording and maintenance of a register of related parties and the recognition of related party transactions through the control of the counterparty in accordance with articles 99-101 of Law 4548/2018.

11. Sustainable development policy

Sustainable Development for TERNA ENERGY Group is not only a practice of alignment with international good practices but a holistic strategic approach based on the regular assessment of the most important social, economic and environmental impacts of the Group's activities and their review and/or modification if necessary, through a process of dialogue and consultation with stakeholders.

Furthermore, TERNA ENERGY Group acts in accordance with the United Nations (UN) Global Sustainable Development Goals (SDGs) and is an ally in the fight for social equality, prosperity and the development of a sustainable natural environment, given that it has recognized that the seventeen (17) global goals are inextricably linked to the principles of Corporate Governance and Corporate Social Responsibility / Sustainable Development to which it is committed.

The responsible operational way of the Group is reflected in the practices and procedures developed in the Group aiming at integrating the principles of Sustainable Development into its daily operation. At the same time, it is based on the strategic corporate values established by the Management, namely respect for people and the natural environment, value creation for employees, customers and shareholders, honesty, reliability and targeted social contribution.

The Group's policy for Sustainable Development is inextricably linked to the material issues that are regularly identified through the materiality analysis process, in order for the Group to constantly listen to the needs of stakeholders (internal and external) but also to take into account the current socio-economic trends in relation to its effects (positive or negative).

In this context, the Group's corporate responsibility is aligned with the ESG (Environmental-Social- Governance) criteria/principles, concerns four (4) axes of activity and is developed in eight (8) strategic directions/individual areas that incorporate the Group's specific approach-policy regarding the identified material issues:

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Axis 1: Environmental Protection

Strategic Direction/ Area of Activity: Environmental protection and climate change

The achievement of sustainable development through the continuous reduction of the environmental footprint of the Group's activities in Greece and abroad, the continuous adaptation to the conditions for Climate Change and the implementation of the principles of Circular Economy in combination with the investment in innovative services and technologies and the faithful adherence to the existing environmental management system.

Environmental protection is an integral part of the Group's strategy and becomes visible through its policies, strategies and business decisions and actions. The Group acts in a targeted manner and takes measures that lead to the reduction of its environmental and energy footprint through the responsible management of energy and the natural resources it uses (e.g. water, energy, materials, tackling Climate Change and protecting and preserving biodiversity). It focuses on the transition to an economy that is less dependent on fossil fuels and ensures sustainable cities and societies for all its stakeholders.

Axis 2: Promotion of Human Value

Strategic Direction / Area of Activity: Health & Safety at Work

The recognition of the value of human health and life and the assurance of a working environment without risks of accidents.

Safeguarding Health and Safety is a priority for the Group, which is constantly improving the strategic framework within which issues related to the protection of Health and Safety of all its stakeholders are managed.

Strategic Direction / Area of Activity: Personnel development and protection of human rights

The recognition that surplus value is created by human capital. The aim is to develop a balanced and safe working environment of meritocracy, transparency, equal opportunities-benefits, which enhances diversity, ensures human - labor rights and at the same time invests in the continuous improvement of employees' skills, the development and retention of talents and the strengthening of youth entrepreneurship.

The Group applies and respects international principles and standards of Human Rights and has developed its framework of principles and values based on fundamental Human Rights. Respecting all its employees and partners, it ensures the prevention of incidents of violation of their rights, through the adoption of policies, actions and control mechanisms, which apply and apply to all its activities, to all its subsidiaries and to all the projects it undertakes. The Group actively participates, supports and considers as a top priority the investment in its people by providing the necessary resources to promote the continuous improvement of the working environment.

Axis 3: Strengthening the Social Footprint

Strategic Direction / Area of Activity: Care for local communities

The continuous consultation with the social partners and the preparation of social impact studies with the ultimate goal of maximizing direct and indirect social benefits, the support of solidarity actions such as

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donations and sponsorships and the constant cooperation with local suppliers to build long-term relationships of trust.

Through the adoption of responsible policies aimed at creating shared value to all its stakeholders, the Group supports the development of the local communities in which it operates and with which it interacts, through continuous consultation and efforts to identify and respond to the real needs that exist, but also through its own activity.

Strategic Direction/Area of Activity: Emergency response

The commitment to take measures and actions to deal with emergencies through the development of risk management plans, the implementation of preparedness exercises and the realization of periodic internal and external audits.

Axis 4: Shaping a Responsible Market

Strategic Direction / Area of Activity: Creation and distribution of economic value

The creation of economic value - the main objective of the Group is to generate and distribute income for its stakeholders through the payment of salaries to employees, payments to suppliers and partners, direct and indirect taxes in the states of operation, the distribution of dividends to shareholders and investments in local communities while avoiding uncertainties and risks, financial and non-financial, with the aim of safeguarding economic activity, sustainable development and improving living standards.

Strategic Direction / Area of Activity: Business ethics and regulatory compliance

The Group ensures the assurance of business ethics and regulatory compliance of all its operations and activities, having as a priority the detection and combating of potential corruption incidents, faithfully applying the procedures and policies incorporated in the corporate operation (Code of Ethics and Ethics, Anti- Bribery Management System ISO 37001), and the regular training of human resources.

The fight against corruption is a critical pillar of the Group's operation, which is committed to showing zero tolerance to such incidents, through the promotion of transparency, ensuring business ethics and regulatory compliance, which are diffused across the spectrum of activities and affect the professional behavior of its people. To this end, the Group acts through the establishment of policies and procedures, but also through the establishment of control mechanisms and compliance with these policies.

Strategic Direction / Area of Activity: Responsible supply chain management

Responsible supply chain management requires responsible partnerships. Therefore, it is mandatory for all suppliers and partners to fully comply with the Group's Regulatory Framework of Principles and Values, both in matters of corruption and respect for human rights, as well as in matters of Environmental Management and Social Corporate Policy.

Above all, the proper management of the supply chain starts from the responsible attitude of the Group towards all its stakeholders. The Group's business activities throughout its supply chain are carried out once the potential environmental, social and economic impacts have been assessed in order to maximize the

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positive impact. In order to address the new challenges brought by supply chain issues, the Group makes sure to incorporate new criteria in the management procedures of supply chain issues, such as the new terms of cooperation with suppliers and the preference it gives to domestic suppliers.

For the above issues, the Group sets individual Sustainable Development goals, which it evaluates on an annual basis in terms of their progress and revises them appropriately when necessary.

In order to achieve the objectives, the Group develops individual management systems, policies, procedures, measurement indicators and implements appropriate action plans / programs that contribute to the increase of positive effects or the reduction of negative ones.

The mandated corporate responsibility team is responsible for the effective management of Sustainable Development and corporate responsibility issues. The team consists of specialized executives coming from all key Group Divisions. The Directorate for Strategic Communication, Press Office, CSR and Sustainable Development has undertaken the task of coordination.

The President and CEO, through the direct reference line of the Strategic Communication, Press Office, CSR and Sustainable Development Division, has undertaken the overall management / supervision of Sustainable Development issues, sealing the commitment of the Group's top management towards a sustainable operation.

With a view to transparency and regular information to stakeholders, the results of the Group's performance on Sustainable Development issues are published to the general public through the annual Sustainable Development Report.

a) Share Capital Structure

The Company's share capital amounts to a total of Euros one million eight hundred and fifty thousand (€ 1,850,000) divided into one million eight hundred and fifty thousand (1,850,000) ordinary voting registered shares, with a nominal value of Euro one (€ 1.00) each.

From each share all rights and obligations derive as defined by the Law and the Articles of Association of the Company.

Conclusion of the Evaluation Report on the adequacy and effectiveness of the Company's Internal Audit System ("IAS")

The Company, by decision of its Board of Directors, assigned to Grant Thornton S.A. of Certified Auditors and Business Consultants the project "Provision of Internal Audit System Evaluation Services", aiming at the evaluation of the adequacy and effectiveness of the Internal Audit System ("IAS") of the company " TERNA ENERGY SOCIETE ANONYME INDUSTRIAL COMMERCIAL TECHNICAL COMPANY " with reference date 31/12/2022, in accordance with the provisions of per. I of para. 3 and para. 4 of article 14 of Law 4706/2020 and Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission, as in force (the "Regulatory Framework").

This evaluation of the Internal Control System was successfully completed in March 2023 and covered the following areas: the Control Environment, Risk Management, Audit Mechanisms and Safeguards, the Information and Communication System as well as the Monitoring of the Company's Internal Audit System.

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The Conclusion of the Independent Evaluator, namely Ms. Athina Moustaki, Certified Public Accountant with AM 28871, which is included in the final report evaluating the adequacy and effectiveness of the IAS dated 21/03/2023, concludes that from the work carried out and the evidence obtained regarding the evaluation of the adequacy and effectiveness of the Company's IAS, no weaknesses were identified that could be considered as material weaknesses in the Company's IAS in accordance with the Regulatory Framework.

This result is another confirmation that the Company is in constant compliance with the legislative and regulatory framework governing the Internal Audit System and adopts best practices for the lawful and orderly operation of the IAS.

Athens , 19 April 2023

The Chairman of the BoD

Vasileios Delikaterinis

40

IV. INDEPENDENT AUDITOR’S REPORT

To the Shareholder of the company “TERNA ENERGY FINANCE SA”

Report on Financial Statements

Opinion

We have audited the accompanying financial statements of “TERNA ENERGY FINANCE SA” (“the Company”), which comprise of the statement of financial position as of December 31, 2022, statements of other comprehensive income, changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2022, its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards that have been adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) incorporated into the Greek Legislation. Our responsibilities under those standards are described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company within the entire course of our appointment in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) incorporated into the Greek Legislation and ethical requirements relevant to the audit of financial statements in Greece and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the audited period. These matters, as well as the related risk of significant misstatements, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In our conclusion, there are no Key Audit Matters that should be disclosed in our Report.

Other information

Management is responsible for the other information. The other information is included in the Board of Director’s Report, the reference to which is made in the “Report on Other Legal and Regulatory Requirements” section of our Report and Representations of the Members of the Board of Directors, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

41

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on our audit, we conclude that there is a material misstatement therein, we are required to report that matter. No such issue has arisen.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards that have been adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management’s intention is to proceed with liquidating the Company or discontinuing its operations or unless the management has no other realistic option but to proceed with those actions.

The Company’s Audit Committee (Article 44, Law 4449/2017) is responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as an aggregate, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, incorporated into the Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to affect the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, incorporated into the Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

42

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all the relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.

Report on Other Legal and regulatory Requirements

1. Board of Directors Report

Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article 2 (part B) of L. 4336/2015, we note the following:

a) The Board of Directors’ Report includes the Corporate Governance Statement that provides the data and information defined under article 152, Law 4548/2018.

b) In our opinion, the Board of Directors’ Report has been prepared in compliance with the effective legal requirements of Article 150 and Paragraph 1 (cases c’ and d’), Article 152, Law 4548/2018 and its content corresponds to the financial statements for the year ended as at 31/12/2022.

c) Based on the knowledge we acquired during our audit, we have not identified any material misstatements in the Board of Directors’ Report in relation to the Company “TERNA ENERGY FINANCE SA” and its environment.

2. Additional Report to the Audit Committee

Our audit opinion on the accompanying financial statements is consistent with the additional report to the Audit Committee referred to in article 11 of EU Regulation 537/2014.

43

3. Provision of Non-Audit Services

We have not provided to the Company any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014.

Authorized non-audit services provided by us to the Company and its subsidiaries during the year ended as at December 31, 2022 are disclosed in Note 13 to the accompanying financial statements.

4. Auditor’s Appointment

We were first appointed the Company’s Chartered Accountants following as of 14/10/2016 Company’s Articles of Association (Article 34). Our appointment has been renewed by the decision of the annual general meeting of shareholders for a total uninterrupted period of 7 years.

5. Internal Regulation Code

The Company has in effect Internal Regulation Code in conformance with the provisions of article 14 of Law 4706/2020.

6. Assurance Report on European Single Electronic Format

We examined the digital file of the company “TERNA ENERGY FINANCE SA” (“the Company”), prepared in accordance with the European Single Electronic Format (ESEF) as defined by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise of the financial statements of the Company for the year ended December 31, 2022, in XHTML format “2138008LK8J3MSMF6S69-2022-12-31-el.xhtml”.

Regulatory Framework

The digital file of the ESEF is prepared in accordance with the ESEF Regulation and the Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia, that all annual financial reports shall be prepared in XHTML format.

The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for expressing a conclusion of reasonable assurance.

Responsibilities of Management and Those Charged with Governance

Management is responsible for the preparation and submission of the financial statements of the Company for the year ended December 31, 2022, in accordance with the requirements of ESEF Regulatory Framework, and for such internal controls as management determines necessary to enable the preparation of digital file that is free from material misstatement, whether due to fraud or error.

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Auditor’s Responsibilities

Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11 - 02- 2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines on the auditors’ engagement and reasonable assurance report on European Single Electronic Format (ESEF) for issuers whose securities are admitted to trading on a regulated market in Greece" as issued by the Institute of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the financial statements of the Company, prepared by the management in accordance with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework.

We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by the International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied with the ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance but is not a guarantee that this work will always detect a material misstatement of non-compliance with the requirements of ESEF Regulation.

Conclusion

Based on the procedures performed and the evidence obtained, the financial statements of the Company for the year ended December 31, 2022, in XHTML format “2138008LK8J3MSMF6S69-2022-12-31-el.xhtml”, have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory Framework.

Athens, 19 April 2023

The Certified Auditor Accountant

Georgios P. Panagopoulos

SOEL Reg. No. 36471

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

45

TERNA ENERGY FINANCE SINGLE PERSON SOCIETE ANONYME

ANNUAL FINANCIAL STATEMENTS FOR FY ENDED AS AT DECEMBER 31st 2022 ( 1st January - 31st December 2022)

According to the International Financial Reporting Standards (IFRS) as adopted by the European Union

The attached annual Financial Statements were approved by the Board of Directors of TERNA ENERGY FINANCE S.P.S.A. (SINGLE PERSON SOCIETE ANONYME) as of 19 April 2023 and have been published on the Company’s website

www.ternaenergyfinance.com

, as well as on the Athens Exchange’s website.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

46

STATEMENT OF FINANCIAL POSITION AS OF 31 ST DECEMBER 2022

Note

31/12/2022

31/12/2021

ASSETS

Non-current assets

Other long‐term receivables

6

146.632

Total non‐current assets

146.632

Current assets

Other short term receivables

7

1.069

Income tax receivables

−

800

Cash and cash equivalents

8

4.526

2.445

Total current assets

5.595

4.314

TOTAL ASSETS

152.227

150.946

EQUITY AND LIABILITIES

Equity

Share capital

9

1.850

Reserves

76

44

Retained earnings

1.335

775

Total equity

3.261

2.669

Long‐term liabilities

Long‐term loans

10

147.808

147.274

Deferred tax liabilities

16

232

Total long‐term liabilities

148.040

147.506

Short‐term liabilities

Suppliers

3

2

Long‐term liabilities carried forward

10

737

758

Accrued and other short‐term liabilities

19

11

Income tax payable

167

−

Total short‐term liabilities

926

771

Total liabilities

148.966

148.277

TOTAL LIABILITIES AND EQUITY

152.227

150.946

The accompanying notes form an integral part of the annual financial statements.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

47

STATEMENT OF COMPREHENSIVE INCOME OF THE FINANCIAL YEAR 2022

Note

01/01 - 31/12/2022

01/01 - 31/12/2021

Financial income

11

5.352

Financial expenses

12

(4.489)

(4.473)

Net financial income

863

879

Third party fees and expenses

13

(45)

(36)

Other operating expenses

14

(12)

(10)

Employees remuneration and expenses

15

(48)

(43)

Operating results

758

790

Profit before tax

758

790

Income tax expense

16

(167)

(169)

Net profit for the year

591

621

Other comprehensive income

Other comprehensive income for the year (after tax)

−

Total comprehensive income for the year

591

621

The accompanying notes form an integral part of the annual financial statements.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

48

STATEMENT OF CASH FLOWS OF THE FINANCIAL YEAR 2022

Σημείωση

01/01 - 31/12/2022

01/01 - 31/12/2021

Cash flows from operating activities

Earnings before tax

758

790

Adjustments for reconciliation of net flows from operating activities

Financial income

11

(5.352)

Financial expenses

12

4.489

4.473

Operating loss before changes in working capital

(105)

(89)

(Increase)/Decrease in:

Prepayments and other short term receivables

−

26

Interest and related income collected

5.352

Increase/(Decrease)\ in:

Suppliers

1

2

Accruals and other short term liabilities

9

−

Interest paid

(3.977)

(3.955)

Income tax paid

801

(7)

Net cash inflows from operating activities

2.081

1.329

Cash flows from investment activities

Net cash inflows from investment activities

−

Cash flows from financing activities

Net increase in cash and cash equivalents

2.081

1.329

Opening cash and cash equivalents

8

2.445

1.116

Closing cash and cash equivalents

8

4.526

2.445

The accompanying notes form an integral part of the annual financial statements.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

49

STATEMENT OF CHANGES IN EQUITY OF THE FINANCIAL YEAR 2022

Share capital

Reserves

Retained Earnings

Total

1 January 2021

1.850

12

186

2.048

Net earnings for the year

−

621

Other comprehensive income

Other comprehensive income for the year (after tax)

−

Total comprehensive income for the year

−

621

Formation of reserves

−

32

(32)

−

Transactions with shareholders

−

32

(32)

−

31st December 2021

1.850

44

775

2.669

1 January 2022

1.850

44

776

2.670

Net earnings for the year

−

591

Other comprehensive income

Other comprehensive income for the year (after tax)

−

Total comprehensive income for the year

−

591

Formation of reserves

−

32

(32)

−

Transactions with shareholders

−

32

(32)

−

31st December 2022

1.850

76

1.335

3.261

The accompanying notes form an integral part of the annual financial statements.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

50

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION ABOUT THE COMPANY

"TERNA ENERGY FINANCE S.P.S.A." (henceforth "The Company") was incorporated following No. 19.634/ 14.10.2016 Notary Act, according to the provisions of Law 2190/1920 and was registered in the General Electronic Commercial Registry (GEMI) of the Athens Chamber of Commerce and Industry on 14/10/2016, under GEMI number 140274801000. It has its headquarters in Athens, 85 Mesogeion Ave, and its term is set for 110 years.

The Company’s operations focus on the following:

• investment and financing the operations of the Company and/or its affiliated companies and entities,

• intermediation in financing by third parties of the companies and businesses affiliated with the Company,

• provision of services and consultancy to companies and entities affiliated with the Company regarding the capital structure and in general their financing, and

• in general terms, undertaking any project, service and any activity or any other action which is relevant to the above scope of the Company’s operations or generally is performed in the context of that scope.

The Company is operationally supported by its sole shareholder TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL SOCIETE ANONYME (hereinafter referred to as "TERNA ENERGY S.A."), which controls decision making, operations and management of the Company to the utmost extent.

The accompanying Financial Statements as of December 31 st , 2022, were approved by the Board of Directors on 19/04/2023 and are subject to the final approval of the General Meeting of the shareholders. They are available to the investor community at the Company’s offices (Athens, 85 Mesogeion Ave) and at the Company’s website.

The accompanying financial statements of the Company are consolidated under full consolidation method in the financial statements of TERNA ENERGY S.A., which is in Greece, listed at ATHEX, and whose participating interest in the Company on 31/12/2022 amounted to 100% ( 31/12/2021: 100%).

2. RAMEWORK FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

2.1 Basis for Financial Statements Presentation

The Company’s accompanying Financial Statements as of December 31 st , 2022 covering the financial year starting on January 1st until December 31st 2022 have been prepared according to the International Financial Reporting Standards (IFRS), which were published by the International Accounting Standards Board (IASB) and according to their interpretations, which have been published by the International Financial Reporting Interpretations Committee (IFRIC) and have been adopted by the European Union until December 31 st , 2022.

The Company applies all the International Accounting Standards (IAS), the International Financial Reporting Standards (IFRS) and their Interpretations that apply to its operations. The relevant accounting policies, a synopsis of which is presented in following Note 2.6, have been consistently applied in all the presented periods.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

51

Going Concern

On operational level, the Company is supported by TERNA ENERGY SA which affects to a significant extent the decisions, the management and the broader functioning of the Company exerting at the same time control over the above operations. The Company’s management estimates that the Company possesses sufficient resources, which ensure its operation as “Going Concern” in the foreseeable future.

The Management's decision to use the going concern principle is based on the estimates related to the potential impact of the military conflict raging in the wider Ukraine region. These factors have been considered by the Management for the preparation of the financial statements for the year ended 31/12/2022 .

2.2 Basis of Measurement

The accompanying financial statements as of December 31 st 2022, have been prepared according to the principle of historical cost.

2.3 Currency of Presentation

The currency of presentation is the Euro (meaning the currency of the company’s country) and all amounts are expressed in Euro thousand, unless stated otherwise.

2.4 Comparability

The comparative figures in the Financial Statements have not been restated.

2.5 Use of estimates

The preparation of the financial statements according to IFRS requires the use of estimates and judgments on the application of the Company’s accounting policies. Opinions, assumptions and Management estimates affect the valuation of several asset and liability items, the amounts recognized during the financial year regarding specific income and expenses as well as the presented estimates on contingent liabilities.

The assumptions and estimates are assessed on a continuous basis according to historic experience and other factors, including expectations on future event outcomes that are considered as reasonable given the current conditions. The estimates and assumptions relate to the future and, consequently, the actual results may deviate from the accounting calculations.

The areas requiring the highest degree of judgment as well as the factors mostly affecting the Financial Statements are presented in Note 3 of the Financial Statements.

2.6 New Standards, Interpretations and Amendments of Standards

The accounting principles applied for the preparation of the financial statements are the same as those applied for the preparation of the annual financial statements of the Company for FY ended as on December 31 st , 2021, apart from the adoption of several new accounting standards, whose application was mandatory in the European Union for FYs beginning as on January 1st, 2022 (see. Notes 2.6.1 και 2.6.2).

2.6.1. New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union

The following new Standards, Interpretations, and amendments to IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2022.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

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Amendments to IFRS 3 “Business Combinations”, IAS 16 “Property, Plant and Equipment”, IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and “Annual Improvements 2018-2020” (effective for annual periods starting on or after 01/01/2022)

In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments to three Standards as well as the Board’s Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards. More specifically:

- Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.

- Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss.

- Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss-making.

- Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.

The amendments do not affect the Financial Statements.

2.6.2. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union.

• Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods starting on or after 01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The objective of these amendments is to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of the financial statements. More specifically, companies are required to disclose their material accounting policy information rather than their significant accounting policies. The Company will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2023.

• Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates” (effective for annual periods starting on or after 01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The Company will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2023.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

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• Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction” (effective for annual periods starting on or after 01/01/2023)

In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations – transactions for which companies recognise both an asset and a liability. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The Company will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2023.

• Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods starting on or after 01/01/2024)

In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity’s right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. However, in October 2022, the IASB issued an additional amendment that aim to improve the information companies provide about long-term debt with covenants. IAS 1 requires a company to classify debt as non-current only if the company can avoid settling the debt in the 12 months after the reporting date. However, a company’s ability to do so is often subject to complying with covenants. The amendments to IAS 1 specify that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require a company to disclose information about these covenants in the notes to the financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024, with early adoption permitted. The Company will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

• Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods starting on or after 01/01/2024)

In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the date the transaction takes place. However, IFRS 16 had not specified how to measure the transaction when reporting after that date. The issued amendments add to the sale and leaseback requirements in IFRS 16, thereby supporting the consistent application of the Accounting Standard. These amendments will not change the accounting for leases other than those arising in a sale and leaseback transaction. The Company will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union.

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( Amounts in Euro thousand unless stated otherwise)

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3. SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS

The preparation of Financial Statements in accordance with the International Financial Reporting Standards (IFRS) requires the Management to make judgments, estimates and assumptions which affect assets and liabilities, contingent receivables, and liabilities disclosures as well as revenue and expenses during the presented periods.

In particular, amounts included in or affecting the financial statements, as well as the related disclosures, are estimated through making assumptions about values or conditions that cannot be known with certainty at the time of preparation of the financial statements and therefore actual results may differ from what has been estimated. An accounting estimate is considered significant when it is material to the financial position and income statement of the Company and requires the most difficult, subjective, or complex judgments of the Management. Estimates and judgments of the Management are based on past experience and other factors, including expectations for future events that judged to be reasonable in the circumstances. Estimates and judgments are continually reassessed based on all the available data and information.

Key estimates and evaluations referring to data whose development could affect the financial statements items in the upcoming 12 months are the following:

Provision for income tax

The provision for income tax based on IAS 12 is calculated by estimating the taxes to be paid to tax authorities and includes the current income tax for every financial year. The final settlement of the income tax might deviate from the respective amounts that have been recognized in the financial statements (further information is provided in Note 16).

4. SUMMARY OF KEY ACCOUNTING PRINCIPLES

The key accounting policies adopted under the preparation of the accompanying financial statements are as follows:

4.1 Operating Segments

The Company's Board of Directors is the principal business decision maker and audits the internal financial reporting reports to assess the performance of the Company and make decisions about the allocation of resources. The Management has determined the operation segment based on these internal reports.

As operation segment of TERNA ENERGY FINANCE SA is defined the segment in which the Company operates and on which the Company’s internal information system is based (see analytically Note 5).

4.2 Cash and Cash equivalents

Cash and cash equivalents include sight deposits and other highly liquid investments that are directly convertible into specific cash amounts that are subject to a non‐significant risk of change in value.

4.3 Financial instruments

4.3.1 Recognition and de-recognition

Financial assets and financial liabilities are recognised in the Statement of Financial Position when, and only when, the Company becomes a party to the financial instrument.

The Company ceases to recognise a financial asset when, and only when, the contractual rights to the cash flows of the financial asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset are transferred and substantially all the risks and rewards of

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( Amounts in Euro thousand unless stated otherwise)

55

ownership of the financial asset are transferred. A financial liability is derecognised from the statement of financial position when, and only when, it is extinguished - that is, when the obligation specified in the contract is discharged, cancelled or expires .

4.3.2 Subsequent measurement of financial assets

Financial assets are initially measured at fair value by adding the relevant transaction cost except in the case of financial assets measured at fair value through profit or loss.

Financial assets, except those defined as effective hedging instruments, are classified into the following categories:

• Financial assets at amortized cost,

• Financial assets at fair value through profit & loss, and

• Financial assets at fair value through other comprehensive income.

The Company, during the periods presented, has not classified financial assets in the category "financial assets at fair value through profit & loss ", nor in the category "financial assets at fair value through other comprehensive income".

The classification of every financial asset is determined by the Company's business model for the management of the financial assets and the characteristics of their contractual cash flows.

4.3.3 Subsequent measurement of financial assets

Financial assets at amortized cost

A financial asset is measured at amortized cost when the following conditions are met:

I. financial asset management business model includes holding the asset for the purposes of collecting contractual cash flows,

II. contractual cash flows of the financial asset consist exclusively of repayment of capital and interest on the outstanding balance (“SPPI” criterion).

Following the initial recognition, these financial assets are measured at amortized cost using the effective interest method. In cases where the discount effect is not significant, the discount is omitted.

The amortized cost measured category includes non-derivative financial assets such as loans and receivables with fixed or pre-determined payments that are not traded on an active market, as well as cash and cash equivalents, trade and other receivables.

The Company does not hold on 31.12.2022 financial assets that are classified in the other categories set out in IFRS 9.

4.3.4 Impairment of financial assets

Impairment is defined in IFRS 9 as an Expected Credit Loss (ECL), which is the difference between the contractual cash flows attributable to the holder of a particular financial asset and the cash flows expected to be recovered, i.e. cash deficit arising from default events, discounted approximately at the initial effective interest rate of the asset.

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The Company recognizes provisions for impairment for expected credit losses for all financial assets except those measured at fair value through profit or loss.

The objective of the IFRS 9 impairment provisions is to recognize the expected credit losses over the life of a financial instrument whose credit risk has increased since initial recognition, regardless of whether the assessment is made at a collective or individual level, using all the information that can be collected on the basis of both historical and present data, as well as data relating to reasonable future estimates of the financial position of customers and the economic environment.

To facilitate implementation of this approach, a distinction is made between:

• financial assets whose credit risk has not deteriorated significantly since initial recognition or which have a low credit risk at the reporting date (Stage 1) and for which the expected credit loss is recognized for the following 12 months,

• financial assets whose credit risk has deteriorated significantly since initial recognition, and which have no low credit risk (Stage 2)

Stage 3 refers to financial assets for which there is objective evidence of impairment at the reporting date.

For financial assets included in Stage 1, expected credit losses are recognized for the period of the following 12 months, while for those included in Stage 2 or Stage 3, expected credit losses are recognized over the life of the asset.

The expected credit losses are based on the difference between the contractual cash flows and the cash flows that the Company expects to receive. The difference is discounted using an estimate of the initial effective interest rate of the financial asset.

4.3.5 Classification and measurement of financial liabilities

The Company's financial liabilities include mainly loan liabilities. Financial liabilities are initially recognized at cost, which is the fair value of the consideration received outside borrowing costs. After initial recognition, financial liabilities are measured at amortized cost using the effective interest method. Financial liabilities are classified as short-term liabilities unless the Company has the unconditional right to transfer the settlement of the financial liability for at least 12 months after the Financial Statements reporting date.

(i) Loan liabilities

The Company’s loan liabilities are initially recognized at cost, which reflects the fair value of the amounts receivable minus the relative costs directly attributable to them, where they are significant. After initial recognition, interest bearing loans are measured at amortized cost using the effective interest method. Amortized cost is calculated by considering issuing expenses and the difference between the initial amount and the maturity. Gains and losses are recognized in profit or loss when the liabilities are derecognized or impaired through the amortization process.

(ii) Trade and other liabilities

Balance from suppliers and other liabilities is initially recognized at their fair value and subsequently measured at amortized cost using the effective interest method.

Trade and other short-term liabilities are not interest-bearing accounts and are usually settled based on the agreed credits.

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4.3.6 Offsetting financial assets and financial liabilities

Financial assets and financial liabilities are offset, and the net amount is shown in the Statement of Financial Position only if there is the present legal right to offset the recognized amounts and intends to clear them on a net basis or to require the asset and settle the liability simultaneously.

4 .4 Employee benefits

Short-term benefits: Short-term employee benefits (except for termination of employment benefits) in cash and in kind are recognized as an expense when considered accrued. Any unpaid amount is recognized as a liability, whereas in case the amount already paid exceeds the benefits’ amount, the entity identifies the excess as an asset (prepaid expense) only to the extent that the prepayment shall lead to a future payments’ reduction or refund.

Retirement Benefits: Benefits following termination of employment include lump-sum severance grants, pensions and other benefits paid to employees after termination of employment in exchange for their service. The Company’s liabilities for retirement benefits cover both defined contribution plans and defined benefit plans. The defined contribution plan’s accrued cost is recognized as an expense in the financial year where it relates. Pension plans adopted by the Company are partly financed through payments to insurance companies or state social security funds.

(a) Defined Contribution Plan

Defined contribution plans pertain to contribution payment to Social Security Organizations and therefore, the Company does not have any legal obligation in case the Fund is incapable of paying a pension to the insured person. The employer’s obligation is limited to paying the employer’s contributions to the Funds. The payable contribution by the Company in a defined contribution plan is identified as a liability after the deduction of the paid contribution, while accrued contributions are recognized as expenses in the income statement.

(b) Defined Benefit Plan (non-funded)

Under Laws 2112/20, 4093/2012 and the article 8 of L.3198/1995, the Company must pay compensation upon retirement or termination to its employees. The amount of compensation paid depends on the years of service, the level of wages and the way of leaving service (dismissal or retirement). The establishment of the right to participate in these schemes is based on the distribution of benefits over the last 16 years until the employees' retirement date, following the scale of Law 4093/2012.

The liability recognized in the Statement of financial Position for defined benefit plans is the present value of the liability for the defined benefit less the plan assets’ fair value (reserve from payments to an insurance company), the changes deriving from any actuarial profit or loss and the service cost. The defined benefit commitment is calculated on an annual basis by an independent actuary using the projected unit credit method.

For the discounting of the 2022 financial year, the selected interest rate follows the trend of European Bonds with a 10-year maturity on 31 December 2022, which is considered consistent with the principles of IAS 19, i.e. it is based on bonds with the same currency and estimated maturity in relation to employee benefits, as well as appropriate for long-term provisions.

A defined benefit plan establishes, based on various parameters, such as age, years of service and salary, the specific obligations for payable benefits. Provisions for the period are included in the relative staff costs in

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the accompanying Income Statement and comprise of the current and past service cost, the relative financial cost, the actuarial gains or losses and any possible additional charges. Regarding unrecognized actuarial gains or losses, the revised IAS 19 is applied, which includes several changes to accounting for defined benefit plans, including:

i) recognition of actuarial gains / losses in other comprehensive income and their permanent exclusion from the Income Statement,

ii) non-recognition of the expected returns on the plan investment in the Income Statement but recognition of the relative interest on net liability / (asset) of the benefits calculated based on the discount rate used to measure the defined benefit obligation,

iii) recognition of past service cost in the Income Statement at the earliest between the plan modification date or when the relative restructuring or terminal provision are recognized,

iv) other changes include new disclosures, such as quantitative sensitivity analysis.

4.5 Provisions, Contingent Assets and Liabilities

Provisions are recognized when the Company has present legal or imputed liabilities because of past events; their settlement is possible through resources’ outflow and the exact liability amount can be reliably estimated. The provisions are reviewed on the date of the Financial Statements and are adjusted accordingly to reflect the present value of the expense expected for the settlement of the liability. Restructuring provisions are identified only if there is a detailed restructuring plan and if Management has informed the affected parties on the plan’s key points. When the effect of the time value of money is significant, the provision is calculated as the present value of the expenses expected to be incurred in order to settle this liability.

If it is no longer probable that an outflow will be required in order to settle a liability for which a provision has been formed, then it is reversed.

In cases where the outflow due to current commitments is considered improbable or the provision amount cannot be reliably estimated, no liability is recognized in the financial statements. Potential inflows from economic benefits for the Company which do not meet the criteria of an asset are considered a contingent asset and are disclosed when the inflow of the economic benefits is probable.

4.6 Income Tax

Income taxes charges for the year include current taxes, deferred taxes and tax differences from previous years.

Current Tax

The current and taxes are calculated based on the Financial Statements of each of the companies included in the consolidated Financial Statements, according to the tax regulation effective in Greece or other tax frameworks under which the foreign subsidiaries operate. The expenses for current Income tax is calculated based on the earnings of each company as such are reformed on the companies’ tax reports and provisions for additional income taxes and is calculated in accordance with statutory or substantially institutionalized tax rates.

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Deferred Income Tax

Deferred taxes are taxes or tax relief that are related to the financial burdens or benefits accruing in the year but have already been accounted for or accounted for by the tax authorities in different uses. Deferred income tax is determined using the liability method that results from the temporary differences between the carrying amount and the tax base of the assets and liabilities.

Deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that, when the transaction took place, did not affect either the accounting or the tax profit or loss.

Deferred income taxes are measured using the liability method in all temporary differences at the date of the financial statements between the tax base and the carrying amount of assets and liabilities. Deferred tax liabilities are recognized for all taxable temporary differences.

Deferred tax assets are measured at each reporting date and are reduced to the extent that it is unlikely that there will be sufficient taxable profits against which part or all the deferred income tax assets may be used.

Deferred tax assets and obligations are measured at the tax rates that are expected to be in force for the year in which the asset is incurred or the liability will be settled and are based on the tax rates (and tax laws) that are in effect or effectively in force at the date of reporting of the financial statements. If the temporary reversal of temporary differences cannot be clearly identified, the tax rate applicable on the next day of the statement of financial position is used.

Income tax related to items that are recognized in other comprehensive income is also recognized in other comprehensive income.

4.7 Share capital, reserves, and distribution of dividends

Common registered share is recorded as equity. Costs, directly attributable to a component of equity net of tax effect, are monitored as a deduction to the Balance of Retained Earnings in equity. Otherwise, this amount is recognized as an expense in the period in question.

Shareholders' contributions for which there is an irrevocable capitalization obligation and the entity's obligation to issue shares or other equity instruments to the contributors within 12 (twelve) months from the date of each contribution, are recognized at their nominal amount in equity, in a special item "Shareholder Deposits". If these conditions are not met, the relevant amounts are classified as liabilities.

In cases when the Company or its subsidiaries acquire part of the Company's share capital (treasury shares), the amount paid, including any expense, net of tax, is deducted from equity until the shares are derecognized or sold.

The number of treasury shares held by the Company does not reduce the number of shares in circulation but affects the number of shares included in the calculation of earnings per share.

In particular, the reserves are divided into:

Statutory reserves

In compliance with the Greek Commercial Law, companies shall transfer at least 5% of their annual net profits to a statutory reserve until such reserve equals 1/3 of the paid-up share capital. This reserve cannot be distributed during the Company's operations.

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Actuarial profit or loss reserves: Actuarial gains/(losses) from defined benefit pension plans, derived from (a) empirical adjustments (the result of differences between previous actuarial assumptions and those that ultimately occurred) and (b) changes in actuarial assumptions.

Dividends: Dividends distributed to the Company's shareholders are recognized in the financial statements as a liability in the period in which the distribution proposal of the Management is approved by the Annual General Meeting of the Shareholders. Also, at the same time, the financial statements reflect the effect of the disposal of the results approved by the General Meeting and the possible formation of reserves.

5. INFORMATION REGARDING OPERATING SEGMENTS

An operating sector is a component of an economic entity: a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses that concern transactions with other components of the same economic entity) and, b) whose operating results are regularly reviewed by the chief operating decision maker of the entity to make decisions about resources to be allocated to the segment and assess of its performance. The term “chief operating decision maker” defines the function of the Company that is responsible for the allocation of resources and the assessment of the economic entity’s operating segments. For the application of IFRS 8, this function is assigned to the Managing Director (Chief Executive Officer). An entity presents separately the information on each operating segment that meets certain criteria of characteristics and exceeds certain quantitative limits. The above information is presented in the accompanying consolidated statements of financial position, comprehensive income, and cash flows according to the IFRS, whereas previously recorded operating segments – as presented in the financial statements of the previous financial year ‐ require no modifications.

The Company recognizes only one operating reporting segment while there are no less significant segments that would be consolidated into the category of other segments. In particular, the only sector in which the Company operates is the Investment and Finance sector in Greece and therefore the total amounts of the Statement of Financial Position and the Statement of Comprehensive Income relate exclusively to the Company's activity in this field.

6. OTHER LONG-TERM RECEIVABLES

The Company’s other long-term receivables as at 31/12/2022 and 31/12/2021, are analyzed as follows:

31/12/2022

31/12/2021

Receivables from long-term intercompany loans 2019

146.632

Total

146.632

Interest income from the Intra-group Loan 2019 for the fiscal year 2022 amounted to € 5.352 thousand (see Note 11) and is included in the “Interest Income” item of the Statement of Comprehensive Income of year 2022.

Intragroup Loan 2019

The Company ("Issuer") following the decision of 10/10/2019 by which the content of its Prospectus was approved by the Capital Markets Commission, received an amount of € 146,632 thousand, i.e. an amount of € 150,000 thousand that was raised in cash from the coverage of the Common Bond Loan 2019 (CBL 2019, see Note 10), minus the amount of € 3,368 thousand which concerns issue costs, as they have been

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incorporated without any deviation in the Prospectus. The funds raised were disbursed, as provided in the Prospectus, from the Issuer to TERNA ENERGY SA (sole shareholder and Guarantor of CBL 2019) through an intragroup loan.

Specifically, on 21.10.2019, TERNA ENERGY SA issued a bond loan ("Intragroup Loan 2019"), in accordance with the provisions of Law 4548/2018 and the provisions of Law 3156/2003 that remain in force, which is governed by Intragroup Loan Program and which was covered by the Issuer in the amount of € 146,632 thousand. In this way, the amount of net capital proceeds was transferred to the Guarantor within 2019, in order for the latter to use it for its investment program as analyzed in the section 4.1.2 "Reasons for Issuing the CBL and Utilization of Funds" of the Prospectus dated October 10, 2019.

The annual interest rate was set equal to that of the CBL 2019 rate (see Note 10), plus a 1% margin on the outstanding nominal capital per bond security, starting from the date of bond issuance, i.e. 3.6%.

The maturity of the Intra-group Loan 2019 was set 5 working days prior to the maturity of CBL 2019.

On 31/12/2022, the long-term component of the aforementioned receivable stood at € 146.632 thousand.

7. OTHER SHORT-TERM ASSETS

The Company's other short-term financial assets comprise essentially the short-term component of the Intra- group Loan 2019 between TERNA ENERGY S.A. and the Company (see Note 6).

Prepayments and other financial receivables

31/12/2022

31/12/2021

Short-term part of receivables from long-term intercompany loans 2019

1.056

Total (a)

1.056

Prepayments and other non-financial receivables

31/12/2022

31/12/2021

Prepaid expenses and other transitory asset accounts

13

Total (b)

13

Other short term receivables (a) + (b)

1.069

8. CASH AND CASH EQUIVALENTS

Cash & cash equivalents as at 31/12/2022 and 31/12/2021, are analyzed as follows:

31/12/2022

31/12/2021

Sight deposits

4.526

2.445

Total

4.526

2.445

9. SHARE CAPITAL

The share capital of the Company amounts to € 1,850,000 divided into 1,850,000 common voting shares of nominal value one euro (€ 1.00) each. The share capital is fully paid up.

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10. LOANS

As of 31/12/2022 and 31/12/2021, the Company’s loans are analyzed as follows:

31/12/2022

31/12/2021

Long‐term loans

Opening balance

147.274

146.756

Interest in income statement

534

518

Closing balance

147.808

147.274

31/12/2022

31/12/2021

Long‐term liabilities carried forward

Opening balance

758

Interest in income statement

3.954

Interest paid

(3.976)

(3.954)

Closing balance

736

758

Total

148.544

148.032

Common Bond Loan €150 million (CBL 2019)

In compliance with the Finance Prospectus as of 10/10/2019 and as of 10/10/2019 Bond Loan Issue Plan up to € 150 million and pursuant to the Agreement for Appointment of a Bondholders’ Representative (the “CBL Plan”), between TERNA ENERGY FINANCE S.A. (the Issuer), TERNA ENERGY S.A. (the Guarantor) and ATHEXCSD S.A. (Bondholders’ Representative), provisions are made for the issue of a CBL with a term of seven (7) years and amounting to one hundred and fifty million Euro (€ 150.000 k), divided into up to 150.000 intangible, common anonymous bonds with a nominal value of € 1 thousand each.

On 22.10.2019, the Board of Directors of TERNA ENERGY MAEX announced that the proceeds of the Public Offer amounted to € 150 million listing the Company’s bonds for trading in the ATHEX Regulated Market Securities Category. In particular, 150.000 common, bearer bonds of the Company with a nominal value of €1.000 (the Bonds) each have been allocated and as a result capital of an amount of €150 m. has been raised. The final yield of the Bonds was set at 2.60%, the Bond rate at 2,60% and the Loan Disposal Price at € 1.000 each, i.e. 100% of its nominal value. The final registration of the bonds in the Beneficiary Accounts of the Intangible Securities System was completed on 22.10.2019.

To secure the Company’s loan, corporate guarantee was provided by the parent company TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL SOCIETE ANONYME (hereafter called as “TERNA ENERGY S.A.” or the Guarantor).

Under the terms of the Common Bond Loan Issue Plan of up to € 150.000.000 and the Bondholders’ Representative Appointment Agreement dated 10/10/2019, the raised funds of € 150.000 k will be invested by the Issuer to the Guarantor through the Intra-group Loan. On 21/10/2019, the Guarantor issued a bond loan under Law 3156/2003, within the frame of the Intragroup Loan Scheme, which was covered by the Issuer for an amount of € 146.632 k. This way, the respective amount of the CBL was transferred to the Guarantor,

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thus lending the equal amount of the capital proceeds to the Guarantor, so that the latter could use it in respect of its investment plan as analyzed in section 4.1.2 of the Prospectus as of October 10 th , 2019.

As of 31/12/2022 the outstanding amount of CBL 2019 had settled at € 148.544 thousand.

The Company and the Guarantor have the obligation to observe specific financial ratios related to the Common Bond Loan. As of December 31, 2022, the Company and the Guarantor fully met the required covenants in terms of financial ratios, in accordance with the requirements of the loan agreement.

The interest expenses from the CBL for the financial year of 2022 amounted to € 4.488 thousand (Note 12) and are included in the item "Interest and other financial expenses" of the Statement of Comprehensive Income.

11. INTEREST REVENUES

The Company ' s income for the year 2022 relates to interest income from the Intragroup Loan 2019 amounting to € 5.352 thousand ( 2021: € 5.352 thousand), granted to the parent company and which is included in the items "Other Long-Term Receivables" and " Other Current Assets” (see Notes 6 and 7, respectively).

12. INTEREST AND OTHER FINANCIAL EXPENSES

The interest and other financial expenses of the Company for the financial year of 2022 and 2021, respectively, are analysed as follows:

01/01 - 31/12/2022

01/01 - 31/12/2021

Interest and expenses on long‐term loans

4.488

4.472

Commissions, bank charges and other expenses

1

Financial expenses

4.489

4.473

The interest and expenses on long-term loans of the Company for the financial year 2022 amounting to € 4.488 thousand ( 2021: 4.472 thousand) relate to interest expenses from the Common Bond Loan (see in detail Note 10).

13. THIRD PARTIES FEES AND EXPENSES

The Company’s third-party fees and expenses for the financial years 2022 and 2021, are analyzed as follows:

01/01 - 31/12/2022

01/01 - 31/12/2021

Fees and expenses of other third parties

4

11

Subscriptions and contributions

28

14

Auditors' fees

13

11

Total

45

36

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For the year ended December 31 st , 2022, the item "Auditors’ Fees" includes fees of the statutory auditors in the amount of € 3 thousand ( 2021: € 3 thousand), relating to authorized non-audit services (excluding the services of the statutory audit of the financial statements and the tax audit for the issuance of the tax compliance report).

The respective fees of the authorized non-audit services that have been provided to the parent company are disclosed in Note 35 of the Financial Statements of TERNA ENERGY S.A. for the year 2022, the Financial Statements are posted on the internet at the website www.ternaenergy.com, as well as on the website of Athens Exchange, Greece.

14. OTHER OPERATING INCOME - EXPENSES

The Company’s other operating income and expenses for the years 2022 and 2021, are analyzed as follows:

01/01 - 31/12/2022

01/01 - 31/12/2021

Other tax and duties

12

10

Total

12

10

15. PERSONNEL FEES AND EXPENSES

Company’s personnel fees and expenses for the financial years 2022 and 2021, are analyzed as follows:

01/01 - 31/12/2022

01/01 - 31/12/2021

Salaries and other employee benefits

40

35

Social security contributions

8

Total

48

43

According to Greek labour law, every employee is entitled to a lump-sum compensation in case of dismissal or retirement. The amount of compensation depends on the length of service and the employee's salary on the day of dismissal or retirement. Staff members who resign or are dismissed with cause shall not be entitled to compensation. The compensation payable in the event of retirement in Greece is equal to 40 % of the compensation payable in the event of dismissal without cause. In accordance with the practices of the countries in which the Group's subsidiaries operate, staff severance schemes are usually not funded.

Estimates for employee benefit obligations are determined through an actuarial study and the company has no obligation to recognize a provision for employee compensation.

16. INCOME TAX

The tax rate for legal entities in Greece for both years 2022 and 2021 in accordance with paragraph 1 of article 58 of Law 4172/2013 is 22%.

In the Statement of Comprehensive Income, the income tax is analyzed as follows:

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01/01 - 31/12/2022

01/01 - 31/12/2021

Current tax

(167)

(2)

Deferred tax income/ (expense)

−

(167)

Total

(167)

(169)

The actual final tax rate may differ from the nominal tax rate. There are several factors influencing the effective tax rate, where the most notably of which are the non‐tax deduction of certain expenses and the ability of companies to make tax-free deductions and tax-free reserves.

01/01 - 31/12/2022

01/01 - 31/12/2021

Earnings before tax

758

790

Nominal tax rate

22%

Income tax based on effective nominal tax rate

(167)

(174)

Adjustments for:

Effect of change in tax rate

−

5

Actual tax expense

(167)

(169)

Effective tax rate

22,03%

21,39%

Deferred income tax is calculated on all the temporary tax differences between the book value and the tax value of the assets and liabilities. Deferred income taxes are calculated using the Company's effective tax rate at the maturity date of the tax asset/liability.

Deferred tax assets and liabilities for the years 2022 and 2021 are analyzed as follows:

31/12/2022

31/12/2021

01/01 - 31/12/2022

01/01 - 31/12/2021

Receivable/

(Liability)

Receivable/

(Liability)

Income /

(Expense)

Income /

(Expense))

Transitory accounts / Loans

(232)

−

21

Recognised tax loss

−

(188)

Total

(232)

−

(167)

Deferred tax through income statement

−

(172)

Deferred tax through income statement (change in tax rate)

−

5

−

(167)

The income tax return is submitted on an annual basis, but the declared profits or losses remain temporary until the tax authorities audit the taxpayer's books and records and the final audit report is issued.

The Company makes an annual assessment of any liabilities that are expected to arise from the audit of previous years, making relevant provisions where necessary.

The Company has not made any provisions for unaudited fiscal years as the Management considers that any tax amounts that may arise will not have a material effect on the Company's equity, results and cash flows. The unaudited fiscal years are from 2017 to 2022.

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The Company has been subject for the years from 2017 to 2022 to the optional tax audit of the Chartered Accountants, as detailed in Note 22.

17. EARNINGS PER SHARE

Basic earnings per share for the annual period 01/01/2022 – 31/12/2022 and for the respective comparative period of 2021 were calculated by dividing the net earnings attributed to shareholders of the parent company by the weighted average number of outstanding shares as follows:

31/12/2022

31/12/2021

Net profit (in €)

591.000

621.000

Average weighted number of shares

1.850.000

Earnings per share (in Euro)

0,3195

0,3357

There are no diluted earnings per share for years 2022 and 2021.

18. TRANSACTIONS WITH RELATED PARTIES

“TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL SOCIETE ANONYME” is the main and sole shareholder of the Company owning 100.00% of the Company’s share capital for the period ended on December 31 st , 2022.

Transactions and balances with related parties for the year 2022 are presented in the following table. As mentioned in Notes 6, 7 and 11 above, the sales / revenues of the Company relate to the interest from the Bond Loan granted to the parent company TERNA ENERGY SA. The receivables relate to the above-mentioned Bond Loan. Purchases / expenses refer to the administration expenses for the period 01/01/2022- 31/12/2022 that are passed on by the parent company.

31/12/2022

Purchases/Expe nses

Sales/Income

Receivables

Liabilities

Parent Company

1

5.352

147.688

−

Total

1

5.352

147.688

−

31/12/2021

Purchases/Expe nses

Sales/Income

Receivables

Liabilities

Parent Company

1

5.352

147.688

−

Total

1

5.352

147.688

−

19. RISK MANAGEMENT POLICIES AND PROCEDURES

The Company is exposed to multiple financial risks such as credit risk and liquidity risk. The Company does not make use of derivative financial instruments to hedge its exposure to particular risk categories.

The procedure followed is described below as follows:

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(i) Evaluating the risks related to the Company’s activities and operations,

(ii) Scheduling methodology and selecting the necessary financial products for the reduction of risk and

(iii) Implementing risk management procedures in accordance with the approved risk management procedures.

The Company’s financial instruments are composed of deposits in banks, receivables related to bond loans granted to the parent company and liabilities from undertaken bond loans.

19.1 Foreign exchange risk

The operating currency of the Company is the Euro. The Company is not exposed to currency risk as its total transactions are in Euro.

19.2 Interest rate risk

The Company’s policy is to minimize its exposure to interest rate related cash flow risk with regards to its long‐term financing. The Company's debt concerns the CBL 2019 (see Note 10), i.e. it is in Euro and the interest rate is fixed. Therefore, the Company is not exposed to any risk of interest rate fluctuations.

19.3 Credit risk

Credit risk is the risk when the counterparty in a financial instrument will cause damage to the other party by failing to pay the relevant obligation.

The Company's exposure to credit risk is limited to the financial assets that at the Statement of Financial Position date, analyzed as follows:

31st December 2022

Financial Assets

Amortized cost

Fair Value through profit and loss

Fair value through other comprehensive income

Total

Other long‐term receivables

146.632

−

146.632

Trade receivables and other receivables

1.056

−

1.056

Cash and cash equivalents

4.526

−

4.526

Total

152.214

−

152.214

31st December 2021

Financial Assets

Amortized cost

Fair Value through profit and loss

Fair value through other comprehensive income

Total

Other long‐term receivables

146.632

−

146.632

Trade receivables and other receivables

1.056

−

1.056

Cash and cash equivalents

2.445

−

2.445

Total

150.133

−

150.133

The Company Management estimates that all the aforementioned financial assets are of high credit quality.

None of the Company's financial assets has been secured by mortgage or other form of tangible security.

As stated above, the Company's key risk relates to the risks of its parent company TERNA ENERGY S.A. The amounts representing the maximum exposure to this risk at the end of the current and comparative periods are the present value of those items in the respective periods. The Company's maximum credit risk is the advent of the counterparty's default. In particular, the Company's receivables of € 147.688 thousand relate

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to the Intra- group Loan granted to the parent company TERNA ENERGY S.A., so that latter could proceed with its investment plan, in accordance with the provisions of CBL 2019 (see Note 10).

On 03/06/2022, ICAP S.A. conducted a periodic reassessment of the credit rating of the Guarantor company "TERNA ENERGY S.A.", where it maintained its credit rating at AA and placed it in low credit risk category.

The above credit rating reflects:

- the long-term activation of the Group in the RES sector, and the stability and predictability of cash flows,

- the large energy portfolio, the significant market position and the wide geographical spread of the projects,

- the maintenance of a significant and strong investment plan in combination with the available lines of financing and the significant prospects of the sector,

- the maintenance of key metrics at Group level, at very competitive levels for the industry standards,

- the maintenance of a significant amount of liquidity with the cash settling steadily and over time at levels over € 200 million.

As of December 31 st , 2022 there are no due financial receivables regarding the Company.

19.4 Liquidity risk

The Company manages its liquidity needs by carefully monitoring the debts of long-term financial liabilities as well as payments made daily. Liquidity needs are monitored in different time zones, on a daily and weekly basis, as well as in a rolling 30-day period. Liquidity needs for the next 6 months and the following year are determined on a monthly basis. In essence, the Company's basic liquidity needs pertain to the repayment CBL 2019 interest (see Note 10), primarily covered by the interest inflows arising from CBL 2019 (see Note 6).

The Company maintains cash and bank deposits in order to meet liquidity needs for periods of up to 30 days. Fund for medium-term liquidity needs are released from time deposits of the Company.

Maturity of the Company’s financial liabilities as of December 31st, 2022 and December 31st, 2021 is analyzed as follows:

31/12/2022

Short-term

Long-term

0 to 12 months

1 to 5 years

>5 years

Long‐term loans

737

147.808

−

Suppliers

3

−

Accrued and other short‐term liabilities

19

−

Total

759

147.808

−

31/12/2021

Short-term

Long-term

0 to 12 months

1 to 5 years

>5 years

Long‐term loans

758

147.274

−

Suppliers

2

−

Accrued and other short‐term liabilities

11

−

Total

771

147.274

−

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

69

The aforementioned contractual maturity dates reflect gross cash flows, which may differ from the book values of liabilities as at the financial statements reporting date.

19.5 Summary Report of Risks of TERNA ENERGY SA (sole shareholder and guarantor of CBL 2019)

As previously mentioned (see Note 1), the Company is operationally supported by its parent company, TERNA ENERGY SA, which fully influences and controls the decisions, management and operation of the Company. In the case that TERNA ENERGY SA ceases to assist the Company in its management and operation or is unable to fulfil its contractual obligations to the Company under the terms of the Interim Loan, this may have material adverse effects: a) on the Company's ability to fulfil its obligations, mainly due to insufficient cash flow and revenues; b) on the trading price of the Company's Bonds on the X. Α ., (c) the results of operations, financial condition and prospects of the Company.

Considering the above, the main risks and uncertainties in the Company's activities are directly related to those of the TERNA ENERGY Group (hereinafter "Group") and therefore, the report on the Company's Principal Risks & Uncertainties should be considered together with the report on the risks of the TERNA ENERGY Group.

In synopsis, we present the main risks and uncertainties in the activities of the TERNA ENERGY SA Group, as described in the published financial statements for the year ended 31/12/2022 and which are summarized in the following:

The Group's activities expose it to various financial risks such as market risk (including currency risk, interest rate risk and price volatility risk), credit risk and liquidity risk.

To manage financial risks and limit their negative impact on the Group's financial results, the Group monitors the fluctuations in variables affecting costs and sales and uses appropriate instruments as appropriate.

The main risks and uncertainties in the Group's activities are the following:

i. Credit risk

The Group continuously monitors its receivables and incorporates the resulting information into its credit control.

All of the energy sector's receivables relate to the wider public sector both domestically (including ENE Χ , DAPEEP and HEDNO) and internationally, and the same applies to the concessions sector, as well as the majority of the construction sector's receivables.

The Group has traditionally, due to the nature of its business, not been exposed to significant credit risk from trade receivables. In the past, there have been delays in collections from the DAPEEP, which have been significantly reduced with the implementation of Law 4254/14 and the extraordinary levy imposed for the 2020 financial year. In other transactions with individuals, the Group operates with a view to mitigating credit risk and securing its receivables.

The credit risk on cash and cash equivalents and other receivables is low, given that the counterparties are banks with a high-quality capital structure, the public sector or public sector companies or powerful business groups.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

70

Finally, the Group's management considers that all of the above financial assets which have arisen after making the necessary impairments are of high credit quality.

ii. Currency risk

The Group operates, besides Greece, also in Eastern Europe, therefore it is possible to be exposed to exchange rate risk that may occur due to the exchange rate of the euro with other currencies. This type of risk can only be generated by foreign currency trading transactions, by investments of financial assets in foreign currencies, as well as by net investments in foreign entities. In order to limit this risk, the Group utilizes locally generated cash surpluses in local currency. During the operating phase, all related costs and revenues are incurred in local currency, eliminating any possibility of generating foreign exchange differences.

To mitigate this risk, the Group's financial management department systematically monitors exchange rate changes and ensures that they do not have a negative impact on its cash position.

iii. Interest rate risk

The policy of the Group is to minimize its exposure to the interest rate risk of long‐term financing.

In this context, long-term loans received by the Group either bear a fixed interest rate or are hedged for almost the entire duration. In this context, on 31/12/2022, 18,3 % of long-term loans received by the Group bear a fixed interest rate, 56,3% of long-term loans refer to floating-rate loans that have been hedged through derivatives with which future fixed rate payments are exchanged against floating rate collections, while 25,4% of long-term loans refer to floating rate loans on a case-by-case basis euribor or wibor.

The Group's short-term bank borrowings are all in euros with a variable interest rate linked to the euribor. Short-term loans are mainly taken as a bridge to cover temporary financing needs during the implementation - construction phase of the Group's investments (Wind Farms). These loans are repaid by taking out long- term loans upon completion of construction and commissioning of the wind farms. Consequently, the Group is exposed to interest rate risk arising from short-term borrowings and the portion of long-term borrowings that are at floating interest rates.

Interest rate risk sensitivity analysis

The following table presents sensitivity of the results for the year versus the Group’s short-term debt and deposits, given a reasonable change in variable interest rates amounting to +20% –20% ( 2021: +/-20% also). The changes in interest rates are estimated to fluctuate on a normal basis in relation to current market conditions.

2022

2021

Amounts in thousand €

20%

(20)%

20%

(20)%

Results for the year after tax – Group

(1.942)

1.942

(421)

421

Results for the year after tax – Company

(426)

426

(130)

130

The Group is not exposed to other interest rate risks.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

71

iv. Market risk analysis

The Group is not exposed to any risk for its financial assets.

v. Liquidity risk analysis

The liquidity of the Group is considered satisfactory, as, in addition to the existing cash, the operating wind farms generate continuous, satisfactory cash flows. Net cash flows in 2022 from continuing operating activities amounted to € 110 million compared to € 146 million in 2021. The Group manages its liquidity needs through regular cash planning, careful monitoring of long-term financial liabilities and methodical management of payments made on a daily basis. Liquidity needs are monitored in different time zones, on a daily and weekly basis and on a 30-day rolling period. Liquidity needs for the next 6 months and the following year are determined monthly.

vi. Other risks and uncertainties

The Group remains exposed to short‐term fluctuations of wind and hydrologic data, a fact, which does not affect the long‐term efficiency of its projects, as prior to the implementation of the investments extensive studies take place with regards to the long‐term behavior of such factors.

The construction sector of TERNA ENERGY is subject to significant fluctuations, both with regards to turnover and with regards to the profitability of each construction project, because the construction activity, particularly of specialized companies such as TERNA ENERGY, entails increased volatility that is mainly related to the ongoing renewal of the backlog of construction agreements towards third parties, which are mainly Public entities.

(a) Special note to the war conflict in the region of Ukraine

Terna Energy Group is closely monitoring the geopolitical dynamics in Ukraine. The effects of this military conflict have had a significant impact on the electricity market where the Group operates. In any case, given the nature of the transactions carried out by the Group's companies, there was no direct impact on the Group's size and performance. Other risks such as the fluctuation of expected government revenues in the tourism sector, energy and grain price inflation and uncertainty in the development of foreign direct investment continue to be variables that may affect fiscal flexibility and the broader economic climate with unavoidable indirect consequences on the Group.

20. PRESENTATION OF FINANCIAL ASSETS AND LIABILITIES BY CATEGORY

Financial assets as well as the financial liabilities of the Company per category are analyzed below and are all measured at amortized cost. There are no financial assets or financial liabilities that are measured at fair value.

31st December 2022

Financial Assets

Amortized cost

Fair Value through profit and loss

Fair value through other comprehensive income

Total

Other long‐term receivables

146.632

−

146.632

Trade receivables and other receivables

1.056

−

1.056

Cash and cash equivalents

4.526

−

4.526

Total

152.214

−

152.214

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

72

31st December 2022

Financial Liabilities

Amortized cost

Fair Value through profit and loss

Fair value through other comprehensive income

Total

Long‐term loans

147.808

−

147.808

Long‐term liabilities carried forward

737

−

737

Trade and other liabilities

19

−

19

Total

148.564

−

148.564

31st December 2021

Financial Assets

Amortized cost

Fair Value through profit and loss

Fair value through other comprehensive income

Total

Other long‐term receivables

146.632

−

146.632

Trade receivables and other receivables

1.056

−

1.056

Cash and cash equivalents

2.445

−

2.445

Total

150.133

−

150.133

31st December 2021

Financial Liabilities

Amortized cost

Fair Value through profit and loss

Fair value through other comprehensive income

Total

Long‐term loans

147.274

−

147.274

Long‐term liabilities carried forward

758

−

758

Accrued and other short‐term liabilities

10

−

10

Total

148.042

−

148.042

21. CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The objectives of the Company regarding capital management are as follows:

(i) to ensure the ability of the Group to continue as a going‐concern, and

(ii) to secure a satisfactory return for its shareholders by pricing products and services according to their risk level, and

(iii) to fulfill its contraction obligations in respect of specific debt agreements.

At the end of FY 2022 and 2021 the ratio in question was as follows:

Loan Liabilities /Total Capital Employed Ratio

Amounts in thousand €

2022

2021

Long‐term loans

147.808

147.274

Long‐term liabilities carried forward

737

758

Loan Liabilities (a)

148.545

148.032

Cash and cash equivalents (b)

4.526

2.445

Net debt/(surplus) (a) - (b)= (c)

144.019

145.587

Total equity (d)

3.261

2.669

Total Employed Capital (c) + (d) = (e)

147.280

148.256

Loan Liabilities (a)/Total Employed Capital (e)

100,86%

99,85%

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

73

22. CONTINGENT LIABILITIES

22.1 Contingent tax obligations

The tax obligations of the Company are not definitive as there are unaudited tax years (2017 to 2022). For the unaudited tax years there is the possibility of imposing additional taxes and surcharges at the time when they will be examined and finalized. The Management considers that any amounts of taxes that may arise, will not have a significant effect on the Company's equity, results and cash flows and therefore as at 31/12/2022 the Company has not recognized provisions for tax unaudited years. Upon completion of these tax audits by the competent authorities, if they are finally carried out, the Management does not expect significant tax liabilities to arise.

Tax Compliance Certificate

For the years 2017 to 2021, the Company received a Tax Compliance Report, according to article 65A par. 1 of Law 4174/2013, without substantial differences. According to Circular POL. 1006/2016, the companies which have been subject to the above special tax audit are not exempted from the regular tax audit by the competent tax authorities. Furthermore, according to the relevant legislation, for the years 2016 onwards, the audit and issue of the Tax Compliance Certificate is valid on a voluntary basis.

The special audit for the issue of Tax Compliance Certificate for the year 2022, is in progress and the relevant tax certificate is expected to be issued after the publication of the Financial Statements for the year ended as of 31/12/2022. At the completion of these tax audits, provided they are finally conducted, the Management does not expect any significant tax liabilities to arise. If additional tax obligations arise, it is estimated that they will not have a material effect on the Financial Statements.

23. LEGAL CASES

In the course of its operations, the Company may be faced with possible legal claims of third parties. According to both the Management and the Company's Legal Consultant, there are no litigation or arbitration disputes involving judicial or arbitration bodies concerning the Company.

24. RECONCILIATION OF CHANGE IN FINANCIAL LIABILITIES

The reconciliation of change in liabilities from financial activities for the Company during the fiscal years 2022 and 2021:

Amounts in thousand €

Long‐term loans

Long‐term liabilities carried forward

Total

01/01/2022

147.274

758

148.032

Cash Flows :

- Repayments

−

(3.976)

- Proceeds

−

Non-cash movements

- Accrued Interest

534

3.954

4.488

31/12/2022

147.808

736

148.544

Amounts in thousand €

Long‐term loans

Long‐term liabilities carried forward

Total

01/01/2021

146.756

758

147.514

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise)

74

Cash Flows :

- Repayments

−

(3.954)

- Proceeds

−

Non-cash movements

- Accrued Interest

518

3.954

4.472

31/12/2021

147.274

758

148.032

25. SIGNIFICANT EVENTS AFTER THE REPORTING DATE OF THE STATEMENT OF FINANCIAL POSITION

There were no significant events after the date of the company's statement of financial position.

26. APPROVAL OF FINANCIAL STATEMENTS

The Company’s Financial Statements for the annual period ended as at 31/12/2022 were approved by the Company’s Board of Directors on 19/04/2023.

Athens , 19 April 2023

The Chairman of the BoD

CEO

The Chief Accountant

Vasileios Delikaterinis

Aristotelis Spiliotis

Artan Tzanari

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

75

V. REPORT ON ALLOCATION OF THE CAPITAL PROCEEDS

Report on the Disposal of the Funds Proceeds from the Issuance of a Common Bond Loan of TERNA ENERGY FINANCE S.P.S.A. of € 150.000.000 guaranteed by TERNA ENERGY S.A. for the period 22/10/2019 to 31/12/2022.

In accordance with the provisions of paragraph 4.1.2 of Athens Stock Exchange Regulation (hereinafter referred to as ATHEX), decision no. 25 / 17.07.2008 of the Board of Directors of THEX and no. Decision 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission (hereinafter referred to as “HCMC”), it is hereby disclosed that from the issuance of a Common Bond Loan of one hundred and fifty million Euro (€150.000.000) with the issuance of one hundred and fifty thousand common bonds with a corporate guarantee of nominal value € 1 k each, which was conducted in accordance with as of 24/09/2019 decision of the Board of Directors of TERNA ENERGY FINANCE S.A. (hereinafter referred to as “Company” or “the Issuer”) and as of 10/10/2019 decision on the approval of the Prospectus’ content by the HCMC, an amount of one hundred and fifty million Euro (€150.000.000) was raised in aggregated, i.e. following the completion of the option exercise period, the issuance in question was fully covered. TERNA ENERGY S.A. (hereinafter referred to as “the Guarantor”) is responsible for the aforementioned issuance regarding the bondholders, in compliance with the provisions of section 3.3.13 “Nature and Objective of CBL Guarantee” of the Prospectus as of October 10th, 2019.

On 22/10/2019, the Company's Board of Directors verified the payment of the capital proceeds. Furthermore, one hundred and fifty thousand (150.000) common anonymous bonds issued were listed for trading on Athens Stock Exchange regulated securities market following as of 11/10/2019 approval of listing of Athens Stock Exchange Regulatory Commission. The characteristics of the above bond loan are the following: (a) The bond yield is 2.60% and is fixed over the term of the loan. (b) Interest is calculated on six‐month basis. (c) The term of the loan is seven (7) years, and its repayment will be realized at the end of the period of seven (7) years.

According to the above, it is hereby disclosed that an amount of € 146.632 k, i.e. an amount of € 150.000 k in cash collected from the CBL coverage preference and subscription rights holders, less the amount of €3.368 k related to the issuance expenses, as also incorporated without deviation into the Prospectus, was allocated until 30/06/2021 as follows.

Α. Allocation of capital proceeds by TERNA ENERGY FINANCE S.P.S.A. (the Issuer)

The capital proceeds of up to € 150.000 k, less CBL expenses, i.e. the net amount of € 146.632 k, in compliance with the Prospectus, will be available by the Issuer to the Guarantor through the Intra- group Loan 2019. In particular, on 21.10.2019, the Guarantor issued a bond loan under Law 4548/2018 and Law 3156 / 2003, effective following the effective date of Law 4548/2018, within the frame of the Intragroup Loan Scheme, which was covered by the Issuer for an amount of € 146.632 k. This way, the respective amount of the CBL was transferred to the Guarantor, so that the latter could use it in respect of its investment plan as analyzed in section 4.1.2 of the Prospectus as of October 10th, 2019.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

76

The utilization of capital proceeds from the Guarantor up to 31/12/2022 is analytically presented in Section B below:

The final allocation of the proceeds from the issue of the CBL, less the estimated costs of issuing the CBL, will be affected by the issuance of the CBL by the Issuer to the Bondholders as at the maturity date of the Bond Loan.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

77

Table of allocation of the Capital Proceeds of the Issuer from the issuance of the Common Bond Loan of € 150.000.000

(amounts in thousand Euro )

Provisional Allocation of the Capital Proceeds as at 31/12/2022

Final Allocation of the Capital Proceeds

as at CBL maturity date

Capital Proceeds

Description

Allocation of Capital Proceeds based on the Prospectus

Provisionally Allocated Capital Proceeds to the Guarantor through Intra- group Loan

Provisionally Non-allocated Balance as at 31/12/2022

Intra-group Loan Collected from the Guarantor

Finally Allocated CBL Repayment Capital Proceeds from the Issues to the Bondholders

Non-allocated Balance

(a)

(b)

(a - b)

(c)

(d)

(a - d)

Allocation of funds from the Issuer to the Guarantor through Intra-group Loan 2019, so that the Guarantor could proceed with the implementation of its investment plan

146,632

146,632 1

-

146,632 2

Total

146,632

Total

146,632

-

146,632

CBL issue expenses

3,368

Total Allocated Capital Proceeds

150,000

1 The way the capital is used by the Guarantor for the implementation of its investment plan is described in the following section B “Use of Funds by TERNA ENERGY S.A. (the Guarantor)

2 The final allocation of the proceeds will be affected by the issuance of the CBL by the Issuer to the Bondholders as at the maturity date of the Bond Loan.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

78

Β . Use of funds by TERNA ENERGY S.A. (the Guarantor)

As analytically presented in section A above, on 21/10/2019 the Guarantor issued a bond loan under Law 4548/2018 and Law 3156/2003, still effective, within the frame of the Intra-group Loan Plan, which was covered by the Issuer by an amount of € 146,632 k and, therefore, the corresponding amount of the CBK proceeds was transferred to the Guarantor.

Following the above, an amount of € 146.632 k (i.e. an amount of € 150.000 k in cash, less an amount of € 3.368 k related to issue expenses as recorded in the Prospectus), was transferred to Guarantor to be used for the implementation of its investment plan, as analytically recorded in section 4.1.2 of the Prospectus as of October 10, 2019.

The table below shows the allocation of the capital proceeds by the Guarantor until 31/12/2022:

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

79

Table of allocation of the Capital Proceeds of the Guarantor from the issuance of the Common Bond Loan of € 150,000,000 of the Issuer (amounts in thousands of Euros)

Amended in accordance with the Repetitive General Meeting of the Bondholders' Lenders of 25 November 2022 (1)

Area of Investment based on section 4.1.2 of the Prospectus

Allocation of the Capital Proceeds by the Guarantor

Capital proceeds within the period from 22/10/2019 to 31/12/2021

Capital proceeds within the period from 01/01/2022 to 25/11/2022

Capital proceeds within the period from 26/11/2022 to 31/12/2022

Capital proceeds within the period from 22/10/2019 to 31/12/2022

Non-allocated Balance as at 31/12/2022

Note

4th quarter 2019

Total repayment of Short-term Bank Loan of the Guarantor (used to repay CBL 2017).

60.000

-

60.000

-

(1)

Partial repayment of Short-term Bank Loan of the Guarantor used to repay part of the consideration for acquisition of the wind park “Bearkat I” in Texas, USA

30.632

-

30.632

-

(2)

Total of 4th quarter 2019 (Α)

90.632

-

90.632

Period 22.10.2019-31.3.2023

Period 2019 - 2022

Construction of 14 wind parks in Greece, of a total capacity of 218 MW by the Guarantor or by the Subsidiaries of the Guarantor (either through intra- group loan from the Guarantor to the subsidiaries or through a share capital increase in the Subsidiaries by the Guarantor).

56.000

45.233

-

45.233

-

(3)

Period until 31.03.2023 (1)

Construction of 17 wind farms in Greece, with a total capacity of 327 MW, by subsidiaries of the Guarantor, through an intra-group loan from the Guarantor to the subsidiaries.

10.767

-

Total of period 22.10.2019 - 31.3.2023 (Β)

56.000

45.233

-

10.767

56.000

-

(4)

Total investments (use of funds by the Guarantor) (A+B)

146.632

135.865

-

146.632

-

(5)

Estimated CBL issuance expenses

3.368

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

80

Notes

1. On 11/07/2019 a short-term bank loan of € 60.000 k (amounting to € 50,000 k from ALPHA BANK and € 10,000.000 from NATIONAL BANK) was used by the Guarantor to repay the Intra-group Loan 2017 to the Issuer. Specifically, on 17/07/2019, the Guarantor repaid all the nominal value of the bonds it had issued and had been covered by the Issuer under the 2017 CBL, in accordance with the terms of the Program. Subsequently, on 22/07/2019, the Issuer repaid the € 60,000 K of 2017 CBL in accordance with the term 4 of the CBL Program (“Prepayment”). On 31/10/2019, the Guarantor repaid the amount of € 50,000 K to ALPHA BANK and € 10,000 k to the National Bank of Greece respectively, resulting in the total repayment of this short-term bank loan.

2. On 16/07/2019, a short-term bank loan of € 52,000 k from the PIRAEUS BANK was used to pay part of the acquisition price of the Bearkat I wind farm "Glasscock County" in Texas, USA, which was conducted by the Group through its 100% subsidiary TERNA DEN LLC (a subsidiary of TERNA ENERGY USA HOLDING CORPORATION) at the conclusion of the transaction. On 29/11/2019, the Guarantor repaid the amount of € 52,000 k to PIRAEUS BANK, of which € 30,632 k was used from the raised funds.

3. The Guarantor has started the construction of ten (10) MW Wind Farms with total capacity of 155MW at 9 sites in Evia and 1 site in Voiotia, through its subsidiaries. The use of funds, which stood at € 45,233 thous. on 31/12/2021 (2019: € 18,616 thous., 2020: € 11,570 thous. and 2021: € 15,047 thous.), is analyzed as follows:

- Construction of the Wind Farm at the site of PYRGARI DARDIZA (6.3 MW) of the Municipality of Karystos by the subsidiary company "AIOLIKI MARMARIOU EVIAS MAE". The total budget cost of construction of the project is estimated at € 11,019 k. On 14/11/2019, the Guarantor entered into a Common Bond Loan with this Subsidiary of € 2,500 k of which € 2,487 k relates to the coverage of the financing of the aforementioned wind farm construction. As of 31/12/2021, the Guarantor had covered the amount of € 2,329.6 k under the terms of this contract, of which € 2,316.6 k were paid by the Guarantor to the subsidiary as use of the CBL, which subsequently made payments to third parties for that investment amounting € 2,316.6 k of which € 2,287.2 thousand until 31/12/2019 and € 29.4 thousand in the year of 2020.

- Construction of the Wind Farm at the site of KARABYLA (19.8 MW) of the Municipality of Karystos by the subsidiary "AIOLIKI MARMARIOU EVIAS MAE". The total budget cost of construction of the project is estimated at € 21,834 k. On 14/11/2019, the Guarantor entered into a Common Bond Loan with this Subsidiary of € 2,001 k of which € 1,985 k relates to the coverage of the financing of the aforementioned wind farm construction. As of 31/12/2021, the Guarantor had covered the first two (2) series of bonds amounting € 2,000.1 k under the terms of this contract, of which € 1,984.0 k was paid by the Guarantor to the subsidiary as use of the CBL, which subsequently made payments to third parties for that investment amounting € 1,984.0 k of which € 1,928.4 thousand until 31/12/2019 and € 55.6 thousand in the financial year 2020.

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

81

- Construction of the Wind Park at the site GALOSI (19.8 MW) of the Municipality of Karystos by the subsidiary "AIOLIKI MARMARIOU EVIAS MAE". The total budget cost of the project is estimated at € 21,584 K. On 14/11/2019, the Guarantor entered a Common Bond Loan with its subsidiary amounting to € 2,001 k of which € 1,985 k relates to the coverage of financing of the aforementioned wind farm construction. As of 31/12/2021, the Guarantor had covered the first two (2) series of bonds amounting € 2,000.2 k under the terms of this contract, of which € 1,984.2 k was paid by the Guarantor to the subsidiary as use of the CBL, which subsequently made payments to third parties for that investment amounting € 1,984.2 k of which € 1,967.0 thousand until 31/12/2019 and € 17.2 thousand in the financial year 2020.

- Construction of the Wind Farm at the site of AGRIACHLADIA (22.5 MW) of the Municipality of Kymi-Aliveri by the subsidiary "ENERGIAKI DYSTION EVIAS MAE". The total budget cost of the project is estimated at € 29,543 k. On 14/11/2019, the Guarantor entered a Common Bond Loan with this subsidiary amounting to € 2,500 k to cover the financing of the construction of the aforementioned Wind Farm. As of 31/12/2021, the Guarantor had covered the first two (2) series of bonds amounting € 2,477.4 k under the terms of this contract, that was paid by the Guarantor to the subsidiary, which subsequently made payments to third parties for that investment amounting € 2,477.4 k of which € 2,468.7 thousand until 31/12/2019 and € 8.7 thousand in the financial year 2020.

- Construction of the Wind Farm at the site MESOPIKI (9 MW) of the Municipality of Kimi-Aliveri by the subsidiary "ENERGIAKI DYSTION EVIAS MAE". The total budget cost of the project is estimated at € 12,782 k. On 14/11/2019, the Guarantor entered a Common Bond Loan with this subsidiary amounting to € 1,500 k to cover the financing of the construction of the aforementioned Wind Farm. As of 31/12/2021, the Guarantor had covered the first by the Guarantor to the subsidiary, which subsequently made payments to third parties for that investment amounting € 923.4 k of which € 919.9 thousand until 31/12/2019 and € 3.5 thousand in the financial year 2020.

- Construction of the Wind Farm at the site EXOSTIS (18.9 MW) of the Municipality of Karystos by the subsidiary "ENERGIAKI STYRON EVIAS MAE" The total budget cost of the project is estimated at € 21,224 k. On 12/11/2019, the Guarantor entered a Common Bond Loan with this subsidiary amounting € 7,101 k to cover the financing of the construction of the aforementioned Wind Farm. As of 31/12/2021, the Guarantor had covered the first two (2) series of bonds amounting € 7,100.7 k under the terms of this contract, that was paid by the Guarantor to the subsidiary, which subsequently made payments to third parties for that investment amounting € 7,100.7 k of which € 3,158.0 thousand until 31/12/2019 and € 3,942.7 thousand in the financial year 2020.

- Construction of the Wind Farm at the site PYRGARI II (9.9 MW) of the Municipality of Kimi-Aliveri by the subsidiary "AIOLIKI EAST GREECE ELLADOS MAE”. The total budget cost of the project is estimated at € 12,461 k. On 14/11/2019, the Guarantor entered a Common Bond Loan with this subsidiary amounting € 5,000 k to cover the financing of the construction of the aforementioned Wind Farm. As of 31/12/2021, the Guarantor had covered the first two (2) series of bonds amounting € 2,115.4 k under the terms of this contract, that was paid by the Guarantor to the

TERNA ENERGY FINANCE S.P.S.A.

Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

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subsidiary, which subsequently made payments to third parties for that investment amounting € 2,115.4 k of which € 2,111.6 thousand until 31/12/2019 and € 3.8 thousand in the financial year 2020.

- Construction of the Wind Farm at the site KOSKINA-LAKKA (7.65 MW) of the Municipality of Kimi-Aliveri by the subsidiary "AIOLIKI EAST GREECE MAE". The total budget cost of the project is estimated at € 11.473 K. On 14/11/2019, the Guarantor entered a Common Bond Loan with this subsidiary amounting € 400 k to cover the financing of the construction of the aforementioned Wind Farm. As of 31/12/2021, the Guarantor had covered the first series of bonds amounting € 391.6 k under the terms of this contract, that was paid by the Guarantor to the subsidiary, which subsequently made payments to third parties for that investment amounting € 391.6 k of which € 388.7 thousand until 31/12/2019 and € 2.9 thousand in the financial year 2020.

- Construction of the Wind Farm at the site VOUREZA (7.2 MW) of the Municipality of Kimi-Aliveri by the subsidiary "AIOLIKI EAST GREECE MAE". The total budget cost of the project is estimated at € 14.718 k. On 14/11/2019, the Guarantor entered a Common Bond Loan with this subsidiary amounting € 7.000 k to cover the financing of the construction of the aforementioned Wind Farm. As of 31/12/2021, the Guarantor had covered the first two (2) series of bonds amounting € 6,839.7 k under the terms of this contract, that was paid by the Guarantor to the subsidiary, which subsequently made payments to third parties for that investment amounting € 6,839.7 k of which € 3,386.9 thousand until 31/12/2019 and € 3,452.8 thousand in the financial year 2020.

- Construction of the Wind Farm at TARATSA (33.6 MW) of the Municipality of Thebes by the subsidiary "AIOLIKI PROVATA TRAIANOUPOLEOS MAE". The total budget cost of construction of the project is estimated at € 29,976 thousand. From February to September 2020, the subsidiary received successive payments from the parent company TERNA ENERGY SA as in return for a share capital increase, with a parallel amendment to the articles of association. The increase of € 4,600 thousand originated from the unallocated funds held by the Guarantor and was completed on 19/10/2020. On 30/12/2020, the Guarantor entered into a Common Bond Loan agreement with the said subsidiary in the amount of € 10,000 thousand, of which € 6,000 thousand relates to the coverage of the financing of the construction of the above wind farm. Moreover on 2/7/2021, the Guarantor concluded a Common Bond Loan agreement with the above-mentioned subsidiary for € 2,500 thousand to cover the financing of the construction of the above Wind Farm. Until 31/12/2021, the entire amount has been covered by the Guarantor and has been paid to the subsidiary, which then made payments for this investment to third parties totaling € 19,100.0 thousand of which € 4,052.9 thousand in the financial year 2020 and € 15,047.1 thousand in the financial year 2021.

4. On 28 November 2022, the subsidiary company "TERNA ENERGY OMALIES S.A." entered into a Common Bond Loan with the parent company TERNA ENERGY SA for the amount of € 10.767 thousand, to finance part of the funding of the construction of 327 MW Wind Farms in Karystou with the total budgeted construction cost estimated at € 272.963 thousand. Up to 31/12/2022, the Guarantor has covered the entire amount of € 10,767 thousand according to the terms of the contract,

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Annual Financial Report for FY 2022

( Amounts in Euro thousand unless stated otherwise )

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hence the amount was contributed by the Guarantor to the mentioned subsidiary company, which subsequently effected payments to third parties for a total amount of € 10,767 thousand.

5. Α s of 31/12/2022, there are no uncommitted funds raised from the Common Bond Issue of TERNA ENERGY S.A.

Athens , 19 April 2023

The Chairman of the BoD

Chief Executive Officer

Chief Financial Officer - Operation

The Vice Chairman of the BoD

The Head Accountant

Vasileios Delikaterinis

ID No. ΑΙ 036060

Dimitra Chatziarseniou

ID No. ΑΑ 026025

Aristotelis

Spiliotis

ID No. ΑΚ 127469

Emmanuel Fafalios

ID No. ΑΚ 082011

Artan

Tzanari

ID No. ΑΜ 587311

License Reg. No A’ CLASS O64937

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VI. Report on the Findings from the Conduct of Agreed-upon Procedures on the “Report on Allocation of the Capital Proceeds”

To the Board of Directors of "TERNA ENERGY FINANCE S.A.”

Purpose of this Agreed-upon Procedures Report and Restriction on Use and Distribution

Our report is solely for the purpose of providing the Board of Directors (hereinafter Management) of TERNA ENERGY FINANCE SA (hereinafter referred to as the "Company" or the ‘Issuer”) the necessary information regarding the Report on Allocation of the Capital Proceeds from the issue of the Common Bond Loan by the Issuer under the guarantee of TERNA ENERGY S.A. (hereinafter referred to as the “Report”) of the Company, which is prepared in accordance with the regulatory framework of the Athens Stock Exchange and the relevant legislative framework of the Hellenic Capital Market, regarding the issuance of the Common Bond Loan, which was carried out on 22/10/2019.

This report is intended for the Board of Directors of the Company, in the context of complying with its obligations to the applicable Regulatory Framework of the Athens Stock Exchange.

Responsibilities of the Engaging Party

The Company’s Management is responsible for the subject matter on which the agreed-upon procedures are performed. The Company’s Management is responsible for preparation of the aforementioned Report in accordance with the effective regulations of the Athens Stock Exchange and the Hellenic Capital Market Commission and the Prospectus as of October 10 th 2019.

Practitioner’s Responsibilities

We have conducted the agreed-upon procedures engagement in accordance with the International Standard on Related Services (ISRS) 4400 (Revised), Agreed-Upon Procedures Engagements. An agreed-upon procedures engagement involves our performing the procedures that have been agreed with the Company’s Management, and reporting the findings, which are the factual results of the agreed- upon procedures performed. We make no representation regarding the appropriateness of the agreed- upon procedures.

This agreed-upon procedures engagement is not an assurance engagement. Accordingly, we do not express an opinion or an assurance conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.

Professional Ethics and Quality Control

We have complied with the ethical requirements of the International Code of Ethics for Professional Accountants of the International Ethical Standards Board for Professional Accountants (including the International Standards of Independence) (IESBA Code) and the independence requirements in Part 4A of the IESBA Code.

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Our firm applies International Standard on Quality Control (ISQC) 1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements, and accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable and regulatory requirements.

Procedures and Findings

We have performed the procedures described below, which were agreed upon with the Company’s Management in the terms of engagement dated September 6 th , 2022.

Procedures

Findings

1

Examination of the consistency of the data recorded in the column “Allocated Amount” in the “Table of Allocation of the Capital Proceeds of the Issuer arising from the issue of the Common Bond Loan of € 150.000.000” with the data reported in the Prospectus as of October 10 th 2019.

We have ascertained the consistency of the data recorded in the column “Allocated Amount” in the “Table of Allocation of the Capital Proceeds of the Issuer arising from the issue of the Common Bond Loan of € 150.000.000” included in the Report with the data reported in the Prospectus as of October 10 th 2019.

2

Comparison of the amounts reported in the column “Provisionally Allocated Capital Proceeds to the Guarantor through Intra- group Loan”, amounting to € 146,632 k in respect of the amount provisionally allocated by the Company to TERNA ENERGY S.A. (hereinafter referred to as the “Guarantor”) recorded in the “Table of Allocation of the Capital Proceeds of the Issuer arising from the issue of the Common Bond Loan of € 150.000.000” of the Report with the respective amounts recognized in the Company’s and Guarantor’s main accounting records as of December 31 st 2019.

We have ascertained that the Amount Provisionally Allocated to the Guarantor through Intra-group Loan recorded in the column “Table of Allocation of the Capital Proceeds of the Issuer arising from the issue of the Common Bond Loan of € 150.000.000” of the Report is consistent with the respective amount recognized in the Company’s and Guarantor’s accounting records as of December 31 st 2019.

3

Examination of the consistency of the content of the “Table of Allocation of the Capital Proceeds of the Guarantor arising from the issue of the Common Bond Loan of € 150.000.000” of the Report with the data recorded in the Prospectus as of October 10 th , 2019. In particular, we compared the consistency of the data recorded in the column “Area of Investment based on section 4.1.2 of the Prospectus” and “Allocation of the Capital Proceeds by the Guarantor” recorded

We have ascertained the consistency of the data recorded in the columns “Area of Investment based on section 4.1.2 of the Prospectus” and “Allocation of the Capital Proceeds by the Guarantor” recorded in the “Table of Allocation of the Capital Proceeds of the Guarantor arising from the issue of the Common Bond Loan of € 150.000.000” of the Report is consistent with the data reported in the Prospectus as of October 10 th 2019.

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in the “Table of Allocation of the Capital Proceeds of the Guarantor of the Report with the data recorded in the Prospectus as of October 10 th , 2019.

4

Comparison of the amounts in columns "Use of capital during the period 22.10.2019 to 31.12.2021" and "Use of capital during the period 01.01.2022 to 25.11.2022" of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150.000.000 of the Issuer” of the Report with the respective amounts recognized in the Guarantor’s accounting records and the related investments of its subsidiaries for the periods from 22.10.2019 - 31.12.2019 and 01.01.2020-31.12.2020, 01.01.2021- 31.12.2021 and 01.01.2022 - 25.11.2022 respectively.

We have ascertained that the amounts recorded in the columns "Use of capital during the period 22.10.2019 to 31.12.2021" and "Use of capital during the period 01.01.2022 to 25.11.2022" of the "Table of Use of Guarantor’s Capital arising from the issue of Common Bond Loan € 150.000.000 of the Issuer” of the Report is consistent with the respective amounts recognized in the Guarantor’s accounting records inclusively and the related investments of its subsidiaries for the periods from 22.10.2019 - 31.12.2019 and 01.01.2020-31.12.2020, 01.01.2021- 31.12.2021 and 01.01.2022 - 25.11.2022 respectively.

5

Examination of the amounts of the columns "Use of capital during the period 22.10.2019 to 31.12.2020" and "Use of capital during the period 01.01.2021 to 31.12.2021" of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150,000.000 of the Issuer” of the Report with the projected uses of allocation of the capital proceeds, based on the provisions of section 4.1.2 of the Prospectus as of October 10 th 2019, examining on a sample basis the supporting documents in respect of the relevant accounting entries.

We have ascertained that the amounts recorded in the columns "Use of capital during the period 22.10.2019 to 31.12.2021" of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150,000.000 of the Issuer” of the Report are consistent with the projected usage of allocation of the capital proceeds, based on the provisions of section 4.1.2 of the Prospectus as of October 10 th 2019, examining on a sample basis the supporting documents in respect of the relevant accounting entries.

6

Examination of the consistency of the content of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150,000.000 of the Issuer (Amendment in accordance with the Extraordinary General Meeting of Bond Lenders of 25.11.2022)" of the Report as amended in accordance with the decisions of the Extraordinary General Meeting of Bond Lenders from 25.11.2022.

We have ascertained the consistency of the content of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150,000.000 of the Issuer (Amendment in accordance with the Extraordinary General Meeting of Bond Lenders of 25.11.2022)" of the Report as it was amended in accordance with the decisions of the Extraordinary General Meeting of Bond Lenders from 25.11.2022.

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Athens, 19 April 2023

The Certified Auditor Accountant

George P. Panagopoulos

SOEL Reg. No. 36471

7

Examination of the amounts in the column "Use of capital during the period 26.11.2022 to 31.12.2022" of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150,000.000 of the Issuer (Amendment in accordance with the Extraordinary General Meeting of its Bond Lenders 25.11.2022)" of the Report, with the corresponding amounts recognized in the accounting records of the Guarantor and the related investments of its subsidiaries for the period from 26.11.2022 - 31.12.2022.

We have ascertained that the amounts of the column "Use of capital during the period 26.11.2022 to 31.12.2022" of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150,000.000 of the Issuer (Amendment in accordance with the Extraordinary General Meeting of the Bond Lenders) 25.11.2022)" of the Report, agree as a whole with the corresponding amounts that have been recognized in the accounting records of the Guarantor and the related investments of its subsidiaries for the period from 26.11.2022 - 31.12.2022.

8

Examination of the amount of the column "Use of capital during the period 26.11.2022 to 31.12.2022" of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150,000.000 of the Issuer (Amendment in accordance with the Extraordinary General Meeting of the Bond Lenders 25.11.2022)" of the Report, is in accordance with the decisions of the 25.11.2022 Extraordinary General Meeting of Bond Lenders, examining on a sample basis the supporting documents supporting the relevant accounting entries.

We have ascertained that the amounts in the column "Use of capital during the period 26.11.2022 to 31.12.2022" of the "Table of Use of Guarantor’s Capital from the issue of Common Bond Loan € 150,000.000 of the Issuer (Amendment in accordance with the Extraordinary General Meeting of Bond Lenders of 25.11.2022)" of the Report, is in accordance with the decisions of the 25.11.2022 Extraordinary General Assembly of Bond Lenders, examining on a sample basis the supporting documents supporting the relevant accounting entries.