The Audit Committee, with the aim of timely identification of potential business risks, supports the Board. with regard to:

• Ensuring the compliance of the bodies and actions of the Company with the requirements of the legal, institutional and regulatory framework and the Corporate Governance Principles that govern its operation.
• Completeness and reliability of the accounting, information and administrative systems of the Company as well as the published financial statements and other reports.
• Smooth and efficient operation of all control mechanisms.

The Audit Committee has the following key responsibilities:

• Supervises the production process of financial statements and other reports of financial information.
• Ensures the smooth conduct of internal audit work.
• Investigates any transactions of the Company with any person related to it and submits relevant reports to the Board of Directors, in order to transparently verify the existence of conflicting interests.
• Receives the reports of the Internal Audit Service and evaluates their content.
• Proposes to the Board. the head of the Internal Audit Service and evaluates its effectiveness.
• Monitors the performance of the work of the regular auditor and evaluates whether it is in accordance with the relevant legal-regulatory framework, international standards and best practices. It also researches and evaluates the adequacy of knowledge, professional consistency, independence and effectiveness of the regular auditor.

The Committee consists of two (2) Independent non-executive members of the Board and one (1) independent, non-member of the Board.

• Georgios Mergos, Chairman, Independent Non-Executive Board Member of the BoD
• Nikolaos Kalamaras, Independent, Non-Member of the BoD
• Tatiana Karapanagioti, Independent Non-Executive Board Member of the BoD

AUDIT COMMITTEE CHARTER

The main role of the Nominations Committee is to investigate and highlight the appropriate candidacies for the formation of the Board of the Company. Her duties in relation to the nomination of candidacies include:

• The determination of the Company’s requirements regarding the size and composition of the Board of Directors.
• The formulation of the role, responsibilities and skills of each position in the Board.
• The periodic re-evaluation of the size and composition of the Board.
• Submitting proposals for changes / improvements, if necessary.

The Commission has three members.

Marina Sarkissian-Ochanesoglou, Chairperson, Independent Non-Executive Member of the BoD

Tatiana Karapanagioti, Independent Non-Executive Member of the BoD

Ahmed Abdelrahim Yousif Mohamed Alawadhi, Non-Executive Member of the BoD

RULES OF PROCEDURE OF NOMINATIONS COMMITTEE

The basic role of the Investment Committee is to submit recommendations to the Board of Directors regarding mergers, strategic partnerships, large scale investments, asset divestments and any other strategic action that may affect the company’s capital structure and growth prospects.

The Remuneration Committee is also responsible for submitting proposals regarding the appropriate remuneration policies and systems at all levels of the Company.

The Remuneration Committee:

• The system for determining the remuneration of employees, members of the Board of Directors is elaborated and suggested and executives.
• Prepares and submits to the Board, the corporate remuneration policy proposals, evaluates their implementation based on the relevant annual remuneration report and formulates the proposals to be submitted by the Board. at the General Meeting of Shareholders for approval.

The Commission has three members.

Georgios Mergos, Chairman, Independent Non-Executive Member of the BoD

Marina Sarkissian-Ochanesoglou, Independent Non-Executive Member of the BoD

Ahmed Abdelrahim Yousif Mohamed Alawadhi, Non-Executive Member of the BoD

RULES OF PROCEDURE OF REMUNERATION COMMITTEE

The ESG Committee (Environment, Society and Governance – ESG, hereinafter referred to as the “ESG Committee” or the “Committee”) was set up by the Board to monitor the company’s performance and suggest improvements in environment, society and corporate governance to generate value. for the company. The work of the Committee includes, inter alia, monitoring the integration of non-financial actors in the business strategy and decision-making, in order for the Company to remain resilient and ready to manage changes in the environment in which it operates.

The ESG Committee consists of four (4) members.

Marina Sarkissian-Ochanesoglou, Chairperson, Independent Non-Executive Member of the BoD

Ahmed Abdelrahim Yousif Mohamed Alawadhi, Non-Executive Member of the BoD

Nikolas Meitanis, Non-Executive Member of the BoD

Tatiana Karapanagioti, Independent Non-Executive Member of the BoD

The main role of the Investment Committee is to submit suggestions to the Board. regarding acquisitions, mergers, strategic partnerships, high budget investments, asset sales and any other strategic action that may affect the capital structure and the growth perspective of the Company.

The main responsibilities of the Commission include:

• The preparation of the investment policy and the long-term investment planning of the Company.
• The evaluation and approval of the implementation of the annual investment program as well as any new investment submitted individually.
• The examination of the capital adequacy of the Company for the implementation of each investment proposal.
• The evaluation of the business risks associated with the implementation of each investment proposal, the documentation of its feasibility and the confirmation that its implementation is part of the measures of implementation of the approved business strategy of the Company.

The Investment Committee has four members.

Faisal Tahir Bhatti, Chairman, Non-Executive Member of the BoD

Abdulaziz Mohamed Abdulla Alobaidli AlHammadi, Non-Executive Member of the BoD

Emmanouil Maragoudakis, Executive Member of the BoD

Ahmed Abdelrahim Yousif Mohamed Alawadhi, Non-Executive Member of the BoD

Nikolas Meitanis, Chairman, Non-Executive Member of the BoD

Abdulaziz Mohamed Abdulla Alobaidli AlHammadi, Non-Executive Member of the BoD

Emmanouil Maragoudakis, Executive Member of the BoD

Faisal Tahir Bhatti, Non-Executive Member of the BoD

Mohammed Mazin Khan, Non-Executive Member of the BoD

Abdulaziz Mohamed Abdulla Alobaidli AlHammadi, Chairman, Non-Executive Member of the BoD

Ahmed Abdelrahim Yousif Mohamed Alawadhi, Non-Executive Member of the BoD

Emmanouil Maragoudakis, Executive Member of the BoD

An internal audit system is defined as the set of rules and procedures that the Company applies for the prevention and suppression of functions and procedures at all levels of the hierarchy and its organizational structure in order to ensure:

• The legitimacy and security of management and transactions
• The accuracy and reliability of the published financial statements and any other financial information and communication
• The efficiency of the operating systems and the operations of the Company

The Board of Directors utilizes the internal audit system in order to protect the assets of TERNA ENERGY, to assess the emerging risks and to provide accurate and comprehensive information to the shareholders regarding the Company’s actual standing and prospects as well as how to deal with potential risks.

The Board of Directors establishes theinternal audit’s framework of operation, approves the procedures for conducting and evaluating its results and decides on the staffing of the competent departments, taking into account the legal and institutional framework in force.

To that end, a dedicated internal audit unit has been set up and operates, which is independent and does not belong hierarchically in any other organizational unit. The Internal Audit Unit is supervised by the Audit Committee of the Company, with the assistance of which the Board of Directors assesses the adequacy and efficiency of this Unit and the extent to which its reports are used, regarding the continuous improvement of the Company at all levels and effective risk management.

In addition, the Audit Committee maintains direct and regular contact with the legal auditors in order to be systematically informed about the adequacy and reliability of the internal audit systems as well as the accuracy and reliability of financial information.