Decisions of the Shareholders' Ordinary General Assembly (Correct Repetition)
TERNA ENERGY FINANCE S.A.
Athens, July 12, 2021
Decisions of the Shareholders' Ordinary General Assembly held on July 12, 2021
Today, the 12 day of July 2021, TERNA ENERGY FINANCE S.A. held the Ordinary General Assembly, in which the sole shareholder, TERNA ENERGY S.A., duly represented, participated and the following decisions were made:
Item 1: The General Assembly approved the Financial Statements for the fiscal year 2020, as these statements were posted on the Company's website as well as on the website of the Athens Stock Exchange and as they were analytically presented in the Annual Financial Report the relevant Report of the BoD and the Report of the Certified Auditor - Accountant.
Item 2: The General Assembly approved the overall management during the fiscal year 2020.
Item 3: The General Assembly decided not to distribute any profits.
Item 4: The General Assembly discharged the Auditor from every liability or indemnification obligation deriving from the exercise of his duties for the fiscal year 2020.
Item 5: The General Assembly elected the auditing firm GRANT THORNTON, for the audit of the Financial Statements of 2021, with fees based on the ones paid for the year 2020 as may be adjusted depending on the audit requirements.
Item 6: It was elected Audit Committee, in accordance with the provisions of article 44 of Law 4449/2017, which:
• It will be a joint committee consisting of two (2) non-executive members of the Board of Directors, of which one (1) independent, and a third person, non-member of the Board, who meets the conditions of independence of article 9 of n. 4706/2020.
• Messrs. Were elected as members of the Audit Committee. Nikolaos Kalamaras, who is not a member of the Board and meets the conditions of independence, as provided in the provisions of article 9 of L.4706 / 2020, George Mergos, independent non-executive member and Hatziarseniou Dimitra, Vice President of the Board and non-executive member.
• The members of the committee were elected following a proposal of the Board of Directors, after it was ascertained that the criteria and conditions of article 44 of law 4449/2017 have been met as in force.
• Specifically, the elected Members of the Audit Committee meet the requirements of article 44 of law 4449/2017, meet the majority of the independence criteria of article 9 of law 4706/2020, all have sufficient knowledge in the field of fixed income securities ( bond loans), in which it operates and one of its members, Mr. Nikolaos Kalamaras has proven sufficient knowledge in the field of auditing and accounting, as he is a member of the Hellenic and American Institute of Internal Auditors (AM 1374) - (ID 1521425) and all Members are able to implement their responsibilities and obligations.
• It will have a two (2) term, automatically extended until the first Ordinary General Meeting after the end of its term.
Item 7: The General Assembly granted its permission and approval for the participation of Members of the Board of Directors and Executives of the Company in the management of other companies, which are connected to the Company in any way.
Regarding Item 8 “Various announcements, approvals and discussion of issues of general interest” no issues for approval and decision making were raised.
The Company's Management made reference to issues related to the Company's regular operation.
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