Terna Energy S A : Decisions Of The Shareholders’ Ordinary General Assembly Held On May 30, 2017

Athens, May 30, 2017

Today, the 30th day of May 2017, the Shareholders of the company TERNA ENERGY S.A. held the Ordinary General Assembly, in which 74 Shareholders holding 91,247,193 shares and voting rights, thus a percentage of 83.47% of the share capital, participated and the following decisions were made:

Item 1: Unanimous approval with 91,247,193 votes, of the Financial Statements (Company and Consolidated) for the fiscal year 2016, 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, which was distributed to the Shareholders, present in the Assembly.

Item 2: The General Assembly approved, with 91,167,662 votes in favor (99.91% of those present), 18,225 against (0.02% of those present) and 61,306 abstain (0.07% of those present), of the proposition regarding profit distribution for the fiscal year 2016, which for the year 2016 amount to 18,726,331.82 €. After deduction of the income taxes for the respective year (current and deferred taxes) amounting to 6,242,339.85 €, the net profits of the Company for the said year amount to 12,483,991.97 € .

The General Assembly approved of the proposition of the Board of Directors of the Company for the distribution of a dividend of 0.09 € per share, i.e. the total amount of 9,838,296.00 €, which will be distributed in whole from the balance of the profits of the fiscal year 2016.

The above mentioned amount shall be increased by the amount of the dividends corresponding to the treasury shares of the Company. The Company, prior to the distribution of the dividends, shall withhold 15% for taxes, in compliance with article 44 par. 4 of law Ν.4389/2016.

More specifically, with regards to the payment of the dividends for the year 2016 and in accordance with the Financial Calendar published on the Daily Bulletin of the Athens Stock Exchange, the ex‐dividend date is Monday, June 19, 2017. The Right to receive Dividend is held by Company Shareholders that are listed in the records of the Dematerialized Securities System on Tuesday June 20, 2017 (Record Date). The General Assembly decided that the dividend will be paid through Alpha Bank and set Monday June 26, 2017 as Dividend Payment Date.

Item 3: The General Assembly unanimously, with 91,247,193 votes, discharged individually and collectively all the Members of the Board of Directors and the Auditor from every liability or indemnification obligation deriving from the exercise of their duties for the fiscal year 2016.

Item 4: The General Assembly unanimously, with 91,247,193 votes, elected Mr. Pavlos Stellakis as Certified Auditor and Mr. Dimitrios Douvris as Deputy Certified Auditor, for the fiscal year 2017, both members of the company "GRANT THORNTON" with fees based on the ones paid for the year 2016 as may be adjusted depending on the audit requirements.

Item 5: The General Assembly 90,313,797 votes in favor (98.98% of those present) and 933,396 against (1.02% of those present), elected a new Board of Directors to manage the Company for five years from today, with the possibility of extension of its term until the convocation of the Ordinary General Assembly by 30th June 2022 the latest, which consists of the following persons:

Michael Gourzis, Vassilios Delikaterinis, Nikolaos Kalamaras, Emmanouil Maragoudakis, Georgios Mergos, Aristidis Ntasis, Georgios Perdikaris, Georgios Peristeris and Georgios Spyrou.

Messrs Nikolaos Kalamaras, Georgios Mergos and Aristidis Ntassis fulfill the requirements of Law 3016/2002 about corporate governance, as currently in force, and are elected as independent non executive members of the Board of Directors.

Item 6: The General Assembly unanimously with 91,247,193 votes approves of the appointment of Messrs Nikolaos Kalamaras, Georgios Mergos and Aristidis Ntassis as Members of the Audit Committee. According to the provisions of article 44 of Law 4449/2017, the Audit Committee consists of three independent non executive members of thw BoD, from whom Mr. Nikolaos Kalamaras has proven adequate knowledge in accounting and auditing.

Item 7: The General Assembly unanimously with 91,247,193 votes, 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.

Item 8: The General Assembly approved, unanimously with 91,247,193 votes, the increase of the maximum number of BoD members from 9 to 11 aiming at the efficient exercise of the duties of the BoD as well as the amendment of par.1 of article 9 of the Articles of Association which will read as follows:

Article 9 Composition and tenure (term of office) of the Board of Directors

1. The Company is managed by the Board of Directors which consists of five (5) to eleven

(11) members, either persons or legal entities, who are elected by the General Meeting of the Shareholders and may be Shareholders or not. The members of the Board of Directors may be re‐elected and freely revoked. In case a legal entity is a member of the Board of Directors, it is obliged to appoint one person for the exercise of the powers of the said legal entity as a member of the Board of Directors.

Paragraphs 2 and 3 of the article 9 remain as currently in force.

Item 9: The General Assembly approved, with 88,906,079 votes in favor (97.43% of those present) and 2,341,114 votes against (2.57% of those present), the payment of a total of 47,500.00 € to the C.E.O. Mr Emm. Maragoudakis and the amount of 30,000.00 € to the

C.F.O. Mr Vas. Delikaterinis, as well as the continuation of the remuneration to Mr. Maragoudakis, Mr. Delikaterinis and to any other Board Member, if they provide services, under the condition that such are employed in several projects and sectors of the Company, notwithstanding their capacity as members of the Board of Directors of the Company, whereas the Board of Directors has been authorized to define the level of such remuneration.

The General Assembly also approved of the provision of services, loans, credits and other guarantees in favor of subsidiaries or related companies, according to the definition of article 32 of L. 4308/2014, as well as the implementation of works for the achievement of the business scope of these companies, which in this way serve the Company's interests and promote its business scope.

Item 10: The General Assembly unanimously granted, with 91,247,193 votes, in accordance with article 24 par. 2 of Codified Law 2190/1920, its preliminary approval of remunerations to the members of the B.o.D for the year 2017. In any case, the total gross amount shall not exceed 500,000.00 €.

Regarding Item 11 "Various announcements, approvals and discussion of issues of general interest" no issues for approval and decision making were raised.

The Company's Management referred to the Company's projects and developments, approvals, permits and other issues concerning its regular operation.