a. The attached separate and consolidated Financial Statements of GEK TERNA SOCIETE ANONYME for the period from January 1st 2024 to December 31st 2024, prepared in accordance with the effective accounting standards reflect in true manner the Assets and Liabilities, the Shareholders’ Equity and the Total Comprehensive Income of the Company, as well as of the companies included in the consolidation in aggregate, and

b. The Board of Directors’ Report presents in true manner the developments, the performance and the position of the Company, as well as of the companies included in the consolidation in aggregate, including the description of main risks and uncertainties they are facing.

Athens, 28th April 2025

Chairman of the BoD and

Chief Executive Officer

Georgios Peristeris

Vice Chairman of the BoD, Executive Director,

non-Executive Member Executive Member of the BoD

Apostolos Tamvakakis Penelope Lazaridou

8

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II.ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2024 ON THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

Dear Shareholders,

Pursuant to the provisions of Law 4548/2018 and Law 3556/2007 article 4 paragraph 2c, 6, 7 and 8, of article 2 of the decisions issued thereon 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission and the Company’s Articles of Association, we are hereby submitting to you the Annual Report of the Board of Directors for the closing year from 01.01.2024 to 31.12.2024.

This report contains financial and non‐financial information regarding GEK TERNA Group, for the financial year 2024 and describes the most significant events that took place during as well as after the reporting period of the financial statements. Moreover, the report outlines the key risks and uncertainties the Group may face in 2024 and records significant transactions between the Company and its related parties.

A. Financial Developments and Performance for the Year 2024

The Greek economy has maintained its satisfactory growth rate for 2024 and at higher levels than the corresponding average of other European countries. This was achieved during a period when the global economy demonstrated resilience despite facing significant challenges, particularly at the geopolitical level with ongoing tensions in Ukraine and the Middle East.

Specifically, Greece's GDP for 2024 increased by 2.3% compared to the corresponding period of 2023, driven mainly by the rise in investments, the increase in private consumption as a result of the rise in household income and the reduction in unemployment. The momentum in tourism continued, leading to an increase in exports in the services segment, however growing domestic demand led to higher imports, with the balance remaining negative. Lastly, the restriction of public spending had a negative impact.

The harmonized inflation rate for 2024 stood at 3.0% compared to 4.2% for 2023, reduced by 1.2%, following the normalization of economic conditions which resulted in lower energy prices, the de-escalation of industrial goods and food prices, while the inflation of services remained at higher levels.

In the fiscal sector, the overperformance against targets continued as a result of the reduction in tax evasion, increased economic activity and profitability and expenditure control. According to the data from Eurostat, the primary surplus is expected to be 4.8% of GDP in 2024 (compared to 2.1% for 2023), while public debt as a percentage of GDP is also expected to decline significantly (153.8% in 2024).

Indicative of the improvement in macroeconomic conditions for the country is the fact that following the country's upgrade to investment grade in the second half of 2023 (by R&I, Scope, DBRS, S&P, and Fitch), in 2024 Scope Ratings further upgraded the Greek economy to "BBB". In the early 2025 Moody's also granted investment grade to Greece, with all rating agencies now placing the country in the investment grade while S&P upgraded the Greek economy by one additional level to "BBB”. In this context, the spread of the Greek 10-year bond against the German bond decreased to 83 basis points in December 2024 (the lowest in the last 15 years) with the yield settling at 2.97%.

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Finally, it is worth mentioning the absorption of Recovery and Resilience Fund resources (which provide a significant boost to growth), with Greece continuing to maintain a leading position at the European level, having received approximately 60% (or 21.3 bn euros) of the total funds available.

For the coming years, the Greek economy is expected to remain on a positive path and continue to move at higher pace than the Eurozone. For 2025-26, GDP is expected to increase by 2.0%-2.5% according to the converging forecasts of the Bank of Greece, the European Commission and the Greek Government, compared to a rate of 1.3%-1.6% for the Eurozone. This is expected to be helped by the strong labor market, which will support consumption along with continued support from tourism, industry and construction.

A positive impact is also expected from the increasing liquidity from both the private and public sectors, which will be significantly supported by the absorption of European funds. It is worth noting that total investment expenditure from the public sector is expected to reach 6.0% of GDP for 2025-26.

In any case, external factors such as the controversial decisions announced on trade protectionism by the USA, as well as the manner in which serious geopolitical issues are being addressed by the USA, pose immediate and visible risks to European economies and the Greek economy, affecting the trajectory of growth and inflation.

Additionally, risks related to the Greek economy, such as delays in the absorption of Recovery and Resilience Fund resources due to non-fulfillment of required reforms, natural disasters and labor market tightness, may have an impact on the maintenance of a strong growth rate.

In this changing environment and geopolitical environment, GEK TERNA Group, which is one of the largest corporate groups in Greece, implements and seamlessly expands its investment plan, seeking continuous and sustainable growth, maintaining and further strengthening its strong position in its fields of activity as well as its continuous expansion in new ones. The Group is steadily strengthening its leading presence in the infrastructure, concessions and energy sectors in Greece and selectively abroad, benefiting from its strong capital structure, high level of human resources and great expertise.

A significant boost to the implementation of the Group's investment program, aiming to transform into a leading diversified Infrastructure Group in Southeastern Europe, is the agreement dated 20.06.2024 for the sale of all shares held by GEK TERNA in TERNA ENERGY I.C.S.A. (representing 36.59% of the shares and voting rights), to MASDAR HELLAS SINGLE MEMBER S.A., which is a 100% indirect subsidiary of ABU DHABI FUTURE ENERGY COMPANY PJSC – MASDAR, for an amount of 864.2 mn euros.

The above amounts are expected to significantly enhance the Group's investment strength, where, combined with its strategic positioning in the market, is expected to create even greater value for shareholders.

The main financial results of the year 2024 compared to the corresponding period of 2023, are as follows:

Turnover from third parties from continuing operations amounted to 3,249.9 mn euros, compared 3,252.3 mn euros for the corresponding period of 2023, without significant change, i.e., 2.4 mn euros, as the positive and negative changes in Turnover per activity were balanced in absolute terms.

The Adjusted EBITDA (EBITDA from continuing operations plus non-cash results included therein - see note F. Alternative Performance Measures (APMs)) amounted to 404.0 mn euros in 2024 against 412.3

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mn euros in the corresponding period of 2023, posting a decrease by 8.3 mn euros, which is mainly due to the reduction in the results of the Electricity Production Segment from Thermal Energy Sources - Energy Sales.

Operating Results before interest and taxes (EBIT) from continuing operations amounted to 194.0 mn euros compared to 267.7 mn euros in the corresponding period of 2023 and are decreased mainly due to a) the significant impairment of the value of industrial activity assets, b) the reduced profitability of the Electricity Production Segment from Thermal Energy Sources – Energy Sales and c) the increased provision for cost of share based payments related to the bonus share plan to Group Executives, in accordance with the resolutions of the General Meeting of 20.06.2023.

Earnings before taxes from continuing operations amounted to 53.1 mn euros, against 190.8 mn euros in the corresponding period of 2023 and the difference attributed to the reasons mentioned above.

Earnings after taxes from continuing and discontinued operations amounted to 849.4 mn euros, of which 831.7 mn euros relates to earnings from discontinued operations, compared to 187.3 mn euros for the corresponding period of 2023. Earnings attributable to the Owners of the Parent from continuing and discontinued operations amounted to 818.4 mn euros, compared to 125.5 mn euros for the corresponding period of 2023.

It should be noted that Earnings after taxes from continuing operations has been burdened with non-operating results, amounting to 74.4 mn euros.

a) a loss of 0.5 mn euros from the fair value assessment of various embedded derivatives and interest rate hedging derivatives, compared to a loss of 4.4 mn euros for the corresponding period of 2023, which have been recognized mainly in the context of the Concessions – Self/Co-financed projects Segment,

b) a loss of 5.2 mn euros from the valuation of forward contracts for the purchase and sale of Electricity and Natural Gas, compared to a gain of 15.8 mn euros for the corresponding period of 2023, within the Electricity Production Segment from Thermal Energy Sources - Energy Sales,

c) a gain of 4.3 mn euros from the valuation of other participations, compared to a gain of 3.1 mn euros for the corresponding period of 2023,

d) a loss of 18.4 mn euros from the provision for the free share distribution program for the years 2024-2027 to Group Executives and

e) impairment provisions of 54.6 mn euros of the value of industrial activity assets, following the resolutions of the General Assembly of TERNA MAG S.A. on 16.12.2024.

Earnings after tax from continuing operations attributable to the Shareholders of the Parent, excluding the aforementioned non-operating results, amounted to 99.5 mn euros for 2024, compared to 110.7 mn euros for 2023.

Total Investments at Group level for 2024 amounted to 3.4 bn euros, compared to 42.9 mn euros for the corresponding period of 2023, with almost the entire amount spent in the Concessions – Self/Co-financed projects Segment.

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It is noted that from the sale of TERNA ENERGY, GEK TERNA received the net amount of 862.7 mn euros, recognizing a gain of 852.6 mn euros at Company level and a gain of 742.5 mn euros at Group level.

The Adjusted Net Debt of the Parent company (net borrowing with reference) amounted to 153.1 mn euros on 31.12.2024, compared to 316.5 mn euros on 31.12.2023.

The Group's Total Adjusted Net Debt (including project finance contracts - non-recourse borrowings) amounted to 3,258.5 mn euros as at 31.12.2024, compared to 1,605.6 mn euros as at 31.12.2023, with the increase attributable to the concession fee for the commencement of Nea Attiki Odos project.

The Total Cash and Cash Equivalents of the Group (excluding restricted deposits) amounted to 1,517.4 mn euros on 31.12.2024, of which 853.1 mn euros at Parent Company level.

The Total Assets of the Group on 31.12.2024 stood at 8,388.2 mn euros, compared to 6,054.3 mn euros on 31.12.2023.

The Total Equity of the Group attributable to Shareholders on 31.12.2024 amounted to 1,758.1 mn euros, compared to 942.1 mn euros on 31.12.2023.

In the section “B Significant Events for the Financial Year 2024” there are presented in detail the significant events of the period, as well as the key financial performance of the operating segments.

B. Significant Events for the Financial Year 2024

During the financial year of 2024 the following significant events took place:

•On 12.01.2024, the Joint Venture TERNA S.A. – INTRAKAT S.A., in which the subsidiary TERNA S.A. participates with a percentage of 50%, signed a contract with EGNATIA ODOS S.A., for the construction of the project "EGNATIA ODOS: OPERATION AND MAINTENANCE OF THE MOTORWAY IN THE WESTERN SECTOR AND ON THE VERTICAL AXIS A29, YEAR 2023-2025 (code 6060)", amounting to 68.7 mn euros.

•On 12.01.2024, the Joint Venture INTRAKAT S.A. – TERNA S.A., in which the subsidiary TERNA S.A. participates with a percentage of 50%, signed a contract with EGNATIA ODOS S.A., for the construction of the project "EGNATIA ODOS: OPERATION AND MAINTENANCE OF THE MOTORWAY IN THE WESTERN SECTOR AND ON THE VERTICAL AXES A1, A25 and A23, YEAR 2023-2025 (code 6061)", amounting to 57.1 mn euros.

•On 25.01.2024, the subsidiary TERNA S.A. signed a Preliminary Share Transfer Agreement with an advance payment of 7.5 mn euros out of the total price of 30 mn euros for the acquisition of 100% of the shares of the company P&C DEVELOPMENT, concerning its construction activities, subject to the approval of the transfer by the Competition Commission. Following the approval decision no. 858/01.10.2024 by the Competition Commission, on 24.10.2024, Final Act of Transfer for 100% of the company's shares was signed, and the remaining balance of the total price of 30 mn euros was fully paid. From that date, P&C DEVELOPMENT became a subsidiary of TERNA S.A.

•On 13.02.2024, the Extraordinary General Meeting of Shareholders of GEK TERNA was held, in which 178 Shareholders, holders of 56,098,842 shares and voting rights, i.e. 58.78% of the Share Capital, legally attended.

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The Extraordinary General Meeting of Shareholders adopted the following decisions:

1)Approved the decision of the Board of Directors of 18.01.2024 regarding the definitive cessation of purchases of treasury shares under the treasury share purchase plan that was approved by the resolution of the Extraordinary General Meeting of the Company of 20.10.2022.

2)Approved the increase of the Company's share capital, by the amount of 3,420,000 euros, by cash payment, through the issue of 6,000,000 common shares, with a nominal value of 0.57 euros each and with an offer price of 13.20 euros per share and the exclusion of the preference right of the existing shareholders of the Company, in accordance with article 27 par.1 of Law 4548/2018, with the amount of 75,780,000 euros to be transferred to the special reserve of the Company from the issue of premium shares.

3)Approved the cancellation of 6,000,000 treasury shares held by the Company, corresponding to 5.8% of the Company's share capital, and, consequently, the reduction of the Company's share capital by the amount of 3,420,000 euros.

4)Approved the amendment of Article 5 par. 1 of the Company's Articles of Association as a consequence of the subjects 2 and 3.

5)Approved the program for the purchase of treasury shares up to the completion of 10% of the Company's total shares, with a minimum purchase price of 0.57 euros and a maximum price of 40.00 euros per share, which will take place within a period of 24 months, i.e. no later than February 12, 2026, and authorized the Board of Directors of the Company to comply with all legal formalities related to the above approval.

6)Approved the change of the name and the distinctive title of the Company and the amendment of article 1 of the Company's Articles of Association.

•On 20.02.2024, the Joint Venture METKA A.T.C. - TERNA S.A. in which the subsidiary TERNA S.A. participates with a percentage of 50%, signed a contract with the MINISTRY OF INFRASTRUCTURE AND TRANSPORTATION, for the construction of the project "CREATION OF THE NATIONAL DIGITAL MAP OF EXPROPRIATIONS AND AN INTEGRATED INFORMATION SYSTEM “E-APALLOTRIOSIS” FOR THE CENTRALIZED AND UNIFORM MONITORING AND MANAGEMENT OF ALL EXPROPRIATIONS OF PUBLIC SECTOR ENTITIES", amounting to 18.8 mn euros.

•On 11.03.2024, 6,000,000 new common registered shares of the Company, with a nominal value of 0.57 euros each, were admitted for trading on the Main Market of the Athens Stock Exchange. The shares were issued as part of the increase of the Company's Share Capital by the amount of 3,420,000 euros, with the exclusion of the preference right of the existing shareholders, with cash payment and with an offering price of 13.20 euros, in accordance with the decision of the Extraordinary General Meeting of the Company's Shareholders of 13.02.2024. Also, on the same date, the trading of 6,000,000 treasury shares of the Company with a nominal value of 0.57 euros each ceased as they were delisted from the Athens Stock Exchange, with a consequent reduction of the Company's share capital by the amount of 3,420,000 euros, in implementation of the resolution of the Extraordinary General Meeting of Shareholders of the Company of 13.02.2024. The said admission of 6,000,000 new shares and the cancellation of 6,000,000 treasury shares were approved by the Listing and Market Operations Committee of the Athens Stock Exchange at

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its meeting on 06.03.2024. The total funds raised through the Increase, amounting to 79,200,000 euros, will be used to implement its investment program as reflected in its latest published financial statements and corporate presentation, as well as to undertake new projects within a period of 36 months. As a result of the above increase and decrease, the Company's share capital remained unchanged and amounts to a total of 58,951,275.87 euros and is divided into 103,423,291 common shares with voting rights, with a nominal value of 0.57 euros each.

Also, in implementation of the relevant decision of the Extraordinary General Meeting of the Company's Shareholders held on 13.02.2024, the Company's name on the Athens Stock Exchange was changed to GEK TERNA S.A. and its distinctive title to GEK TERNA as of 11.03.2024. For international transactions, the above name is attributed to GEK TERNA S.A. and its distinctive title to GEK TERNA.

•On 22.03.2024, the Joint Venture RENCO – TERNA, in which the subsidiary TERNA S.A. participates with a percentage of 50%, signed a Contract with MICROSOFT OPERATIONS 4733 HELLAS S.A., for the construction of the "ATH04 DATA CENTER CONSTRUCTION" project of the first Microsoft Data Center in Greece, specifically in Spata Attica, with a total budget of 79.6 mn euros.

It is an industrial-type facility, consisting mainly of mechanical and electrical equipment for data storage and processing in the Cloud with a total installed capacity of 19.2MW and is structured as an Equipment Building (ATH04 Building) and an Administration Building (Admin Block) accompanied by a number of supporting facilities and infrastructure in the surrounding area, while its design follows the LEED (Gold Grade) certification requirements.

•On 26.03.2024, GEK TERNA announced that it was declared as the temporary Contractor in the concession project "STUDY, CONSTRUCTION, FINANCING, OPERATION AND MAINTENANCE OF THE NORTHERN ROAD AXIS OF CRETE (NRAC) IN THE CHANIA – HERAKLION SECTION".

The concession period is 35 years, of which up to five (5) years is the design-construction period. The total length of the Northern Road Axis of Crete under concession is 187 km (including 30 km for the optional Kissamos-Chania section).

•On 29.03.2024, GEK TERNA signed as the original shareholder of the company NEA EGNATIA ODOS SOCIETE ANONYME CONCESSION, the concession agreement regarding the right to finance, operate, maintain and exploit the Egnatia Odos motorway, as well as the three (3) roads perpendicular to it, for a period of 35 years, with the Greek State and the Hellenic Republic Asset Development Fund (HRADF) as contracting parties. The company named NEA EGNATIA ODOS SOCIETE ANONYME CONCESSION, which was established for the purposes of the concession contract, is owned by GEK TERNA S.A. with a 75% stake and EGIS PROJECTS S.A.S. with a 25% stake. To fulfill this purpose, and specifically to undertake the provision of operation and maintenance services for the Egnatia Odos motorway, as well as its three (3) vertical road axes, the special purpose company NEA EGNATIA ODOS OPERATION SOCIETE ANONYME was established, in which GEK TERNA S.A. and EGIS PROJECTS S.A.S. participate with 25% and 75% respectively.

•On 29.03.2024, the subsidiary TERNA S.A. signed a contract with “NEW EGNATIA ODOS CONCESSION SOCIETE ANONYME” for the study and the construction of the project “CONCESSION AGREEMENT REGARDING THE FINANCING, OPERATION, MAINTENANCE AND EXPLOITATION RIGHTS OF THE EGNATIA ODOS MOTORWAY, AS WELL AS ITS THREE (3) VERTICAL ROAD AXES”,

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amounting to 662.3 mn euros for the Upcoming Works Period (1st five-year period), including all heavy maintenance works for the entire 35-year Concession Period.

•On 16.04.2024 the subsidiary TERNA S.A. signed a contract with PPC S.A. for the lease of three (3) GE Gas Turbine Units, with a total delivered net power of 130 MW to cover the additional power needs of the AES Linoperamaton of Crete, for a period of time until 31.12.2025.

•On 26.04.2024, the subsidiary TERNA S.A. signed a Framework Agreement with the TECHNICAL CHAMBER OF GREECE (TCG) and the companies OTE S.A. and GLOBITEL S.A., for the construction of the project "SMART BRIDGES OF REGIONS", in thirteen regions of the country, with a total budget of 95.5 mn euros, of which 33.3% will be directly executed by TERNA S.A.

•On 26.04.2024, the repetitive Meeting of the Bondholders of CBL 2021 in the amount of 300 mn euros, CBL 2020 in the amount of 500 mn euros and CBL 2018 in the amount of 120 mn euros decided the following:

-Approved the Extension of the Bondholders’ consent, granted by their resolution of 30.06.2022, until 30.06.2026,

-the increase of the Company's Financial Liabilities up to the amount of 1,900 mn euros until the maturity of the bond loans,

-the application of the total debt to Equity ratio until the Calculation Period ending on 31.12.2023.

The entire set of resolutions is posted on the company's website www.gekterna.com.

•On 20.06.2024, the Company announced that it had signed a Share Purchase and Covenants

Agreement (the Agreement) with the company MASDAR HELLAS SINGLE MEMBER SOCIETE ANONYME (the Purchaser) regarding the sale of all the shares held by the Company in TERNA ENERGY I.C.S.A., which represent 36.59% of the shares and voting rights in TERNA ENERGY. The Purchaser is a 100% indirect subsidiary of ABU DHABI FUTURE ENERGY COMPANY PJSC - MASDAR (MASDAR).

The completion of the sale and transfer of the Company’s shares («the Transaction») was subject to the fulfilment within 6 months of certain conditions precedent (the Conditions), including – inter alia – the approval of the Transaction by the European Commission (competition clearance) and possible foreign development investment clearance by Polish competition authorities, the receipt of certain third party consents and the approval of the Transaction and the related arrangements set out in the Agreement by the General Meeting of the Company’s shareholders.

Among the Conditions was the assurance of the simultaneous transfer to the Purchaser of an additional number of shares issued by TERNA ENERGY (the Closing Date), so that immediately after the Closing Date of the Transaction the Purchaser will hold at least 67% of the shares and voting rights in TERNA ENERGY. In this context, certain shareholders of TERNA ENERGY who control – together with the Company – a total percentage of shares and voting rights of 64.68%, including (inter alia) the members of the Board of Directors of TERNA ENERGY, Mr. Georgios Peristeris (Chairman), Emmanouil Maragoudakis (Chief Executive Officer), Georgios Spyrou (Executive Director) and Michail Gourzis (Member), as well as Mr. Georgios Agrafiotis (Deputy Managing Director), undertook upon signing the Agreement relevant irrevocable obligations (the

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Irrevocable Obligations) to sell or arrange for the sale to the Purchaser of at least the above percentage of TERNA ENERGY shares at the Closing of the Transaction.

During the period from the signing of the Agreement until the Closing of the Transaction (the Interim Period), the Company was obliged to exercise its voting rights and its general powers over TERNA ENERGY, so that - among other things - the latter conducts the its business in the ordinary way and will not take any actions that may have a negative impact on the Transaction, as well as not to distribute a dividend – excluding the permitted dividend distribution of a total amount of 44,879,934.20 euros (the Permitted Dividend) or 0.38 euros per share.

The Transaction Price is 20 euros per share (in accordance with the Agreement and the Irrevocable Obligations), which may be adjusted in the following circumstances (if they occur during the Interim Period):

1)in case of dividend distribution – excluding the Permitted Dividend – or other distribution to the shareholders of TERNA ENERGY by the amount corresponding to the amount distributed per share and/or

2)in the event of reorganization of the share capital of TERNA ENERGY (excluding the issuance of shares in accordance with the current bonus share plan of TERNA ENERGY), by the amount to be determined by a certified auditor and/or

3)in the event that the total value of the Non-Core Assets (as defined below), which will be determined by a report of a certified auditor, falls short of the amount of 65.2 mn euros, by the amount corresponding to the said difference per share, (the Price).

The value of the Transaction for the stake of GEK TERNA amounts to 880 mn euros (including the collection of the Permitted Dividend), valuing TERNA ENERGY (100%) at the amount of 2.4 bn euros and the total Enterprise Value of the RES sector at 3.2 bn euros.

It was further agreed that the Company (or a subsidiary thereof, at the Company's option) will purchase and acquire from TERNA ENERGY certain activities of the latter, which are outside the Core Business (the Non-Core Assets) for a fair and reasonable price to be determined on the basis of a report of a certified auditor. A portion of the Non-Core Assets will be transferred prior to the Closing (which is a condition precedent to the Closing) and the remaining Non-Core Assets will be transferred shortly after the Closing of the Transaction.

Under the condition of the Closing of the Transaction, the Company and the Purchaser's immediate parent company agreed that the Purchaser will have (through TERNA ENERGY) the right to sell (put option) 50% of the share capital of the company TERNA ENERGY-PUMPED STORAGE I S.M.S.A. (100% subsidiary of TERNA ENERGY) to the Company approximately nine months after the Closing of the Transaction.

Under the condition of the Closing of the Transaction and the receipt of certain required approvals from third parties, the Company and the Purchaser have agreed that the Company will have the right to purchase (call option) 50% of the Company's participation in certain energy production and storage projects (hydroelectric, pumped storage and offshore wind) with a total capacity of approximately 3.0GW, approximately nine months after the Closing of the Transaction, but this period may be extended. These acquisitions will be implemented in the form of the sale of shares

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of companies that currently belong in whole or in part to TERNA ENERGY (or that are to be established by it) for these purposes.

The Company shall refrain from activities which fall within the core activity of TERNA ENERGY, namely the development, construction, financing and operation of renewable energy sources, battery energy storage systems, other energy storage projects and pumped storage projects (the Core Business) in Greece, Poland and Bulgaria for the period from the signing of the Agreement until three years after the Closing of the Transaction (the Non-Compete Obligation). The necessary exemptions from the Non-Compete Obligation have been provided for in order not to create obstacles to the Company's existing activity.

•On 26.06.2024, the Ordinary General Meeting of Shareholders of GEK TERNA S.A. was held, attended by 199 Shareholders holding 63,248,789 shares and voting rights, i.e. 62.35% of the Share Capital and the following decisions were taken:

1)Approved the Financial Statements (separate and consolidated) for the year 2023, the relevant Report of the Board of Directors and the Report of the Certified Auditor - Accountant.

2)The Annual Report of the Audit Committee for the year 01.01.2023-31.12.2023 was approved.

3)The report of the independent members of the Board of Directors was submitted to the General Assembly of Shareholders, pursuant to article 9 par. 5 of law 4706/2020.

4)The overall management during the fiscal year 2023 was approved by all of the Members of the Board of Directors.

5)The General Assembly discharged the Auditors from any liability or indemnification arising from the performance of his duties for the year 2023.

6)The proposal of the Board of Directors for the approval of the Remuneration Report of the members of the Board of Directors of the Company for the fiscal year 2023 was approved according to article 112 of law 4548/2018.

7)The auditing company GRANT THORNTON was elected for the audit of the 2024 Separate and Consolidated Financial Statements and remuneration on the basis of the respective for year 2023 after any adjustment according to the needs of the audit.

8)The General Meeting approved the increase of the Company's share capital by the amount of 25,855,822.75 euros by capitalizing part of the special share premium reserve and increasing the nominal value of the share from 0.57 euros to 0.82 euros and simultaneously reducing the share capital by the amount of 25,855,822.75 euros by reducing the nominal value of each share from 0.82 euros to 0.57 euros, and the return of the amount of the reduction, 0.25 euros per share, to the Shareholders and the relevant addition to paragraph 1 of article 5 of the Articles of Association and granted the authorization to the Board of Directors to undertake all the relevant procedures for the implementation of this decision.

•On 05.07.2024, the subsidiary TERNA S.A. signed a Contract with the MINISTRY OF INFRASTRUCTURE AND TRANSPORTATION for the construction of the project "CONSTRUCTION OF WATER SUPPLY PROJECTS PREVEZA – ARTA - LEFKADA" in the amount of 109.8 mn euros.

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•On 10.07.2024, the subsidiary TERNA S.A. signed a contract with HELLENIC HYPERMARKETS SKLAVENITIS S.A. for the construction of Phase A of the project "DEMOLITION OF INTERIOR ARRANGEMENTS IN AN EXISTING INDUSTRIAL BUILDING OF THE FORMER PITSOS FACTORY, IN AG. IOANNIS RENTIS, ATTICA" amounting to 3 mn euros, and on 08.11.2024, signed a new contract for the construction of Phase B "CONVERSION OF THE FORMER PITSOS FACTORY IN AG. IOANNIS RENTIS, ATTICA INTO A SUPERMARKET, RESTAURANTS, MULTIPURPOSE HALLS & PLAYGROUNDS. DEVELOPMENT OF ADJACENT PLOTS INTO PARKING SPACES" amounting to 70 mn euros.

•On 02.08.2024, GEK TERNA announced that in the course of implementation by the decision of the Shareholders’ Extraordinary General Assembly dated 09.12.2019, of the stock option program and following the achievement of a set of performance measurement indicators related to financial data concerning the Group's sectors of activity, allocated 1,595,966 treasury shares in total to nineteen (19) Executives, against the exercise of stock options which represent 1.5431% of the paid-up share capital, for a total price of 3,191,932.00 euros. It is reminded that, according to the terms of the program, the beneficiaries are restricted from disposing of the shares before the lapse of two (2) years. The exercise of the stock options was effected through an OTC transfer on August 2, 2024. With this transaction, the stock option program that was approved by the decision of GEK TERNA’s Extraordinary General Assembly dated December 9, 2019 is completed.

•GEK TERNA, in implementation of the decision of the Extraordinary General Meeting of Shareholders from 13.02.2024, proceeded to activate the treasury shares buyback program, acquiring a total of 406,841 treasury shares from 05.08.2024 to 31.12.2024, with an average acquisition price of 17.1828 euros with a total value of 6,990,686 euros.

•On 07.08.2024, the subsidiary TERNA signed: a) Definitive purchase and sale agreement of 62.5% of shares of the company C&M TECHNICAL S.A. with the distinctive title C&M ENGINEERING for a price of 4,7 mn euros, paid in 3 instalments, b) Preliminary purchase and sale agreement of the remaining 37.5% of the shares with a time of completion on 31.12.2028 and with a price linked to the profitability of the Company.

•On 21.08.2024, the company NEA ATTIKI ODOS CONCESSION SINGLE MEMBER S.A. was established by GEK TERNA S.A. in order to undertake the concession agreement for the financing, operation, maintenance and exploitation of ATTIKI ODOS motorway.

•On 03.09.2024, the payment of the capital return of 0.25 euro/share to the Company's shareholders commenced. The aforementioned capital return was approved by the Ordinary General Meeting of the Company's Shareholders on June 26, 2024.

•On 12.09.2024, GEK TERNA S.A. announced that it has signed, as the sole shareholder of the company “NEA ATTIKI ODOS CONCESSION SINGLE MEMBER S.A.”, the concession agreement for the financing, operation, maintenance and exploitation of Attiki Odos Motorway for a period of 25 years, with contracting parties being the Greek State and the Hellenic Republic Asset Development Fund (HRADF S.A.). This is the largest concession agreement ever signed in Greece, with a total value of 3.270 bn euros (Concession Fee).

•On 12.09.2024, the subsidiary TERNA S.A. signed a contract with NEA ATTIKI ODOS CONCESSION S.A. for the maintenance of the Nea Attiki Odos project throughout the entire Concession Period, including works valued at approximately 51.2 mn euros for specialized maintenance tasks while

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the newly established subsidiary NEA ATTIKI ODOS OPERATION S.A. signed a contract with NEA ATTIKI ODOS CONCESSION S.A. for the provision of operation services for the Nea Attiki Odos.

•On 12.09.2024, NEA ATTIKI ODOS CONCESSION SINGLE MEMBER S.A. signed a Bond Loan of 2,7 bn euros, with a maturity date of June 30 or December 31, whichever date occurs first twenty-two (22) years from the date of financial closure of the transaction. The disbursement of the Bond Loan was made prior to the Concession Start Date of the Attiki Odos Concession Project, which was achieved on 06.10.2024, subject to the fulfillment of a series of contractually stipulated conditions.

•On 16.09.2024, the subsidiary TERNA S.A. signed a contract with DESFA S.A. for the construction of the project "DETAILED ENGINEERING, PROCUREMENT OF MATERIALS AND CONSTRUCTION OF HIGH PRESSURE PIPELINE NEA MESSIMVRIA-EVZONI/GEVGELIA", amounting to 24.4 mn euros.

•On 08.10.2024, the subsidiary TERNA S.A. and its branch in Bulgaria signed a contract with BIO PI DI SOLAR ENERGY EOOD for the construction of the project "ENGINEERING, PROCUREMENT & CONSTRUCTION OF THE VRATISTA SOLAR PV PLANT", amounting to 71.4 mn euros.

•On 08.10.2024, GEK TERNA Group, following the obligations arising from the concession agreement of Attiki Odos, announced that, following an agreement with LATSCO DIRECT INVESTMENTS CYPRUS LIMITED, it intends to submit a request to HRADF for the acquisition from the latter of 10% of the share capital of NEA ATTIKI ODOS CONCESSION S.A. LATSCO DIRECT INVESTMENTS CYPRUS LIMITED is an investment entity of LATSCO FAMILY OFFICE, interests of Mrs. Marianna Latsi. The transaction will be carried out at a 15% premium over the initial binding investment already paid by GEK TERNA S.A. The completion of the transaction is subject to obtaining the necessary approvals and completing related procedures, as provided for, inter alia, by the concession agreement.

•On 11.10.2024, the Union of Companies TERNA S.A. – ILIOHORA S.A., in which the subsidiary TERNA S.A. participates with a 90% stake and the subsidiary ILIOHORA S.A. participates with a 10% stake, was declared the Temporary Contractor of the project "CONSTRUCTION OF A UNIT FOR THE TREATMENT OF RESIDUAL MIXED URBAN SOLID WASTE (USW) AND PRE-SORTED ORGANIC WASTE TREATMENT UNIT (WTU) OF THE EASTERN SECTOR OF THE REGION OF CENTRAL MACEDONIA", amounting to 86.4 mn euros.

•On 14.10.2024, the Union of Companies TERNA ENERGY ASSET MANAGEMENT S.A. – TITAN S.A., in which the subsidiary TERNA ENERGY ASSET MANAGEMENT S.A. participates with a 50% stake, was declared the Contractor of the project "WASTE TREATMENT UNIT (WTU) OF THE WESTERN SECTOR OF THE REGION OF CENTRAL MACEDONIA", amounting to 140.7 mn euros.

•On 15.10.2024, the TERNA – GLOBILED Joint Venture, in which the subsidiary TERNA S.A. holds a 55% stake, signed a Supply Contract for the project "UPGRADING THE SAFETY INFRASTRUCTURE OF THE 10 LARGEST RAILWAY TUNNELS OF O.S.E USING SMART IOT SYSTEMS TO ADDRESS URGENT SAFETY ISSUES OF THE TUNNELS REGARDING FIRE DETECTION, LIGHTING, AS WELL AS THE LACK OF MONITORING CRITICAL STRUCTURAL HEALTH PARAMETERS," amounting to 29.4 mn euros.

•On 18.10.2024, GEK TERNA was declared by the MINISTRY OF AGRICULTURAL DEVELOPMENT and FOOD as the Temporary Private Partnership Entity (PPE) for the project "HOCHLAKION RESERVOIR

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IN LASSITHI COUNTY AND OTHER ACCOMPANYING WORKS - AG. IOANNIS DAM IN IERAPETRA, LASSITHI COUNTY AND MAIN WORKS FOR THE UTILIZATION OF IRRIGATION WATER," amounting to 55.7 mn euros.

•On 23.10.2024, the Extraordinary General Meeting of the Company's Shareholders approved (a) the sale and transfer to MASDAR HELLAS SINGLE MEMBER S.A. of all shares issued by the anonymous company TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL S.A. held by the Company and (b) the conclusion of the relevant Share Purchase and Covenants Agreement dated 20.06.2024 between the Company, the Buyer, and MASDAR TRIDENT HOLDING RSC LIMITED (as guarantor for the Company) and the other agreements included therein.

•On 25.10.2024, GEK TERNA was declared by the MINISTRY OF AGRICULTURAL DEVELOPMENT and FOOD as the Temporary Private Partnership Entity (PPE) for the project "TRANSPORT AND DISTRIBUTION OF WATER FROM THE NESTOS RIVER TO THE XANTHI PLAIN FOR IRRIGATION PURPOSES (PPP)," amounting to 160.1 mn euros.

•By its resolution dated 29.10.2024, the Board of Directors of GEK TERNA S.A. granted a special permit for the signing of a share purchase agreement for the ownership shares of TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL S.A., defined below as "Non-Core Assets" (the "Agreement") and for the implementation of the specific actions and transactions described in the Agreement, in accordance with the provisions of Articles 99-101 of Law 4548/2018.

The "Non-Core Assets" are as follows:

a.35% of the total shares issued by the societe anonyme named ELECTRONIC TICKET SERVICE PROVIDER SOCIETE ANONYME - HELLAS SMARTICKET, with GCR number 132788401000.

b.100% of the shares issued by the societe anonyme named PERIVALLONTIKI PELOPONNISOU SINGLE MEMBER S.A., with GCR number 137095214000.

c.100% of the shares issued by the societe anonyme named AEIFORIKI EPIRUS SINGLE MEMBER SPECIAL PURPOSE S.A., with GCR number 142433629000.

d.50% of the shares issued by the societe anonyme named ENERMEL ENERGY TECHNICAL AND WASTE MANAGEMENT MACEDONIAN S.A., with GCR number 007403501000.

e.100% of the shares issued by the limited liability company named TERNA ENERGY TRANSATLANTIC SPZOO, based in Poland, with the relevant commercial registry number 14271445900000.

f.100% of the shares issued by the societe anonyme named TERNA ENERGY ASSET MANAGEMENT S.A., with GCR number 004183801000, to which the construction of public works, waste management and PPP projects of TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL S.A. will be contributed through a spin-off, in accordance with articles 54 par. 3, 57 par. 4, 58-75, and 83-87 of Law 4601/2019, article 52 of Law 4172/2013, article 61 of Law 4438/2016, as well as the relevant provisions of Law 4548/2018, as detailed in the Draft Demerger Agreement dated 25.09.2024, which was registered in the GCR with Registration Code Number 4487533 as per the announcement No. 3396795/04.10.2024 of the Listed Companies Department of the Directorate of Companies of the General Directorate of

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Market & Consumer Protection of the General Secretariat of Commerce (the " Draft Demerger Agreement").

g. 100% of the shares of the under-formation societe anonyme named BROADBAND INFRASTRUCTURE PROJECTS SINGLE MEMBER S.A., which will be established with the contribution from TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL S.A. of the sector that includes activities carried out under PPP contracts for ultra-high broadband infrastructure projects of TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL S.A. through a spin-off in accordance with articles 54 par. 3, 57 par. 4, 58-75, and 83-87 of Law 4601/2019, article 52 of Law 4172/2013, article 61 of Law 4438/2016, as well as the relevant provisions of Law 4548/2018, as detailed in the Draft Demerger Agreement.

The contracting parties to the Agreement are TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL S.A. (as the seller, together with its 100% subsidiary, TERNA ENERGY OVERSEAS LIMITED, which is the direct shareholder of TERNA ENERGY TRANSATLANTIC SPZOO), the societe anonyme named GEK TERNA URBAN SERVICES SINGLE MEMBER S.A. ("GEK URBAN") and the Company (together with GEK URBAN, the "Purchasers").

The companies involved in the Agreement are related parties, as defined in article 99 of Law 4548/2018, since the Company is the controlling entity and parent company of TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL S.A. and GEK URBAN is a 100% (indirect) subsidiary of the Company.

The total purchase price for the Non-Core Assets amounts to 67.5 mn euros and is detailed as follows:

a.On the date or around the date of signing the Agreement, GEK URBAN will acquire the Non-Core Assets under (a), (b), and (c) above for a consideration of 4,403,000 euros, 16,766,000 euros and 13,329,000 euros respectively, amounting to a total of 34,498,000 euros, which will be paid immediately upon transfer.

b.On the date or around the date of signing the Agreement, the Company will acquire the Non-Core Assets under (d) and (e) for a consideration of 4,074,000 euros and 5,022,000 euros respectively, amounting to a total of 9,096,000 euros.

c.After the completion of the aforementioned spin-offs, the Company will acquire the Non-Core Assets under (f) and (g) for a consideration of 22,552,000 euros and 1,354,000 euros respectively, amounting to a total of 23,906,000 euros

The share purchase agreement for the Non-Core Assets will be signed by December 20, 2024 (or on another later date agreed upon by the parties, but within the six-month validity period of the license granted).

The Company's Board of Directors, having taken into account the Evaluation Report of the Certified Auditor dated 29.10.2024 pursuant to article 101 par. 1 of Law 4548/2018, deemed that the conclusion of the above transaction is fair and reasonable for the Company and the shareholders who are not related parties, including the minority shareholders of the Company and granted its special authorization for the transaction pursuant to article 100 par. 1 of Law 4548/2018, which is valid for a period of 6 months.

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The minutes of the meeting of the Board of Directors of the Company held on 29.10.2024 Evaluation Report of the Certified Auditor, as well as the text of the relevant announcement of the Board of Directors have been published in the General Commercial Registry in accordance with paragraph 3 of article 100 of Law 4548/2018.

•On 04.11.2024, the subsidiary TERNA ENERGY ASSET MANAGEMENT S.A. was declared the Contractor for the project "MONITORING SYSTEM FOR COMMERCIAL VEHICLES AND CONTAINERS," amounting to 64.3 mn euros.

•On 11.11.2024, the J/V INTRAKAT – TERNA, in which the subsidiary TERNA S.A. holds a 50% stake, signed a Contract with the REGION OF ATTICA for the construction of the project "SUPPLY, INSTALLATION & OPERATION OF ELECTRONIC MEANS FOR MONITORING TRAFFIC VIOLATIONS," amounting to 14.2 mn euros.

•On 18.11.2024, the subsidiary TERNA signed a Contract with V TOURISM S.A. for the construction of the project "NEW ADDITION EXTENSION OF HOTEL WITH BASEMENT & SWIMMING POOLS," amounting to 29.8 mn euros.

•On 28.11.2024, the transfer from GEK TERNA S.A. to MASDAR HELLAS SINGLE MEMBER S.A. of all shares held by the Company in TERNA ENERGY I.C.S.A. was completed. These shares represent 36.59% of the shares and voting rights in TERNA ENERGY. MASDAR HELLAS SINGLE MEMBER S.A. is a 100% indirect subsidiary of ABU DHABI FUTURE ENERGY COMPANY PJSC - MASDAR (MASDAR). The transaction value for GEK TERNA's stake amounts to 880 mn euros (including the receipt of the Permitted Dividend), valuing TERNA ENERGY (100%) at 2.4 bn euros and the total value of the RES sector (Enterprise Value) at 3.2 bn euros.

•On 04.12.2024, the subsidiary TERNA S.A. was declared the Temporary Contractor for the project "DESIGN, EQUIPMENT SUPPLY AND TURNKEY CONSTRUCTION OF THE NEW GIS CLOSED TYPE DISTRIBUTION CENTER CHANIA II AND MV COUPLING BUILDING - DEED Declaration – 47," amounting to 22.2 mn euros.

•On 05.12.2024, GEK TERNA S.A. announced that it exercised its right to jointly with other shareholders acquire the 17% stake held by HOCHTIEF in the concession company (OLYMPIA ODOS) and the operating company (OLYMPIA ODOS OPERATION) of the Athens-Pyrgos motorway. Following the acquisition, GEK TERNA's stake in the motorway increased to 20.48% (from 17% before the transaction), further strengthening the Group's leading presence in concession and infrastructure projects.

•On 05.12.2024, the subsidiary TERNA S.A. signed a 2nd Supplementary Contract with the MINISTRY OF INFRASTRUCTURE AND TRANSPORT for the project "REPAIR OF DAMAGES TO EXISTING ROADS AND OTHER INFRASTRUCTURES IN THE REGION OF THESSALY CAUSED BY THE MEDITERRANEAN CYCLONE IANOS ON SEPTEMBER 18 & 19, 2020," amounting to 30.4 mn euros.

•On 12.12.2024, the Joint Venture THALIS ES S.A. – TERNA S.A. – KONSTANTINIDIS S.A., in which the subsidiary TERNA S.A. holds a 30% stake, was declared the Contractor for the project "UTILIZATION OF THE RIVERS DAM RESERVOIR IN AMARI: WATER TREATMENT PLANT INSTALLATION," amounting to 22.3 mn euros.

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•On 27.12.2024, the subsidiary TERNA S.A. signed a Contract with the HELLENIC AMERICAN EDUCATIONAL FOUNDATION for the project "ATHENS COLLEGE - CONSTRUCTION OF UNDERGROUND PARKING & LANDSCAPING OF OUTDOOR GREEN SPACES & SPORTS FACILITIES," amounting to 18 mn euros.

•During the meeting held on 30.12.2024, the Board of Directors of GEK TERNA S.A. accepted the resignation of the Independent Non-Executive Member of the Board, Mr. Gagik Apkarian, effective from 31.12.2024 and expressed its satisfaction and gratitude for his excellent cooperation and commendable tenure. Subsequently, during the same meeting on 30.12.2024 and following the recommendation of the Nominations and Remuneration Committee, the Board of Directors unanimously accepted the Committee's recommendation and elected Mr. Andreas Taprantzis as the new Independent Non-Executive Member of the Board, replacing Mr. Gagik Apkarian for the remaining term of his tenure, i.e., until 01.07.2025, extended until the expiration of the deadline within which the next Ordinary General Meeting must convene.

It is noted that Mr. Apkarian, at the time of his resignation does not participate in any Committee of the Board of Directors and therefore there is no change in their composition. It is also emphasized that the above replacement will be announced at the next General Meeting of the Company.

Consequently, the Board of Directors of the Company is reconstituted as follows:

1.Peristeris Georgios, Chairman and Chief Executive Officer, Executive Member.

2.Capralos Spyridon, Vice Chairman of BoD, Independent Non-Executive member, Chief Independent Director.

3.Tamvakakis Apostolos, Vice Chairman of BoD, Non-executive Member.

4.Gourzis Michail, Executive Member.

5.Lazaridou Penelope, Executive Director, Executive Member.

6.Benopoulos Aggelos, Executive Director, Executive Member.

7.Souretis Petros, Executive Director, Executive Member.

8.Lamprou Konstantinos, Executive Member.

9.Moustakas Emmanouil, Executive Member.

10.Antonakos Dimitrios, Non-Executive Member.

11.Afentoulis Dimitrios, Non-Executive Member.

12.Delikoura Aikaterini, Independent Non-Executive Member.

13.Skordas Athanasios, Independent Non-Executive Member.

14.Staikou Sophia, Independent Non-Executive Member.

15.Andreas Taprantzis, Independent Non-Executive Member.

•During 2024, the Group signed new contracts of small value, as well as extensions of existing contracts for the execution of projects, totaling approximately 103.1 mn euros.

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Key Financial Performance of the Operating Segments for the financial Year 2024

The financial analysis of the operating segments mentioned below records the performance of these segments, before performing the intersegmental elimination, which are accounted for in accordance with the provisions of IFRS for the purposes of preparing the consolidated financial statements of GEK TERNA.

Construction Operating Segment

TERNA S.A., the construction arm and 100% subsidiary of GEK TERNA, is the largest construction company, specializing in complex and demanding infrastructure projects, which international groups choose to collaborate with due to its experience both within and outside Greece. TERNA S.A. also generates significant synergies with the other segments of the Group, particularly in concessions and energy.

Revenues from construction activities continue to be at very high levels, while the backlog of construction work continues to show an upward trend, amounting to approximately 4.1 bn euros as of 31.12.2024. Furthermore, the Group expects to sign new project contracts for which it has been selected as the Contractor, amounting to approximately 2.8 bn euros, which is a mix of private, co-financed, and public projects.

Turnover of the Construction Segment amounted to 1,321.5 mn euros compared to 1,365.3 mn euros in the corresponding period of 2023, posting a decrease of 3.2%. The decrease in Turnover is temporary, due to delays in approvals from various Greek public authorities.

Adjusted EBITDA (EBITDA plus non-cash results included therein) amounted to 129.6 mn euros compared to 132.8 mn euros in the corresponding period of 2023, reduced by 2.4%, recording an insignificant decrease.

Operating Results before interest and taxes (EBIT) amounted to 100.1 mn euros compared to 115.2 mn euros in the corresponding period of 2023, posting a decrease of 13.1%, which is mainly due to the Construction Segment that was fully transferred to the Group, in the context of the sale of TERNA ENERGY.

Earnings before taxes amounted to 90.9 mn euros in 2024 compared to 106.0 mn euros in the corresponding period of 2023. The difference of 14.2% is due to the aforementioned reasons.

Earnings after taxes amounted to 60.3 mn euros in 2024 compared to 75.2 mn euros in the corresponding period of 2023. The difference of 19.8% is due to the aforementioned reasons.

Turnover of the Construction Segment to third parties comes from activities: a) in Greece and Cyprus at a rate of 97% and b) in Balkan countries at a rate of 3%.

The Adjusted Net Debt of the Construction Segment amounted to approximately minus -132.8 mn euros, compared to minus -89.0 mn euros as of 31.12.2023.

The high backlog of construction work amounting to 4.1 bn euros is expected to increase by 2.8 bn euros with the contracts to be signed for projects for which we have been declared Contractors.

TERNA participates in new large projects that are being tendered, where due to its experience in executing large projects, roadworks, buildings, port, railway and large energy projects, as well as its established presence in the markets where it operates, contribute to the further improvement of the

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financial and other figures and its upward trajectory in the construction segment for the Group and the further expansion of its presence in Greece and abroad.

Concessions – Self/Co- Financed Projects Operating Segment

In the Operating Segment of Concessions, the Group participates:

➢with a percentage of 100% in the motorway Concession companies NEA ODOS CONCESSION SOCIETE ANONYME and CENTRAL GREECE MOTORWAY CONCESSION SOCIETE ANONYME,

➢with a percentage of 75% in the NEA EGNATIA ODOS CONCESSION SOCIETE ANONYME, which concerns the concession agreement regarding the exploitation of the ENGATIA ODOS motorway, as well as the three (3) roads perpendicular to it, for a period of 35 years, with the Greek State and the Hellenic Republic Asset Development Fund (HRADF) as contracting parties.

➢with a percentage of 100% in the NEA ATTIKI ODOS CONCESSION SOCIETE ANONYME, which concerns the concession agreement regarding the exploitation of the ATTIKI ODOS motorway for a period of 25 years, with the Greek State and the Hellenic Republic Asset Development Fund (HRADF) as contracting parties.

➢with a percentage of 32.46% in the Concession Company of Kasteli Airport INTERNATIONAL AIRPORT HERAKLION CRETE SOCIETE ANONYME CONCESSION,

➢with a percentage of 49% through the company IRC HELLINIKON S.A. in the construction, development, and operation of (a) a five (5) star hotel, (b) a conference and exhibition center, (c) an audience gathering place for sports and cultural events and (d) a casino area. The duration of the concession is 30 years,

➢with a percentage of 55% through the company PASIFAI ODOS S.A. in the construction of the project "NORTHERN ROAD AXIS OF CRETE (NRAC): STUDY, CONSTRUCTION, FINANCING, OPERATION AND MAINTENACE OF THE SECTION HERSONISSOS – NEAPOLI, WITH PPP". The duration of the concession is 30 years, of which 4 years refer to the construction period and 26 years to the operation period,

➢with a percentage of 20.48% in the motorway Concession Company OLYMPIA ODOS CONCESSION SOCIETE ANONYME,

➢with a percentage of 70% in the Electronic Ticket Service Provider Societe Anonyme - HELLAS SMARTICKET S.A., which undertook from the ATHENS URBAN TRANSPORT ORGANIZATION, the Partnership Agreement for the “STUDY, FINANCING, INSTALLATION, OPERATIONAL SUPPORT, MAINTENANCE AND TECHNICAL MANAGEMENT OF A UNIFIED, AUTOMATIC TOLL COLLECTION SYSTEM FOR THE AUTO GROUP OF COMPANIES BASED ON A PPP SCHEME”. The term of the concession has been set at 10 years after the construction period,

➢with a percentage of 90% through the company SARISA SUBCONCESSION S.A. for the right to use, maintain, operate and exploit a multi-purpose station, in a part of the Philip II port of ORGANISATION KAVALA PORT S.A.,

➢with a percentage of 100% in PERIVALLONTIKI PELOPONNISOU S.M.S.A, which has undertaken in the Peloponnese Region the construction of PPP project "INTEGRATED WASTE MANAGEMENT OF PELOPONNESE", WHERE IN 2023 THE INTEGRATED MANAGEMENT UNIT OF ARCADIA, THE WASTE

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TRANSFER STATIONS OF ARGOLIDA AND CORINTHIA AND THE TRANSITIONAL MANAGEMENT UNITS OF MESSINIA AND LACONIA WERE PUT INTO COMMERICAL OPERATION”,

➢with a percentage of 100% in the company AEIFORIKI EPIRUS S.M.S.A.S.P., which is active in the operation of the Waste Management Unit of Epirus with a maximum annual capacity of 105,000tn, the operation of which started on 27.03.2019. The duration of the Concession has been set for 27 years and

➢with a percentage of 70% in the Joint Venture TERNA ENERGY ASSET MANAGEMENT - INDIGITAL - AMCO with which it signed a contract for the project "DIGITAL TRANSFORMATION, TELEMATICS AND THE UNIFIED AUTOMATED COLLECTION SYSTEM FOR THESSALONIKI (ACST)".

Finally, the Group's business activity in the Car Parking Station Management and Operation Segment continued for 2024 and the number of car parking spaces attributed to the Group as a whole amounts to 2,171.

The Turnover of the Concessions Segment amounted to 337.9 mn euros, compared to 227.5 mn euros in the corresponding period of 2023. The increase of 48.5% is due to: a) the addition of revenues from 06.10.2024 of the NEA ATTIKI ODOS CONCESSION S.A., b) the increased vehicle traffic on the motorways of NEA ODOS and CENTRAL GREECE MOTORWAY, c) the commencement of full operation of a section of the E-65 Motorway (Lamia – Xyniada), d) the adjustment of toll fees in accordance with the contractual provisions, e) the increase in returns from waste management investments in the regions of Epirus and Peloponnese, mainly due to the longer comparative operation period of specific waste management stations, and f) the increase in sales of recyclable products.

Adjusted EBITDA (EBITDA plus non-cash results included therein) stood at 205.3 mn euros compared to 164.8 mn euros in the corresponding period of 2023, recording an increase of 24.6%. This increase is due to the reasons mentioned above.

Operating Results before interest and taxes (EBIT) amounted to 96.9 mn euros compared to 79.0 mn euros in the corresponding period of 2023, posting an increase of 22.7% for the reasons mentioned above.

Earnings before taxes amounted to 32.1 mn euros compared to 16.2 mn euros in the corresponding period of 2023. The difference is due to the aforementioned reasons.

Earnings after taxes amounted to 38.4 mn euros compared to 21.9 mn euros in the corresponding period of 2023. The difference is due to the aforementioned reasons.

The Adjusted Net Debt of the Concessions – Self/Co-financed Projects Segment amounted to approximately 3,854.3 mn euros, compared to 558.6 mn euros as of 31.12.2023. The significant change compared to 2023 is due to the borrowing of 2,600.0 mn euros by NEA ATTIKI ODOS CONCESSION S.A.

Operating Segment of Electricity Production from Thermal Energy Sources

The GEK TERNA Group is active in the field of Production, Supply and Trading of Electricity and Natural Gas mainly through its subsidiary HERON ENERGY S.A., where it is the sole shareholder at 100%. Its vertical presence is a key factor in limiting the related market risk, while also providing the opportunity to exploit opportunities that arise at various levels.

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In the Electricity Production Segment from Thermal Energy Sources, the Group participates in the market through the combined cycle power plant from natural gas, with an installed capacity of 435MW. Despite the drop in energy market prices, the Group managed to maintain its competitive presence in the market by leveraging its long-term experience and the flexibility provided by its ability to procure natural gas on competitive terms, as well as the technical characteristics of the plant. It is noted that during the year (April), the Group discontinued the operation of its open-cycle natural gas plant with a capacity of 130MW, following a related agreement for its lease to PPC.

HERON ENERGY S.A.'s thermal production in 2024 amounted to 1.834 GWh, recording an increase of 5.2% compared to the previous year and representing 9.0% of the production from natural gas units in Greece.

In the area of Electric Energy Distribution to final consumers, the gradual normalization of energy prices helped stabilize the market, but also intensified competitive pressures, especially in the second half of the year. HERON ENERGY S.A. managed to increase its market share by approximately 11.4% in 2024 compared to 2023, achieving its goal of establishing itself among the top independent suppliers in terms of market share for 2024. Total electricity sales amounted to 5.738 GWh in 2024, recording an increase of 22.1% compared to 2023, with the increase mainly coming from increased sales to high-voltage customers.

The Turnover from continuing activities of the Electricity Production Segment from Thermal Energy Sources – Energy Sales amounted to 1,679.3 mn euros compared to 1,711.0 mn euros in 2023, recording a decrease of 1.8%, mainly due to the de-escalation of electricity prices following the reduction in the wholesale electricity price (DAM), due to the significant decrease in natural gas prices in Europe.

Adjusted EBITDA (EBITDA plus non-cash results included therein) amounted to 97.5 mn euros compared to 131.8 mn euros in the corresponding period of 2023, presenting a decrease of 25.9%, mainly due to the lower profitability of the Electricity Supply Segment.

Operating Results before interest and taxes (EBIT) from continuing activities amounted to 53.7 mn euros compared to 88.9 mn euros in the corresponding period of 2023, significantly reduced for the aforementioned reasons.

Earnings before taxes amounted to 36.4 mn euros compared to 106.3 mn euros in the corresponding period of 2023.

Earnings after taxes amounted to 26.8 mn euros compared to 77.2 mn euros in the corresponding period of 2023.

The Group's investments in the Electricity Production Segment from Thermal Energy Sources – Energy Sales amounted to 6.7 mn euros in 2024.

The Adjusted Net Debt of the Electricity Production Segment from Thermal Energy Sources – Energy Sales amounted to 113.7 mn euros, compared to 45.8 mn euros as of 31.12.2023.

Real Estate Operating Segment

GEK TERNA Group, maintaining an important position in the management and sale of real estate assets, holds a broad portfolio of value of 130 mn euros in Greece, Bulgaria and Romania that includes

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shopping centers, industrial parks, leisure parks, hotels, plots and lands in tourist destinations. Plots make up 80% of the portfolio and are strategically located in different areas. The utilization of selected plots of land in the portfolio is being considered, with the aim of making investments of high added value. At the same time, some of the plots are in the process of being sold as is, responding to the current market conditions and being part of the wider strategic plan of the Group for the efficient management of the portfolio and strengthening of its financial performance.

Specifically, the Real Estate and Holdings Division of the Group in 2024 proceeded with:

(a) restructuring the Group's real estate portfolio by utilizing the urban mature properties for sale (e.g., plot in Psyrri, Corfu)

(b) redesigning the uses of properties that have completed their revenue cycle (Ioannina, Volos), aiming to achieve maximum revenue from each investment,

(c) planning new developments, such as Argolic Riviera and

(d) commercial utilization of properties that have or will come into the Group through concession contracts.

The Turnover in the Real Estate Operating Segment amounted to 4.6 mn euros, compared to 4.7 mn euros in the corresponding period of 2023.

Adjusted EBITDA (EBITDA plus non-cash results included therein) settled at minus -0.3 mn euros compared to 0.2 mn euros in the corresponding period of 2023.

Operating Results before interest and taxes (EBIT) settled at 3.8 mn euros compared to 7.3 mn euros in the corresponding period 2023.

Earnings before taxes amounted at 2.2 mn euros compared to 3.2 mn euros in the corresponding period of 2023, negatively affected by the sale of a specific stake which resulted in a loss of 1.4 mn euros.

Earnings after taxes settled at 1.6 mn euros compared to 1.4 mn euros in the corresponding period of 2023.

The Adjusted Net Debt of the Real Estate Operating Segment amounted to approximately 82.2 mn euros compared to 84.4 mn euros on 31.12.2023.

Industry/Quarry Operating Segment

The Group, via the fully owned by 100% subsidiary TERNA MAG S.A. (through the mining licenses and concessions it possesses), is active in the mining and processing of limestone and magnesium, as well as in its industrial processing for the production of caustic and refractory magnesia products of various qualities and chemical characteristics, which are being sold mainly to foreign customers.

The Turnover Industry/Quarry Operating Segment amounted to 24.3 mn euros in 2024, compared to 20.6 mn euros in the corresponding period of 2023, recording an increase of 18.0%. The increase is due to the increased operation of an owned quarry in the Larissa area, which is engaged in the production of aggregates.

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Adjusted EBITDA (EBITDA plus non-cash results included therein) amounted to 3.3 mn euros in 2024, compared to 1.2 mn euros in the corresponding period of 2023. This increase is due to the increased operation of an owned quarry in the Larissa area, which is engaged in the production of aggregates.

Operating Results before interest and taxes (EBIT) amounted to minus -10.5 mn euros compared to minus -2.9 mn euros in the corresponding period of 2023. The negative difference is due to the significant impairment of inventory.

Earnings before taxes amounted to minus -58.0 mn euros compared to minus -13.6 mn euros in the corresponding period of 2023. The significant losses of the current period are the result of impairments of the assets of the subsidiary TERNA MAG S.A., based on decisions made by its Board of Directors and ratified by the General Assembly on 16.12.2024, for the significant reduction of magnesite production activities due to particularly significant issues caused by factors affecting the operation of the plant, including: a) environmental obligations for compliance with the CO2 regulatory framework, b) the need to modernize equipment at a very high cost, c) commercial difficulties in the international magnesia market exacerbated by tariff changes announced by the USA and d) significant financial needs for the continuation of overall activities.

Losses after taxes amounted to minus -58.2 mn euros compared to minus -12.7 mn euros in the corresponding period of 2023. The difference is due to the aforementioned reasons.

The Adjusted Net Debt of the Industry/Quarry Operating Segment amounted to approximately 120.5 mn euros compared to 115.0 mn euros on 31.12.2023.

Holding Operating Segment

Adjusted EBITDA (EBITDA plus non-cash results included therein) amounted to minus -17.5 mn euros in 2024, compared to minus -14.7 mn euros in the corresponding period of 2023. It should be noted that this indicator includes the result from the consolidation of foreign companies, which are at the research stage and whose business is renewable energy and have remained within the GEK TERNA Group as part of the agreement with MASDAR.

Operating Results before interest and taxes (EBIT) amounted to minus -36.9 mn euros in 2024, compared to minus -17.0 mn euros in the corresponding period of 2023. The significant difference is due to the cost provision for future distributions of free shares, according to the decision of the General Assembly on 20.06.2023.

Earnings before taxes amounted to minus -37.6 mn euros in 2024, compared to minus -24.8 mn euros in the corresponding period of 2023. The significant difference is due to the cost provision for the free share distribution program to Group Executives for the periods 2024 – 2027, according to the decisions of the General Assembly on 20.06.2023.

Earnings after taxes amounted to minus -38.4 mn euros in 2024, compared to minus -33.2 mn euros in the corresponding period of 2023. The difference is due to the aforementioned reasons.

The Adjusted Net Debt of the Holding Operating Segment amounted at minus -779.4 mn euros compared to 103.6 mn euros on 31.12.2023.

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Energy Production Operating Segment from RES

The Group incorporated the results of the Energy Production Operating Segment from RES up to 28.11.2024, which were reflected in its discontinued operations. Specifically, the key results of this operating segment are as follows:

	01.01 28.11.2024
Turnover	319,391
Gross profit	215,154
Operating results	168,734
Earnings before income tax	111,677
Net earnings	89,234

According to the sale price, which amounted to 864,231, the profit recorded at the Group level was determined at 742,489, while the result of this activity for the eleven months of 2024, amounted to 89,234.

At the parent company level, the profit from the sale of TERNA ENERGY amounted to 852.6 mn euros (see note 7.1 of the financial statements).

Intersegmental Transactions

During the fiscal year 2024, the Turnover from intersegment transactions amounted to 122.0 mn euros, compared to 80.5 mn euros in the corresponding period of 2023. The decrease in Turnover is mainly due to the reduction of intersegment transactions in the Energy Production Operating Segment from RES and the Concessions – Self/Co-financed Projects Segment for the construction of Waste Management Units in the Peloponnese region.

Adjusted EBITDA (EBITDA plus non-cash results included therein) settled at minus -14.0 mn euros compared to minus -3.9 mn euros in the corresponding period of 2023.

Operating Results before interest and taxes (EBIT) stood at minus -13.1 mn euros compared to minus -2.6 mn euros in the corresponding period of 2023.

Earnings before taxes settled at minus -12.8 mn euros compared to minus -2.4 mn euros in the corresponding period of 2023.

Earnings after taxes settled at minus -12.8 mn euros compared to minus -2.4 mn euros in the corresponding period of 2023.

C. Significant Events after the end of the period 01.01 – 31.12.2024

From 01.01.2025 until the date of approval of the attached financial statements, the following important events took place:

•On 14.01.2025, the subsidiary TERNA S.A. was declared the Temporary Contractor for the project "STUDY, CIVIL ENGINEERING WORKS, SUPPLY (EXCEPT PV PANELS), TRANSPORTATION, INSTALLATION AND OPERATION OF A 125 MW SECTION AT THE 'MEGALOPOLI MINE' (SECTION C), IN THE MUNICIPALITY OF MEGALOPOLIS, PELOPONNESE REGION, OF A NEW

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PHOTOVOLTAIC (PV) STATION, WITH A TOTAL CAPACITY OF 490 MW, AT THE 'MEGALOPOLI MINE' SITE, AND ITS CONNECTION TO THE NEW OUTDOOR TYPE SUBSTATION (SS) 150/33KV 'NEW CHOREMI SS' WITH THE ADDITION OF TWO (2) 150/33/33KV TRANSFORMER TOWERS AND THE REQUIRED CONNECTION WORKS TO THE EXISTING MEGALOPOLI HVSS with number/title PR110000001764", amounting to 54.4 mn euros.

•On 16.01.2025, the subsidiary ILIOHORA S.A. signed four (4) Contracts with the MINISTRY OF ENVIRONMENT & ENERGY for the construction of the project "FLOOD CONTROL WORKS FOR THE MANAGEMENT OF MOUNTAINOUS WATERSHEDS, AFTER THE 2023 FIRE, IN THE AREAS UNDER THE RESPONSIBILITY OF THE ALEXANDROUPOLIS FORESTRY OFFICE (SECTIONS 1 AND 2), THE EVROS FORESTRY DIRECTORATE (SECTION 3) AND THE SOUFLI FORESTRY OFFICE (SECTION 4)", with a total amount of 39.3 mn euros.

•On 23.01.2025, the subsidiary TERNA S.A. was declared the Temporary Contractor for the project "URGENT WORKS FOR THE RESTORATION OF INFRASTRUCTURE DAMAGES DUE TO SEVERE WEATHER EVENTS 'DANIEL' AND 'ELIAS' IN THE MUNICIPALITIES OF: ARGITHEA, LAKE PLASTIRA, METEORA, AND PYLI", amounting to 205 mn euros.

•On 23.01.2025, the subsidiary TERNA S.A. was declared the Temporary Contractor for the project "URGENT WORKS FOR THE RESTORATION OF INFRASTRUCTURE DAMAGES DUE TO SEVERE WEATHER EVENTS 'DANIEL' AND 'ELIAS' IN THE MUNICIPALITIES OF: ZAGORA – MOURESI, SOUTH PELION, VOLOS, AND RIGAS FERAIOS", amounting to 213.1 mn euros.

•On 24.01.2025, GEK TERNA S.A. announced that, as the initial shareholder and member of the special purpose company SARISA Sub-Concession Kavala Port Philip II S.A. with a 90% stake, it signed the delivery-receipt protocol with the Kavala Port Authority on the same date. This company will undertake the right to use, operate, maintain, and exploit a multi-purpose station in a section of the specific port for 40 years.

•On 29.01.2025, TERNA S.A. - AKTOR S.A. - EGNATIA TOLL J/V was established, in which the subsidiary TERNA S.A. participates with a 50% stake, with the business activity of providing operation and support services for the toll stations of EGNATIA ODOS S.A.

•On 31.01.2025, the subsidiary TERNA S.A. was declared the Temporary Contractor for the project "CONSTRUCTION OF A NEW SINGLE RAILWAY LINE IN THE SECTION NEA KARVALI - TOXOTES_A.D. 3506", amounting to 140.6 mn euros.

•On 10.02.2025, the Union of Companies TERNA S.A. – METKA S.A., in which the subsidiary TERNA S.A. participates with a 50% stake, was declared the Temporary Contractor for the project "INFORMATION SYSTEM FOR THE DELIMITATION OF WATERCOURSES", amounting to 61.6 mn euros.

•On 08.03.2025, GEK TERNA was appointed as the final Contractor for the concession project "DESIGN – CONSTRUCTION – FINANCING – OPERATION – MAINTENANCE AND EXPLOITATION OF THE NORTHERN ROAD AXIS OF CRETE (N.R.A.C.) IN THE SECTION CHANIA – HERAKLION". Following the completion of the verification procedures, including those by the Court of Audit, it is expected that the Ministry of Infrastructure and Transport will formally invite the company to establish a special purpose company in the form of a joint-stock company, in order to execute the relevant concession agreement.

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•On 24.03.2025, the Union of Companies TERNA S.A. – INTRAKAT S.A., in which the subsidiary TERNA participates with a 50% stake, was declared the Temporary Contractor for the project "ENGINEERING, PROCUREMENT & INSTALLATION OF PV PARKS PROJECT - INQUIRY No: 01/24 IN THE LOCATION OF THE MUNICIPALITY OF KOZANI", amounting to 214.3 mn euros.

•On 24.03.2025, the Union of Companies TERNA S.A. – INTRAKAT S.A., in which the subsidiary TERNA participates with a 50% stake, was declared the Temporary Contractor for the project "ENGINEERING, PROCUREMENT & INSTALLATION OF PV PARKS PROJECT - INQUIRY No: 01/24 IN THE LOCATION OF THE MUNICIPALITIES OF FARSALA-LARISSA", amounting to 47 mn euros.

•On 01.04.2025, the Union of Companies TERNA ENERGY ASSET MANAGEMENT S.A. – MESOGEIOS S.A., in which the subsidiary TERNA ENERGY ASSET MANAGEMENT S.A. participates with a 50% stake, was declared the Temporary Contractor for the project "CONSTRUCTION OF URBAN SOLID WASTE TREATMENT UNIT (USW) IN CORFU", amounting to 33.5 mn euros.

•On 04.04.2025, the J/V TERNA S.A. – REDEX S.A., in which the subsidiary TERNA S.A. participates with a 50% stake, signed a contract for the project "DESIGN AND CONSTRUCTION FOR THE MULTI-STOREY CAR PARK (MSP) AND NORTH-WEST APRON (NWA)", amounting to 244.5 mn euros.

•On 04.04.2025, GEK TERNA, according to the terms of the 2018 Common Bond Loan with a nominal value of 120 mn euros, made the repayment to the bondholders of the CBL through the HELLENIC CENTRAL SECURITIES DEPOSITORY S.A. (ATHEXCSD).

Until the preparation of the Financial Statements, the Group signed contracts for small projects and extensions amounting to 11.8 mn euros.

D. Risk Factors and Uncertainties

The Group's operations are subject to various risks and uncertainties, such as the return of macroeconomic uncertainty, market risk, credit risk and liquidity risk, wind and weather conditions, the uncertainty of the results from the impact of emergency events which may have a prolonged and unforeseen term.

1)Financial Risks

The Group's activities expose it to various financial risks, including market risk (including foreign exchange risk, interest rate risk, and price fluctuation risk), credit risk and liquidity risk.

In order to address financial risks and to limit their negative impact on its financial results, the Group has a management plan that aims to limit the adverse impact on its financial results that may arise from the inability to project financial markets and the fluctuations in cost and sales variables that affect financial results.

The financial instruments used by the Group mainly comprise bank deposits, mainly long‐term and secondarily short‐term loans as well as derivatives, trade debtors and creditors, other accounts receivable and payable. The impact of the main risks and uncertainties on the Group's activities is analyzed below.

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Credit risk

Credit risk entails the possibility that a counterparty will cause financial loss to the Group and the Company due to the breach of the counterparty’s contractual obligations.

The Group continuously monitors its receivables, either separately or per group and encompasses all the arising information into the credit audit. When deemed necessary, external reports or analyses related to effective or potential clients are used.

The Group is not exposed to significant credit risk arising from trade receivables with regard to its business activities, except for the trading of electric energy. This is attributed, on the one hand, to the Group’s policy, which is focused on cooperation with reliable clients and, on the other hand, to the nature of the Group’s operations.

In particular, total receivables, whether related to the narrow or the broader public sector, or private sector clients with significant financial position in Greece and abroad, are under special monitoring and the Management constantly assesses the reliability of its customers, their financial sizes regardless of whether they are a broader public or private entity, for potential implications, in order to take the necessary measures to minimize any adverse effects for the Group.

The Group is exposed to credit risk from end consumers due to the sale of electricity and natural gas to them. The control carried out to ensure the collectability of receivables is systematic. Wherever required, apart from the above, and in addition to safeguarding collectability, for low voltage consumers the Group makes sure to issue monthly bills concerning the probable consumption per month, so that with the issuance of the settlement invoice that is being made in the fourth month of consumption, there is no large outstanding balance to be settled. It should be noted that at the start of cooperation with customers, an amount equal to the indicative cost of consumption for one month is paid by the customers in the form of a guarantee. The risk of large sales contracts with a time horizon of more than one month is secured through forward contracts for the purchase and sale of electricity and natural gas, thus minimizing the risk of fluctuations in the purchase and sale of electricity.

The existing experience in handling the trading of electricity and natural gas ensures the Group's positive prospects for the operational segment of Electricity Production from Thermal Energy Sources.

The credit risk regarding cash and cash available and other receivables is considered limited given that the counterparties are reliable Banks with high quality capital structure, the Greek State and the broader public sector and strong groups of companies.

The Management assumes that all the financial assets, for which necessary impairment is calculated, are of high credit quality.

Liquidity risk

Liquidity risk entails the risk that the Group or the Company will be in no position to meet their financial obligations when required. The Group maintains its liquidity risk at a low level.

Specifically, the Group’s liquidity, in particular, is considered satisfactory, as in addition to the existing cash and cash equivalents, the cash flows generated from the execution of projects, from the Concession Companies of Motorways, waste management, as well as the production and sale of electricity, are continuous.

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The Group manages liquidity needs by closely monitoring the progress of long‐term financial obligations, as well as the payments made daily. Liquidity needs are monitored in different time zones, on a daily and weekly basis as well as in a rolling period of 30 days. Liquidity needs for the next 6 months and next year are determined on a monthly basis.

The Group maintains cash and cash available in banks to meet liquidity needs for periods of up to 30 days. The funds for the medium‐term liquidity needs are released from the Group's time deposits and if deemed necessary, bank credits are also being used.

Market risk analysis

Foreign exchange risk

Foreign exchange risk arises when the fair value or future cash flows of a financial instrument are subject to fluctuations due to changes in exchange rates. This type of risk may arise, for the Group, from foreign exchange differences at the valuation and conversion into the Group’s currency (Euro) of financial assets, mainly financial receivables, and financial liabilities, related to transactions that are carried out in a currency other than the operating currency of the Group’s entities. The transactions mainly concern purchases of fixed assets and inventories, commercial sales, investments in financial assets, loans, as well as net investments in foreign operations.

The Group operates mainly in the Greek and Balkan regions in selective undertaking of construction projects, and therefore may be exposed to foreign exchange risk that may arise from Euro exchange rate with other currencies. To manage this risk category, the Group’s Financial Management Department uses the financial instruments and offset the Group's exposure to foreign exchange risk on the basis of specific policies, whenever it is necessary. The completion of the Transaction will reduce the Group's exposure to foreign exchange risk.

Regarding the Group's transactions with foreign companies, these are usually carried out with European Groups where the settlement currency is the euro. To reduce this risk, the Group utilizes the locally produced cash available in local currency to pay the expenses incurred, as well as the forward purchase of foreign exchange, thus minimizing the creation of foreign exchange risk.

Interest rate risk

Interest rate risk entails the probability that fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

The Group's policy is to minimize its exposure to the interest rate risk of long‐term financing. Under this policy, medium‐term loans are mainly in Euro, with fixed spread and a floating base interest rate linked to Euribor. In order to reduce the interest rate risk associated with long‐term financing and to reduce the consequent volatility of financial expenses, the Group implements specific policies that include Interest Rates Swaps.

The largest component of the Group's short‐term debt is in Euro at a floating base interest rate linked to Euribor. Short‐term loans are mainly issued as a bridge financing in order to cover temporary needs during the implementation phase - construction of investments of the Group. The Group's policy is to convert these loans into long‐ term fixed spreads linked to Euribor and, where deemed necessary due

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to repayment time, to implement approved interest rate risk management policies through Interest Rate Swaps.

On 31.12.2024, 19% of the Group’s total debt bares fixed interest rate, 71.4% bares floating interest rate that have been offset through derivatives, with which future fixed interest rate payments are exchanged against floating rate based receivables, while 9.6% of the Group’s loans bare floating rate based on the Euribor.

These loans are repaid through the operating cash flows from the Group's operations.

Sensitivity analysis of interest rate risk

The following table presents the sensitivity of profit or loss for the period against the Groups short‐ term debt and deposits, towards a change in variable interest rates amounting to +20% –20% (2023: +/-20%). The changes in interest rates are estimated to be logical in relation to the current market conditions and until now they have been consistent with the previous year.

	2024		2023
	20%	-20%	20%	-20%
Net earnings after income tax (from interest bearing liabilities)	(1,951)	1,951	(4,425)	4,425
Net earnings after income tax (from interest earning assets)	1,115	(1,115)	3,096	(3,096)

The Group is not exposed to other interest rate risks.

2)Risks arising from existing financial conditions prevailing in Greece and from the global economy

In 2024, the Greek economy continued its growth trajectory, having increased its GDP by 2.3%, driven mainly by the increase in investments, the rise in private consumption as a result of increased household income, as well as the reduction in unemployment. The momentum in tourism continued, leading to an increase in exports in the services segment; however, the rising domestic demand led to higher imports, with the balance remaining negative. It is noted that the Greek economy moved at a pace higher than the European Union.

To date, with the current estimates of the continuation of the energy crisis with reduced intensity in terms of duration, but with increased intensity of hostilities in Ukraine and the Middle East, as well as with the contradictory solutions proposed by the U.S., a likely resolution does not appear imminent.

At the same time, with the indicative decisions for tariff impositions by the U.S.A., for each individual country, have created negative conditions in the global economy and by extension in the Greek economy, should they ultimately be enforced.

The harmonized inflation rate for 2024 stood at 3.0%, with no further reduction in sight due to increased rental prices, food items and extraordinary events (e.g., severe weather, etc.) that create supply issues for goods and services.

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At the same time, at the Eurozone level, decisions on tariffs and the armament of each member state with weapon systems, following the decisions of the USA, will result in a reduction of the disposable incomes of its residents.

With regard to the Greek economy, apart from the above, there are additional causes of uncertainty that need to be resolved to positively contribute to achieving the objective of further growth of the Greek economy, which are mentioned below:

•Strengthening competitiveness, so that the economy becomes export-oriented and addresses the current account deficit.

•Accelerating the reduction of the public debt ratio.

•Reducing high bank lending rates, which leads borrowers to face difficulties in repaying installments of their mortgage loans for the first residence and the agricultural land.

•Stabilizing the prices of consumer goods, which reduces the real disposable income and household purchasing power and deprives the ability to create savings for future investment.

•Increasing disposable income for citizens through real wage increases.

•Utilizing Recovery Fund resources by executing projects and reforms undertaken by the Government.

•Reforming the justice system to reduce the time for issuing decisions

•Overcoming bureaucratic issues in Public Administration to become more functional and capable of making necessary plans, including for emergency situations (natural disasters, fires, climate changes).

Despite the new conditions that have arisen due to the geopolitical developments, the contradictory decisions of the United States on the major problems (Ukraine, Middle East, equipment) and inflationary pressures, and given that the Group does not have any meaningful activity in Russia, Ukraine and the Middle East, the outlook for the Group remains positive in the medium term and long term due to the following factors: a) The occupied investment - even without the full upgrade by a specific rating agency, regarding the creditworthiness of the Greek economy, which entails more inflows of investment capital with favorable lending terms required for investments, b) Investments with long-term yields in the form of Concessions and PPPs, c) Significant signed and pending construction contracts for execution, d) The increase in the share of electricity generated in the Greek economy using natural gas as fuel, as well as the market share in electricity trading and e) the increase in energy storage capacity.

3)Other Risks and Uncertainties

Backlog of the construction contracts

The backlog of the construction contracts does not necessarily constitute an indication of future revenues from the Group's operations in this segment. Although the backlog of these contracts represents projects that are considered certain, no guarantee can be given that cancellations or adjustments will not be performed.

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The backlog of the Group's construction contracts may fluctuate in connection with the delays in the project’s implementation and/or receivables or inability to fulfill contractual obligations.

Climate change risk

The increase in the average temperature of the planet has caused a series of extreme natural phenomena (disastrous floods, extreme natural phenomena, but also large-scale wildfires from prolonged drought, as well as damage to the primary food production sector).

The risks arising from the effects of climate change and the transition to a low-carbon economy are expected to affect most, if not all, business entities in matters related to their sustainability.

The Group owns and operates in Greece three major highways and has signed contracts for two other highways which it will operate in the future, where the effects of climate change in recent years consist of intense weather phenomena and long-term natural turnarounds.

Taking into account the extreme natural phenomena that have occurred in recent years, the Group takes all necessary measures to eliminate or minimize the problems that may arise, in addition to insurance coverage for the risks that are insurable.

Cyber Security risk

Potential violations in the security of networks, information and operating systems threaten the integrity of the Group's data, sensitive information, as well as the smooth operation of its business activities. Such a breach could adversely affect the Group's reputation and competitive position. Also, a possible occurrence of damages, release of fines or loss of business (including restoration costs) could have a significant negative impact on our financial position and operating results. In addition, managing cybersecurity breaches may require a significant investment of time by the management.

In order to avoid the Cyber Security risks, GEK TERNA Group has established and implements Cyber Security Policies and Procedures, with which all the executives and the external collaborators of the Group must comply. In cases where it is deemed necessary, the IT Department provides additional instructions and guidance.

The Group is in continuous cooperation with companies providing specialized Cybersecurity services, as well as with experienced consultants in the field, in order to provide full technical and organizational coverage in the field of Cybersecurity.

E. Outlook and Prospects

GEK TERNA – the parent company of the Group (www.gekterna.com) is listed on Athens Stock Exchange (FTSE / Athex Large Cap / Athex ESG) and comprises one of the largest business groups in Greece, with selective presence in Central and Southeastern Europe as well as in Middle East.

GEK TERNA Group with a Turnover of 3,249.9 mn euros is active in the following segments:

a) infrastructure, b) the production of electricity with natural gas fuel and the trade of electricity and natural gas, c) the construction and operation of the Concessions, as well as the construction and joint operation co-financed projects (PPPs) and waste management projects, d) real estate management and sale of properties and e) mining activities.

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GEK TERNA Group in the field of construction activities has a backlog of works to third parties, which on 31.12.2024 amounted to 4.1 bn euros proximately. Furthermore, the Group expects to sign contracts for new projects for which it has been prequalified, amounting to 2.8 bn euros, of which 1 bn euros concern the execution of public projects, 1 bn euros concern the execution of private projects and 0,8 bn euros concern projects related to Group investments (such as Egnatia, IRC Hellinikon, etc.). Through its subsidiary TERNA, the Group also carries out targeted acquisitions of companies as part of its strategy to strengthen and further specialize its construction activities.

In the field of energy production using natural gas as fuel, the Group owns and operates one (1) unit with a total installed capacity of 435 MW, while it participates in the construction and is expected to operate one (1) unit of 877 MW at the end of the first half of 2025, with a 50% stake. In the electricity supply sector, the Group holds a market share of 11.4% in the Greek market, while at the same time, it engages in electricity trading both domestically and internationally.

In the field of Concessions, the Group continues to implement its strategic plan through new significant investments in 2024. Specifically, the acquisition of the right to operate the Motorway Concession of NEA ATTIKI ODOS CONCESSION SOCIETE ANONYME, the additional 3.48% stake acquired in the Motorway Concession OLYMPIA ODOS CONCESSION SOCIETE ANONYME and the acquisition of an additional 55% stake in the company SARISA SUB-CONCESSION S.A. confirm the Group Management's commitment to the importance of the Concessions sector within its development strategy.

Furthermore, these transactions reinforce the Group’s growth plan through the acquisition of companies such as AEIFORIKI EPIRUS M.A.E.E.S., which operates the Waste Treatment Plant of Epirus, PERIVALLONTIKI PELOPONNISOU S.M.S.A. which is implementing the PPP project "INTEGRATED WASTE MANAGEMENT OF PELOPONNESE REGION", 35% in the Societe Anonyme company HELLAS SMARTICKET S.A. for the provision of electronic ticketing services, 70% in the joint venture TERNA ENERGY – INDIGITAL – AMCO for the project " DIGITAL TRANSFORMATION, TELEMATICS AND THE UNIFIED AUTOMATED COLLECTION SYSTEM FOR THESSALONIKI (ACST)", in the context of the TERNA ENERGY sale transaction concerning the transfer of Non-Core Assets.

Finally, the Group is active in the management and sale of real estate, owning commercial properties with a total estimated value of approximately 130 mn euros, as well as in the field of industry/quarry through the extraction and processing of magnesite, as well as the production of aggregates.

For its existing activities in 2024, the Group employed more than 5,419 employees on international level.

The total investments in the current period amounted to 3.4 bn euros, with the main recipient being the concessions sector. In recent years, investments have exceeded 6.2 bn euros, actively supporting the Greek economy, but also the country's banking system, constantly maintaining all the Group's assets from operations in Greece in Greek banks.

Despite the prevailing uncertainties in the global economy due to geopolitical developments and the contradictory decisions by the U.S. regarding the imposition of tariffs, the outlook for the Greek economy remains positive in the medium term, in view of a number of conditions that could facilitate the change in the pattern of economic growth, which is expected in turn to derive from investment spending to an even greater extent.

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In this changing economic and geopolitical environment, GEK TERNA Group, which is one of the most important Greek corporate groups and holds a leading position in the fields of infrastructure, clean energy, electricity production and concessions, implements and expands its investment plan (mainly in the segments of Concessions – Self/Co-financed projects and Infrastructure), as its capital structure remains strong while the Group continues to have a selective presence in countries outside Greece. Furthermore, the Group has practically demonstrated during the last years its ability to expand and further solidify its market position.

It is worth noting, however, that the boost of investment activity in the segments in which GEK TERNA Group operates (such as in RES, Concessions, Constructions and Infrastructure) constitute a priority for both the Greek State and the European Union. Infrastructure projects, through their higher multiplier effect, contribute significantly to the increase in GDP and to the strengthening of employment.

In 2025, GEK TERNA Group will continue to implement its strategy for continuous development in the Greek and international markets in the fields of infrastructure, production, supply and trading of electricity and natural gas, in the concessions segment and in the construction segment. The objective is to maintain its leading position in the Greek market and to pursue its sustainable development in the international markets, in order to achieve a satisfactory diversification of corporate risk and to maintain return on equity at satisfactory levels.

The Group's investment plan continues intensively in all areas of its activity (infrastructure, concessions - PPPs, energy production and storage, circular economy - environmental projects), with the total investments planned or in which the Group participates, in the medium term, expected to exceed the value of 10 bn euros.

With the investments that are in progress and those that will follow, GEK TERNA Group creates thousands of well-paid jobs, giving the opportunity to the Greek scientific workforce, to our young men and women to live with dignity and optimism for the future in their homeland, but also to those who left we provide the incentive to gradually return back to the country.

The prospects for achieving the targets of 2025 and beyond are positive, given that:

In the Construction Operating Segment:

TERNA S.A., the construction arm and 100% subsidiary of GEK TERNA, is the largest construction company in Greece in executing a wide range of large and complex public and private projects, of high budgets and complex know‐how, such as construction of motorways and rail networks, buildings, hospitals, museums, industrial facilities, hydroelectric projects, dams, power plants, etc.

The prospects for the coming years are in favor of improving the financial performance of this operating segment, while the backlog of construction work is maintained at high levels, amounting to 4.1 bn euros on 31.12.2024 with third-party contracts. The above backlog does not include approximately 2.8 bn euros in new construction contracts for projects where the Group has already been declared the contractor or preferred investor and is awaiting their signing.

In addition, the prospects of the construction sector in Greece are particularly positive, as in the coming years the budget of the new projects expected to be auctioned will exceed the level of 8-10 bn euros, of which a significant part is estimated to be executed by the Group.

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It should be noted that the execution of the above projects will deliver significant positive multiplier results to the Greek Economy.

The Group, with the consistency and the high sense of corporate social responsibility that distinguishes its actions for years now, will remain a leader in the construction sector and will seek to increase the financial size of the particular market segment, while generating satisfactory earnings to the benefit of its shareholders.

Operational Segment of Production & Trading of Electricity from Thermal Energy Sources

The GEK TERNA Group is active in the Production, Supply and Trading of Electricity and Natural Gas, mainly through its subsidiary HERON ENERGY S.A., where it is the sole 100% shareholder. Its vertical presence is a key factor in mitigating market-related risks, while at the same time enabling it to take advantage of opportunities that arise at various levels. At the same time, it seeks new opportunities to increase or diversify its production capacity in Greece or abroad.

In the Electricity Production Sector, the Group participates in the market through its combined cycle gas turbine power plant with an installed capacity of 435 MW.

Furthermore, the GEK TERNA Group and the MOTOR OIL Group continue the joint development, construction, and operation of the new state-of-the-art Combined Cycle Gas Turbine Station with a fuel capacity of 877 MW in the Komotini Industrial Area, through the company THERMOELECTRIC KOMOTINIS S.A., with each holding a 50% stake.

At the same time, GEK TERNA Group and MOTOR OIL Group, through their participation in the company KOMOTINI THERMOELECTRIC S.A. (with a percentage of 50% each), continue the joint development, construction, and operation of the new state-of-the-art Combined Cycle Gas Turbine Station with natural gas as fuel aiming at an installed gross capacity of 877 MW in the Industrial Area of Komotini, Greece.

The technology of the main equipment that has been selected for the Station is the most modern one and will lead to very high degrees of overall net efficiency. The amount of the investment is estimated at approximately 375 mn euros and has created around 500 jobs during the construction period and about 80 jobs during the operating period. Construction of the new unit has been completed, with the trial operation period soon to be concluded. The station is expected to commence commercial operation by the end of the first half of 2025.

The Group, through its subsidiary HERON ENERGY S.A., utilizing its know-how in energy production from the operation of factories via the use of natural gas, continues to operate the production units, based on the principle of cost benefit from this activity.

In the area of Electricity Distribution to final consumers, the stabilization of electricity and natural gas prices in 2024 has helped HERON ENERGY S.A. to consolidate its already strong position among independent suppliers. Amidst strong competition, HERON ENERGY S.A. managed to fully cope with the difficult market conditions, even increasing its market share to 11.4% compared to 2023, resulting in it continuing to be among the top two independent suppliers in the domestic market.

It should be noted that the risk of large sales contracts with a time horizon of more than one month is ensured through future contracts for the purchase and sale of electricity and natural gas, in order to minimize the risk of changes in the cost of buying and selling energy. The existing experience in

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handling electricity and gas trading ensures the Group's positive outlook for the operating segment of Electricity Production from Thermal Energy Sources.

In the Concessions – Self/Co- Financed Projects Operating Segment:

The Group has a dominant presence in the financing, construction, maintenance and operation of Concessions – Self / Co-financed projects. The ever-expanding portfolio of concession projects and PPPs, as analyzed below, makes GEK TERNA Group one of the most important concession portfolio managers at European level.

The Group participates in the Concessions – Self/Co-financed projects Operating Segment:

➢with a percentage of 100% in the motorway Concessions NEA ODOS CONCESSION SOCIETE ANONYME and CENTRAL GREECE MOTORWAY CONCESSION SOCIETE ANONYME with the Greek State as the counterparty and a remaining operation period of 13 years,

➢with a percentage of 100% in the NEA ATTIKI ODOS CONCESSION SOCIETE ANONYME, which concerns the concession agreement regarding the exploitation of the ATTIKI ODOS motorway for a period of 25 years, with the Greek State and the Hellenic Republic Asset Development Fund (HRADF) as contracting parties,

➢with a percentage of 75% in the NEA EGNATIA ODOS CONCESSION SOCIETE ANONYME, which concerns the concession agreement regarding the exploitation of the ENGATIA ODOS motorway, as well as the three (3) roads perpendicular to it, for a period of 35 years, with the Greek State and the Hellenic Republic Asset Development Fund (HRADF) as contracting parties,

➢with a percentage of 32.46% in the Concession Company of Kasteli Airport INTERNATIONAL AIRPORT HERAKLION CRETE SOCIETE ANONYME CONCESSION and a remaining operation period of 31 years,

➢with a percentage of 49% through the company IRC HELLINIKON S.A. in the construction, development and operation of: (a) a five (5) star hotel, (b) a conference and exhibition center, (c) an audience gathering place for sports and cultural events and (d) a casino area, with a concession duration of 30 years,

➢with a percentage of 55% through the company PASIFAI ODOS S.A. in the construction of the project "NORTHERN ROAD AXIS OF CRETE (NRAC): STUDY, CONSTRUCTION, FINANCING, OPERATION AND MAINTENANCE OF THE SECTION HERSONISSOS – NEAPOLI, WITH PPP". The remaining duration of the concession is 30 years, of which 4 years refer to the construction period and 26 years to the operation period,

➢with a percentage of 20.48% in the motorway Concession Company OLYMPIA ODOS SOCIETE ANONYME CONCESSION. The remaining duration of the Concession is 20 years,

➢with a percentage of 70% in the Electronic Ticket Service Provider Societe Anonyme - HELLAS SMARTICKET S.A., which undertook from the Athens Urban Transport Organization S.A., the Partnership Agreement for the “STUDY, FINANCING, INSTALLATION, OPERATIONAL SUPPORT, MAINTENANCE AND TECHNICAL MANAGEMENT OF A UNIFIED, AUTOMATIC TOLL COLLECTION SYSTEM FOR THE AUTO GROUP OF COMPANIES BASED ON A PPP SCHEME”. The term of the concession has been set at 10 years after the construction period,

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➢with a percentage of 90% through the company SARISA SUBCONCESSION S.A. for the right to use, maintain, operate and exploit a multi-purpose station, in a part of the Philip II port of ORGANISATION KAVALA PORT S.A. The remaining duration of the Concession is 39 years,

➢with a percentage of 100% in PERIVALLONTIKI OF PELOPONNISOU S.M.S.A, which has undertaken in the Peloponnese Region the construction of PPP project "INTEGRATED WAST MANAGEMENT OF PELOPONNESE", where in 2023 the Integrated Management Unit of Arcadia, the Waste Transfer Stations of Argolida and Corinthia and the Transitional Management Units of Messinia and Laconia were put into commercial operation. The remaining duration of the Concession is 24 years,

➢with a percentage of 100% in the company AEIFORIKI EPIRUS S.M.S.A.S.P., which is active in the operation of the Waste Management Unit of Epirus with a maximum annual capacity of 105,000tn, the operation of which started on 27.03.2019. The duration of the Concession has been set for 19 years and

➢with a percentage of 70% in the Joint Venture TERNA ENERGY - INDIGITAL - AMCO with which it signed a contract for the project "DIGITAL TRANSFORMATION, TELEMATICS AND THE UNIFIED AUTOMATED COLLECTION SYSTEM FOR THESSALONIKI (ACST)".

Within 2024, the Group:

➢was declared as the temporary Contractor in the tender for the concession project "STUDY, CONSTRUCTION, FINANCING, OPERATION AND MAINTENANCE OF THE NORTHERN ROAD AXIS OF CRETE (NRAC) IN THE CHANIA – HERAKLION SECTION" where it is awaiting the signing of the Contract.

The total portfolio of motorway projects of GEK TERNA Group after the start of the operation of EGNATIA ODOS, including the concessions of the NRAC and ATTIKI ODOS, now exceeds 1,800 km. This is the largest motorway portfolio in the country and one of the largest in Europe, further enhancing the Group's ability to generate significant, stable and recurring returns over time.

Finally, the Group's business activity in the Car Parking Station Management and Operation Segment will continue in the following years, and the number of car parking spaces attributed to the Group as a whole amounts to 2,171.

Apart from the above, at the same time the Management continues to pursue new investments for the expansion of the Group's business activity in Greece and abroad, by constantly monitoring the developments in the Greek economy, collaborating with financial agents and expert analysts of the international markets.

The Group confirms its strategic decision to invest dynamically in the Concessions segment and in the fields of PPPs, while creating satisfactory earnings and returns for its shareholders.

Taking into consideration the above, the prospects of the concessions segment of GEK TERNA Group for the year 2025 and for the following years are positive, despite the difficult period that the global economy is going through.

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In the Real Estate Operating Segment:

GEK TERNA Group, maintaining an important position in the management and sale of real estate assets, holds a broad portfolio of value of 130 mn euros in Greece, Bulgaria and Romania that includes owner-occupied properties, shopping centers, industrial parks, leisure parks, hotels, plots and lands in tourist destinations. Plots make up 80% of the portfolio and are strategically located in different areas.

Specifically, the Real Estate and Holdings Division of the Group in 2024 proceeded with:

(a) restructuring the Group's real estate portfolio by utilizing the urban mature properties for sale (e.g., plot in Psyrri, Corfu)

(b) redesigning the uses of properties that have completed their revenue cycle (Ioannina, Volos), aiming to achieve maximum revenue from each investment,

(c) planning new developments, such as Argolic Riviera and

(d) commercial utilization of properties that have or will come into the Group through concession contracts.

Furthermore, the utilization of selected plots from the portfolio is being considered, aiming at high value-added investments. At the same time, some of the plots are in the process of being sold as they are, responding to current market conditions and aligning with the Group's broader strategic plan for efficient portfolio management and enhancement of its financial performance.

In the Quarry/Industry Operating Segment:

The Group, through its 100% subsidiary TERNA MAG S.A. (via mining licenses and concessions it holds), is active in the extraction and processing of magnesite, as well as its industrial processing for the production of caustic and refractory magnesia products of various qualities and chemical characteristics. Following the actions undertaken during the last two months of 2024, the Group is in continuous evaluation of how and to what extent it can best leverage the investments it has made to date in this particular operational sector.

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 Group utilizes Alternative Performance Measurement Indicators ("APMI") in its financial, operational, and strategic planning decisions, as well as in evaluating and publishing its performance. These APMI serves to better understand the Group’s financial and operating results as well as its financial position. Alternative indicators should always be considered in conjunction with the financial results prepared in accordance with IFRSs and in no case should they replace them.

The following indicators are used when describing the Group's performance by segment:

A. ‘’Net Debt/(Surplus)’’

It is a ratio, through which the Group’s Management assesses the cash position of an operating segment at any given time. The ratio is defined as total loan liabilities and bank leases less cash and

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cash equivalents. If restricted deposits are excluded from the aforementioned ratio, (note 20) and grants to be repaid (note 30), are added, then the item of "Adjusted Net Debt/(Surplus)" will arise.

The ratio for the financial years 2024 and 2023 is as follows:


	GROUP
	31.12.2024	31.12.2023
Long-term loans and Long term liabilities payable during the next financial year (Note , 24)	4,667,852	2,909,958
Liabilities from bank leases (Note , 25)	58,841	44,680
Short-term loans (Note 24)	139,883	107,699
Total bank debt (Note6)	4,866,576	3,062,337

Less: Cash and cash equivalents (Note 23)	(1,517,445)	(1,310,649)
Net Debt / (Surplus) (Note6)	3,349,131	1,751,688
Less: Blocked bank deposit accounts (Note 6, 20)	(90,637)	(146,133)
Adjusted Net Debt / (Surplus) (Note 6)	3,258,494	1,605,555

B. “Bank Debt to Total Capital Employed”

It is a ratio, based on which the Management assesses the Group's financial leverage. “Total bank debt” is defined as the sum of Short-Term Loans, Long Term Loans, Bank lease liabilities and Long term liabilities payable during the next financial year. The “Total Capital Employed” is defined as the sum of Total Equity, Total bank debt and Equity investments, the state grants minus the amount of cash and cash equivalents which are not subject to any limitation in use or to any commitment.

The ratio for the financial years 2024 and 2023 is as follows:

	GROUP
	31.12.2024	31.12.2023
Total bank debt (Note6) (a)	4,866,576	3,062,337
Total equity	1,772,221	1,276,622
Grants (Note28)	9,007	171,648
Sub total (b)	6,647,804	4,510,607
Less:
Cash and cash equivalents (Note 23)	(1,517,445)	(1,310,649)
Blocked bank deposit accounts (Note 6, 20)	(90,637)	(146,133)
Sub total (c)	(1,608,082)	(1,456,782)

Total Capital Employed (b+c)=(d)	5,039,722	3,053,825

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Total Bank Debt / Total Capital Employed (a)/(d)

96.56%

100.28%

C. EBITDA (Earnings before Interest Taxes Depreciation and Amortization)

It is a ratio based on which the Management of the Group assesses the operational performance of an operating segment. "EBITDA" is defined as Earnings before Interest and Taxes (EBIT), plus depreciation and amortization, less any equity‐based grants as presented in the accompanying financial statements.

D. Adjusted EBITDA (Adjusted Earnings before Interest Tax Depreciation and Amortization)

"Adjusted EBITDA" is defined as EBITDA, plus any non‐cash items (see note below the table of Business Segments).

E. EBIT (Earnings before Interest and Taxes)

Earnings before Interest and Taxes (EBIT) is defined as the Gross Profit less Administrative and Distribution Expenses, less Research and Development Expenses, plus/less Other Revenues/(Expenses) EBIT determinants. Other Revenues/ (expenses) EBIT determinants are defined as Other Revenues/(Expenses) apart from the items of Foreign Currency Valuation Differences and Impairments/ (Reversals of Impairments) of fixed, intangible assets, right of use assets and goodwill as presented in Note 38.

EBITDA and Adjusted EBITDA ratios in the years 2024 and 2023, per operating segment and as a total are presented below as follows:

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Operational segments 31.12.2024	Constructions	Electricity from thermal energy and EP/NG trading	Real Estate	Mining / Industry	Concessions	Holdings	Eliminations on consolidation	Total

Gross profit	132,108	97,094	(293)	4,135	120,984	(380)	(16,496)	337,152
Administrative and distribution expenses	(29,353)	(32,698)	(632)	(5,090)	(13,938)	(31,717)	3,028	(110,400)
Research and development expenses	(1,481)	0	0	(306)	0	(5,104)	0	(6,891)
Other income/(expenses) attributable to EΒΙΤ	(1,213)	(10,673)	4,698	(9,213)	(10,147)	281	383	(25,884)
Results (EBIT)	100,061	53,723	3,773	(10,474)	96,899	(36,920)	(13,085)	193,977

Net depreciation	21,669	26,891	463	4,559	69,250	356	(918)	122,270
EBITDA	121,730	80,614	4,236	(5,915)	166,149	(36,564)	(14,003)	316,247

Non cash results	7,882	16,930	(4,533)	9,246	39,150	19,037	0	87,712
Adjusted EBITDA	129,612	97,544	(297)	3,331	205,299	(17,527)	(14,003)	403,958

Adjustments to non-cash results for the year 2024 relate to provisions for staff compensation of 2,027, an expense recognized from the valuation of Share-based Payments of 25,293, valuation gain of investment properties of 1,894, provisions for heavy maintenance of 38,458, provisions for impairment of receivables of 18,328 and impairment loss on inventories, other provisions and earnings from elimination of liabilities for an amount of 5,500.

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Operational segments 31.12.2023*	Constructions	Electricity from thermal energy and EP/NG trading	Real Estate	Mining / Industry	Concessions	Holdings	Eliminations on consolidation	Total

Gross profit	144,231	129,230	129	3,231	69,532	(1,292)	(9,265)	335,796
Administrative and distribution expenses	(21,365)	(28,052)	(616)	(5,017)	(8,978)	(11,443)	(118)	(75,589)
Research and development expenses	(1,826)	0	0	(276)	(1)	(4,398)	8	(6,493)
Other income/(expenses) attributable to EΒΙΤ	(5,870)	(12,270)	7,748	(885)	18,419	133	6,746	14,022
Results (EBIT)	115,170	88,908	7,261	(2,947)	78,972	(17,000)	(2,629)	267,736

Net depreciation	16,565	28,814	698	4,100	44,752	799	(1,312)	94,416
EBITDA	131,735	117,722	7,960	1,153	123,724	(16,201)	(3,941)	362,151

Non cash results	1,106	14,083	(7,728)	95	41,062	1,489	0	50,107
Adjusted EBITDA	132,841	131,805	232	1,248	164,786	(14,712)	(3,941)	412,258

*The figures for the comparative period 01.01-31.12.2023 were adjusted in order to separate continuing and discontinued operations (see Note 7.1), in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations".

Adjustments to non-cash results for the year 2023 relate to provisions for staff compensation of 1,034, an expense recognized from the valuation of Share-based Payments of 1,731, valuation gain of investment properties of 7,646, provisions for heavy maintenance of 40,585, provisions for impairment of receivables of 14,602 and income from reversal of provisions for impairment of inventories, other provisions, and earnings from elimination of liabilities amounting to minus 199.

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G. Report of Payments to Governments

In accordance with the provisions of article 6 of Law 3556/2007 as effective, the Group, due to the mining activity of quarry products of its subsidiaries TERNA and TERNA MAG S.A., paid to the Greek Government during the year ended 31.12.2024, an amount of 196 thousand euros.

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H. Sustainability Statement

1.General Disclosures

1.1Basis for preparation

1.1.1General basis for preparation of sustainability statements [ΒP-1]

The Sustainability Statement for the fiscal year 2024 has been prepared on a consolidated basis for GEK TERNA Group, with the scope of consolidation aligning with the scope of the financial statements. The subsidiaries included in the consolidation are exempt from the individual sustainability statement according to Articles 19a(9) and 29a(8) of Directive 2013/34/EU, as no subsidiary is exempt from consolidated sustainability reporting1.

To ensure alignment with the requirements of the ESRS standards, the sustainability statement includes information from the value chain (upstream and downstream) and all activities of the Group's operating sectors, as mentioned in the relevant chapter of the financial statements. Additionally, policies, actions, and goals extend to both upstream and downstream value chain. Finally, when disclosing quantitative data, the Group considers information from the upstream and downstream value chain, provided it is feasible based on the availability of data directly from the value chain participants. If direct data is not available, the information is based on estimates or approximations.

In preparing this statement, the option to omit any relevant information pertaining to intellectual property, know-how, or innovation results in accordance with ESRS 1, section 7.7 has been utilized. GEK TERNA Group, based in Greece, an EU member state, utilizes the option to exempt from disclosing future developments or matters under negotiation, as specified in Articles 19 and 29 of Directive 2013/34/EU.

The Sustainability Statement provides a detailed description of the Group's approach to issues considered significant, based on the results of the Double Materiality Assessment, which is aligned with ESRS standards.

1.1.2Disclosures in relation to specific circumstances [BP-2]

Time horizons

GEK TERNA Group utilizes the following time periods, as defined in section 6.4 Definition of short-term, medium-term, and long-term periods for reporting purposes, specifically:

▪Short-term time horizon: The period adopted by the Group as the reporting period in the financial statements.

▪Medium-term time horizon: From the end of the short-term reporting period up to 5 years.

▪Long-term time horizon: More than 5 years.

1 The information about TERNA ENERGY S.A. is included in this statement as of the date it was part of GEK TERNA Group (30.11.2024).

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Value chain estimation, sources of estimation and outcome uncertainty

The table below presents the indicators that were calculated based on data from the upstream and/or downstream value chain, estimated using indirect sources. The indicators, the basis for their preparation, the level of accuracy, and the planned actions to improve accuracy in the future are described below:

Topic

Indicator

Basis for preparation

Resulting level of accuracy

Planned actions to improve the accuracy in the future

ESRS E1 – Climate Change

Gross Scope 3 Greenhouse Gas Emissions

Spend-based method

In calculating Scope 3 emissions, certain factors may lead to uncertainty in the results. The absence of primary data in various Scope 3 categories, due to its unavailability, means that calculations often depend heavily on secondary data and emission factors from general sources. This reliance can lead to discrepancies between actual emissions and the estimated figures recorded.

Supplier awareness and education for using supplier-specific activity data

For cases where measurements include data from the upstream and/or downstream value chain estimated using indirect sources, this is noted in the relevant section. The description covers the defined measurements, the basis for preparation, and the outcomes concerning accuracy levels.

Regarding the sources used for these estimates and the associated uncertainty, the Group specifies the assumptions made and provides information about the sources of uncertainty for the relevant quantitative measurements and/or monetary amounts.

Changes in the preparation or presentation of sustainability information

The current Sustainability Statement marks the first publication of sustainability information by GEK TERNA Group, in alignment with the European Sustainability Reporting Standards (ESRS), as mandated by the Corporate Sustainability Reporting Directive (CSRD) and Law 5164/2024. As this marks the Group's initial disclosure under the CSRD legislation, and in line with the transitional provisions for the first year of reporting, comparative data or changes from previous years are not included.

Disclosures resulting from other legislation or generally accepted sustainability reporting statements

The statement includes information from additional reporting standards, specifically the GRI Standards. Appropriate referencing of the relevant reports has been incorporated into the respective paragraphs.

Integration of information through referencing

To meet the requirements, information has been integrated by reference, which is summarized in the following list of ESRS requirements.

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ESRS	Disclosure requirement	Disclosure
GOV-1	The role of the administrative, supervisory and management bodies	Corporate Governance Statement

1.2Governance

1.2.1The role of the administrative, management and supervisory bodies [ESRS 2 GOV-1]

The Board of Directors (BoD) consists of 15 members, of which 7 are executive and 8 are non-executive. The BoD members possess significant experience in the sectors, products, and geographical locations of the Group. Female representation on the BoD stands at 20%, while male representation is 80%. Among the BoD members, 27% are independent, specifically referring to the independent non-executive members.

To ensure the effective execution of the Board of Directors' duties and the implementation of a responsible business model, seven (7) committees have been established. These committees serve in advisory and consultative capacities, significantly contributing to the decision-making process.

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Members		Executive Committee	Nominations and Remuneration Committee	Audit Committee	Investment Committee	Strategic Planning Committee	Regulatory Compliance Committee	ESG Committee (Environment, Social, Governance)	Gender	Nationality
Members of the Committees who are members of the Board of Directors
Peristeris Georgios	Chairman and Chief Executive Officer	Chairman				Chairman			Male	Greek
Capralos Spiridon	Vice Chairman of the Board, Independent Non-Executive Member, Senior Independent Director		Chairman	Chairman		Members			Male	Greek
Tamvakakis Apostolos	Vice Chairman of the Board, Non-Executive Member		Members	Members	Members	Members			Male	Greek
Gourzis Mihail	Executive Member								Male	Greek
Lazaridou Penelope	Managing Director, Executive Member	Members			Members			Members	Female	Greek
Benopoulos Aggelos	Managing Director, Executive Member	Members							Male	Greek
Souretis Petros	Managing Director, Executive Member	Members			Members				Male	Greek

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Members		Executive Committee	Nominations and Remuneration Committee	Audit Committee	Investment Committee	Strategic Planning Committee	Regulatory Compliance Committee	ESG Committee (Environment, Social, Governance)	Gender	Nationality
Lamprou Konstantinos	Executive Member							Members	Male	Greek
Moustakas Emmanuel	Executive Member	Members			Members	Members			Male	Greek
Antonakos Dimitrios	Non-Executive Member						Members		Male	Greek
Afentoulis Dimitrios	Non-Executive Member					Members			Male	Greek
Apkarian Gagik	Independent Non-Executive Member								Male	Australian
Delikoura Aikaterini	Independent Non-Executive Member		Member				Member	Member	Female	Greek
Skordas Athanasios	Independent Non-Executive Member		Member	Member			Chairman		Male	Greek
Staikou Sophia	Independent Non-Executive Member		Member					Chairman	Female	Greek

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Members		Executive Committee	Nominations and Remuneration Committee	Audit Committee	Investment Committee	Strategic Planning Committee	Regulatory Compliance Committee	ESG Committee (Environment, Social, Governance)	Gender	Nationality
Other members of the Committees who are not members of the Board of Directors
Tagmatarhis Aggelos	-			Member					Male	Greek
Perdikaris George	-	Member			Chairman	Member			Male	Greek
Hatziarseniou Dimitra	-						Member	Member	Female	Greek
Total number of BoD members	15	6	5	4	5	6	4	15

Additional details regarding the responsibilities of the administrative, supervisory and management bodies are included in the Internal Rules of Operation, which are available on the Group's website.

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Peristeris George - Chairman and Chief Executive Officer, Executive Member

George Peristeriswas born in Athens in 1957. In 1980, he earned his degree in Civil Engineering from the National Technical University of Athens (NTUA). His professional career at TERNA S.A. began in 1981.

From 1982 to 1984, he served as the Construction Director for major hydraulic and railway projects. Since 1984, he has held the positions of Chairman and CEO of TERNA S.A. Starting in 1997, he expanded his business activities into the field of Renewable Energy Sources (RES) through TERNA ENERGY.

Additionally, from 2000 to the present, he has been the President of the Hellenic Association of Electricity Producers from Renewable Energy Sources (HAEPRAS). He is also a board member of the Hellenic Federation of Enterprises (SEV).

Capralos Spyros - Vice Chairman of the Board, Independent Non-Executive Member, Lead Independent Director

Spyros Capralos studied Economics at the University of Athens and obtained a Master’s degree in Business Administration (MBA) from INSEAD in France. He is fluent in English, French, and Italian. He is the Chairman of the shipping company STAR BULK CARRIERS and the Chairman of the Board of Directors of EUROCLINIC.

He has previously served as the Chairman of the Athens Stock Exchange and CEO of companies within the HELEX Group, President of the Federation of European Securities Exchanges, Deputy Governor of the National Bank of Greece, Vice President of BANKERS TRUST COMPANY, Chairman of ETEVA and the insurance company ASTIR, and CEO of OCEANBULK CONTAINERS, IPIROS S.A., and the Bank of Athens.

As an athlete, he competed with the National Water Polo Team in the Moscow 1980 and Los Angeles 1984 Olympic Games. He was also a Greek champion and Balkan swimming champion from 1969 to 1975.

In 2021, he was elected President of the European Olympic Committees and became a member of the International Olympic Committee in 2019. He has been the President of the Hellenic Olympic Committee (HOC) since 2009. He served as the Chairman of the Coordination Commission for the European Games in Baku (2015) and Minsk (2019), was a member of the HOC Plenary (1992-1996), and served as the Head of the Greek Delegation at the Atlanta Olympic Games.

Additionally, he was a Board Member and Executive Director of the Organizing Committee for the Athens 2004 Olympic Games and held the position of Deputy Chief Operating Officer for the Games. In March 2004, he was appointed Secretary General for the Olympic Games at the Ministry of Culture by the Prime Minister and was designated as City Manager during the Olympic Games.

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Tamvakakis Apostolos- Non-Executive Member, Vice –Chairman BoD

Apostolos Tamvakakis is a graduate of the Athens University of Economics and holds M.A. in Econometrics and Mathematical Economics from Canada.

He is the founder, Chairman & CEO of EOS Capital Partners S.A., the investment manager of the private equity fund "EOS Hellenic Renaissance Fund."

He has served as CEO of the National Bank of Greece, Independent Non-Executive Vice Chairman of the Board of Directors of Piraeus Bank, Chairman and CEO of LAMDA DEVELOPMENT, responsible for the strategic and business development of the Latsis Group in Geneva, Deputy Governor of the National Mortgage Bank and the National Bank of Greece.

He has also worked at MOBIL OIL HELLAS, the Investment Bank, and ABN AMRO Bank as Deputy General Manager. He has served on many boards and committees.

He is Vice Chairman of the Board of PLAISIO COMPUTERS, Vice Chairman of the Board of HELLENIC JUICES, member of the Board of EUROSEAS L.T.D., member of the Board of EURODRY L.T.D., member of the Board of MINERVA S.A., member of the Board of EUROCATERING S.A., member of the Board of ERGO Insurance, Chairman of the Regulations and Liquidations Committee of PQH Single Special Liquidation S.A., and member of the Marketing Committee of the Hellenic Olympic Committee.

Gourzis Michail - Executive BoD Member

Michail Gourzis was born in Lefkada in 1940. He holds a MEK D’ class degree fromAthens School of Engineering. He worked as a freelance contractor and builder of public works from 1969 to 1976.

In 1977, he joined the construction company TERNA, participating since then in numerous major infrastructure projects as the head of the construction sector.

Since 2002, he has been a Senior Executive and Executive Board Member of TERNA S.A. and GEK TERNA S.A.

Since 2011, he has served as the Executive Vice President of the GEK TERNA Group, and since 2019, he has held the position of Chairman of the Board at TERNA S.A. Additionally, he is a non-executive member of TERNA ENERGY S.A. and serves as the Vice President of TERNA LEFKOLITHI S.A., a company active in the mining sector. He has been involved in numerous Corporate Social Responsibility initiatives across Greece, addressing the needs of local communities in areas where major infrastructure projects are undertaken.

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Lazaridou Penelope - Executive Director, Executive BoD Member

Penelope Lazaridou is a graduate of the Athens University of Economics and Business (ASOE Department of Business Administration) and holds an M.Sc. in Finance from the University of Strathclyde (UK).

She has more than 25 years of experience in the banking sector, holding the position of General Manager in the areas of Corporate and Investment Banking for over 10 years. Concurrently – and within the framework of her above responsibilities – she has served (i) as Chairman of the Board in subsidiary companies and (ii) as an Executive Member in Senior Bank Committees.

Through these roles, she has contributed dynamically to the rapid development of the country's infrastructure and renewable energy sources.

In 2017, she joined GEK TERNA Group, assuming the position of General Manager of Financial Services with the main objective (i) to determine the financial strategy and (ii) to manage financial risks.

In December 2019, she was appointed Executive Member of the Board of Directors of GEK TERNA, and since July 2021, she has been serving as Executive Member and Managing Director of GEK TERNA.

She participates in the Boards of Directors of subsidiary companies of the GEK TERNA Group. Furthermore, she is a strong advocate for diversity and inclusion, both within the Group and beyond.

Internally, she contributes to these efforts through her role on the ESG Committee of the Board of Directors of GEK TERNA. Externally, she engages with international forums, serving as a member of WOMEN ON BOARD (WOB) at Harvard Business School and as a member of ICC Women Hellas, part of the International Chamber of Commerce.

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Benopoulos Angelos - Executive Director, Executive BoD Member

Angelos Benopoulos was born in Athens in 1958. As an entrepreneur, he has been active in the fields of construction, real estate, renewable energy, and business parks since 1995.

He possesses extensive experience in organizing and managing large companies, ensuring corporate governance, and handling corporate affairs. With an education from the National Technical University of Athens, he began his career at Archirodon before founding and serving as the president of the group DOMIKI ANAPTYXI (DOMIKI ANAPTYXI ABETE, ILIOCHORA S.A., DIKEVE S.A.).

In 1999, he acquired the public works company ERGODYNAMIKI S.A., which merged with the GEK and TERNA Group in 2002.

As a result of this merger, he has been a member of the senior management team of GEK TERNA Group since then. He served as Executive Director and Board Member of TERNA from 2002 and as Executive Vice President of GEK TERNA Group from 2011.

Since 2021, he has been a Board Executive Director and a member of the Executive Committee of GEK TERNA.

He holds executive responsibilities in central operations management, including Human Resources, Information Technology & Technology, Digital Transformation, and more.

He is appointed as the head of the Group IT Steering Committee and the Incident Management Body for the Business Continuity System.

He has served for many years as Corporate Secretary and a member of the Nominations, Remuneration, and ESG Committees.

From 2010 to 2018, he organized the renewable energy project licensing sector, achieving a landmark success with the licensing of the iconic wind farm on the islet of Ai Giorgis.

For a decade, he was a Board Member of the Center for European Constitutional Law (CECL).

Since 2008, he has been the president of the management body of the THESSALONIKI BUSINESS PARK.

Since 2018, he has been Vice President of the HELLENIC ASSOCIATION OF BUSINESS PARKS.

Since 2020, he has been an elected member of the General Council of the Hellenic Federation of Enterprises (SEV), participating in specialized steering committees and committees on corporate governance, spatial and urban planning, licensing, networks and infrastructure, logistics, and business parks. He has received honorary awards from the Ministry of Education, the Ministry of National Defense, and the Municipality of Athens.

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Souretis Petros- Executive Director, Executive BoD Member

Petros Souretis was born in Kavala in 1969. He studied Civil Engineering at the Aristotle University of Thessaloniki. He completed postgraduate studies (MSc) at City University of London in 1994 and since 2004, he holds an MBA from the Athens University of Economics and Business.

Until 2003, he was a senior executive of the HELLENIC TECHNODOMIKI-TEB Group. He served as CEO of INTRAKAT from 2003 to July 2022.

He is a member of the Board of INTRALOT S.A. Group from 2008 to 2019.

Since 2010, he has held the position of CEO of KEKROPS S.A. and from 2019-2022, he served as Vice Chairman of the Boards of ATHENS RESORT CASINO S.A. PARTICIPATIONS and HELLENIC CASINO S.A

At the same time, he held executive positions in subsidiary companies of the INTRACOM HOLDINGS Group until 2022, and from 2014 to 2020, he served as President of CHURCH’S REAL ESTATE DEVELOPMENT COMPANY S.A. of the Holy Archdiocese of Athens.

In 2022, he was elected Executive Member of the Board of GEK TERNA and in 2023, he was elected Managing Director of the Company.

Lamprou Konstantinos - Executive BoD Member

Konstantinos Lamprou was born in 1974 in Athens. He holds a postgraduate degree in Business Administration (M.S. in Business Administration), and has studied Journalism, as well as Public Relations & Management.

He has been working at the GEK TERNA Group since 2008 and holds the position of General Manager of Corporate Relations and Sustainable Development.

He has also served as Executive Director of the Group in Bulgaria (2009 – 2018) and he is a member of the Boards of subsidiary companies. From 2012 – 2014, he held the position of Vice President of the Hellenic Business Council in Bulgaria.

In the past, he collaborated as a communication consultant with the Greek Government, and for many years, he worked as a journalist in various media.

Moustakas Emmanuel - Executive BoD Member

Emmanuel Moustakas was born in Athens in 1974 and graduated from the School of Civil Engineering of NTUA in 1998.

He worked as a freelance professional in the study, supervision, and construction of private projects until 2003, when he began his collaboration with the Group (TERNA S.A.), initially as a construction engineer and later in project management positions.

Since 2005, he has been mainly active in the energy and concessions sectors. He is a member of the Boards of affiliated companies of GEK TERNA Group.

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Antonakos Dimitrios - Non-Executive Member

Dimitrios Antonakoswas born in Athens in 1952, graduated from Varvakeio High School and holds a degree in Surveying Engineering from the Polytechnic School of Thesaloniki (Aristoteleio) and Civil Engineering from NTUA, while holding a top-class (4th grade) degree based on the Greek Engineering Association.

His professional activity began at GEK S.A. in 1979, where he was a member of the Board of Directors from 1981, from 2000 to 2019, he was a member of the Board of Directors of TERNA S.A. (Chairman of the Board between 2011-2016), and since 2005, he has been the head of the Group's activities in the MENA region. Chronologically, his participation in the GEK TERNA Group:

From 1981 to 2004, executive member of the Board of Directors of GEK S.A.

From 2000 to 2019, executive member of the Board of Directors of TERNA. (Chairman of the Board 2011 – 2016).

From 2011 to 2015, he served as Executive Vice Chairman of the Board of Directors, and since 2015, he has been an Executive Member of the Board of Directors of GEK TERNA.

Since 2017, he has been responsible for Regulatory Compliance, and since 2019, he has also assumed the position of Chief Risk Officer of GEK TERNA Group.

At the same time, he has been a director or/and member of the Boards of numerous subsidiary and affiliated companies of GEK TERNA Group in Greece and abroad.

Afentoulis Dimitrios - Non-Executive Member

Dimitrios Afentoulisjoined the Latsis Group in 1993. Since November 2005, he has been a member of the Executive Board of the John S. Latsis Public Benefit Foundation, where he served as Secretary until March 2019.

From February 2012 to November 2016, he was a member of the Board of Directors of the National Bank of Greece and chaired the Corporate Governance and Nominations Committee of the Bank, while he was a member of the Audit, Strategy, and Human Resources and Remuneration Committees.

From early 2018 to July 2020, he served as a non-executive member of the Board of Directors of Lamda Development and a member of the Audit Committee of the company.

In July 2021, he was elected a non-executive member of the Board of Directors of GEK TERNA. He is also an independent & non-executive member of the Boards of companies of the VIVA Wallet group and is simultaneously the Chairman of the Audit Committee and the Risk Committee of the same group of companies.

He participates, in various capacities, in the Boards of companies and foundations in Greece and abroad. He holds the position of CEO of LATSCO Family Office, owned by the family of Mrs. Marianna I. Latsis. He studied Business Administration and Accounting at the Athens University of Economics and Business and holds a postgraduate degree in Business Administration (MBA) from Athens University of Economics and Business.

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Andreas Taprantzis - Independent Non-Executive Member

Andreas Taprantzis is the CEO of Avis since November 2014. He designed and completed the radical reorganization of the company with a view to its sale by PIRAEUS BANK. The transaction was completed in 2017 at 325 million euros (EV) and was one of the largest in the country.

He continued in the same position with the new shareholders, establishing AVIS at the top of the country's automotive market. Prior to his current position, he was the Managing Director of the HELLENIC REPUBLIC ASSET DEVELOPMENT FUND (HRADF) from its inception in August 2011 until November 2014.

He was responsible for the utilization of the state's private real estate assets, which included airports, ports, marinas, hotels, and large land areas. During his tenure, HRADF implemented contracts worth 12.5 billion euros, such as the contract for HELLINIKON, ASTIR VOULIAGMENI, and REGIONAL AIRPORTS, attracting multiple secondary investments.

In 2009, he assumed the role of COO and Managing Director of Retail Banking at the POSTAL SAVINGS BANK (PSB).

In December 2010, he assumed the role of Deputy CEO of T BANK (a subsidiary of PSB).

From 2005 to 2009, he was CEO of Hellenic Post (ELTA), while simultaneously being a member of the Board of Directors of the POSTAL SAVINGS BANK and Chairman of the AUDIT COMMITTEE.

During his tenure, ELTA was profitable with a turnover of over 600 million euros and annual profits of 50 million euros, as a result of radical reorganization and investments in new technologies. His work at ELTA has been internationally recognized.

In August 2008, he was elected by the 192 Postal Enterprises of the world as Chairman of the Postal Operations Council (POC) of the Universal Postal Union (UPU), a UN organization based in Bern, for the period 2008 to 2012.

From July 2019 to June 2021, he served as a member of the Board of Directors of ATTICA BANK, as well as Chairman of the Risk Management Committee.

From June 2021 to November 2024, he served as an independent non-executive member of the Board of Directors of TERNA ENERGY S.A.

Dr. Taprantzis holds a degree in Chemical Engineering (MSc) and a PhD from NTUA, in the field of automatic system regulation with artificial intelligence (AI) models. He holds an MBA and an AMP certificate from INSEAD.

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Delikoura Aikaterini - Independent Non-Executive Member

AikateriniDelikourais aC-level Banking Executive in Risk Management and Regulatory Compliance, with over 20 years of experience in the markets of Central and Southeastern Europe, the United Kingdom, the USA, Turkey, and Egypt.

She is General Manager at the Council of EUROPE DEVELOPMENT BANK, specializing in financing large state projects. She is a member of the Executive Committee, Risk, Compliance, Finance and ESG Committees.

She is a Central Investigator of Financial Crime, Fraud, Corruption, Business Ethics, and Chairman of the Personal Data Protection Committee.

She has served as Group International Risk Head at EFG EUROBANK Group, in the Foreign Network of Central and Eastern Europe, the United Kingdom, and Luxembourg, she was an EFG Representative at EBCI Vienna Initiative, member of the Board of Directors of EUROBANK TEKFEN AS, General Secretary of the EFG Group Risk Committee, and Chairman of the Risk Committees of subsidiary banks in Bulgaria, Serbia, Cyprus, and Turkey.

She has served as Group International Risk Head at PIRAEUS BANK GROUP, in the Foreign Network, member of the Acquisitions and Mergers team, and member of the Board of Directors of TIRANA LEASING S.A.

She has worked at ALPHA BANK as Senior Risk Officer at ABN AMRO BANK in the Corporate Risk Department.

She holds an MBA from ALBA Graduate Business School and a Law degree from the National and Kapodistrian University of Athens.

She is also a Certified Financial Investigator and Certified Data Protection Officer.

In 2019, she received the international award "Woman Chief Compliance Officer 2019, IFIs and Private Sector." She speaks English, French, Spanish, and Italian.

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Skordas Athanasios - Independent Non-Executive Member

Athanasios Skordasholds a degree from the Athens University of Economics and Business with a specialization in International Economic Relations.

He has been active in the field of private insurance and the financial sector. He was a General Manager at the Hellenic Association of Tugboat, Salvage, Anti-pollution, and Offshore Installation Owners and independent non-executive member of the Board of Directors of EPILOKTOS TEXTILE INDUSTRY S.A.

From 2015 to December 2019, he served as Chairman and CEO of the listed company SELONTA S.A. on the Athens Stock Exchange, where he successfully contributed to achieving the company's restructuring goals, absorbing third-party companies, and completing the sale process by systemic banks to the consortium AMERRA CAPITAL MANAGEMENT (US) – MUBADALA PRIVATE EQUITY (UAE).

He has served for two years as Deputy Minister of Development, Competitiveness, Infrastructure, Transport, and Networks with responsibility for Trade and Industry, General Secretary of the Ministries of Development, Economy, and Finance with responsibility for tax and customs issues, and General Secretary of the Region of Central Greece. He has been a lecturer at the Hellenic Institute of Insurance Studies and the Institute of Financial Studies.

He has been recognized for his social action and Corporate Social Responsibility activities, actively participating in the Boards of recognized associations, and among others, he was honored in 2019 with the gold award "Health & Safety Awards" and the award "Top Industrial Export Company."

Staikou Sophia - Independent Non-Executive Member

Sophia Staikoustudied Political Science at Panteion University and Industrial Psychology at the University of Sussex in England.

She worked at CITIBANK, the BANK OF GREECE, the Minister of Finance in the Government of National Unity (1974), and then at the office of the then Prime Minister Konstantinos Karamanlis.

From 1981, she worked at IONIAN BANK, in the Marketing and Public Relations Department, at the Press Office of the Ministry of Environment, Spatial Planning, and Public Works, and at the advertising company Solid Advertising.

From 1992 to 2000, she took over the Personnel, Promotion, and Communication Department of PIRAEUS BANK as General Manager, and from 2002 to 2018, she served as President of the Cultural Foundation of PIRAEUS BANK GROUP and Head of Corporate Responsibility of the Bank, implementing pioneering actions with a strong environmental and social footprint that later formed the basis for ESG criteria compliance.

Since 2019, she has been Vice Chairman of the Board of Directors of LYKTOS HOLDING and is involved in the Group's business activities, simultaneously with her appointment in 2020 as President of SEMELI WINERY. Since 2021, she has held the position of President and CEO of the same company.

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Experience, knowledge, and skills

The Board of Directors and the ESG Committee consist of members who have the essential skills and specialized knowledge needed to manage sustainability issues effectively. This ensures they can supervise and guide the Group's sustainability strategy proficiently. Members are assessed and selected based on their expertise in areas like environmental management, social responsibility, and corporate governance, as well as their capacity to incorporate ESG principles into business decision-making.

The Suitability Policy ensures that the Board of Directors has the necessary collective expertise to meet both medium-term and long-term sustainability objectives while also advancing the Group's strategic growth. Each Board member must adhere to defined individual and collective suitability standards. Moreover, the training policy for Board members and executives guarantees ongoing education for senior management and the ESG Committee on issues related to environmental, social, and governance matters.

Roles and responsibilities of relevant bodies/representatives regarding sustainability issues

To ensure an organized and standardized oversight process, a comprehensive governance framework has been developed. This framework includes clearly defined procedures, policies, and monitoring tools, as well as regular reports to the Board of Directors. The responsibilities and duties of each body or individual regarding sustainability related impacts, risks, and opportunities are documented in relevant policies. These include the Environmental, Social, and Corporate Governance (ESG) Policy, the Code of Ethics and Conduct, and the Internal Rules of Operations.

Board of Directors

The Board of Directors (BoD) plays a crucial role in overseeing the ESG strategy, setting goals related to significant impacts, risks, and opportunities through the analysis of the internal and external environment. The BoD ensures the allocation of necessary resources, including human, financial, and technological resources, and approves appropriate actions to achieve the Group’s goals. The Group's progress towards its goals is monitored through regular reports and audits, allowing the BoD to make revisions when deemed necessary. This ensures alignment with strategic priorities and adjustments to the changing conditions of the business environment.

ESG Committee

The ESG Committee is responsible for monitoring the Group's performance in Environmental, Social, and Corporate Governance issues and submitting proposals for improvement actions, aiming to create long-term value. The Committee's role includes overseeing processes related to identifying impacts, risks, and opportunities associated with sustainability (Double Materiality Analysis) and integrating non-financial factors into the Group's strategy and business decisions by informing the Board and supporting its decision-making process. This approach ensures the Group's resilience and its ability to adapt to changes in the business environment.

Additionally, the Committee closely monitors