GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

II.ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR 2025 ON THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS

Dear Shareholders,

Pursuant to the provisions of Law 4548/2018 and Law 3556/2007 article 4 paragraph 2(c), 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 01.01.2025 to 31.12.2025.

This report contains financial and non‐financial information regarding GEK TERNA Group, for the financial year 2025 and describes the most significant events that took place before 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 2025 and records significant transactions between the Company and its related parties.

A.Financial Developments and Performance for the Year 2025

The Greek economy continued to move on a steady growth trajectory in 2025, with growth reaching 2.1% according to the Hellenic Statistical Authority, exceeding the Eurozone average growth rate of 1.4%, despite the prevailing uncertainty in the European and global economic environment, due to the ongoing hostilities in Ukraine and the Middle East.

The achieved growth is mainly attributable to the increase in investments that enhance the productivity of the economy, which have been supported by: (a) the Public Investment Program, (b) the contribution of funds from the Recovery and Resilience Facility, (c) the increase in private consumption and (d) the positive contribution of exports driven by a strong tourism season. It is noted that total investments for 2025 amounted to 17% of GDP.

The continued growth in 2025 was supported by a significant improvement in fiscal figures, with the primary surplus amounting to 5.27 bn euros, alongside a reduction in public debt, which decreased to 145.9% of GDP. Public debt is forecast to decline further in 2026, with the reduction depending on the growth rate and inflation developments, to the extent affected by hostilities in the Middle East. A key factor contributing to the improvement in fiscal figures was the intensification of the digitalization of processes, primarily in transactions with the Greek State, the increase in electronic transactions and the continued improvement in VAT and other tax collection.

Furthermore, according to the recent macroeconomic forecasts of the Bank of Greece, GDP growth is expected to reach 1.9% in 2026 and 2% in 2027, supported by significant private investments scheduled over the next three years exceeding 20 bn euros, mainly in energy, infrastructure, telecommunications and other investments, as well as by the acceleration in the absorption of remaining funds from the Recovery and Resilience Facility and new resources from various European programs. The Bank of Greece’s forecasts may be revised in the event of an escalation of tensions in the Middle East, a prolonged increase in energy prices, or heightened uncertainty regarding the duration of military operations.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Regarding inflation in the Greek economy, for the year, the Consumer Price Index increased by 2.5%, showing a slight deceleration compared to the 2.7% increase in 2024. During the same period, inflation in Europe stood at 2.1%. For the following years, the European Central Bank estimates inflation at 3.1% in 2026 and 2.4% in 2027. While a gradual deceleration had initially been expected, recent hostilities in the Middle East are anticipated to generate a new wave of inflationary pressures, the magnitude and duration of which will depend on geopolitical developments.

In this environment and having already regained investment grade from all major rating agencies, the sovereign credit rating is now one notch above Investment Grade (Scope, DBRS, S&P, Fitch, R&I). As a result, the spread of Greek government bonds against German bonds has declined to its lowest level in the past 18 years (~60bps), below the corresponding levels of Italy and France.

In any case, risks to the outlook of the Greek economy depend, on the one hand, on the outcome of the Russia–Ukraine conflict and, on the other hand, on the intensity and duration of hostilities in the Middle East. The US–Israel conflict with Iran, involving neighboring countries, in addition to significant human losses, has caused severe damage to infrastructure in the affected regions, which is expected to lead to higher energy prices (fuel, natural gas, etc.) and a slowdown in global growth until economies adjust to the new conditions.

In a constantly evolving and demanding economic environment, GEK TERNA Group, one of the largest and most dynamic business groups in Greece, continues to implement and expand its investment program without disruption. With a consistent focus on sustainable growth, the Group aims to maintain and further strengthen its strong position in its existing business segments, while also exploring and executing targeted expansions into new areas of strategic interest.

At the business level, 2025 was another particularly important year for the GEK TERNA Group, during which its business and strategic footprint was further strengthened. The landmark concession of Attiki Odos, which is being fully consolidated for the first time in the Group’s Results as of 01.01.2025 and the commencement of the concession of Egnatia Odos constitute key milestones, contributing to the increase in long-term revenue streams and strengthening the Group’s position in the concessions sector. At the same time, the backlog amounted to 9.2 bn euros, reflecting the Group’s increased competitiveness in complex projects and providing clear revenue visibility for the coming years. In this context, the strategic partnership with Motor Oil (MOH) is expected to represent a significant step in further enhancing the value of the Group’s energy segment, creating new opportunities for joint investments and operational synergies in energy infrastructure and related services.

The main financial results of the year 2025 compared to the corresponding period of 2024, are as follows:

Turnover from third parties from continuing operations amounted to 3,855.5 mn euros, compared to 3,249.9 mn euros in the respective period of 2024, representing an increase of 605.6 mn euros, mainly driven by higher turnover from the Construction and Concessions segments. It is noted that in 2025 the subsidiary NEA ATTIKI ODOS CONCESSION S.A. is consolidated for the full year, whereas in the previous period consolidation covered the period from 06.10.2024 to 31.12.2024.

The Adjusted EBITDA (EBITDA from continuing operations plus non-cash results included therein - see note F. Alternative Performance Measures (APMs)) amounted to 631.4 mn euros in 2025 against 404.0

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

mn euros in the corresponding period of 2024, representing an increase of 227.4 mn euros, mainly attributable to an increase in results from the Construction and Concessions segments.

Operating Results before interest and taxes (EBIT) from continuing operations amounted to 302.4 mn euros compared to 194.0 mn euros in the corresponding period of 2024 and are increased due to the increase in the results of the Construction and Concessions.

Earnings before taxes from continuing operations amounted to 182.9 mn euros, against 53.1 mn euros in the corresponding period of 2024 and the difference attributed to the reasons mentioned above.

Earnings after tax from continuing operations amounted to 136.6 mn euros, compared to 17.7 mn euros in the respective period of 2024. In the current period, there are no Earnings from discontinued operations, which existed in 2024 and amounted to 831.7 mn euros.

Earnings attributable to the Owners of the Parent from continuing operations amounted to 139.0 mn euros, compared to 24.8 mn euros in the respective period of 2024. In the current period, no Earnings from discontinued operations were allocated, which existed in 2024 and amounted to 793.6 mn euros.

It should be noted that Earnings after taxes from continuing operations has been burdened with by non-operating results of 8.3 mn euros (compared to 74.4 mn euros in 2024).

a) a loss of 4.8 mn euros from the fair value assessment of various embedded derivatives and interest rate hedging derivatives, compared to a loss of 0.5 mn euros for the corresponding period of 2024, which have been recognized mainly in the context of the Concessions – Self/Co-financed projects Segment,

b) a loss of 1.4 mn euros from the valuation of forward contracts for the purchase and sale of Electricity and Natural Gas, compared to a loss of 5.2 mn euros for the corresponding period of 2024, within the Electricity sector from thermal energy sources, electricity trading, and gas,

c) a gain of 12.1 mn euros from the valuation of other participations, compared to a gain of 4.3 mn euros for the corresponding period of 2024,

d) a loss of 15.1 mn euros from the provision for the free share distribution program for the years 2024-2027 to Group Executives, compared to a loss of 18.4 mn euros in the respective period of 2024 and

e) revenue from reversal of provisions amounted to 0.9 mn euros, compared to 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 147.3 mn euros for 2025, compared to 99.5 mn euros for 2024.

Total Investments at Group level for 2025 amounted to 1,346.2 mn euros, compared to 3,366.6 mn euros for the corresponding period of 2024, with almost the entire amount spent in the Concessions – Self/Co-financed projects Segment.

The Adjusted Net Debt of the Parent company (net borrowing with reference) amounted to 471.2 mn euros on 31.12.2025, compared to 152 mn euros on 31.12.2024.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

The Group's Total Adjusted Net Debt (including project finance contracts - non-recourse borrowings) amounted to 4,296.8 mn euros as at 31.12.2025, compared to 3,258.5 mn euros as at 31.12.2024, with the increase mainly attributable to the payment of the consideration (approximately 1.3 bn euros) and to the commencement of the 35-year concession period of the Nea Egnatia Odos at the end of December 2025.

The Total Cash and Cash Equivalents of the Group (excluding restricted deposits) amounted to 1,693.5 mn euros on 31.12.2025, of which 852.9 mn euros at Parent Company level.

The Total Assets of the Group on 31.12.2025 stood at 9,930.1 mn euros, compared to 8,391.4 mn euros on 31.12.2024.

The Total Equity of the Group attributable to Shareholders on 31.12.2025 amounted to 1,976.7 mn euros, compared to 1,758.1 mn euros on 31.12.2024.

In the section “B. Significant Events for the Financial Year 2025” 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 2025

During the financial year of 2025 the following significant events took place:

•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 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 31.01.2025, the J/V TERNA S.A. – AKTOR S.A., in which the subsidiary TERNA S.A. participates with a 50% stake, signed the “FRAMEWORK AGREEMENT FOR THE OPERATION & SUPPORT SERVICES OF TOLL STATIONS OF EGNATIA ODOS S.A. – Reference Code 6123”, amounting to 45.3 mn euros. Following the signing of the Framework Agreement, the individual contracts were signed on 31.03.2025.

•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 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).

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

•On 10.04.2025, the subsidiary TERNA S.A. signed a Contract with IDEA FOS SINGLE MEMBER S.A. for the construction of the project “ENGINEERING, PROCUREMENT AND CONSTRUCTION OF THE 199.1626 MWP KOTYLI SOLAR PV PLANT”, amounting to 57.6 mn euros.

•On 14.04.2025, the J/V TERNA S.A. – REDEX S.A., in which the subsidiary TERNA S.A. participates with a 50% stake, signed a Contract with ATHENS INTERNATIONAL AIRPORT for the construction of the project “DESIGN AND BUILD A MULTI-STOREY CAR PARK AND THE NORTH-WEST ARRON”, amounting to 219.9 mn euros.

•On 15.04.2025, the Union of Companies “TERNA – ALSTOM”, in which the subsidiary TERNA participates with a 69% stake, was declared temporary contractor (pending the review of appeals) for the execution in Romania of the Contract “DESIGN & EXECUTION OF WORKS RELATED TO THE INVESTMENT OBJECTIVE “Rehabilitation of the railway line Craiova–Drobeta Turnu Severin–Caransebes, part of the Orient/East–Mediterranean Corridor” – LOT 1: CRAIOVA (CAP X)–FILIASI (CAP Y), KM 247+760–KM 286+735”, amounting to 277.16 mn euros attributable to TERNA.

•On 24.04.2025, GEK TERNA S.A. announced the commercial operation of the Waste Processing Unit in Kallirroi, Messinia, marking the full implementation of the integrated, sustainable urban solid waste management system across the Peloponnese region.

The facility is part of the Peloponnese Region’s Integrated Waste Management Project, implemented and operated by GEK TERNA Group. Representing a total investment of 167 mn euros, the project includes three Waste Processing Units, the largest located in Arcadia (Palaiochouni) and the others in Laconia (Skala) and Messinia.

The Messinia unit processes 60,000 tonnes of municipal solid waste annually, significantly reducing the volume sent to sanitary landfills, in alignment with both European and national strategy for circular economy. In parallel, it generates “green energy” that is fed into the national power grid.

The facility is estimated to produce 6,000 MWh of electricity annually, sufficient to power approximately 1,500 households.

•On 25.04.2025, the subsidiary TERNA S.A. signed a Contract with ELPEN S.A. PHARMACEUTICAL INDUSTRY for the construction of the project “NEW MULTI-STOREY BUILDING FOR THE PRODUCTION OF PHARMACEUTICAL PRODUCTS WITH OFFICES & UNDERGROUND PARKING AREA”, amounting to 25 mn euros.

•On 29.04.2025, the subsidiary TERNA S.A. signed a Contract with the MINISTRY OF INFRASTRUCTURE for the construction of 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.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

THE MUNICIPALITIES OF: ZAGORA – MOURESI, SOUTH PELION, VOLOS AND RIGAS FERAIOS", amounting to 213.1 mn euros.

•On 05.05.2025, the subsidiary TERNA S.A. signed a Contract with HEDNO S.A. for the construction of the project "DESIGN, EQUIPMENT SUPPLY AND TURNKEY CONSTRUCTION OF THE NEW GIS CLOSED TYPE DISTRIBUTION CENTER CHANIA II AND MT COUPLING BUILDING," amounting to 21.9 mn euros.

•On 07.05.2025, the J/V TERNA S.A. – METKA S.A. WATERCOURSES, in which the subsidiary TERNA S.A. participates with a 50% stake, signed a Contract with the TECHNICAL CHAMBER OF GREECE for the construction of the project "INFORMATION SYSTEM FOR THE DELIMITATION OF WATERCOURSES", amounting to 61.6 mn euros.

•On 09.05.2025, GEK TERNA signed a Concession Agreement for the project "STUDY, CONSTRUCTION, FINANCING, OPERATION AND MAINTENANCE OF THE NORTHERN ROAD AXIS OF CRETE (NRAC) IN THE CHANIA – HERAKLION SECTION", amounting to 1.75 bn euros, with a concession duration of 35 years, five of which correspond to the design and construction period.

The total length of the Chania – Heraklion section amounts to 187 kilometers, including 30 km related to the optional section Kissamos – Chania.

•On 13.05.2025, the subsidiary TERNA S.A. signed a Contract with PPC RENEWABLES S.A. for the construction of 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 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", amounting to 54.4 mn euros.

•On 21.05.2025, the subsidiary TERNA S.A. signed a Contract with OSE S.A. for the construction of the project “RENOVATION OF THE RAILWAY LINE IN SPECIFIC SECTIONS BETWEEN POLYKASTRO RAILWAY STATION – IDOMENI RAILWAY STATION OF THE THESSALONIKI–IDOMENI LINE”, amounting to 5.4 mn euros.

•On 02.06.2025, the Union of Companies “TERNA – ALSTOM”, in which the subsidiary TERNA participates with a 76% stake, was declared temporary contractor (pending the review of appeals) for the execution in Romania of the Contract “DESIGN & EXECUTION OF WORKS RELATED TO THE INVESTMENT OBJECTIVE “Rehabilitation of the railway line Craiova–Drobeta Turnu Severin–Caransebes, part of the Orient/East–Mediterranean Corridor” – LOT 2: FILIASI (CAP Y)–IGIROASA (CAP Y), KM 286+735 – KM 331+000”, amounting to 269.72 mn euros attributable to TERNA.

•On 04.06.2025, the Company received a notification from MARBLE BAR ASSET MANAGEMENT LLP, in its capacity as investment manager for LEXCOR MASTER FUND, that on 04.06.2025 a change (increase) occurred in the voting rights of the above shareholder, which reached 5%. Specifically, the number of shares and corresponding voting rights at the time of the

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

transaction notification amounted to 6,644,166 shares, representing 6.42% of the share capital, broken down as follows:

-Direct voting rights attached to shares, in accordance with article 9 of Law 3556/2007, 6,150,000, representing 5.95% of the share capital.

-Voting rights derived from financial instruments (CFD cash settled), in accordance with article 11 par. 1 approx. b of Law 3556/2007, as in force, 494,166, representing 0.48% of the share capital.

•On 04.06.2025, GEK TERNA was declared Contractor for the construction of the project "HOCHLAKION RESERVOIR IN LASITHI COUNTY AND OTHER ACCOMPANYING WORKS - AG. IOANNIS DAM IN IERAPETRA, LASITHI COUNTY AND MAIN WORKS FOR THE UTILIZATION OF IRRIGATION WATER", with a budget of 55.6 mn euros, for which the signing of the relevant Contract is pending.

•On 10.06.2025, GEK TERNA S.A informed the investors that following the receipt of the relevant approvals and the completion of the process as envisaged by the concession agreement, the transaction of the transfer of 10% of the share capital of “NEA ATTIKI ODOS CONCESSION S.A.” to the company LATSCO DIRECT INVESTMENTS CYPRUS Limited, which is an investment vehicle of the LATSCO FAMILY OFFICE, representing the interests of Mrs. Marianna Latsi, has been completed.

•The total price amounted to 77,246,650 euros, corresponding to a premium of 15% on the initial committed investment of GEK TERNA in the project.

•On 11.06.2025, the Ordinary General Meeting of Shareholders of GEK TERNA S.A. was convened, during which the following decisions were made:

-Approved the Financial Statements (separate and consolidated) for the year 2024, the relevant Report of the Board of Directors and the Report of the Certified Auditor - Accountant.

-The proposal of the Board of Directors for the distribution, from the profits of the 2024 fiscal year, of a total amount of 41,369,316.40 mn euros, i.e., 0.40 euros per share, was approved. The ex-dividend date was set as Wednesday, 25 June 2025, the record date as Thursday, 26 June 2025 and the dividend payment start date as Wednesday, 2 July 2025.

-The Annual Report of the Audit Committee for the year 01.01.2024-31.12.2024 was approved.

-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.

-The overall management during the fiscal year 2024 was approved by all of the Members of the Board of Directors, specifically by Mr. Dimitrios Antonakos, Dimitrios Afentoulis, Michael Gourzis, Aikaterini Delikoura, Spyridon Kapralos, Penelope Lazaridou, Konstantinos Lamprou, Emmanouil Moustakas, Angelos Benopoulos, Georgios Peristeris, Athanasios Skordas, Petros Souretis, Sofia Staikou, Apostolos Tamvakakis, Andreas Taprantzis and Gagik Apkarian.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

-The General Assembly discharged the Auditors from any liability or indemnification arising from the performance of their duties for the year 2024.

-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 2024 was approved according to article 112 of law 4548/2018.

-The auditing company GRANT THORNTON was elected for the audit of the 2025 Separate and Consolidated Financial Statements, including assurance of the annual sustainability report, as well as the remuneration based on the 2024 fiscal year and any adjustment as required for the audit.

-The Board of Directors Members’ Suitability Policy, as updated in accordance with the provisions of Law 5178/2025, was approved.

-The Board of Directors, consisting of 15 members with a four-year term, was elected and its independent members were appointed as follows: Georgios Peristeris (Chairman of the Board of Directors), Dimitrios Afentoulis, Michael Gourzis, Aikaterini Delikoura (Independent Non-Executive Member), Penelope Lazaridou, Konstantinos Lamprou, Emmanouil Moustakas, Angelos Benopoulos, Olga Panagopoulou (Independent Non-Executive Member), Marina Sarkisian Ochanesoglou (Independent Non-Executive Member), Athanasios Skordas (Independent Non-Executive Member), Petros Souretis, Sofia Staikou (Independent Non-Executive Member), Apostolos Tamvakakis and Andreas Taprantzis (Independent Non-Executive Member).

-The election of a four-member Audit Committee was approved. The Committee is independent (mixed), consisting of three (3) non-executive Board of Directors members, mostly independent and a fourth member who will be an independent third party, not a Board of Directors member. Mr. Nikolaos Kalamaras was elected as the independent third-party member (not a Board of Directors member) and the Board of Directors was granted special authorization to appoint the remaining three Committee members from among its non-executive members, in accordance with applicable law. The term of the Audit Committee was set at four years.

-It was also announced that during its meeting on 30.12.2024, the Board of Directors elected Mr. Andreas Taprantzis as a new independent non-executive Board of Directors member, replacing the independent non-executive Board of Directors member Mr. Gagik Apkarian.

•On 25.06.2025, the J/V TERNA S.A. – AKTOR GROUP NORTH SOLAR, in which the subsidiary TERNA participates with a 50% stake, signed a Contract with NORTH SOLAR S.A. for the construction of the project “ENGINEERING, PROCUREMENT & INSTALLATION OF PV PARKS PROJECT – IMPLEMENTATION DESIGN, REVIEW OR ISSUANCE OR AMENDMENT OF ALL REQUIRED PERMITS FOR CONNECTING THE PV TO THE SYSTEM BASED ON APPLICABLE LEGISLATION, CIVIL ENGINEERING WORKS, SUPPLY – TRANSPORT – INSTALLATION – COMMISSIONING & OPERATION & MAINTENANCE AT THE EXPENSE & RESPONSIBILITY OF THE CONTRACTOR UNTIL THE APPROVAL OF THE FINAL ACCEPTANCE PROTOCOL FOR 5

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

PHOTOVOLTAIC STATIONS WITH NOMINAL CAPACITY OF 400 MWp IN THE AREA OF THE MUNICIPALITY OF KOZANI”, amounting to 214.3 mn euros.

•On 26.06.2025, the J/V AKTOR GROUP – TERNA S.A. NORTH SOLAR 1, in which the subsidiary TERNA participates with a 50% stake, signed a Contract with NORTH SOLAR 1 S.A. for the construction of the project “ENGINEERING PROCUREMENT & INSTALLATION OF PV PARKS PROJECT – IMPLEMENTATION DESIGN, REVIEW OR ISSUANCE OR AMENDMENT OF ALL REQUIRED PERMITS FOR CONNECTING THE PV TO THE SYSTEM BASED ON APPLICABLE LEGISLATION, CIVIL ENGINEERING WORKS, SUPPLY – TRANSPORT – INSTALLATION – COMMISSIONING & OPERATION & MAINTENANCE AT THE EXPENSE & RESPONSIBILITY OF THE CONTRACTOR UNTIL THE APPROVAL OF THE FINAL ACCEPTANCE PROTOCOL FOR 5 PHOTOVOLTAIC STATIONS WITH NOMINAL CAPACITY OF 94.926 MWp IN THE AREA OF THE MUNICIPALITY OF KOZANI”, amounting to 47.7 mn euros.

•On 10.07.2025, GEK TERNA S.A. and MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. signed a binding agreement to merge their activities in the supply of electricity and natural gas and the production of electricity from natural gas units by contributing their assets to a jointly established company. GEK TERNA will receive 50% of the shares of the joint venture. The transaction is expected to be completed until the end of 2026, subject to the completion of due diligence, as well as obtaining the required approvals from the competent authorities and the General Meetings of shareholders of both companies.

•On 14.07.2025, 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 THE METERING STATION FOR GREECE-NORTH MACEDONIA INTERCONNECTION (Contract 2204/25)", amounting to 13.2 mn euros.

•On 31.07.2025, the subsidiary TERNA S.A. signed a Contract with LAMDA VOULIAGMENIS S.M.S.A. for the construction of the project “MAIN WORKS CONSTRUCTION CONTRACT FOR THE ELLINIKON MALL (ELM)”, amounting to 460.0 mn euros. THE ELLINIKON MALL, designed by the internationally acclaimed architectural firm AEDAS, features a total leasable area of 100,000 sq.m. and is being developed within the broader framework of the Ellinikon project. It constitutes the largest and most modern retail destination in Greece and one of the most prominent in Southern Europe."

•On 06.08.2025, GEK TERNA S.A., through its wholly owned subsidiary ARDEFTIKI NESTOU S.M.S.A. signed a PPP Contract with the Ministry of Rural Development and Food for the construction of the project "TRANSPORT AND DISTRIBUTION OF WATER FROM THE NESTOS RIVER TO THE XANTHI PLAIN FOR IRRIGATION PURPOSES (PPP)", amounting to 155.1 mn euros. On the same date, the Design–Construction Contract was also signed between the SPV and TERNA’s subsidiary, for the design and construction of the project scope, with a total value of 155.1 mn euros.

•On 05.09.2025, GEK TERNA announced that Mr. Konstantinos Lamprou submitted his resignation on 03.09.2025 from his position as executive member of the Board of Directors of the Company, as well as from his role as General Manager of Corporate Relations and Sustainable Development of the Company for personal reasons. The Board of Directors

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

accepted Mr. Konstantinos Lamprou’s resignation and expressed its gratitude for his services to the Company. Subsequently, it was noted that, following this resignation, the requirements of Law 4706/2020 and Law 4548/2018 regarding the composition of the Board of Directors continue to be met and it was decided, in accordance with the relevant authority provided by applicable law and the Company’s Articles of Association, to continue the operation of the Board of Directors with its existing composition.

•On 10.09.2025, the Company announced that its Board of Directors, at its meeting held on 09.09.2025, resolved to issue a common bond loan of up to 500 mn euros, with a minimum amount of 350 mn euros and a maturity of seven (7) years, pursuant to the provisions of Law 4548/2018, as currently in force and those provisions of Law 3156/2003 that remain in effect following the entry into force of Law 4548/2018. The bonds of the Bond Loan (the “Bonds”) will be offered to the investing public in Greece through a public offering and will be admitted to trading in the Fixed Income Securities Segment of the Regulated Market of the Athens Exchange.

•On 25.09.2025, the Company announced that the allocation of 500,000 dematerialized, common, registered bonds of the Company with a nominal value of 1,000 euros each (the “Bonds”) was completed, resulting in capital raising of 500 mn euros. The total valid demand expressed by investors who participated in the Public Offering amounted to 1,192.47 mn euros, recording an oversubscription of the Issue by 2.4 times. The final yield of the Bonds was set at 3.2% and the coupon rate of the Bonds at 3.2% per annum.

•On 15.10.2025, the subsidiary TERNA S.A. signed two contracts with SUSTAINABLE ENERGY SOLUTIONS S.M.S.A. for the construction of the projects “EPC CONTRACT FOR THE BESS 12MW/24MWH LICENCE AD-0563' and 'EPC CONTRACT FOR THE BESS 150MW/300MWH LICENCE A.D.-012077”, amounting to 55.6 mn euros.

•On 17.11.2025, GEK TERNA announced, that its fully controlled subsidiary TERNA signed on 15.11.2025 a Memorandum of Cooperation with UKRHYDROENERGO, for the joint development and implementation of major hydroelectric and pumped-storage projects in Ukraine, with a total budget of approximately 1.5 bn euros.

The projects to be jointly developed include the Dniester PSPP Pump Storage (1263 MW) and the New Pumping Station (220 MW).

The agreement leverages the pivotal role of UKRHYDROENERGO as Ukraine’s largest hydroelectric energy company, as well as TERNA’s extensive international experience, the largest construction group in Greece, in the design, construction and operation of complex energy infrastructure and in particular pumped-storage projects.

Both parties commit to establishing a close and comprehensive cooperation framework, with the ultimate goal of accelerating Ukraine’s energy transition and strengthening the resilience and security of its electric power system through the implementation of modern, strategically important hydroelectric and pumped-storage investments.

•On 27.11.2025, the subsidiary company TERNA was declared by PPC RENEWABLES ROMANIA – DEI RENEWABLES ROMANIA, as the provisional contractor for the project in Romania: “EPC NADAB HV – DESIGN, CIVIL ENGINEERING WORKS, SUPPLY, TRANSPORTATION, INSTALLATION

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

AND COMMISSIONING OF TWO (2) GIS MAIN TRANSFORMER STATIONS 400/110 KV, TWO (2) UNDERGROUND LINES 400 KV AND ONE (1) AIS TSO 400 KV SUBSTATION EXTENSION, IN WESTERN ROMANIA, ARAD COUNTY, CHIȘINEU-CRIȘ MUNICIPALITY (TENDER: 12-2024),” amounting to 144.6 mn euros.

•On 17.12.2025, the subsidiary company TERNA was declared by PPC RENEWABLES ROMANIA as the provisional contractor for the project: “EPC NADAB 1 – DESIGN, CIVIL ENGINEERING WORKS, SUPPLY (EXCLUDING PV MODULES), TRANSPORTATION, INSTALLATION AND COMMISSIONING OF ONE (1) PV PLANT WITH A TOTAL CAPACITY OF 335.2 MWP, IN WESTERN ROMANIA, ARAD COUNTY, CHIȘINEU-CRIȘ MUNICIPALITY (TENDER 10‑2024),” amounting to 159.4 mn euros.

•On 19.12.2025, GEK TERNA informed the investing public that, within the framework of its bonus share plan (article 114 of Law 4548/2018), approved by the Ordinary General Meeting of Shareholders of GEK TERNA S.A. on 20.06.2023 and in implementation of the Board of Directors’ decision of 28.04.2025, it proceeded on 19.12.2025, due to the achievement of the set performance indicators, with the free allocation of 1,112,500 treasury shares to forty-two (42) executives. These shares represent 1.0757% of the paid-up share capital and were allocated to the beneficiaries with a two (2) year retention obligation. For the purposes of the bonus share plan, shares held in the Company’s portfolio were used. The treasury shares were transferred via an over-the-counter transaction based on the Company’s closing price of 24.84 euros per share on 19.12.2025.

•On 23.12.2025, the J/V TERNA ENERGEIAKI DIACHEIRISI PAGION - MESOGEIOS (MEA KERKYRAS), in which the subsidiary TERNA ENERGY ASSET MANAGEMENT SA. participates with a 50% stake, signed a contract for the construction of the project:“Construction of the Municipal Solid Waste (MSW) Treatment Plant of Corfu,” amounting to 33.5 mn euros.

•On 30.12.2025, GEK TERNA announced that its subsidiary NEA EGNATIA ODOS S.A., in which the GEK TERNA Group holds a 90% stake, proceeded with the payment of a one-off consideration of 1.275 bn euros, within the framework of the concession agreement for the financing, operation, maintenance and exploitation of the Egnatia Odos for a period of 35 years, with the counterparties being the Greek State and the Hellenic Company of Assets and Participations (“Growthfund”). The financing of the transaction was based on the concession consortium’s own funds, as well as on loans from Greek banks.

Key Financial Performance of the Operating Segments for the financial Year 2025

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., a 100% subsidiary of GEK TERNA, one of the largest construction companies, specializing in complex and demanding infrastructure projects, which international groups choose to collaborate

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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 amounted to approximately 6.6 bn euros as of 31.12.2025. Furthermore, the Group expects to sign new project contracts for which it has been selected as the Contractor, amounting to approximately 2.6 bn euros, which is a mix of private, co-financed and public projects.

Turnover of the Construction Segment amounted to 1,688.0 mn euros compared to 1,321.5 mn euros in the corresponding period of 2024, posting an increase of 27.7%. The increase in turnover is attributed to the commencement of new projects and the acceleration of ongoing projects.

Adjusted EBITDA (EBITDA plus non-cash results included therein) amounted to 187.4 mn euros compared to 129.6 mn euros in the corresponding period of 2024, representing an increase of 44.6%, reflecting a significant rise due to the growth in turnover.

Operating Results before interest and taxes (EBIT) amounted to 153.1 mn euros compared to 100.1 mn euros in the corresponding period of 2024, posting an increase of 52.9%, which is attributable to the above-mentioned factors.

Earnings before taxes amounted to 146.2 mn euros in 2025 compared to 90.9 mn euros in the corresponding period of 2024. The significant difference is due to the aforementioned reasons.

Earnings after taxes amounted to 106.7 mn euros in 2025 compared to 60.3 mn euros in the corresponding period of 2024. The significant difference 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 96% and b) in Balkan countries at a rate of 4%.

The Adjusted Net Debt of the Construction Segment amounted to approximately minus -225.1 mn euros, compared to minus -132.8 mn euros as of 31.12.2024.

The high backlog of construction work amounting to 6.6 bn euros is expected to increase by 2.6 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 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 90% 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,

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

➢

with a percentage of 90% in the NEA EGNATIA ODOS CONCESSION SOCIETE ANONYME, which concerns the concession agreement regarding the exploitation of 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. Egnatia Odos is the largest operational motorway in the country, with a total length of approximately 900 kilometers and one of the longest continuous motorways in Europe. It crosses Northern Greece, starting at the western end from the Port of Igoumenitsa, which connects Greece with Italy and extending eastwards to the Greek-Turkish border,

➢

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

➢

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 ORGANIZATION KAVALA PORT S.A. The duration of the concession is 39 years,

➢

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 transfer stations of Argolida and Corinthia and the transitional management units of Messinia and Laconia were put into commercial operation,

➢

with a percentage of 100% in 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

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

➢

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)".

➢

The Group signed a Concession Agreement on 09.05.2025 with a percentage of 100% through the company DIKTAION CONCESSIONS S.M.S.A. for the construction of the project «STUDY– CONSTRUCTION – FINANCING – OPERATION – MAINTENANCE AND EXPLOITATION OF THE NORTHERN ROAD AXIS OF CRETE (NRAC) IN THE CHANIA-HERAKLION SECTION». The duration of the Concession is 35 years, 5 of which is construction,

➢

On 05.02.2026, GEK TERNA signed a share purchase agreement for the transfer of 60% of its shareholding in the concession companies DIKTAION CONCESSIONS S.M.S.A. and DIKTAION OPERATIONS S.M.S.A., for the road section Chania – Heraklion of the Northern Road Axis of Crete (NRAC), reducing its stake to 40%."

➢

with a percentage of 100% through the company ARDEFTIKI NESTOU S.M.S.A. for the construction of the project “TRANSPORT AND DISTRIBUTION OF WATER FROM THE NESTOS RIVER TO THE XANTHI PLAIN”. The duration of the Concession is 25 years,

➢

with a percentage of 100% through the company ARDEFTIKI LASITHIOU S.M.S.A. for the construction of the project “HOCHLAKION RESERVOIR & AG. IOANNIS DAM IN IERAPETRA, LASITHI COUNTY”. The duration of the Concession 25 years.

Finally, the Group's business activity in the Car Parking Station Management and Operation Segment continued for 2025 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 542.0 mn euros, compared to 337.9 mn euros in the corresponding period of 2024. The increase is due to: a) the addition of revenues of NEA ATTIKI ODOS CONCESSION S.A., due to the fact that it operated throughout 2025, compared to the previous year when it operated from 06.10.2024 to 31.12.2024, b) the increased vehicle traffic on the motorways of NEA ODOS and CENTRAL GREECE MOTORWAY, c) the adjustment of toll fees in accordance with the contractual provisions, d) 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 e) the increase in sales of recyclable products.

It should be noted that the average daily traffic on the Attiki Odos motorway showed an annual increase of 4.6% compared to the corresponding period of the previous year, with the average daily number of passages (ADT) amounting to 286,278.

Regarding the Nea Odos and Central Greece Motorway, the average daily traffic for 2025 showed an annual increase of 1.7% and 12.5%, respectively, with the average daily number of passages (ADT) amounting to 126,876 and 46,082, respectively. It is noted that daily traffic on the two motorways in December was negatively impacted by the farmers' protests.

Adjusted EBITDA (EBITDA plus non-cash results included therein) stood at 362.8 mn euros compared to 205.3 mn euros in the corresponding period of 2024, recording an increase of 76.7%. This increase is due to the reasons mentioned above.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Operating Results before interest and taxes (EBIT) amounted to 149.6 mn euros compared to 96.9 mn euros in the corresponding period of 2024, posting an increase of 54.4% for the reasons mentioned above.

Earnings before taxes amounted to 22.6 mn euros compared to 32.1 mn euros in the corresponding period of 2024, with the difference primarily attributed to the increased financial costs. It should be noted that the profits for the fiscal year include an amount of 17.8 mn euros arising from the Group’s 32.46% participation in the profits of the company HERAKLION CRETE INTERNATIONAL AIRPORT SA CONCESSION, in accordance with the existing contract and the provisions of Articles 18 and 26.At the same time, the results of the year have been significantly burdened by the increased financial costs and depreciation related to the recently undertaken obligations.

Earnings after taxes amounted to 25.4 mn euros compared to 38.4 mn euros in the corresponding period of 2024, with the difference primarily attributed to the increased financial costs.

The Adjusted Net Debt of the Concessions – Self/Co-financed Projects Segment amounted to approximately 4,956.9 mn euros, compared to 3.854,3 mn euros as of 31.12.2024. The significant change compared to 2024 is due to the financing of 1,040 mn euros required for the acquisition of the Egnatia Odos project.

It should be noted that this refers to the Net Debt of the Concessions Segment, which is non-recourse debt to the Shareholders.

Operating Segment of Electricity from thermal energy sources, electricity trading, and gas

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.

In the Segment of Electricity from thermal energy sources, electricity trading, and gas, the Group participates in the market through the combined cycle power plant from natural gas, with an installed capacity of 435MW. Despite the increasingly intense competition, 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.

The thermal production of the company HERON ENERGY S.A. during 2025 amounted to 1,758 GWh, compared to 1,834 GWh, posting a decrease of 4.0% compared to the previous year and representing 8.0% of the electricity production from natural gas units in Greece and 6% of total conventional generation. This slight decrease is primarily due to the scheduled maintenance of the plant, the duration of which, for technical reasons, was extended beyond the original plan. The maintenance began in mid‑March and was completed within April. It should be noted that during the first half of 2025, a natural gas-fired power plant in Crete (HERON I) was established and commissioned on behalf of PPC, within the framework of the relevant agreement. As a result, the positive outcome was recognized, contributing to the operating profitability of the segment in the first half.

In the area of Electric Energy Distribution and Gas Segment to final consumers, the market showed an upward trend throughout the year, and especially during its second half. The company maintained its

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

market share at 10%, significantly increasing its number of customers in the Electricity sector from thermal energy sources, electricity trading, and gas, achieving its goal of establishing itself among the top independent suppliers in terms of market share and customer base growth. Total electricity sales amounted to 5,000 GWh showing a decrease compared to the previous year, due to reduced sales to certain industrial customers.

The Turnover in the Segment of Electricity from thermal energy sources, electricity trading, and gas, amounted to 1,656.1 mn euros compared to 1,679.3 mn euros in 2024, recording a decrease of 1.4%, 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 93.1 mn euros compared to 97.5 mn euros in the corresponding period of 2024, presenting a decrease of 4.5%, mainly due to the lower profitability of the Electricity Supply Segment.

Operating Results before interest and taxes (EBIT) from continuing activities amounted to 22.0 mn euros compared to 53.7 mn euros in the corresponding period of 2024, significantly reduced for the aforementioned reasons.

Earnings before taxes amounted to 15.3 mn euros compared to 36.4 mn euros in the corresponding period of 2024.

Earnings after taxes amounted to 13.2 mn euros compared to 26.8 mn euros in the corresponding period of 2024.

The Group’s investments in the Segment of Electricity from thermal energy sources, electricity trading, and gas, amounted to 11.3 mn euros in 2025.

The Adjusted Net Debt in the Segment of Electricity from thermal energy sources, electricity trading, and gas amounted to 157.9 mn euros, compared to 113.7 mn euros as of 31.12.2024.

Real Estate Operating Segment

In the Real Estate sector, GEK TERNA maintains a strong presence in property management and development, with an extensive portfolio totaling approximately 124 mn euros in Greece, Romania, and Bulgaria.

The portfolio includes office buildings, shopping centers, industrial parks, as well as land in tourist areas. Land parcels represent approximately 70% of the portfolio and are located in strategically developing areas.

Portfolio management is aligned with current market conditions and the Group’s broader strategic plan, with the aim of optimizing performance and strengthening financial results.

During the 2025 period, the Real Estate Division implemented the following key strategies:

(a) Portfolio restructuring and utilization

Promotion of urban planning maturity and utilization through the sale of selected properties.

Notable examples:

• Completed the sale of a plot of land in Kassiopi, Northern Corfu, for 4.6 mn euros

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

• Completed the sale of a plot of land in the Thessaloniki Industrial Area for 1.95 mn euros

(b) Land use re-planning and commercial upgrading

Re-evaluation of the use of properties that have completed their revenue cycle (e.g., Ioannina, Volos), with the aim of maximizing returns.

In this context:

• New commercial leases were secured for 65% of the total leasable area of the Ioannina Lakeside Commercial Park, with further positive developments expected.

Urban planning and design of integrated tourism developments in rapidly growing areas, such as the 168,000sqm. urban planning zone on the Argolic Riviera

(d) Utilization of commercial real estate through concessions

Planning, development, and commercial operation of properties included in the portfolio through concession agreements. For example:

• Completion of leases for commercial spaces along Attiki Odos, generating stable annual rental income

The Turnover in the Real Estate Operating Segment amounted to 5.9 mn euros, compared to 4.6 mn euros in the corresponding period of 2024.

Adjusted EBITDA (EBITDA plus non-cash results included therein) settled at 0.8 mn euros compared to minus -0.3 mn euros in the corresponding period of 2024.

Operating Results before interest and taxes (EBIT) settled at 0.9 mn euros compared to 3.8 mn euros in the corresponding period 2024.

Earnings before taxes stood at 0.7 mn euros compared to 2.2 mn euros in the corresponding period of 2024. The decrease is due to a reduction in earnings from valuations in 2025 compared to 2024.

Earnings after taxes settled at 0.7 mn euros compared to 1.6 mn euros in the corresponding period of 2024.

The Adjusted Net Debt of the Real Estate Operating Segment amounted to approximately 65.7 mn euros compared to 82.2 mn euros on 31.12.2024.

Industry/Quarry Operating Segment

In the Industrial operating sector, GEK TERNA operates through its 100% subsidiary TERNA MAG, which develops and implements comprehensive industrial operations in the production of caustic and dibasic magnesia products, of various grades and chemical characteristics, with applications across a wide range of industrial uses.

The broader geopolitical and macroeconomic environment, combined with rising energy costs in Europe, disruptions in supply chains and transportation, as well as the overall uncertainty of the global economy, are having a decisive impact on the competitiveness and growth of industrial activity in the European market during the current period.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

In this context, GEK TERNA, following the actions implemented in 2025, is continuously evaluating its strategy in the Industrial sector, with the aim of optimizing the utilization of existing investments, maintaining production readiness and technical expertise, and adapting the operating model to current conditions.

The Turnover Industry/Quarry Operating Segment settled at 26.1 mn euros in 2025, compared to 24.3 mn euros in the corresponding period of 2024, recording an increase of 7.4%. The increase is due to the increased operation of an owned quarry in the Larissa area, which is engaged in the production of aggregates.

Adjusted EBITDA (EBITDA plus non-cash results included therein) settled at 2.5 mn euros, compared to 3.3 mn euros in the corresponding period of 2024. The difference is due to reduced provisions for other non-cash results in the 2025 period compared to the 2024 period.

Operating Results before interest and taxes (EBIT) settled at 5.7 mn euros compared to minus -10.5 mn euros in the corresponding period of 2024.

Earnings before taxes settled at 1.6 mn euros compared to minus -58.0 mn euros in the corresponding period of 2024, which had recorded impairments of assets from the subsidiary TERNA MAG S.A. due to the significant decrease in magnesite extraction activity.

Earnings after taxes settled at minus -0.6 mn euros compared to minus -58.2 mn euros in the corresponding period of 2024. The difference is attributable to the above-mentioned reasons.

The Adjusted Net Debt of the Industry/Quarry Operating Segment amounted to approximately 118.2 mn euros compared to 120.5 mn euros on 31.12.2024.

Holding Operating Segment

Adjusted EBITDA (EBITDA plus the non-cash results) settled at minus -10.4 mn euros in 2025 compared to minus -17.5 mn euros in the corresponding period of 2024.

Operating Results before interest and taxes (EBIT) amounted to minus -24.0 mn euros in 2025, compared to minus -36.9 mn euros in the corresponding period of 2024. The significant difference is attributable to increased revenue from the Holding Operating Segment.

Earnings before taxes settled at 1.3 mn euros in 2025 compared to minus -37.6 mn euros in the corresponding period of 2024. The significant difference is attributable to the disposal of participations and the positive valuation of investments of the trading portfolio.

Earnings after taxes settled at minus -4.0 mn euros in 2025 compared to minus -38.4 mn euros in the corresponding period of 2024 and the difference is attributable to the above-mentioned reasons.

The Adjusted Net Debt of the Holding Operating Segment amounted to minus -776.8 mn euros compared to minus -779.4 mn euros on 31.12.2024.

Intersegmental Transactions

During the fiscal year 2025, the Turnover from intersegment transactions amounted to 77.5 mn euros, compared to 122.0 mn euros in the corresponding period of 2024. The decrease in Turnover is mainly due to the reduction of intersegment transactions following the disposal of the Energy Production Operating Segment from RES compared to the previous financial year.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Adjusted EBITDA (EBITDA plus non-cash results included therein) settled at minus -4.8 mn euros compared to minus -14.0 mn euros in the corresponding period of 2024.

Operating Results before interest and taxes (EBIT) stood at minus -4.8 mn euros compared to minus -13.1 mn euros in the corresponding period of 2024.

Earnings before taxes settled at minus -4.8 mn euros compared to minus -12.8 mn euros in the corresponding period of 2024.

Earnings after taxes settled at minus -4.8 mn euros compared to minus -12.8 mn euros in the corresponding period of 2024.

C.Significant Events after the end of the period 01.01 – 31.12.2025

From 01.01.2026 until the date of approval of the attached financial statements, the following important events took place:

•On 07.01.2026, the agreement between GEK TERNA S.A. and MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. for the establishment of a joint company in the segment of Electricity from thermal energy sources, electricity trading, and gas, through the merger of the activities of HERON and NGR, which had been announced on 10.07.2025, received approval from the European Commission for Competition.

•On 09.01.2026, the subsidiary TERNA S.A. signed a contract with IRC ELLINIKON S.A. for the construction of the project "PARK RISE: BLOCK A-U1.5 EXECUTION OF CONTRACTUAL WORKS PHASE II", amounting to 72.2 mn euros.

•On 23.01.2026, GEK TERNA announced a notification from MARBLE BAR ASSET MANAGEMENT LLP, in its capacity as the disclosure obligation holder of shareholders LEXCOR MASTER FUND and VELOX FUND, that on 22.01.2026, a change (decrease) occurred in the voting rights of the above shareholders, which fell below 5%.

The total number of shares and corresponding voting rights after the last transaction amounted to 5,094,750 shares, representing 4.93% of the share capital.

•On 27.01.2026, the subsidiary TERNA S.A. signed a contract with NEA EGNATIA ODOS OPERATION S.A. for the construction of the project "CONTRACT FOR THE PROVISION OF OPERATIONAL SERVICES & REGULAR MAINTENANCE, IMPLEMENTATION & MONITORING OF TEMPORARY TRAFFIC MANAGEMENT MEASURES FOR THE WESTERN SECTION OF THE CONCESSION PROJECT OF EGNATIA ROAD & THE 3 VERTICAL ROAD AXES", amounting to 36 mn euros.

•On 02.02.2026, GEK TERNA announced the commencement of the concession agreement for the design, construction, financing, operation, maintenance and exploitation of the Chania–Heraklion–Kissamos section of the Northern Road Axis of Crete (NRAC). The total length of the Heraklion–Chania–Kissamos section amounts to 187 km. The construction cost of the project stands at 2 bn euros, while the concession period is 35 years, of which the first five correspond to the design and construction phase.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

The Northern Road Axis of Crete (NRAC) has a total length of approximately 300 km, also including the sections “Hersonissos–Agios Nikolaos” and “Agios Nikolaos–Neapoli,” which are currently under construction, placing it as the largest motorway currently under construction in Europe.

•On 05.02.2026, GEK TERNA S.A. announced the signing of a share purchase agreement for the transfer of equity stakes it holds in the Concession Company “DIKTAION CONCESSIONS S.A.” and the Operations Company “DIKTAION OPERATION S.A.”, relating to the Chania–Heraklion road section of the Northern Road Axis of Crete (NRAC), so that the new shareholding structure will be as follows, GEK TERNA S.A. 40%, AKTOR CONCESSIONS S.A. 24%, METLEN ENERGY & METALS S.A. 24%, AKTOR CONCESSIONS & PPP INVESTMENTS S.A. 12%.

With respect to the construction works of the project, which is currently being executed by TERNA S.A., upon the final completion of the transaction, TERNA S.A. will be substituted by a new corporate structure under the name “TERNA–AKTOR–METKA DIKTAION JOINT VENTURE”, consisting of TERNA S.A. with a 40% stake, AKTOR with 30% and METKA with 30%.

Completion of the transaction is subject to the fulfilment of all terms and conditions set out in the share purchase agreement and the concession agreement, including the receipt of the required approvals from the competent authorities and the project’s lending banks.

Having now achieved financial close and the commencement of the NRAC concession period, GEK TERNA retains the largest participation in the project. The transaction enhances the flexibility of the GEK TERNA Group to further pursue and undertake new projects.

•On 05.02.2026, the Joint Venture TERNA S.A. – TERNA ENERGY ASSET MANAGEMENT S.A. signed a contract with HELLENIC RAILWAYS ORGANIZATION S.A. for the construction of the project "INSTALLATION, CUSTOMIZATION, MANAGEMENT AND OPERATIONAL GUARANTEE OF AN INTEGRATED INFORMATION SYSTEM FOR THE DIGITAL TRANSFORMATION OF OSE", amounting to 24.7 mn euros.

•On 05.02.2026, the Group, through its wholly owned subsidiary SUSTAINABLE ENERGY SOLUTIONS S.A., acquired from third parties 100% of the share capital of SMART ELECTRIC SRL, a company incorporated in Romania, whose activities relate to the development of a photovoltaic power plant and battery energy storage systems.

•On 09.02.2026, GEK TERNA announced that its construction subsidiary, TERNA, has been declared by the National Railway Company of Romania (CFR) as the contractor for two major railway projects with a total budget of approximately 1 bn euros.

Specifically, the construction arm of the GEK TERNA Group was declared the final bidder, in a joint venture with Alstom Romania, for the following two sections of the Craiova-Drobeta Turnu Severin-Caransebeș railway network in Romania:

-Craiova–Filiași (Lot 1), with a budget of 543.4 mn euros

-Filiași-Igiroasa (Lot 2), with a budget of 449.2 mn euros

These two segments comprise the Craiova-Igiroasa line, spanning a total length of 83 kilometers, for which TERNA will undertake the full design and restoration.

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(Amounts in thousands Euro, unless otherwise stated)

TERNA’s participation in the joint venture as the lead partner, with a 69% interest in Lot 1 and 74% in Lot 2, while the duration for the completion of technical studies is set at 12 months, followed by a construction period of 36 months.

•On 16.02.2026, the Consortium TERNA–METKA–ILIOCHORA–ELEMKΑ, in which the subsidiary companies TERNA and ILIOCHORA participate with a combined stake of 50%, was declared by the Region of Attica as the provisional contractor for the project “CREATION OF AN URBAN METROPOLITAN PARK IN THE FALIRIKO BAY AREA”, with an amount of 120.8 mn euros corresponding to TERNA and ILIOCHORA.

•On 03.03.2026, GEK TERNA Group announced that its 100% subsidiary GEK URBAN SERVICES SINGLE MEMBER S.A. acquired through a stock exchange transaction from a private shareholder, a 9.71% stake in EYDAP S.A. for a total consideration of 103.4 mn euros. Subsequently, on different dates, it acquired an additional 3,250,000 shares in transactions with private shareholders. As of the preparation date of the Group's financial statements, its participation stands at 12.76%, having paid a total amount of 135 mn euros.

EYDAP is the largest company in Greece in the water supply, sewerage and wastewater treatment sectors, serving over 40% of the population of the country.

The transaction is in line with GEK TERNA’s strategy to invest in critical infrastructure assets that offer long-term, inflation protected and recurring revenue streams. Moreover, the area of water resources and relevant infrastructure management is anticipated to experience a significant investment cycle over the coming periods, given the climate adaptation requirements and modernization needs across Greece.

•On 05.03.2026, following the share transfer agreements dated 17 February 2026 for the transfer of 100% of the shares of TERNA ENERGY TRADING L.T.D., FIER HELIOS SH.P.K. and FAETHON SH.P.K., entered into between HERON ENERGY S.A. (Seller) and SUSTAINABLE ENERGY SOLUTIONS S.A. (Purchaser), the agreed consideration for the completion of the transaction was settled in full. From that date onwards, the aforementioned subsidiaries have been wholly owned (100%) by SUSTAINABLE ENERGY SOLUTIONS S.A.

• On 06.03.2026, the subsidiary TERNA was declared by DEDDIE as the provisional contractor for the project “DEED‑50 TURN KEY IMPLEMENTATION OF THE NEW 150/20 kV DISTRIBUTION CENTER (D/C) – INDOOR-TYPE GIS OF KERATEA AND THE DOUBLE 150 kV XLPE‑INSULATED INTERCONNECTING CABLE LINE: KERATEA D/C – KERATEA S/S”, with a contractual value of 37 mn euros.

•On 26.03.2026, the subsidiary company TERNA signed a Contract with the Piraeus Port Authority (PPA) for the construction of the project “INSTALLATION OF ERTGS AT PIER I” & ΥΕ05‑07 “INSTALLATION OF REEFER RACKS AT PIER I”, amounting to 19 mn euros.

•On 30.03.2026, the consortium “TERNA – ALSTOM,” in which the subsidiary TERNA participates with a 69% share, received an invitation to submit supporting documents for the signing of the contract for the project in Romania “DESIGN & EXECUTION OF WORKS RELATED TO THE INVESTMENT OBJECTIVE ‘REHABILITATION OF THE RAILWAY LINE CRAIOVA – DROβETA TURNU SEVERIN – CARANSEBEȘ, PART OF THE ORIENT/EAST–MEDITERRANEAN CORRIDOR – LOT 1:

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(Amounts in thousands Euro, unless otherwise stated)

CRAIOVA (CAP X) – FILIASI (CAP Y), KM 247+760 – KM 286+735’”, amounting 277.16 mn euros corresponding to TERNA, following its declaration as provisional contractor on 15.04.2025.

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 geopolitical upheavals and extreme natural 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 predict 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, derivatives for interest rate risk hedging, trade debtors and creditors and other accounts receivable and payable. The impact of the main risks and uncertainties on the Group's activities is analyzed below.

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 public or 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. Where necessary, adequate reserves are established through provisions in order to minimize potential adverse impacts. Apart from the above and in addition to safeguarding collectability the Group makes

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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 positive prospects for the operational segment of Electricity from thermal energy sources, electricity trading, and gas.

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 or companies within the broader Public Sector or strong groups of companies.

The Management assumes that all the financial assets, with the exception of those for which the necessary impairments have been recognized, 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 by the Concessions of the motorways, the production and sale of electric energy as well as from construction works are ongoing.

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 equivalents 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 investments in foreign operations.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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 the settlement currency being the euro. To reduce this risk, the Group utilizes, where deemed necessary, 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 further 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 to repayment time, to implement approved interest rate risk management policies through Interest Rate Swaps.

On 31.12.2025, 21.6% of the Group’s total debt bares fixed interest rate, 72.4% 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 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% (2024: +/-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.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

	2025		2024
	20%	-20%	20%	-20%
Net earnings after income tax (from interest bearing liabilities)	(1,164)	1,164	(1,951)	1,951
Net earnings after income tax (from interest earning assets)	333	(333)	1,115	(1,115)

The Group is not exposed to other interest rate risks.

2)Geopolitical Risks – Recent Developments in Iran

The ongoing hostilities in the Middle East, which have continued with increasingly destructive effects on military camps, aside from the directly involved parties (Iran and Israel) and neighboring countries, have led to the destruction of infrastructure and facilities in the regions where energy products are produced and stored. This has resulted in the removal of the possibility for realistic solutions in the affected societies. The requested resolution of the issue and the subsequent restoration of damages, once the hostilities cease, will require significant time for the restart of the global economy.

The impact of the recent developments in Iran and the neighboring countries of the Middle East is not expected to be material in the context of the ongoing hostilities, as the Group has not maintained substantive operations in these regions over the past two years. The Group, however, continues to retain a limited presence through branches and legal entities in these jurisdictions (excluding Iran), staffed by minimal personnel, while awaiting the completion of outstanding tax and other regulatory and administrative matters to proceed with the final cessation of their operations.

The only consequences that will affect the Group will stem from the rise in energy prices as long as the side effects of the regional military actions persist, as well as the potential increase in raw material and supply prices, as well as freight rates.

Specifically, a) the Group’s revenues are not expected to be affected, as there are no active construction projects in the region and b) increases in energy product prices, as well as raw material and supply prices, which are to be used for projects outside the Middle East (mainly in Greece), will be addressed through the contract provisions from the Customers.

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

The Greek economy continued to move along a steady growth trajectory in 2025, which, according to the Hellenic Statistical Authority, was 2.1%, surpassing the average growth rate of the Eurozone, which stood at 1.4%, despite the existing uncertainty in the European and global economic environment, due to the ongoing hostilities in Ukraine and the Middle East.

Despite the presence of all the above negative factors, the Greek economy, given that it has not been directly involved in the ongoing hostilities and has taken a defensive stance against challenges, is

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

forecasted, according to the Bank of Greece's current estimates, to grow by 1.9% in 2026 and 2% in 2027. This growth is supported by significant private investments planned for the next three years, which exceed 20 bn euros and mainly concern energy, infrastructure, telecommunications and other investments, as well as the acceleration of remaining funds from the Recovery and Resilience Fund, along with new resources from various new European programs.

Regarding the specific issues of the Greek economy that need to be addressed in order to positively contribute to achieving further economic growth, these are outlined below:

•The further enhancement of competitiveness, so that the economy becomes export-oriented and addresses the current account deficit.

•The further reduction of 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, while keeping inflation levels higher than the European average.

•Increasing disposable income for citizens through real wage increases and reduction in non-wage cost.

•The utilization of funds from the Recovery Fund and various programs to be agreed upon with the Eurozone, with an acceleration in the implementation of projects and reforms undertaken by the Government, to prevent any loss of funding.

•The acceleration of judicial proceedings, to reduce the time required for issuing decisions, which in many cases constitutes a deterrent to investment.

•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 decisions of the United States on the major problems (Ukraine, Middle East, increases in military armament) and inflationary pressures and given that the Group does not have any meaningful activity in the Middle East, Russia and Ukraine, the outlook for the Group remains positive in the medium term and long term due to the following factors: a) the attainment of investment grade rating for the creditworthiness of the Greek economy by major international rating agencies, as upgraded by Moody’s in March to “Baa3” , which signifies increased inflows of investment capital under more favorable borrowing terms, which are essential for supporting investment activity, 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 from RES in the Greek economy, as well as the increase in market share in electricity trading and e) the increase in energy storage capacity.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

4)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.

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 five major highways, 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, imposition 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 mitigate the Cyber Security risks, GEK TERNA Group implements technical information systems security measures in accordance with best practices. In addition, the Group has established organizational measures and has implemented 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

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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 3,855.5 mn euros employed more than 6,149 employees worldwide and is active in the following segments:

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

The GEK TERNA Group’s revenues for FY 2025 recorded a significant increase of 18.6% (605.5 mn euros) euros, reaching 3,855.5 mn euros. At the same time, the Group’s operating profitability (adj. EBITDA) grew by 56.3%, amounting to 631.4 mn euros.

The main sources of increase in the above figures were both the Construction segment, which presented an increase in revenue by 27.7% and in operating profitability by 44.5% and the Concessions segment, whose revenue and operating profitability reached significantly higher levels (increases of 60.4% and 76.7% respectively), representing 57.5% of the Group's total operating profitability.

In the segment Electricity from thermal energy sources, electricity and natural gas trading in Greece and Abroad, competitive pressures and market volatility continued, with the Group achieving satisfactory operating profitability and maintaining market shares.

It is noted that the increase in operating profitability recorded in the year 2025 is expected to be sustainable, as it comes mainly from the Concessions segment, with the projects ensuring long-term and stable revenue streams for the Group, as well as from Constructions segment, due to the increased remaining construction backlog. Further strengthening is expected gradually with the operation of the next concession projects, such as Egnatia Odos, Kastelli Airport, water and waste management projects, among others.

Earnings before taxes amounted to 182.9 mn euros, compared to 53.1 mn euros for the corresponding period in 2024 and the difference is due to the reasons mentioned above.

Earnings after taxes amounted to 136.6 mn euros compared to 17.7 mn euros in the corresponding period of 2024.

Earnings attributable to the Owners of the Parent company amounted to 139 mn euros, compared to 24.8 mn euros for the corresponding period in 2024.

The net debt on a recourse basis (Adjusted Net Debt of the Parent Company) stood at 471.2 mn euros, versus 152 mn euros on 31.12.2024.

The Group’s Total Adjusted Net Debt (including project finance contracts - non-recourse borrowing) amounted to 4,296.8 mn euros, compared to 3,258.5 mn euros as of 31.12.2024. The increase is primarily attributable to the payment of approximately 1.3 bn euros for the commencement of the 35-year concession period of the Egnatia Odos in December 2025.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

The Group’s Total Cash and Cash Equivalents (excluding restricted deposits) amounted to 1,693.5 mn euros, of which 852.9 mn euros pertain to the Parent Company.

It is noted that during 2025, the Group completed the full repayment of the 2018 Common Bond Loan, totaling 120 mn euros, while at the same time it successfully completed the issuance of the 7-year Common Bond Loan of 500 mn euros.

The Group’s prospects from the execution of ongoing projects across its operating segments, as well as from new projects to be undertaken, are expected to generate significant positive multiplier effects for the Greek economy.

The Group, distinguished by its consistency and strong sense of corporate social responsibility, will continue to be a leader in the construction, concessions and energy segments. It will invest in its people by providing the necessary resources to promote and continuously improve the working environment, while aiming to enhance the financial performance of its segments and at the same time generate satisfactory profits for the benefit of its shareholders.

Construction Operating Segment:

The outlook supports stabilization and further improvement in the segment’s financial figures for 2026 and the following years, along with the continued strengthening of the construction backlog, both in Greece and abroad.

Activity in the construction segment operate at higher levels compared to 2024, while profit margins remained at satisfactory levels, driven by the project mix as well as the Group’s execution capabilities.

The Group’s existing construction backlog of signed contracts amounts to 6.6 bn euros on 31.12.2025, of which 1.6 bn euros relates to private sector contracts, 4.2 bn euros concerning Group investment projects and 0.8 bn euros to public works contracts. Of the signed contracts as of 31.12.2025, 96% relate to projects in Greece and 4% to projects abroad, while the expected execution timeline of the outstanding contractual backlog is analyzed as follows: (a) 2.1 bn euros in 2026 and (b) 4.5 bn euros for the period until 2029.

Furthermore, during the period from 01.01.2026, up to the date of preparation of the financial statements, the Group signed new projects with a total value of 164.2 mn euros.

In addition to the above, the Group expects to sign contracts for projects for which it has been qualified (either as a temporary or as a final contractor) for a total amount of 2.4 bn euros, of which 1.1 bn euros concern the execution of public projects, 0.8 bn euros concern the execution of private sector projects and 0.5 bn euros concern projects that concern investments of the Group.

The outlook for the coming years points to an improvement in the segment’ financial figures, as the construction backlog remains at high levels.

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

The Group has a dominant presence in the financing, construction, maintenance and operation of Concessions. The ever-expanding portfolio of concession projects and PPPs, as analyzed in the section “Key Financial Performance of Operating Segments for financial year 2025”, makes GEK TERNA Group one of the most important concession portfolio managers at European level.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

In the context of its ongoing investment in this segment, Management continues to explore new projects to expand the Group’s activities in Greece and abroad, closely monitoring developments in the Greek economy and collaborating with financial institutions and international market analysts.

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 2026 and for the following years are positive, despite the difficult period that the global economy is going through.

Electricity Production from Thermal Energy Sources, electricity & natural gas trading Operating

Segment

The Electricity Production from thermal energy sources, electricity & natural gas trading Operating Segment maintained a 10% market share in electricity supply activity in 2025, despite competitive pressures in the market. The Group successfully increased its number of customers, in both the Electricity and Natural Gas segments, achieving its goal of consolidating a leading market position, among independent suppliers in terms of both market share and customer growth. At the same time, its market share in electricity production from conventional technology units remained nearly stable at 6%, while the HERON II power plant further increased its operational flexibility for the Electricity System, providing critical support for its continuous balancing amid the rising penetration of Renewable Energy Sources.

It is noted that the decrease in the Turnover of the segment, compared to the corresponding period in 2024, is due to lower sales to certain industrial customers.

Furthermore, in July 2025, GEK TERNA Group and MOTOR OIL Group announced the signing of a binding agreement for the merger of their activities in the supply of electricity and natural gas and the power generation from natural gas thermal plants. On 7 January 2026, the European Commission for Competition approved the merger of the operations of HERON and NRG.

Under the agreed framework, a new corporate entity will be established (UtilityCo), in which GEK TERNA and MOTOR OIL will hold equal participation and voting rights. UtilityCo will eventually own HERON and NRG as well as the new natural gas fired unit (CCGT) in Komotini. Beyond the Komotini CCGT, that has a capacity of 877 MW, UtilityCo will also have full control of HERON II natural gas fired unit (CCGT) with a capacity of 435 MW.

Taking into account the above strategic decision of the Group to establish the new corporate structure, as described above, the outlook for GEK TERNA Group’s segment of Electricity Production from Thermal Energy Sources & Electricity & Natural gas trading for 2026 and the coming years remains positive, despite the challenging global economic environment.

In the Real Estate Operating Segment:

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Portfolio management is aligned with current market conditions and the Group’s broader strategic plan, with the aim of optimizing performance and strengthening financial results.

During the 2025 period, the Real Estate Division implemented the following key strategies:

(a) Portfolio restructuring and utilization

Promotion of urban planning maturity and utilization through the sale of selected properties.

Notable examples:

• Completed the sale of a plot of land in Kassiopi, Northern Corfu, for 4.6 mn euros

• Completed the sale of a plot of land in the Thessaloniki Industrial Area for 1.95 mn euros

(b) Land use re-planning and commercial upgrading

Re-evaluation of the use of properties that have completed their revenue cycle (e.g., Ioannina, Volos), with the aim of maximizing returns.

In this context:

• New commercial leases were secured for 65% of the total leasable area of the Ioannina Lakeside Commercial Park, with further positive developments expected.

Urban planning and design of integrated tourism developments in rapidly growing areas, such as the 168,000sqm. urban planning zone on the Argolic Riviera

(d) Utilization of commercial real estate through concessions

Planning, development, and commercial operation of properties included in the portfolio through concession agreements. For example:

• Completion of leases for commercial spaces along Attiki Odos, generating stable annual rental income

The outlook for GEK TERNA’s Real Estate sector for 2026 and beyond is positive, despite the challenges of the global economy. The strategy focuses on the continuous upgrading of the portfolio, the realization of capital gains, and the generation of stable and recurring revenue.

In the Quarry/Industry Operating Segment:

The broader geopolitical and macroeconomic environment, combined with rising energy costs in Europe, disruptions in supply chains and transportation, as well as the overall uncertainty of the global

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

economy, are having a decisive impact on the competitiveness and growth of industrial activity in the European market during the current period.

At the same time, the Group is closely monitoring developments, with the goal of activating and further developing industrial activity when geopolitical, energy, and economic conditions allow for the creation of sustainable and competitive returns.

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 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 2025 and 2024 is as follows:


	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Long-term loans and Long term liabilities payable during the next financial year (Note , 24)	5,922,141	4,667,852	1,299,409	1,015,972
Liabilities from bank leases (Note , 25)	70,845	58,841	0	0
Short-term loans (Note 24)	96,726	139,883	50,488	50,693
Less: Intercompany loans	0	0	(4,991)	(35,982)
Total bank debt (Note6)	6,089,712	4,866,576	1,344,906	1,030,683

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)


	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Less: Cash and cash equivalents (Note 23)	(1,693,461)	(1,517,445)	(852,867)	(853,142)
Net Debt / (Surplus) (Note6)	4,396,251	3,349,131	492,039	177,541
Less: Blocked bank deposit accounts (Note 6, 20)	(99,467)	(90,637)	(20,803)	(25,557)
Adjusted Net Debt / (Surplus) (Note 6)	4,296,784	3,258,494	471,236	151,984

The Group has included the “Adjusted Net Debt / (Surplus)” metric at the Company level for both the current and comparative periods, to enhance the completeness of financial information provided.

B. “Adjusted Net Debt to Total Capital Employed”

It is a ratio, based on which the Management assesses the Group's financial leverage. “Adjusted Net Debt (Surplus)” is defined above in section A. 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 2025 and 2024 is as follows:

	GROUP
	31.12.2025	31.12.2024
Adjusted Net Debt / (Surplus) (Note 6) (a)	4,296,784	3,258,494
Total bank debt (Note6)	6,089,712	4,866,576
Total equity	2,047,806	1,772,221
Grants (Note28)	8,549	9,007
Sub total (b)	8,146,067	6,647,804
Less:
Cash and cash equivalents (Note 23)	(1,693,461)	(1,517,445)
Blocked bank deposit accounts (Note 6, 20)	(99,467)	(90,637)
Sub total (c)	(1,792,928)	(1,608,082)

Total Capital Employed (b+c)=(d)	6,353,139	5,039,722

Adjusted Net Debt (Surplus) / Total Capital Employed (a)/(d)	67.63%	64.66%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

With a view to enhancing the information provided to users of the financial statements and further improving the financial information provided, the Group has replaced the “Borrowings to Total Capital Employed” ratio with the “Adjusted Net Debt (Surplus) to Total Capital Employed” ratio.

The principal difference between the new and the previous ratio is that, in the calculation of the previous ratio, the numerator excluded amounts relating to cash and cash equivalents and restricted bank accounts, whereas under the new ratio such amounts are taken into account.

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 2025 and 2024, per operating segment and as a total are presented below as follows:

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Operational segments 31.12.2025	Constructions	Electricity from thermal energy and EP/NG trading	Real Estate	Mining / Industry	Concessions	Holdings	Eliminations on consolidation	Total

Gross profit	191,304	76,412	538	6,405	171,239	7,345	(19,085)	434,158
Administrative and distribution expenses	(37,532)	(38,125)	(580)	(5,099)	(20,015)	(29,409)	13,137	(117,623)
Research and development expenses	(1,081)	(15)	0	(208)	(29)	(1,897)	0	(3,230)
Other income/(expenses) attributable to EΒΙΤ	371	(16,297)	973	4,591	(1,634)	(86)	1,180	(10,902)
Results (EBIT)	153,062	21,975	931	5,689	149,561	(24,047)	(4,768)	302,403

Net depreciation	27,464	50,653	29	1,515	151,181	386	0	231,228
EBITDA	180,526	72,628	960	7,204	300,742	(23,661)	(4,768)	533,631

Non cash results	6,825	20,492	(204)	(4,701)	62,088	13,229	0	97,729
Adjusted EBITDA	187,351	93,120	756	2,503	362,830	(10,432)	(4,768)	631,360

Adjustments to non-cash results for the year 2025 relate to provisions for staff compensation of 2,737, provision for expense recognized from the valuation of benefits based on equity instruments of 19,342, a loss from the valuation of investment properties of 222, provisions for expenses for major maintenance of 61,401, provisions for impairment of receivables of 18,917 and a loss from impairment of inventories, other provisions and earnings from elimination of liabilities amounting to a net profit of 4,890.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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, provision for expense recognized from the valuation of benefits based on equity instruments of 25,293, a gain from the valuation of investment properties of 1,894, provisions for expenses for major maintenance of 38,458, provisions for impairment of receivables of 18,328 and a loss from impairment of inventories, other provisions and earnings from elimination of liabilities amounting to 5,500.

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 31.12.2025, an amount of 178 thousand euros.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

H.Sustainability Statement

1.General Disclosures [ESRS 2]

1.1Basis for preparation

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

The Sustainability Statement for the 2025 reporting period 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 reporting.

To ensure alignment with the ESRS requirements, the Sustainability Statement includes information from the value chain (upstream and downstream) and all activities of the Group’s operational sectors, as mentioned in the relevant section of the financial statements. Furthermore, in the context of defining the reporting boundaries, all entities that are material to the Group’s impacts, risks and opportunities are included. Accordingly, the Sustainability Statement incorporates relevant information from entities that are fully consolidated or proportionately consolidated, as well as jointly controlled joint ventures accounted for using the equity method, where these are considered material to the Group’s value chain and sustainability matters. The reporting period is aligned with that of the financial statements, ensuring consistency and comparability. Additionally, policies, actions and targets are extended, where operationally and materially relevant, 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, otherwise, the information is based on estimates or approximations.

In preparing this Statement, the option to omit any information relating to intellectual property, know‑how, or innovation results, in accordance with ESRS 1, section 7.7. GEK TERNA Group, headquartered in Greece (an EU Member State), also applies the exemption from disclosing information on future developments or matters under negotiation, as provided for 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 the ESRS standards.

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

Time horizons

GEK TERNA Group has adopted the definitions for the following time horizons, as set out in section 6.4 “Definition of short‑term, medium‑term and long‑term periods for reporting purposes.” The Group applies the following:

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

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

▪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.

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	Metric	Basis for preparation	Resulting level of accuracy	Planned actions to improve 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 engagement and awareness‑raising to promote the use of 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 second publication of GEK TERNA Group’s sustainability information, in alignment with the European Sustainability Reporting Standards (ESRS), as mandated by the Corporate Sustainability Reporting Directive (CSRD) and Law 5164/2024. As such, it includes comparative information with respect to the previous reporting year.

It is noted that a change has been made compared to the previous Sustainability Statement (Annual Financial Report 2024), following a reassessment of the electricity price consumed by the subsidiary TERNA Bulgaria. As a result, the following information has been restated accordingly:

▪Electricity, heat, steam and cooling purchased or acquired from fossil sources

▪Total energy consumption from fossil sources

▪Total energy consumption

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

▪Total energy consumption from activities in high climate‑impact sectors

▪Total energy consumption from activities in high climate‑impact sectors per net revenue from activities in high climate‑impact sectors

▪Gross Scope 2 greenhouse gas emissions (location‑based)

▪Gross Scope 2 greenhouse gas emissions (market‑based)

▪Total greenhouse gas emissions (location‑based)

▪Total greenhouse gas emissions (market‑based)

▪Total greenhouse gas emissions (location‑based) per net revenue

▪Total greenhouse gas emissions (market‑based) per net revenue

Disclosures resulting from other legislation or generally accepted sustainability reporting statements

This Sustainability Statement incorporates, in addition to the ESRS requirements, information derived 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.

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

1.2Governance

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

The Group’s organizational structure ensures a clear allocation of responsibilities on sustainability matters among the supervisory, management and administrative bodies, enabling the systematic integration of material impacts, risks and opportunities (IROs) into strategic planning, risk management and operational decision‑making.

The Board of Directors (BoD) is responsible for defining and overseeing the Group’s business and sustainability strategy, ensuring the effective integration of ESG topics into long‑term value creation, risk management and strategic planning, in full alignment with the Group’s objectives and regulatory requirements. The Board of Directors (BoD) consists of 14 members, of which 6 are executives and 8 are non‑executives, and its members possess significant expertise related to the Group’s business sectors and geographical areas of operation1.

1 It is noted that there is no representation of employees on the Board of Directors.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Board of Directors Composition	2025
Percentage (%) of female BoD members	35.7%
Percentage (%) of male BoD members	64.3%
Gender diversity ratio on the BoD	0.56
Number of Executive members	6
Number of non‑executive members	8
Percentage (%) of independent Board members	42.9%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

To ensure the effective execution of the Board’s duties and the implementation of a responsible business model, seven (7) Committees operate within the Group. These Committees have an advisory and recommending role, contributing significantly to the decision‑making process.

Members

Executive Committee

Nomination 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 also Board Members

Peristeris

Georgios

Chairman and Chief Executive Officer

Chairman

Male

Greek

Taprantzis

Andreas

Vice‑Chairman of the Board, Independent Non‑Executive Member, Senior Independent Director

Chairman

Male

Greek

Tamvakakis

Apostolos

Vice‑Chairman of the Board, Non‑Executive Member

Member

Male

Greek

Gourzis
Michail

Executive Member

Male

Greek

Lazaridou

Pinelopi

Managing Director,
Executive Member

Member

Female

Greek

Benopoulos

Aggelos

Managing Director,
Executive Member

Member

Male

Greek

Souretis

Petros

Managing Director,
Executive Member

Member

Male

Greek

Moustakas

Emmanouil

Executive Member

Member

Male

Greek

Afentoulis

Dimitrios

Non‑Executive Member

Member

Male

Greek

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Members		Executive Committee	Nomination and Remuneration Committee	Audit Committee	Investment Committee	Strategic Planning Committee	Regulatory Compliance Committee	ESG Committee (Environment, Social, Governance)	Gender	Nationality
Delikoura Aikaterini	Independent, Non‑Executive Member		Member				Member	Member	Female	Greek
Panagopoulou Olga	Independent, Non‑Executive Member								Female	Greek
Sarkissian Ohanesoglou Marina	Independent, Non‑Executive Member							Member	Female	Greek
Skordas Athanasios	Independent, Non‑Executive Member		Chairman	Member			Chairman		Male	Greek
Staikou Sofia	Independent, Non‑Executive Member		Member					Chair	Female	Greek
Members of Committees who are not Board Members
Perdikaris Georgios	-	Member			Chairman	Member			Male	Greek
Kalamaras Nikolaos	-			Member					Male	Greek
Antonakos Dimitrios							Member		Male	Greek
Kourniotis Ioannis							Member		Male	Greek
Kalantidi Danae								Member	Female	Greek
Total number of BoD / Committee Members	14	6	4	4	5	5	4	5

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, as well as in the Corporate Governance Statement.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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.

In addition, the Group’s training policy for Board members and senior executives ensures the continuous enhancement of their knowledge of environmental, social and governance matters, thereby strengthening the ability of top management and the ESG Committee to respond effectively to emerging challenges.

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.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

The Committee closely monitors the progress on the goals and actions outlined in the Group's ESG policy and strategy, ensuring their effective implementation. Additionally, the Committee oversees the preparation of the sustainability report to ensure the Group aligns with all legislative and regulatory requirements.

Corporate Social Responsibility & Sustainable Development Department

The oversight and management of impacts, risks, and opportunities have been assigned to Corporate Social Responsibility & Sustainable Development Department. The Department is tasked with implementing actions related to the Group's ESG strategy and social responsibility initiatives, which include strategic planning, implementation of initiatives, impact assessment, and regular reporting of results.

Furthermore, the Department collaborates closely with other departments and divisions within the Group, as well as with external stakeholders and local communities, to ensure that the actions implemented are effective and aligned with the Group's overall sustainable development and social responsibility goals. The reporting line to the ESG Committee and the Board of Directors ensures that there is frequent and timely communication on sustainable development issues.

Risk Management Officer

In the process of identifying and overseeing risks, the Risk Management Officer also participates by assessing, monitoring, and managing potential risks that could affect the smooth operation of the business. There is close collaboration with all the Group's divisions, such as the Finance Division, the Health, Safety, and Environment Division, the Technical Office, and the Human Resources Division, to ensure that all potential risks are identified in a timely manner and addressed effectively. Environmental controls and due diligence analyses for managing and overseeing impacts, risks, and opportunities are embedded within the Group's internal operations, ensuring the resilience of the business model.

Additionally, a comprehensive risk management and an internal control system have been developed, covering all critical areas and designed to enhance the Group’s resilience and transparency. The system is based on structured processes, such as the Code of Ethics, the Internal Rules of Operation, and the principle of dual signatures. The system also includes due diligence actions during the selection of partners and regular audits by the relevant units. Risks are assessed based on probability and severity, and preventive measures are applied to mitigate them. The results are documented in reports that inform stakeholders and support decision‐making, while improvement suggestions are incorporated into the Group's strategic plans. These reports are periodically presented to the Board of Directors and the relevant Committees, facilitating continuous monitoring and improvement of the system.

1.2.2Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies [GOV-2]

The Board members and the ESG Committee receive updates from the CSR & Sustainable Development Department on a quarterly basis, or more frequently if needed, regarding emerging issues regarding Sustainable Development and the effective implementation of related policies and actions. The ESG Committee ensures these topics align with the Group's strategy. In this context, meetings are held with relevant stakeholders to enhance the supervision of strategy implementation and the decision‐making process. This approach ensures that decisions are well‐informed and aligned

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

with the Group's strategic objectives, considering potential long‐term impacts and the dynamics of the external environment. Board members utilize the data derived from the identification of impacts, risks, and opportunities to more effectively oversee the organization's strategy. During the decision‐making process, the Board thoroughly evaluates the received reports, and the information collected from meetings, using this data to address current and future challenges and opportunities, considering both external and internal factors that affect the business model. The Board and the ESG Committee establish the Group’s goals which ensure performance monitoring through a system for collecting and analyzing key performance indicators (KPIs). The results are periodically presented by the Corporate Social Responsibility & Sustainable Development Department. If there are any deviations, corrective actions are taken, such as revising strategies or training personnel. During the reporting period, the Board and the ESG Committee approved the Group’s material impacts, risks, and opportunities, as identified by the Double Materiality Analysis.

1.2.3Integration of sustainability-related performance in incentive schemes [GOV-3]

GEK TERNA Group strategically integrates sustainability performance into its incentive system to ensure that individual and team objectives align with the organization's overall Sustainable Development goals, thereby strengthening employee commitment to generating long‐term value.

The Remuneration Policy specifies that the provision of short‐term variable compensation (Bonus) is tied to achieving specific targets in areas related to Sustainable Development, such as environmental impact (e.g., reduction of emissions) or people management and working conditions (e.g., number and severity of accidents, etc.). The targets are established through specific Key Performance Indicators (KPIs) that relate to the values and strategic priorities of the Group and are determined by the Board of Directors.

These indicators are reviewed by the Remuneration Committee and approved by the General Assembly, as part of the existing Remuneration Policy. Decisions regarding the terms of incentive systems are approved and revised at the Board level with the endorsement of the General Assembly. Our compliance with disclosure requirements aligns with the remuneration report described in Articles 9a and 9b of the Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies.

This incentive system applies to Board members and senior management executives who are not members of the Board (Directors, Top Management Executives (TME)).

1.2.4Statement on due diligence [GOV-4]

GEK TERNA Group is committed to uphold the principles of sustainable development into its governance structure, ensuring responsible business practices that align with the applicable regulatory frameworks, including the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS). At the same time, the Group recognizes the importance of systematic and comprehensive due diligence as a fundamental mechanism for responsible business conduct.

The due diligence process implemented by the Group is designed to identify, prevent, mitigate and address both actual and potential adverse impacts on the environment and society. The following table illustrates how and where the implementation of the main aspects and steps of the due diligence process is reflected in the relevant sustainability statement:

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Core elements of due diligence	Paragraphs in the sustainability statement
i. Embedding due diligence in governance, strategy and business model	Information provided to and sustainability matters addressed by the company’s administrative, management and supervisory bodies [GOV‐2] Integration of sustainability‐related performance in incentive schemes [GOV‐3] Material impacts, risks and opportunities and their interaction with the strategy and business model [SBM‑3]
ii. Engaging with affected stakeholders in all key steps of the due diligence	Interests and views of stakeholders [SBM‑2] Description of the processes to identify and assess material impacts, risks and opportunities [IRO‑1] Processes for engaging with own workforce and workers’ representatives about impacts [S1‑2] Processes to remediate negative impacts and channels for own workforce to raise concerns[S1‑3] Processes for engaging with workers in the value chain about impacts [S2-2] Processes to remediate negative impacts and channels for workers in the value chain to raise concerns [S2-3] Processes for engaging with affected communities about impacts [S3-2]
iii. Identifying and assessing adverse impacts	Description of the processes to identify and assess material impacts, risks and opportunities [IRO‑1] Material impacts, risks and opportunities and their interaction with the strategy and business model [SBM‑3]

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Core elements of due diligence

Paragraphs in the sustainability statement

iv. Taking actions to address those adverse impacts

Climate Change

Policies related to climate change mitigation and adaptation [E1‑2]
Actions and resources related to climate policies [E1‑3]

Resource Use and Circular Economy

Policies related to resource use and circular economy [E5-1]
Actions and resources related to resource use and circular economy [E5-2]

Own Workforce

Policies related to own workforce [S1‑1]
Processes to remediate negative impacts and channels for own workforce to raise concerns [S1‑3]
Taking action on material impacts on own workforce [S1‑4]

Workers in the Value Chain

Policies related to workers in the value chain [S2‑1]

Affected communities

Policies related to affected communities [S3-1]

Business Conduct

Business conduct policies and corporate culture [G1-1]

Value Creation – GEK TERNA Group Specific Topic

Policies approved for managing material sustainability matters [MDR‑P]
Actions and resources related to material sustainability matters [MDR‑A]

v. Tracking the effectiveness of these efforts and communicating

Climate Change

Targets related to climate change mitigation and adaptation [E1‑4]

Resource Use and Circular Economy

Targets related to resource use and circular economy [E5-3]
Resource outflows – Waste [E5-5]

Own Workforce

Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities [S1‑5]

Workers in the Value Chain

Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities [S2‑5]

Value Creation – GEK TERNA Group Specific Topic

Tracking effectiveness of policies and actions through targets [MDR‑T]

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

1.2.5Risk management and internal controls over sustainability reporting [GOV-5]

The risk management and internal control system related to sustainability reporting is structured to ensure the accuracy, completeness, and integrity of the data contained in this statement. In parallel, the Group has established a standardized and comprehensive sustainability reporting process, which defines the roles, steps and required control points for the collection, verification and documentation of information.

In this context, the Group has developed a coherent system for identifying, assessing and managing risks associated both with the data and the processes used to prepare the Sustainability Statement. To prioritize risks, parameters that assess the potential impact on the completion process of the sustainability statement are integrated. The main risks include data completeness, integrity, accuracy, and availability within the required timeframe.

To mitigate these risks, quality checks and meetings with relevant departments are conducted to address data gaps and enhance the reliability of the reports. The Group has also developed a framework for assumptions when direct data from the value chain is not available.

The Corporate Social Responsibility & Sustainable Development Department leads the implementation of the framework, working closely with other departments to collect and verify the data. Findings are regularly reported to the leadership of Corporate Social Responsibility & Sustainable Development Department and, if necessary, to the Board of Directors and the ESG Committee, ensuring transparency and alignment with the strategic sustainability objectives.

1.3Strategy

1.3.1Strategy, business model and value chain [SBM-1]

GEK TERNA Group is one of the largest business groups in Greece, with a presence in Central and Southeastern Europe and the Middle East. It has a broad portfolio of investment projects and holds a leading position in sectors such as infrastructure, electricity production, supply, and trading, concessions, waste management, real estate development and management, and mining activities. The Group's primary goal is to achieve continuous and responsible growth and enhance competitiveness across all its activities. This is accomplished through investments and synergies that create additional value and ensure sustainability, as well as stable returns for shareholders. Concurrently, its dynamic business development is closely aligned with the principles of Corporate Responsibility and Sustainable Development. Through its strategy, the Group supports initiatives that contribute to achieving national and European priorities and offers a wide range of products and services that promote Sustainable Development in the communities where it operates.

The Group’s activities by sector are presented below:

Construction

The Group operates in the construction sector through its subsidiary TERNA S.A. Founded in 1972, TERNA constitutes the construction arm and a 100% subsidiary of GEK TERNA Group. It is the largest Greek construction company, specializing in the implementation of complex and demanding infrastructure projects. At the same time, it operates as a reliable and strategic partner to international groups, possessing extensive experience both in Greece and abroad, as well as significant synergies with the Group’s other activities in the concessions and energy sectors.

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TERNA S.A.’s expertise in the implementation of large-scale road, building, port and energy projects, combined with its significant presence in the markets in which it operates, renders it one of the most recognisable companies in the sector.

Electricity from thermal energy sources, electricity & natural gas trading

The GEK TERNA Group operates in the fields of electricity and natural gas generation, supply and trading, primarily through its subsidiary company HERON ENERGY S.A., in which it is the sole shareholder, holding 100% of the share capital. Its vertically integrated presence constitutes a key factor in limiting the related market risk, while at the same time enabling it to capitalize on opportunities arising at different levels.

Real estate

GEK TERNA Group, maintaining a significant position in the real estate management and exploitation sector, holds an extensive portfolio with a value of EUR 122 million in Greece, Romania and Bulgaria. The portfolio includes owner-occupied properties, shopping centers, industrial parks, land plots and land parcels in tourist areas.

Concessions

GEK TERNA Group manages a broad concessions portfolio covering major infrastructure assets (transport, tourism and environmental infrastructure), as well as significant projects in the field of the digital economy. Indicatively, the following categories of projects are included in the portfolio:

▪Highways

▪Airports

▪Tourism and leisure developments

▪Ports

▪Integrated waste management infrastructure

▪Parking stations

▪Digital transformation projects

It is worth noting that the GEK TERNA Group is a leading investor, holding one of the youngest (average contractual duration of 25 years), most diversified and low-risk portfolios, with projects such as Attiki Odos, Egnatia Odos, the Northern Road Axis of Crete, the Heraklion International Airport of Crete, among others, while the total length of the motorways under its management amounts to almost 2,000 km.

Mining - Manufacturing

The Group, through its subsidiary TERNA MAG, is engaged in the extraction and processing of magnesite, to produce caustic and dead‐burned magnesia products of various qualities and chemical characteristics. The products are mainly sold to customers abroad.

Holdings

This refers to the support function of the Group’s operating business segments, as well as the pilot operation of new business areas.

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The above analysis highlights that GEK TERNA Group is one of the largest and most diversified groups in Greece, serving various significant markets and customer groups through its activities in the following sectors:

Construction: Public sector bodies, private enterprises, which commission large infrastructure projects such as roads, bridges, and buildings.

Energy: Customers include public authorities and private individuals who purchase energy.

Concessions: Management and exploitation of infrastructure projects through long-term contracts with the public sector, such as highways and airports.

The Group focuses on large‑scale projects that require significant technical and financial capacity and often collaborates with governmental bodies and major companies both in Greece and abroad.

Activity by Geographic Area

The following table summarizes the number of employees by geographic area, highlighting the scale of the organization's activities.

Geographic Area	Number of employees
Albania	7
North Macedonia	1
Bulgaria	183
Greece	5,892
United Arab Emirates	3
Iraq	1
Qatar	5
Cyprus	37
Bahrain	13
Romania	1
Saudi Arabia	1
Serbia	5
Total	6,149

During the fiscal year 2025, the total amount of revenue generated from the sector “electricity from thermal sources, electricity and natural gas trading”, which is associated with fossil fuels, amount to 280,864.5 thousand euros. Furthermore, in 2025, the turnover aligned with the requirements of the EU Taxonomy, as defined in Article 8(7)(a) of Commission Delegated Regulation (EU) 2021/2178, amounts to 412,527 thousand euros, corresponding to 10.7% of the Group’s total turnover.

Sustainability Strategy

Sustainable Development is a fundamental component of the long‐term strategy and business activities of GEK TERNA Group, enabling its competitive advantage over time and addressing modern challenges such as climate change, biodiversity loss, and social inequalities. At the same time, sustainable development serves as a driving force for seizing opportunities from the energy transition,

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contributing to a new, efficient development model that aligns with the Global Sustainable Development Goals.

The integration of Sustainable Development principles is reflected in the strategy, that has been designed to focus on identifying the most critical issues related to its activities and underlying challenges, as well as further incorporating sustainability into operations. The strategy aims at maximizing positive impacts and mitigating negative effects through the implementation of best practices, sustainable initiatives, and reliable partnerships. This dynamic approach is continuously expanding and improving for the benefit of all stakeholders, including shareholders, investors, employees, and society at large.

During the goal‑setting process, the full spectrum of the Group’s activities was considered including significant groups of products and services, customer categories, geographical areas and stakeholder relationships. These targets include both the reduction of the carbon footprint of operations and the strengthening of the implementation of the principles of Sustainable Development across the Group.

Within the framework of sustainability strategy, GEK TERNA Group has identified three (3) main strategic pillars, aiming at creating long‐term positive impacts on an economic, social, and environmental level. These pillars focus on improving operational efficiency, reducing environmental footprint, promoting social responsibility, and enhancing corporate governance.

Pillars
Protecting the environment for present and future generations	Fostering a positive impact on our society	Building a sustainable workforce and resilient supply chain
Actions
Climate action Environmental management Waste management	Community engagement Economic contributions Social investment	Creating a supportive and dynamic working environment Responsible and sustainable supply chain Creation and distribution of economic value

Although specific goals may vary depending on the Group's strategic plan and priorities, the Group's goal‐setting generally includes:

▪Reducing the Group’s carbon footprint through energy‐efficient practices, as well as by utilizing renewable energy sources and innovative technologies that minimize greenhouse gas emissions.

▪Implementing sustainable construction practices, i.e., use of environmentally friendly materials and optimizing energy and resource use in projects.

▪Integrating resilience into the Group's business activities, designing and developing infrastructure that withstands the impacts of climate change.

▪Applying comprehensive waste reduction strategies that prioritize recycling, reuse, and responsible disposal.

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▪Expanding investments to implement green energy projects and increase the market share of clean energy.

▪Managing infrastructure with social and environmental responsibility, aiming to improve the quality of life in local communities and enhance economic development sustainably.

▪Reducing waste production at the source, increasing the recovery of valuable materials, and collaborating with certified waste management entities for environmentally sound disposal of residual waste.

▪Creating a supportive and dynamic work environment where employees can grow professionally and personally.

▪Continuously improving and committing in the field "Health & Safety at work."

▪Avoiding uncertainty and risks to ensure financial stability, promote sustainable growth, and create economic value.

▪Creating a positive impact on society through the systematic implementation of actions and initiatives.

GEK TERNA Group is also working to strengthen relationships with stakeholders, such as local communities, investors, and public sector bodies, promoting transparency and accountability. Additionally, the Group aims at expanding its presence in regions where it can significantly contribute to sustainable development, both nationally and internationally. These objectives underscore GEK TERNA Group's commitment to sustainable development and responsible business practices.

At the same time, the Group monitors its performance regarding sustainability goals through internal reports, quantitative performance indicators, and external audits/certifications to ensure that sustainability goals are effectively achieved. In this context, the annual Sustainable Development Report is also utilized, incorporating retrospective monitoring indicators to assess the current state within the organization and examine the effectiveness of the measures taken to achieve the set goals. Based on the results, processes considered environmentally burdensome or misaligned with the Group's goals are updated with improvement actions or, if feasible, replaced with more sustainable alternative practices.

The key future challenges for implementing the strategy include:

▪Technology integration: The effective integration of technologies across the Group’s operations and subsidiaries, without disrupting productivity, constitutes a significant challenge.

▪Regulatory compliance: Ongoing changes in climate‐related regulations and legislation require regular monitoring and allocation of resources to meet specific requirements.

▪Management of climate risks: Managing both physical and transition risks is a challenge as they can affect the Group's operations and business continuity.

▪Alignment with stakeholders: Balancing the interests of various stakeholders, including employees, suppliers, shareholders, and local communities, is complex and requires careful negotiation and communication for full alignment.

At the same time, the critical solutions/projects to be implemented include:

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▪Increasing operational efficiency: Adopting actions that contribute to energy efficiency and reducing the carbon footprint, considering both the cost of technologies and the long‐term benefit for the organization's sustainability.

▪Setting quantitative goals and specific timelines: Approval, by the BoD, of quantitative goals and the timeline for implementing actions to achieve each goal, for effective management of risks arising from the external environment.

▪Informing and raising awareness among stakeholders: Organizing trainings and awareness campaigns on environmental, social, and governance issues so that stakeholders better understand the challenges and opportunities, enhance their commitment to sustainable practices, and actively participate in the implementation of the sustainability strategy.

The ESG Committee (Environment, Social and Governance – ESG, hereinafter referred to as the “ESG Committee” or the “Committee”) was established by the Board of Directors to oversee the performance of GEK TERNA Group and to propose improvements in the areas of environment, society and corporate governance, with the aim of creating value for the Group. The Committee is responsible for monitoring the integration of non‑financial factors into business strategies and decision‑making processes, ensuring that the Group maintains its adaptability and is ready for changes in the business environment.

Business Model

The business model of GEK TERNA Group is at the core of corporate strategy, clearly demonstrating how value is created, and the needs of various stakeholders are met through the business activities. This is accomplished by adopting a comprehensive approach that integrates technological innovation with social responsibility and sustainable development. The Group recognizes that its success depends on its ability to leverage available resources and adapt to changing market conditions, seizing opportunities presented by energy and digital transition.

GEK TERNA Group also focuses on building strong relationships with customers and partners, creating a framework that fosters collaboration and knowledge exchange. Through this approach, the Group enhances its ability to develop and offer solutions that meet the specific needs of its customers while positively contributing to society and the environment.

Additionally, a central focus is the creation of a safe working environment and the continuous training and development of human resources to ensure that employees are equipped with the necessary skills and knowledge to meet the challenges of the modern business environment. The Group's commitment to transparency and accountability enhances the trust of investors and other stakeholders, forming a solid foundation for future growth.

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Inputs

Business activities and values

Products and Services

Outputs: The value we create

FINANCIAL CAPITAL

- Own equity and debt

OUR VALUES

Respect for humans and the natural environment.
Value creation for employees, business partners, customers, and shareholder.
Honesty and reliability.
Targeted social contribution.

OUR ACTIVITIES

Construction
Energy

- Production of electricity from thermal energy sources

- Sale of electricity

Concessions – Self/Co‑financed Projects
Real Estate
Mining – Industry

Products and Services from all sectors of activity

FINANCIAL CAPITAL

Turnover of 3,855,368 thousand euros

GOVERNANCE

Ensure regulatory compliance and business ethics
Emergency Preparedness – Business Continuity

PEOPLE

Creation and distribution of direct and indirect economic value
Promotion of health, safety, and well‑being
Contribution to employee training and development
Protection and promotion of human rights

ENVIRONMENT

Climate change mitigation and adaptation
Protection of biodiversity

Conservation of natural resources and resources

HUMAN CAPITAL

6,149 employees
Knowledge, skills and abilities
Ethics

HUMAN CAPITAL

27,610 hours of training (Greece and abroad)

56 students completed an internship at the Group

NATURAL CAPITAL

Water
Land use
Raw materials and resources

INDUSTRIAL CAPITAL

Business units

INDUSTRIAL CAPITAL

A total of 2,576,751.1 MWh of energy was produced from thermal sources and RES

INTELLECTUAL CAPITAL

Patents
Copyrights
Protocols, Procedures

INTELLECTUAL CAPITAL

Update of the Procurement Policy

SOCIAL CAPITAL AND COLLABORATIONS

- 9,615 National suppliers, 93.6 % of the total

- 639 International suppliers, 6.2% of the total

- 19 Connected parties, 0.2% of the total

SOCIAL CAPITAL AND PARTNERSHIPS

5.5 million euros in social support programs

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Value Chain

GEK TERNA Group, in order to better understand the effects of its business activities on the environment and society through all its business interactions, has mapped its value chain across the various sectors of activity through all business relationships. The value chain is composed of activities conducted by the Group, as well as by companies in the upstream and downstream activities that are essential for the successful and effective implementation of its activities.

Upstream Value Chain

In mapping the upstream value chain, GEK TERNA Group has identified the key activities and entities that support its operations. The upstream value chain includes suppliers and stakeholders who provide critical inputs for the Group's efficient functioning. Due to the complexity of the operations, the Group focuses on first‑tier suppliers (Tier 1). These suppliers have the most direct impact on the Group's operations by providing capital, essential goods, and services.

Downstream Value Chain

Entities in the downstream value chain, such as distributors, customers, and waste management companies, receive or utilize products or services. The Group has defined the boundaries of the downstream value chain to include customers, without extending to the customers of its customers.

The table below presents the main categories of value chain actors of GEK TERNA Group for each of the operating sectors in which it operates:

Upstream Value Chain

Group Activities

Downstream Value Chain

Suppliers of raw materials (cement, steel, timber, etc.)
Equipment suppliers (machinery, vehicles, etc.)
Utilities providers
Subcontractors (specialized personnel, technical offices)
Financial institutions and regulatory bodies (banks, licensing authorities)
Insurance services
Water supply service providers

Infrastructure

Waste management services (construction waste)
End users of infrastructure (roads, buildings)
Customers (project owners, public sector)

Subcontractors
Suppliers of raw materials
Equipment and technology suppliers (machinery, toll system technologies)
Financial institutions and regulatory bodies
Insurance services
Water supply service providers
Utilities providers

Concessions

- Management, operation & maintenance of infrastructure

- Unified automatic toll collection system

Airline companies
Waste management services
Road & sea transportation services
End users/customers

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Upstream Value Chain	Group Activities	Downstream Value Chain
Natural gas suppliers Electricity producers Financial and regulatory bodies Insurance services Material suppliers Equipment and technology suppliers (turbines, boilers, emission control systems) Technicians & maintenance contractors Water service providers Energy & environmental regulatory authorities	Electricity from thermal energy sources, electricity and natural gas trading	Grid operators (TSO, DSO) Retail customers Energy Exchange Carbon market (CO₂) Waste management services
Building management & operation services Utility providers Insurance services Materials & equipment suppliers Construction contractors Financial institutions	Real Estate Development	Buyers & tenants Maintenance services Waste management services
Equipment manufacturers (mining machinery) Fuel suppliers Suppliers of chemicals & materials Insurance services Water supply service providers Geological & technical consultants	Industry/Mining	Industries using mining products Transport & logistics companies Waste management services

The Group’s holdings segment is not reflected in the detailed value chain mapping, as it does not constitute a standalone operational activity, but operates in a supportive capacity at the level of strategic oversight and ownership of participations. Its business relationships and impacts are incorporated and assessed through the respective operational segments included in the value chain.

1.3.2Interests and views of stakeholders [SBM-2]

Engaging with stakeholders is a crucial pillar in the operations and strategic development of the Group, as it contributes to building trust and collaboration with organizations and individuals who influence or are influenced by its activities. Through a carefully designed approach, the Group aims at understanding the needs and expectations of stakeholders, appropriately adjusting its strategy to incorporate the interests and perspectives of these stakeholders.

This process involves utilizing a variety of communication channels and adjusting the frequency of communication to ensure effective and transparent information exchange. Active stakeholder engagement not only enhances corporate reputation but also acts as a catalyst for innovation and sustainable development. In this way, the Group can leverage valuable insights gained from these interactions to improve performance and achieve strategic goals.

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The Group recognizes stakeholders as those groups that directly or indirectly influence or are influenced by business activities. Stakeholders are categorized as either internal (such as senior management, employees, etc.) or external (suppliers, customers, business partners, financial institutions, etc.) and are prioritized based on their impact and influence on the Group's operations and value chain.

The table below provides further information on the stakeholder groups involved in the decision‐making process and the methods of communication, highlighting the Group's commitment to open dialogue and responsible business practices.

Stakeholder Group	Communication methods
Group Management	«One to one» meetings
Employees	Regular meetings and updates
	Bulletin boards
	Group website
	Social Media
Customers	Projects’ Management
	Conferences, organizations and business associations
	Group website
	Sustainable Development Report
	Social Media
Financial Institutions	General Meeting of Shareholders
	Shareholders’ Department
	Presentations to analysts
	Participation in investment forums
	Financial Statements
	Sustainable Development Report
	Group website

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Stakeholder Group	Communication methods
Local Communities and Authorities	Personal communication with local authorities, local institutions, associations and unios
	Open dialogue events
	Conferences and consultation events
	Studies and corporate reports
	Sustainable Development Report
	Social Media
Suppliers	Procurement Department
	Regular contacts/visits with suppliers and partners
	Inspections
	Sustainable Development Report
	Social Media
Government Entities, State & Institutional Entities	Consultation with representatives of the State and institutional bodies at national and/or regional level
	Conferences and events
	Corporate publications and articles
	Financial Statements
	Sustainable Development Report
	Social Media
Non‑Governmental Organisations (NGOs)	Social Media
	Conferences and consultation events
	Corporate publications and articles
	Financial Statements
	Sustainable Development Report
	Group website

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Stakeholder Group	Communication methods
Media	Personal communication
	Corporate publications and articles
	Group website
	Financial Statements
	Sustainable Development Report
	Social Media

By utilizing the abovementioned communication channels, the Group systematically integrates the views and expectations of its stakeholders into the formulation and revision of its strategy and business model. Through continuous and structured engagement with stakeholders, the Group collects information and feedback, which are assessed and taken into account in strategic planning, the management of risks and opportunities, as well as in operational decision‑making.

Within the framework of due diligence processes, stakeholders’ views contribute to the identification and assessment of material matters, potential impacts and risks, as well as to the design of appropriate prevention and mitigation measures. At the same time, the Group clearly communicates its expectations to stakeholders, which are incorporated, where required, into contractual terms and partnerships, ensuring the continuous alignment of business activities with the principles of transparency, accountability and sustainable development.

Simultaneously, communication with stakeholders is crucial for the Double Materiality Analysis, as it allows the organization to better understand their expectations, needs, and concerns. This is a key element in identifying issues that are important both to the organization and the stakeholders, fostering transparency and trust among them. Feedback from stakeholders is considered to enhance sustainability initiatives and increase transparency in reporting, as well as to develop policies that align with stakeholder interests and regulatory standards.

The Group's governing bodies, including administrative, management, and supervisory entities, are regularly informed about stakeholder opinions through structured communication channels, assessments, and feedback mechanisms. Meetings are also held with relevant departments to present the results of interactions with stakeholders.

Specifically, the CSR & Sustainable Development Department presents the findings from the collection and processing of questionnaires during the Double Materiality process to the ESG Committee, which in turn informs the Board of Directors. Additionally, the Regulatory Compliance Unit provides regular updates on an annual basis and at least once a year, with further reports made when specific issues or concerns from stakeholders arise. Furthermore, the General Communication and Sustainable Development Division updates the ESG Committee, especially during public consultations, thus providing a comprehensive view of stakeholder opinions. In this way, the ESG Committee and the Board of Directors ensure that their decisions consider the views and needs of stakeholders, promoting transparency and inclusiveness in the decision‐making process.

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1.4Impact, risk and opportunity management

1.4.1Description of the process to identify and assess material impacts, risks and opportunities [IRO-1]

GEK TERNA Group, through the Double Materiality Assessment, aims to identify, reassess and prioritize the critical sustainability areas. In this context, it assesses both the impact of its business activity on the environment, society and the economy, as well as the risks and opportunities arising from the external environment and relating to the Group’s activity, so that it can act proactively, strengthening its resilience and its uninterrupted operation.

The approach followed by the Group for the Double Materiality Assessment is aligned with the requirements of the CSRD and the ESRS, enabling a deep understanding of both internal operations and their broader impact on society and the environment. According to ESRS specifications, the analysis incorporates both dimensions of double materiality—impact materiality and financial materiality—recognizing their interconnections and the need to consider the interdependencies between these two dimensions.

The process followed is divided into four distinct phases aimed at identifying, assessing, prioritizing, and monitoring both negative and positive, potential or actual impacts on people and the environment, as well as risks and opportunities that may have a financial impact on the Group. This detailed process considers the impacts for which the Group is directly responsible through its own operations, as well as the effects arising from its business relationships throughout the value chain. As part of identifying significant activities, the process documented the corresponding dependencies on resources, including natural, human, and social resources, to understand their potential interconnections in terms of availability, cost, and quality, and how these elements might influence business operations.

Phase 1: Understanding the business model, value chain and related activities

This phase involves the identification of value chain activities and internal operations for each business segment as defined by IFRS 8. Additionally, the mapping of the value chain was conducted by identifying key business activities, relationships, and involved parties, encompassing both upstream and downstream activities, as well as internal operations, to serve as a starting point for identifying potentially relevant material issues.

Upstream value chain

During the mapping of the upstream value chain, the GEK TERNA Group has identified the key activities and entities that support its operations. This part of the value chain includes suppliers and stakeholders that provide essential inputs—both material and financial—necessary for the uninterrupted operation of the Group’s activities. Due to the complexity of the Group’s activities, the analysis focuses on first‑tier (Tier 1) suppliers, as these are recognized as having the most direct impact on the Group's operations by providing capital, critical goods, and services.

Downstream value chain

The entities in the downstream value chain (e.g., customers, waste management companies) receive or use the Group’s products or services. The Group has defined the boundaries of its downstream

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value chain to include its direct business relationships, such as immediate customers, but does not extend to the stakeholders of its customers.

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Own operations

The consolidation approach presented in the financial statements serves as the starting point for the identification of the Group’s own operations. The principle applied for determining the scope of the Group’s own operations is the degree to which the Group can exercise control over the activities performed, so that any activity over which control is exercised is included within own operations. Participations, including joint ventures, that are not consolidated but over which the Group exercises significant influence, are taken into account as significant business relationships.

Within its own operations, the Group includes all activities that are necessary for the provision and/or support of services and products to customers. Specifically, the following are included:

▪Own workforce and own facilities

▪Operational sites/facilities

▪Own activities (by business sector)

To create the necessary framework regarding all potentially material ESRS topics and sub‑topics relevant to the Group, a detailed analysis has been carried out, using input from the following information sources:

▪GEK TERNA Group’s 2024 Double Materiality Assessment

▪ESG rating agencies, industry standards and EFRAG guidance reports

▪Sustainability reports of organizations operating in the same field (peer companies)

Each of the above sources highlights key sustainability issues by sector as reflected in the Group’s value chain. These issues are subsequently mapped to the most relevant ESRS sub‑topics, with particular care taken to ensure that the mapping performed is accurate and relevant.

Regarding the peer benchmarking, the Group has utilized the most recent publicly available sustainability statements/reports from organizations operating in similar sectors, both nationally and internationally, to ensure a representative sample. Additionally, GEK TERNA Group has identified and examined entity-specific topics as potentially material, given the absence of specific sectoral ESRS topics. This review allows the identification of sustainability topics relevant to the Group's sectors, operations, and value chain, serving as a starting point for identifying related impacts, risks, and opportunities.

Phase 2: Identification of Impacts, Risks and Opportunities (IROs) and Stakeholder Engagement

Impact materiality

For all potentially material topics identified in the previous phase, the key impacts arising from the organization’s own operations and the value chain connected to environmental, social, and governance issues have been recognized. This includes impacts resulting from products and services, as well as through business relationships. Business relationships encompass those within the upstream and downstream value chain and are not limited to direct contractual relationships.

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Specifically, impacts on people and the environment reflect the correlation of the organization's practices and value chain with environmental and societal impacts. These were identified through detailed research and meetings with specialized executives of the Group, who possess the necessary expertise and deep understanding of the Group's activities. The research analysis utilized a variety of information sources, such as industry standards and best practices, environmental and social data, market and economic information, ESG assessments, and feedback from previous evaluations. According to the ESRS, impacts on environmental issues are considered before any mitigation actions. The Group followed this approach by focusing on inherent impacts to achieve a realistic depiction of its impact.

Regarding impact identification, dedicated meetings with representatives of the Group's Departments and Senior Management were conducted to provide valuable information on creating the list of impacts. This process led to the identification of both positive and negative impacts, actual or potential, that arise from the Group's own operations and significant value chain activities, affecting the short‐, medium‐, and/or long‐term horizon. The final list of impacts was validated by the Group's Senior Management.

Financial materiality

Based on ESRS specifications, a topic is considered material if it causes or can reasonably be expected to cause significant financial impacts on the Group. These impacts include risks or opportunities that have or could have a significant effect on the Group’s growth, financial position, performance, cash flows, access to financing, or cost of capital, either in the short‐, medium‐, or long‐term horizon.

To identify risks and opportunities associated with each potentially material topic, the following information sources were utilized:

▪Already identified impacts, which serve as a basis for deriving potential financial consequences.

▪Dependencies on natural and social resources, which may be sources of financial impacts.

▪Value chain activities and sustainability reports from previous years.

▪The organization’s risk management process.

▪Other sources, both specialized for the client and independent, such as benchmarking with competitive companies and sustainability indices.

The preliminary list of risks and opportunities was compiled through thorough analysis of these sources and internal discussions with Senior Management. The identification of risks and opportunities included determining risks arising from impacts and dependencies that could adversely affect the Group's financial figures. It also involved identifying opportunities that the Group could leverage by responding to external conditions to achieve a positive financial impact. Considering the deep knowledge required to identify the most critical risks and opportunities related to the Group's activities, close communication and collaboration were established through specialized discussions with internal stakeholders from relevant Divisions to provide the necessary information for developing the final list of risks and opportunities.

The final list was validated by the Group's Senior Management, with the process involving the participation of key internal stakeholders responsible for recognizing broader financial risks and opportunities.

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Stakeholder engagement

In full alignment with the requirements of the ESRS, GEK TERNA Group developed a stakeholder engagement plan, as an integral part of the Double Materiality assessment process.

The purpose of the engagement plan is to identify internal and external stakeholders who will participate in evaluating impacts, risks, and opportunities to enhance interaction and dialogue, as well as to holistically map the Group's footprint while considering their views, expectations, and concerns.

To ensure accuracy and relevance in the identification of impacts, input was collected from internal stakeholders, such as heads of key departments (Health, Safety & Environment – HSE and Human Resources – HR) and Project Managers overseeing construction sites. In addition, information was gathered through public consultations for major projects and from available channels through which citizens expressed concerns and views.

For the assessment of impacts, the Group adopted an approach based on targeted discussions involving representatives from the Group’s Divisions and subsidiaries, as well as members of the Group Management. Specifically, a workshop (focus group) was conducted, which enabled participants to assess the identified impacts and to conclude on the final list of material matters.

Taking into account the knowledge and experience required to understand the organization and to identify the most critical risks and opportunities associated with the Group’s activities, systematic communication and collaboration were carried out through targeted discussions with internal stakeholders. The objective was to collect the necessary information for the formulation of the final list of risks and opportunities (ROs).

For the assessment of financial materiality, the Group collaborated with key internal stakeholders representing the Group as a whole through the conduct of a workshop (focus group), in order to assess the risks and opportunities that may affect the Group’s cash flows, growth and performance in relation to the potentially material matters that have been identified.

Phase 3: Evaluation of Impacts, Risks and Opportunities (IROs)

The Group developed a structured approach to assess impact materiality in alignment with the ESRS, which differentiates the evaluation based on the type of impact being assessed. Specifically, for existing impacts, the severity of the impact is evaluated, whereas for potential impacts, both the severity and the likelihood of occurrence are assessed. The scoring mechanism developed, allows for a consistent and comparable evaluation of all impacts and has been validated by the Group's Management. The severity of the impact is based on the following criteria:

Positive impacts

▪Scale: How severe the negative impact is or how beneficial the positive impact is for people or the environment.

▪Scope: How widespread the impact is, considering the extent of the affected area (e.g., local/national/international level) or the number of people affected.

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Negative impacts

▪Scale: How severe the negative impact is or how beneficial the positive impact is for people or the environment.

▪Scope: How widespread the impact is, considering the extent of the affected area (e.g., local/national/international level) or the number of people affected.

▪Irremediable character: The level of difficulty in addressing and restoring the damage caused.

The impacts identified for the potentially material matters were assessed through the conduct of a workshop (focus group) involving representatives from the Group’s administrative, management and supervisory bodies, as well as key operational areas and Divisions of the Group. To enhance transparency and reliability, a representative from the Internal Audit Unit attended the workshop during the impact materiality scoring process.

The outcome of this process was the development of a scored list of positive and negative impacts associated with the potentially material matters. Each score was calculated using a mathematical formula that combines severity and likelihood of occurrence.

With regard to the assessment of risks and opportunities, a corresponding scoring mechanism was developed to calculate the final financial materiality score by combining the assessment variables, namely magnitude and likelihood of occurrence. The scoring mechanism developed links each risk/opportunity to a financial measurement indicator that may change should the risk or opportunity materialize, in order to better substantiate the financial impact and to enable a consistent and comparable assessment of all risks and opportunities. The Group’s Management was informed of and validated the application of this scoring mechanism.

Taking into account that financial implications constitute sensitive information for the Group, the assessment of risks and opportunities was carried out with the participation of specialized senior management executives, through a specially structured working group (focus group). The outcome of the process is the compilation of a list of scored risks and opportunities for each potentially material matter.

Phase 4: Determination of material topics and final results

Following the completion of the scoring process and the calculation of the final assessment scores, material impacts, risks and opportunities were identified through the comparison of the final scores with the respective predefined materiality thresholds. The materiality thresholds for (i) impacts and (ii) financial parameters (risks and opportunities) were defined separately, while following a consistent and methodologically substantiated approach. This approach was based on the use of the minimum and maximum observed scores per category, with the aim of ensuring objectivity and comparability.

Each impact, risk or opportunity that exceeded the respective materiality threshold was classified as material, thereby identifying the related sustainability topic as material. Through the definition of these thresholds, the Group ensures an accurate and consistent assessment, enabling the effective prioritization of material topics. In addition, this supports informed decision‑making in alignment with the Group’s strategic objectives.

Through this process, the sustainability topics identified as material for the year 2025 were determined, providing a comprehensive view of the relative significance of each topic, both in terms

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of financial impact and relevance to stakeholders. The outcome was the targeted identification of areas requiring strategic prioritization, in full alignment with the Group’s sustainability objectives and commitments.

The final results were validated by the ESG Committee and the Group’s Senior Management, with the aim of enhancing the effectiveness of the process and increasing awareness of sustainability‑related matters.

In the context of strengthening resilience and preparedness in response to emerging regulatory requirements, the Group proceeded with the gradual integration of the process for identifying, assessing and managing impacts, risks and opportunities into its existing processes. For the topics classified as material, a specific action plan was developed, aiming at timely compliance with the ESRS disclosure requirements and required data points. The Double Materiality Assessment is conducted on an annual basis, in order to reflect new business developments and potential changes in stakeholder impacts.

It is noted that the process for the identification, assessment and management of impacts, risks and opportunities is embedded within the organization’s overall risk management framework and contributes to the development of the overall risk profile, as well as to the enhancement of risk management processes.

1.4.2Material impacts, risks and opportunities and their interaction with strategy and business model [SBM-3]

GEK TERNA Group conducted the Double Materiality Assessment to identify, reassess and prioritize the significant impacts, risks and opportunities in relation to sustainability. This process allows the Group to prioritize the sustainability factors that are most relevant to its corporate strategy, business model and resource allocation. By identifying and evaluating these key factors, the Group can anticipate challenges, seize opportunities and maintain its competitiveness in a constantly changing environment.

Aligning these factors with the Group’s strategy ensures that operational decisions support the long‑term objectives that have been set. At the same time, the regular review and adjustment of the strategy based on the outcome of the assessment is considered necessary in order for the Group to remain competitive and to respond effectively to stakeholder expectations.

In parallel, the integration of these parameters into the business model enables the continuous adaptation of operations and processes, contributing to the optimisation of performance. In this way, the Group shapes a flexible business model that can respond promptly to changes in the external environment, while leveraging new opportunities as they arise.

The table below presents the results of the Group’s Double Materiality Assessment, including the material impacts, risks and opportunities identified through the analysis. During the reporting year, the identified impacts, risks, opportunities and the measures implemented or planned did not lead to any change in the Group’s strategy or business model, and there are no related current financial effects2.

2 GEK TERNA Group has adopted a phased‑in approach with respect to the anticipated financial effects, in the context of implementing the European Sustainability Reporting Standards and the “Quick Fix” Delegated Act.

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Material Impacts

Sustainability topic		Sub-topic ESRS	Impacts	Impact categorization		Time horizon	Value chain
E1	Climate change	Climate change adaptation	Climate-resilient infrastructure Strengthening the Country’s resilience through the development of infrastructure that supports adaptation to climate change.	Positive	Actual	Mid-term	Own operations - Downstream
		Climate change mitigation	Greenhouse gas emissions Direct and indirect CO₂ emissions arising from the Group’s activities and value chain.	Negative	Actual	Short-term	Across the value chain
		Energy	Energy consumption Energy consumption from fossil fuels during the implementation of the Group’s activities.	Negative	Actual	Mid-term	Own operations
Ε5	Resource use and circular economy	Waste	Waste generation Generation of waste due to the Group’s activities.	Negative	Actual	Mid-term	Own operations
S1	Own workforce	Working conditions	Building a safe and supportive working environment Enhancing employees’ wellbeing, sense of safety, and engagement within a healthy and supportive workplace through the implementation of relevant initiatives and measures.	Positive	Actual	Short-term	Own operations
		Working conditions	Occupational health and safety incidents Workplace accidents/incidents and their consequences.	Negative	Actual	Mid-term	Own operations
		Equal treatment and opportunities for all	Employee empowerment, fair treatment, and equal opportunities at work Continuous development and empowerment of the workforce through fair staffing processes and skills‑development programs, promoting equal treatment and equal opportunities across the Group.	Positive	Actual	Short-term	Own operations

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Sustainability topic		Sub-topic ESRS	Impacts	Impact categorization		Time horizon	Value chain
S2	Workers in value chain	Working conditions	Ensuring safe working conditions across the value chain High standards of health and safety and respect for human rights across the value chain, by requiring suppliers’ compliance with the Procurement Policy, the Human Rights Policy, and the Code of Ethics and Conduct.	Positive	Actual	Long-term	Upstream
S3	Affected communities	Communities’ economic, social and cultural rights	Supporting local communities Contributing to the socio‑economic development of local communities by strengthening local employment and supporting the local business ecosystem.	Positive	Actual	Short-term	Across the value chain
G1	Business conduct	Corporate culture	Established culture of business ethics Preventing breaches of business ethics and enhancing transparency through the implementation of a strong corporate governance framework.	Positive	Actual	Short-term	Own operations
G1	Business conduct	Corruption and bribery	Zero tolerance for bribery and corruption Zero tolerance for corruption and bribery and full compliance with the Code of Ethics & Conduct.	Positive	Actual	Short-term	Across the value chain
Value creation			Creation of economic value for the broader spectrum of stakeholders Advancing economic and social prosperity for employees, shareholders, and society at large through the economic value generated by the Group.	Positive	Actual	Mid-term	Own operations

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Material risks and opportunities

Sustainability topic	Sustainability Sub-topic	Risk/Opportunity Description	Risk/Opportunity	Time horizon
ESRS E1 Climate Change	Climate change adaptation	The increased frequency of high temperatures may lead to occasional worksite shutdowns or reduced shift durations, causing delays in project completion.	Risk	Short-term
ESRS E1 Climate Change	Energy	Fluctuations in energy costs resulting in higher operating expenses.	Risk	Mid-term
ESRS S1 Own Workforce	Working conditions	Shortage of available workforce (whether skilled or not) to support and expand the Group’s activities.	Risk	Mid-term
Sector-specific topic	Value creation	New financing mechanisms to leverage (e.g., EU Funding) that facilitate the implementation of the Group’s strategic investments and expansion into new activities.	Opportunity	Mid-term

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The material topics identified through the Assessment relate to climate change, energy, waste, as well as social factors such as working conditions, employment practices and corporate culture. The business model, strategy and value chain are influenced by these factors in order to adapt the current economic model to a more sustainable and resilient framework and to address contemporary challenges, enabling the leveraging of new growth opportunities.

Specifically, regarding climate change, the Group needs to adapt to stricter environmental regulations, which require adopting new technologies and practices to reduce carbon emissions and the environmental footprint. Moreover, the Group's strategy incorporates climate resilience into business operations, aiming to address existing environmental challenges and strengthen infrastructure. The value chain is impacted as the demand for sustainable practices extends to suppliers and partners, enhancing the overall sustainability of the business model.

Within the same context, factors related to waste management may affect the Group, as more stringent management practices, as well as the management of natural resources, may be required. With regard to the regulatory and legislative framework, the Group’s strategy must incorporate practices that promote the principles of the circular economy, enhance sound waste management, and contribute to the minimization of the environmental impacts of construction projects. These practices may require the adoption of new technologies and the adjustment of project design and implementation processes. Furthermore, the value chain is affected, as the Group is required to cooperate with suppliers and partners that share the same values and apply similar practices.

Furthermore, social factors related to employment practices and corporate culture influence the business model, strategy, and value chain through the need to create a dynamic and supportive work environment that fosters innovation, collaboration, and accountability. The Group’s strategy incorporates policies promoting employee satisfaction, personal safety, and professional development to attract and retain talented personnel. These policies include offering training and development opportunities, implementing fair compensation practices, and promoting diversity and inclusion.

At the same time, the Group implements policies and procedures that promote accident prevention and minimize occupational hazards, investing in new equipment and training programs to raise awareness and educate workforce. These initiatives enhance employee trust and commitment while reducing the likelihood of work disruptions and associated financial losses. The value chain is impacted by the need for the Group to collaborate with suppliers, partners, and subcontractors who uphold similar employment practices and maintain rigorous health and safety standards. This collaboration is essential to ensure the overall safety of projects and to safeguard the work environment.

In this context, the Group's strategy and business model are designed to prioritize resilience and adaptability, allowing the Group to effectively tackle significant impacts and risks while capitalizing on emerging opportunities. The resilience of the Group's strategy is built on the following factors:

▪Diversification of activities: The Group's involvement in various sectors enables the reduction of exposure to risks affecting a specific area and allows for opportunities in different markets.

▪Technological innovation: By adopting innovative technologies, the Group enhances process efficiency, reduces environmental impact, and boosts market competitiveness.

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▪Integration of sustainability principles: The Group's strategy incorporates sustainability principles not only to minimize environmental impacts but also to strengthen relationships with local communities and society, ensuring long‐term economic stability.

▪Risk management: The Group has developed robust risk management systems that enable identification, evaluation, and mitigation of potential risks, ensuring business continuity.

The ability to swiftly adapt to changing market conditions and economic challenges allows the Group to capitalize on new opportunities and maintain resilience amidst unforeseen changes. This strategic approach enables the GEK TERNA Group to transform challenges into opportunities, continuously strengthening its competitive position and creating long‑term value for society and the economy.

1.4.3Disclosure requirements in ESRS covered by the undertaking’s sustainability statement [IRO-2]

This sustainability statement complies with the disclosure requirements as outlined by the ESRS standards. The outcome of the Double Materiality process is the identification of material impacts, risks, and opportunities, and consequently, the identification of key sustainability topics by determining the corresponding disclosure requirements. This process reflects the Group's commitment to focusing on areas with the greatest impact and significance for stakeholders and its operational activities. Through the Double Materiality process, the following topics were not deemed material for the operations and value chain of GEK TERNA Group. Therefore, the disclosure requirements related to the corresponding topical standards have not been included: ESRS E2 – Pollution, ESRS E3 – Water and marine resources, ESRS E4 – Biodiversity and ecosystems, ESRS S4 – Consumers and end users.

For further information regarding the detailed list of disclosure requirements, please refer to the Annex.

2.Environmental Information

2.1Climate change [ESRS E1]

2.1.1Disclosures under the EU Taxonomy Regulation (Regulation 2020/852)

The European Taxonomy Regulation (EU) 2020/852 (hereinafter referred to as EUT Regulation), as amended and currently in force, serves as a pivotal instrument of the EU's sustainable finance framework and the European Green Deal, aiming to channel investments into economic activities that support the EU's climate and environmental goals. The EUT Regulation, along with its supporting Delegated Acts, provides the required information for strategic decision‐making and capital allocation towards sustainable projects and activities, thereby contributing to the EU's ambition of achieving climate neutrality by 2050.

The Delegated Regulation (EU) 2021/2178 supplements the EUT Regulation by specifying the content and presentation of information to be disclosed by undertakings subject to Article 29a of Directive 2013/34/EU concerning environmentally sustainable economic activities, and by providing the methodology to comply with that disclosure obligation.

According to Article 8 of the EUT Regulation, establishes the following environmental objectives:

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CCM	CCA	WTR
Climate change mitigation	Climate change adaptation	Sustainable use and protection of water and marine resources
PPC	CE	BΙO
Pollution prevention and control	Transition to a circular economy	Protection and restoration of biodiversity and ecosystems

The environmental objectives related to climate change mitigation (CCM) and climate change adaptation (CCA) were implemented in 2021 through the Climate Delegated Acts3. The remaining four environmental objectives were established in June 2023 through the Environmental Delegated Acts 4effective from reference year 2023 onwards.

In this section, GEK TERNA Group, as a non‐financial entity, discloses the proportion of its turnover, capital expenditures (CapEx), and operating expenses (OpEx) that pertain to the EUT Regulation for the financial year (FY) 2025. These indicators are referred to as Key Performance Indicators (KPIs) and relate to economic activities that are eligible and aligned with the EUT Regulation, according to the environmental objectives established therein.

Overview

The following table and figure illustrate the percentage of GEK TERNA Group’s consolidated Turnover, Capital Expenditures (CapEx) and Operational Expenditures (OpEx) associated with eligible and aligned economic activities, based on the assessment conducted for FY2025 in accordance with the requirements of the EUT Regulation.

3 Climate Delegated Act (EU) 2021/2139, Delegated Act amending the Climate Delegated Act (EU) 2023/2485 and Delegated Act on nuclear and gas activities (EU) 2022/1214.

4 Environmental Delegated Acts (EU) 2023/2485 and (EU) 2023/2486

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Table 1:GEK TERNA Group’s proportion of Taxonomy-eligible and aligned economic activities in total Turnover, CapEx and OpEx in FY2025.

Financial year 2025	Total (thousand euros)	Proportion of Taxonomy‑eligible, non‑aligned economic activities (%)	Proportion of Taxonomy-aligned economic activities (%)	Proportion of Taxonomy-non-eligible economic activities (%)
Total Turnover	3,855,367.76	28.28%	10.70%	61.02%
Capital Expenditure (CapEx)	1,399,415.66	1.21%	0.32%	98.47%
Operating Expenditure (OpEx)	50,278.78	43.52%	7.99%	48.49%

Eligibility assessment

In accordance with the EUT Regulation, Taxonomy‐eligible is an economic activity that is described and included in the Climate and Environmental Delegated Acts supplementing the Regulation. The eligibility of an activity is determined solely by its inclusion/description in these delegated acts, regardless of whether it meets the Technical Screening Criteria (TSC), and minimum (social) safeguards specified therein. Correspondingly, Taxonomy non‐eligible is an economic activity that is not described in the delegated acts supplementing the Regulation, regardless of its level of compliance with the TSC or the minimum safeguards set out in the Regulation.

The economic activities that are Taxonomy‐aligned under the EUT Regulation must contribute directly or indirectly to one or more environmental objectives. Activities that contribute indirectly to one or more environmental objectives are classified as enabling or transitional activities, as follows:

▪Enabling activity: An economic activity qualifies as contributing substantially to one or more of the environmental objectives when it directly enables other activities to substantially contribute to one or more of the environmental objectives set by the EUT Regulation, provided that the economic activity does not lead to a lock‐in of assets that undermine long‐term environmental goals, considering the economic lifetime of those assets; and has a substantial positive environmental impact, on the basis of life‐cycle considerations.

▪Transitional activity: An economic activity, for which there is no technologically and economically feasible low‐carbon alternative, qualifies as contributing substantially to CCM when it supports the transition to a climate‐neutral economy consistent with a pathway to limit the temperature

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increase to 1,5oC above pre‐industrial levels, by phasing out GHG emissions, in particular emissions from solid fossil fuels.

The CCA objective holds a specific role with functions that are fundamentally different from the other five environmental objectives of the Regulation. Activities eligible under CCA are further classified as follows:

▪Adapted activities

▪Enabling activities for adaptation

▪Adapted activities that also enable adaptation

GEK TERNA Group examined all economic activities conducted in FY2025, to determine which of them are Taxonomy‑eligible in relation to the climate and environmental objectives set out in the Climate and Environmental Delegated Acts. This assessment identified a total of 20 eligible economic activities, which are associated with the following objectives:

▪Climate change mitigation (CCM)

▪Climate change adaptation (CCA) objectives

▪Sustainable use and protection of water and marine resources (WTR)

▪Transition to a circular economy (CE).

Table 2:GEK TERNA Group’s Taxonomy-eligible economic activities for FY2025. 5

Eligible economic activity		Description of the Group's activity	Objective and Type of activity (Enabling- E or Transitional - T)
2.1	Water supply	The Group is active in the construction of renovation, expansion, and upgrading projects of local water supply networks for the provision of drinking water to settlements from surface and ground water sources. These projects contribute to the sustainable use and protection of water resources.	WTR
2.7	Sorting and material recovery of non-hazardous waste	The Group is engaged in the construction and operation of integrated waste‑management projects, providing definitive solutions to the waste‑management challenges of the Regions of the Peloponnese and Thessaly.	CE

5 Commission Delegated Act for the Environment (EU) 2023/2486, Commission Delegated Act for Climate (EU) 2021/2139.

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Eligible economic activity		Description of the Group's activity	Objective and Type of activity (Enabling- E or Transitional - T)
3.4	Maintenance of roads and motorways	In the Concessions sector, GEK TERNA Group stands as the largest investor in the country, boasting one of the newest and most diversified portfolios in the construction, operation, and maintenance of major transport infrastructure. In 2025, the Group's portfolio in the Motorway Concessions sector encompasses the following concessions: Nea Odos, a highway spanning a total length of 380km, including 196km of Ionia Odos motorway and a 172.5km section of the PATHE motorway. Kentriki Odos, management and maintenance of the PATHE highway section from Skarfia to Raches of Fthiotida, with a total length of approximately 57km. Egnatia Odos, maintenance and operation of Egnatia Odos motorway, which spans a total length of 658km along with its three vertical axes (225km), for 35 years starting in 2024. Northern Road Axis of Crete (BOAK) - Section Hersonissos – Neapoli. Nea Attiki Odos In addition, the Group has undertaken maintenance works on the Olympia Odos motorway and on sections of the road network of the island of Rhodes.	CE
3.20	Manufacture, installation, and servicing of high, medium and low voltage electrical equipment for electrical transmission and distribution that result in or enable a substantial contribution to climate change mitigation	The Group is engaged in the construction of significant interconnection infrastructure, contributing to the further integration of Renewable Energy Sources (RES) in the national Electricity Transmission System (ETS), the interconnection of islands with the ETS, the flexibility and stability of the System, demand response management, and broader energy security at the national and EU level.	Ε for CCM
4.1	Provision of IT/OT data-driven solutions	The Group is engaged in the installation of smart infrastructure for monitoring the structural response of selected road bridges across the country’s 13 Regions. This infrastructure involves real-time monitoring of the structural health of road bridges through modern systems and methodologies of instrumental monitoring.	Ε for CE
4.1	Electricity generation using solar photovoltaic (PV) technology	As part of its sustainable development strategy, the Group continues to invest in RES projects that bolster the transition to a low-carbon economy at both national and EU level.	CCM
4.5	Electricity generation from hydropower	The Group is engaged in the construction of a hydroelectric project with a total installed capacity of 29 MW, which is expected to enhance the energy capacity of the region.	CCM

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Eligible economic activity		Description of the Group's activity	Objective and Type of activity (Enabling- E or Transitional - T)
4.10	Storage of electricity	The Group is engaged in the design, procurement, construction, installation, testing and delivery into full operation (Ready for Commercial Operation) of a Battery Energy Storage System (BESS) with a total capacity of 12 MW and energy storage capacity of 24 MWh.	Ε for CCM
4.14	Transmission and distribution networks for renewable and low-carbon gases	In 2025, the Group's Construction sector portfolio includes 8 natural gas (NG) transmission and distribution infrastructure projects in Greece. These projects support the country's transition to a climate-neutral economy and reducing dependence on conventional fossil fuels for electricity generation.	CCM
4.29	Electricity generation from fossil gaseous fuels	Through HERON ENERGY, the Group is active in the generation and supply of electricity from natural gas (NG). In addition, within the Construction sector, the Group is constructing natural gas production infrastructure projects in Greece and Cyprus in 2025.	T for CCM
5.2	Renewal of water collection, treatment and supply systems	The Group constructs renovation, expansion and upgrading of local water‑supply networks, providing potable water to settlements from surface and groundwater sources. These projects also contribute to climate‑change mitigation by improving existing water‑supply infrastructure, leading to a corresponding reduction in water losses and the protection of water resources in the respective areas.	CCM
6.13	Infrastructure for personal mobility, cycle logistics	The Group is active in projects related to the construction of active mobility infrastructure, including cycling‑lane networks, as well as projects for the improvement and upgrading of existing infrastructure for pedestrians and cyclists.	Ε for CCM
6.14	Infrastructure for rail transport	The Group also contributes to sustainable mobility through railway infrastructure projects within its Construction sector. This activity αφορά the construction of railway electrification projects, as well as projects aimed at enhancing railway safety in Greece and Bulgaria.	E for CCM
6.15	Infrastructure enabling road transport and public transport	Within the Construction sector, the Group continues to invest in significant projects for the modernisation and upgrading of existing motorways and local road networks in Greece. These investments contribute to climate‑change adaptation through the development of more resilient and environmentally friendly infrastructure, while also enhancing the safety and efficiency of road transport.	CCA
6.16	Infrastructure for water transport	The Group is active in the modernisation and operational upgrading of port infrastructure, implementing projects for the improvement of infrastructure of strategic importance, such as those of the Piraeus Port Authority (OLP).	CCA

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Eligible economic activity		Description of the Group's activity	Objective and Type of activity (Enabling- E or Transitional - T)
7.1	Construction of new buildings	The Group undertakes the construction of landmark buildings that meet sustainable development standards, including bioclimatic office buildings, multi‑thematic tourism resorts and modern healthcare facilities. These projects are currently under development through the construction arm of the GEK TERNA Group and contribute to the upgrading of cities across the country. The Group’s asset base includes the following buildings, which are being constructed in accordance with the specifications of the LEED system in order to obtain the respective certification upon completion: Kastelli Airport Passenger Terminal, Crete Noval Building Piraeus Tower Asteria Glyfadas 65 Kifisias Avenue Building, Maroussi HUB 26, Thessaloniki Microsoft Data Center	CCM
7.2	Renovation of existing buildings	Within its Construction sector, the Group undertakes the modernisation and refurbishment of existing building facilities. In total, 17 projects were under development in 2025, covering both mainland and island regions of the country. These projects include the upgrading of buildings through the deployment of modern technologies and sustainable practices, with the aim of improving energy efficiency and the operational performance of the facilities. The Group is committed to creating more resilient and environmentally friendly infrastructure, contributing to the upgrading of local communities and the promotion of sustainable development.	T for CCM
7.3	Installation, maintenance and repair of energy efficiency equipment	The Group is implementing significant projects for the upgrading and modernisation of public lighting in road‑transport infrastructure and urban regeneration projects across the country’s islands, using high‑energy‑efficiency LED equipment. These projects contribute to improved energy efficiency, providing enhanced lighting conditions while reducing energy consumption.	Ε for CCM
8.4	Software for physical climate‑risk management and adaptation	The Group develops and implements integrated digital tools, such as a watercourse delineation information system in combination with software for the management of physical climate risks, with the aim of preventing hydrological risks and enhancing climate‑change adaptation.	CCA
14.2	Flood risk prevention and protection infrastructure	The Group also contributes to flood‑risk prevention and flood‑protection activities through the implementation of a total of eight projects related to the flood protection of motorways, areas affected by wildfires, and landslide‑mitigation works along the Northern Road Axis of Crete (VOAK).	Ε for CCA

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Alignment assessment

The Regulation outlines three conditions an economic activity must meet to be considered environmentally sustainable and aligned:

▪Substantial contribution to one or more of the six environmental objectives set out in Article 9 of the Regulation, through compliance with the relevant Technical Screening Criteria (TSC) for substantial contribution, as defined in the Delegated Acts for each environmental objective.

▪Do No Significant Harm (DNSH) to the other environmental objectives defined in Article 9 of the Regulation, in accordance with Article 17 ‐ compliance with the DNSH TSC defined in the delegated acts of the Regulation for each environmental objective.

▪Compliance with the Minimum Safeguards (MS) described in Article 18 of the Regulation.

For each of the 20 eligible activities for FY2025, GEK TERNA Group conducted a detailed assessment to determine whether each eligible activity and its associated projects/facilities meet the Substantial Contribution TSC for one or more environmental objectives of the Regulation and the DNSH TSC for the remaining environmental objectives.

Substantial contribution

The eligible activities of the GEK TERNA Group, in accordance with Regulation (EU) 2020/852 (EU Taxonomy), relate to activities in the energy, infrastructure and building‑construction sectors. These activities are mapped against the environmental objectives of Taxonomy and are assessed for compliance with the Technical Screening Criteria (TSC) for Substantial Contribution.

Regarding the environmental objective of Climate Change Mitigation, the Group’s eligible activities that meet the Substantial Contribution TSC include:

▪Electricity generation (4.1, 4.5)

▪Electricity storage (4.10)

▪Active mobility infrastructure (6.13)

▪Low‑carbon road transport infrastructure (6.15)

▪Construction of “green” buildings (part of 7.1)

The above activities contribute to the reduction of greenhouse‑gas emissions and/or to the transition towards low‑emission energy and transport systems, in line with the EU Taxonomy requirements for substantial contribution to the CCM objective.

Regarding the environmental objective of Climate Change Adaptation, the Group’s eligible activities that meet the Substantial Contribution TSC include:

▪Software enabling physical climate risk management and adaptation (8.4)

▪Infrastructure for rail transport (6.14)

▪Infrastructure enabling road transport and public transport (6.15)

▪Flood risk prevention and protection infrastructure (14.2)

▪Infrastructure for water transport (6.16)

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These activities enhance the resilience of infrastructure, networks and services against physical climate‑related risks (e.g. extreme weather events), supporting systematic risk assessment, the integration of adaptation measures into design and operation, and the safeguarding of business continuity for critical services.

Finally, with regard to the environmental objective of Circular Economy, the eligible activities related to the installation of “smart” monitoring and management infrastructure for road bridges (within the scope of activity 4.1) meet the Technical Screening Criteria (TSC) for Substantial Contribution to the Circular Economy (CE) objective, through the extension of the infrastructure life cycle, the optimization of maintenance activities and the more efficient use of resources.

Do No Significant Harm

For all of the Group’s eligible economic activities that demonstrate Substantial Contribution to the environmental objectives of Climate Change Mitigation (CCM), Climate Change Adaptation (CCA) and the Circular Economy (CE), the Group proceeded with a further assessment of their compliance with the “Do No Significant Harm” (DNSH) Technical Screening Criteria (TSC) in relation to the remaining environmental objectives of the Regulation.

In particular, with regard to the environmental objective of Climate Change Adaptation (CCA), the applicable DNSH TSC require the performance of a Climate Risk Assessment (CRA) for all identified eligible activities, taking into account their entire life cycle. The climate‑resilience analysis was conducted at Group level, taking into consideration the full range of the Group’s activities, with the aim of achieving a comprehensive assessment of the Group’s exposure, vulnerability and adaptive capacity with respect to physical climate‑related risks.

Specifically, the analysis was carried out on the basis of scenario analysis, considering an optimistic, a moderate and a pessimistic scenario, compared against current risk levels. These scenarios are aligned with the respective RCP2.6, RCP4.5 and RCP8.5 (Representative Concentration Pathways) scenarios of the Intergovernmental Panel on Climate Change (IPCC), which represent, respectively, a net‑zero emissions scenario by 2100, a moderate scenario in which emissions peak around 2040 and subsequently decline, leading to an increase in average global temperature of between 1°C and 2°C by 2100, and a pessimistic scenario with an increase in global temperature of approximately 4.3°C by 2100.

The climate‑risk assessment was performed in accordance with the recommendations of the Task Force on Climate‑related Financial Disclosures (TCFD) and includes the identification of both the magnitude of potential impacts and the likelihood of their occurrence, each assessed on a five‑point scale.

An overview of the criteria and methodologies applied for the assessment of the Group’s alignment with the Substantial Contribution and DNSH Technical Screening Criteria of the EU Taxonomy Regulation is presented in the table below.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Table 3: Alignment assessment of the Group’s eligible economic activities with the EU Taxonomy Technical Screening Criteria (TSC) for the 2025 financial year.

Eligible economic activity		TSC assessment	Compliance with TSC
2.1	Water supply	The Group's water supply networks’ reconstruction and renovation projects are deemed as non-aligned with the applicable Substantial Contribution and DNSH TSC for CCM due to lack of sufficient documentation for FY2025.	Non-compliant
2.7	Sorting and material recovery of non-hazardous waste	Based on the available documentation, the activity is considered non-aligned with applicable DNSH TSC.	Non-compliant
3.4	Maintenance of roads and motorways	The Group's Motorway Concession projects have undergone an Environmental Impact Assessment (EIA) procedure, successfully completed with the issuance of the respective Decisions of Approval of Environmental Terms (DAETs); compliance with issued DAETs is ensured through environmental monitoring programs implemented on a project basis. Additionally, a CRA and a relevant Adaptation Plan have been conducted for the projects. Finally, the projects comply to a significant extent with the Substantial Contribution TSC for circular economy (CE), as waste generated from motorway maintenance and operation activities is managed in accordance with the respective waste management plans in place for each project, including specific provisions for preparation for reuse and recycling as per applicable legislation in force. Nevertheless, due to lack of sufficient documentation regarding specific requirements of the TSC regarding the recycling rates of each generated waste stream, the activity is assessed as non-aligned with the Substantial Contribution TSC.	Non-compliant
3.20	Manufacture, installation, and servicing of high, medium and low voltage electrical equipment for electrical transmission and distribution that result in or enable a substantial contribution to climate change mitigation	Based on available documentation, the activity is assessed as non-aligned with the applicable DNSH TSC.	Non-compliant
4.1	Provision of IT/OT data-driven solutions	Based on available documentation, the activity is assessed as non-aligned with the applicable DNSH TSC.	Compliant

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Eligible economic activity		TSC assessment	Compliance with TSC
4.1	Electricity generation using solar photovoltaic (PV) technology	The Group's PV projects are deemed as aligned with the Substantial Contribution TSC for CCM, as all PV parks generate electricity using solar PV technology. Additionally, a CRA has been conducted for the Group's PV projects, accompanied by a relevant Adaptation Plan. The required EIAs have been conducted for the projects as per applicable environmental legislation in force and these were approved with the issuance of the respective DAETs; compliance with issued DAETs is ensured through environmental monitoring programs implemented on a project basis. PV panels and related mechanical equipment used in the Group's projects are purchased from manufacturers who prioritize high durability and recyclability of this equipment. Consequently, these projects are deemed as aligned with the applicable DNSH TSC.	Compliant
4.5	Electricity generation from hydropower	The Group's small hydroelectric projects (SHPs) are all run-of-river plants without artificial reservoirs, while the power density of Metsovitiko large hydropower plant (HP), which has an artificial reservoir, exceeds 5 W/m². Additionally, a CRA has been conducted for the projects, accompanied by a respective Adaptation Plan. The projects were subject to an EIA process, including an assessment of impacts on water bodies, successfully completed through the issuance of the respective DAETs. Environmental degradation risks related to maintaining water quality and avoiding water stress have been identified and addressed through appropriate mitigation measures. Consequently, these projects are deemed as aligned with the applicable DNSH TSC.	Compliant
4.10	Storage of electricity	Based on available documentation, the activity is assessed as non-aligned with the applicable DNSH TSC, as neither a Climate Risk Assessment (CRA) nor an Adaptation Plan has been conducted for the activity and its related projects.	Non-compliant
4.14	Transmission and distribution networks for renewable and low-carbon gases	Based on available documentation, the activity is assessed as non-aligned with the applicable DNSH TSC, as there is no clear evidence regarding the equipment used (DNSH TSC – “Pollution Prevention and Control”).	Non-compliant
4.29	Electricity generation from fossil gaseous fuels	Based on the available documentation, the Group's NG powered electricity generation plants and the construction of projects related to NG plant infrastructure, are assessed as non-aligned with applicable Substantial Contribution TSC for CCM, since a Carbon Footprint Assessment has not been conducted for the entire life cycle of these assets/projects.	Non-compliant
5.2	Renewal of water collection, treatment and supply systems	The Group's water supply networks’ reconstruction/upgrading projects are assessed as non-aligned with applicable Substantial Contribution and DNSH TSC due to the lack of sufficient documentation	Non-compliant
6.13	Infrastructure for personal mobility, cycle logistics	The Group's personal mobility infrastructure projects align with the applicable Substantial Contribution TSC for CCM, as they involve the construction and upgrading of bicycle lanes and sidewalks. However, due to the lack of supporting documentation, the projects are assessed as not aligned with the applicable Do No Significant Harm (DNSH) Technical Screening Criteria.	Non-compliant

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Eligible economic activity		TSC assessment	Compliance with TSC
6.14	Infrastructure for rail transport	The Group’s rail transport infrastructure projects are aligned with the applicable Technical Screening Criteria (TSC) for Substantial Contribution to Climate Change Mitigation (CCM), as they relate to railway electrification and safety infrastructure projects. However, for these projects, sufficient data on waste streams are not available; therefore, they are assessed as not aligned with the applicable DNSH Technical Screening Criteria (TSC).	Non-compliant
6.15	Infrastructure enabling road transport and public transport	The Group's road transport infrastructure projects are considered aligned with applicable Substantial Contribution TSC for CCA, since a CRA and relevant Adaptation Plan are in place for these projects. However, regarding the DNSH TSC for the remaining environmental objectives, these projects are considered as non-aligned due to lack of sufficient documentation for FY2025.	Non-compliant
6.16	Infrastructure for water transport	Based on available documentation, the activity is assessed as non-aligned with the applicable DNSH TSC, as neither a Climate Risk Assessment (CRA) nor an Adaptation Plan has been conducted for the activity and its related projects.	Non-compliant
7.1	Construction of new buildings	The Group’s projects related to the construction of green buildings (a total of seven (7) projects), for which the relevant LEED / BREEAM certifications have been issued, are assessed as aligned with the applicable Technical Screening Criteria (TSC) for Substantial Contribution to Climate Change Mitigation (CCM) and the Do No Significant Harm (DNSH) criteria. In addition, a Climate Risk and Vulnerability Assessment (CRVA) and the corresponding Adaptation Plan have been conducted for the activity, while the projects are located within the urban fabric and have been subject to an Environmental Impact Assessment (EIA) process in accordance with the applicable legislation, which was successfully completed with the issuance of the relevant Environmental Terms Approvals (ETAs) and Standard Environmental Commitments (SEC). Therefore, these projects are assessed as aligned with the applicable TSC for Substantial Contribution and DNSH. The remaining building construction projects (a total of twenty‑three (23) projects) are assessed as not aligned with the applicable TSC for Substantial Contribution and DNSH due to the lack of sufficient supporting documentation for the financial year 2025.	7 building projects with LEED/BREEAM certification – Compliant 23 building projects – Non-compliant
7.2	Renovation of existing buildings	Based on the available supporting documentation, the activity is assessed as not aligned with the applicable Do No Significant Harm (DNSH) Technical Screening Criteria (TSC), as no Climate Risk Assessment (CRA) has been conducted for the activity, and there is insufficient data to demonstrate compliance with the criteria of the Circular Economy environmental objective.	Non-compliant
7.3	Installation, maintenance and repair of energy efficiency equipment	Based on available documentation, the activity is assessed as non-aligned with the applicable DNSH TSC.	Non-compliant

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Eligible economic activity

TSC assessment

Compliance with TSC

8.4

Software enabling the management of physical climate risks and adaptation to climate change

The Substantial Contribution Technical Screening Criteria (TSC) are met, as the software being developed:

(a) aims to enable the management of physical climate risks related to the risks listed in Annex A of this Annex;

(b) does not adversely affect adaptation efforts or the level of resilience of other people, nature, cultural heritage, assets and other economic activities to physical climate risks;

(d) is consistent with local, sectoral, regional or national adaptation strategies and plans.

Compliant

14.2

Flood risk prevention and protection infrastructure

The Group's flood risk prevention and flood protection infrastructure projects are evaluated as non-aligned with the applicable DNSH TSC due to lack of sufficient documentation for FY2025.

Non-compliant

Based on the information presented in the table, for the financial year 2025, the eligible economic activities of the GEK TERNA Group that are aligned with the Technical Screening Criteria (TSC) for both Substantial Contribution and Do No Significant Harm (DNSH) under the EU Taxonomy Regulation are the following:

▪CCM 4.1 Electricity generation using solar photovoltaic technology

▪CCM 4.5 Electricity generation from hydropower

▪CE 4.1 Provision of IT/OT data-driven solutions

▪CCM 7.1 Construction of new buildings

▪CCA 8. 4 Software enabling physical climate risk management and adaptation

Minimum safeguards

The final step for the alignment assessment with the EUT Regulation involves verifying compliance with the Regulation's Minimum Safeguards (MS), which pertain to the protection of human rights, anti‐bribery and anti‐corruption measures, fair competition, and proper tax practices, as specified in the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights, the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work, and the International Bill of Human Rights.

This assessment was conducted in accordance with the Final Report on Minimum Safeguards developed by the Platform on Sustainable Finance (PSF), published in October 2022.

Human rights (including labor and consumer rights)

The Group's strategy follows the UN Guiding Principles and the OECD guidelines on responsible business conduct. The Group has adopted a comprehensive framework for preventing and addressing potential human rights violations, which includes:

▪Identifying and preventing risks.

▪Managing and remedying potential impacts.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

▪Monitoring and control through regular inspections.

▪Reporting incidents through a dedicated grievance mechanism.

In FY2025, there were no convictions for violations of labor laws or human rights against GEK TERNA Group.

Anti‑corruption and anti‑bribery

TTransparency and corporate integrity are fundamental governance principles of GEK TERNA Group. To combat corruption, the following measures are implemented:

▪An Anti‐corruption and bribery Management System certified under ISO 37001.

▪A policy against corruption, available on the Group's website.

▪Staff training to prevent corruption or bribery incidents.

In FY2025, no incidents of corruption or bribery were reported.

Taxation

Ethical and responsible tax practices are an integral part of the Group's corporate governance. GEK TERNA Group is committed to transparency and compliance with tax legislation, incorporating tax risk into the overall risk management system.

In FY2025, there were no convictions against the Group for serious tax violations.

Fair competition

The Group's business activities are conducted in full compliance with fair competition laws. The Group implements training and awareness programs for employees to avoid practices that could disrupt the fair market.

In FY2025, there were no convictions for violations of fair competition laws.

Key Performance Indicators (KPIs)

For the presentation of the Key Performance Indicators (KPIs) of the Group's Turnover, Capital Expenditures (CapEx), and Operating Expenses (OpEx), the templates of Annex II of the Delegated Regulation (EU) 2021/2178 are used to present the information required to be disclosed by companies. To avoid double counting in the allocation of the numerator of the KPIs for Turnover, CapEx and OpEx, the necessary eliminations of intra‐group transactions have been applied. For the Group's economic activities that substantially contribute to more than one environmental objective, all relevant KPIs are allocated to a single environmental objective.

Considering that GEK TERNA Group conducts business activities related to Natural Gas (4.29), the corresponding templates of the supplementary delegated act (EU) 2022/2014 concering activities related to nuclear energy and fossil gas, are additionally used. The following table presents the required information for the Group's activities related to fossil gaseous fuels for FY2024, in accordance with Annex XII, Article 8 paragraphs 6 and 7 of the supplementary Delegated Act 2022/2014 of the Regulation

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Table 4:Activities related to nuclear energy and fossil gas.

Row	Nuclear energy related activities
1.	The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.	NO
2.	The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies.	NO
3.	The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.	NO
	Fossil gas related activities
4.	The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels.	YES
5.	The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels.	NO
6.	The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.	NO

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Turnover

Table 5:Turnover KPIs for 2025.

Financial year 2025

Substantial contribution criteria

DNSH criteria (‘Do Not Significantly Harm’)

Economic Activities

Code

Turnover

Proportion of Turnover, FY2025

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

Water (WTR)

Pollution (PPC)

Circular Economy (CE)

Biodiversity (BIO)

CCM

CCA

WTR

PPC

BIO

Minimum Safeguards

Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024

Enabling activity

Transitional activity

thousand euros

Y; N; N/EL

Y/N

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable activities (Taxonomy-aligned)

Electricity generation using solar photovoltaic technology

CCM / CCA 4.1

185,937.52

4.82%

N/EL

3.1%

Electricity generation from hydropower

CCM / CCA 4.5

3,296.97

0.09%

N/EL

0.2%

Construction of new buildings

CCM / CCA 7.1

204,892.80

5.31%

N/EL

5.3%

Provision of IT/OT data-driven solutions

CE 4.1

8,588.52

0.22%

N/EL

Software enabling physical climate risk management and adaptation

CCA 8. 4

9,811.15

0.25%

N/EL

Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)

9,811.15

2.4%

0.3%

0.0%

16.2%

of which Enabling

0.00

0.0

0.0%

of which Transitional

9,811.15

2.4%

0.3%

0.0%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Financial year 2025

Substantial contribution criteria

DNSH criteria (‘Do Not Significantly Harm’)

Economic Activities

Code

Turnover

Proportion of Turnover, FY2025

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

Water (WTR)

Pollution (PPC)

Circular Economy (CE)

Biodiversity (BIO)

CCM

CCA

WTR

PPC

BIO

Minimum Safeguards

Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024

Enabling activity

Transitional activity

A.2 Taxonomy-eligible but not environmentally sustainable (not Taxonomy-aligned activities)

EL; N/EL

Water supply

WTR 2.1

29,101.66

0.75%

N/EL

0.02%

Sorting and material recovery of non-hazardous waste

CE 2.7

11,435.63

0.30%

N/EL

0.0%

Maintenance of roads and motorways

CE 3.4

168,785.48

4.84%

N/EL

3.2%

Manufacture, installation, and servicing of high, medium and low voltage electrical equipment for electrical transmission and distribution that result in or enable a substantial contribution to climate change mitigation

CCM 3.20

55,388.90

1.44%

N/EL

2.4%

Energy storage

CCM 4.10

226.31

0.00%

N/EL

Transmission and distribution networks for renewable and low-carbon gases

CCM / CCA 4.14

70,362.37

1.83%

N/EL

1.9%

Electricity generation from fossil gaseous fuels

CCM / CCA 4.29

280,864.45

7.29%

N/EL

9.9%

Renewal of water collection, treatment and supply systems

CCM / CCA 5.2

3.14

0.0%

N/EL

0.0%

Infrastructure for personal mobility, cycle logistics

CCM / CCA 6.13

239.51

0.01%

N/EL

0.0%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Financial year 2025

Substantial contribution criteria

DNSH criteria (‘Do Not Significantly Harm’)

Economic Activities

Code

Turnover

Proportion of Turnover, FY2025

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

Water (WTR)

Pollution (PPC)

Circular Economy (CE)

Biodiversity (BIO)

CCM

CCA

WTR

PPC

BIO

Minimum Safeguards

Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024

Enabling activity

Transitional activity

Infrastructure for rail transport

CCM / CCA 6.14

62,299.78

1.62%

N/EL

1.5%

Infrastructure enabling road transport and public transport

CCA 6.15

117,086.81

3.04%

N/EL

2.2%

Infrastructure for water transport

CCA 6.16

2,911.83

0.08%

N/EL

Construction of new buildings

CCM / CCA 7.1

179,588.22

4.66%

N/EL

3.4%

Renovation of existing buildings

CCM / CCA 7.2

81,442.47

2.11%

N/EL

0.4%

Installation, maintenance and repair of energy efficiency equipment

CCM / CCA 7.3

800.29

0.0%

N/EL

0.0%

Flood risk prevention and protection infrastructure

CCA 14.2

11,680.33

28.28%

Μ/ N/EL

N/EL

0.2%

Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

1,090,217.17

28.28%

25.1%

A. Turnover of Taxonomy-eligible activities (A.1+A.2)

1,502,744.13

38.98%

41.4%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

Turnover of Taxonomy-non-eligible activities

2,352,623.63

61.02%

Total

3,855,367.76

100.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Proportion of Turnover / Total Turnover (%)
Environmental Objective	Taxonomy Alignment per objective	Taxonomy Eligibility per objective
CCM	10.22%	29.19%
CCA	0.25%	3.67%
WTR	0.00%	0.75%
CE	0.22%	5.36%
PPC	0.00%	0.00%
BIO	0.00%	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

Capital Expenditures

Table 6:CapEx KPI for FY2025

Financial year 2025				Substantial contribution criteria						DNSH criteria (‘Do Not Significantly Harm’)
Economic Activities	Code	Turnover	Proportion of Turnover, FY2025	Climate Change Mitigation (CCM)	Climate Change Adaptation (CCA)	Water (WTR)	Pollution (PPC)	Circular Economy (CE)	Biodiversity (BIO)	CCM	CCA	WTR	PPC	CE	BIO	Minimum Safeguards	Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024	Enabling activity	Transitional activity
		thousand euros	%	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL	Y; N; N/EL	Y/N	Y/N	Y/N	Y/N	Y/N	Y/N	Y/N	%	E	T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Electricity generation using solar photovoltaic technology	CCM / CCA 4.1	399.14	0.03%	Y	N	N/EL	N/EL	N/EL	N/EL		Y			Y	Y	Y	0.1%
Electricity generation from hydropower	CCM / CCA 4.5	22.34	0.00%	Y	N	N/EL	N/EL	N/EL	N/EL		Y			Y	Y	Y	0.0%
Construction of new buildings	CCM / CCA 7.1	4,059.56	0.29%	Y	N	N/EL	N/EL	N/EL	N/EL		Y	Y			Y	Y	0.1%
Software enabling physical climate risk management and adaptation	CCA 8.4	0.00	0.00%	N/EL	Y	N/EL	N/EL	N/EL	N/EL		Y	Y	Y	Y	Y	Y	0.1%	E
Provision of IT/OT data-driven solutions	CE 4.1	0.00	0.00%	N/EL	N/EL	N/EL	N/EL	Y	N/EL		Y	Y	Y	Y	Y	Y
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)		4,481.04	0.32%														0.6%
of which Enabling		0.00	0.00%														0.0%	E
of which Transitional		0.00	0.00%														0.0%		T

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

100

Financial year 2025

Substantial contribution criteria

DNSH criteria (‘Do Not Significantly Harm’)

Economic Activities

Code

Turnover

Proportion of Turnover, FY2025

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

Water (WTR)

Pollution (PPC)

Circular Economy (CE)

Biodiversity (BIO)

CCM

CCA

WTR

PPC

BIO

Minimum Safeguards

Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024

Enabling activity

Transitional activity

A.2 Taxonomy-eligible but not environmentally sustainable (not Taxonomy-aligned activities)

EL; N/EL

Water supply

WTR 2.1

245.26

0.02%

N/EL

0,0%

Sorting and material recovery of non-hazardous waste

CE 2.7

0.00%

N/EL

0,0%

Maintenance of roads and motorways

CE 3.4

2,237.19

0.16%

N/EL

95,2%

CCM 3.20

346.23

0.02%

N/EL

0,0%

Energy storage

CE 4.10

0.00

0.00%

N/EL

Transmission and distribution networks for renewable and low-carbon gases

CCM / CCA 4.14

4,635.28

0.33%

N/EL

0,0%

Electricity generation from fossil gaseous fuels

CCM / CCA 4.29

46.72

0.00%

N/EL

0,0%

Renewal of water collection, treatment and supply systems

CCM / CCA 5.2

0.00

0.00%

N/EL

0,0%

Infrastructure for personal mobility, cycle logistics

CCM / CCA 6.13

0.00

0.00%

N/EL

0.0%

Infrastructure for rail transport

CCM / CCA 6.14

24.55

0.00%

N/EL

0,0%

Infrastructure enabling road transport and public transport

CCA 6.15

3,620.50

0.26%

N/EL

0,0%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

101

Financial year 2025

Substantial contribution criteria

DNSH criteria (‘Do Not Significantly Harm’)

Economic Activities

Code

Turnover

Proportion of Turnover, FY2025

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

Water (WTR)

Pollution (PPC)

Circular Economy (CE)

Biodiversity (BIO)

CCM

CCA

WTR

PPC

BIO

Minimum Safeguards

Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024

Enabling activity

Transitional activity

Infrastructure for water transport

CCA 6.16

0.00

0.00%

N/EL

Construction of new buildings

CCM / CCA 7.1

5,597.32

0.40%

N/EL

0,1%

Renovation of existing buildings

CCM / CCA 7.2

57.73

0.00%

N/EL

0.0%

Installation, maintenance and repair of energy‑efficiency equipment

CCM / CCA 7.3

0.00

0.00%

N/EL

0.0%

Flood risk prevention and protection infrastructure

CCA 14.2

71.18

0.01%

N/EL

0.0%

CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

16,881.98

1.21%

95.3%

A. CapEx of Taxonomy-eligible activities (A.1+A.2)

21,363.02

1.53%

95.9%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

CapEx of Taxonomy-non-eligible activities

1,378.052.64

98.47%

Total

1,399,415.66

100.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

102

Proportion of CapEx / Total CapEx (%)
Environmental Objective	Taxonomy Alignment per objective	Taxonomy Eligibility per objective
CCM	0.32%	0.77%
CCA	0.00%	0.26%
WTR	0.00%	0.02%
CE	0.00%	0.16%
PPC	0.00%	0.00%
BIO	0.00%	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

103

Operational Expenditures

Table 7:OpEx KPI for FY2025

Financial year 2025

Substantial contribution criteria

DNSH criteria (‘Do Not Significantly Harm’)

Economic Activities

Code

Turnover

Proportion of Turnover, FY2025

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

Water (WTR)

Pollution (PPC)

Circular Economy (CE)

Biodiversity (BIO)

CCM

CCA

WTR

PPC

BIO

Minimum Safeguards

Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024

Enabling activity

Transitional activity

thousand euros

Y; N; N/EL

Y/N

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable activities (Taxonomy-aligned)

Electricity generation using solar photovoltaic technology

CCM / CCA 4.1

550.70

1.10%

N/EL

0.5%

Electricity generation from hydropower

CCM / CCA 4.5

1.11

0.00%

N/EL

4.9%

Construction of new buildings

CCM / CCA 7.1

3,463.33

6.89%

N/EL

6.3%

Provision of data‑driven ICT solutions

CE 4.1

0.15

0.00%

N/EL

M/EL

N/EL

Software enabling the management of physical climate risks and adaptation to climate change

CCA 8. 4

0.00

0.00%

N/EL

OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)

4,015.29

7.99%

0.0%

0.0

42.0%

of which Enabling

0.00

0.00%

0.0%

of which Transitional

0.00

0.00%

0.0%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

104

Financial year 2025

Substantial contribution criteria

DNSH criteria (‘Do Not Significantly Harm’)

Economic Activities

Code

Turnover

Proportion of Turnover, FY2025

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

Water (WTR)

Pollution (PPC)

Circular Economy (CE)

Biodiversity (BIO)

CCM

CCA

WTR

PPC

BIO

Minimum Safeguards

Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024

Enabling activity

Transitional activity

A.2 Taxonomy-eligible but not environmentally sustainable (not Taxonomy-aligned activities)

EL; N/EL

Water supply

WTR 2.1

286,01

0.57%

N/EL

0.0%

Sorting and material recovery of non-hazardous waste

CE 2.7

19.10

0.04

N/EL

0.0%

Maintenance of roads and motorways

CE 3.4

5,125.53

10.19%

N/EL

6.6%

CCM 3.20

1,141.43

2.27%

N/EL

2.6%

Electricity storage

CCM / CCA 4.10

0.05

0.00%

N/EL

Provision of IT/OT data-driven solutions

CE 4.1

1,100.14

2.19%

N/EL

0.0%

Transmission and distribution networks for renewable and low-carbon gases

CCM / CCA 4.14

191.34

0.38%

N/EL

0.8%

Electricity generation from fossil gaseous fuels

CCM / CCA 4.29

0.00

0.00%

N/EL

5.1%

Renewal of water collection, treatment and supply systems

CCM / CCA 5.2

0.00

0.00%

N/EL

0.0%

Infrastructure for personal mobility, cycle logistics

CCM / CCA 6.13

2.79

0.01%

Infrastructure for rail transport

CCM / CCA 6.14

286,01

0.57%

N/EL

0.7%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

105

Financial year 2025

Substantial contribution criteria

DNSH criteria (‘Do Not Significantly Harm’)

Economic Activities

Code

Turnover

Proportion of Turnover, FY2025

Climate Change Mitigation (CCM)

Climate Change Adaptation (CCA)

Water (WTR)

Pollution (PPC)

Circular Economy (CE)

Biodiversity (BIO)

CCM

CCA

WTR

PPC

BIO

Minimum Safeguards

Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) Turnover, FY2024

Enabling activity

Transitional activity

Infrastructure enabling road transport and public transport

CCA 6.15

11,462.63

22.80%

N/EL

12.2%

Infrastructure for water transport

CCA 6.16

9.93

0.02%

N/EL

Construction of new buildings

CCM / CCA 7.1

1,672.93

3.33%

N/EL

2.0%

Renovation of existing buildings

CCM / CCA 7.2

649.77

1.29%

N/EL

0.0%

Installation, maintenance and repair of energy efficiency equipment

CCM / CCA 7.3

0.61

0.00%

N/EL

0.0%

Flood risk prevention and protection infrastructure

CCA 14.2

220.15

0.44%

N/EL

0.6%

OpEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

21,882.41

43.52%

30.7%

A. OpEx of Taxonomy-eligible activities (A.1+A.2)

25,897.70

51.51%

72.7%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES

OpEx of Taxonomy-non-eligible activities

24,381.08

48.49%

Total

50,278.78

100.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

106

Proportion of OpEx / Total OpEx (%)
Environmental Objective	Taxonomy Alignment per objective	Taxonomy Eligibility per objective
CCM	7.99%	9.47%
CCA	0.00%	23.26%
WTR	0.00%	0.57%
CE	0.00%	10.23%
PPC	0.00%	0.00
BIO	0.00%	0.00

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

107

KPIs for activities related to fossil gaseous fuels

This section includes the KPI disclosures regarding GEK TERNA Group’s activities related to fossil gaseous fuels in FY2025 (activity 4.29), in accordance with Annex XII, Article 8, paragraphs 6 and 7 of the supplementary Delegated Act (EU) 2021/2178 of EUT Regulation. Amounts provided on the tables below are in thousand euros.

Turnover KPI Tables

Table 8:Taxonomy‑aligned economic activities (denominator).

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
5	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

108

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
5	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

109

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
6	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
7	Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI	403,938.44	100.00%	394,127.29	97.57%	9,811.15	2.43%
8	Total applicable KPI	403,938.44	100.00%	394,127.29	97.57%	9,811.15	2.43%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

110

Table 9:Taxonomy‑aligned economic activities (numerator)

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
5	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
6	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

111

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
7	Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the numerator of the applicable KPI	403,938.44	100.00%	394,127.29	97.57%	9,811.15	2.43%
8	Total amount and proportion of taxonomy-aligned economic activities in the numerator of the applicable KPI	403,938.44	100.00%	394,127.29	97.57%	9,811.15	2.43%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

112

Table 10:Taxonomy‑eligible but not Taxonomy‑aligned economic activities.

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	280,864.45	25.76%	280,864.45	29.30%	0.00	0.00%
5	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

113

Row		Economic activities	Amount and proportion
			CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
			Amount	%	Amount	%	Amount	%
6	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI		0.00	0.00%	0.00	0.00%	0.00	0.00%
7	Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI		809,352.71	74.24%	677,673.75	70.70%	131,678.97	100.00%
8	Total amount and proportion of Taxonomy‑eligible but not taxonomy‑aligned economic activities in the denominator of the applicable KPI		1,090,217.17	100.00%	958,538.20	100.00%	131,678.97	100.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

114

Table 11:Taxonomy-non-eligible economic activities.

Row	Economic activitiess	Amount	Proportion
1	Amount and proportion of economic activity referred to in row 1 of Template 1 that is taxonomy non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
2	Amount and proportion of economic activity referred to in row 2 of Template 1 that is taxonomy non-eligible in accordance with Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
3	Amount and proportion of economic activity referred to in row 3 of Template 1 that is taxonomy non-eligible in accordance with Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
4	Amount and proportion of economic activity referred to in row 4 of Template 1 that is taxonomy non-eligible in accordance with Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
5	Amount and proportion of economic activity referred to in row 5 of Template 1 that is taxonomy non-eligible in accordance with Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
6	Amount and proportion of economic activity referred to in row 6 of Template 1 that is taxonomy non-eligible in accordance with Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
7	Amount and proportion of other taxonomy non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI	2,352,623.63	61.02%
8	Total amount and proportion of taxonomy non-eligible economic activities in the denominator of the applicable KPI	2,352,623.63	61.02%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

115

Capital Expenditure (CapEx)

Table 12:Taxonomy‑aligned economic activities (denominator).

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
5	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
6	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
7	Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI	4,481.04	100.00%	4,481.04	0.00%	0.00	0.00%
8	Total applicable KPI	4,481.04	100.00%	4,481.04	0.00%	0.00	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

116

Table 13:Taxonomy‑aligned economic activities (numerator).

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
5	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

117

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
6	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
7	Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the numerator of the applicable KPI	4,481.04	100.00%	4,481.04	0.00%	0.00	0.00%
8	Total amount and proportion of taxonomy-aligned economic activities in the numerator of the applicable KPI	4,481.04	100.00%	4,481.04	0.00%	0.00	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

118

Table 14:Taxonomy‑eligible but not Taxonomy-aligned economic activities.

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	46.72	0.32%	46.72	0.32%	0.00	0.00%
5	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
6	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

119

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
7	Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI	14,352.80	99.68%	10,661.12	99.68	3,691.68	100.00%
8	Total amount and proportion of Taxonomy‑eligible but not taxonomy‑aligned economic activities in the denominator of the applicable KPI	14,399.51	100.00%	10,707.84	100.00%	3,691.68	100.00%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

120

Table 15:Taxonomy non-eligible economic activities.

Row	Economic activitiess	Amount	Proportion
1	Amount and proportion of economic activity referred to in row 1 of Template 1 that is taxonomy non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
2	Amount and proportion of economic activity referred to in row 2 of Template 1 that is taxonomy non-eligible in accordance with Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
3	Amount and proportion of economic activity referred to in row 3 of Template 1 that is taxonomy non-eligible in accordance with Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
4	Amount and proportion of economic activity referred to in row 4 of Template 1 that is taxonomy non-eligible in accordance with Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
5	Amount and proportion of economic activity referred to in row 5 of Template 1 that is taxonomy non-eligible in accordance with Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
6	Amount and proportion of economic activity referred to in row 6 of Template 1 that is taxonomy non-eligible in accordance with Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
7	Amount and proportion of other taxonomy non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI	1,378,052.64	98.47%
8	Total amount and proportion of taxonomy non-eligible economic activities in the denominator of the applicable KPI	1,378,052.64	98.47%

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

121

Operating Expenditure (OpEx)

Table 16:Taxonomy‑aligned economic activities (denominator).

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
5	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
6	Amount and proportion of taxonomy‐aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%

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Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
7	Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI	4,015.14	7.99%	4,015.14	7.99%	0.00	0.00%
8	Total applicable KPI	4,015.14	7.99%	4,015.14	7.99%	0.00	0.00%

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Table 17:Taxonomy‑aligned economic activities (numerator)

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
5	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
6	Amount and proportion of taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the numerator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
7	Amount and proportion of other taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the numerator of the applicable KPI	4,015.14	7.99%	4,015.14	7.99%	0.00	0.00%
8	Total amount and proportion of taxonomy-aligned economic activities in the numerator of the applicable KPI	4,015.14	7.99%	4,015.14	7.99%	0.00	0.00%

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Table 18:Taxonomy‑eligible but not Taxonomy‑aligned economic activities.

Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
1	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
2	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
3	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
4	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	191.34	4.02	191.34	4.02%	0.00	0.00%
5	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%
6	Amount and proportion of taxonomy-eligible but not taxonomy-aligned economic activity referred to in Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%	0.00	0.00%	0.00	0.00%

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Row	Economic activities	Amount and proportion
		CCM + CCA		Climate change mitigation (CCM)		Climate change adaptation (CCA)
		Amount	%	Amount	%	Amount	%
7	Amount and proportion of other taxonomy-eligible but not taxonomy-aligned economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI	16,260.42	95.98%	4,567.72	95.98%	11,692.71	100.00%
8	Total amount and proportion of Taxonomy‑eligible but not taxonomy‑aligned economic activities in the denominator of the applicable KPI	16,451.76	100.00%	4,759.06	100.00%	11,692.71	100.00%

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Table 19:Taxonomy non-eligible economic activities.

Row	Economic activitiess	Amount	Proportion
1	Amount and proportion of economic activity referred to in row 1 of Template 1 that is taxonomy non-eligible in accordance with Section 4.26 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
2	Amount and proportion of economic activity referred to in row 2 of Template 1 that is taxonomy non-eligible in accordance with Section 4.27 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
3	Amount and proportion of economic activity referred to in row 3 of Template 1 that is taxonomy non-eligible in accordance with Section 4.28 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
4	Amount and proportion of economic activity referred to in row 4 of Template 1 that is taxonomy non-eligible in accordance with Section 4.29 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
5	Amount and proportion of economic activity referred to in row 5 of Template 1 that is taxonomy non-eligible in accordance with Section 4.30 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
6	Amount and proportion of economic activity referred to in row 6 of Template 1 that is taxonomy non-eligible in accordance with Section 4.31 of Annexes I and II to Delegated Regulation 2021/2139 in the denominator of the applicable KPI	0.00	0.00%
7	Amount and proportion of other taxonomy non-eligible economic activities not referred to in rows 1 to 6 above in the denominator of the applicable KPI	24,381.08	48.49%
8	Total amount and proportion of taxonomy non-eligible economic activities in the denominator of the applicable KPI	24,381.08	48.49%

Accounting policies and additional information

The consolidated financial statements of GEK TERNA Group for FY2025 have been prepared in compliance with the International Financial Reporting Standards (IFRS). Detailed information on the turnover, CapEx and OpEx of the Group's subsidiaries, is presented in the following sections. Through these financial metrics, a clear picture of the Group is provided to investors and financial institutions in relation to the Group's sustainable practices and results.

Subsequently, the methodology for calculating the key performance indicators (KPIs) of eligibility and alignment for FY2025 is described in detail as follows.

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Turnover

Definition

The proportion of Taxonomy‐aligned economic activities in the Group’s total turnover has been calculated as the part of net turnover derived from products and services associated with Taxonomy‐aligned economic activities (numerator) divided by the net turnover (denominator) for the reporting year from 01.01.2025 to 31.12.2025.

The denominator of the turnover KPI is based on the consolidated net turnover in accordance with IAS 1.82(a). For more details on the Group's accounting policies and consolidated net turnover, please refer to Chapter Revenues of the Annual Financial Statement for FY2025.

The numerator of the turnover KPI is defined as the net turnover derived from products and services related to taxonomy aligned economic activities.

Reconciliation with financial statements

The consolidated net turnover can be reconciled with the Group’s consolidated financial statements, see Consolidated Total Revenues of the Annual Financial Statement for FY2025 (“Turnover”).

Activities using external staff and subcontractors

In some cases, subcontractors are used providing construction work to the Group's clients. In these cases, the revenue related to projects carried out by subcontractors is included in the total turnover of the respective activities. Their integration presupposes that the Group maintains control over the conditions under which each project is executed, ensuring compliance with the EUT Regulation.

The evaluation and recording of the relevant revenue follows the guidelines of IFRS 15, which defines the criteria for revenue recognition based on the satisfaction of performance obligations to customers.

Capital Expenditures

Definition

The CapEx KPI is defined as the proportion of Taxonomy‐aligned CapEx (numerator) divided by the total CapEx (denominator).

Total CapEx consists of additions to tangible and intangible fixed assets during the fiscal year, before depreciation and any remeasurements, including those arising from adjustments and impairments, and excluding any changes in fair value. They include tangible fixed assets (IAS 16) and intangible fixed assets (IAS 38), right‐of‐use (IFRS 16), and property investments (IAS 40). Additions resulting from business combinations are also included. Goodwill is not included in CapEx, as it is not defined as an intangible asset in accordance with IAS 38. For further details on the Group's accounting policies regarding CapEx, please refer to Chapters Intangible assets, Tangible assets, Investment Property, and Leases of the Annual Financial Statement for FY2025.

The numerator consists of the following categories of capital expenditures that are eligible for the Taxonomy:

a.CapEx related to assets or processes that are associated with Taxonomy‐aligned economic activities (“category a”).

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Generally, the generation of external revenues is used a guiding principle to identify economic activities that are associated with CapEx under category a.

b.CapEx that forms part of a plan aimed at expanding Taxonomy‑aligned economic activities or enabling the alignment of Taxonomy‑eligible economic activities (“capital expenditure plan”) (“category b”): There are no specific plans for alignment upgrade or increase of the Group's economic activities.

c.CapEx related to the purchase of output from Taxonomy‑aligned economic activities and individual measures enabling certain targeted activities to become environmentally sustainable or lead to greenhouse gas emissions reductions (“category c”).

Reconciliation with financial statements

The Group’s total CapEx can be reconciled with the consolidated financial statements, see Chapters Intangible assets and goodwill, Right of use assets, Tangible fixed assets, and Chapter Investment Property, of the Annual Financial Statement for FY2025 (table of changes in intangible assets, right‐of‐use of fixed assets, investments in real estate, and tangible assets). These constitute the total from (acquisition and production costs):

▪Additions

▪Additions from business combinations for intangible assets, investments in real estate, rights‐of‐use of fixed assets, and tangible assets.

To avoid double counting in the CapEx KPI, capital (and operational) expenditures related to purchased products and individual measures already examined under “category a” are only counted once (i.e. CapEx and OpEx associated with assets or procedures related to Taxonomy‐aligned economic activities).

Due to limited verification of the Group’s individual investments by the majority of its suppliers, a major part of aligned CapEx relates to the Group's Taxonomy‐aligned activities, and the individual assessment of capital expenditures does not have a material impact on Taxonomy‐aligned KPIs.

Operating Expenditures

Definition

The OpEx KPI is defined as the proportion of Taxonomy‐aligned OpEx (numerator) divided by the Group’s total OpEx (denominator).

Total OpEx include direct non‐capitalized costs related to research and development, building renovation measures, short‐term leases, maintenance and repair of buildings, and other direct expenditures for day‐today servicing of assets, facilities and equipment. This includes:

▪Research and development expenses recognized during the reporting period as detailed in the Annual Financial Statement of Comprehensive Income within the Annual Financial Report for FY2025. In accordance with the consolidated financial statements (IAS 38.126), this includes all non‐capitalized costs directly attributable to research or development activities.

▪Non‐capitalized leases are determined under IFRS 16, including expenses for short‐term and low‐value leases (Please refer to Note 36 – Sales cost, administrative and research & development

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expenses of the Annual Financial Statement for FY2025). Although low‐value leases are not specifically mentioned in the disclosures delegated act (EU) 2021/2178, these have been interpreted to be included.

▪Maintenance, repair, and other direct expenditures for day‐to‐day servicing of assets and equipment, were determined based on maintenance and repair costs. These costs appear in various line items within the Group’s Consolidated Total Revenues, including production costs (maintenance in operations), sales and distribution costs (maintenance support), and administration costs (such as IT system maintenance).

In general, OpEx include staff costs, service costs, and material costs for daily maintenance, as well as for regular and unplanned maintenance and repair activities. These expenses are directly allocated to the Group's tangible assets.

For FY2025, the Group has not proceeded with a separate recording of personnel costs exclusively related to infrastructure maintenance, due to limited availability of relevant data. Additionally, labor costs related to production are not included in OpEx, as they do not meet the criteria of the indicator.

Expenses related to the daily operation of tangible assets are not included, such as: raw materials, labor costs for employees operating the machinery, electricity, or other materials necessary for the operation of tangible assets. Also, depreciation is not included in the OpEx KPI. Finally, direct expenses related to training and other human resource needs are removed from the denominator and numerator, as Annex I of delegated act (EU) 2021/2178 lists these costs only in the numerator, which does not significantly contribute to the calculation of the OpEx KPI.

Regarding the numerator, the provisions for the CapEx KPI apply.

Supplementary information

Turnover KPI

In FY2025, no key drivers of change were identified compared to the previous reporting year 2024.

Capital Expenditures (CapEx)

In FY2025, Taxonomy‐aligned capital expenditures are associated with activities 4.1, 4.5, 8.4 (CCA), 4.1 (CE) and 7.1 (part of the building projects under the activity).

In the table below, a breakdown of the amounts included in the KPI numerator is presented.

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Table 20:Quantitative analysis of the CapEx numerator at the economic activity aggregated level.

Economic activity	Additions tangible assets (thousand euros)	Internally generated or purchased intangibles (thousand euros)	Right-of-use (thousand euros)	Total (thousand euros)
CCM 4.1 Electricity generation using solar photovoltaic technology	39.61	0.00	359.53	399.14
CCM 4.5 Electricity generation from hydropower	0.00	0.00	22.34	22.34
CCM 7.1 Construction of new buildings (8 building projects)	636.33	0.00	3,423.23	4,059.56
CCA 8.4 Software enabling physical climate risk management and adaptation	0.00	0.00	0.00	0.00
CE 4.1 Provision of IT/OT data-driven solutions	0.00	0.00	0.00	0.00
Total				4,481.04

Operating Expenditures (OpEx)

The following table presents the quantitative breakdown of the OpEx numerator into its individual components based on the definition of OpEx in delegated act (EU) 2021/2178.

Table 21:Quantitative analysis of OpEx numerator.

Activity	Operating expenditures (thousand euros)
Research and Development	3,230.41
Short‑term leases	30,975.25
Maintenance and repair	16,073.12
Total	50,278.78

2.1.2Strategy

2.1.2.1Transition plan for climate change mitigation [E1-1]

GEK TERNA Group is an active supporter of global and national initiatives aimed at mitigating climate change and adapting to climate challenges, such as extreme weather events, floods, droughts, and rising temperatures. In this context, the Group has already committed to reducing its carbon footprint by adopting energy efficiency practices, utilizing renewable energy sources, while implementing

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innovative technologies to reduce greenhouse gas emissions. Although the Group does not yet have a comprehensive transition plan, the importance of aligning with European initiatives to achieve climate neutrality by 2050 is acknowledged.

To this end, the Group will soon initiate the development of a strategic transition plan that will be fully aligned with its business strategy, as well as with its ESG Policy and Strategy, as established and approved by the Board of Directors. This plan will outline the Group’s pathway towards sustainable and climate‑neutral growth, reinforcing the coherence of its actions and its compliance with European directions and requirements.6

2.1.2.2Material impacts, risks and opportunities and their interaction with strategy and business model [ESRS 2 SBM-3]

To assess the resilience of its business model and strategy, GEK TERNA Group has conducted a climate‑related scenario analysis. Through this process, the Group aims to evaluate its ability to respond and adapt to potential changes and challenges that may arise from climate change, to strengthen preparedness for future impacts and ensure long‑term sustainability.

The Group defines climate risks as potential negative effects on an organization’s financial resilience arising from climate change and related factors, such as extreme weather events and changes in the regulatory and economic environment. In this context, the resilience analysis covers the activities with the strongest interaction with the environment7 and extends across the entire value chain, with the aim of understanding the potential financial impacts that may arise.

The assessment was conducted in accordance with the guidance of the Task Force on Climate‑related Financial Disclosures (TCFD) and was based on the IPCC climate scenarios RCP 2.6, RCP 4.5 and RCP 8.5, in order to examine a range of potential future developments (from immediate emissions‑reduction scenarios to adverse “business as usual” scenarios). The time horizons applied cover the short‑, medium‑ and long‑term, with the short‑term horizon defined as a two‑year period so as to reflect the Group’s internal operational and financial planning cycles and to provide a more realistic and decision‑useful representation of immediate climate‑related risks and opportunities.

Specifically, the time horizons applied in the analysis are as follows:

▪Short‑term horizon: 1–2 years, up to 20278

▪Medium‑term horizon: 5 years after the short‑term period, examining climate change impacts on business operations up to 2032

▪Long‑term horizon: up to 2050, examining deeper and structural changes in response to evolving climate and energy conditions.

6 The Group's activity is not exempt from the EU benchmarks aligned with the Paris Agreement.

7 The scope of the resilience analysis includes, in detail, the following activities: electricity generation (HERON), mining (TERNA MAG S.A.), concessions (TERNA S.A. – Concessions) and construction (TERNA S.A. – Construction).

8 For the purposes of the present climate resilience analysis, the short‑term time horizon was defined as a two‑year period, to more accurately reflect the operational and financial planning cycles of GEK TERNA Group, including budgeting and strategic‑planning processes. This approach provides a more realistic and decision‑useful representation of near‑term climate‑related risks and opportunities, particularly given that a significant number of relevant impacts, measures and implementation decisions materialise and are assessed within two‑year cycles.

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RCP 2.6 – Stringent / Low‑Emissions Scenario

RCP 2.6 represents the most optimistic scenario, under which global emissions are reduced immediately and significantly, leading to a limitation of temperature increase to below 2°C by 2100. It presupposes the rapid adoption of zero‑emissions technologies and strong climate action policies. It reflects an environment of reduced physical risks and more stable transition conditions.

RCP 4.5 – Intermediate / Stabilization Pathway

RCP 4.5 is a scenario of moderate policy action, under which emissions peak around 2040 and subsequently stabilize. Temperature increase is projected at approximately 2°C by the end of the century. It represents a realistic middle pathway, where physical risks increase gradually, while transition risks may intensify due to regulatory and technological changes.

RCP 8.5 – Extreme / Business‑as‑Usual Scenario

RCP 8.5 represents the most adverse scenario, under which emissions continue to increase without substantial global mitigation efforts. Temperature increase may exceed 4°C by 2100, significantly intensifying physical risks (e.g. extreme weather events, floods, wildfires). It is used to assess the Group’s maximum potential exposure to severe future impacts.

The integration of all three climate scenarios across all time horizons enables the Group to cover a comprehensive range of climate uncertainty, from favorable to extreme future conditions, thereby enhancing the accuracy of risk assessment. At the same time, it supports the differentiation of impacts by time horizon, capturing immediate operational implications in the short term, impacts on projects and investments in the medium term, and deeper structural changes to the business model in the long term. In this way, strategic preparedness is strengthened, the prioritization of adaptation and mitigation measures is enhanced, and the identification of measures with broad benefits that remain effective under all conditions is supported. This approach increases transparency and consistency with international best practices and contributes to the Group’s long‑term financial resilience.

Within the framework of the resilience analysis and the assessment of climate risks, a broad set of physical and transition risks was examined, as identified in the international literature and the TCFD guidance. From this overall range of risks, those considered materially relevant to the Group’s activities and business model were assessed, taking into account exposure by business activity and, where applicable, the value chain. In particular, physical risks were examined, both acute (e.g. extreme weather events, floods, heatwaves, wildfires) and chronic (e.g. changes in average temperatures, precipitation patterns and water availability), as well as transition risks related to changes in the regulatory and policy framework, technological developments, market conditions and energy/carbon pricing, as well as potential impacts on reputation, demand and access to finance. In parallel, climate‑related opportunities that may arise from transition and adaptation were assessed, such as the development and scaling‑up of low‑emissions solutions, energy efficiency and resilient infrastructure, with the aim of supporting strategy and long‑term sustainable growth. The assessment focused on estimating the likelihood and potential magnitude of business impacts, in order to prioritize the most significant issues that may affect the Group’s operations, projects, investments and financial resilience.

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Transitional Risks

The transition scenario analysis assesses the macroeconomic changes arising from the transition to a low‑carbon economy, examining changes in the economic, regulatory, technological and social environment that may affect the Group.

Physical Risks

Physical risks refer to the potential financial and operational impacts that may arise from changing climatic conditions. These impacts may be associated either with long‑term changes in the climate (chronic physical risks) or with an increase in the frequency and intensity of extreme weather events (acute physical risks).

Legislative risks (existing/new legislation)
Technological risks
Legal risks
Market risks
Reputational risks

Acute risks

Associated with extreme weather events that can cause immediate disruptions to business operations and infrastructure, such as severe storms, floods, heatwaves, high‑intensity winds, or other extreme phenomena.

Chronic risks

Reflect long‑term climatic changes, such as gradual increases in temperature, changes in precipitation patterns, reduced water availability, sea level rise, or changes in wind patterns and solar radiation, which may affect the operation, efficiency and sustainability of critical activities.

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Conclusion of the analysis

Considering the wide range of the Group's activities, several physical and transitional climate risks have been identified, which may affect its uninterrupted operations as well as its value chain. The most significant risks and opportunities recognized are summarized in the table below.

Material risks

Climate hazards	Type of hazard	Business impact	Value chain	Segment	Time horizon
Extreme temperatures, Heatwaves	Acute	Heatwaves forces work-hour restrictions or stoppages, especially during peak temperatures, reducing productive time and delaying program delivery.	Own operations	Construction	Short-term Mid-term Long-term
		High temperatures impact temperature-sensitive works and machinery, such as asphalt paving, concrete curing, and E/M equipment, leading to increased risks of quality nonconformance, overheating, and required resequencing.		Construction	Mid-term Long-term
		Extreme temperatures and heatwaves can alter the mechanical properties of asphalt and other pavement materials, leading to softening, rutting and surface deformation. These changes reduce skid resistance and driving comfort, increasing the need for intensified monitoring, more frequent repairs and, in some cases, temporary speed restrictions or lane closures to preserve safety conditions.		Concessions	Mid-term Long-term

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Climate hazards	Type of hazard	Business impact	Value chain	Segment	Time horizon
Heavy precipitation, flooding and/or landslides	Acute	Heavy rainfall leads to flooding and saturated ground conditions, which halt excavations and earthworks, trigger slope instability, erosion, and localized landslides, damage ongoing works, reduce workforce productivity, and delay activities on the project’s critical path.	Own operations	Construction	Mid-term Long-term
		Rain-related unsafe conditions (slips, low visibility, unstable platforms) restrict lifting operations and electrical installation works, increasing downtime and workflow disruption.	Own operations	Construction	Mid-term Long-term
		Upstream logistics disruption from road blockages and landslides delays aggregates, concrete, steel, and electro-mechanical (E/M) components, forcing resequencing and inefficiency.	Upstream	Construction	Mid-term Long-term
		Very heavy rainfall events increase OpEx due to idle time for personnel and machinery, as well as emergency costs for pumping and site cleanup. Severe impacts may include damage to excavations, partially completed works, or equipment due to flooding and landslides, requiring significant CapEx for restoration. In addition, schedule recovery may require acceleration measures, further increasing costs.	Own operations	Construction	Mid-term Long-term
		Cases of very heavy rainfall and localized flooding can limit safe access to motorway sections, tunnels and technical facilities. Waterlogged shoulders, inundated access roads and unstable slopes disrupt routine inspections, incident response and scheduled maintenance, increasing the time required to restore normal conditions and maintain safe traffic flows.	Own operations	Concessions	Short-term Mid-term Long-term
		Heavy or prolonged rainfall saturates soils and elevates pore pressures in pit slopes and wastes dumps, compromising geotechnical stability and potentially triggering landslides or debris flows that obstruct mining fronts and endanger machinery.	Own operations	Mining	Short-term Mid-term Long-term

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Climate hazards	Type of hazard	Business impact	Value chain	Segment	Time horizon
Extreme low temperatures -cold snap	Acute	Snowfall events ice accumulation can cause widespread operational disruption and impose significant structural loads on plant facilities. Heavy snow buildup restricts physical access to critical checkpoints and outdoor infrastructure, while excessive structural loading may compromise the integrity of roofs, warehouses, and metallic structures, disrupting normal operations.	Own operations	Energy	Mid-term Long-term
Extreme low temperatures -cold snap	Acute	Snowfall and cold snaps disrupt operations, causing closures and overwhelming crisis response capabilities.	Own operations & Downstream	Concessions	Short-term Mid-term Long-term
Wildfires	Acute	Wildfires occurring near motorway corridors can necessitate traffic restrictions or temporary closures to protect users and staff from fire fronts, smoke and reduced visibility. Fire events may also damage roadside equipment, vegetation, boundary fences and ancillary structures, leading to cleanup requirements and repair works before full service can be restored.	Own operations & Downstream	Concessions	Short-term Mid-term Long-term
		Traffic closures due to wildfires lead to immediate toll revenue losses. Extensive damage to infrastructure imposes unforeseen Capital Expenditure (CAPEX) for asset reconstruction, placing a burden on the concession’s budget and impacting EBITDA. Managing these financial risks is essential for maintaining the long-term economic stability of the project.	Own operations	Concessions	Short-term Mid-term Long-term
		Wildfires impose dual financial impacts: loss of revenue from forced shutdowns and increased capital expenditure for rebuilding damaged infrastructure. Asset losses and restoration costs weaken project cash flow and financial viability.	Own operations	Mining	Mid-term Long-term
		Wildfires near facility boundaries pose direct risks to core production infrastructure. Potential exposure of critical equipment and fuel storage areas may necessitate a forced outage and activation of emergency procedures to prevent extensive damage.	Own operations	Energy	Mid-term Long-term
		High wildfire risk triggers pre-emptive stoppages or evacuations near forested areas; smoke and access restrictions disrupt logistics and site operations.	Across	Construction	Short-term Mid-term Long-term
		Wildfire prevention and response costs increase (surveillance, training, protective measures), directly impacting OpEx. Stoppages create idle-time costs, and fire damage can drive unplanned CapExfor asset replacement.	Own operations	Construction	Short-term Mid-term Long-term

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Climate hazards	Type of hazard	Business impact	Value chain	Segment	Time horizon
Heat stress	Chronic	Persistent high temperatures and prolonged dry periods increase cooling demands for site facilities, offices, and temporary structures. Sustained thermal stress reduces comfort and concentration, heightens fatigue, and ultimately lowers productivity while raising the likelihood of errors.	Own operations	Construction	Mid-term Long-term
Heat stress	Chronic	Chronic heat stress increase energy consumption for cooling, resulting in higher recurring OpEx. Continuous thermal stress shortens the service life of mechanical equipment (HVAC, ventilation units), necessitating earlier-than-planned CapEx for replacement. Over time, these pressures compress margins and increase exposure to energy-price volatility.	Own operations	Construction	Mid-term Long-term
Changing precipitation patterns	Chronic	Chronic reduction in precipitation and consequent water scarcity limits the availability of water, which is a critical input for the ore beneficiation process and environmental protection systems. The depletion of water reserves leads to a forced reduction in production capacity and jeopardizes compliance with operational environmental terms	Own operations	Mining	Mid-term Long-term

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Transitional risks

Climate hazards	Type of hazard	Business impact	Value chain	Segment	Time horizon
Carbon Pricing & Compliance Costs	Policy & Legal	Stricter carbon regulations and pricing mechanisms (e.g., EU Emissions Trading System (EU ETS), Carbon Border Adjustment Mechanism (CBAM)) increase the cost and procurement complexity of carbon-intensive construction materials, raising project budgets and supply-chain risks.	Upstream Own operations	Construction	Long-term
	Technology	The shift to a low-carbon economy requires adoption of cleaner technologies, electrified/heavy-duty machinery, and site electrification, driven by client and regulatory expectations.	Own operations	Construction	Long-term
	Regulatory / Legal Compliance	The progressive expansion of carbon pricing schemes, coupled with stricter climate-related compliance obligations, increases operational expenditures. Rising allowance prices and more demanding monitoring, reporting, and verification requirements elevate both administrative and operating costs. Given the dependence of profitability on international mineral markets, the limited ability to pass carbon-related expenses to customers may compress profit margins.	Own operations	Mining	Long-term
	Regulatory / Legal Compliance	The progressive tightening of the EU ETS framework and the phase-out of free emission allowances increase the marginal cost of thermal generation. Rising CO₂prices elevate operating expenses and compress profit margins, particularly during periods of low wholesale electricity prices.	Own operations	Energy	Short-term Mid-term Long-term
Transparency & Stakeholder confidence	Reputation	Insufficient climate action or low transparency weakens stakeholder confidence, reduces tender competitiveness, and limits access to ESG-sensitive partners and investors.	Own operations	Construction	Mid-term Long-term

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Climate hazards	Type of hazard	Business impact	Value chain	Segment	Time horizon
Limitations to Sustainable Finance	Market	Failure to align with sustainable finance frameworks (e.g., EU Taxonomy, sustainability-linked targets) can restrict capital availability and worsen financing terms.	Upstream	Construction	Long-term
Limitations to Sustainable Finance	Market	Access to long-term, competitively priced capital increasingly depends on strong climate performance, credible transition planning and alignment with frameworks such as the EU Taxonomy. Insufficient decarbonization progress or misalignment with taxonomy criteria can elevate borrowing costs, reduce eligibility for sustainable finance instruments and narrow the Group’s investor base.	Upstream Own operations	Concessions	Mid-term Long-term
Market Shift to Electric Mobility	Technology	Growing EV adoption increases user expectations for reliable motorway charging. If charging deployment in concession corridors lags behind market needs, the asset risks losing competitiveness and customer satisfaction, and may forgo emerging commercial revenue streams.	Downstream Own operations	Concessions	Long-term
Supply Chain Transition Costs (Green Procurement)	Market	As suppliers decarbonize and the EU introduces carbon-related charges on materials such as steel and cement (e.g., CBAM from 2026), input costs for maintenance and rehabilitation works increase, raising long-term capex requirements for motorway concessions.	Upstream Own operations	Concessions	Long-term
Climate Litigation & Legal Liability	Policy & Legal	The evolution of the legal framework and relevant case law increases the exposure of industrial operators to climate-related litigation risks. Claims may pertain to alleged inadequacies in adaptation measures or liability for environmental impacts following extreme weather events. Such legal disputes involve significant defense costs, potential damages, and more stringent regulatory constraints on operating permits	Own operations	Mining	Long-term

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Climate hazards	Type of hazard	Business impact	Value chain	Segment	Time horizon
Market Shift to Renewables	Market	The accelerated deployment of renewable energy sources shifts natural-gas units from baseload operation to peaking and balancing roles. This transition reduces annual running hours, increases revenue volatility, and challenges long-term financial predictability.	Downstream	Energy	Short-term Mid-term Long-term
Technology Transition & Asset Obsolescence	Technology	Rapid policy-driven technology shifts elevate Stranded Asset Risk. Assets that cannot be cost-effectively upgraded for hydrogen co-firing or CCUS integration risk losing terminal value and long-term competitiveness within a decarbonizing market environment.	Own operations	Energy	Mid-term Long-term
Energy Market Volatility	Market	Global gas-market volatility can cause sharp fuel-price increases. When elevated gas prices coincide with regulatory caps on electricity prices, spark spread may turn negative, leading to operational losses and financial distress.	Upstream	Energy	Short-term Mid-term Long-term
Regulatory Changes & National Climate Law	Policy & Legal	Stricter emission caps and accelerated National Climate Law timelines can shorten the economic life of thermal assets. Compliance with tightening standards may require unplanned capital expenditures and drive additional O&M burdens.	Own operations	Energy	Short-term Mid-term Long-term

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Opportunities

Opportunity	Type	Business impact	Value chain	Segment	Time horizon
Green Buildings & Sustainable Infrastructure	Products & Services	Rising demand for energy-efficient, low-carbon buildings, supported by certification schemes (LEED, BREEAM), creates market-share opportunities for firms with sustainable design, low-carbon materials, and high-performance construction capabilities.	Downstream	Construction	Long-term
Specialized Climate Adaptation & Resilience Projects	Market	Growing need for climate-resilient infrastructure (flood protection, resilient transport, and sustainable water systems) creates a long-term pipeline of large-scale adaptation projects.	Downstream	Construction	Mid-term Long-term
Growth in renewable-energy infrastructure construction	Products & Services	Accelerating demand for solar farms, onshore/offshore wind, battery-storage systems, and grid upgrades enables expansion into EPC roles and partnerships with renewable-energy developers.	Downstream	Construction	Mid-term Long-term
Low-Carbon Energy and Mobility Solutions	Market / Revenue Opportunity	The low-carbon transition creates an opportunity for concession operators to broaden their role by integrating energy-efficient and low-emission mobility solutions across their asset base. Increasing emphasis on electrification, renewable-energy integration and the decarbonization of transport systems strengthens the potential for new, recurring revenue streams linked to energy provision and advanced mobility services.	Own operations	Concessions	Mid-term Long-term
Access to Green Financing	Financing	Developing a portfolio of activities that support low-carbon road and public-transport infrastructure (e.g.EU Taxonomy-aligned) enhances the Group’s eligibility for green and sustainability-linked financing.	Own operations	Concessions	Short-term Mid-term Long-term
Resource Efficiency & Waste Valorization	Resource Efficiency	Applying circular-economy principles by valorizing mining by-products and waste rock creates new commercial opportunities. Converting non-metallic materials into certified aggregates for construction projects reduces disposal volumes, lowers environmental impact, and generates an additional revenue stream.	Downstream	Mining	Mid-term Long-term

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Opportunity	Type	Business impact	Value chain	Segment	Time horizon
Heat Rate Optimization	Technology	The deployment of digital twins and AI-enabled performance monitoring enhances Heat Rate optimization by continuously identifying efficiency deviations and fine-tuning operating parameters. Lower Specific Fuel Consumption reduces the Marginal Cost of Generation, strengthening resilience against volatility in fuel and carbon prices.	Own operations	Energy	Mid-term Long-term
Grid Flexibility and Balancing Services	Market	As renewable penetration grows, system operators require more balancing and frequency-response services. High-flexibility gas units are well-positioned to capture Ancillary Services and Balancing Market premiums, diversifying revenues beyond traditional energy-only sales.	Downstream Own operations	Energy	Mid-term Long-term
Energy Storage Systems	Technology	Integrating utility-scale battery storage into existing plant sites creates hybrid gas-and-storage facilities. This enables the capture of price arbitrage opportunities by storing energy during low-price periods and dispatching during price peaks, while also enhancing the plant’s ability to deliver rapid-response grid services.	Own operations	Energy	Mid-term Long-term

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Scenario analysis enables the Group to identify potential vulnerabilities, while capitalizing on opportunities, and aligning its business strategies with the transition to a low‐carbon economy. The integration of scenario analysis plays a critical role in shaping its corporate strategy by providing valuable insights into the potential impacts of climate risks and opportunities on financial performance and long‐term sustainability. Additionally, climate risk analysis enhances the Double Materiality approach, allowing for a more strategic understanding of impacts on business objectives.

Within this context, the Group assesses the exposure of its assets and operations and develops targeted mitigation and adaptation measures, such as:

▪Redesigning, strengthening, and improving the operation of infrastructure to withstand extreme weather or climate events,

▪Developing and rapidly implementing early‑warning systems,

▪Collaborating with scientific and technical institutions to ensure continuous updates to data and climate‑related knowledge.

The resilience analysis is embedded into the overall strategic planning of the GEK TERNA Group and reflects the way in which the Group manages critical climate risks and prepares for future challenges. Through the systematic assessment of climate parameters, the Group has developed a flexible and adaptive capital management framework, which enables the reallocation of resources towards initiatives that support the energy transition and strengthen sustainable development.

The ability to channel capital into sustainable technologies—such as renewable energy sources, energy efficiency and the circular economy—allows the Group to capitalise on incentives and opportunities arising from the regulatory and market environment. In this way, adaptability to evolving requirements is enhanced, while at the same time the Group’s capacity to manage financial risks and its resilience within the changing climate and energy landscape are strengthened.

2.1.3Impact, risk and opportunity management

2.1.3.1Description of the processes to identify and assess material climate-related impacts, risks and opportunities [ESRS 2 IRO-1]

GEK TERNA Group has developed and implemented a structured process to identify and assess the material climate‑related impacts, risks and opportunities across its own operations and its value chain. This process is integrated into the Group’s Double Materiality Assessment and encompasses issues related to climate change adaptation, mitigation, and energy.

In this context, the Group applies a combined qualitative and quantitative assessment approach, aligned with international standards and guidelines, and includes mapping the organization’s exposure to physical and transition risks. With the contribution of the ESG Committee, the Risk Management Department, and representatives from all key business units, the most material topics for the Group are identified. The results of this process are further informed by the findings of the climate‑risk assessment, enabling an evaluation of the potential impacts under different climate‑transition and physical‑risk scenarios.

The material impacts, risks and opportunities are presented in the following tables, per sustainability topic:

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Climate-Change Adaptation

Impact

Positive

Current

Climate‑resilient infrastructure

Strengthening the Country’s resilience through the development of infrastructure that supports adaptation to climate change.

Risk

Physical climate‑related risks affecting the Group’s operations

The increased frequency of high temperatures may lead to occasional worksite shutdowns or reduced shift durations, causing delays in project completion.

Climate‑Change Mitigation

Impact

Negative

Current

Greenhouse gas emissions

Direct and indirect CO₂ emissions arising from the Group’s activities and value chain.

Energy

Impact

Negative

Current

Energy consumption

Energy consumption from fossil fuels during the execution of the Group’s activities.

Risk

Energy‑price volatility

Fluctuations in energy costs resulting in higher operating expenses.

Regarding climate‑related impacts, the GEK TERNA Group has established a comprehensive process for assessing its climate footprint, with particular emphasis on greenhouse‑gas emissions. This process feeds into the Group’s Double Materiality Assessment and includes the following stages:

▪Emissions Inventory: An annual, comprehensive inventory of greenhouse gas emissions is conducted, covering Scope 1, Scope 2, and Scope 3 emissions. The inventory is carried out in accordance with internationally recognized standards, such as the GHG Protocol, ensuring consistency, accuracy and comparability of the Group’s reporting.

▪Identification of Climate Impacts Business activities and geographical areas of operation are mapped in order to identify direct and indirect climate impacts. This includes the assessment of both physical risks (acute and chronic) and transition risks associated with regulatory changes, technological developments and market trends.

▪Resilience Analysis: Climate scenario analysis is integrated to assess the resilience of the Group’s activities under different climate transition conditions and the evolution of physical risks. This approach allows for the adaptation of the Group’s strategy to future climate challenges.

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▪Continuous Improvement and Adaptation: Assessment processes are regularly updated, incorporating new technological solutions, best practices and developments in the regulatory framework, with the aim of progressively reducing the carbon footprint and promoting climate transition actions.

▪Communication and Engagement: Maintaining transparent communication with stakeholders by presenting greenhouse gas emissions performance, as well as the Group’s strategies and commitments related to climate change.

Finally, as part of the assessment of the compatibility of its assets and activities with the transition to a climate‑neutral economy, the GEK TERNA Group seeks to identify key areas that require more intensive adaptation efforts, in combination with the development or adoption of appropriate technologies. At the same time, high carbon‑emitting activities are being reassessed in order to adopt low‑emission solutions. Such actions form part of the process of defining the Group’s climate targets, which are expected to be implemented in the near future.

2.1.3.2Policies related to climate change mitigation and adaptation [E1-2]

GEK TERNA Group applies its Environmental, Social and Corporate Governance Policy (hereinafter “ESG Policy”) to manage the material impacts, risks and opportunities associated with climate‑change mitigation, climate‑change adaptation, energy management and other environmental matters. Key information about the policy is detailed below in accordance with the minimum disclosure requirements regarding policies (MDR‐P) as defined in ESRS 2.

Policy	Key content related to climate change	Own operations / Value chain	Relevant Issues for which Impacts, Risks, or Opportunities were identified
Environmental, Social and Corporate Governance (ESG) Policy	Environmental Management Energy and Greenhouse Gas (GHG) emissions management, including climate change mitigation	Own operations	Climate‑change mitigation Climate‑change adaptation Energy

The ESG Policy applies to all Group employees, trainees, contractors, and subcontractors, as well as all subsidiaries, provided they do not have their own ESG Policy. This Policy also extends, where relevant, to joint ventures, temporary joint ventures, and other equivalent associations managed by the Group. Senior Management is responsible for conveying the policy's measures to all companies and providing the necessary resources for their implementation. Furthermore, Senior Management evaluates major internal changes, pertinent legislation, and the business environment to establish measurable indicators and targets, updating them as necessary to ensure ongoing performance improvement.

The Corporate Social Responsibility and Sustainable Development Director coordinates the implementation and monitoring of the Policy in collaboration with the departments involved and divisions.

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Through the ESG Policy, the Group seeks to create a comprehensive framework for addressing greenhouse gas emissions, enhancing energy efficiency, and embedding environmental consciousness within the corporate culture. The Policy sets specific goals for environmental management, energy management, and greenhouse gas (GHG) emissions management, including climate change mitigation. Concurrently, the Group has established measures for the prompt identification and timely management of potential risks and significant impacts related to climate change mitigation and adaptation.

To meet the environmental management goals outlined in its policy on climate change mitigation and adaptation, the Group performs annual internal audits across all its operational activities. These audits are designed to ensure compliance with the approved environmental terms applicable to each facility or activity. In addition, the audits cover the requirements defined by internal system procedures and the relevant standards related to environmental management.

Internal audits aim at achieving the following objectives:

▪Assessment of compliance with environmental legislation requirements.

▪Evaluation of responsiveness to the Group’s customer requirements.

▪Assessment of compliance with Environmental and Energy Management Systems requirements, as well as the applicable ISO standards implemented by the Group’s companies.

▪Identification of areas for improvement in existing processes and practices.

To effectively implement its Policy, the Group has developed an Environmental and Energy Management System featuring clear objectives and measurable outcomes, with progress evaluated annually. The Group’s Environmental and Energy Management System complies with the international standard ISO 14001:2015, with the majority of its subsidiaries already certified. Furthermore, the subsidiary TERNA has obtained ISO 50001:2018 certification, implementing energy management systems across all its projects and facilities. In addition, the Group holds certification in accordance with the international standard ISO 9001:2015.

In addition, to ensure optimal energy performance, the Group has committed, through its Policy, to the annual use of green energy with Guarantees of Origin (GOs) for most of its subsidiaries. The ESG Policy has been published on the Group’s internal network in order to ensure full and systematic information of all employees.

Finally, the Group applies a health, safety and environmental policy that includes general commitments to environmental protection. Specifically, through this policy, the Group commits to protecting the natural environment, identifying and assessing the environmental aspects and impacts of its activities, and applying principles of sound and responsible environmental management. At the same time, the Group is committed to using energy responsibly across all its operations and to communicating its environmental commitments to employees, suppliers, customers and the society in which it operates. In addition, the Group cooperates with competent environmental bodies and authorities with the aim of enhancing environmental protection and overall sustainable development.

2.1.3.3Actions and resources in relation to climate change policies [E1-3]

The Group recognizes the urgent need to address global challenges related to the environment, society and the economy, and is committed to integrating the principles of sustainable development into all

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its operations through the adoption of relevant initiatives. Sustainable development is an integral part of the Group’s business culture, as through responsible and sustainable practices it seeks to reduce environmental risks and create long‑term value for all stakeholders.

GEK TERNA Group, with a firm commitment to reducing CO₂ emissions, is implementing a strategic action focused on acquiring Guarantees of Origin for the electricity consumed in its main areas of activity. This initiative led to a reduction of indirect (market‑based) emissions by more than 70% in 2025, with a total investment of 102,558 euros. Through this approach, the Group promotes the adoption of sustainable practices while actively contributing to the reduction of its environmental footprint (Decarbonization mechanism: Renewable Energy Sources).

In parallel, the Group implements on an annual basis specific measures to effectively apply the ESG Policy and its commitments to reducing its environmental footprint. These measures include, among others:

Decarbonization mechanism	Action	Achieved or expected outcome	Scope
Energy efficiency improvement	Systematic documentation and monitoring of energy consumption in offices, construction sites, and facilities.	Evaluation of energy requirements and implementation of measures to reduce energy consumption in operations (reduction of Scope 2 emissions).	Own operations
Energy efficiency improvement	Renewal and maintenance of machinery.	Extension of useful lifespan and enhancement of energy efficiency.	Own operations
Renewable energy sources	Promotion of Power Purchase Agreements (PPAs) in Greece.	Direct access for end consumers to green energy through "private" PPAs	Downstream
Electromobility	Replacement of the fleet of passenger vehicles with electric/hybrid vehicles.	Reduction of CO₂ emissions from transportation	Own operations
Energy efficiency improvement	Upgrade of lighting and air conditioning equipment with energy-efficient technologies.	Reduction of energy consumption through technologies that enhance building performance	Own operations
Energy efficiency improvement	Integration of energy-saving principles in construction projects - where feasible - through building insulation, use of energy-efficient windows, utilization of natural lighting and ventilation.	Promotion of sustainability and energy efficiency in construction	Downstream
Energy efficiency improvement	Enhancement of green building certifications for construction projects, such as LEED9, BREEAM10.	These certifications validate the sustainability of construction practices, bolstering the Group's reputation	Downstream

Finally, as part of its overall carbon‑footprint management, the Group also implements the following actions:

9 Leadership in Energy and Environmental Design

10 Building Research Establishment Environmental Assessment Method

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▪Collaborating with suppliers and subcontractors, encouraging them to adopt sustainable practices and provide environmentally friendly products and services.

▪Mandatory training in environmental and energy‐related areas11 to raise awareness among employees, administrative staff, and contractors/subcontractors.

▪Measures related to staff commuting and business travel, including:

i.Offering the option of remote working, at least for a certain period, if deemed necessary, contributing to the reduction of daily commutes and consequently to the reduction of energy consumption (reduction of Scope 2 and 3 emissions).

ii.Encouraging employees to commute by bicycle or on foot, reducing energy and fuel consumption associated with daily commuting (reduction of Scope 3 emissions).

iii.Promoting carpooling for employees’ business travel (e.g., attending conferences, external meetings), reducing emissions from private vehicle use (reduction of Scope 3 emissions).

iv.Encouraging teleconferencing to limit emissions from air travel. If air travel is unavoidable, employees are encouraged to travel in economy class instead of business class, significantly reducing the associated carbon footprint (reduction of Scope 3 emissions).

The Group’s ability to carry out the necessary actions depends on the availability and efficient allocation of the necessary resources. Continuous access to financing on favorable capital terms is crucial for implementing its strategies, including adapting to changes, relevant acquisitions, and significant investments in research and development.

In parallel, as part of its ESG policy implementation, the Group has made specific commitments regarding energy management and greenhouse gas emissions, which include:

▪Annual monitoring and reporting of GHG emissions for all Group subsidiaries.

▪Implementation of specific action plans to reduce the carbon footprint.

▪Obtaining Guarantees of Origin for 100% of the Group’s subsidiaries by 2030.

▪Achieving a participation rate of at least 70% in energy‑related training for all employees.

2.1.4Governance

2.1.4.1Integration of sustainability-related performance in incentive schemes [ESRS 2 GOV-3]

The principles of sustainability within GEK TERNA Group are developed through a governance structure that addresses both regulatory requirements and voluntary commitments. The Board of Directors oversees the sustainability strategy by integrating sustainability issues into the agenda of Board meetings, following international best practices.

Additionally, the Group has established and implements a Remuneration Policy applicable to its entire workforce. This policy is an integral part of the Group's corporate governance practices and aligns with

11 The primary topics of the educational process include the adoption of best practices related to climate change and updates on current legislation.

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its operational strategy and objectives, aiming to align the organization's interests with those of the shareholders.

As detailed in the "General Information" section, there is a provision for linking Environmental, Social, and Governance (ESG) issues with variable compensation for the members of the Board and top management executives who are not members of the Board (Directors, Top Management Executives (TME)). For this reporting year, climate change considerations are incorporated into the variable remuneration of administrative, management, and supervisory bodies. However, remuneration is not evaluated in relation to specific targets for reducing greenhouse gas emissions.

ESG‐related objectives are set through the creation of specific Key Performance Indicators (KPIs) that align with the Group's values and strategic priorities, with the detailed specifications determined by the Board of Directors. The Group monitors, reviews, and updates its remuneration processes and structures to ensure alignment with business goals, regulatory frameworks, and market best practices.

2.1.5Metrics and targets

2.1.5.1Targets related to climate change mitigation and adaptation [E1-4]

The Group fully recognizes the urgent need for action on critical issues related to climate change mitigation as part of enhancing environmental sustainability and social responsibility. Therefore, the Group monitors its performance concerning recognized impacts, risks, and opportunities through annual sustainability reports and ensures compliance with all environmental legal obligations related to activities, such as the EU‐ETS and the National Climate Law (4936/2022).

In parallel, the Group is in the process of formulating specific, measurable and scientifically grounded targets, in line with the requirements of the ESRS standards. Despite these goals not yet being finalized, the Group is actively moving in this direction, committed to developing strategies that are based on scientific data, which will meaningfully enhance its environmental performance and strengthen its long‑term climate resilience.

Furthermore, at the project level, the Group sets specific and measurable carbon‑footprint targets (e.g., emissions per life‑cycle phase, energy performance, use of low‑carbon materials and fuels), aligned with the requirements and sustainable‑finance criteria of financial and investment institutions. This ensures compliance with relevant ESG prerequisites and facilitates improved access to capital under more favorable terms.

2.1.5.2Energy consumption and mix [E1-5]

The GEK TERNA Group measures and monitors its energy footprint annually, with the primary objective of reducing its carbon footprint and gradually transitioning to sustainable and environmentally friendly energy practices. The energy consumed by GEK TERNA Group primarily involves electricity consumption and fuel consumption for both stationary and mobile combustion. The table below illustrates the Group's total energy consumption, and the distribution of energy sources related to its activities, including the proportion of renewable and non‐renewable energy in the total energy consumption during the reporting period.

The consumption of purchased or acquired electricity from fossil fuels, nuclear, and renewable sources for all companies was determined using the total electricity consumed, incorporating data corresponding to Guarantees of Origin and the residual energy mix of each country. Specifically for

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Greece, data from the Renewable Energy Sources and Guarantees of Origin Operator (DAPEEP) were used for the respective supplier, while for subsidiaries operating abroad, data for the country's residual mix were used from information provided by the International Energy Agency and the AIB.

The data are expressed in MWh, using appropriate conversion factors derived from official reports, including the IPCC 2006 Guidelines, the Hellenic Ministry of Environment and Energy12 and the International Energy Agency13.

The Group's commitment to reducing emissions from energy use is reflected in the acquisition of Guarantees of Origin certificates in most of its subsidiaries, with the primary aim of achieving higher environmental performance and promoting the use of renewable energy sources. In 2025, the Group acquired green certificates for 73,256 MWh, corresponding to 65.9% of total energy consumption, confirming that the same amount of electricity consumed was produced from Renewable Energy Sources (RES)14.

GEK TERNA Group recognizes that a significant part of its activities falls within sectors with high climate impact and specifically15:

Sector B

Mining and Quarrying

Sector D

Electricity, gas, steam, and air conditioning supply

Sector E

Water supply; sewerage, waste management and remediation activities

Sector H

Transportation and storage

Sector F

Construction

Sector L

Real estate activities

12 National Inventory Report 2024

13 Energy Statistic Manual, International Energy Agency 2004

14 Overall, the share of electricity from renewable energy sources (RES) consumed by the Group amounts to 66.2%, taking into account electricity self-generated electricity from RES.

15 Based on Commission Regulation (EC) No 1398/2006

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		2025			2024
Energy consumption and mix	Unit	The Group (total)	High climate Impact sectors	Other sectors	The Group (total)	High climate Impact sectors	Other sectors
(1) Fuel consumption from coal and coal products	ΜWh	0.00	0	0	11,529.51	11,529.51	0
(2) Fuel consumption from crude oil and petroleum products	ΜWh	196,247.93	194,736.95	1,510.99	186,283.45	186,107.07	176.38
(3) Fuel consumption from natural gas	ΜWh	5,298,317.58	5,298,317.58	0.00	3,526,364.25	3,526,364.25	0
(4) Fuel consumption from other fossil sources	ΜWh	0.00	0	0	0	0	0
(5) Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources	ΜWh	20,325.63	20,325.63	0,00	5,153.29	5,153.29	0,00
(6) Total fossil energy consumption	ΜWh	5,514,891.14	5,513,380.15	1,510.99	3,729,330.50	3,729,154.12	176.38
Share of fossil sources in total energy consumption	%	98.4%	98.4%	100.0%	97.72%	97.72%	100%
(7) Consumption from nuclear sources	ΜWh	65.46	65.46	0.00	250.01	250.01	0.00
Share of consumption from nuclear sources in total energy consumption	%	0.00%	0%	0%	0.01%	0.01%	0.00%

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		2025			2024
Energy consumption and mix16	Unit	The Group (total)	High climate Impact sectors	Other sectors	The Group (total)	High climate Impact sectors	Other sectors
(8) Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste of biologic origin, biogas, renewable hydrogen, etc.)	ΜWh	0.00	0	0	20,321.44	20,321.44	0.00
(9) Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources	ΜWh	90,424.62	90,424.62	0.00	66,172.09	66,172.09	0.00
(10) The consumption of self-generated non-fuel renewable energy	ΜWh	282.80	282.8	0	323.90	323.90	0.00
(11) Total renewable energy consumption	ΜWh	90,707.42	90,707.42	0.00	86,817.43	86,817.43	0.00
Share of renewable sources in total energy consumption	%	1.62%	1.62%	0.00%	2.27%	2.27%	0.00%
Total energy consumption	ΜWh	5,605,664.02	5,604,153.03	1,510.99	3,816,397.94	3,816,221.56	176.38

16 GRI [302-1]

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The following table illustrates the energy intensity (total energy consumption per net revenue) associated with the Group's overall activity in high‐impact climate sectors.

Energy intensity from activities in high-climate‑impact sectors17	Unit	2025	2024
Net revenues from activities in high‑climate‑impact sectors	thousand euros	3.709.261	3,561,890
Total energy consumption from activities in high‑climate‑impact sectors	MWh	5,604,153.03	3,816,221.56
Total energy consumption from activities in high‑climate‑impact sectors per net revenue from high‑climate‑impact activities	(MWh / thousand euros)	1,511	1.071

The following table presents the ratio of net revenues from activities in high‑climate‑impact sectors to the corresponding amount reported in the financial statements.

Revenues from activities in high‑climate‑impact sectors	Unit	2025	2024
Net revenue from activities in high climate impact sectors used to calculate energy intensity	thousand euros	3.709.261	3,561,890
Net revenue (other activities)	thousand euros	146.107	7,362
Net revenue – Total (as included in the financial statements)	thousand euros	3.855.368	3,569,252

During the reporting period, GEK TERNA Group produced a total amount of energy equal to 1,817,844.46 MWh, as detailed in the table below.

Energy production	Unit	2025	2024
Energy production from non‑renewable sources	MWh	2,543,265.5	1,833,890.0
Energy production from renewable sources	MWh	33,485.6	2,948,903.7

2.1.5.3Gross Scopes 1, 2, 3 and Total GHG emissions [E1-6]

The Group monitors and records its carbon footprint, which consists of Scope 1, 2, and 3 emissions, to actively contribute to environmental protection and address climate change. By recording Scope 1 emissions, which include direct emissions from the company's activities, Scope 2 emissions, which concern indirect emissions from electricity consumption, and Scope 3 emissions, which encompass all

17 GRI [302-3]

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154

other indirect emissions from the company's value chain, the Group can identify the primary sources of emissions and take measures to mitigate them.

The total emissions (CO₂eq) originate from the Group's activities in Greece and abroad and were calculated based on the consolidated accounting total in accordance with ESRS requirements regarding the consolidation approach.

The calculation of GEK TERNA Group’s total CO₂‑equivalent emissions covers the following emission sources:

1 Direct greenhouse‑gas emissions (Scope 1)

Fuel consumption for stationary and mobile combustion from vehicles owned or leased by the Group and the total amount of refrigerants replaced/added in air conditioning and cooling units.

2. Indirect greenhouse‑gas emissions from purchased electricity (Scope 2)

Electricity consumption in all buildings and facilities. GEK TERNA Group secured Guarantees of Origin (GOs), certifying that specific quantities of electricity consumed in owned facilities originated from renewable sources, leading to reduced market‐based Scope 2 emissions.

3. Other indirect greenhouse gas emissions (Scope 3):

The emissions concern the following categories:

▪Category 1 – Purchased goods and services

▪Category 2 – Capital goods

▪Category 3 – Fuel‑ and energy‑related activities

▪Category 4 – Upstream transportation and distribution

▪Category 5 – Waste generated in operations

▪Category 6 – Business traveling

▪Category 7 – Employee commuting

▪Category 10 – Processing of sold products

▪Category 11 – Use of sold products

▪Category 12 – End‑of‑life treatment of sold products

Categories 8, 9, 13, 14 and 15 have been assessed as non‑material, considering the nature and characteristics of the Group’s activities.

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Greenhouse gas (GHG) emissions	Unit	2025	2024
Scope 1 GHG emissions
Gross Scope 1 GHG Emissions	tCO2e	1,072,352.51	801,370.84
Percentage of Scope 1 GHG emissions from regulated emission trading schemes	%	66.5%	94.9%
Scope 2 GHG emissions
Gross location-based Scope 2 GHG emissions	tCO2e	25,910.40	18,390.56
Gross market-based Scope 2 GHG emissions	tCO2e	10,333.54	3,285.14
Significant Scope 3 GHG emissions
Total Gross indirect (Scope 3) GHG emissions	tCO2e	3,687,801.15	6,415,898.41
1 Procured goods and services	tCO2e	856,806.79	877,868.83
2 Capital goods	tCO2e	4,093.93	875,263.32
3 Fuel and energy-related Activities (not included in Scope1 or Scope 2)	tCO2e	1,170,422.25	2,357,259.87
4 Upstream transportation and distribution	tCO2e	24,366.25	26,149.17
5 Waste generated in operations	tCO2e	31,258.60	44,011.48
6 Business traveling	tCO2e	494.76	1,634.16
7 Employee commuting	tCO2e	1,419.10	1,753.08
8 Upstream leased assets
9 Downstream transportation
10 Processing of sold products	tCO2e	39,901.39	37,683.72
11 Use of sold products	tCO2e	1,547,414.53	2,184,819.36
12 End-of-Life treatment of sold products	tCO2e	11,623.54	9,455.42
13 Downstream leased assets
14 Franchises

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Greenhouse gas (GHG) emissions18	Unit	2025	2024
15 Investments
Total GHG emissions
Total GHG emissions (location-based)	tCO2e	4,786,064.06	7,235,659.81
Total GHG emissions (market-based)	tCO2e	4,770,487.19	7,220,554.39

Additionally, a disaggregation of Scope 1 emissions by source is provided as follows:

	2025		2024
Source	Emissions CO2e	%	Emissions CO2e	%
Mobile combustion	36,402.23	3.36%	34,615.08	4.3%
Stationary combustion	1,035,487.43	96.60%	766,100.53	95.6%
Refrigerants	462.85	0.04%	655.24	0.1%
Total	1,072,352.51	100.0%	801,370.84	100.0%

Methodology for Scope 1 and Scope 2 Emissions

Scope 1 GHG emissions originate from fuel consumption in stationary and mobile combustion, sources as well as from the replenishment of refrigerants in air-conditioning systems due to leakages. The fuels consumed during the reporting period are as follows:

•Stationary combustion: Natural gas, LPG, heating oil, petrol

•Mobile combustion: Petrol, diesel, aviation turbine fuel (for helicopter use)

The emission factors used, are sourced from the UK Department for Environment, Food & Rural Affairs (DEFRA) database (Version 1.1, 2025) 19.

For the calculation of Scope 2 greenhouse gas emissions, electricity consumption during the execution of the subsidiaries' activities both in Greece and abroad is taken into account. Scope 2 greenhouse gas emissions are calculated using location‐based and market‐based approach in accordance with the GHG Protocol guidelines20.

18 GRI [305-1], [305-2], [305-3]

19An adjustment of the emission factors has been applied based on the GWP values of the IPCC Sixth Assessment Report, because the DEFRA 2024 dataset incorporates GWP values from the IPCC Fifth Assessment Report

20 Based on the guidance provided by the Greenhouse Gas Protocol Corporate Standard (GHG Protocol Corporate Standard), ESRS E1: E1‑6, AR39(a)

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Under he market‐based approach, the calculation of emissions considers the acquisition of Guarantees of Origin (GOs) and applies the most recent publicly available residual energy mix values.

▪For Greece, the supplier‑specific electricity mix factor of the respective electricity suppliers (HERON Energy, NRG) is applied, as they constitute the electricity providers of the subsidiaries (DAPEEP – Electricity Mix 2024).For foreign subsidiaries, the respective residual energy mix values are used for the countries of operation within Europe (Bulgaria, Cyprus), while the International Energy Agency (IEA) database is used for countries outside Europe.

The greenhouse gases included in the calculation of Scope 1 and Scope 2 emissions are carbon dioxide (CO₂), methane (CH₄) and nitrous oxide (N₂O)21. The GWP factors from the Sixth Assessment Report of the Intergovernmental Panel on Climate Change (IPCC) are used for calculating CO₂‑equivalent emissions: CO2 (1), CH4 (27) N2O (273).22

The carbon footprint from the Group's activities for Scope 1 and Scope 2 emissions was calculated based on actual consumption data collected through specific data collection templates from the Group's subsidiaries.

Methodology for Scope 3 Emissions

For calculating Scope 3 emissions, the methodology outlined in the GHG Protocol Corporate Value Chain Accounting & Reporting Standard is used. Necessary data for calculating Scope 3 emissions from the Group's subsidiaries were collected using specific data collection templates, without using primary data from suppliers or other value chain partners.23

This framework employs a combination of two methodological approaches for secondary data analysis by emission category, aiming to achieve accurate and comprehensive carbon footprint recording:

Approach 1: Calculation based on activity data

This approach involves collecting and analyzing data directly related to the company’s activities.

Approach 2: Calculation based on spend data

This approach uses financial expenses during the reporting year as a basis for emission calculations.

Specifically:

▪For Categories 1, 2, 4: Calculations are based on expenditure data (pre‑tax expenses), with corresponding emission factors derived from Environmentally Extended Input‐Output (EEIO) databases such as EXIOBASE.

▪For Category 5 waste quantities and disposal methods collected from the Group’s subsidiaries are used, with emission factors from the UK‐DEFRA database (version 1.1,2025).

▪For Category 6 business travel data per transport mode is used, with emission factors from the UK‐DEFRA database (version 1.1,2025).

▪For Category 7, an approximate model based on employee commuting preferences per country and the number of employees per country is used.

21 ESRS E1:E1-6, AR39(c)

22 ESRS E1:E1-6, AR39(d)

23 The entirety (100%) of Scope 3 emissions is calculated using secondary data. [E1:E1-6_AR_46_g]

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▪For Category 11, primary data from relevant subsidiaries within the scope of Category 11 are used, with emission factors from the UK‐DEFRA database (version 1.1, 2025).

▪For Categories 10 and 12, primary data from the subsidiary within the scope24 are used with the corresponding emission factors sourced from the ecoinvent database (Category 10) and from the database of the UK Department for Environment, Food and Rural Affairs (UK‑DEFRA) (version 1.1,2025) (Category 12).

GEK TERNA Group discloses separately biogenic CO₂ emissions from the combustion or biodegradation of biomass that relate to Scope 1 emissions. Given that the fuel types “average biofuel blend” have been used for diesel and petrol, out‑of‑scope biogenic emissions were calculated, as required, using the appropriate emission factors from DEFRA 2025.

For the year 2025, biogenic emissions amount to 2,041.5 tCO₂e. However, the Group does not disclose biogenic CO2 emissions from biomass combustion or biodegradation, both upstream and downstream in the value chain, separately from consolidated gross Scope 3 emissions. The calculation of Scope 3 emissions accounts for other GHG, including CH₄ and N₂O, since emission factors are expressed directly in CO₂‑equivalent (CO₂e).

The following table presents the GHG intensity (total GHG emissions per net revenue) for both market‐based and location‐based methods.

Greenhouse‑Gas Emission Intensity per Net Revenue25	Unit	2025	2024
Total greenhouse‑gas emissions (location‑based) per net revenue	tCO₂e / thousand euros	1.24	2.02
Total greenhouse‑gas emissions (market‑based) per net revenue	tCO₂e / thousand euros	1.24	2.03

The table below demonstrates the relationship between net revenue and the calculation of greenhouse gas emission intensity.

Net revenue	Unit	2025	2024
Net revenue used to calculate GHG intensity	thousand euros	3,855,368	3,569,252
Net revenue – (Other)	thousand euros	0.00	319,391
Total net revenue (as reported in the financial statements)	thousand euros	3,855,368	3,249,861

24 Concerns TERNA MAG with production of:

▪Caustic calcined magnesia

▪Dead burned magnesia

▪Raw magnesite

25 GRI [305-4]

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159

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160

2.2Resource use and Circular Economy ESRS [E5]

2.2.1Impact, risk and opportunity management

2.2.1.1Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities [ESRS IRO-1]

Circular economy constitutes a strategic pillar of the Group’s approach to sustainable development, enhancing the sustainability of its business model and contributing substantially to environmental protection. Its principles are applied horizontally across key areas of activity, with the aim of:

▪Preserving and optimizing the use of natural resources and raw materials.

▪Ensuring effective waste management.

▪Enhancing efficiency throughout the life cycle of products and services.

Within the framework of the Double Materiality Assessment conducted for the reporting year, the topic “Resource Use and Circular Economy (ESRS E5)” was assessed as material for the GEK TERNA Group exclusively due to the negative current impact related to waste generation.

Impact

Negative

Current

Waste

Production of waste arising from the Group’s activities.

The nature of the Group’s activities leads to the generation of hazardous and non‑hazardous waste at various stages of the project life cycle, making waste management a critical element of its environmental footprint. Waste is produced during project‑development and construction phases, as well as during the operation and maintenance of assets, with the majority originating from the construction sector. Consequently, the Group has identified waste management as a material issue for its business model and strategy implementation, as it is essential for reducing environmental impact, improving resource efficiency and ensuring compliance with the applicable regulatory framework, thereby requiring continuous monitoring, documentation and implementation of appropriate management procedures.

Within this context, a structured process is applied for the systematic recording, monitoring and analysis of waste generated by the Group’s activities, enabling an accurate assessment of actual and potential impacts, the mapping of associated risks and opportunities and the identification of corrective actions where necessary to support continuous improvement in environmental performance. At the same time, the Group makes use of established communication channels with local communities and other stakeholders to collect structured information on potential issues, concerns or negative impacts that may arise from waste‑management practices.

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2.2.1.2Policies related to resource use and circular economy [E5-1]

The GEK TERNA Group’s approach to waste management is reflected within the Environmental, Social and Corporate Governance (ESG) Policy, which applies to all Group employees, trainees, contractors and subcontractors, as well as to all subsidiaries that do not maintain their own ESG policy.26

With regard to waste management, the purpose of the Policy is to establish a comprehensive framework for the responsible handling of all hazardous and non‑hazardous waste generated by the Group’s activities, aiming to minimize environmental impacts and strengthen circular‑economy performance. The Policy sets out the initiatives and measures to be implemented at project level to ensure the proper collection, sorting, treatment, reuse, recycling and disposal of waste, in accordance with applicable regulatory requirements and industry best practices.27

It also provides for the systematic monitoring of waste streams, the reinforcement of employee awareness and active participation and the continuous improvement of processes through performance evaluation, adoption of new technologies and integration of innovative solutions that reduce waste generation and maximize material recovery. Within this context, regular review and updating of the Policy is pursued, including the adjustment of targets, measures and regulatory obligations whenever deemed necessary.

The Director of Sustainability and Corporate Social Responsibility Department, is responsible for coordinating, implementing, monitoring and updating the Policy, in collaboration with the relevant departments and Divisions. All employees must be aware of its requirements, act in accordance with them and report any deviations promptly. To ensure universal and immediate access, the Policy is published on the Group’s internal network. The Policy is approved by the Chief Executive Officer of GEK TERNA Group, while Management is responsible for communicating the prescribed measures and for providing the resources and tools necessary for their effective implementation.

2.2.1.3Actions and resources related to resource use and circular economy [E5-2]

GEK TERNA Group’s activities are highly resource‑intensive, relying largely on non‑renewable sources. The responsible and efficient management of natural capital is a fundamental component of its business model and a critical factor for the long‑term sustainability of its operations. Within this context, the Group implements actions aimed both at reducing the consumption of primary materials and at increasing the use of materials with a lower environmental footprint.

The responsible selection of raw materials is a core priority and influences the design and implementation of projects. Emphasis is placed on the use of high‑quality materials that are resilient to extreme weather conditions, offer extended durability and exhibit reduced environmental impact. At the same time, the Group evaluates the potential to incorporate recycled or secondary materials wherever technically feasible, thereby supporting the transition toward a circular‑economy model.

Beyond the resource requirements for project development and operation, the outflows associated with the use of natural resources, raw materials and other inputs also include the management of waste. The Group implements a comprehensive hazardous and non‑hazardous waste‑management program aimed at reducing the volumes generated and their degree of hazard, preventing landfilling

26 This Policy also applies, where relevant, to joint ventures, temporary joint ventures and other equivalent partnerships, provided that the Company assumes their management.

27 The ESG Policy does not include references to the transition away from the use of virgin resources, including any related increase in the use of secondary (recycled) materials, nor to the sustainable sourcing and use of renewable resources.

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and enhancing material recovery. These actions are based on the waste‑management hierarchy of the circular economy, prioritizing prevention, reuse and recycling, with final disposal used only when no other sustainable option is available. Waste management is carried out in accordance with Environmental Terms Approvals (ETAD), internal procedures and project‑specific requirements, in cooperation with licensed contractors responsible for the collection, recovery, treatment and final disposal of waste. Subsidiaries maintain systematic records of all waste generated and keep the required identification documents for hazardous waste. As part of its monitoring practices, the Group calculates and publishes key performance indicators annually, supporting transparent performance assessment, year‑on‑year comparability and continuous improvement of environmental outcomes. Detailed recordkeeping ensures accurate representation of the current situation and facilitates the identification of areas for improvement. In the same context, Group companies submit their waste‑management data annually to the Electronic Waste Registry (EWR) of the Ministry of Environment and Energy, in accordance with regulatory requirements.

Furthermore, for specific waste categories the Group promotes the use of recyclable or reusable materials, such as excavation, construction and demolition materials, to meet the needs of other Group activities. This approach reduces waste volumes and conserves natural resources, fostering circular material flows across business units.

Additionally, an integrated recycling system is applied across all offices, construction sites and facilities, covering materials such as paper, aluminum, glass, plastic, electronic and electrical equipment, lamps and batteries. Collection is carried out using dedicated bins, while material recovery is ensured through partnerships with specialized and licensed operators. Particular emphasis is given to waste electrical and electronic equipment (WEEE), which is recycled through certified facilities where valuable metals and raw materials are recovered, thereby preventing the release of hazardous substances such as heavy metals into the environment. This practice supports the circular economy, reduces environmental impact and promotes the sustainable use of natural resources. As part of its impact‑management approach, the Group also carries out awareness‑raising actions for employees to promote responsible resource use and effective implementation of waste‑management procedures at project level.

Finally, liquid waste is categorized into industrial/hazardous wastewater and municipal sewage, depending on pollutant load. Their management follows distinct procedures in line with applicable legislation and Environmental Terms Approvals for each project or facility. Disposal takes place exclusively through licensed final recipients, ensuring full compliance with environmental requirements and safeguarding natural resources.

The resources required for implementing these actions are embedded in project planning and budgeting, and include human resources, operational costs and collaborations with external licensed providers. Implementation and progress are monitored through the Group’s environmental‑management processes.

2.2.2Metrics and targets

2.2.2.1Targets related to resource use and circular economy [E5-3]

As part of its commitment to sustainability and the circular economy and within the framework of the ESG Policy, GEK TERNA Group sets the responsible management of all hazardous and non‑hazardous

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waste from its activities as a core objective, with particular emphasis on proper collection, treatment, reuse and recycling practices, in line with the circular‑economy hierarchy.

The Group’s approach to waste management focuses on compliance with the applicable regulatory framework, the implementation of prescribed procedures at project level and the monitoring of related environmental impacts. However, during the reporting year, the Group has not yet established quantified Group‑level targets regarding the reduction, recycling, recovery or disposal of waste.

Target‑setting is currently under assessment as part of the Group’s wider sustainable‑development strategy and will evolve as the standardization and consolidation of relevant data across subsidiaries progresses. Until formal targets are established, the Group monitors its performance through annual waste‑management indicators and the environmental‑management procedures applied at project level.

2.2.2.2Resource outflows | Waste [E5-5]

Effective waste management requires the systematic and detailed recording of all waste generated by the Group’s activities to ensure accurate representation and assessment of the current situation. The total volume of solid waste for 2025 amounted to 1,871,248.3 tonnes, of which 0.3% corresponded to hazardous waste and 99.7% to non‑hazardous waste.

Indicator	Unit	2025
Total quantity of waste	t	1,871,248.30
Total quantity of non‑hazardous waste	t	1,866,566.74
Total quantity of hazardous waste	t	4,681.56
Total quantity and percentage of non‑recycled waste	t	1,652,152.24
Total quantity and percentage of non‑recycled waste	%	88.3
Total quantity of radioactive waste	t	0.00

In the following tables, the total quantities of waste destined for recovery, as well as the quantities of waste sent for disposal, are presented.

Waste for recovery			219.209,42t
Indicator	Unit	2025
Hazardous waste
Preparation for reuse	t	0.00
Recycling	t	4,579.67
Other recovery operations	t	43.96
Total	t	4,623.63

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Indicator	Unit	2025
Non‑hazardous waste
Preparation for reuse	t	0.00
Recycling	t	214,516.39
Other recovery operations	t	69.40
Total	t	214,585.78

Waste for disposal			1,652,038.88t
Indicator	Unit	2025
Hazardous waste
Incineration	t	0.21
Landfilling	t	13.04
Other disposal operations	t	44.68
Total	t	57.93
Non‑hazardous waste
Incineration	t	99.41
Landfilling	t	1,524,415.36
Other disposal operations	t	127,466.19
Total	t	1,651,980.95

Waste data is recorded at the level of the Group’s subsidiaries, based on waste transfer notes issued by accredited waste management operators, while in the case of construction sites, data collection is carried out directly by the sites themselves. Data collected across all activities are subsequently entered into a central file (spreadsheet) and/or a monitoring platform, through which they are consolidated and provide aggregated waste data at Group level. These data are used for the purposes of this sustainability statement.

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3.Social information

3.1Own workforce [ESRS S1]

3.1.1Strategy

3.1.1.1Material impacts, risks and opportunities and their interaction with strategy and business model [ESRS 2 SBM-3]

The Group designs its strategy and business model with the objective of developing a balanced and resilient portfolio, embedding the principles of Sustainable Development across all aspects of its operations. The Group perceives responsible business operations as a strategic path that enhances sustainability, with workforce playing a crucial role in this endeavor. Additionally, the Group is committed to supporting the United Nations Sustainable Development Goals (SDGs) and the UN Agenda 2030, actively promoting these key principles through actions and initiatives.

Through the Double Materiality Assessment, the impacts, risks and opportunities related to the workforce that are directly linked to the Group’s strategy and business model have been identified. This process provides meaningful input for decision-making, enabling the adoption of actions that enhance positive social impact and support the effective management of critical workforce-related issues. The participation of a broad range of stakeholders, including Senior Management, strengthens the robustness of the assessment and provides direct feedback on the Group’s performance. At the same time, it reinforces the Group’s commitment to sustainable, productive employment and the promotion of decent work.

The Double Materiality Assessment identified as material the impacts related to working conditions, with particular emphasis on the protection of Health and Safety and the creation of a supportive working environment, as well as impacts associated with employee empowerment, fair treatment, and equal opportunities at work. These topics are central to the Group’s strategy, as improvements in working conditions and support for employees’ professional development contribute to increased satisfaction and productivity. These factors are closely linked to the Group’s strategic focus on strengthening innovation and talent retention, thereby supporting long-term growth. Within this context, the Group implements targeted actions aimed at creating a safe working environment, with the objective of preventing and eliminating incidents of discrimination or workplace accidents, ensuring that the Group operates as a responsible business with a continuous focus on minimizing negative impacts and enhancing positive ones.

Regarding the material impacts, risks, and opportunities identified, all individuals in the workforce who could be significantly affected by business activities fall within the scope of disclosures. The Group recognizes as own workforce employees who are directly employed, namely permanent employees, temporary employees, full‐time or part‐time employees, as well as other members of the workforce, such as freelancers and outsourced workers, who provide services directly to the Group.

The material impacts, risks and opportunities identified through the Double Materiality Assessment in relation to the sub-topics “Working conditions” and “Equal treatment and equal opportunities for all” are presented below.

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Working conditions

Impacts

Positive

Actual

Building a safe and supportive working environment
Enhancing employees’ wellbeing, sense of safety, and engagement within a healthy and supportive workplace through the implementation of relevant initiatives and measures.

Negative

Actual

Occupational health and safety incidents
Workplace accidents/incidents and their consequences.

Risks

Shortage of available workforce (whether skilled or not) to support and expand the Group’s activities.

Equal treatment and equal opportunities for all

Impacts

Positive

Actual

Employee empowerment, fair treatment, and equal opportunities at work

Continuous development and empowerment of the workforce through fair staffing processes and skills‑development programs, promoting equal treatment and equal opportunities across the Group.

Regarding the material negative impact related to working conditions, this is associated with isolated incidents, taking into account the nature and specific requirements of the sectors in which the Group operates (construction and mining). The health and safety of employees constitute a fundamental pillar of the Group’s operations and a core business objective. For this reason, through a range of measures and actions, and in full alignment with applicable labor legislation and relevant standards, the Group ensures the existence of appropriate mechanisms to address and manage any such incidents.

Actions contributing to positive impacts primarily relate to the implementation of the Occupational Health and Safety Management System, certified in accordance with ISO 45001:2018, the creation of new jobs with decent remuneration and safe working conditions, as well as the provision of a working environment that promotes equality, prevents discrimination, and avoids incidents of human rights violations.

The material positive impacts of both sub-topics extend across all of the Group’s business sectors, while indirect impacts may also occur within the value chain. These impacts concern all workplaces where the Group’s workforce is employed, without geographical limitations or differentiation by country or region28.

At the same time, the Group maintains its ongoing commitment to ensuring a working environment grounded in free will and dignity, where all employment practices respect employees’ freedoms and rights. To this end, an assessment has been conducted regarding the risk of forced or compulsory labor, and the Group remains firmly committed to refraining from operating in areas where such risks exist. Through its ESG Policy, the Group clearly states that it prohibits, does not engage in, and does not

28 Regarding any transition plans of the Group aimed at reducing its negative environmental footprint, no direct link has been identified with material social impacts. Specifically, for 2025, no impacts, risks or opportunities have been identified in relation to restructuring processes or job losses/creation arising from the Group’s objective to reduce its environmental footprint.

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support any form of forced or compulsory labor, prison labor or slavery. Within this framework, the Group avoids cooperation with partners and/or suppliers that do not comply with these principles.

During the Double Materiality Assessment, the key groups within the own workforce that are affected or could be negatively affected by the related impacts and risks were identified. Recognizing that certain employees may be at greater risk of harm, the analysis took into account the different characteristics of employees, as set out in the Code of Ethics and Conduct. Given that the Group employs a multicultural workforce of diverse backgrounds, genders, nationalities and other characteristics, employees were mapped in order to identify those with specific characteristics or those working in particular environments, such as employees working at construction sites, young employees and Persons with Disabilities (PwDs).

Based on this mapping, an analysis by location and job position is carried out in order to identify and understand the potential risks associated with each working environment. At the same time, the implementation of an open‑dialogue practice with employees (open‑door policy) enables the timely identification of potential risks or issues and facilitates the collection of meaningful feedback and new ideas, thereby strengthening the working environment.

The Group has adopted as a core principle the creation and maintenance of an equal‑opportunities working environment, with particular focus on vulnerable groups, in which no form of discrimination is tolerated, whether based on race, religion, gender, social, cultural or political background, sexual orientation or any other grounds. This practice contributes to broader positive impacts in both the medium and long term, such as strengthening the corporate culture with elements of diversity and equality, as well as ensuring merit‑based processes and equal treatment in the recruitment and development of the workforce.

3.1.2Impact, risk and opportunity management

3.1.2.1Policies related to own workforce [S1-1]

GEK TERNA Group has established and implements policies to manage material impacts related to its workforce29. The Group ensures that all policies, procedures and practices for managing human resources are guided by deep respect for human rights, fostering an environment where diversity and equality are recognized and promoted.

The policies concerning the material issues "Working conditions" and "Equal treatment and opportunities for all" cover the identification, assessment, management, and/or remediation of material impacts on own workforce, ensuring a safe working environment for the entire workforce.

Internal Work Regulation

GEK TERNA Group has established and implements an Internal Work Regulation, aimed at regulating employment relationships and creating a working environment based on equal treatment, fair disciplinary authority and harmonious cooperation between employees and the Group. The Regulation has general applicability and governs dependent employment relationships with employees across all the Group’s facilities and activities (offices, branches, construction sites, etc.) in Greece and abroad, while it also provides for more specific provisions for certain business units, such as the Motorway Operations Division, through a dedicated Annex. For the purposes of the Regulation, employees are

29 In preparing this disclosure, the Minimum Disclosure Requirements on policies (MDR‑P), as set out in ESRS 2, are applied.

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defined as all individuals engaged by the Group under a dependent employment relationship of fixed‑term or indefinite duration, full‑time or part‑time, while its scope of application also includes employees providing services through temporary or permanent secondment/assignment from another employer.

Within this framework, the Group incorporates commitments related to equal treatment and equal opportunities for all, ensuring a working environment that respects the personality and dignity of employees and is free from discrimination and harassment. Recruitment is carried out on a merit‑based, transparent and non‑discriminatory basis, in accordance with business needs and the applicable Recruitment Policy. At the same time, the Group supports the continuous development and empowerment of its human capital, providing, where feasible, ongoing professional training and opportunities for skills development and performance enhancement, contributing both to operational effectiveness and to employees’ professional development.

With regard to working conditions, the Group applies policies and rules that ensure the protection of health and safety in the workplace, taking appropriate preventive measures, and may establish general or specific safety rules through regulations, instructions and policies. Employees are required to comply with health and safety rules, follow the instructions of the competent bodies and promptly report incidents that could lead to accidents or damage. In parallel, clear procedures are in place for the reporting and management of occupational accidents and incidents, with emphasis on timely notification and the protection of employees’ health.

Furthermore, the Group has established and incorporated into the Internal Work Regulation, through a dedicated Annex, a Policy for the prevention and combating of violence and harassment at work and the management of internal complaints, in accordance with the applicable legal framework. The scope of this Policy is extended and, beyond employees under dependent employment, also covers other persons connected with the Company or working at its premises (indicatively: contractors under works or independent services agreements, interns/trainees, individuals employed through third‑party providers, as well as job applicants), thereby strengthening prevention and protection against related risks. The Policy provides for the systematic assessment of risks related to violence and harassment through regular reports by the competent health and safety bodies and places particular emphasis on the protection of groups that may be more exposed to such risks, as well as on the establishment of prevention, monitoring, mitigation and response measures, with regular evaluation of their effectiveness.

For monitoring the implementation of the Regulation and ensuring its continuous update, the Human Resources Department has the central coordinating role, making use of the available information and reporting channels, as well as the established reporting/complaints mechanisms, in order to identify compliance issues in a timely manner and support their effective management. The Internal Work Regulation, including its Annexes, as duly approved, enters into force, is amended and repealed in accordance with the applicable legal procedure. The full text is permanently kept in an accessible and visible location at the Company’s premises, and each employee may, upon request, receive a copy thereof, together with its Annexes. In addition, newly hired employees are required to familiarize themselves with the applicable policies and internal regulations, strengthening their understanding of obligations, rights and the available support and reporting mechanisms.

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Training Policy

The Group has established and implements a Training Policy aimed at defining the framework of internal procedures related to the training of the Group’s workforce, as well as the dissemination of knowledge and experience. Through the procedures it sets out, the Policy ensures support for continuous learning and the quality of training services provided to the Group’s employees.

The purpose of the Policy is to support lifelong learning, training, upskilling and professional development across all employee levels, delivered by internal and external trainers and training providers, within the context of the continuous development of the Group’s human capital. The primary objectives of these efforts include enhancing workforce productivity, developing skills and competencies, ensuring compliance with regulatory and legislative requirements (e.g. health and safety), supporting the safe onboarding of new employees through structured induction programs, and strengthening the Group’s overall organizational commitment.

The scope of the Training Policy covers the entire workforce of the Group. Training opportunities are available both to salaried employees and to self‑employed professionals collaborating with the Group, while, depending on specific training needs arising from the requirements of particular activities, personnel of subcontractors, consultants and similar parties may also be included. At the same time, it is explicitly stipulated that no training opportunity excludes individuals on the basis of personal characteristics. The Policy ensures that all employees have access to training programs that enhance both technical and transversal skills, without exclusion or discrimination.

The Policy also provides for participation in certifications, mandatory training courses and specialized programs, where required by legislation or operational needs.

The policy framework clearly defines the roles and responsibilities of employees, line managers and the Human Resources Department, ensuring consistent and uniform implementation across the Group. The Group’s Human Resources Department is responsible for the implementation of the Policy, which is approved by Group Management as a framework and may be further specified according to the needs and requirements of each subsidiary. The Training Policy is made available to all employees, who are duly informed of any revisions.

Policy & Procedures for the Attraction, Selection, Recruitment, Evaluation and Succession Planning of Human Capital

GEK TERNA Group and its subsidiaries, in the context of their continuous development across various business sectors, face steadily increasing staffing needs, both in operational functions and in administrative and support roles, requiring specialized human capital. At the same time, the Group places emphasis on the continuous upgrading and renewal of its workforce through periodically designed promotion and succession planning processes.

The purpose of this Policy is to establish a unified approach to the attraction, selection and recruitment of personnel across the Group, with the aim of:

▪Filling an approved vacancy (“open position”) with the most suitable candidate for the role.

▪Supporting the preparation of the annual recruitment plan and, where applicable, the corresponding annual payroll budget.

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▪Providing development and career progression opportunities for human capital.

▪Reconsidering cases of positively evaluated personnel from previous projects or activities whose specific cooperation period has been completed.

▪Promoting the principles of meritocracy and equal treatment that underpin the Group’s values.

▪Ensuring the timely development of a Succession Plan for critical positions within the organization.

The Policy clearly defines the procedures governing recruitment planning and implementation, ensuring that staffing practices are aligned with the Group’s core values. A fundamental pillar of the Policy is meritocracy, with candidate selection based exclusively on formal qualifications, subject‑matter knowledge, professional experience and the skills required for each role. Furthermore, the Policy actively supports Diversity and Inclusion, explicitly stipulating that characteristics such as gender, race, age, nationality, political beliefs, religion, marital status, sexual orientation, disability or trade union membership do not influence the selection process.

The Human Capital Development and Compensation & Benefits functions of the Group Human Resources Department are responsible for providing comprehensive support to the Divisions and Departments of both the headquarters and all project sites / facilities of the Group’s companies, with regard to the implementation of this Policy and its related procedures. This is carried out under the overall responsibility and oversight of the Human Resources Director and the Management of each company. In recognition of the critical role of the Human Resources function, its supervision by a Board member or senior executive has been formally established, along with close cooperation with the General Directorate of Administration & Personnel of the Group’s parent company. All relevant Policies and Procedures are made available to the entire workforce of the Group.

Human Rights Policy

GEK TERNA Group reinforces its commitment to the protection and promotion of human rights through the establishment and implementation of a Human Rights Policy, which is aligned with the United Nations Guiding Principles on Business and Human Rights. In developing and adopting this Policy, the Group has taken into consideration the following:

▪The Universal Declaration of Human Rights of the United Nations.

▪The International Covenant on Civil and Political Rights of the United Nations.

▪The International Covenant on Economic, Social and Cultural Rights of the United Nations.

▪The United Nations Guiding Principles on Business and Human Rights.

▪The United Nations Global Compact Principles.

▪The Declaration of the International Labor Organization (ILO) on Fundamental Principles and Rights at Work.

▪United Nations Resolution 46/7 on Human Rights and the Environment.

▪The voluntary commitments of the Management for safety and human rights.

The Policy is directly linked to the impact identified by the Group for the ESRS sub-topic “Equal treatment and equal opportunities for all”. The primary purpose of the policy is to reaffirm GEK TERNA

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Group's ongoing commitment to respecting and upholding internationally recognized human rights, including labor rights. The policy also emphasizes the Group's responsibility to continuously identify, assess, manage, and address potential negative impacts on stakeholders' rights. Key focus areas include eliminating discrimination and harassment, promoting equal opportunities, and enhancing diversity and inclusion.

The scope of the Policy covers all countries in which the Group operates and defines the full spectrum of human rights relevant to each category of affected stakeholder groups. More specifically, it recognizes human rights in relation to:

▪Employees, subcontractors and suppliers.

▪Customers and end-users.

▪Local communities in the geographical areas of activity.

The core commitments of the Group as outlined in the policy are:

▪Providing equal opportunities to all employees, and all actions concerning employees such as promotions, compensation, transfers to other departments, participation in teams, etc., should be based solely on meritocratic criteria related to the value, ethics, performance, abilities, achievements, effectiveness, and qualifications.

▪Creating and maintaining a work environment where all employees enjoy the highest possible level of physical and mental health protection.

▪Ensuring that neither forced labour nor labour under conditions of servitude exists or will ever exist, under any circumstances and in any location.

▪Employing workers aged over 18 years old.

▪Ensuring freedom of association and the rights of employees to negotiate collectively and in individual groups.

▪Fully respecting and protecting the rights of minorities and women.

▪Ensuring that no form of bullying, harassment, or aggressive behavior is allowed in the workplace.

▪Protecting privacy.

▪Ensuring the maintenance of a safe, clean, healthy, and sustainable environment for all local communities in the geographical areas of activity.

The Code of Conduct explicitly states that all forms of discrimination are prohibited, whether they concern race, religion, gender, social status, culture, political opinions, sexual orientation, or any other category. The Group is firmly committed to a zero‐tolerance policy for human rights violations. This commitment is upheld by actively refraining from any direct, indirect, or passive involvement in such violations. Additionally, the Group avoids engaging in transactions or contacts with third parties in countries where it operates if there are reasonable suspicions that these parties may be involved in activities leading to human rights violations.

The Division of Corporate Social Responsibility and Sustainable Development collaborated with the Division of Health, Safety and Environment, the Human Resources Division, the Regulatory Compliance

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Unit, and the respective Compliance Committee to develop the policy. This policy has been approved by the ESG Committee of the Board of Directors, with the Human Resources Division having full responsibility for monitoring the implementation and revision of the policy.

It should be noted that the policy is covered by the Group's Compliance Unit's complaint and grievance mechanism, which is available to all stakeholders through multiple communication channels to facilitate and encourage the participation of complainants. In the event of complaints, these are reviewed, and the Group undertakes disciplinary actions if deemed necessary. The Human Rights Policy is available and accessible to all stakeholders on the Group's website.

Policy against Violence and Harassment at Work

The Group's commitment to promoting a healthy and safe work environment is reflected in the Policy Against Violence and Harassment at Work. This policy confirms the Group's recognition and respect for every employee's right to a workplace free from violence and harassment, emphasizing respect and safeguarding human dignity. Through this policy, the Group declares its zero tolerance for any form of discrimination and any incidents of violence and harassment, taking all appropriate and necessary measures to prevent and address such behaviors, ensuring an environment of respect and safety for all employees.

This policy outlines the main guidelines that the Group's workforce must follow to prevent and address any incidents in the workplace. This includes incidents that occur during work, are related to it, or arise from it. The policy applies to the entire Group and its employees and is related to the impacts and risks identified for the sub‐topic "Equal treatment and opportunities for all."

At the same time, the Group identifies and assesses risks related to violence, harassment and discrimination in the workplace. To ensure the effective handling of relevant incidents, the Group has established a clear process for the identification and investigation of behaviors that may be associated with discrimination, violence or harassment. Indicative examples of such incidents include:

▪Physical or verbal assault or abuse.

▪Use of physical or electronic means to threaten, abuse or undermine an individual’s personality.

▪Implicit comments, obscene photographs, obscene gestures designed to degrade the employee’s personality, gender, religion or sexual preferences.

▪Spreading malicious rumors, either individually or collectively, about the personality, gender, religion or sexual preferences of an employee.

▪Use of power position to degrade the personality of an employee.

▪Use of power position for arbitrary behavior towards an employee, e.g., canceling participation in training, obstructing promotions and raises.

▪Use of power position for obscene proposals.

To prevent, mitigate discrimination and take action once identified, GEK TERNA Group has implemented specific measures that apply universally to the workforce, with additional responsibilities assigned to managers and supervisors to ensure a work environment free from violence and harassment.

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Indicative actions and procedures include:

▪Monitoring the implemented Management Systems and applying measures to prevent issues of violence and harassment at work.

▪Encouraging employees to report and disclose such incidents in accordance with the complaint procedure.

▪Implementing training and awareness sessions for staff, which are included in the annual training program.

▪Posting of the Policy and available Procedures in an accessible online space for all employees.

▪Designating the Regulatory Compliance Officer as the reference person for receiving complaints and providing clarifications to staff.

▪Establishing a reporting/complaint submission procedure.

▪Ensuring the implementation of this policy within the area of responsibility for the Group's managers to act immediately when they perceive any manifestation of prohibited behavior and encourage employees to report any incidents of violence and harassment they have experienced or witnessed.

The Regulatory Compliance Officer is the reference person for receiving and managing requests related to incidents of violence and harassment. The policy aims to ensure zero incidents of violence and harassment and is available on the Group's website for all stakeholders to review.

The policy covers the interests of stakeholders, specifically employees, as it sets the framework for the identification and assessment of risks related to violence and harassment, while explicitly stating measures to address such phenomena. The policy promotes direct communication of employees with the General Secretariat for Demographic and Family Policy and Gender Equality (G.G.I.F.) and with the Single Number of Citizenship Communication and Service for Insurance, Labor and Social Affairs in cases of violence and harassment.

Environmental, Social and Corporate Governance (ESG) Policy

The Group has established and implements an Environmental, Social and Governance (ESG) Policy, which serves as a horizontal framework for integrating sustainability principles into operations and decision‑making processes and is directly linked to the identified material impacts under the sub‑topics “Equal treatment and equal opportunities for all” and “Working conditions.” The objective of the Policy is the systematic integration of sustainability and social responsibility principles into the Group’s business activities, with a particular emphasis on responsible business conduct and the management of related risks and impacts.

The policy applies to all employees of the Group, its trainees, contractors, and subcontractors, as well as all its subsidiaries, provided they do not have their own ESG policy. The policy is also applicable, insofar as it is relevant, to joint ventures, temporary joint ventures, and other equivalent associations/partnerships, provided the Group undertakes their management.

The Policy sets out the key commitments, measures, actions and objectives established by the Group in relation to Occupational Health and Safety and the protection of human rights. With regard to Health and Safety, the Group is committed to full compliance with legal and other applicable requirements,

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carries out internal audits, provides appropriate personal and collective protective equipment depending on the nature of the work, and delivers training programmes for personnel and inspectors. At the same time, in relation to human rights, the Group aligns with the fundamental principles of the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work, which include:

▪Respect for freedom of association and the effective recognition of the right to collective bargaining,

▪Elimination of all forms of forced or compulsory labour,

▪Non‑participation in any form of child labour,

▪Elimination of discrimination in employment.

The Senior Management is responsible for communicating policies and measures throughout the Group and ensuring the necessary resources to support their implementation. It also takes into account all significant changes in the Group, the needs of stakeholders, applicable legislation, and the business environment to set measurable indicators and goals.

The Senior Management reviews the goals and the policy annually, or as needed, to ensure continuous improvement of the Group's performance. The Director of Sustainable Development and CSR, in collaboration with relevant departments and divisions, oversees the implementation and monitoring of the policy. Meanwhile, the Human Resources Division ensures that all staff receive appropriate training to maintain awareness and vigilance regarding all aspects of Human Rights in the workplace.

Occupational Health and Safety Management System

GEK TERNA Group recognises Occupational Health and Safety as a fundamental priority and is committed to the continuous improvement of health and safety conditions in the workplace, as well as to safeguarding the right of employees and subcontractors working at its facilities to perform their duties in an environment that does not expose them to risks that could lead to injury or occupational disease.

Through the Health and Safety System, certified according to ISO 45001:2018 standards, the Group aims to prevent and mitigate unsafe situations and incidents that could result in accidents. The Health and Safety Management System includes the monitoring, evaluation, and enhancement of health and safety protocols and actions, while also incorporating best practices and operational procedures to improve safety conditions. To proactively prevent and minimize risks, the Group employs a systematic approach to identify, classify, and manage potential occupational hazards and prevent injuries and illnesses.

Recognizing the importance of health and safety in business operations, the Group promotes a culture of continuous improvement and adherence to the highest standards. In business partnerships, the Group ensures that contracts include terms for compliance with national health and safety legislation. These contracts are subject to regular audits to ensure the continuous integration of the latest regulatory changes and best practices. Every partner and subcontractor is required to follow the Group's policies, procedures, and work standards, focusing on accident prevention and ensuring a safe working environment.

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In cases where partners or subcontractors fail to meet these commitments, the Group does not hesitate to implement disciplinary measures under a three‐strike rule, which may lead to the termination of partnerships and the pursuit of alternative collaborators who meet the specifications. This approach ensures that health and safety remain top priorities across all business activities.

3.1.2.2Processes for engaging with own workers and workers' representatives about impacts [S1-2]

GEK TERNA Group fulfilling its social role, seeks to safeguard the wellbeing of its people. To this end, it actively supports the maintenance of ongoing and two‑way dialogue with its entire workforce. Through this dialogue, the Group reaffirms its commitment to responsible business conduct, addressing in a timely and meaningful manner challenges related to work and employment conditions.

The Group ensures effective communication with employees, utilizing various channels. The frequency of communication is adjusted according to issues arising, with at least one communication occurring annually. Examples of communication channels include employee surveys, regular meetings and updates, notice boards, the Group's website, and social media platforms. The Group has adopted an "open door policy," promoting transparency and trust within the organization. Specifically, managers and directors are available to listen and discuss any concerns or issues employees may have. This policy encourages open communication, improves employee morale, resolves problems more quickly, and fosters a more collaborative work environment.

Communication with employees is crucial for identifying key issues affecting them that may impact the Group's seamless operation. Employees’ views are taken into account in the decision‑making process with a view to the effective management of actual and potential impacts. Within this context, the Group leverages the Double Materiality Assessment, which is conducted on an annual basis and enables the identification of priorities and a deeper understanding of workforce concerns. This process supports the integration of employees’ expectations into decision‑making and facilitates the more targeted development of policies, actions and objectives.

The Group assesses the effectiveness of engagement with its workforce through a combined approach that includes regular performance reviews, structured employee feedback and monitoring of progress against operational objectives. Where necessary, review meetings are held with individual teams to capture employees’ needs and proposals and to ensure their timely incorporation into improvement initiatives. Any subsequent decisions, such as the revision of objectives, adjustment of priorities or development of new training programmes, are based on the findings of these assessments, with the aim of enhancing both employee efficiency and satisfaction.

Ultimately, the Group strengthens the sense of collaboration and participation through systematic communication and training aimed at promoting the fundamental principles of the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work. In this context, employees are encouraged to communicate their views, concerns and potential improvement proposals on relevant issues, fostering a culture of transparency and trust. Open and honest exchange of ideas and views between Management and employees further reinforces this culture. In addition, members of Senior Management participate in collective bodies related to the Group’s activities, such as the Panhellenic Association of Technical Companies (SATE) and the Association of Technical Companies of Higher Classes (STEAT), with the objective of exchanging views, upgrading collective agreements and improving cooperation practices and frameworks within the sector. These initiatives contribute to the alignment of priorities and to the overall strengthening of the sector, while at the

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same time reinforcing employee engagement and supporting the continuous adaptation of the Group’s practices to their needs and expectations.

3.1.2.3Processes to remediate negative impacts and channels for own workers to raise concerns [S1-3]

In the event of negative impacts on employees, the GEK TERNA Group ensures that appropriate investigation and corrective mechanisms are activated in a timely manner. To this end, the Group makes use of its grievance mechanism, the Reporting Policy and the Code of Conduct, in order to take suitable remedial measures and/or actions aimed at preventing recurrence.

The Group encourages all stakeholders, including employees, to report any potential or actual cases related to unethical behavior or violations of human or labor rights, such as discrimination, harassment, or bullying. In this context, distinct reporting channels have been established, which include communication via its website, a telephone hotline, email, as well as direct communication with the Reporting and Monitoring Officer for submitting relevant concerns and/or reports.

The grievance mechanism provides employees with a safe and confidential channel for reporting policy violations or concerns related to ethics and compliance in the workplace. The Group informs employees about the existence of this mechanism through internal communication channels, while detailed information on how to submit concerns is also available on its website. Employees are expected to contribute to maintaining a safe and inclusive working environment and are encouraged to raise concerns relating to ethical, legal or regulatory matters. The Whistleblowing Policy ensures that employees and third parties can report misconduct without fear of retaliation, thereby strengthening trust and providing protection to whistleblowers.

The Compliance Officer, responsible for receiving and monitoring reports, provides clear guidance on the submission of reports, receives and acknowledges each report, and carries out an initial assessment. The Officer is also responsible for designating the appropriate unit or individual to handle the report, ensuring the confidentiality of the person's identity and any third parties mentioned. In addition, the Officer monitors the investigation progress, maintains regular communication with the reporting party, and ensures feedback is provided within a reasonable timeframe.

Specifically with regard to Occupational Health and Safety matters, additional communication channels (e‑mail, online platform and written submissions) are available, allowing employees and other stakeholders to submit information, either anonymously or on a named basis, concerning H&S issues. During the annual review, the Group's Management is informed of relevant issues to plan targeted actions.

Senior Management is responsible for ensuring the development and implementation of a comprehensive framework to promote ethical behavior and transparency within the organization. This commitment extends beyond the establishment of policies to their active integration into daily operations, fostering a culture of transparency and open dialogue in which concerns can be raised without fear of retaliation. To further support this culture, the Group implements training and awareness‑raising programmes for all employees, emphasising the importance of reporting lines and grievance mechanisms and providing practical guidance and examples on how to identify and report potential violations.

In parallel, all relevant policies and procedures that include guidance on reporting unlawful or unethical conduct are readily available on a shared electronic platform, providing easy access for all

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employees and ensuring that they always have the necessary tools and information to support appropriate workplace practices. Through this platform, mandatory training sessions are regularly delivered with the aim of maintaining continuous awareness across the workforce. The digital accessibility of information enhances ease of communication and compliance with corporate policies, while also offering employees a reliable means of reporting concerns.

Furthermore, the Group conducts regular assessments to determine employees’ level of awareness regarding these procedures and their confidence in their effectiveness. These assessments include, among other elements, discussions with employees to capture their experiences and identify areas for improvement. Based on the findings, the Group undertakes targeted actions to strengthen and enhance the mechanisms in place, ensuring that reporting channels remain functional, reliable and effective.

Additional information regarding the Whistleblowing Policy and the Code of Conduct has been disclosed in accordance with ESRS G1-1 Business conduct policies and corporate culture.

3.1.2.4Taking action on material impacts related to own workforce [S1-4]

GEK TERNA Group takes into account the material impacts, risks, and opportunities related to own workforce to appropriately develop comprehensive action plans for their effective management30.

Specifically, the Group undertakes a series of actions to prevent and manage impacts concerning workforce‐related issues on an annual basis. These actions, initiatives, and measures primarily target the Group's internal human resources and, where applicable, extend to employees within the value chain.

For the topics identified as material for 2025, GEK TERNA Group has implemented the following:

Equal treatment and opportunities for all

▪Implementing policies that ensure equal opportunities, emphasizing meritocratic criteria such as employee value, integrity, performance, and qualifications.

▪Enforcing the Code of Ethics and Conduct to prevent discrimination, with special attention to protecting vulnerable groups and minorities.

▪Continuously recording and monitoring the distribution of women by geographic area, age, and employment level.

▪Ongoing review of existing human resources policies, with a view to developing new policies, where deemed necessary, in order to further strengthen equality in the workplace.

▪Operating a grievance mechanism for reporting concerns related to human rights, discrimination, violence, and harassment.

▪Providing training on human rights and new legislative developments related to these topics for the entire workforce.

In cases where human rights violations are identified, investigations are conducted based on relevant reports, as outlined in the Whistleblowing Policy. The investigation results and recommended actions

30 These action plans are disclosed in alignment with the minimum requirements of ESRS 2 (MDR‐A).

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are promptly submitted to the Board of Directors. Based on the report evaluations, the Group undertakes all necessary legal actions prescribed by the regulatory framework and Employment Regulations, such as terminating collaborations, imposing fines or penalties, and activating civil and criminal procedures to support employees facing discrimination or harassment.

It is worth noting that during the reporting year, training sessions were carried out to inform employees about the grievance mechanism and the types of incidents that constitute human rights violations, with the aim of raising awareness and encouraging employees to report such cases. The costs associated with initiatives aimed at promoting equal treatment and equal opportunities are covered internally by the Group and include, among other things, the cost of training programs. With respect to the operation of the reporting mechanism and the implementation of related policies, no additional cost arises, as these activities fall within the responsibilities of designated employees. The implementation of these actions does not depend on external funding sources.

Working conditions

▪Implementing a Health and Safety Management System certified according to ISO 45001 standards.

▪Providing Safety Technicians and occupational doctors at all workplaces and construction sites, as required by law.

▪Developing and implementing emergency plans and conducting related drills.

▪Prohibiting work execution without the necessary equipment, qualifications, or appropriate training.

▪Offering training in health and safety topics and first aid provision.

▪Ensuring the suitability of buildings, infrastructure, and equipment.

▪Conducting continuous safety inspections of equipment and more specifically:

i.Maintaining a record of all equipment used at each construction site, including machinery, electrical tools, scaffolding, and personal and collective protective equipment (PPE).

ii.Determining inspection frequency based on equipment type and manufacturer recommendations, with inspections conducted daily, weekly, monthly, or annually as appropriate.

iii.Preparing a comprehensive checklist covering all critical safety aspects of the equipment.

iv.Ensuring that individuals responsible for inspections are adequately trained and informed about the equipment being inspected and familiar with manufacturer instructions and relevant safety regulations.

v.Documenting inspection results, noting any issues or deficiencies identified. This documentation is essential for monitoring maintenance and repair needs, as well as compliance purposes. If safety issues or deficiencies are identified during inspection, immediate corrective actions are taken, which may include repairing or replacing faulty equipment, scheduling maintenance, or conducting additional employee training.

vi.Keeping a record of all inspections, including inspection dates, findings, and actions taken. This documentation serves as a reference point for future inspections.

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The Group records and monitors accidents as presented in chapter "S1‐14" and as described above, implements a series of actions annually for the prevention, collaboration, and support of employees (inspections, maintenance, repair of facilities, implementation of countermeasures/ remediation). The amount of existing financial resources allocated for health and safety purposes is covered by the Group. Additionally, to further support and enhance employees, training sessions are conducted to develop theoretical and technical skills with an emphasis on New Technologies and Soft Skills.

Through these actions, the Group strengthens the commitment to providing a safe environment, aiming to ensure working relationships that enhance equality, mutual trust, constructive collaboration, two‐way communication, and recognition.

Tracking and assessing the effectiveness of actions/measures

The Group's vision is to ensure that all the above actions and initiatives have a meaningful and positive impact on its employees, contributing to their well‐being and development. Recognizing the importance of sustainability and social responsibility, the Group has integrated the ESG (Environment, Society, and Corporate Governance) Policy as a central pillar of corporate strategy.

Through this policy, the Group has set ambitious and specific goals concerning the protection of human rights, ensuring every employee is treated with respect and equality. It also places particular emphasis on employee health and safety, creating a safe and supportive work environment. These actions aim not only to comply with international standards but also to exceed them, aiming to create a framework that inspires and empowers the people. These goals will be further analyzed in the next section, offering a clear picture of the Group's commitment to a sustainable future. The achievement of these goals, as well as the monitoring of Key Performance Indicators (KPIs), as presented in the subsequent sections, contribute to tracking the Group's progress and ensuring the effectiveness of implemented actions.

These actions and initiatives are implemented by the Human Resources Division and the Health, Safety, and Environment Division, respectively, while the Group's Management monitors and evaluates their effectiveness to ensure positive outcomes. Specifically, to monitor the implementation of actions regarding equal treatment/equal opportunity issues, there is coordinated action of organizational units to process data collected from reporting mechanisms and undertake related corrective actions, including additional training/awareness initiatives.

In addition, to effectively monitor Health and Safety actions, the Group conducts regular internal and external inspections. These inspections assess the effectiveness of the implemented measures and ensure that procedures are continuously reviewed and improved as needed. The review may include updating the checklist, conducting additional training, or implementing additional safety measures. The inspection process provides the necessary information through which appropriate measures are identified to address existing or potential impacts on the Group's workforce.

Procedures for addressing impacts

The Group has established specific procedures to address actual or potential negative impacts on workforce, as outlined in the measures taken regarding working conditions and the safeguarding of equal treatment and equal opportunities for all. In summary, as mentioned above, the Group has adopted policies that encourage respect for and protection of minority and women's rights, thus reducing the likelihood of discrimination. Additionally, a grievance mechanism has been established, allowing employees to report issues and seek redress, assisting in identifying and addressing negative

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impacts. Simultaneously, the Group ensures a work environment that complies with international health and safety and road safety standards (ISO 45001 & 39001), reducing the likelihood of accidents and improving employee well‐being. Finally, regular equipment inspections are conducted with immediate resolution of issues, ensuring equipment safety and suitability. Through these procedures, the Group is capable of identifying and implementing necessary and appropriate measures to protect the workforce from negative impacts.

Ensuring proper practices to avoid/ contribute to negative impacts

The Group is committed to ensuring that its practices do not cause or contribute to significant negative impacts on its workforce. This is achieved through implementing a series of measures and applying policies across all business activities, including procurement, sales, and data usage.

Procurement Practices

▪Implementing strict supplier selection criteria to ensure collaboration with those who uphold high ethical and social responsibility standards.

▪Conducting regular compliance audits to ensure suppliers are not involved in harmful practices against employees.

Data usage

▪Implementing strict data protection policies to ensure employee data privacy and security.

▪Continuously monitoring and reviewing data management practices to prevent breaches and misuse.

Tension and Business Pressure Management

▪In cases of tension arising from preventing or reducing negative impacts, a dialogue and collaboration approach with all involved parties is adopted.

▪Developing initiatives to reduce business pressures that may negatively affect employees.

Through these initiatives, the Group ensures that the practices align with the core values, actively contributing to the protection and well‐being of workforce. By maintaining a steadfast commitment to high ethical standards and social responsibility, the Group fosters a supportive work environment and promotes holistic development and satisfaction.

3.1.3Metrics and targets

3.1.3.1Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities [S1-5]

The Group aims to promote equal treatment and equal opportunities, as well as to safeguard the Health and Safety of all its employees. The Group acknowledges its responsibility to protect human and labour rights and is committed to the continuous improvement of the working environment, with a particular emphasis on Health and Safety across all workplaces as a primary business objective. Through these efforts, the Group aims to create an environment where every employee feels safe, respected, and valued, with goals that encompass the entire workforce.

Regarding fair treatment, the Group’s ESG Policy sets out two key objectives for the protection of human rights, which are monitored on an annual basis:

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▪Zero incidents of human rights violations.

▪Training of 100% of the Group's employees on human rights issues.

Additionally, for workplace health and safety, the following key objectives have been set and monitored annually:

▪Maintain zero fatal accidents (baseline year 2022).

▪Deliver introductory health and safety training to 100% of involved employees before the commencement of construction projects, and/or the operation and maintenance of facilities.

▪Provide specialized health and safety training tailored to the specific roles of employees involved in construction projects, and/or the operation and maintenance of facilities.

▪Conduct at least one compliance inspection on health and safety per year per facility.

▪Achieve ISO 45001:2018 certification for 70% of facilities by 2030.

The goal-setting process is based on feedback from employees identifying their needs and expectations through consultation processes. Best practices in the industry and legal requirements were also considered. The Group monitors the achievement of these goals annually and takes corrective measures when necessary. In support of the achievement of these targets, targeted training programmes are delivered, while inspections are carried out to ensure appropriate Occupational Health and Safety conditions.

In the near future, the Group plans to develop a specific strategy and action plan to quantify goals and set new objectives for managing identified impacts with a clear implementation timeline for each target. Simultaneously, the Group systematically evaluates the effectiveness of policies and initiatives to ensure that it meets the annual targets outlined above and remains aligned with its long‐term objectives. By tracking specific indicators, as presented in the following sections, the Group can recognize its progress towards achieving its goals and identify areas for improvement. Specific indicators monitored by the Group to evaluate its progress include:

▪Incidents of human rights violations.

▪Percentage of the Group's employees trained in human rights issues.

▪Number of fatal accidents.

▪Percentage of employees who received introductory health and safety training before starting construction projects, and/or the operation and maintenance of facilities.

▪Number of specialized health and safety training sessions tailored to specific employee roles in construction projects, and/or the operation and maintenance of facilities.

▪Number of health and safety compliance inspections per year per facility.

▪Percentage of facilities with ISO 45001:2018 certification.

The baseline period for measuring progress is 2024, based on the ESG policy, unless otherwise specified for each goal.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

182

3.1.3.2Characteristics of company employees [S1-6]

The workforce is the driving force of GEK TERNA Group, playing a crucial role in achieving strategic goals and enhancing competitiveness. The Group systematically monitors and records employee‐related data on an annual basis

On 31.12.2025, the Group directly employed 6,149 employees. Female representation accounts for 21.8% of the total number of employees.

The table below presents the total number of employees for the following categories by gender, calculated using the Headcount method.

GEK TERNA Group	31.12.2025							31.12.2024
	Male	Female	Other31	Not reported		Total	Male		Female		Other		Not reported			Total
Total number of permanent employees	3,974	1,090	0		0	5,064		3,452		1.029		0		0	4,481
Total number of temporary employees	53	8	0		0	61		84		40		0		0	124
Total number of non‐guaranteed hours employees	0	0	0		0	0		3		1		0		0	4
Freelancers32	784	240	0		0	1,024		634		180		0		0	814
Total number of employees	4,811	1,338	0		0	6,149		4,170		1,249		0		0	5,419
Total number of full‐time employees	4,798	1,314	0		0	6,112		4,145		1,214		0		0	5,359
Total number of part-time employees	13	24	0		0	37		22		34		0		0	56

31 Gender as self‑identified by the employees themselves. This disclosure applies to all tables presenting workforce data.

32 GEK TERNA Group has identified self‑employed professionals as falling within category S1‑6 (Employees), taking into account that they constitute a significant proportion of the Group’s total workforce.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

183

The following presents the distribution of employees in the countries where the Group operates. The countries included in the table have more than 50 employees, or the percentage of employees corresponds to at least 10% of the total number of employees33.

Greece	31.12.2025					31.12.2024
Greece	Male	Female	Other	Not reported	Total	Male	Female	Other	Not reported	Total
Total number of permanent employees	3,752	1,057	0	0	4,809	3,258	995	0	0	4,253
Total number of temporary employees	53	8	0	0	61	80	38	0	0	118
Total number of non‐guaranteed hours employees	0	0	0	0	0	3	1	0	0	4
Freelancers	782	240	0	0	1,022	634	180	0	0	814
Total number of employees	4,587	1,305	0	0	5,892	3,972	1,213	0	0	5,185
Total number of full‐time employees	4,580	1,284	0	0	5,864	3,954	1,181	0	0	5,135
Total number of part-time employees	7	21	0	0	28	15	31	0	0	46

33 The employee count for countries with either fewer than 50 employees or where employees make up less than 10% of the total workforce is as follows: Albania (7), North Macedonia (1), Bulgaria (183), United Arab Emirates (3), Iraq (1), Qatar (5), Cyprus (37), Bahrain (13), Romania (1), Saudi Arabia (1), Serbia (5).

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

184

Out of the Group’s total workforce, employees who exited during the reporting period amounted to 890, with the employee turnover rate standing at 14.5%. The table below presents the total number of employees who left the Group during the reporting period, as well as the corresponding turnover rate for that period.

	31.12.2025						31.12.2024
Employee turnover34	Unit	Male	Female	Other	Not reported	Total	Unit	Male	Female	Other	Not reported
Total number of employees who have left the company during the reporting period	Number	719	171	0	0	890	754	170	0	0	924
Total number of employees	Number	4,811	1,338	0	0	6,149	4,170	1,249	0	0	5,419
Rate of employee turnover	%	14.9	12.8	-	-	14.5	18.1	13.6	-	-	17.1
Employee voluntary turnover rate	%	7.9	6.4	-	-	7.6	13.2	11.4	-	-	12.8
Employee involuntary turnover rate	%	7.0	6.4	-	-	6.9	4.9	2.2	-	-	4.2

To calculate employee turnover, the sum of the number of employees who voluntarily leave or depart due to dismissal, retirement, or death while in service is determined. This sum is used as the numerator of the employee turnover rate, while the denominator is the total number of employees at the end of the reporting period.

34 GRI [ 401-1-b]

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

185

3.1.3.3Characteristics of non-employee workers in the company’s own workforce [S1-7]

GEK TERNA Group employs non‐employees supplied by third‐party companies35.

	31.12.2025					31.12.2024
	Male	Female	Other	Not reported	Total	Male	Female	Other	Not reported	Total
Total number of employees	168	377	0	0	545	305	379	0	0	684

35 Includes employees who are hired through a third-party employment agency, which serves as their direct employer.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

186

3.1.3.4Collective bargaining coverage and social dialogue [S1-8]

The Group maintains a policy of direct communication with employees and the trade unions they participate in. The largest union is recognized as the official body for negotiating labor issues with the Board. The Board actively collaborates with unions by supporting scheduled meetings and promoting open dialogue to monitor developments in the work environment.

100% of the Group employees are subject to collective bargaining agreements, with all contracts adhering to legal requirements both in Greece and abroad. These collective agreements address various issues, including health and safety, compensation, working hours, training, professional development, equal opportunities, leave/sick days, and insurance.

According to the Group's internal policies, employee participation in trade unions is a constitutional right exercised within the framework of applicable laws. Legal union activities do not affect workers' employment status or career progression in any way. Employees can access information about their union rights and union activities through various communication channels provided by their union, such as websites, emails, announcements, labor rights guides, and the codification of collective agreements.

Social dialogue
The Group	Unit	31.12.2025		31.12.2024
Number of employees working in establishments with workers’ representatives	Number		412		164
Total number of employees	Number		6,149		5,419
Percentage of employees working in establishments with workers’ representatives (%)	%		7		3

The tables below provide an overview of the Group's collective bargaining agreement coverage, both at the Group level and by country, specifically for locations with more than 50 employees or where the employee count represents at least 10% of the Group's total workforce.

Collective bargaining agreements
The Group	Unit	31.12.2025	31.12.2024
Number of employees covered by collective bargaining agreements	Number	6,149	5,419
Total number of employees	Number	6,149	5,419
Percentage of employees covered by collective bargaining agreements (%)	%	100	100

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

187

Collective bargaining agreements
Greece	Unit	31.12.2025	31.12.2024
Number of employees covered by collective bargaining agreements	Number	5,892	5,185
Total number of employees	Number	5,892	5,185
Percentage of employees covered by collective bargaining agreements (%)	%	100	100

3.1.3.5Diversity metrics [S1-9]

Promoting equal opportunities constitutes a fundamental principle for the Group, which ensures fair access to Senior Management positions, an equitable and transparent remuneration framework, and performance evaluations based on objective and merit‑based criteria. At the same time, the Group actively supports respect for workforce diversity and fosters gender equality across all levels of employment.

GEK TERNA Group's commitment to equality and non‐discrimination is a fundamental value embedded in its philosophy and strategy. Specifically, the Group's strategies and goals include:

▪Balanced representation of all genders across all employment levels.

▪Efforts to increase the presence of women in the Group's businesses at all levels.

▪Continuous recording and monitoring of the distribution of women by geographic area, age, and employment level.

All of the above are reflected in the Recruitment Policy, which guarantees fair treatment for all employees, regardless of age or gender.

The percentage of female representation at the senior management level is presented in the following tables.

	Gender distribution at top management level
	The Group	Unit	Male	Female	Other	Not reported	Total
2025	Number of employees at senior management level	Number	39	10	0	0	49
2025	Percentage of employees at senior management level	%	79.6	20.4	0	0

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

188

2024	Number of employees at senior management level	Number	42	19	0	0	61
2024	Percentage of employees at senior management level	%	69	31	0	0

In the table below, the distribution of employees per age group is presented including the following categories: under 30 years old, 30‐50 years old, over 50 years old.

	Total number of employees per age group
	The Group	Unit	Under 30 years old	30-50 years old	Over 50 years old	Total
2025	Number of employees during the reporting period	Number	582	3,376	2,191	6,149
2025	Percentage of employees per age group	%	9.5	54.9	35.6
2024	Number of employees during the reporting period	Number	498	3,107	1,814	5,419
2024	Percentage of employees per age group	%	9.2	57.3	33.5

3.1.3.6Adequate wages [S1-10]

The Group is committed to offering fair remuneration and benefits, ensuring decent living conditions for all employees. The remuneration and benefits framework is designed based on objective criteria and evaluation indicators, taking into account the responsibilities and competencies of each position, as well as the educational background, experience, skills, and ability to implement the objectives of each employee.

The Group compensates employees, taking into consideration market trends and implements impartial and transparent processes as outlined in the Recruitment Policy. Moreover, the Group provides additional benefits where necessary, depending on the requirements and needs of each job position. All employees of the Group, both salaried and non‐salaried, are compensated with wages that meet the adequate salary levels as stipulated by applicable legislation.

GEK TERNA Group has adopted a Remuneration Policy defining the rules for the remuneration of Board of Directors members and General Directors or Senior Executives, ensuring transparency and integrity.

The guiding principles of the Remuneration Policy are as follows:

▪Transparency

	Gender distribution at top management level
	The Group	Unit	Male	Female	Other	Not reported	Total

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

189

▪Compliance

▪Competitiveness

▪Group and Shareholder’s Interests

▪Meritocracy

The Remuneration Committee is responsible for the development and implementation of the Remuneration Policy concerning the Board of Directors members and the Top Management Executives of GEK TERNA Group.

3.1.3.7People with disabilities [S1-12]

The Group actively promotes equality and combats all forms of discrimination in the workplace, upholding its commitment to equal opportunities and fair treatment for all employees, as also reflected in the Recruitment Policy.

Regarding the employment rate of individuals with disabilities, the Group is currently in the process of collecting the necessary data to ensure the reliable disclosure of this indicator. This effort is carried out with full respect for the applicable legal framework on personal data protection, ensuring that the recording of the level of inclusion of persons with disabilities is conducted with accuracy and in full regulatory compliance.

3.1.3.8Training and skills development metrics [S1-13]

Employee training and skills development are fundamental priorities for the Group. These initiatives boost productivity, foster innovation, and support the achievement of strategic goals, all while maintaining a competitive and modern work environment. The Group is committed to the continuous development of employees through an annual training program, aiming to enhance employees’ professional skills and competencies needed to meet current and future business challenges, while also fostering their personal growth.

The Group's Training Policy serves as a guiding framework for all employees outlining internal processes related to workforce education and the transfer of knowledge and experience, with a focus on areas such as internal audit, risk management, regulatory compliance, information systems, information security, and data protection. The preparation of the Annual Training Plan is set out and described in detail in the Training Policy.

The Group’s training plan includes the following activities:

▪In‐house training programs

▪Inter‐company programs provided by external organizations

▪Participation in conferences, workshops, lectures, and exhibitions

▪Professional certification courses

▪Language classes

▪Sponsorship for postgraduate studies

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

190

In line with digital transformation, the Group has established a central digital Learning Management System (LMS ‐ Knowledge Center) for all its companies, offering a unified, interactive, and modern learning environment. This platform provides employees with comprehensive educational experience using innovative e‐learning technologies.

Equal access to learning and development opportunities constitutes a core principle for the Group, which ensures that all training initiatives are available to the entire workforce, without exclusion. At the same time, the Group applies clear and transparent procedures for the planning, implementation and evaluation of training programmes. The Human Resources Department works closely with all Divisions, departments, construction sites and facilities of the Group in order to design a training plan that effectively addresses the specific needs and challenges of each area of activity.

Moreover, due to the nature of its activities, the Group systematically invests in fostering a strong corporate culture that promotes environmental awareness and enhances environmental responsibility. Aiming to reduce its environmental footprint, the Group implements initiatives to decrease resource consumption, promote sustainable practices, and raise awareness among its employees and partners, thus contributing to a more sustainable future for society and the planet. Project environmental managers or the Health, Safety, and Environment Division organize annual training sessions ensuring employee awareness and ongoing development.

Τhe total expenditure for employee training amounted to 294,540 euros.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

191

Training in numbers

The average number of training hours per employee and by gender is presented below36.

			Administrative Staff				Technicians				Workers - Others				The Group
	Indicators	Unit	Male	Female	Other	Not reported	Male	Female	Other	Not reported	Male	Female	Other	Not reported	Total
2025	Total number of training hours	Hours	7,293.5	7,304.6	0	0	2,929.5	802.8	0	0	8,338.3	848.8	0	0	27,610.3
	Total number of employees	Number	869	935	0	0	2,182	240	0	0	1,741	133	0	0	6,149
	Average number of training hours	Number	8.4	7.8	0	0	1.3	3.3	0	0	4.8	6.4	0	0	4.537
2024	Total number of training hours	Hours	11,028	12,046	0	0	6,497	457	0	0	3,348	254	0	0	33,630
	Total number of employees	Number	754	866	0	0	957	204	0	0	2,459	179	0	0	5,419
	Average number of training hours	Number	14.6	13.9	-	-	6.8	2.2	-	-	1.4	1.4	-	-	6.2

36 GRI [404-1]

37 The average training hours amounted to 6.8 for women and 3.86 for men, with the overall average at Group level standing at 4.5 hours per employee.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

192

				Top management					Rest of employees					The Group
	Indicators	Unit		Male	Female	Other	Not reported	Total	Unit	Male	Female	Other	Not reported	Total
2025	Total number of training hours		Hours	93.0	0.0	0	0	93.0	18,561.2	8,956.1	0	0	27,517.3	27,610.3
	Total number of employees		Number	39	10	0	0	66	4,776	1,307	0	0	6,083	6,249
	Average number of training hours		Number	2.4	0.0	-	-	1.9	3.9	6.9	-	-	4.5	4.5
2024	Total number of training hours		Hours	894	494	0	0	1,388	19,979	12,263	0	0	32,243	33,630
	Total number of employees		Number	46	9	0	0	55	4,124	1,240	0	0	5,364	5,419
	Average number of training hours		Number	19.4	54.8	-	-	25.2	4.8	9.9	-	-	6.0	6.2

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

193

In line with the Group's philosophy, the evaluation of its human resources is a continuous process that ensures effective collaboration and collective progress. The Group implements a performance evaluation system within each subsidiary, tailored to the specific sector. This system covers all employees and focuses on highlighting both the opportunities and challenges faced by each employee, with the goal of fostering further development and growth.

The criteria for measuring performance and the method for providing feedback are structured based on meritocracy and transparency. Employees have regular meetings with their direct supervisors, during which they have the opportunity to discuss questions, concerns, and make suggestions for new initiatives related to their professional performance.

3.1.3.9Health and safety metrics [S1-14]

GEK TERNA Group has implemented a comprehensive Occupational Health and Safety Management System that fully complies with all applicable legal, national, European, and international requirements. This system encompasses all of the Group's personnel, including subcontractors, and is applied across all business sectors. The Group offers comprehensive health insurance programs that cover chronic conditions for employees. These programs ensure that employees have access to high‐quality healthcare and the necessary support, thereby enhancing their well‐being and safety in the workplace.

The following tables provide additional information regarding the health and safety of the Group's workforce.

Health and safety management system38
The Group	Unit	31.12.2025	31.12.2024
Number of people in its own workforce who are covered by the company’s health and safety management system	Number	13,814	8,716
Total number of employees in its own workforce	Number	14,094	9,399
Ratio	%	98.0	100

38 The number of employees presented, includes the total number of employees (Table S1‑6), non‑employees (Table S1‑7), as well as workers who are not employees but whose work and/or workplace is controlled by the organisation (number of subcontractors).

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

194

GEK TERNA Group 2025	Unit	Employees39	Other employees working at the Group's facilities40	Employees	Other employees working at the Group's facilities
Number of fatalities as a result of work‐related injuries and work‐related ill health	Number	0	0	0	0
Number of recordable work‐related accidents	Number	123	32	76	25
Number of total hours worked	Hours	11,920,051	9,707,499	10,540,350	7,381,309
Rate of recordable work‐related accidents	%	10.3	3.3	7.2	3.4
Number of cases of recordable work‐related ill health, subject to legal restrictions on the collection of data	Number	0	0	0	0
Number of days lost to work‐related injuries and fatalities from work‐related accidents, work‐related ill health and fatalities from ill health	Number	1,202	416	778	349
Accident frequency rate41	Number	2.06	0.66	1.4	0.68
Accident severity rate	Number	20.2	8.6	14.8	9.5

39 Includes the Group’s employees as presented in S1‑6 data, as well as non‑employees as presented in S1‑7 data.

40 Refers to the workers who are not employees but whose work and/or workplace is controlled by the organization (i.e., trainees, subcontractors insured by the Group (Other workers).

41 Based on the ATHEX SS‑S6 indicator methodology: Health and safety performance, using the factor of 200,000, which represents the number of hours worked by 100 full‑time employees, 40 hours per week for 50 weeks per year.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

195

3.1.3.10Work-life balance metrics [S1-15]

GEK TERNA Group is committed to supporting and improving employees' work‐life balance.

The following table presents the percentage of employees who took leave for family‑related reasons42 during 2025, as all employees of the Group are entitled to family‑related leave.

Percentage of employees entitled to take family-related leave
The Group	Unit	31.12.2025	31.12.2024
Number of employees entitled to take family-related leave
Male	Number	4,623	724
Female	Number	1,276	463
Total	Number	5,899	1,187
Percentage of employees entitled to take family-related leave
Male	Number	96.1	17.4
Female	Number	95.4	37.1
Total	Number	95.9	21.9
Number of entitled employees that took family-related leave
Male	%	345	111
Female	%	174	124
Total	%	519	235
Percentage of entitled employees that took family-related leave
Male	%	7.5	15.3
Female	%	13.6	26.8
Total	%	8.8	19.8

42 Family‑related leave, as defined by national labour legislation, including indicative examples such as maternity leave, paternity leave, parental leave and carers’ leave.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

196

3.1.3.11Remuneration metrics (pay gap and total remuneration) [S1-16]

The Group's approach related to compensation management promotes transparency in pay and gender equality, fostering a fair and inclusive work environment. Specifically, a compensation framework has been adopted for all positions and roles, linking compensation to each employee's skills and role responsibilities.

The table below presents the gender pay gap and the ratio of the annual total compensation for the highest‐paid individual compared to the median annual total compensation for all employees (excluding the highest‐paid individual).

Remuneration metrics
The Group	Unit	2025	2024
Gender pay gap	%	20.1	15.1
Annual total remuneration ratio of the highest paid individual to the median annual total remuneration for all employees	Number	22.6	32.043

The gender pay gap, defined as the difference of average pay levels between female and male employees, expressed as percentage of the average pay level of male employees.

3.1.3.12Incidents, complaints and severe human rights impacts [S1-17]

The Group places significant emphasis on human rights concerning its workforce, as well as on any related incidents. As a result, the Group takes action to record relevant incidents, reports, and imposed financial penalties, monitoring overall performance and implementing corrective measures to address related issues.

Incidents, complaints and severe human rights impacts
The Group	Unit	2025	2024
Total number of incidents of discrimination, including harassment, reported in the reporting period	Number	13	12
Number of complaints filed through channels for people in the company’s own workforce to raise concerns (including grievance mechanisms) and, where applicable, to the National Contact Points for OECD Multinational Enterprises related to the matters defined	Number	13	12
Total amount of fines, penalties, and compensation for damages as a result of the incidents and complaints disclosed	Monetary amount	0	0

43 The indicator “Annual total remuneration ratio of the highest paid individual to the median annual total remuneration for all employees ” for 2024 was reassessed so that the remuneration of the Chief Executive Officer of the GEK TERNA Group is used as the reference value.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

197

Incidents, complaints and severe human rights impacts
The Group	Unit	2025	2024
Number of severe human rights incidents	Number	0	0
Number of severe human rights incidents which are cases of non‐respect of the UN Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental Principles and Rights at Work or OECD Guidelines for Multinational Enterprises	Number	0	0
Total amount of fines, penalties and compensation for damages for the incidents disclosed	Monetary amount	0	0

3.2Workers in the value chain [ESRS S2]

3.2.1Strategy

3.2.1.1Material impacts, risks and opportunities and their interaction with strategy and business model [ESRS 2 SBM-3]

GEK TERNA Group recognizes workers in its value chain as a key stakeholder group that both affects and is affected—directly or indirectly—by its business activities. Specifically, the capabilities, expertise and efficiency of value chain workers determine the quality, speed and effectiveness of Group projects’ execution, thereby affecting the ability to compete in the market and meet contractual obligations.

The working conditions ensured by the Group contribute to the overall performance of the workforce and shape a positive organizational culture that strengthens both reputation and productivity. Consequently, the identified actual and potential impacts and opportunities concerning working conditions are directly linked to the Group’s business model and the corporate strategy. The identification of relevant risks is equally important and is integrated into the decision‑making processes and the business model, since their potential occurrence may lead to legal and financial consequences and negatively affect relationships with the workforce, partners, suppliers and other stakeholders.

In this context, all workers in the value chain who may be significantly affected by the Group’s activities are included in the disclosures under “Workers in the Value Chain”. Specifically, the value chain workforce includes:

▪Employees working at the Group’s facilities who are not part of its own workforce: Subcontractors covered by the Group’s insurance contracts.

▪Employees working for entities in the upstream and downstream value chain: employees of suppliers and service providers, business partners, and employees in waste-management services.

▪Employees engaged in joint ventures or special purpose entities in which GEK TERNA Group participates.

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

198

For the effective management of related matters, the Group considered the involvement of the entire workforce, including those with specific characteristics or working in conditions and activities that may entail heightened health and safety risks.

The Group acknowledges that its operation in multiple geographical regions and markets increases its responsibility to ensure that both its own activities and those across the value chain align with international standards on Human Rights, protection and respect. Consequently, appropriate mechanisms and policies are in place to ensure that the Group is not linked to any activity or region associated with risks of child or forced labor, thereby safeguarding the entire workforce in the value chain.

Through the Double Materiality Assessment, impacts, risks and opportunities associated with ESRS S2 “Workers in the Value Chain”—and specifically the subtopic “Working Conditions”—were identified and assessed. The material impact evaluated as significant for 2025 is presented below, as no other parameters (risks, opportunities or negative impacts) related to the workforce in the value chain were identified as significant for the reporting year.

Impacts

Positive

Actual

Ensuring safe working conditions across the value chain

High standards of health and safety and respect for human rights across the value chain, by requiring suppliers’ compliance with the Procurement Policy, the Human Rights Policy and the Code of Ethics and Conduct

Regarding the positive material impact, the Group consistently prioritizes the continuous improvement of working conditions, aiming to provide a safe and healthy environment for all. In this context, the Group creates jobs that offer decent wages, safe working conditions and an inclusive environment where value chain workers can freely express their concerns and exercise their collective rights, including freedom of association.

This positive impact applies to the entire value chain workforce, including workers employed at Group facilities but not part of its own workforce, those operating within joint ventures or special purpose entities, and workers across upstream and downstream value chain entities.

3.2.2Managing impacts, risks and opportunities

3.2.2.1Policies related to value chain workers [S2-1]

The Group has adopted policies covering the identification, assessment and management of the significant positive impact associated with value chain workers, particularly on matters of Health and Safety44. Ensuring safe working conditions extends beyond the Group’s own workforce to all workers in the value chain, including suppliers and subcontractors.

The Health, Safety and Environment Policy includes value chain workers within its scope and reflects the Group’s commitment to implementing all possible measures to minimize and/or eliminate potential negative consequences. Similarly, the Environmental, Social and Governance (ESG) Policy

44 The policies are disclosed in accordance with the minimum requirements set out by ESRS 2 (MDR‐P).

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

199

outlines the measures, targets and actions related to Health and Safety, including contractors, subcontractors and workers in joint ventures.

In addition, the Group’s commitment to safeguarding human rights, including labor rights, is outlined in the Human Rights Policy, which explicitly recognizes value chain workers (subcontractors) as a stakeholder group within its scope.

Further information about the above policies and how they address human rights and labor-related impacts is provided in section S1 regarding the Group’s own workforce. Accordingly, further information on the Code of Ethics and Conduct, which also covers human rights management, is presented in section G1 relating to business conduct.

The Group has also adopted and implemented the Procurement Policy that defines the fundamental principles for suppliers and partners. This Policy serves as a reference point for the expected professional conduct across all stakeholders collaborating with the Group. It applies to all procurement processes of the Group and its subsidiaries in every operating country and is considered in partnerships and joint ventures.

The purpose of the Policy is to establish clear expectations regarding partner conduct and operations in areas such as respect for human rights, promotion of Health and Safety, elimination of discrimination, freedom of association and the prohibition of forced and child labor. With respect to labor practices, it includes provisions that promote Health and Safety in the workplace, setting as a prerequisite for collaboration that suppliers, partners and subcontractors comply with sustainability and social responsibility principles across the supply chain.

In this context, all Group contracts include mandatory clauses requiring compliance with applicable national Health and Safety legislation, as well as other legal obligations. The Group frequently reviews its contracts with suppliers and partners, considering Health and Safety criteria, and does not hesitate to terminate collaboration if such criteria are not adequately met.

The Policy has been approved and enacted by the Chief Executive Officer of GEK TERNA Group, including any amendments or additions, and is published on the Group’s website. The Group ensures that suppliers, partners and subcontractors meet the required standards, while the responsibility for monitoring and implementation of the Policy is assigned to the Internal Audit Department, in collaboration with the relevant management of each subsidiary.

Monitoring and control mechanisms have been established to enable the Group to verify whether suppliers/partners and subcontractors meet the established requirements and specifications. The Procurement Director, in cooperation with the Compliance Officer, is responsible for overseeing the implementation. The mechanisms that may be used, as applicable, include:

▪Collection and evaluation of Due Diligence Questionnaires

▪Inspections of suppliers and partners.

The Policy is disseminated to all employees and uploaded to the Group’s internal network to ensure unrestricted access, and it is also communicated to all suppliers and partners. All revisions or additions are approved by the Chief Executive Officer and published on the Group’s website.

3.2.2.2Processes for engaging with value chain workers about impacts [S2-2]

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The Group has established specific procedures to promote collaboration with workers in the value chain, aiming to build relationships based on mutual trust. The collaboration is similar to the one described in the section “Processes for engaging with own workers and workers’ representatives about impacts [S1-2]”.

Collaboration involves interaction with a variety of business sectors (such as suppliers of materials, machinery and equipment, energy and fuel providers, water suppliers, insurance companies, etc.), considering the scope of the Group’s activities. Cooperation with these stakeholder groups takes place both directly and indirectly through their legal representatives, ensuring consistency and transparency to effectively address current challenges in the Group’s business activities.

Through active communication, the Group collects data and valuable insights, which are leveraged for the continuous improvement of its practices and strategies, contributing to the development of a more resilient, efficient and market-oriented organization. At the same time, the feedback process on the Group’s sustainability strategy and initiatives is strengthened, at least on an annual basis, through multiple communication channels, such as supplier meetings and audits.

Recognizing the importance of understanding the perspectives of workers belonging to vulnerable groups, dedicated communication channels have been activated, such as anonymous questionnaires and dedicated reporting lines, which allow and facilitate the submission of any concerns or reports without fear of retaliation.

The ESG Committee is responsible for ensuring that the interaction process with workers in the value chain is conducted effectively and consistently. The Committee also implements measures to enhance communication and participation, fostering an environment where workers feel safe to express their views and concerns.

Finally, the Group evaluates the effectiveness of its collaboration procedures using specific performance indicators. These indicators relate to the participation rate of workers in the value chain in the Double Materiality Assessment surveys, as well as to their engagement in feedback processes. The feedback collected is systematically analyzed and incorporated into the development of action plans and strategies that respond to workers’ needs.

3.2.2.3Processes to remediate negative impacts and channels for value chain workers to raise concerns [S2-3]

The Group’s approach to addressing issues that arise within the value chain is based in the principles of transparency, trust and effective remediation of impacts. The Group has established a dedicated Policy and procedure for submitting reports and concerns, which applies equally to workers in the value chain, partners and suppliers. The reporting mechanism makes a significant contribution to the assessment and effective handling of potential issues that may arise, with the aim of continuously improving working conditions across Group’s workplaces.

Workers in the value chain have unrestricted access and are encouraged to use all available reporting channels to confidentially report any inappropriate or illegal behavior. The existence and operation of the mechanism are systematically communicated through internal communication channels, while detailed instructions on the reporting procedure are also provided on the corporate website. Based on the available data and overall response rate, it is assessed that workers in the value chain are adequately informed and demonstrate a level of trust in the mechanism to a degree comparable to the Group’s own workforce.

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The details of the grievance mechanism, the procedures for recording concerns and the policies for protecting individuals against retaliation are presented in the chapter « Processes to remediate negative impacts and channels for own workforce to raise concerns (S1-3) ».

In addition, regarding suppliers, the Procurement Policy clearly sets out the expectations placed on them for the full and appropriate use of the reporting mechanisms that are accessible to all stakeholders. During the supplier evaluation process, particular emphasis is placed on their ability to meet the requirements of the Policy and align with the provisions of the Code of Conduct.

Furthermore, within the framework of the Procurement Policy, due diligence procedures are applied using a proportionate and risk-based approach during the onboarding of each new supplier. Relevant checks are also activated whenever required, in accordance with the guidance of the Compliance Unit and the Legal Department, ensuring compliance with regulatory requirements and responsible business conduct standards.

It is noted that during the reporting period, no negative impacts related to the workers in the Group’s value chain were identified. This highlights the effectiveness of the preventive measures and control mechanisms implemented by GEK TERNA Group in maintaining a positive and sustainable environment for all stakeholders involved.

3.2.2.4Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those action [S2-4]

To effectively manage the material impacts related to workers in the value chain, GEK TERNA Group develops and implements appropriate action plans in alignment with the ESRS 2 MDR-A specifications. With the aim of ensuring a safe working environment, the Group undertakes a series of actions and measures annually to prevent potential Health and Safety impacts, such as:

•Implementing a certified system based on the international standard Occupational Health & Safety Management System ISO 45001:2018.

•Adopting appropriate procedures and allocating necessary resources for the protection of every worker.

•Providing training on Health and Safety issues to strengthen and instill a common safety culture among all.

•Executing health and safety plans for all projects and facilities.

•Enforcing the Procurement Policy and ESG criteria for the evaluation and selection of suppliers and partners.

The Group’s initiatives are aligned with those implemented for its own workforce and additional details are available in the chapter «Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions [S1-4] ».

Furthermore, regarding its suppliers, the Group has established a clear framework of actions that promote the Health and Safety of their employees through the Procurement Policy. Specifically, the

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Group sets minimum cooperation requirements and ensures that suppliers comply with the Group’s Health, Safety and Environment Policy. Indicatively, suppliers are required to:

▪Implement and/or be certified in accordance with internationally recognized Occupational Health and Safety Management System standards (ISO 45001).

▪Apply policies and procedures to protect the health and safety of their employees and as well as society as a whole.

▪Use materials and equipment that meet high health and safety standards, in addition to their suitability and usability.

▪Provide a safe working environment and take adequate measures to prevent accidents and reduce risks in the workplace.

▪Train their personnel on Health and Safety issues.

▪Ensure access to clean sanitary facilities and safe drinking water.

▪Where required, provide clean and safe accommodation that meets the basic needs of their employees.

The Group’s vision is centered on ensuring that every action and initiative implemented has a positive impact on its human capital, including workers in the value chain. In this context, through the ESG Policy, specific Health and Safety targets have been established, while regular audits are conducted to ensure compliance with the defined minimum requirements. Systematic monitoring of target achievement, along with relevant key performance indicators (KPIs), enables the continuous assessment of progress and confirmation of the effectiveness of the implemented actions.

These procedures are carried out by the Health, Safety and Environment Department, while Management closely monitors the results and evaluates their overall contribution to improving working conditions. At the same time, compliance monitoring mechanisms are in place on relation to the Procurement Policy, the Human Rights Policy and the Code of Ethics and Conduct, with the aim of e respect for human and labor rights across all stages of the value chain.

It is worth noting that during 2025, no incidents of human rights violations or issues related to the value chain were recorded, confirming the effectiveness of the Group’s relevant policies and procedures. Finally, with regard to managing the Group’s impacts in areas such as procurement, sales and data use, the Group adopts responsible business practices and measures aimed at preventing and minimizing potential negative impacts. Through the Procurement Policy, the Group ensures that its partners and suppliers comply with the highest standards of working conditions. Furthermore, in cases where tensions arise due to the prevention or mitigation of negative impacts, the Group activates a specialized crisis-management plan, which includes the formation of dedicated dialogue committees composed of employee representatives, the Group’s management and independent advisors, with the aim of identifying sustainable solutions that satisfy all parties involved.

Allocation of resourcing for managing material impacts

The Group ensures the provision of the best possible Health and Safety conditions in the workplace by implementing a certified Health and Safety System that covers its entire workforce, including workers in the value chain. In addition, regular training programs and seminars on occupational Health and

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Safety are conducted, which also involve subcontractors of the projects implemented by the Group, enhancing their knowledge and technical skills. All subcontractors working on Group projects participate in all general Health and Safety training courses and, depending on the type of work, receive specialized training (e.g., working at height, etc.).

3.2.3Metrics and targets

3.2.3.1Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities [S2-5]

GEK TERNA Group places Health and Safety of all employees, including workers in the value chain at the core of its business philosophy. By setting specific targets, the Group strengthens an environment of trust and transparency for both employees and partners. The Group is committed to ensuring that all involved parties understand and support these commitments, striving for continuous improvement and the promotion of responsible business practices.

In the context of implementing the ESG Policy, the Group has established key Health and Safety targets, three of which directly relate to workers in the value chain, with a particular focus on subcontractors insured by the Group, as well as employees engaged in joint-venture activities or special-purpose entities.

Specifically, the Group aims to achieve the following:

▪Maintain zero fatalities (base year 2022).

▪Implementing introductory Health & Safety training for 100% of the Group’s employees before the commencement of construction projects and/or the operation and maintenance of facilities.

▪Providing specialized Health & Safety training, tailored to the specific roles of employees involved in construction projects and/or the operation and maintenance of facilities.

During the target‑setting process, the Group took into account the views and experience of partners through dialogue and the exchange of information regarding working conditions and the related risks identified in the projects in which it operates. Performance against the targets is monitored on an ongoing basis through the Group’s Health and Safety management mechanisms, which also cover workers in the value chain. The results are reviewed by Management and feed into the process of assessing the effectiveness of the measures implemented.

Finally, performance against the targets is used to identify lessons learned and areas for improvement, which are taken into consideration for the revision of practices, training programmes and procedures, strengthening the continuous improvement of Health and Safety conditions for workers across the value chain.

The Group is oriented towards the development of a specific strategy and action plan for the quantification of targets and the establishment of enhanced management mechanisms for the identified impacts in the near future. At the same time, a clear timeline for the implementation of each target is envisaged, in order to ensure systematic monitoring of progress and the effectiveness of interventions throughout the value chain.

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3.3Affected Communities [ESRS S3]

3.3.1Strategy

3.3.1.1Interests and views of stakeholders [ESRS 2 SBM-2]

GEK TERNA Group, as one of the most dynamically growing business groups in Greece, with a strong presence in the infrastructure, energy and concessions sectors, recognizes that meaningful collaboration with local communities is a critical factor for the sustainability, acceptance and long-term success of its activities. As a responsible social partner, the Group is committed to engaging with local communities in a systematic and responsible manner, based on the principles of transparency, respect and mutual trust.

In this context, the Group has developed structured and consistent communication channels that enable it to continuously and reliably capture the needs, priorities and concerns of local communities and integrate them, where feasible, into decision-making processes. Moreover, in the context of projects of strategic importance, information meetings and consultations with local communities are conducted, ensuring that their views are seriously considered throughout both the planning and implementation phases.

At the same time, the Group is committed to respecting and safeguarding the human rights of all members of local communities and employees. Its approach is based on identifying, assessing and managing potential and actual impacts on human rights, as well as monitoring the effectiveness of the measures adopted. It is a standing commitment of the Group not to undertake or enter any business relationship related to a project where there is documented evidence or findings of material human rights violations, and where effective prevention and/or remediation is not possible.

Within this framework, the Group seeks the timely recording of concerns and an appropriate response through available communication and reporting channels, with due regard to confidentiality and full protection of individuals who raise concerns. At the same time, the Group systematically works to continuously improve its reporting mechanisms to ensure the effective management of issues affecting communities and other stakeholders.

3.3.1.2Material impacts, risks and opportunities and their interaction with strategy and business model [ESRS 2 SBM-3]

Local communities constitute the primary recipients of the Group’s initiatives, as these concern both residents located in the immediate vicinity of the Group’s facilities and the wider population in the areas where the Group develops its core activities. The projects implemented and the investments undertaken by the Group contribute substantially to the improvement of local infrastructure and to the overall enhancement of quality of life.

The Double Materiality Assessment conducted served as the basis for identifying material impacts, risks and opportunities related to affected communities. The topic was assessed as material for GEK TERNA Group due to its positive impact, while no significant financial consequence was identified arising from recognized risks and opportunities.

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Impact

Positive

Actual

Economic, social and cultural rights of communities

Contributing to the socio-economic development of local communities by strengthening local employment and supporting the local business ecosystem.

GEK TERNA Group’s ability to generate positive social impacts within local communities through targeted social investments and the strengthening of local employment serves as a solid foundation for the stability and resilience of its strategy and business model in an environment of constant change.

In particular, local employment is a key pillar of this strategy. By creating and maintaining jobs that are filled, as a priority, by talent from local communities, and by investing in the development of employees’ skills, the Group supports local economies while simultaneously cultivating a flexible, competitive and adaptable workforce. Through this approach, the Group maintains its operational resilience and its ability to respond effectively to evolving market needs. In addition, its collaboration with local suppliers for the procurement of goods and services reinforces the growth of the local market, creating additional economic value for the communities in which it operates.

Through these actions, the Group makes a substantial contribution to sustainable development and to improving residents’ quality of life, establishing solid foundations for long‑term social and economic prosperity. At the same time, it has embedded the principle of corporate responsibility into its operating model, systematically integrating social considerations into the planning and execution of its activities. Through social initiatives designed to address local needs, the Group provides meaningful support and contributes to maintaining social cohesion. This approach enhances resilience by fostering relationships of trust and collaboration with residents, social organizations and local authorities.

3.3.2Impact, risk and opportunity management

3.3.2.1Policies related to affected communities [S3-1]

The Group has established and implemented a comprehensive set of policies aimed both at preventing potential negative impacts and at enhancing the positive outcomes of its activities. Through this framework, the Group ensures that its operations remain fully aligned with the principles of responsible business conduct and its commitments to Sustainable Development.

Specifically, the Sustainable Development Policy provides the framework for responsible business operations and includes commitments related to:

▪the protection of human rights,

▪the management of environmental impacts, and

▪the support and active engagement of local communities.

The scope of the Policy covers all Group employees, interns, contractors and subcontractors, as well as all subsidiary companies that do not have their own ESG Policy. The Policy also applies, to the extent relevant, to joint ventures, temporary joint ventures and other equivalent partnerships, provided that the Group assumes their management.

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The implementation and monitoring of the Policy fall under the responsibility of the Sustainable Development and Corporate Social Responsibility Department, in close cooperation with relevant divisions and departments. Management is responsible for reviewing the established targets and for providing the necessary resources to support the implementation of the required measures. Additional information on the ESG Policy is provided in section [S1-1].

In this context, the Group has also established and implements a Sustainable Procurement Policy, which defines the core principles and expectations for suppliers and partners, while explicitly emphasizing that—despite the outward-looking nature of its activities—the Group consistently prioritizes local suppliers. More detailed information on this Policy is presented in section [S2-1].

Furthermore, the Group implements a Human Rights Policy, under which local communities in the geographical areas where it operates are recognized as a distinct stakeholder category. This reinforces the Group’s commitment to responsible conduct and to safeguarding the rights of populations affected by its activities. More detailed information on this Policy is presented in section [S1-1].

3.3.2.2Processes for engaging with affected communities about impacts [S3-2]

The Group’s activities influence diverse geographic and social communities in Greece and abroad. As such, a comprehensive framework for cooperation, participation and meaningful dialogue with affected communities has been developed, even though a formal, Group-wide due-diligence policy has not yet been established. As an organization delivering large-scale infrastructure, energy and concession projects, the Group considers the scope and nature of each project’s impacts by mapping:

▪local communities located near construction or energy-related activities,

▪groups with higher exposure to impacts (e.g., neighboring settlements, professional groups, users of critical infrastructure),

▪local authorities and relevant professional or social associations.

This approach reflects the Group’s operating model, which places people, communities and citizens’ well‑being at the center of its priorities. At the same time, procedures are in place to ensure timely and comprehensive information is provided to communities located near the Group’s activities, through:

▪Public consultations conducted as part of the environmental permitting process and cooperation with local and regulatory authorities, considering the specific requirements of large‑scale infrastructure projects,

▪Printed information material and digital communication channels,

▪Dedicated communication points established for major projects,

▪Cooperation with local bodies and municipal authorities.

Continuous communication is rooted in the Group’s philosophy of transparency and responsible conduct, reflecting its emphasis on responsible business activity and social contribution. Existing communication channels are activated throughout all phases of the project lifecycle—prior to implementation, during construction and post-completion—to disseminate necessary information, collect feedback, record concerns and develop adaptive solutions where feasible, ensuring that projects are carried out with respect for local needs and with minimization of negative impacts.

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Through this systematic engagement, projects integrate more smoothly into the local environment and community life, contributing to improved safety, quality of life and local development.

Given the scale and geographic dispersion of the Group’s worksites and operational locations, direct communication with local communities falls under the responsibility of the respective project management teams. At the same time, the Sustainable Development and Corporate Social Responsibility Department is fully informed of all related interactions, ensuring consistency, systematic monitoring and proper integration of identified issues into the broader sustainability framework of the Group.

The effectiveness of communication and engagement with local communities is systematically evaluated through the monitoring of issues raised during interactions, the frequency and quality of requests or reports received, and the speed and adequacy of response actions. In this way, the Group ensures that its projects function not only as development interventions but also as contributors to social cohesion, environmental protection and the sustainable progress of the areas where they are implemented.

3.3.2.3Processes to remediate negative impacts and channels for affected communities to raise concerns [S3-3]

To manage, promptly address and remediate any negative impacts affecting local communities, the Group operates a reporting and grievance mechanism that is available and accessible to citizens and community stakeholders through its corporate website. The mechanism enables the confidential submission of concerns, complaints or incidents related to project activities and facilities, thereby strengthening transparency and reinforcing trust with local communities. Additionally, all worksites display clear and visible signage informing the public of the available reporting channels, ensuring that any resident or citizen can easily and safely raise issues they observe.

The Group maintains a strict non‑retaliation commitment for any individual submitting a report in good faith, ensuring that no adverse treatment, harassment or any form of pressure is imposed due to the submission of a concern or complaint. This commitment supports free and safe access to the mechanism and encourages the reporting of issues that may affect communities.

These procedures form part of the Group’s broader compliance framework and are implemented consistently across projects and operational units, following predefined and documented stages for the management of reports. Specifically, each report is logged and assessed in terms of the nature and severity of the issue, and where required, an investigation process is initiated with the involvement of the relevant departments and divisions. In cases where a negative impact on communities is substantiated or considered likely, appropriate corrective actions and remediation measures are planned and implemented, aiming to eliminate or mitigate the impact and prevent recurrence. The progress of these actions is monitored until completion and proper documentation of the outcome, while the findings are leveraged to strengthen preventive measures and continuously improve processes.

3.3.2.4Actions for affected communities and effectiveness assessment [S3-4]

The Group’s actions for affected communities form part of its broader sustainable development strategy and are directly linked to the significant social and economic impacts identified through the Double Materiality Assessment. The objective is to enhance positive socioeconomic outcomes, prevent

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and mitigate potential negative impacts, and contribute meaningfully to the resilience of the areas in which projects are implemented.

Within this framework, priority is given to supporting the local economy through cooperation with local suppliers and small and medium‑sized enterprises, recognizing that strengthening the domestic supply base is a key driver of added value for communities. This practice helps retain economic resources within project areas, reinforces employment and supports the development of sustainable partnerships with locally operating businesses. Specifically, in 2025, 93.6% of the Group’s total suppliers were local suppliers, with purchases from them accounting for 88.9% of the total procurement spend.

Furthermore, GEK TERNA Group implements targeted social interventions that promote the well‑being and social cohesion of the communities in which it operates. These initiatives are designed based on the specific needs of each local community and are grounded in ongoing dialogue with residents and stakeholders, aiming to build long‑term relationships of trust and mutual benefit.

In 2025, a total of 326 initiatives (sponsorships and donations) were implemented, with social investments amounting to 5.5 million euros. 98.9% of actions took place in Greece and 94% at a regional level, thus strengthening decentralized development and contributing tangibly to improving citizens’ everyday lives.

The actions mainly focused on:

▪Addressing critical social needs: such as the reconstruction of the Nea Penteli Indoor Sports Hall following its destruction during the devastating wildfire of summer 2023. In parallel, targeted support actions were implemented for civil protection and public safety services, as well as the strengthening of Traffic Police Units along the road corridors managed by the Group.

▪Environment and natural capital protection: such as the planting of 500 trees at the Aristotle University of Thessaloniki campus, and the support of forest‑protection initiatives (infrastructure renovation, equipment for the Fire Service, etc.).

▪Social solidarity: such as participation in the “We Are One” Christmas Telethon supporting approximately 300,000 children, support for Church social programs, and initiatives supporting vulnerable households.

▪Health: such as the donation of equipment to hospitals across the country (e.g., Karditsa, Grevena), and support for the Hellenic Society of Emergency Prehospital Care and Doctors of the World.

▪Education and skills development: such as the exclusive funding of the “Infrastructure and Construction Project Management” postgraduate program at NTUA, support for the “STEM and Soft Skills” program, and cooperation with universities and polytechnic schools for educational visits and student site tours at Group worksites.

▪Inclusion and awareness-raising: such as participation in the 2025 Philanthropy Awards “Heroic Hearts”, support for the Lara Guide Dog School, as well as support for Blacklight in initiatives promoting respect, accessibility and inclusion.

The actions were implemented in more than 40 municipalities across Greece, strengthening social cohesion and contributing to the development of local communities.

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To ensure the accuracy of the results, the Group relies on the systematic recording of expenses related to sponsorships, donations and infrastructure projects. This includes documenting the amounts allocated, the purpose of each expenditure and the geographic area in which it took place. In addition, expenditures are categorized (e.g., education, health, culture, infrastructure) to enable improved data analysis and reporting. A fundamental assumption is that all recorded data are accurate and complete, and that all expenditures have been properly documented. The systematic evaluation of the initiatives—including those related to supporting local suppliers—enables evidence‑based monitoring of the Group’s social contribution and of the extent to which its projects foster the sustainable development of communities.

3.3.3Metrics and targets

3.3.3.1Targets related to advancing positive impacts [S3-5]

During the reporting period, the Group had not established specific quantitative or qualitative targets exclusively related to affected communities. This decision reflects the current stage of maturity of the Sustainable Development strategy, in which the Group prioritizes:

▪strengthening and systematizing the processes for identifying, assessing and managing actual and potential impacts on affected communities,

▪developing a comprehensive framework for monitoring relevant matters, and

▪evaluating the suitability of developing future indicators and targets.

This approach considers the findings of the Double Materiality Assessment, as well as the expected evolution of the Group’s activities. As part of its commitment to continuous improvement, the Group is considering the potential establishment of relevant targets in future reporting periods, once the necessary supporting processes have been completed and sufficient maturity has been achieved regarding the availability and reliability of the required data.

4.Governance information

4.1Business conduct [ESRS G1]

4.1.1Governance

4.1.1.1The role of the administrative, supervisory and management bodies [ESRS 2 GOV-1]

The Group’s governance structure has been designed to ensure integrity, transparency and accountability across all aspects of its business operations. In this context, specific roles and responsibilities have been established for the administrative, managerial and supervisory bodies, which contribute to the smooth functioning of the Group and the promotion of sound business conduct. These roles include, among others, the development and implementation of a comprehensive policy and regulatory framework and procedures, the monitoring of compliance with this framework, as well as the assessment of its effectiveness. Collaboration among these bodies is a fundamental prerequisite for ensuring transparency, effectiveness and regulatory compliance at all levels.

The roles of the administrative, managerial and supervisory bodies are outlined below:

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▪Administrative Body: The Board of Directors shapes the Group's vision, formulates the growth strategy, and ensures its effective implementation, aiming to safeguard and promote the long‐term interests of the shareholders. The General Meeting of shareholders serves as the Highest Governance Body.

▪Supervisory Bodies: The Committees are responsible for monitoring regulatory compliance and safeguarding ethical and responsible business conduct.

▪Managerial Bodies: The managerial bodies consist of senior management and the directors of various departments. They are responsible for the daily operations of the Group and the implementation of the policies and strategies established by the Board of Directors.

Specifically, regarding business conduct, the roles of the Board of Directors, the relevant Committees, and Departments are outlined below.

Board of Directors

The Board of Directors (BoD) is responsible for setting the guiding principles and effectively implementing the Group's strategy in ways that enhance its credibility within both the financial and business community, as well as the broader society.

As the primary representative of the Group's management principles, the Board of Directors ensures mutual respect between all partners and associates. Through its Committees, the Board facilitates daily communication with relevant management executives, gaining a direct understanding of risks to promptly and proactively make informed decisions and corrective actions.

Supervisory Bodies

The established Committees support the BoD for the effective exercise of its duties and the implementation of a responsible business model, maintaining an advisory/recommendatory role, significantly influencing decision‐making process. They maintain a consultative role with significant influence over decision‑making processes. Specifically, the following Committees have been established:

▪Executive Committee

▪Audit Committee

▪Nominations and Remuneration Committee

▪Strategic Planning Committee

▪Regulatory Compliance Committee

▪Investment Committee

▪ESG Committee (Environment, Society and Governance)

Executive Committee

The Executive Committee is responsible for managing the Group's daily operations, contributing to its smooth and efficient functioning. The Committee plays a crucial role in ensuring proper business conduct, facilitating internal communication, coordinating departmental projects, and supporting the Chief Executive Officer through various duties.

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Additionally, the Executive Committee is responsible for implementing the strategic planning defined by the Board of Directors, incorporating ethical principles and values into decision‐making and strategic initiatives. Through these actions, the Committee ensures that business conduct aligns with the corporate principles governing the organization.

The Committee is composed of members with expertise in maintaining compliance with regulations and legal matters that may impact the organization. Moreover, it includes members with knowledge of financial markets, financial analysis, and the management of movable and immovable assets.

Audit Committee

The role of the Audit Committee is to assist the Board of Directors in carrying out its supervisory responsibilities. Overall, the Audit Committee plays a critical role in overseeing business conduct and ethical practices within the organization, ensuring that there are strong systems and procedures to promote integrity and accountability in all business activities.

The Committee consists of members with expertise in legal, institutional, and regulatory frameworks, as well as Corporate Governance Principles. Furthermore, the members possess knowledge in financial information and risk management related to financial reporting.

Some of the Committee's responsibilities that enhance proper business conduct are as follows:

▪Oversight of financial reporting and internal controls

▪Evaluation of the organization’s risk management processes

▪Compliance with legal and regulatory requirements

Nominations & Remuneration Committee

The Nominations and Remuneration Committee operates as an independent and impartial body, assisting the Board of Directors in adhering to legal and regulatory corporate governance requirements and implementing best practices related to board composition and member succession. The Nominations and Remuneration Committee substantially contributes to ensuring ethical and responsible business conduct through various mechanisms and activities.

Indicatively, these mechanisms include:

▪Evaluation and selection of candidates for senior management positions and the Board of Directors

▪Establishment and overseeing of the Remuneration Policy, ensuring that senior executives’ compensation aligns with the organization’s goals for ethical business conduct

Conducting of periodic reevaluation of the BoD's size and composition.

The Committee possesses knowledge of the regulatory and legal requirements governing selection and remuneration processes, as well as the implementation of performance management systems. The members have a full understanding of remuneration policies, including competitive salaries, bonuses, and other benefits, aiming to align compensation with the Group's strategic priorities.

Strategic Planning Committee

The primary role of the Strategic Planning Committee is to support the Board of Directors and Senior Management in reviewing the competitive landscape, designing the Strategic Plan, and exploring

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potential new growth opportunities. The Committee's actions and responsibilities reinforce proper business conduct, focusing on the organization's long‐term sustainability.

The key responsibilities of the Committee include, among others:

▪Evaluation and development of the Group's strategic options that promote transparency, integrity, and accountability

▪Formulation of the strategic planning considering the organization's long‐term sustainability

▪Review of business plans and investment proposals taking into account the evaluation of strategic risks, including risks related to ethical conduct

The Committee members have knowledge of market analysis, competitors, and industry trends, identifying new markets, products, or services and developing strategies for expanding business activities. Additionally, the members have experience in recognizing and assessing strategic risks and developing mitigation strategies.

Investment Committee

The primary role of the Investment Committee is to ensure the alignment of new investments with the Group's objectives and approved strategy. Through its core functions, it contributes to creating a framework that supports and promotes ethical business conduct in all investment activities.

Specifically, Committee’s responsibilities include the general evaluation of the performance of implemented investments and potential divestments, examining new investments, and submitting relevant recommendations to the Group's competent bodies at the BoD. Its actions promote transparency in investment decisions and processes, ensuring that investments align with the organization's ethical guiding principles.

The Committee is composed of members with skills in analyzing financial statements, financial indicators, and investment opportunities to assess the value and sustainability of investments. Additionally, the members have experience in managing investment portfolios with expertise in asset allocation. Finally, the members possess knowledge of market trends, regulations, and economic conditions that may influence investments.

Regulatory Compliance Committee

The Regulatory Compliance Committee plays a critical role in ensuring proper business conduct, focusing on adhering to legal and regulatory standards, ensuring that the organization operates responsibly and in alignment with the highest ethical and regulatory benchmarks, safeguarding its reputation and sustainability.

The core responsibilities of the Committee include, among others, monitoring changes in the legal and regulatory environment and ensuring the Group's compliance with regulatory provisions, as well as the implementation of approved policies and procedures. Furthermore, the Committee is responsible for evaluating inspections conducted by regulatory authorities and the key findings from audits conducted by the Regulatory Compliance Unit, with the aim of effectively addressing any identified issue. Finally, the Committee’s role includes fostering a corporate culture that prioritizes compliance, encouraging staff to act with integrity and report any concerns.

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The Committee members have expertise in legal frameworks and regulatory requirements applicable to the organization, as well as in interpreting legal documents and legislation. The members have extensive experience in implementing and monitoring compliance programs that ensure the organization meets all requirements, while they have knowledge of internal and external audit procedures and preparing regulatory audits.

ESG Committee

The ESG Committee oversees performance in environmental, social, and corporate governance areas, recommending actions for improvement to enhance the Group's capacity to generate long‐term value. Through its responsibilities, the ESG Committee significantly contributes to shaping a business conduct that aligns with the highest standards of sustainability and social responsibility, while also supporting the organization’s reputation and long‐term success.

Specifically, the Committee's role includes integrating sustainability principles into the organization's strategies and daily operations, making relevant recommendations regarding strategy, policy, objectives, and programs related to sustainable development, corporate social responsibility, and corporate governance. The Committee is also responsible for integrating non‐financial factors into the business strategy and decision‐making process, ensuring that the Group stays resilient and prepared to adapt to changes in its operating environment.

The Committee members possess expertise in sustainability principles and experience in integrating these principles into the Group’s strategies and operations. Additionally, they have experience in environmental and social issues and regulations, as well as in developing and implementing strategies to minimize the organization's impact. Furthermore, members are skilled in evaluating ESG indicators to monitor the organization's performance and make well‐informed decisions.

In addition to the Committees, specific units and responsible individuals have been appointed to ensure ethics and business excellence. Specifically, a Data Protection Officer, an internal audit unit, a regulatory compliance unit, and a risk management unit have been appointed. Their responsibilities are outlined in the Internal rules of Operation, which is available on GEK TERNA’s website. Furthermore, internal control and reporting mechanisms have been established, allowing timely identification and improvement of any deviations from established practices.

Management bodies

Corporate Affairs & Sustainable Development General Division

The General Division of Corporate Affairs & Sustainable Development consolidates the Group’s corporate communication, sustainable development and corporate social responsibility functions. Its mission is to strengthen the corporate image and promote the Sustainable Development strategy with consistency, transparency and strategic coordination.

The Division of Corporate Social Responsibility and Sustainable Development is responsible for:

▪the design and implementation of actions in line with the Sustainable Development strategy,

▪the definition, collection monitoring of key performance indicators (KPIs),

▪the support of materiality assessments and the monitoring of progress against targets.

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At the same time, it coordinates the quality and consistency of sustainability disclosures in accordance with the CSRD framework and the ESRS standards, ensuring alignment across policies, key performance indicators (KPIs) and targets in the Sustainability Report.

The Department’s executives possess expertise in environmental and social matters, ESG performance monitoring and the application of international standards (GRI, ESRS). In addition, they have experience in sustainability data governance, ensuring accuracy, comparability and reliability. They also demonstrate strong expertise in managing relationships with key stakeholders, including investors, customers, employees and communities, enabling a meaningful understanding of and effective response to their expectations.

Health, Safety, Environment and Energy Department (HSEE)

The target of the Department is to ensure that all Group companies comply with procedures and standards governing institutional and corporate principles regarding environmental protection, employee health, and workplace safety. The Division’s responsibilities include developing, supervising, and implementing the Group's policies, while monitoring targets and managing risks related to the environment, health, and safety.

The HSEE Department ensures the reliability of Health and Safety indicators, environmental performance metrics, and relevant targets and initiatives implemented in accordance with ESRS disclosure requirements. Moreover, due to the continuous flow of information it receives from daily operations and activities, the Department provides critical and well‑documented input to the process of identifying impacts, risks and opportunities, and participates actively in the assessment process so that significant sustainability topics can be highlighted.

The individuals within the Division specialize in developing and implementing policies and procedures that promote employee health and safety. These include risk assessment, accident prevention, measuring and monitoring relevant metrics, and ensuring compliance with applicable regulations. They also have expertise in environmental regulations and practices that reduce the environmental impact of the organization’s activities. These include strategies for waste management, emission reduction, and natural resource protection.

General Division of Business Development

The General Division focuses on identifying and evaluating new growth opportunities within existing and new areas of business activity, as well as implementing the Group's business plan. In this context, the Group's business conduct is characterized by a continuous search for innovation and development, supported by a commitment to responsibility and sustainability. The individuals comprising the Division have extensive knowledge of analyzing financial data and related indicators to evaluate the sustainability and performance of business opportunities. Additionally, they possess expertise in strategic planning and market analysis to identify growth opportunities, such as new markets, products, or partnerships.

General Division of Administration and Personnel

The General Division plays a decisive role in shaping business conduct through the organization, operation, and supervision of central administrative services. Specifically, the Human Resources Division, under the guidance of the General Division of Administration and Personnel, is responsible for strategic recruitment and personnel development, contributing to a culture that fosters loyalty and

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productivity. At the same time, the Personal Data Protection Service ensures compliance with legislation, strengthening the trust of customers and employees. The IT Systems Development Management Office, also under the supervision of the General Division of Administration and Personnel, supports innovation and efficiency, providing critical technological solutions. Through these central functions, the General Division of Administration and Personnel promotes business conduct that emphasizes responsibility and innovation, enhancing the Group’s sustainability and success.

The employees of the Human Resources Division have expertise in human capital management, with a focus on implementing strategies for talent attraction and development, as well as designing training programs and initiatives that enhance employee skills and performance. Furthermore, they possess a thorough understanding of performance evaluation systems and the ability to apply processes that improve individual and team performance. Additionally, they have knowledge of labor laws and regulations, along with skills in managing employee relations to maintain a positive work environment.

Additionally, the team members of the Personal Data Protection Service specialize in data protection regulations, such as the General Data Protection Regulation (GDPR), and have extensive experience in implementing policies and procedures to ensure compliance. Finally, the team members of the IT Systems Development Management Office possess expertise in managing innovative technologies and information systems.

The specialization of administrative, management, and supervisory bodies in matters of business conduct is ensured through a series of actions implemented by the Group, aiming at enhancing knowledge, continuous professional development and awareness, among executives. In this context, specialized training and education programs are offered, focusing on regulatory compliance and corporate responsibility.

The annual training programs cover the following thematic areas:

▪Regulatory Compliance

▪Risk Management

▪Corporate Governance

▪Cybersecurity

▪Business Continuity Plan

▪Environment, Society, Governance

4.1.2Impact, risk and opportunity management

4.1.2.1Description of the processes to identify and assess material impacts, risks and opportunities [ESRS 2 IRO-1]

For the Group, integrity is not merely a formal commitment, but a way of operating that guides everyday decision‑making. Recognizing that incidents of corruption may affect not only financial performance but also the trust of stakeholders, the Group strengthens transparency across all processes, fostering a working environment in which responsible behavior is a shared value for all.

In identifying material impacts, risks and opportunities related to business conduct matters, specific criteria considered critical to the process were taken into account, such as:

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▪Location: The geographical position of the Group's projects and activities, the local communities and the broader social context affected. The geographical locations considered include Greece, Central and Southeast Europe, and the Middle East.

▪Business segments: The main business activities cover sectors such as construction, production, supply, and trading of electricity from thermal sources, concessions, waste management, real estate development and management, mining activities, as well as digital transformation projects.

▪Transaction structure: The nature and structure of business transactions, contracts, and partnerships involving public and private entities, as well as international organizations.

The table below presents the positive impacts identified as material under the subtopics “Business culture” and “Corruption and bribery”. These two sub-topics were assessed as material exclusively from the impact‑materiality perspective, as the remaining parameters did not reach the materiality thresholds defined.

Impacts

Positive

Actual

Business culture

Established culture of business ethics

Preventing breaches of business ethics and enhancing transparency through the implementation of a strong corporate governance framework.

Positive

Actual

Corruption and bribery

Zero tolerance for bribery and corruption

Zero tolerance for corruption and bribery and full compliance with the Code of Ethics & Conduct.

These impacts relate to the Group’s own operations, as both business culture and corruption/bribery issues horizontally influence decision‑making and the way the Group operates at all levels. Specifically, the impacts identified directly affect employees, Senior Management, managerial staff, partners and suppliers, customers, and extend to all stakeholders influenced by corporate behavior and adherence to principles of integrity.

Further information regarding the process for identifying and assessing material impacts, risks and opportunities is provided in the chapter “General Information”

4.1.2.2Business conduct policies and corporate culture [G1-1]

GEK TERNA Group operates with a standing commitment to ensuring a reliable and transparent business environment through the implementation of policies and business practices that strengthen responsible business conduct and compliance with regulatory requirements. In this context, the Group follows the policies listed below, which secure the desired, agreed and transparent operating framework:

▪Code of Conduct

▪Regulatory Compliance, Corruption and Bribery Control Policy

▪Policy for Addressing Unhealthy Competition

▪Travel and Hospitality Expenses Policy

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▪Gift Policy

▪Sanctions Policy

▪Conflict of Interest Policy

▪Policy Against Violence and Harassment at Work

▪Whistleblowing Policy

▪Sponsorship and Donations Policy

▪Remuneration Policy

▪Training Policy for Board members and Directors

▪Business Continuity Policy

▪Health, Safety and Environmental Policy

The purpose of the Code of Conduct is to strengthen a culture of integrity, responsibility and transparency, as well as the adoption of high standards of professional behavior at all levels of the Group’s hierarchy. Specifically, the Code, together with the corporate governance framework and the relevant policies, defines the operating framework by setting out how business activities are conducted with all involved stakeholders (customers, suppliers, partners, contractors, etc.), as well as the behavior expected from the Group’s employees.

It constitutes the cornerstone of the principles, values and voluntary ethical commitments that characterize the Group, enhancing corporate culture and business ethics. The Code applies to all companies and subsidiaries of the Group, both nationally and internationally, covering all business sectors and taking into consideration partnerships and joint ventures in which the Group participates. Its content is aligned with the general principles established by international regulations and conventions, as well as the international standards ISO 9001, ISO 14001, ISO 45001, ISO 39001, ISO 37001, ISO 37301, ISO 50001 and SA 8000.

The Regulatory Compliance Committee and the Regulatory Compliance Unit, which report directly to the Board of Directors, monitor the implementation of the Code of Conduct. Additionally, the Group maintains an internal audit program conducted by the Regulatory Compliance Officer to monitor and ensure the proper implementation of the Code of Conduct and the Control Management System across all Group activities45.

At the same time, mechanisms have been established for identifying, reporting, and investigating issues related to behaviors that violate the Code of Conduct. The aim of these actions is the development, promotion, and evaluation of corporate culture and the continuous enhancement of business ethics. Furthermore, legal and regulatory compliance is achieved according to the applicable specifications for each area of activity, as well as alignment with the guidelines of the United Nations and the European Union.

A central axis of the Code of Conduct, as well as an integral part of the business strategy, is the fight against corruption and bribery. In this context, the Group has adopted and implements the Regulatory

45 The Group does not maintain a specific policy on animal welfare, as it is not applicable to its activities.

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Compliance and Anti‑Corruption & Anti‑Bribery Policy, which clearly defines the principles of integrity, transparency and accountability that govern the Group and its subsidiaries, covering employees, management and third parties. It also provides for strict compliance with the regulatory framework, the prevention/prohibition of corruption and bribery, partner due diligence, and systematic employee training 46.

The implementation of the Policy is overseen by the Regulatory Compliance Officer and the Regulatory Compliance Committee, who operate independently and report to the Board of Directors. The framework is further reinforced through documented safeguards (approval levels, the four‑eyes principle, internal controls/audits), as well as reporting mechanisms that ensure anonymity and protection from retaliation, together with clearly defined investigation and sanction procedures. Effectiveness is monitored through indicators and periodic review cycles, promoting a culture of compliance and transparency across all Group operations. The policy is published on the official GEK TERNA website and is accessible to all stakeholders, ensuring understanding and consistent implementation.

Additionally, a series of measures and mechanisms have been established to ensure effective and efficient adherence to the corporate governance framework and the fight against corruption incidents. Specifically, the mechanisms include:

▪Appointment of a Regulatory Compliance Officer to monitor the implementation of business conduct issues as mentioned in the Code of Conduct.

▪Designation of a Responsible Officer for the receipt and monitoring of reports, and the establishment of communication channels for named or anonymous reporting of incidents of fraud, corruption, bribery, conflicts of interest, workplace harassment and, more generally, deviations from the Code of Ethics and Conduct, available to all stakeholders.

▪Encouragement of all stakeholders to submit concerns regarding incidents of fraud, corruption, bribery, workplace harassment, and general deviations from the Code of Conduct and relevant European and national legislation.

▪Investigation of any reports by the Regulatory Compliance Committee.

▪Official reports and reviews on Code of Conduct issues at the highest level of Management and to the administrative, management, and supervisory bodies.

▪Regular training of employees and establishment of awareness mechanisms regarding the rules for combating corruption and bribery, money laundering, and terrorist financing, and the implementation of these rules.

▪Special training for employees identified as particularly exposed to the above risks.

Regarding internal reporting channels (whistleblowing), GEK TERNA Group is subject to legal requirements based on the applicable national legislation and Law 4990/2022 for the transposition of the European Directive (EU) 2019/1937 on the protection of whistleblowers. The Group has

46 Greece has ratified the United Nations Convention against Corruption through Law 3666/2008, which amended the Greek Penal Code. The obligations arising from the Convention are reflected in the national legislation of the countries that have signed it, including Greece. Consequently, since the provisions of the Group’s Policy comply with the Greek Penal Code — which has incorporated the requirements of the Convention — the Policy is fully aligned with the Convention.

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established a relevant reporting policy concerning the reporting mechanism and protection against retaliation, which applies to the entire organization, including its subsidiaries. According to the whistleblowing policy, any employee, partners, supplier, or customer can report or express concerns about ethical issues through various communication channels (email, online platform, letter, etc.), enhancing stakeholders' trust for the process.

The Regulatory Compliance Officer is designated as the person responsible for receiving, managing, and monitoring reports, while also designing and coordinating awareness and training activities for employees to develop a culture of compliance and transparency. The Group ensures that the identity of a whistleblower is protected and not subject to retaliation, such as suspension, dismissal, intimidation, marginalization, and harassment.

Finally, the Group has developed a specific training policy for all employees and implements an extensive program to enhance awareness of the Code of Conduct. Specifically, on an annual basis, all personnel attend training programs through asynchronous learning, an e‐learning platform, on Regulatory Compliance and the Code of Conduct and Policies. The training covers the following topics:

▪Conflict of Interest

▪Corruption and Bribery

▪Workplace bullying, moral harassment, and workplace violence

Additionally, for the year 2024, the following actions were implemented to maintain and promote business ethics within the organization:

▪Internal audits across the following Divisions: General Division of Business Development, General Division of Financial Services, Real Estate Development & Management Department, Finance Department, Health, Safety, Environment and Energy Department, General Division of Strategic Communication, Press Office, Division of Corporate Social Responsibility & Sustainable Development, Human Resources Department, Quality Department, Tenders Department, and the Data Protection Officer.

▪Internal audits at the Group's and subsidiaries' construction sites.

▪Maintenance of ISO 9001 (Quality Management System), ISO 37001 (Anti‐Bribery Management System), and ISO 37301 (Compliance Management System).

▪Reevaluation of relevant policies/procedures based on the update plan set.

4.1.2.3Prevention and detection of corruption and bribery [G1-3]

Regulatory compliance and the effective management of corruption and bribery are fundamental pillars of GEK TERNA Group’s voluntary commitments and a key component of sound corporate governance. In this context, the Group has established and implements comprehensive procedures and mechanisms aimed at preventing, detecting and addressing any allegations or incidents of corruption and bribery, as set out in the Regulatory Compliance, Corruption and Bribery Control Policy.

The Group maintains a strict zero‑tolerance stance towards corruption and bribery and communicates this consistently at all levels of its operations through the implementation of the policy. At the same time, the Group has developed and applies a certified Anti‑Corruption and Anti‑Bribery Management System, in line with the requirements of ISO 37001. The continuous monitoring and assessment of the

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effectiveness of this Management System is carried out by the Regulatory Compliance Officer, who reports directly to the Board of Directors, thereby ensuring the independence and integrity of the process.

Furthermore, the Group applies effective control procedures covering the full spectrum of regulatory compliance matters, including the prevention and detection of bribery and corruption, money laundering, the financing of illegal activities and conflicts of interest. In this context, the Group conducts systematic due‑diligence procedures during the selection of partners, suppliers, customers and personnel, with the aim of assessing and mitigating related risks.

In parallel, scheduled and ad‑hoc audits are carried out by the Internal Audit Unit, as well as internal inspections by the Regulatory Compliance Officer, to ensure compliance with the policy and procedural framework. As part of the Group’s preventive approach, continuous training and information is provided to personnel on the prevention and detection of corruption and bribery incidents, while new employees receive comprehensive training during their onboarding.

To strengthen transparency and accountability, the Group has established an integrated reporting and monitoring system which enables the anonymous and secure reporting of compliance issues, breaches or incidents of corruption and bribery, fully ensuring the protection of the reporting person (whistleblower). The operation of this mechanism is aligned with the requirements of the Whistleblowing Policy, as described in section G1‑1. All relevant policies are available on the Group’s official website, offering easy access and enhancing transparency for all stakeholders.

The Group implements a comprehensive training program on anti‑corruption and anti‑bribery, which covers the nature, forms and risks of such violations, as well as the procedures for preventing, detecting, reporting and managing incidents. Training is provided through digital courses and targeted information modules to all employees, ensuring an adequate depth of understanding and the practical application of compliance requirements.

A core dimension of the training program is the understanding of roles and responsibilities at all levels of the organization. Senior executives and members of the Board of Directors participate in specialized sessions focusing on integrity‑based leadership, ethical decision‑making and their institutional responsibility to foster a culture of compliance across the Group. At the same time, operational and functional teams receive targeted training tailored to their role and the risk level associated with their responsibilities. In this way, employees working in high‑risk functions, such as Procurement, Sales and Finance, develop a deep understanding of the related risks and the appropriate prevention and reporting mechanisms.

All mechanisms, procedures and policies relating to the fight against corruption and bribery are reviewed and updated on a regular basis by the Group Regulatory Compliance function, or earlier when required due to legislative changes.

4.1.2.4Confirmed incidents of corruption or bribery

Within the framework of developing and assessing its business culture, the Group monitors its performance against specific indicators related to business conduct, corruption and bribery.

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Indicator description	2025	2024
Number of convictions for violations of anti‑corruption and anti‑bribery laws	0	0
Amount (euros) of fines imposed for violations of anti‑corruption and anti‑bribery laws	0	0
Total number of confirmed incidents of corruption or bribery	0	0
Number of confirmed incidents in which employees were dismissed or received disciplinary action due to corruption or bribery	0	0

4.2Value creation (Entity-specific topic for GEK TERNA Group)

4.2.1Governance

4.2.1.1The role of the administrative, supervisory and management bodies [ESRS 2 GOV 1]

The roles of the administrative, supervisory and management bodies are described in detail in the section “Business Conduct [ESRS G1]".

All relevant Committees, Units and Divisions of GEK TERNA Group contribute to ensuring the seamless operation of the organization and the creation of value. These internal structures work together harmoniously and in a coordinated manner to secure effective operations, business continuity and support to society in achieving the Group’s strategic objectives.

The roles and responsibilities of these Committees, Units and Divisions are detailed in the Internal Regulation of Operation. The Internal Regulation is communicated through all available internal channels to employees, management and subsidiaries, and generally to all stakeholders bound by its provisions. It defines the core principles of organization, management and operation, outlines the operational guidelines for the Group’s subsidiaries, and describes the cooperation framework between the parent company and its affiliated entities.

Through its organizational structure and implemented procedures, the Group ensures that all its activities are aligned with the principles of sustainable development and corporate responsibility, thereby enhancing its credibility.

4.2.2Strategy

4.2.2.1Material impacts, risks and opportunities and their interaction with strategy and business model [SBM-3]

Value creation, strategy and the business model are closely interlinked concepts that influence one another and shape an organization’s success and long‑term sustainability. The strategy and business model align with and support the process through which the organization increases the value it delivers, enabling differentiation from competitors and the maintenance of competitive advantage.

A key priority for GEK TERNA Group is achieving progress that simultaneously acts as a multiplier for the national economy, employment and society. The continuously changing environment and growing

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uncertainties require targeted initiatives and strategic directions that ensure the uninterrupted operation of the organization and reinforce parameters such as innovation, efficiency improvement and the adoption of new technologies, which further enhance created value and strengthen the organization’s reputation.

The Group incorporates economic prosperity, business continuity and support for local communities as integral elements of its long‑term business strategy. These elements are fundamental components of value creation and are embedded in the Group’s strategy and business model, aiming not only to satisfy shareholders but to generate positive impact for all stakeholders, including customers, employees, shareholders and society at large.

The implementation of major investment projects, which respond to stakeholder needs and create the conditions for a stable and growing revenue stream and long‑term profitability, is a primary objective for GEK TERNA Group. At the same time, the Group explores new ways to integrate Sustainable Development into its strategy and business model to minimize potential negative impacts on society and the environment. Each year, the Group prepares its business plan, assessing economic uncertainties, climate vulnerabilities and broader socio‑economic challenges that may affect its investment model and the distribution of economic value. The outcomes of this assessment are integrated into the Group’s strategy to ensure timely management and swift mitigation of potential negative impacts and risks.

Recognizing the importance of social responsibility and long‑term value creation, the Group has incorporated these topics into its Sustainable Development Strategy under the dedicated pillar “Achieving positive societal impact”. Through this pillar, the Group seeks to reduce uncertainty and risks — both financial and non‑financial — ensuring uninterrupted economic activity while contributing to the creation of a positive footprint in society and enhancing people’s well‑being and quality of life.

Given the significance of the topic “Value creation” for the Group’s long‑term strategy and sustainable development, it was included in the Double Materiality Assessment. Relevant impacts, risks and opportunities were identified, and the topic was assessed as material from both an impact and financial materiality perspective.

Impacts

Positive

Actual

Creation of economic value for the broader spectrum of stakeholders

Advancing economic and social prosperity for employees, shareholders, and society at large through the economic value generated by the Group.

Opportunity

Expansion of business portfolio

New financing mechanisms to leverage (e.g., EU Funding) that facilitate the implementation of the Group’s strategic investments and expansion into new activities.

The impacts, risks and opportunities associated with this topic relate to the Group’s overall operations, affecting customers, investors, partners, suppliers and local communities.

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Further information on the identification and assessment of significant impacts, risks and opportunities is provided in the section “General Information”.

4.2.2.2Policies adopted to manage material sustainability matters [MDR-P]

The policies presented under the topic “Business Culture” also apply to the topic “Value Creation”, as business activity and responsible business conduct are interrelated concepts for GEK TERNA Group.

Accordingly, additional information is provided in the section Business Conduct Policies and Business Culture [G1-1].

4.2.2.3Actions and resources in relation to material sustainability matters [MDR-A]

The Group has established a targeted investment plan that aims to increase revenue streams, enhance profitability and ensure long‑term sustainability through its presence in critical sectors of the economy, both nationally and internationally. Its objective is to identify investment and divestment opportunities that contribute to the Group’s economic growth, benefiting both internal and external stakeholders and influencing the upstream and downstream value chain.

In 2025, the Group continued the implementation of its investment program, with the total value of medium‑term investments amounting to 1,346,159 thousand euros. The direct economic value generated (revenues) and distributed (operating costs, employee wages and benefits, payments to financing institutions, payments/contributions to the state by country, as well as community investments) is presented in the relevant tables of the financial statements. At the same time, through the payment of taxes—both directly and indirectly via suppliers and partners—the Group significantly supports public revenues in the countries where it operates.

In addition, the Group seeks to gain an in‑depth understanding of the needs and priorities of the local communities in which it operates, so that its development efforts are aligned as closely as possible with these needs, as well as with the broader needs of Greek society. A core objective is the development of long‑term relationships of trust with local residents and stakeholders in the areas of operation, and the implementation of projects and initiatives that create value for society as a whole. Indicatively, in 2025, the Group’s total social contribution through sponsorships, donations and infrastructure projects in the areas where it operates amounted to 5.5 million euros.

4.2.3Metrics and targets

4.2.3.1Metrics in relation to material sustainability matters [MDR-M]

The Group's financial statements include the financial figures that highlight the Group's contribution to value creation.

Specifically, the table below presents the revenue per activity sector (in million euros):

Construction	2025	1,641.2
Construction	2024	1,221.3
Thermal Electricity Production and Electricity Trade	2025	1,639.9

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2024

1,661.2

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Concessions	2025	537.9
Concessions	2024	337.5
Real Estate	2025	5.6
Real Estate	2024	4.6
Mining and Processing of Mineral Resources/ Industry	2025	26.1
Mining and Processing of Mineral Resources/ Industry	2024	24.3
Holdings	2025	4.6
Holdings	2024	1.0

Value creation for suppliers

Furthermore, the Group records and monitors indicators related to value creation with respect to suppliers, who constitute a key component of the value chain. The Group systematically expands into new markets, investing in local suppliers both in Greece and abroad. The table below presents key information related to suppliers.

	Value of purchases (thousand Euros)		Percentage of purchase value
	2025	2024	2025	2024
National suppliers	4,761,146.00	5,882,838	88.9%	92.8%
International suppliers	475,525.00	428,406	8.9%	6.8%
Related parties	117,065.00	25,829	2.2%	0.4%
Total	5,353,736.00	6,337,073	100.0%	100.0%

	Number of suppliers		Percentage of suppliers
	2025	2024	2025	2024
National suppliers	9,615	4,935	93.6%	92.9%
International suppliers	639	364	6.2%	6.9%
Related parties	19	14	0.2%	0.3%
Total	10,273	5,313	100.0%	100.0%

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The Group ensures that the metrics related to value creation for suppliers are reliable, presented transparently, and aligned with market best practices. The metrics are determined through the recording of suppliers and the analysis of financial transactions with them.

4.3.2.3Tracking effectiveness of policies and actions through targets [MDR-T]

Regarding the material sustainability issue «Value Creation», GEK TERNA Group monitors the effectiveness of the actions it implements to manage material impacts, risks, and opportunities through financial performance metrics as reflected in its business plan and strategy.

Additionally, regarding the metrics that reflect actions related to suppliers, GEK TERNA Group monitors and annually discloses the metrics related to value creation for suppliers, in accordance with the specifications of the GRI reporting standards (GRI 204‐1). The comparison of these metrics across different years provides a clear picture of the Group's approach to this issue and serves as a motivation for corrective actions if deemed necessary.

4.3Other relevant information on sustainability matters

This section includes information regarding the sustainability topic “Business Continuity”.

As outlined in previous sections, GEK TERNA Group has identified significant impacts, risks and opportunities related to sustainability matters through the Double Materiality Assessment. The topic "Business continuity" was considered during this assessment; however, the potential impact identified for 2025 did not exceed the predefined materiality threshold and therefore the topic was not assessed as material for 2025. The impact associated with this topic concerns the Group’s overall business activities, covering the full extent of its corporate footprint. Further information on the identification and assessment of significant impacts, risks and opportunities is presented in the section “General Information”.

The management of emergency situations and the safeguarding of business continuity is a high priority for GEK TERNA Group, as it contributes to the organization’s sustainability and long‑term success. In this context, it is deemed appropriate to disclose information regarding the approach followed for managing this sustainability matter.

Specifically, the Group has established and implemented a Business Continuity Policy, which defines the conditions required to ensure uninterrupted operations, recognizes associated risks and outlines the allocation of resources necessary for the implementation of the Business Continuity Management System.

The Business Continuity Policy has been designed with the following key objectives:

▪Minimizing the impacts arising from events, actions or situations that may affect the smooth continuation of operations.

▪Ensuring the timely restoration of critical processes and a smooth return to normal operations.

▪Protecting critical data and the integrity of systems.

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The Business Continuity Management System (BCMS) aims to secure timely, effective and controlled recovery of the Group’s activities in the event of business continuity disruptions (e.g., weather phenomena, natural disasters, cyberattacks). It therefore includes procedures for resource coordination and the identification of critical business functions deemed essential for the Group’s ongoing operations. A key component of successful implementation is the regular update of the Risk Register, ensuring continuous reassessment of the risk management plan.

In line with ISO 22301 certification requirements and the approved Business Continuity Policy, the parent company has developed the following procedures to ensure operational continuity:

▪Business Impact Analysis Procedure

▪System Activation Procedures

▪Disruptive Incident Response Procedure

▪Inspection Procedure

▪Review Procedure

Additionally, to enhance the System's readiness, annual training is conducted for the Business Continuity Plan procedures through e‐learning as well as specialized training for both the Incident Response Body and its teams. Similarly, training and awareness activities related to cybersecurity are carried out for all employees. Continuous training allows employees to familiarize themselves with the preventive measures established by the Group, enabling them to respond promptly during critical events.

In the context of ensuring business continuity and organizing a safe working environment, the Group implements a comprehensive action plan, effectively utilizing all available resources. Specifically, the Group invests in technological infrastructure and human resources, developing emergency management plans that include the use of advanced IT systems and cloud services to ensure the uninterrupted operation of critical applications.

Moreover, regular readiness exercises are conducted through simulations of critical incidents, which assess and strengthen the team's response capabilities. These resources, combined with employee training and awareness in cybersecurity and business continuity, contribute to the effective management of emergency situations, protecting both employees and the Group's partners from potential risks.

Additionally, the Group records and monitors indicators related to its performance in business continuity, specifically readiness exercises for emergency incident management and confirmed instances of non‐compliance with laws and regulations.

The Group's performance for 2025 is as follows:

▪78 preparedness exercises for emergency incident response.

▪Zero confirmed incidents of non‑compliance with laws and regulations.

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228

Preparedness exercises for handling emergency incidents are based on relevant methodologies for evaluating preparedness plans and include simulating various emergency scenarios and assessing the Group's response. Key assumptions involve the effectiveness of communication protocols and the availability of resources. Methodological limitations include the inability to simulate all possible scenarios and potential deviations from actual conditions. Validation by independent bodies ensures that measurements are accurate and free from internal biases. Additionally, compliance with relevant regulatory requirements and standards is ensured, preventing potential legal and financial consequences.

Within this context, during 2025 the Group’s subsidiaries carried out a wide range of exercises with a focus on facility security, personnel protection and the limitation of environmental impacts. In the energy sector, evacuation drills, fuel‑leak management exercises and fire‑response drills involving industrial equipment were conducted, with the aim of strengthening operational preparedness and ensuring environmental protection. In the construction sector, drills were implemented in construction‑site environments, including workplace evacuations, first‑aid provision, casualty rescue and the management of fires or hazardous leaks. In the mining sector, escape drills from underground galleries and facility evacuation exercises were carried out under scenarios involving fires in mechanical equipment.

In the infrastructure and concessions sector, actions focused on safeguarding the business continuity of critical transport services, through evacuation drills of administrative facilities, winter‑readiness and snow‑removal exercises, as well as simulations of operational disruptions, such as loss of control centres, malfunction of toll systems or disruption of information and communication infrastructures. In parallel, additional business‑continuity exercises were carried out involving scenarios of loss of facilities or critical IT functions, enhancing infrastructure resilience and the ability to respond promptly without material disruption to operations.

At Group level, two specialised exercises were also conducted addressing cyber‑attack scenarios and system‑recovery procedures, strengthening digital security and the capacity for rapid restoration of critical systems. Overall, these exercises contributed substantially to confirming the adequacy of business‑continuity plans across all areas of activity, reinforcing compliance with regulatory requirements and ensuring the uninterrupted operation of the Group.

Finally, for incidents of non‑compliance with laws and regulations, a clearly defined and documented procedure is applied, which includes their recording, investigation and analysis through internal audits and investigations. The key assumptions of the methodology relate to the accuracy of data and the completeness of available reports, while potential limitations concern the possibility of incomplete incident reporting or differences in the interpretation of regulatory requirements. The final assessment of non‑compliance incidents is carried out by an independent external body, ensuring objectivity, the validity of conclusions and the reliability of the information provided.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

229

5.Annex I

List of datapoints in cross-cutting and topical standards that derive from other EU legislation

The table below presents a list of all the data derived from other European Union (EU) legislation, as listed in Appendix B of the ESRS 2 standard. The table indicates where these data points are located within the sustainability statement and includes those datapoints that the Group has assessed as non-material, which are labeled as "non-material" in the table in accordance with ESRS 1, paragraph 35.

Disclosure Requirement and Related Data Point	Reference to Corresponding EU Legislation	Subsection in the Sustainability Statement
ESRS 2 GOV-1 Board's gender diversity paragraph 21 (d)	Commission Delegated Regulation (EU) 2020/1816, Annex II	The role of the administrative, management and supervisory bodies [ESRS 2 GOV-1]
ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e)	Delegated Regulation (EU) 2020/1816, Annex II.	The role of the administrative, management and supervisory bodies [ESRS 2 GOV-1]
ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i	Delegated Regulation (EU) 2020/1816, Annex II.	Strategy, business model and value chain [SBM-1]
ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii	Delegated Regulation (EU) 2020/1816, Annex II.	Not material for the Group’s activities
ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii	Delegated Regulation (EU) 2020/1818, Article 12 Delegated Regulation (EU) 2020/1816, Annex II	Not material for the Group’s activities
ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv	Delegated Regulation (EU) 2020/1818, Article 12 Delegated Regulation (EU) 2020/1816, Annex I	Not material for the Group’s activities
ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14	Regulation (EU) 2021/1119, Article 2, Paragraph 1	Transition plan for climate change mitigation [E1-1]
ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g)	Delegated Regulation (EU) 2020/1818, Article12.1 (d) to (g), and Article 12.2	Transition plan for climate change mitigation [E1‑1]

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Disclosure Requirement and Related Data Point	Reference to Corresponding EU Legislation	Subsection in the Sustainability Statement
ESRS E1-4 GHG emission reduction targets paragraph 34	Delegated Regulation (EU) 2020/1818, Article 6	Targets related to climate change mitigation and climate change adaptation [E1‑4]
ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44	Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1)	Gross Scope 1, Scope 2 and Scope 3 greenhouse gas emissions and total greenhouse gas emissions [E1‑6]
ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55	Delegated Regulation (EU) 2020/1818, Article 8(1)	Gross Scope 1, Scope 2 and Scope 3 greenhouse gas emissions and total greenhouse gas emissions [E1‑6]
ESRS E1-7 GHG removals and carbon credits paragraph 56	Regulation (EU) 2021/1119, Article 2(1)	Not material for the Group’s activities
ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66	elegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II	Phase-in provision
ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21	Delegated Regulation (EU) 2020/1816, Annex II.	Policies related to the own workforce [S1‑1]
ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c)	Delegated Regulation (EU) 2020/1816, Annex II.	Health and safety metrics [S1‑14]
ESR S1-17 Non-respect of UNGPs on Business and Human Rights and OECD Guidelines paragraph 104 (a)	Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1)	Incidents, complaints and severe human rights impacts [S1‑17]
ESR S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19	Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1)	Policies related to workers in the value chain [S2‑1]
ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19	Delegated Regulation (EU) 2020/1816, Annex II.	Policies related to workers in the value chain [S2‑1]

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231

Disclosure Requirement and Related Data Point

Reference to Corresponding EU Legislation

Subsection in the Sustainability Statement

ESRS G1-4

Fines for violation of anti-corruption and anti-bribery laws paragraph 24 (a)

Delegated Regulation (EU) 2020/1816, Annex II.

Confirmed incidents of corruption or bribery

Information that needs to be disclosed regarding impacts, risks, and opportunities incorporates the boundaries and criteria described in ESRS 1, section 3.2 Material Topics and Materiality of Information. In cases where a single policy or action pertains to multiple sustainability issues related to topics such as climate change or employees, the framework's guidelines on reporting were followed.

To ensure full alignment with the ESRS requirements, the list of "Disclosure Requirements" adhered to during the preparation of the sustainability statement is presented below.

Νο.	Disclosure requirement	Subsection in the Sustainability Statement	Clarification
ESRS 2 \| General Disclosures
BP-1	General basis for preparation of sustainability statements	General basis for preparation of sustainability statements [BP-1]
BP-2	Disclosures in relation to specific circumstances	Disclosures in relation to specific circumstances [BP-2]
GOV-1	The role of the administrative, management and supervisory bodies	The role of the administrative, management and supervisory bodies [ESRS 2 GOV-1]
GOV-2	Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies	Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies [GOV-2]
GOV-3	Integration of sustainability-related performance in incentive schemes	Integration of sustainability-related performance in incentive schemes [GOV-3]
GOV-4	Statement on due diligence	Statement on due diligence [GOV-4]
GOV-5	Risk management and internal controls over sustainability reporting	Risk management and internal controls over sustainability reporting [GOV-5]
SBM-1	Strategy, business model and value chain	Strategy, business model and value chain [SBM-1]
SBM-2	Interests and views of stakeholders	Interests and views of stakeholders [SBM-2]

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Νο.	Disclosure requirement	Subsection in the Sustainability Statement	Clarification
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	Material impacts, risks and opportunities and their interaction with strategy and business model [SBM-3]	Omission of anticipated financial effects in accordance with the transitional provisions set out in Commission Delegated Regulation (EU) 2025/794 amending Delegated Regulation (EU) 2023/2772 ("quick fix" Delegated Act)
IRO-1	Description of the process to identify and assess material impacts, risks and opportunities	Description of the process to identify and assess material impacts, risks and opportunities [IRO-1]
IRO-2	Disclosure requirements in ESRS covered by the undertaking’s sustainability statement	Disclosure requirements in ESRS covered by the undertaking’s sustainability statement [IRO-2]
ESRS E1 \| Climate Change
GOV-3	Integration of sustainability-related performance in incentive schemes	Integration of sustainability-related performance in incentive schemes [ESRS 2 GOV-3]
E1-1	Transition plan for climate change mitigation	Transition plan for climate change mitigation [E1-1]
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	Material impacts, risks and opportunities and their interaction with strategy and business model [ESRS 2 SBM-3]
IRO-1	Description of the process to identify and assess material impacts, risks and opportunities	Description of the process to identify and assess material impacts, risks and opportunities [ESRS 2 IRO-1]
E1-2	Policies related to climate change mitigation and adaptation	Policies related to climate change mitigation and adaptation [E1-2]
E1-3	Actions and resources in relation to climate change policies	Actions and resources in relation to climate change policies [E1-3]
E1-4	Targets related to climate change mitigation and adaptation	Targets related to climate change mitigation and adaptation [E1-4]
E1-5	Energy consumption and mix Energy consumption and mix - Energy Intensity Based on Net Revenue	Energy consumption and mix [E1-5]
E1-6	Gross Scopes 1, 2, 3 and Total GHG emissions Greenhouse Gas Intensity Based on Net Revenue	Energy consumption and mix [E1-6]

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233

Νο.	Disclosure requirement	Subsection in the Sustainability Statement	Clarification
E1-7	GHG removals and GHG mitigation projects financed through carbon credits	Non-material topic – Not applicable
E1-8	Internal carbon pricing	Non-material topic – Not applicable
E1-9	Anticipated financial effects from material physical and transition risks and potential climate-related opportunities	Phase-in provision	Omission of all information in this topical disclosure requirement pursuant to the provisions of the Delegated Act (EU Delegated Act – "quick fix")
ESRS Ε5 \| Resource use and Circular Economy
IRO-1	Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities [	Policies related to resource use and circular economy [E5-1]
E5-1	Policies related to resource use and circular economy	Actions and resources related to resource use and circular economy [E5-2]
E5-2	Actions and resources related to resource use and circular economy	Targets related to resource use and circular economy [E5-3]
E5-3	Targets related to resource use and circular economy	Non-material topic – Not applicable
E5-4	Resource inflows	Resource outflows [E5-5]
E5-5	Resource outflows	Policies related to resource use and circular economy [E5-1]
E5-6	Anticipated financial effects from resource use and circular economy‑related risks and opportunities	Phase-in provision	Omission of all information in this topical disclosure requirement pursuant to the provisions of the Delegated Act (EU Delegated Act – "quick fix")
ESRS S1 \| Own Workforce
SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	Material impacts, risks and opportunities and their interaction with strategy and business model [SBM-3]
S1-1	Policies related to own workforce	Policies related to own workforce [S1-1]

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234

Νο.	Disclosure requirement	Subsection in the Sustainability Statement	Clarification
S1-2	Processes for engaging with own workforce and workers’ representatives about impacts	Processes for engaging with own workforce and workers’ representatives about impacts [S1-2]
S1-3	Processes to remediate negative impacts and channels for own workforce to raise concerns	Processes to remediate negative impacts and channels for own workforce to raise concerns [S1-3]
S1-4	Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions	Material impacts, risks and opportunities and their interaction with strategy and business model [SBM-3]
S1-5	Targets related to managing material negative impacts	Policies related to own workforce [S1-1]
S1-6	Characteristics of the undertaking’s employees	Processes for engaging with own workforce and workers’ representatives about impacts [S1-2]
S1-7	Characteristics of non-employees in the undertaking’s own workforce	Processes to remediate negative impacts and channels for own workforce to raise concerns [S1-3]
S1-8	Collective bargaining coverage and social dialogue	Taking action on material impacts on own workforce [S1-4]
S1-9	Diversity metrics	Targets related to managing material negative impacts [S1-5]
S1-10	Adequate wages	Adequate wages [S1-10]
S1-11	Social protection	Persons with disabilities [S1-12] Phase-in provision	Omission of all information in this topical disclosure requirement pursuant to the provisions of the Delegated Act (EU Delegated Act – "quick fix")
S1-12	Persons with disabilities	Phase-in provision	Omission of all information in this topical disclosure requirement pursuant to the provisions of the Delegated Act (EU Delegated Act – "quick fix")
S1-13	Training and skills development metrics	Training and skills development metrics [S1-13]
S1-14	Health and safety metrics	Health and safety metrics [S1-14]
S1-15	Work-life balance metrics	Work-life balance metrics [S1-15]

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

235

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

236

I.Treasury Shares

On 31.12.2024 GEK TERNA S.A. held directly and indirectly through its subsidiaries a total of 3,106,281 treasury shares, i.e., a percentage of 3.0035% of the Share Capital.

Within the year, the number of treasury shares held by the parent company increased by 340,732 treasury shares and in the context of a bonus shares plan through the disposal of treasury shares, the Company granted 1,112,500 treasury shares to eligible beneficiaries.

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237

As a result, on 31.12.2025 the Company held directly or indirectly through its subsidiaries a total of 2,334,513 treasury shares, i.e. 2.2572% of the share capital. It is noted that the Company owns 472,447 treasury shares, i.e. 0.4568% of the share capital, the subsidiary company TERNA S.A. owns 1,245,231 treasury shares, i.e. 1.2040% of the share capital and the subsidiary company ILIOHORA S.A. owns 616,835, treasury shares, i.e 0.5964% of the share capital.

Share-based Payments:

1. Bonus Shares Plan of the Company

The Ordinary General Meeting of the Company on June 20, 2023 approved the Remuneration Policy, which included a plan regarding the distribution of up to three million six hundred thousand (3,600,000) treasury shares, subject to the achievement of specific targets or the occurrence of specific events. The plan was established for the four-year period 2023-2027. The Board of Directors was authorized to further determine the beneficiaries, the manner of exercising the right and the terms of the plan, as well as to regulate all relevant procedural matters for the implementation of the resolution.

The Board of Directors, at its meeting of 18.01.2024, in implementation of the aforementioned decision of the General Meeting of Shareholders, accepted the recommendation of the Nomination and Remuneration Committee, the terms of implementation of the Program, as well as the Criteria - Objectives of the Program (relating to the fulfilment of market-related objectives e.g. Increase in share price but also non-market related objectives such as e.g. targets for the commencement of specific concessions, construction of projects, EBITDA, debt service, etc.), as well as in relation to the allocation of shares per Criteria - Objectives. Following the evaluation of relevant terms and conditions of the plan, the grant date of the plan to the beneficiaries was considered to be 01.10.2024.

During the financial year 2025, the Group evaluated the achievement of specific performance targets under the program and distributed 1,112,500 treasury shares to the eligible beneficiaries.

In order to proceed with the above Plans’ measurement, the Company and the Group applied the requirements of IFRS 2 "Share-based Payments”.

The data regarding the Bonus Share Plan are presented below as follows.

				No. Bonus Issue
Year	Program Exercise Period	Expiration date	Exercise price	31.12.2025	31.12.2024
2024	2023-2027	31.12.2027	0 € per share	2,487,500	3,600,000

J.Transactions with Related Parties

The Company’s and Group’s transactions and balances with its related parties for the period 1.1-31.12.2025:

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

238

Sales-Inflows of the Company

	Participation type	Total	Revenues from Goods/Consulting services	Income from leases	Income from dividends and related profits	Income from interest and related profit	Share capital reductions	Received Loans
ΤΕRΝΑ S.A.	Subsidiary	51,619	9,455	391	40,000	1,773	0	0
HIRON CONCESSIONS S.A.	Subsidiary	66	66	0	0	0	0	0
IOANNINON ENTERTAINMENT DEVELOPMENT S.A.	Subsidiary	49	49	0	0	0	0	0
MONASTIRIOU TECHNICAL DEVELOPMENT S.M.S.A.	Subsidiary	100	0	0	0	100	0	0
GEK SERVICES S.M.S.A.	Subsidiary	7,085	7,070	0	0	15	0	0
ILIOHORA S.A.	Subsidiary	39	0	39	0	0	0	0
VIPA THESSALONIKI S.A.	Subsidiary	971	0	0	0	71	0	900
ICON E.O.O.D.	Subsidiary	5,299	0	0	0	0	5,299	0
TERNA MAG S.A.	Subsidiary	189	45	0	0	5	0	139
NEA ODOS S.A.	Subsidiary	79,503	79,503	0	0	0	0	0
CENTRAL GREECE MOTORWAY S.A.	Subsidiary	35,249	35,249	0	0	0	0	0
J/V CENTRAL GREECE MOTORWAY Ε-65	Subsidiary	38	38	0	0	0	0	0
KIFISIA PLATANOU SQ. CAR PARK S.A.	Subsidiary	13	13	0	0	0	0	0
GEK TERNA MOTORWAYS S.M.S.A.	Subsidiary	11,101	0	1	8,164	0	2,936	0
GEK TERNA KASTELI S.M.S.A.	Subsidiary	1	0	1	0	0	0	0
GEK TERNA CONCESSIONS S.M.S.A.	Subsidiary	3,803	0	2	0	3,801	0	0
ARGOLIKI RIVIERA S.M.S.A.	Subsidiary	46	0	1	0	45	0	0
FIER THERMOELECTRIC S.H.A.	Joint Venture	22	0	0	0	22	0	0
PASIFAI ODOS S.A.	Joint Venture	427	0	2	0	425	0	0
IRC HELLINIKON SA	Joint Venture	703	148	2	0	553	0	0

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(Amounts in thousands Euro, unless otherwise stated)

239

AG. NIKOLAOS PIRAEUS CAR PARK S.A.	Joint Venture	304	0	0	304	0	0	0
PARKING OUIL S.A.	Joint Venture	35	0	0	35	0	0	0
ATHENS CAR PARK S.A.	Joint Venture	1,055	0	0	427	0	628	0
SARISA YPOPARACHORISI SA	Subsidiary	316	133	2	0	181	0	0
HERON ENERGY S.A.	Subsidiary	111,567	755	0	110,812	0	0	0
THERMOELECTRIC KOMOTINIS S.A.	Joint Venture	24	24	0	0	0	0	0
KEKROPS S.A.	Associate	1,129	0	0	0	40	0	1,089
J/V GEK TERNA - GEK SERVICES	Subsidiary	10	9	1	0	0	0	0
TERNA ENERGY ASSET MANAGMENT SA.	Subsidiary	529	529	0	0	0	0	0
OLYMPIA ODOS S.A.	Joint Venture	3,165	336	0	2,828	1	0	0
NEA ATTIKI ODOS LEITOURGIA SA	Subsidiary	2,152	91	2	0	59	0	2,000
NEA ATTIKI ODOS PARACHORISI SA	Subsidiary	56,827	1,592	2	0	13,048	0	42,185
GEK TERNA URBAN SERVICES SMSA	Subsidiary	3	1	2	0	0	0	0
INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A.	Joint Venture	64	64	0	0	0	0	0
HELLAS SMARTICKET S.A.	Subsidiary	578	0	0	578	0	0	0
OLYMPIA ODOS OPERATION S.A.	Joint Venture	1,544	226	0	1,318	0	0	0
NEA EGNATIA ODOS OPERATION SA	Associate	27	0	3	0	24	0	0
SUSTAINABLE ENERGY SOLUTIONS SMSA	Subsidiary	102	50	0	0	52	0	0
AEIFORIKI IPEIROU S.A.	Subsidiary	1	1	0	0	0	0	0
OPTIMUS ENERGY S.A.	Subsidiary	6	6	0	0	0	0	0
NEA EGNATIA ODOS CONCESSION SA	Subsidiary	116	0	0	0	116	0	0
TERNA ENERGY TRADING DOEL	Subsidiary	4	4	0	0	0	0	0
TERNA ENERGY TRADING DOO BEOGRAD	Subsidiary	4	4	0	0	0	0	0
GMR TERNA COMMERCIAL S.A.	Joint Venture	11	11	0	0	0	0	0
ARDEFTIKI NESTOU SMSA	Subsidiary	2,261	2,237	0	0	24	0	0
		378,156	137,708	451	164,466	20,355	8,863	46,313

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

240


Company’s Receivables

	Participation type	Total	From revenue	From Loans and Interest	From Dividends and related earnings	From share capital reductions
ΤΕRΝΑ S.A.	Subsidiary	69,459	13,472	55,987	0	0
HIRON CONCESSIONS S.A.	Subsidiary	4	4	0	0	0
IOANNINON ENTERTAINMENT DEVELOPMENT S.A.	Subsidiary	167	167	0	0	0
MONASTIRIOU TECHNICAL DEVELOPMENT S.M.S.A.	Subsidiary	2,707	0	2,707	0	0
GEK SERVICES S.A.	Subsidiary	4,717	4,357	360	0	0
ILIOHORA S.A.	Subsidiary	34	34	0	0	0
VIPA THESSALONIKI S.A.	Subsidiary	1,771	0	1,771	0	0
TERNA MAG S.A.	Subsidiary	202	202	0	0	0
NEA ODOS S.A.	Subsidiary	34,698	34,698	0	0	0
CENTRAL GREECE MOTORWAY S.A.	Subsidiary	12,265	12,265	0	0	0
J/V CENTRAL GREECE MOTORWAY Ε-65	Subsidiary	657	657	0	0	0
KIFISIA PLATANOU SQ. CAR PARK S.A.	Subsidiary	7	7	0	0	0
GEK TERNA KASTELI S.M.S.A.	Subsidiary	82	82	0	0	0
AVLAKI I B.V.	Subsidiary	126	126	0	0	0
AVLAKI II B.V.	Subsidiary	126	126	0	0	0
AVLAKI III B.V.	Subsidiary	127	127	0	0	0
AVLAKI IV B.V.	Subsidiary	127	127	0	0	0
GEK TERNA CONCESSIONS S.M.S.A.	Subsidiary	78,954	0	78,954	0	0
HERON ENERGY S.A.	Subsidiary	33,906	727	0	33,179	0
ARGOLIKI RIVIERA S.M.S.A.	Subsidiary	1,532	6	1,526	0	0
FIER THERMOELECTRIC S.H.A.	Joint Venture	472	19	453	0	0

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

241

PASIFAI ODOS S.A.	Joint Venture	8,999	498	8,501	0	0
IRC HELLINIKON SA	Joint Venture	46,551	148	46,403	0	0
THESSALONIKI CAR PARK S.A.	Joint Venture	222	0	222	0	0
SARISA YPOPARACHORISI SA	Subsidiary	4,964	50	4,914	0	0
J/V GEK TERNA - GEK SERVICES	Subsidiary	3,179	3,179	0	0	0
INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A.	Joint Venture	36	36	0	0	0
NEA ATTIKI ODOS LEITOURGIA SA	Subsidiary	4,618	113	4,505	0	0
NEA ATTIKI ODOS PARACHORISI SA	Subsidiary	120,584	1,593	118,991	0	0
GEK TERNA URBAN SERVICES SMSA	Subsidiary	50	50	0	0	0
TERNA ENERGY ASSET MANAGMENT SA.	Subsidiary	736	736	0	0	0
NEA EGNATIA ODOS CONCESSION SA	Subsidiary	261,303	693	260,610	0	0
NEA EGNATIA ODOS OPERATION SA	Associate	1,196	0	1,196	0	0
OLYMPIA ODOS S.A.	Joint Venture	1,636	1,635	1	0	0
OLYMPIA ODOS OPERATION S.A.	Joint Venture	177	177	0	0	0
SUSTAINABLE ENERGY SOLUTIONS SMSA	Subsidiary	1,603	59	1,544	0	0
DIKTAION PARACHORISEIS SMSA	Subsidiary	5	5	0	0	0
OPTIMUS ENERGY S.A.	Subsidiary	6	6	0	0	0
TERNA ENERGY TRADING DOEL	Subsidiary	4	4	0	0	0
TERNA ENERGY TRADING DOO BEOGRAD	Subsidiary	4	4	0	0	0
GMR TERNA COMMERCIAL S.A.	Joint Venture	11	11	0	0	0
ARDEFTIKI NESTOU SMSA	Subsidiary	1,518	47	1,471	0	0
ARDEFTIKI LASITHIOU SMSA	Subsidiary	3	3	0	0	0
		699,544	76,249	590,116	33,179	0

Purchases - Company’s Outflows

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

242

	Participation type	Total	Purchases of Goods/Consulting services	Lease expenses	Interest expenses	Share capital increases	Granted Loans
GEK SERVICES S.A.	Subsidiary	24,900	24,900	0	0	0	0
ΤΕRΝΑ S.A.	Subsidiary	39,888	39,875	13	0	0	0
IOANNINON ENTERTAINMENT DEVELOPMENT S.A.	Subsidiary	400	0	0	0	400	0
CHIRON CONCESSIONS SA	Subsidiary	10	10	0	0	0	0
NEA ODOS S.A.	Subsidiary	4,319	4,319	0	0	0	0
CENTRAL GREECE MOTORWAY S.A.	Subsidiary	1,758	1,758	0	0	0	0
GEK TERNA MOTORWAYS S.M.S.A.	Subsidiary	151	0	0	151	0	0
GEK TERNA FTHIOTIDAS SMSA	Subsidiary	50	0	0	0	50	0
HERON ENERGY S.A.	Subsidiary	865	167	0	698	0	0
FIER THERMOELECTRIC S.H.A.	Joint Venture	305	0	0	0	175	130
MGGR LLC	Subsidiary	18,340	0	0	0	18,340	0
PASIFAI ODOS S.A.	Joint Venture	6,144	0	0	0	1,235	4,909
IRC HELLINIKON SA	Joint Venture	45,850	0	0	0	0	45,850
SARISA YPO-PARACHORISI S.A.	Subsidiary	4,734	0	0	0	0	4,734
DI TERNA SA	Joint Venture	1,425	0	0	0	1,425	0
KEKROPS S.A.	Associate	24	0	24	0	0	0
NEA EGNATIA ODOS CONCESSION S.A.	Subsidiary	330,619	0	0	0	70,125	260,494
NEA EGNATIA ODOS OPERATION S.A.	Associate	1,185	0	0	0	0	1,185
NEA ATTIKI ODOS LEITOURGIA SA	Subsidiary	12,000	0	0	0	5,500	6,500
NEA ATTIKI ODOS PARACHORISI SA	Subsidiary	2,293	3	2,290	0	0	0
GEK TERNA URBAN SERVICES SMSA	Subsidiary	155	0	0	155	0	0
OLYMPIA ODOS S.A.	Joint Venture	96	96	0	0	0	0
SUSTAINABLE ENERGY SOLUTIONS SMSA	Subsidiary	64,500	0	0	0	63,000	1,500
DIKTAION PARACHORISEIS SMSA	Subsidiary	5,000	0	0	0	5,000	0

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(Amounts in thousands Euro, unless otherwise stated)

243

DIKTAION LEITOURGIA S.A.	Subsidiary	25	0	0	0	25	0
ARDEFTIKI LASITHIOU SMSA	Subsidiary	700	0	0	0	700	0
ARDEFTIKI NESTOU SMSA	Subsidiary	2,451	0	0	0	1,000	1,451
ΕΝ.ΕR.ΜΕL S.A.	Joint Venture	63	0	0	0	63	0
		568,250	71,128	2,327	1,004	167,038	326,753

Company’s Liabilities
	Participation type	Total	From purchases	From Loan and interest	From dividends and Joint-Ventures results	From share capital increases
GEK SERVICES S.A.	Subsidiary	858	858	0	0	0
ΤΕRΝΑ S.A.	Subsidiary	45,148	45,148	0	0	0
CHIRON CONCESSIONS SA	Subsidiary	2	2	0	0	0
NEA ODOS S.A.	Subsidiary	3,347	3,347	0	0	0
CENTRAL GREECE MOTORWAY S.A.	Subsidiary	1,746	1,746	0	0	0
GEK TERNA MOTORWAYS S.M.S.A.	Subsidiary	4,991	0	4,991	0	0
HERON ENERGY S.A.	Subsidiary	32	32	0	0	0
KEKROPS S.A.	Associate	2	2	0	0	0
NEA ATTIKI ODOS PARACHORISI SA	Subsidiary	2,840	2,840	0	0	0
OLYMPIA ODOS S.A.	Joint Venture	360	360	0	0	0
		59,326	54,335	4,991	0	0

Sales - Inflows of the Group

	Participation type	Total	Revenues from Goods/Consulting services	Income from leases	Income from dividends and related profits	Income from interest and related profit	Share capital reductions	Received Loans
INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A.	Joint Venture	201,590	197,988	0	0	3,602	0	0

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

244

AG. NIKOLAOS PIRAEUS CAR PARK S.A.	Joint Venture	334	30	0	304	0	0	0
ATHENS CAR PARK S.A.	Joint Venture	1,284	229	0	427	0	628	0
PARKING OUIL S.A.	Joint Venture	61	26	0	35	0	0	0
THERMOELECTRIC KOMOTINIS S.A.	Joint Venture	30,057	26,389	0	0	3,668	0	0
IRC HELLINIKON S.A.	Joint Venture	69,517	68,683	60	0	774	0	0
PASIFAI ODOS S.A.	Joint Venture	24,342	23,885	32	0	425	0	0
DI TERNA SA	Joint Venture	16,587	16,587	0	0	0	0	0
KEKROPS S.A.	Associate	1,129	0	0	0	40	0	1,089
AIGISTOS S.A.	Joint Venture	19,124	16,470	411	2,243	0	0	0
NEA EGNATIA ODOS OPERATION SA	Associate	29	0	5	0	24	0	0
J/V TERNA ENERGEIAKI DIACHEIRISI PAGION – INDIGITAL – AMCO	Joint Venture	2,299	2,299	0	0	0	0	0
OLYMPIA ODOS S.A.	Joint Venture	3,165	336	0	2,828	1	0	0
OLYMPIA ODOS OPERATION S.A.	Joint Venture	1,544	226	0	1,318	0	0	0
THESSALONIKI CAR PARK S.A.	Joint Venture	15	15	0	0	0	0	0
GMR TERNA COMMERCIAL S.A.	Joint Venture	11	11	0	0	0	0	0
SOLAR ENERGY GROUP EUROPE LLC	Joint Venture	1	0	0	0	1	0	0
FIER THERMOELECTRIC S.H.A.	Joint Venture	22	0	0	0	22	0	0
		371,110	353,173	508	7,155	8,557	628	1,089

Receivables of the Group

	Participation type	Total	From revenue	From Loan and interest	From dividends and Joint-Ventures results	Share capital reductions
INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A.	Joint Venture	115,596	72,848	42,748	0	0
ATHENS CAR PARK S.A.	Joint Venture	33	33	0	0	0
AG. NIKOLAOS PIRAEUS CAR PARK S.A.	Joint Venture	7	7	0	0	0
THERMOELECTRIC KOMOTINIS S.A.	Joint Venture	63,492	439	63,053	0	0
IRC HELLINIKON S.A.	Joint Venture	70,483	5,519	64,964	0	0

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

245

PASIFAI ODOS S.A.	Joint Venture	10,194	1,693	8,501	0	0
DI TERNA SA	Joint Venture	3,058	3,058	0	0	0
PARKING OUIL S.A.	Joint Venture	6	6	0	0	0
THESSALONIKI CAR PARK S.A.	Joint Venture	224	2	222	0	0
AIGISTOS S.A.	Joint Venture	15,457	15,457	0	0	0
NEA EGNATIA ODOS OPERATION SA	Associate	1,196	0	1,196	0	0
J/V TERNA ENERGEIAKI DIACHEIRISI PAGION – INDIGITAL – AMCO	Joint Venture	22	22	0	0	0
FIER THERMOELECTRIC S.H.A.	Joint Venture	472	19	453	0	0
OLYMPIA ODOS S.A.	Joint Venture	1,636	1,635	1	0	0
OLYMPIA ODOS OPERATION S.A.	Joint Venture	177	177	0	0	0
GMR TERNA COMMERCIAL S.A.	Joint Venture	11	11	0	0	0
SOLAR ENERGY GROUP EUROPE LLC	Joint Venture	282	0	282	0	0
		282,345	100,925	181,420	0	0

Purchases - Outflows of the Group

	Participation type	Total	Purchases of Goods/Consulting services	Lease expenses	Share capital increases	Granted Loans
INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A.	Joint Venture	2,482	2,482	0	0	0
PASIFAI ODOS S.A.	Joint Venture	6,144	0	0	1,235	4,909
IRC HELLINIKON S.A.	Joint Venture	64,190	0	0	0	64,190
DI TERNA SA	Joint Venture	1,425	0	0	1,425	0
KEKROPS S.A.	Associate	24	0	24	0	0
NEA EGNATIA ODOS OPERATION SA	Associate	1,186	0	1	0	1,185
ΕΝ.ΕR.ΜΕL S.A.	Joint Venture	63	0	0	63	0
AIGISTOS S.A.	Joint Venture	57,471	56,471	0	1,000	0

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

246

FIER THERMOELECTRIC S.H.A.	Joint Venture	305	0	0	175	130
OLYMPIA ODOS S.A.	Joint Venture	96	96	0	0	0
GMR TERNA COMMERCIAL S.A.	Joint Venture	400	0	0	400	0
SOLAR ENERGY GROUP EUROPE LLC	Joint Venture	281	0	0	0	281
PARKING OUIL S.A.	Joint Venture	4	4	0	0	0
		134,071	59,053	25	4,298	70,695

Liabilities of the Group
	Participation type	Total	From Purchases and Advances	From Loan and interest
AG. NIKOLAOS PIRAEUS CAR PARK S.A.	Joint Venture	1	1	0
IRC HELLINIKON S.A.	Joint Venture	4,889	4,889	0
INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A.	Joint Venture	40,935	40,935	0
DI TERNA SA	Joint Venture	1,979	1,979	0
PASIFAI ODOS S.A.	Joint Venture	10,440	10,440	0
AIGISTOS S.A.	Joint Venture	11,174	11,174	0
KEKROPS S.A.	Associate	2	2	0
J/V TERNA ENERGEIAKI DIACHEIRISI PAGION – INDIGITAL – AMCO	Joint Venture	8	8	0
OLYMPIA ODOS S.A.	Joint Venture	360	360	0
THESSALONIKI CAR PARK S.A.	Joint Venture	1	1	0
ATHENS CAR PARK S.A.	Joint Venture	5	5	0
		69,794	69,794	0

The above tables do not include a transaction amounting to 11,178, relating to the acquisition of 450,000 treasury shares previously held by the subsidiary TERNA S.A. from the parent company GEK TERNA

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

247

The remuneration of members of the Board of Directors and senior executives of the Group and the Company recognized for the year 2025 as well as the relevant balances on 31.12.2025, are as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Remuneration for services rendered	8,886	7,559	710	531
Remuneration of employees	4,594	3,926	1,367	1,230
Remuneration for participation in Board meetings	1,239	1,237	1,222	1,160
Share based payments	19,342	25,292	13,179	18,971
Total	34,061	38,014	16,478	21,892

	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Liabilities	484	476	52	58
Receivables	323	260	12	13

GEK TERNA GROUP

Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

248

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is prepared pursuant to the provisions of articles 152 and 153 of Law 4548/2018, as a special section of the Management Report of the Board of Directors, which forms an integral part of the Company’s Annual Financial Report for the financial year 2025, providing the information set out below. Furthermore, the Company’s direct and indirect holdings are presented in the section entitled “Company Structure” of the Company’s Annual Financial Report.

1.Governance documents

1.1Corporate Governance Code

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

The Company has adopted the Hellenic Corporate Governance Code ("HCGC") of the Hellenic Corporate Governance Council, as revised in 2021 and in force, with the deviations listed in a table below with an explanation of the reasons for non-compliance. The HCGC can be found at the following email address https://www.esed.org.gr/web/guest/code-listed. With the application of the HCGC and the individual thematic regulations, the Management ensures the effective management and utilization of the Company's resources and promotes corporate responsibility as a key value of the Group's development.

1.2Internal Rules of Procedure

The Company has Internal Rules of Operation ("IRO"), which were approved and entered into force by virtue of the decision of the Board of Directors of the Company dated 16.07.2021. Subsequently, the IRO was updated by virtue of the decisions of the Board of Directors of the Company dated 30.03.2022 and 28.07.2023. The IRO comply with the applicable legislation on corporate governance and in particular with Law 4706/2020, as well as the relevant directives and decisions of the Hellenic Capital Market Commission. The Company's Internal Rules of Operation have the minimum content provided for in article 14 of Law 4706/2020.

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

2.Board of Directors

The Board of Directors of the Company formulates the vision of the Group, defines its development strategy and ensures its effective implementation, aiming at safeguarding and promoting the long-term interests of its Shareholders.

To ensure transparency and effective management of business risks, the Board of Directors, through the Committees it has established, facilitates its communication with the relevant managers on a daily

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(Amounts in thousands Euro, unless otherwise stated)

249

basis in order to gain immediate understanding of these risks and to proceed promptly and dynamically to make the required decisions and take any corrective measures.

The operation of the Board of Directors is governed by Rules of Operation.

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

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

Convening of General Assemblies

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

Corporate governance

Defines and supervises the implementation of the corporate governance system as per articles 1 to 24 of Law 4706/2020 as in force.

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

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

Strategic planning

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

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

•Monitors the progress of the implementation of strategic directions and objectives and ensures the availability of the necessary resources.

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

Financial statements

Approves the annual and the interim (half-yearly) financial statements and annual reports in accordance with the applicable provisions of Law 4548/2018 and Law 3556/2007. The annual financial statements are submitted to the Ordinary General Assembly for approval. At the same time, it proposes the depreciation to be made in installation expenses, the necessary deductions for the statutory reserve;

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

250

ensures that the annual financial statements, the annual management report and the corporate governance statement, the consolidated financial statements, the consolidated management reports and any consolidated corporate governance statement, as well as the remuneration report of article 112 of Law 4548/2018 are prepared and published in accordance with the provisions of the Law, proposes the dividends to be distributed, ensures the publication provided for in articles 12 and 13 of Law 4548/2018 as in force.

Internal Audit System

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

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

Risk management

•Promptly identifies, evaluates, manages and monitors the risks to which the Company is exposed due to the activity it undertakes. Risks can come either from the internal or external environment.

•Identifies potential risks and develops appropriate protective measures.

•Manages the main risks and periodically reviews them.

•Prepares periodic reports on the progress of the implementation of action plans and measures to mitigate Enterprise Risks.

•Implements effective procedures for early identification, risk assessment, management and response of the Company to them.

•Monitors the evolution of risks and the implementation of risk mitigation measures.

•Implements effective Policies, Procedures and uses appropriate tools to identify, analyze, audit, manage, monitor and mitigate risks.

•Conducts effective training to BoD members and to the Company Managers for the proper management and management of risks in accordance with the requirements of the institutional framework and the Company's internal Policies.

Regulatory compliance

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

•Prepares and carries out a plan of periodic audits per regulatory framework area that has been identified and mapped.

•Prepares periodic reports on the progress of monitoring the requirements of the regulatory framework and the applied management system.

•Ensures the development, update and implementation of the Regulatory Compliance and Anti-Bribery Policy, as well as the related Policies.

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•It is responsible for the training and information of employees through the preparation of targeted educational and informative actions and/or programs as well as the use of information tools.

Internal audit

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

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

•Approves the Rules of Operation of the Internal Audit Unit.

2.1Election and Composition of the Board of Directors

The Company is managed by the Board of Directors, which consists of seven (7) to fifteen (15) members, either natural or legal persons, elected by the General Meeting of Shareholders, who may or may not be Shareholders. In the event that a member is a legal entity, it is required to designate a natural person to exercise the powers of the legal entity as a member of the Board of Directors. This definition is published in accordance with article 13 of Law 4548/2018. The Board of Directors consists of executive, non-executive and independent non-executive Members, in accordance with Law 4706/2020 on corporate governance, as amended and currently in force. The status of the Members of the Board of Directors as executive or non-executive is determined by the Board of Directors. Independent non-executive Members are elected by the Company’s General Meeting of Shareholders or appointed by the Board of Directors in accordance with para. 4 of article 9 of Law 4706/2020, as amended and currently in force and must constitute no less than one-third (1/3) of the total number of Board of Directors Members. If a fraction occurs it is rounded to the nearest whole number. The Members of the Board of Directors are elected by the Company’s General Meeting of Shareholders for a term of four (4) years. Exceptionally, the term of the Board may be extended until the expiry of the period within which the next annual General Meeting must be convened, but in no case may it exceed five (5) years. Members, whether shareholders or not, are always eligible for reelection and may be freely removed.

Immediately after its election, the Board of Directors convenes and forms a body electing from among its members only, the Chairman, one or more Vice-Chairmen, a Chief Executive Officer and one to three Executive Members, while simultaneously defining their respective responsibilities. The Chairman or one of the Vice-Chairmen may also be appointed as Chief Executive Officer. By decision of the Board of Directors, an executive committee may also be established, to which certain powers or duties of the Board of Directors may be delegated. In such cases, the composition, responsibilities, duties and decision-making procedures of the executive committee, as well as any matters concerning its operation, are regulated by the decision of the Board of Directors regarding its formation.

If, for any reason, the position of a Board member elected by the General Meeting of Shareholders becomes vacant, the Board of Directors, as long as the remaining Members are at least three (3) shall elect a temporary replacement. The decision of such election is submitted to the public in accordance with the provisions of article 12 of Law 4548/2018 and is announced by the Board at the next General Meeting, which may replace the elected member(s) even if the relevant matter is not included on the agenda. Acts performed by such temporary members are valid even if their election is not subsequently ratified by the General Meeting. The term of the replacement member expires at the time when the term of the replaced member would have ended. Subject to the following, in the event of the death, resignation or disqualification of a Member, the remaining Members of the Board of Directors may either elect replacement Members for those who have resigned, passed away, or otherwise ceased to

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(Amounts in thousands Euro, unless otherwise stated)

252

hold office, in accordance with the law or continue to manage and represent the Company without replacing the vacant positions, provided that their number exceeds half of the Members prior to the occurrence of the aforementioned events and in any case, such Members may not be fewer than three (3). In any case, the remaining Members of the Board of Directors, regardless of their number, may convene a General Meeting solely for the purpose of electing a new Board of Directors. Specifically, in the event of the resignation, death or otherwise ceasing of holding office of an independent non-executive Member, which results in the number of independent non-executive members falling below the minimum required by law, the Board of Directors shall appoint, as an independent non-executive Member, until the next General Meeting, either an alternate Member, if one exists pursuant to Article 81 of Law 4548/2018, or an existing non-executive Member or a new Member elected as a replacement, provided that they meet the independence criteria set out in para. 1 of Article 9 of Law 4706/2020. Where a decision of the competent corporate body provides for a number of independent non-executive Members exceeding one-third (1/3) of the total number of Board Members and following any replacement, the number of independent non-executive Members falls below the specified threshold, a relevant announcement shall be posted on the Company’s website and maintained there until the next General Meeting.

The Company’s Board of Directors was elected by decision of the Annual General Meeting of Shareholders held on 11.06.2025. The term of office of the Board Members is four (4) years and the composition of the new Board of Directors fully complies with the criteria set forth by Law 4706/2020, as amended by Law 5178/2025, with respect to the participation of the underrepresented gender and Independent non-executive members. It is noted that, at the Annual General Meeting of Shareholders held on 11.06.2025, the Board Members’ Suitability Policy was approved, as updated in accordance with

the provisions of Law 5178/2025.

The Board of Directors was constituted on 11.06.2025 as a fifteen (15)-member body. Following the resignation of the executive member, Mr. Konstantinos Lamprou, on 03.09.2025, it was confirmed that the requirements of Law 4706/2020 and Law 4548/2018 regarding the composition of the Board of Directors continued to be satisfied. Accordingly, in accordance with the provisions of applicable law and the Company’s Articles of Association, it was resolved that the Board of Directors would continue to operate with its existing composition, as follows:

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253

1Vice-Chairman until 11.06.2025

Until 11.06.2025, the date of election of the current Board of Directors and pursuant to the decision of the Annual General Meeting of Shareholders held on 01.07.2021, which elected the composition of the previous Board of Directors, Mr. Spyridon Kapralos held the positions of Vice-Chairman of the Board, Independent Non-Executive Member and Senior Independent Director. Furthermore, in accordance with the same aforementioned decision of the Annual General Meeting of Shareholders and following the reorganization of the Company’s Board of Directors on 28.07.2023, Mr. Dimitrios Antonakos served as a Non-Executive Member of the Board.

During the performance of their duties and their meetings in 2025, the Members of the Board of Directors demonstrated "prudent business diligence", devoted all the time required for the effective management of the Company and acted with integrity, responsibility and good judgment, avoiding actions that could jeopardize the Company's competitiveness or conflict with its interests. They also safeguarded the confidentiality of the information they held and ensured the timely and simultaneous provision of information to all shareholders and interested investors on issues that could affect their decision to carry out any transaction on the Company's shares.

The Board of Directors held twenty-four (24) meetings in 2025.

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

The members of the Board of Directors participated in the meetings as follows:

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(Amounts in thousands Euro, unless otherwise stated)

254

1 Vice-Chairman of the BoD, independent non-executive member, senior independent director until 11.06.2025

2 Executive member until 03.09.2025

3 Non-executive member until 11.06.2025

During the meetings and work of the Board of Directors, the Members were supported by the Corporate Secretary, Mrs. Dimitra Chatziarseniou until 11.06.2025 and subsequently by Mr. Anestis Bakirtzis, who was appointed Corporate Secretary pursuant to the resolution of the Company’s Board of Directors dated 11.06.2025. The curricula vitae of the members of the Company’s Board of Directors are available here https://www.gekterna.com/el/dioikitiko-simvoulio/

Chairman of the Board of Directors

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

The responsibilities of the Chairman of the Board include:

•The coordination and direction of the meetings and the operation of the Board of Directors in general. The Chairman presides over the meetings of the Board, directs its works, is responsible for convening the meetings, ensuring the good organization of the works of the Board, but also the effective conduct of its meetings.

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•The preparation of the agenda of the meetings of the Board of Directors with the support of the Corporate Secretary, based on the needs of the Company and relevant requests from the other Members of the Board of Directors.

•Ensuring effective coordination and unhindered communication among all members of the Board of Directors, as well as between the Company and shareholders – investors so that all Members of the Board of Directors are fully informed about both the internal evaluation of its operation and effectiveness, as well as about its image in its directly related and wider external environment.

•Ensuring that the above communication is based on timely, clear and reliable information to the members of the Board of Directors on all activities and operations of the Company.

•Ensuring the smooth integration of the new members into the Board of Directors and motivating them to have active and meaningful participation in corporate affairs and business decision-making.

•The diligence and responsibility for evaluating the effectiveness of the Board of Directors as well as the Committees that support its work and the proposal of improvement measures in case of identified weaknesses.

Chief Executive Officer

The Chief Executive Officer is the main contributor to the implementation of the Company's policies and strategy. He is responsible for the elaboration and submission of the relevant recommendations to the Board of Directors and the decision-making on issues for which it has been authorized by the Board.

His duties include:

•The supervision of the Company's business and financial policy.

•The proposal to the Board of Directors for the development of the Company's actions in new sectors of activity and markets.

•The participation, as a Member of the Board of Directors, in the strategic decisions of the Company and the suggestion of the guidelines of the strategic and operational planning of the Company.

•The review of the Company's annual budget and the submission of a relevant proposal to the Board of Directors.

•The review of new business plans and investment plans of the Group's companies with the cooperation of the heads of business units and the General Division of Business Development.

•The review of the implementation of the business plans, investment plans and budgets of the Group's companies.

•The establishment and termination of Managing Committees that assist its work.

•The management and coordination of the Company's personnel having the main responsibility for the selection, appointment and periodic evaluation of its general managers and executives based on meritocratic criteria and the degree of effectiveness in their duties and the objectives they undertake to achieve. Optionally and at his discretion, he may also recommend to the Board of

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Directors hiring of executive managers for important positions, the selection and recruitment of whom will be decided by the Board.

•Ensuring the implementation of uniform policies on issues that concern all Group companies.

•Regular communication with the Heads of business units, executive, central and other support functions to provide guidelines, coordinate actions, resolve issues and review the implementation of their business plans and action plans.

•The constant communication with the Company's executives and the responsibility for the management of corporate affairs, in accordance with the Legislation, the Articles of Association, the Corporate Governance Code, the Code of Conduct, the Internal Rules of Operation and the decisions of the Company's Board of Directors.

•The assignment of all or part of the organizational and operational responsibilities of executive or central and support services provided for by the Law and the Articles of Association and/or activities to bodies or managers of the Company or the Group's affiliated companies.

•The audit of the day-to-day operations of the Company and the supervision of how each unit performs its duties.

•The specific responsibilities defined in the Internal Rules of Operation.

•The monitoring and answering to the General Assembly of shareholders about the financial results and profitability of the Company as a whole and per activity.

•The responsibility of representing the Company at the General Assembly of the shareholders of each affiliated company by himself/herself or through their representative.

•The representation of the Company in its relations with Government and other Public Authorities.

Chairman of the Board of Directors and CEO of the Company is Mr. Georgios Peristeris.

Vice Chairman of the Board of Directors (Lead Independent Director)

The Independent Non-Executive Vice-Chairman of the Board of Directors stands in for the Chairman when the latter is absent or unavailable. He also chairs the meetings of the non-executive members of the Board of Directors and monitors and ensures smooth and effective communication between the Committees of the Board of Directors and the Board of Directors itself. He coordinates the non-executive members of the Board of Directors, including independent members, in the fulfillment of their obligations. He is available and attends the General Assemblies of the Company's Shareholders in order to discuss with them corporate governance issues, if they arise. Mr. Spyridon Kapralos served as Independent Non-Executive Vice-Chairman of the Board of Directors and Lead of the Independent and Non-Executive Members until 11.06.2025 and was subsequently succeeded by Mr. Andreas Taprantzis, in accordance with the resolution of the Annual General Meeting of Shareholders held on 11 June 2025.

Non-Executive Vice-Chairman of the Board of Directors

The non-executive vice-chairman of the BoD may exercise administrative responsibilities, as assigned by the Board of Directors, if the Chairman is an executive member of the BoD and is absent or prevented from exercising his duties. Mr. Apostolos Tamvakakis is the Non-Executive Vice-Chairman of the Board of Directors.

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Executive Directors

The Executive Directors are Members of the Board of Directors, appointed by the Board of Directors and their status is not incompatible with any other managerial position. They are senior managers of the Company, with distinguished responsibilities and report to the CEO.

The Executive Directors, within the framework of their administrative responsibilities, following a relevant decision of the Board of Directors, may undertake any specific responsibility and to the extent of the responsibilities assigned to them by the BoD.

Executive Directors are Mrs. Penelope Lazaridou, Mr. Angelos Benopoulos and Mr. Petros Souretis.

Independent non-executive members of the Board of Directors

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

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

1 Independent non-executive member until 11.06.2025

2,3 Independent non-executive member from 11.06.2025

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

* It concerns direct and indirect participation in the Company

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

The Board of Directors and its Committees collectively, as well as the Chairman and the members of the Board individually, are evaluated annually for the effective fulfillment of their duties. In addition to the above, in the context of best practices, the Committee has chosen to expand the scope of evaluation by including the Independent Non-Executive Vice Chairman and the Corporate Secretary. The evaluation process is headed by the Independent Non-Executive Vice Chairman in cooperation with the Remuneration and Nominations Committee.

On 17.01.2025 the process for the assessment of the Board of Directors by its Members for the year 2024 was initiated. The self-assessment was based on responses to assessment questionnaires

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concerning the Board as a whole, its Committees (at a collective level), individual assessments for each Member, as well as the Corporate Secretary.

The Board of Directors was evaluated in the following areas:

•Composition of the Board of Directors

•Organization and Operation of the Board of Directors

•Responsibilities and Oversight of the Company’s Internal Audit System

Regarding the evaluation methodology:

•The Board of Directors (as a whole) was evaluated by its Members.

•Each Committee was evaluated by the Board Members who comprise it.

•The Chairman & Chief Executive Officer, the Vice-Chairman, as well as the other Board Members were invited to conduct self-assessments and to be evaluated by the remaining Board Members.

•The Corporate Secretary was evaluated by the Board Members.

The functioning of the Board of Directors was deemed satisfactory and effective, with an overall average score of 4.65/5.

The following areas for improvement were identified for the Board of Directors:

•Diversity of the Board of Directors, aligning with best practices, e.g., by including more Members of the underrepresented gender in the Board in the future.

Given that the evaluation took place prior to the formation of the new Board of Directors, the relevant recommendations were taken into account, resulting in an increase in the number of female Board of Directors Members from three (3) to five (5).

•Further organization of the functioning of the Board of Directors.

A structured framework has been established for the proper organization of meetings, ensuring the timely and comprehensive briefing of all Board of Directors Members on the matters to be addressed.

From the individual evaluations, it emerges that all members of the Board of Directors, with respect to the individual suitability criteria and their contribution to the collective performance of the Board of Directors, exceeded expectations. In particular, the Chairman and Vice-Chairman enjoy high esteem and trust from the Board of Directors as a whole.

On 05.02.2026 the evaluation process of the Board of Directors, its Committees and its Members for the year 2025 was initiated and is currently ongoing.

3.BoD Committees

The Board of Directors is supported by Committees with either executive duties or an advisory role, but which are of particular importance in its decision-making. These Committees are the following:

3.1Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its supervisory duties regarding (i) the Financial Reporting process, (ii) the internal audit system, (iii) the internal audit, (iv)

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the external audit process, (v) the GEK TERNA Group’s procedures for monitoring compliance with laws, regulations and the Code of Conduct and (vi) the Corporate Governance System. The Committee is established and operates in accordance with all applicable laws and regulations.

Composition

The General Assembly of June 11, 2025, elected the following four-member Audit Committee for a four-year, term, which was constituted as follows:

1.Andreas Taprantzis, Independent Non-Executive Member of the Board of Directors, Chairman of the Committee,

2.Apostolos Tamvakakis, Non-Executive Member of the BoD

3.Athanasios Skordas, Independent Non-Executive Member of the BoD and

4.Nikolaos Kalamaras, third independent person, non-member of the Board of Directors, Member and Secretary of the Committee.

The above composition of the Audit Committee is in accordance with the provisions of article 44 of Law 4449/2017, i.e. all members of the Audit Committee have sufficient knowledge in the fields in which the Company operates. In addition, Mr. Apostolos Tamvakakis and Mr. Nikolaos Kalamaras have demonstrably sufficient knowledge in the field of auditing and accounting and all Members are capable of effectively discharging their duties and responsibilities.

It is noted that, in accordance with the decisions of the General Meeting of Shareholders held on 20 June 2023, the Audit Committee had the following composition until 11.06.2025:

1.Spyridon Kapralos, Independent Non-Executive Member of the Board of Directors, Chairman of the Committee,

2.Apostolos Tamvakakis, Non-Executive Member of the BoD

3.Athanasios Skordas, Independent Non-Executive Member of the BoD and

4.Angelos Tagmatarchis, third independent person, non-member of the BoD

Terms of operation

The Audit Committee meets at least four times a year, with the authority to convene additional meetings if circumstances require in compliance with its action plan to perform the duties and responsibilities assigned to it.

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

All members of the Audit Committee are expected to participate in the meetings, either in person or via teleconference or video-conference. Decisions shall be made by a majority of the members present. The Committee may invite members of the Company's Management, executives of the Company or its

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subsidiaries, or any other person (employee, partner, etc.) to participate in meetings and provide relevant information, where necessary.

The Committee organizes meetings with the external auditors and with the Executive Directors. If required, joint meetings may be held with the Audit Committees of subsidiaries of the Group. Agendas shall be prepared and provided to members in advance, together with appropriate supporting material. Minutes are kept with a full record of decisions and actions on the items discussed.

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

The Audit Committee is periodically evaluated every 3 years. For the year 2024, the Audit Committee’s self-assessment was completed in 2025, with satisfactory results. For the year 2025, the Audit Committee’s self-assessment is in progress, within the framework of the evaluation of the Board of Directors and its Committees.

The Audit Committee's Rules of Operation, approved by the Board of Directors of the Company, are posted at the following link:

https://www.gekterna.com/wp-content/uploads/2024/01/6e1a492de22a3dd8c634af850ae21dcc.pdf

Responsibilities of the Committee

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

•Overseas the drafting process of the financial statements and other financial reporting and where applicable, the preparation of the Company’s sustainability reports, assessing their reliability. It informs the Board of Directors of the results of the statutory audit. It monitors the financial reporting process and submits recommendations or proposals to ensure its integrity.

•Ensures the smooth conduct of internal audit work by providing its support to the competent Internal Audit Unit and periodically evaluating the adequacy and reliability of the methods and procedures used to carry out its work. Its main objective is the early diagnosis and analysis of business risks so that the Board of Directors can react quickly to address them.

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

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

•Regarding the assurance of sustainability reporting, it is noted that the Company has established an ESG Committee by resolution of the Board of Directors and the Company’s organizational structure includes the General Division of Corporate Relations and Sustainable Development. The preparation of the sustainability reports is carried out by the General Division of Corporate Relations and Sustainable Development. Following the drafting phase, the report undergoes an

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official review and approval process by the ESG Committee. After approval and completion of the external assurance phase, as required by the CSRD, the Sustainability Statement is incorporated into the Annual Report and submitted for review and approval to the Audit Committee and the Board of Directors, with the process concluding upon publication of the Group’s Annual Report.

Method of Evaluation

The Committee shall evaluate its work annually. In the context of the annual evaluation of the Board of Directors, the members of the Committee completed a questionnaire relating to this Committee with sections of questions on a) the composition of the Committee, b) its role and responsibilities and c) its organization and operation. The Committee conducts an annual review of its work, a summary report of which is submitted to the Board of Directors. This includes proposals for improving its operation and efficiency.

Activities of the Audit Committee

The Audit Committee met fourteen (14) times in 2025.

1.Member of the Audit Committee until 11.06.2025

2. Member of the Audit Committee from 11.06.2025

The works included meetings with the Internal Audit Unit, the Head of the Financial, Administrative and other Divisions, the Risk Officer, the Compliance Officer, the Certified Auditor of Grant Thornton S.A. Certified Public Accountants and Business Consultants, directors of the parent and subsidiary companies. The Chairman of the Audit Committee informs the Board of Directors at most of its meetings about the work of the Committee or important issues that arise.

More specifically, the activities of the Audit Committee are summarized in the following points:

Financial reporting

• The Committee examined and evaluated the adequacy and effectiveness of all policies, procedures and safeguards of the Company regarding, on the one hand, the internal audit system and, on the other hand, the assessment and management of risks, in relation to financial reporting, of the audited entity and, where applicable, the preparation of the Company’s sustainability reports.

•The Committee proposed to the Board of Directors the renewal of the audit firm Grant Thornton S.A. Certified Public Accountants and Business Consultants and the amount of their remuneration,

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taking into account a) the existing good cooperation with the audit firm for 8 consecutive years, b) the contribution of this audit firm to the upgrading of the quality and integrity of financial information and c) the absence of threats that would alter the independence of judgment of the specific audit firm in relation to the Company.

•During the 2026 financial year, the Audit Committee will carry out the procedures for the appointment of the auditors for the 2026 fiscal year, as well as the selection process for the appointment of a new audit firm for the 2027 audit, in accordance with EU Regulation 537/2014, which limits the maximum duration of an audit engagement to ten (10) years.

•The Committee contacted regularly the Certified Auditors who participated in four (4) meetings of the Audit Committee in 2025 - in order to inform them about the planning, the development of the statutory audit of the Company's and the Group's financial statements and where applicable, the outcome of assurance on the submission of sustainability reports and received the supplementary audit report of article 11 of Regulation 537/2014. The Committee was informed about the findings (Key Audit Matters) and the results of the audits and discussed them with the Certified Auditors.

•The Committee was informed about the following sections, during the planning of the audit of the Financial Statements for the year 2025 by the Certified Public Accountants of the company:

-Areas of audit interest

-Audit Risks

-Highlights

-Audit Plan

-Audit approach

-Independence

-Use of specialist work

More specifically, the areas of audit interest for the financial year 2025 that were discussed and analyzed are the following: a) Management override of controls, b) revenue recognition from (i) construction contracts, (ii) concession agreements and (iii) revenue from the sale of thermal energy, c) impairment of non-current assets, d) hedge accounting, e) assessment of the recoverability of receivables.

The Committee held meetings with the Chief Financial Officer of GEK TERNA and was briefed on the significant amounts of the annual and interim half-yearly Financial Statements for the year 2025, on the significant changes compared to the previous period and about the following issues:

−The evaluation of the use of the going concern assumption,

−the significant judgments, assumptions and estimates in the preparation of financial statements,

−the valuation of assets at fair value,

−the assessment of the recoverability of assets,

−the accounting treatment of acquisitions,

−the adequacy of disclosures about the material risks faced by the Company,

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−the significant transactions with related parties,

−any unusual transactions and

−the important accounting policies.

•The Committee monitored the drafting process by the Group's Financial Management of the interim and annual financial statements of the Company and the Group, which were prepared in accordance with the applicable accounting standards.

•The Committee reviewed the annual and interim half-yearly financial statements of the Group and the Company, as well as the content of the Audit Report of the Certified Auditors prior to their recommendation for approval by the Board of Directors and received the necessary assurances regarding the completeness and consistency of these statements, in relation to the information that has been brought to its attention.

•The Committee pre-approved all non-audit services provided by Grant Thornton S.A. Certified Public Accountants and Business Consultants in 2025 and the aggregated total remuneration of non-audit services provided for the year 2025. The Committee considered that the work carried out and the remuneration of the commissioned non-audit services did not jeopardize the independence or objectivity of the Certified Auditors.

The Committee examined the independent status of the Certified Auditors in the following ways:

1.Completion of a predetermined list of questions based on Law 4449/2017 – Article 21,

2.Monitoring non-audit work and

3.Supplementary report received by the Statutory Auditor (pursuant to Article 11 of EU Regulation 537/2014)

•Was informed through letters of the Hellenic Capital Market Commission, including Remarks, clarifications and recommendations regarding the actions of listed companies in view of the publication of the Annual Financial Reports as at 31.12.2025, regarding the Evaluation of the Internal Audit System pursuant to Decision No. 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission and regarding the actions of listed companies for the preparation of Sustainability Reports for the financial year 2025.

Activities of the Internal Audit Unit

•The Committee collaborated and cooperated constantly throughout the year with the Internal Audit Unit of the Company, providing the appropriate instructions for carrying out the internal audit work by subject and priority. The Internal Audit Unit participated in 13 meetings of the Audit Committee in 2025.

•The Committee received from the Internal Audit Unit all audit reports produced during 2025. The Audit Committee reviewed and commented on all audit reports during its meetings. In addition, during 2025, the Internal Audit Unit carried out additional important works and other actions for the organization of the Internal Audit Unit and the evaluation of the Corporate Governance System. Regarding the Corporate Governance System of GEK TERNA, the Internal Audit Unit supported the work of the evaluator in assessing the internal audit system in the context of the issuance of a new bond loan. These activities were completed during 2025 and covered the period from 01.01.2023 until 31.07.2025. In addition, it supported the evaluator’s work for the assessment of the Corporate

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Governance System and the Internal Audit System for the period from 01.01.2023 until 31.12.2025. These activities were completed in March 2026.

•The Committee discussed the findings as well as the conclusions and relevant recommendations with the Head of the Internal Audit Unit of the Company. Where necessary, a meeting was set up, in which the Audit Committee, the head of the Internal Audit Unit, the head of the department / project that was audited and, where applicable, the heads of other departments, who participated in the audit, participated.

•Throughout the year, the Committee monitored the progress of the audit activities of the Internal Audit Unit and the operation of the Unit in general.

•The Committee received the annual report of the work of the Internal Audit Unit for the year 2025.

•The Committee reviewed and approved the audit plan for 2026 by the Internal Audit Unit.

•The activities of the Internal Audit Unit are carried out across all subsidiaries of the Group, in accordance with the risk assessment.

•The Committee carried out the annual evaluation of the Head of the Internal Audit Unit and the Internal Audit Unit.

•Based on the above, the Committee considered the adequacy and performance of the Head and the Internal Audit Unit as satisfactory.

Risk Management Unit

➢Monitoring and Audits

The compliance with the Group's audit framework is monitored through a range of methods and procedures including, but not limited to, assessments, management information, reports and other monitoring activities at company level, project visits and financial audits.

➢Staff training

The Risk Management Unit (RMU) designed a training program on risk management issues, in compliance with the requirements of the institutional framework and the Company's internal policies. Specifically, during the year, training material on introductory Risk Management topics (with duration of one hour) was prepared, which is addressed to the following:

❖members of the Board of Directors in the context of training upon holding duties and during their term of office, to ensure compliance with the provisions of the Suitability Policy of the members of the Board,

❖executives of top / senior management,

❖competent executives from the 1st line units.

The purpose of this training material was to train participants on the basic principles, governance, classification and methodology of risk management. The training material attempted to familiarize the recipient with basic concepts of the risk management framework and strengthen the culture of risk perception, while presenting both the risk register and a model of risk formulation and safeguards.

RMU maintains regular communication with the Internal Audit Unit (IAU) on risk management issues, including providing information in the context of the preparation of the annual audit plan by the IAU

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based on the risk based approach, with the aim of ensuring the limitation of overlap of work between them.

In addition, the IAU notifies the RMU of the internal audit reports, which highlight weaknesses and therefore constitute a key factor in update/revision of the risk registry.

During the fiscal year 2024, the Audit Committee recommended that an assessment of the Risk Management Unit should be conducted by an external evaluator. The work was carried out in early 2025, the results were communicated to the Audit Committee, the Risk Management Officer and the company's Management, was positively assessed, confirming the adequacy and effectiveness of the operation of the Risk Management Unit.

Monitoring of Key Risk Indicators (KRIs) / Key Performance Indicators (KPIs)

Key Risk Indicators (“KRIs”) are indicators used by the Company to manage current and potential exposure to various categories of risks (e.g., operational, financial, reputational, etc.)

The Risk Management Unit has initiated further development and adoption of KRIs in order to effectively monitor risks.

Key Performance Indicators (“KPIs”) are defined to facilitate the effective supervision and assessment of the Risk Management Unit’s performance and are communicated to the Board of Directors and Management through regular reports.

Compliance Unit

Report of actions and Compliance Plan of the previous year.

➢During the year 2025, the following actions were affected:

•Recertification and continuation of the Company’s Management System certification by an external body for the ISO 37001:2016 and ISO 37301:2021 standards.

•Inspections of the Compliance Unit at the Company's headquarters, where the Group Divisions were inspected.

•Inspections at subsidiaries and construction sites of important Group projects

•Training through asynchronous training, e-learning platform and briefing of all Group staff on Compliance issues and the Code of Conduct and Policies.

Staff training focused on the following topics:

oConflict of interest

oCorruption and Bribery

oWorkplace bullying, mobbing, violence in the workplace

•Week of celebration "Corporate Compliance and Ethics" with a course on the LMS training platform, in an escape room format with progressively challenging questions to assess understanding of core Regulatory Compliance concepts and the Company’s applicable Procedures. Trainees who successfully completed the course with a 100% score received a Certificate of Excellent Performance.

•As part of raising awareness and educating all personnel on regulatory compliance and business ethics matters, a booklet was issued covering regulatory Compliance, Anti-

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Corruption & Bribery and the Code of Ethics and Conduct. The booklet was distributed via e-mail to all Group employees and uploaded to the training platform. Additionally, printed copies were provided to employees at construction sites as well as at the Company’s headquarters.

•Update of the following Policies:

oCompliance and Anti-Corruption & Bribery Policy

oGift Policy

oConflict of Interest Policy

oReporting Policy

oIn accordance with the Group's revised Sponsorship and Donations Policy, the Regulatory Compliance Officer has been designated as the co-approver of sponsorship and donations requests.

•Participation of the Regulatory Compliance Unit in specialized conferences:

o8th Compliance Conference ASCO | Shaping a Responsible & Resilient Future

o13th Annual European Compliance & Ethics Conference 2025

•Meeting of the Regulatory Compliance Officer with the Regulatory Compliance representatives of the Group’s subsidiaries.

➢Revision of the Management System Procedures carried out in 2025:

In 2025, the following Procedures were revised: COCS-SOP 010 Reporting Procedure, COCS-SOP 011 Due Diligence Procedure for Suppliers and Partners and COCS-SOP 015 Due Diligence Procedure for Personnel.

A Risk Assessment Study has been prepared for Bribery and Regulatory Compliance issues and the risks have been assessed.

The areas where bribery risks have been identified are:

•Relations with banks

•Evaluation of investment programs

•Property management

•Choosing a partner

•Proposals for new projects – participation in competitions

•Relations with authorities

•Donations and Sponsorships

•Joint ventures

•Information Security

•Resource Management and Company Property

•Personnel Management

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•Financial Management

•Contract Management

The areas in which risks for Compliance issues have been identified are the following:

•Legislation Management

•Corporate Governance

•Environment

•Labor

•Personal Data

•Tax

•Banks/investment funds

•Contracts

Each risk is assessed based on the possibility of occurrence and the severity of its effects. For each risk, the preventive measures that are implemented and which limit the occurrence of specific identified hazardous events.

The RCU (Regulatory Compliance Unit) informed the Compliance Committee, the Internal Audit Unit (IAU), the Audit Committee and the Board of Directors regarding the findings of the internal audits, which fall within the perimeter of responsibility of the RCU and its Action Plan.

➢Monitoring Indicators

Within the framework of implementing the Code of Ethics and Conduct and the Regulatory Compliance and Anti-Bribery System applied by the Company, performance indicators are monitored in areas such as Regulatory Framework, Employee Training, Management of reported incidents, Implementation and adherence to Policies and Procedures, Audits of subsidiaries etc.

Internal Audit System

•The Audit Committee received the detailed and concise evaluation report of the Internal Audit System (IAS) of GEK TERNA (see section 6.3 below).

•The Chairman of the Audit Committee sent the brief evaluation report of the Internal Audit System (IAS) of GEK TERNA to the Hellenic Capital Market Commission, within the deadline provided by the Regulatory Framework.

•The Audit Committee discussed and monitored the compliance with Law 4706/2020 on Corporate Governance and the relevant circulars of the Hellenic Capital Market Commission (Internal Audit System).

•The Audit Committee monitored the implementation of the Group's commitments to sustainable development and corporate responsibility, as the latter promote social welfare, protect the environment and constitute the only sustainable business practice.

•The Audit Committee was briefed on the work carried out by the ESG Committee on ESG issues.

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•The Audit Committee selected the Independent Evaluator for the evaluation process of the Group’s Risk Management Unit.

•The Audit Committee monitored the work of the evaluation process of the Corporate Governance System based on Law 4706/2020.

•Received the Corporate Governance System Report of GEK TERNA Company under Law 4706/2020. (see section 6.3 below).

The Audit Committee constantly informed the Board of Directors of the Company about its activities.

Sustainable development

The Group's approach to Sustainable Development is based on dialogue between the interested parties, as well as the identification and regular evaluation of the most important economic, social and environmental impacts of its activities. It aims to enhance positive impacts and reduce negative ones, through best practices, sustainable initiatives and reliable partnerships, aiming at continuous improvement for the benefit of shareholders, investors, employees and society.

The Unit responsible for the development and the revision of this policy is the General Division of Corporate Relations and Sustainable Development.

Other important issues

•The Audit Committee drafted and presented to the Board of Directors the activities for the first semester of 2025 and for the whole year 2025.

•The Audit Committee drafted and presented to the General Assembly of shareholders the activities for the year 2024.

•The Audit Committee updated its Rules of Procedure and submitted them for approval by the Board of Directors. The updated Rules of Operation are posted on the Company’s website.

•The Audit Committee carried out activities in connection with the issuance of the new bond loan of GEK TERNA, in collaboration with the Internal Audit Unit, the Finance Department, the General Division of Financial Services, company management and external partners, as required by the Regulatory Framework.

•The Audit Committee met with other executives of the Company and its subsidiaries to discuss important issues of the Group (the Regulatory Compliance Officer of GEK TERNA, the Risk Management Officer of GEK TERNA, the Chief Financial Officer of GEK TERNA, the Head of Accounting of GEK TERNA, the Head of ESG issues - (ESG and CSR Manager) of GEK TERNA, the Corporate Governance Officer of GEK TERNA, the Head of the General Division of Administrative Services of GEK TERNA, the IT Director of GEK TERNA, the Chief Information Security Officer (CISO), the General Technical Director of TERNA and from TERNA MAG.

3.2Executive Committee

The Executive Committee assists the Board of Directors in matters of day-to-day management of corporate affairs and contributes to the smooth and efficient operation of the Company. The role of the Executive Committee is important for achieving intra-company information, coordinating the work of the divisions and supporting the CEO in the implementation of the Company's day-to-day operations. The Executive Committee is responsible for the implementation of its strategic plan of the Company, which is determined by the Board of Directors.

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Committee Composition

The Executive Committee consists of six (6) senior managers of the Group and has the following composition:

1.Georgios Peristeris, Chairman of the Board of Directors and CEO, Chairman of the Committee

2.Penelope Lazaridou, Executive Director, Executive Member of the BoD

3.Angelos Benopoulos, Executive Director, Executive Member of the BoD

4.Petros Souretis, Executive Director, Executive Member of the BoD

5.Emmanouil Moustakas, Executive Member of the BoD

6.Georgios Perdikaris, non-member of the BoD, Management Consultant

The CEO is appointed as Chairman of the Committee, who proposes to the Board of Directors the members of the Committee. The term of office of the Executive Committee is equal to the term of office of the BoD, i.e. until 11.06.2029 and until the election of a new Committee. In case of resignation or withdrawal of members, the Executive Committee proposes to the Board either their replacement or the continuation of the operation of the Committee with the remaining members. The Executive Committee is supported in its work by the Corporate Secretary. Company executives may participate in the Committee's meeting, depending on the subject of the Committee, if their participation is deemed necessary for the effective operation of the Committee. The role of these executives is to carry out studies, make suggestions or provide clarifications on matters discussed in the Committee and they do not have voting rights in the decision-making process.

Terms of Operation

The Committee shall meet upon invitation of its Chairman. The invitation shall set the agenda, place and time of the meeting. Any member of the Committee may request that it be convened to discuss specific issues. Members of the Committee shall receive the items on the agenda promptly before the day of the meeting. Meetings shall be held either physically or remotely by means of any technology enabling discussion or written exchange of views. The Committee appoints as secretary the Corporate Secretary, who keeps the minutes of the meetings. The minutes of the meetings of the Committee shall be signed by all members present at the meeting. The Secretary of the Committee is responsible for collecting material and information that is useful or necessary for the work of the Committee and cooperates with the Chairman of the Committee on the items on the agenda. The Secretary of the Committee shall keep a record of the minutes diligently and in a safe place. Should she cease to support the Committee for any reason, she shall hand over the minutes to her replacement diligently and protocol of delivery and receipt shall be executed. The Executive Committee shall submit to the Board of Directors an activity report on a quarterly basis. The Executive Committee may also submit interim activity reports if this is required for the smooth operation of the Company.

Responsibilities of the Committee

•Management of the Company's day-to-day operations.

•Representation of the Company judicially and extra judicially, with the possibility of further authorization to third parties, generally or for specific acts.

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•Acquisition, establishment or transfer of rights in rem over movable (excluding securities) and contractual or real estate rights in movable and immovable property in exchange for up to the amount of Euro Twenty Million (20,000,000 euros) per contract.

•Approval of the acquisition, establishment or transfer of rights in rem in movable (excluding securities) by or to subsidiaries and of contractual or real estate rights in movable and immovable property of subsidiary companies.

•Provision of credit, guarantees or financial support to companies consolidated with GEK TERNA S.A. up to the amount of Euro Twenty Million (20,000,000 euros) per case.

•Undertaking or awarding as well as termination of service contracts in exchange for up to five million euros (5,000,000 euros) per contract. In the case of ongoing contracts, this amount shall be calculated on an annual basis.

•Participation in tenders, public or private, PPPs and/or concessions, as well as in public or private, high or low bidding auctions, regardless of budget.

•Provision of Technical and Professional Capacity to other legal entities for participation in public or private tenders, PPPs and/or concessions, as well as in public or private, high or low bidding auctions, regardless of budget.

•Sponsorships or donations in favor of third parties up to the amount of Euro Fifty Thousand (50,000 euros) per case. Commencement/abolition of construction sites, branches or other facilities of the Company in Greece and abroad.

•Acquisition or transfer of any kind of vehicles or construction machinery, either by ownership or leasing. Opening or closing bank accounts.

Method of Evaluation

The Committee shall evaluate its work annually. In the context of the annual evaluation of the Board of Directors, the members of the Committee completed a questionnaire concerning this Committee with sections of questions on a) the composition of the Committee, b) its role and responsibilities and c) its organization and operation. The Committee conducts an annual review of its work, a brief report of which is submitted to the Board of Directors. This includes proposals for improving its operation and efficiency.

Activities of the Executive Committee

The Executive Committee met 15 times within 2025.

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The agenda of the meetings mainly included the approval of the Company's participation in project tenders, the purchase of properties, the granting of powers of attorney for corporate matters, the modification of the validity of letters of guarantee and the provision of corporate guarantees in favor of subsidiaries of GEK TERNA S.A.

3.3Nominations and Remuneration Committee

The Nominations and Remuneration Committee (N and RC or the Committee) operates as an independent and objective body, which transparently assists the Board of Directors and has as its main purpose:

a) to assist the Board of Directors by recommending to it persons suitable for becoming member of the Board of Directors based on the principles and criteria provided for in the Suitability Policy and

b) formulating a proposal for the preparation and periodic review of the Remuneration Policy, examining the information in the Company's Remuneration Report, providing a relevant opinion and formulating proposals regarding the remuneration range of persons governed by the Remuneration Policy. The above proposals/opinions of the Committee are submitted to the Board of Directors, who then decide on these issues or make recommendations to the General Assembly, where required.

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

The Rules of Procedure of the Remuneration Committee, approved by the Board of Directors of the Company, are posted at the following link:

Rules of Procedure of the Nominations and Remuneration Committee

Committee Composition

The composition of the Nominations and Remuneration Committee until 11.06.2025 is the following:

1.Spyridon Capralos, Independent Non-Executive Member of the BoD, Chairman of the Committee

2.Apostolos Tamvakakis, Non-Executive Member of the BoD

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3.Katerina Delikoura, Independent Non-Executive Member of the BoD

4.Sofia Staikou, Independent Non-Executive Member of the BoD

5.Athanasios Skordas, Independent Non-Executive Member of the BoD

On 11.06.2025 the Nominations and Remuneration Committee was reconstituted and its composition is as follows:

1.Athanasios Skordas, Independent Non-Executive Member of the BoD, Chairman of the Committee

2.Apostolos Tamvakakis, Non-Executive Member of the BoD

3.Katerina Delikoura, Independent Non-Executive Member of the BoD

4.Sofia Staikou, Independent Non-Executive Member of the BoD

Terms of operation

According to its Rules of Procedure, the Committee meets at least three (3) times a year and whenever circumstances require.

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

Meetings are held either in person or remotely, through any technology that enables discussion and/or written exchange of views. A member of the Committee may authorize another member in writing to represent him/her at a particular meeting and to vote on his/her behalf on the items on the agenda. No member may represent more than one other member of the Committee.

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

The minutes of the meetings are kept by a person appointed by the Chairman of the Committee as secretary/technical advisor, who, in addition to keeping the minutes of the meetings, undertakes the role of technical support and coordination of the work of the Committee, as well as the organization, assignment and preparation of studies carried out either internally or by assignment to external consultants. Legal support in the work of the Committee may be provided either by the Corporate Secretary, who is required by the Company's Internal Rules of Operation to be a lawyer, or by another lawyer of the Group.

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

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

The Committee shall carry out an annual review of its works, a brief report of which it submits to the Board. This includes proposals to the Board of Directors for improving its operation and efficiency.

Responsibilities of the Committee

The Committee researches and selects suitable candidates for election to the Board of Directors of the Company. The Committee determines the eligibility criteria of the members of the Board of Directors, in order to ensure individual and collective suitability. It prepares and updates the Suitability Policy, which it submits to the Board of Directors for approval. The Suitability Policy is then approved by the General Assembly when required.

The Committee seeks, features and proposes suitable candidates for election in the Board of Directors in accordance with the criteria set by the Company in its Suitability Policy, following the process of recruitment/selection of senior managing personnel and the process of appointment of senior managers and provision of authorizations.

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

The Committee shall make proposals to the Board of Directors regarding the Remuneration Policy or its revision. The Committee ensures that the Company has a clear, objective, well-documented and transparent Remuneration Policy in accordance with applicable legislation and is consistent with the Company's business strategy, market conditions, profile and risk “appetite” and does not encourage excessive and short-term risk-taking. In this context, the Committee formulates proposals to the Board of Directors regarding the range of remuneration of persons falling within the scope of the remuneration policy, in accordance with article 110 of Law 4548/2018 and regarding the remuneration of the Company's executives and in particular the head of the internal audit unit and makes a relevant proposal to the Board of Directors, which decides on them or proposes to the General Assembly, where required.

The Committee monitors the implementation of the Remuneration Policy. The Committee examines the information included in the final draft of the annual remuneration report, providing an opinion to the Board of Directors before its submission to the General Assembly.

The Committee examines and submits proposals to the Board of Directors regarding stock option plans, share bonus programs, additional retirement benefit programs and any other long-term reward programs. Monitors the achievement of goals set in the programs and confirms the vesting of rights and shares.

Method of Evaluation

The Committee evaluates its work annually. In the context of the annual evaluation of the Board of Directors, the members of the Committee completed a questionnaire concerning this Committee with sections of questions on a) the composition of the Committee, b) its role and responsibilities and c) its organization and operation. The Committee submits annually a brief report of the review of its activities to the Board.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

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Activities of the Committee

For the period 01.01.2025 to 31.12.2025 the Nominations and Remuneration Committee met seven (7) times with the following composition:

The issues handled by the Committee are analyzed below:

•EVALUATION OF BOD

On 17.01.2025 the evaluation process of the Board of Directors from its members for the year 2024 began. The evaluation of the Board of Directors was carried out through the collection of responses via a digital platform, based on questionnaires approved by the Committee for the Board of Directors as a whole, its Committees (at a collective level), individually for all Members, as well as the Corporate Secretary. Subsequently, the respective Evaluation Results Reports were prepared. On 29.08.2025, the overall Evaluation Results Report was submitted to the Board of Directors and subsequently the individual reports to the members of the Committees and the Board of Directors Members, respectively. The Evaluation Results Reports include both detailed and aggregated results, highlighting areas of strength as well as areas requiring improvement.

In December, in view of the start of the Board of Directors self-assessment for 2025, the Nominations & Remuneration Committee reconfirmed the evaluation parameters and updated the questionnaires.

On 05.02.2026 the evaluation process of the Board of Directors, its committees and its members for the year 2025 began.

•COMPOSITON OF BOD

In the context of the annual suitability and diversity audit, which was carried out and in view of the upcoming expiry of the term of the Board of Directors, the Nominations and Remuneration Committee, in accordance with its responsibilities, initially proceeded with the evaluation of the existing composition of the Board of Directors, pursuant to Law 4706/2020, as amended by Law 5178/2025 regarding gender balance in senior management positions of listed companies and subsequently submitted a proposal for a new Board of Directors.

With regard to the composition of the Board of Directors, the following were identified:

a) the number of independent non-executive members specified by law (1/3 of the total number of BoD members) is covered,

b) during the annual audit of compliance with the independence criteria set out in para. 1 of article 9

of Law 4706/2020, it was determined that the independent non-executive vice-chairman, Mr.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

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Kapralos, completed nine (9) financial years of service on the Board of Directors as at 31.12.2025, which constitutes the maximum term of office for independent non-executive members. It is noted that 21 May 2025 was the date of the Board of Directors meeting at which the annual review of compliance with the independence criteria of the independent Board of Directors members was conducted.

c) regarding gender representation, as defined by the recent amendment pursuant to Law 5178/2025, the current composition of the Board of Directors falls short by two (2) female members, however, the requirement for at least one (1) female Executive Member is met.

The Nominations and Remuneration Committee also carried out the annual review of (a) conflicts of

interest and (b) related party transactions involving financial instruments. No findings arose from

either review.

Furthermore, within the scope of its responsibilities, the Committee proceeded with the evaluation of the existing members.

For the executive members, it was reconfirmed that they possess adequate knowledge and skills, sufficient practical and professional experience, having held positions of responsibility for many years, with deep understanding of corporate matters, a collaborative mindset, outward-looking perspective and meaningful contributions to business development within the scope of their respective roles. These are individuals who enjoy high regard from the Company’s executives and workforce, as well as from partners, clients and suppliers, serving as a point of reference and example through their integrity, values, consistent conduct and contributions to the Group, actively enhancing the work of the Board of Directors through their presence and participation.

The non-executive, independent and non-independent members of the Board of Directors meet the individual criteria set by the Suitability Policy, namely adequacy of knowledge and skills (see attached Board Member profile table). They are professionals with extensive experience and proven ability to form objective judgments on all corporate matters and they possess international experience, thereby promoting the functioning of the Board of Directors in accordance with international best practices.

All Members of the Board of Directors are distinguished by their good reputation and integrity, qualities that were taken into account at the time of their initial election. Their honesty and ethical conduct continue to serve as a guarantee of their professional and personal probity.

The Committee held a series of working meetings to compile a list of potential candidates for the new Board of Directors, with the appropriate qualifications and experience and meeting the individual suitability criteria set out in the Suitability Policy, in order to proceed with the proposal for the new Board composition. Ultimately, two candidates were considered for the positions of independent non-executive members of the Company’s Board of Directors. Based on the candidate’s curricula vitae, interviews, verification of required information and confirmation of their availability, the Committee concluded that these are suitable candidates for the Board of Directors, capable of contributing with their knowledge and experience.

The Nominations & Remuneration Committee, in order to satisfy the above and taking into account the optimal functioning of the Board of Directors, proposed a fifteen (15) member Board of Directors, in accordance with the Company’s Suitability Policy and applicable legislation, for approval by the Board of Directors and subsequently for approval by the General Meeting:

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Additionally, the Committee submitted recommendations to the Board of Directors, for election by the General Meeting:

a) the establishment of a four-member Audit Committee with a four-year term and

b) the establishment of the Nominations and Remuneration Committee with a four-year term.

Above recommendations were approved by the Ordinary General Meeting on 11.06.2025.

•SUITABILITY POLICY

Within the framework of Law 4706/2020 on Corporate Governance and in accordance with article 3 of the aforementioned law, the Company is required to have a Suitability Policy for the members of the Board of Directors, which sets out the principles regarding the selection or replacement of Board of Directors Members, the criteria for assessing the suitability of members and the inclusion of diversity criteria, in accordance with the guidelines published on 18.09.2020 in the relevant circular issued by the Hellenic Capital Market Commission.

The Members of the Nominations and Remuneration Committee proceeded with the updating of the Suitability Policy to ensure compliance with the requirements of applicable legislation, as amended by Law 5178/2025. The Policy, after its approval by the Board of Directors, was also approved by the Ordinary General Meeting of Shareholders on 11.06.2025.

•TRAINING OF BOARD OF DIRECTORS MEMBERS

The Committee attributes great importance to the continuous information and training of the members of the Board of Directors. For this reason, the Committee provides the members of the Board of Directors with informative seminars by specialists, along with educational presentations on various topics.

The members of the Board of Directors were trained on issues about Corporate Governance, Artificial Intelligence, Personal Data Protection and Risk Management.

•REMUNERATION

The Remuneration Report for the fiscal year 2024 prepared in accordance with the Remuneration Policy was reviewed and it was found that the remuneration is within the approved limits. The Remuneration Report formed part of the Corporate Governance Statement in the Annual Financial Report for the fiscal year 2024 and was discussed at the Ordinary General Meeting of Shareholders.

Within the framework of its responsibilities, the Nominations and Remuneration Committee submitted recommendations to the Board of Directors regarding the remuneration of the Head of the Internal Audit Unit and the new third independent member of the Audit Committee.

•SHARE BONUS PROGRAM

The Share Bonus Program, which was adopted by the decision of the General Meeting of Shareholders on 20.06.2023 and approved by the Board of Directors on 18.01.2024 with respect to its terms and beneficiaries of the Program, is monitored periodically and audited annually.

In this context, in collaboration with the General Division of Financial Services and the Financial Services Division of the Company and the Lead of Shareholder Services & Corporate Announcements, the relevant documentation was collected for the safeguarding of rights corresponding to the targets achieved until 2024.

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3.4Investment Committee

The Investment Committee is established by the Board of Directors. Its main role is to help ensure that new investments are aligned with the Company's objectives and have a benefit to the Company.

Composition

The composition of the Investment Committee is as follows:

1.Georgios Perdikaris, non-member of the BoD, Advisor to the Management, Chairman of the Committee

2.Apostolos Tamvakakis, Vice-Chairman of the BoD, Non-Executive Member of the BoD

3.Penelope Lazaridou, Executive Director, Executive Member of the BoD

4.Emmanouil Moustakas, Executive member of the BoD

5.Petros Souretis, Executive Director, Executive Member of the BoD

Terms of operation

The Committee shall meet following an invitation of its Chairman. The invitation shall set the agenda, place and time of the meeting. Meetings shall be held either in person or remotely by means of any technology enabling discussion or written exchange of views.

In order for a decision to be made, a quorum of 80% of the members of the Committee is required to be present in person either at the meeting place or elsewhere using conference technologies. Decisions of the Committee shall be made by unanimity of its members present or represented. The Committee appoints a Secretary, who keeps the minutes of the meetings or is assisted by the Corporate Secretary or other lawyer of the Company.

Responsibilities of the Committee

•The Committee ensures that new investments are in line with the approved strategy of the Company or that they constitute new decisions, which the Board of Directors approves. Specifically, all Committee decisions for investments over 10 million euros are forwarded to the Board of Directors for approval, as well as strategic investment decisions which are not included in the Company's approved strategy, regardless of the amount. For investments approved by the Committee up to 10 million euros, the Committee recommends their approval to the Chief Executive Officer, who makes the final decision.

•Evaluation of the return on implemented investments.

•Monitoring the Company's performance per business activity in achieving goals.

•Examination of new investments and submission of a relevant proposal to competent bodies of the Company / the Board of Directors of the Company regarding:

-the capital adequacy of the Company for the implementation of the investment,

-assessing the business risks associated with implementation of every investment proposal,

-the documentation of its feasibility and confirmation that the implementation is part of the approved strategy of the Company or leads to the development of new market segments

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•The Committee examines partnerships of subsidiaries aimed at establishing new companies or joint ventures of strategic importance with third parties, mergers and acquisitions of companies.

Method of Evaluation

Activities of the Committee

During 2025 the Committee met six (6) times.

3.5Regulatory Compliance Committee

The Regulatory Compliance Committee consists of at least three (3) members.

The following members of the Compliance Committee participate therein:

•Up to two (2) independent non-executive members of the Company's Board of Directors

•Regulatory Compliance Officer (RCO)

•A lawyer

Composition

At the Board of Directors meeting held on 11.06.2025, the composition of the Regulatory Compliance Committee was established as follows:

1.Athanasios Skordas, Independent Non-Executive Member of the BoD, Chairman of the Committee.

2.Aikaterini Delikoura, Independent Non-Executive Member of the BoD

3.Dimitrios Antonakos, Regulatory Compliance Officer

4.Ioannis Kourniotis, Head of the Legal Department

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In the period preceding the Board of Directors decision of 11.06.2025, the Regulatory Compliance Committee had the following composition, in accordance with the Board of Directors of the Company decision:

1.Athanasios Skordas, Independent Non-Executive Member of the BoD, Chairman of the Committee.

2.Aikaterini Delikoura, Independent Non-Executive Member of the BoD

3.Dimitrios Antonakos, Non-Executive Member of the BoD, Regulatory Compliance Officer

4.Dimitra Chatziarseniou, Head of the Legal Department

Terms of operation

The Committee shall meet when convened by its chairman, who shall determine the agenda, place and time of the meeting. Meetings shall be held either in person or remotely by means of any technology enabling discussion or written exchange of views.

The Committee appoints a Secretary, who keeps the minutes of the meetings or is assisted by the Corporate Secretary or other lawyer of the Company.

Duties and Responsibilities of the Committee

•Ensuring compliance of the Company and the Group with regulatory provisions and approved Policies and Procedures regarding compliance.

•Evaluation of inspections by regulatory authorities and important findings by the Regulatory Compliance Unit, with the aim of optimally dealing with them.

•Information on the reports / complaints made by employees, suppliers and customers on issues of the Code of Conduct and the applied management system through the Regulatory Compliance Officer.

•Information on issues of named or anonymous complaints from employees, suppliers, customers and the result of their handling.

•Information on mediation issues or amicable settlements and out-of-court settlements with employees, suppliers and customers.

•Recommending actions to deal with complaints where necessary and monitoring of the implementation and effectiveness of actions.

•Protection against retaliation against employees, suppliers and customers who make complaints.

•Informing the Executive Management about incidents of complaints.

•Preparation of reports to Senior Management on a systematic basis.

•Participation in risk assessment regarding issues of regulatory compliance, corruption and bribery in existing and new activities of the Company.

•Evaluation of results of internal inspections by the Regulatory Compliance Officer.

•Assessing the effectiveness of audits for regulatory compliance, corruption, bribery, fraud, collusion and obstruction of investigation.

•Providing clarifications on issues related to the Code of Conduct.

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•Participation in the updating of the Code of Conduct and related Policies.

•Participation in the training and monitoring of the staff training program on issues of regulatory compliance, corruption and bribery, fraud, collusion and obstruction of investigation.

•Participation in the planning of actions to raise awareness and inform staff on issues related to the Code of Conduct.

•Recommending actions to the Senior Management that will improve the Company's performance on regulatory compliance, corruption and bribery, fraud, collusion and obstruction of investigation.

•Information on Regulatory Compliance issues of the Group's subsidiaries.

Method of Evaluation

The Committee shall submit annually a brief report of the review of its work to the Board.

Activities of the Committee

During 2025 the Committee met three (3) times.

1 Member of Regulatory Compliance Committee until 11.06.2025

2 Member of Regulatory Compliance Committee from 11.06.2025

The issues discussed by the Regulatory Compliance Committee are the following:

•Presentation of internal audit plan and its results.

•Planning of the Company’s certification inspection.

•Update of the Company's Procedures and Policies

•The meeting of the Regulatory Compliance Officer with the representatives of the Regulatory Compliance representatives of the Group’s subsidiaries.

•Recertification and continuation of the Company’s Management System certification under ISO 37001:2016 and ISO 37301:2021 standards.

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•The continuation of personnel training through on-demand training, e-learning platform and the updating of all Group personnel on issues of Regulatory Compliance, the Code of Ethics & Conduct and of the relevant Policies.

•Staff awareness during the week of celebration of Corporate Compliance and Ethics.

•Rewarding successful participants with 100% success in the subject units with self-assessment questions.

•As additional training material, a Regulatory Compliance Summary Handbook was created and distributed via e-mail to all Group personnel and was also made available in printable format to all employees across the Group.

•Examination and decisions on issues of complaints, on issues of the Code of Conduct.

3.6Strategic Planning Committee

The Strategic Planning Committee is established by virtue of decision of the Board of Directors. Its primary role is, inter alia, to assist the Board of Directors and Management in reviewing the competitive field, designing the Strategic Plan, as well as the Company's capabilities and structure in this context and exploring possible new areas of growth.

Committee Composition

At the meeting of the Board of Directors held on 11.06.2025, the composition of the Strategic Planning Committee was determined as follows:

1.Georgios Peristeris, Chairman of the BoD and CEO, Chairman of the Committee

2.Georgios Perdikaris, Non-member of the Board of Directors, Advisor to the Management. Stands in for the Chairman in case of absence or impediment

3.Emmanouil Moustakas, Executive Member of the BoD

4.Apostolos Tamvakakis, Vice-Chairman of the BoD, Non-Executive Member of the BoD

5.Dimitrios Afentoulis, Non-Executive Member of the BoD

In the period preceding the decision of the Board of Directors meeting of 11.06.2025, the Strategic Planning Committee had the following composition in accordance with the decision of the Board of Directors of the Company of 28.07.2023:

1.Georgios Peristeris, Chairman of the BoD and CEO, Chairman of the Committee

2.Georgios Perdikaris, Non-member of the Board of Directors, Advisor to the Management. Stands in for the Chairman in case of absence or impediment.

3.Spyridon Kapralos, Vice-Chairman of the BoD, Independent Non-Executive Member of the BoD (until 11.06.2025)

4.Emmanouil Moustakas, Executive Member of the BoD

5.Apostolos Tamvakakis, Vice-Chairman of the BoD, Non-Executive Member of the BoD

6.Dimitrios Afentoulis, Non-Executive Member of the BoD

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Terms of operation

The Strategic Planning Committee meets whenever necessary, upon invitation of its Chairman, with or without an agenda, for discussion and exchange of views.

Meetings shall be held either in person or remotely by means of any technology enabling discussion or written exchange of views.

Company executives may participate in the meeting of the Committee, provided that, depending on the field of their duties, their participation is deemed necessary for the effective operation of the Committee. The role of these persons is to carry out studies, make suggestions or provide clarifications on matters discussed in the Committee and they do not have voting rights in the decision-making process.

Responsibilities of the Committee

•Evaluation / analysis on issues of strategic selections of the Company (e.g. strategic partnerships, share capital increases, acquisitions, mergers, formation of joint ventures, creation of special purpose vehicles) and formulation of relevant recommendations to the Board of Directors.

•Formulation of the Company's Strategic Planning, which includes the strategic axes and proposal to the Company's Board of Directors for approval.

•Overview of the Company's business plans and investment plans, which are prepared by the Heads of Business Activities and the General Division of Business Development, in terms of their alignment with the Company's Strategic Planning, before submitting them to the Board of Directors for approval.

Method of Evaluation

The Committee shall evaluate its work annually. In the context of the annual evaluation of the Board of Directors, the members of the Committee replied to a questionnaire concerning this Committee with sections of questions on a) the composition of the Committee, b) its role and responsibilities and c) its organization and operation.

Activities of the Committee

During 2025, the Committee met once (1) with the participation of all its members, as constituted following its election at the meeting of the Company's Board of Directors on 11.06.2025.

3.7ESG Committee

The Sustainability Committee (Environmental, Social and Governance – ESG, hereinafter referred to as the "Sustainability Committee" or the "ESG Committee" or the "Committee") is established by the Board of Directors to monitor the Group’s performance and recommend environmental, social and corporate governance improvements that can affect the Group's ability to generate value in the long term. The Committee's work includes monitoring integration of non-financial factors in business strategy and decision-making, with the aim of keeping the Company resilient and ready to manage changes in the environment in which it operates.

Committee Composition

Pursuant to the resolution of the Board of Directors dated 11.06.2025, the composition of the ESG Committee was determined as follows:

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1.Sofia Staikou, Independent non-executive member of the BoD, Chairman of the Committee

2.Aikaterini Delikoura, Independent non-executive member of the BoD

3.Penelope Lazaridou, Executive member of the BoD

4.Marina Sarkisian Ochanesoglou, Independent non-executive member of the BoD

5.Danae Kalantidi, Head of Sustainable Development and Corporate Social Responsibility

During the period prior to the decision of the Board of Directors dated 11.06.2025, the ESG Committee had the following composition, in accordance with the resolution of the Company’s Board of Directors dated 30.11.2022:

1.Sofia Staikou, Independent non-executive member of the BoD, Chairman of the Committee.

2.Aikaterini Delikoura, Independent non-executive member of the BoD

3.Konstantinos Lambrou, Executive member of the BoD

4.Penelope Lazaridou, Executive Member of the BoD

5.Dimitra Chatziarseniou, Corporate Secretary, Head of the Legal Department

Terms of operation

The Sustainability Committee meets whenever necessary, with or without an agenda, for consultation and exchange of views, upon invitation of its Chairman. The invitation shall set the agenda, place and time of the meeting. Every member of the Committee may request in writing that it be convened to discuss specific questions. Meetings shall be held either physically or remotely by means of any technology enabling discussion or written exchange of views. The Committee appoints a Secretary who keeps the minutes of the meetings or is assisted by the Corporate Secretary or other lawyer of the Company. The minutes of the meetings of the Committee shall be signed by all members present at the meeting.

Responsibilities of the Committee

The ESG Committee separately considers the following:

E: The environmental criteria, i.e. the way in which the Company acts as a participant in the natural environment, showing in practice respect for the environment, biodiversity, tackling climate change, CO2 emissions, air / water pollution, energy efficiency, etc.

S: The social criteria, i.e. the management of the relationships with employees, suppliers, customers and communities, in which it operates. It monitors social issues such as employee health and safety, labor and human rights, animal rights, gender equality, diversity, GDPR compliance, etc.

G: Corporate governance, i.e. with the Company's leadership, the composition of the BoD, the structure of the Audit Committee, the supervision of sustainable development by the BoD and the adoption of the Committee's recommendations, business ethics, executive remuneration, labor relations, variable remuneration, internal audits, transparency, corruption and shareholder rights, etc.

The Committee has, inter alia, the following responsibilities. It:

• Promotes and monitors the integration of ESG criteria into business strategy and decision-making.

•Examines the Sustainable Development Policy and other policies related to issues within its competence, as well as their revisions and proposes them to the Board of Directors for approval.

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•Monitors the implementation of the Sustainable Development Policy and other ESG policies.

•Monitors the materiality analysis process.

•Examines the content of the Company's annual report on ESG issues included in the annual and CSR reports and proposes them to the Board of Directors for approval.

•Approves the Company's strategic goals for carbon dioxide (CO2) emission reduction, water management and other ESG issues and proposes them to the Board of Directors for approval. At the same time, the Committee is informed of the implementation plan for the achievement of these objectives and informs the Board.

•Is informed about the Company's participation in ESG management programs, e.g. TCFD, SBTi, CBT.

•Informs the Board of Directors on matters falling within the Committee's competence and proposes measures for improvement if necessary.

•Monitors new developments on ESG issues in Greece and internationally and promotes their incorporation into the Company's policies.

•Is informed, examines and, where appropriate, gives opinions or approves relevant issues promoted by the management.

•Reviews on an annual basis its work with suggestions for improving its operation and efficiency, submitting a relevant summary report to the BoD.

Method of Evaluation

The Committee shall submit annually a brief report of the review of its work to the Board.

Activities of the Committee

During 2025, the Committee met three (5) times.

1 Member of the ESG Committee until 11.06.2025

2 Member of the ESG Committee from 11.06.2025

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In 2025 the Committee:

➢Was informed about the Dual Materiality Analysis process and its results.

➢Approved the CRSD Report and the Taxonomy Report which were published together with the Financial Reports for the year 2024 (April 2025).

➢Was informed on the Group’s 2024 socio-economic footprint study.

➢Approved the Group’s renewed participation in the international ecovadis platform.

➢Approved the Group's Sustainability Report issued in June 2025.

➢Approved the Group's participation in the international platform CDP (climate disclosure project).

➢Was thoroughly informed about the ESG commitments based on EBRD standards, which the Group agreed to adopt following a related agreement with the bank.

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

Georgios Peristeris

Mr. Georgios Peristeris is the Chairman and CEO of GEK TERNA Group and also serves as Chairman of TERNA ENERGY S.A. Born in Athens in 1957, he received a degree in Civil Engineering from the National Technical University of Athens in 1980. His professional activity at TERNA S.A. began in early 1980s and from 1982 to 1984 he served as Construction Manager in major construction projects. In 1984 he assumed the duties of Chairman and CEO of TERNA S.A. and since then the construction company has evolved into a diverse Group. The most important milestones during his tenure are the following:

-1993: Listing of TERNA S.A. on the Athens Exchange, Greece.

-1997: TERNA ENERGY is founded initiating the activity of energy production.

-1999: GEK TERNA Group is created via the merger of the companies GEK and TERNA.

-2003: HERON THERMOELECTRIC is founded. Implementation of the first private thermoelectric power plant in Greece. HERON II follows in terms of operation.

Mr. Peristeris is also President of the Hellenic Association of Electricity Producers from Renewable Energy Sources as well as a member of the Board of Directors of Hellenic Federation of Enterprises.

Taprantzis Andreas

Andreas Taprantzis has been the CEO of AVIS since November 2014. He planned and completed the radical reorganization of AVIS in order to facilitate Piraeus Bank to sell the company. The transaction was performed in 2017 with an enterprise value (EV) of 325 million euros and was one of the largest in the country. He continued in the same position within the company under the new shareholders, establishing AVIS at the top of the country's automotive market. Prior to his current position, he was the Executive Advisor of the Hellenic Republic Asset Development Fund (HRADF), from its launch in August 2011 until November 2014. He was responsible for the development of the Greece’ private real estate, which included airports, ports, marinas, hotels and large areas of land. During his tenure, HRADF implemented contracts worth 12.5 billion euros, such as the contract for Hellenic Airport, the

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hotel Astir Vouliagmeni and for the Regional Airports, attracting multiple secondary investments. In the year 2009, he assumed the duties of COO and Managing Director of Retail Banking at the Hellenic Postal Savings Bank (TT). In December 2010, he assumed the duties of Deputy Managing Director of T Bank (a subsidiary of TT). From 2005 to 2009, he was the Managing Director of the Hellenic Post Office (ELTA), while at the same time he was member of the Board of Directors of the Hellenic Post Office and Chairman of the Audit Committee. During his tenure, ELTA was profitable with a turnover of over 600 million euros and earnings of 50 million euros annually, as a result of the radical reorganization and investments in new technologies. His work at ELTA has been recognized internationally. In August 2008, he was elected by the 192 Post Office Operators across the world, President of the Postal Operations Council (POC) of the Universal Postal Union (UPU), a UN organization headquartered in Bern, Switzerland, for the period 2008 to 2012. From July 2019 to June 2021, he served as 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 independent non-executive member of the Board of Directors of TERNA ENERGY S.A. Dr. Taprantzis holds a Chemical Engineering (MSc) and a PhD from the National Technical University of Athens, in the field of automatic system tuning via artificial intelligence (AI) models. He holds an MBA and an AMP certificate from INSEAD.

Apostolos Tamvakakis

He is a graduate of the Athens University of Economics and Business, with postgraduate degrees in Econometrics and Financial Mathematics in Canada. He is the founder, Chairman and CEO of EOS Capital Partners S.A., managing company of the private equity fund EOS Hellenic Renaissance Fund and EOS Hellenic Renaissance Fund II and Chairman and CEO of EOS Global Investors S.A. managing company of EOS ATLAS Infrastructure and Green Transition 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 also CEO of LAMDA DEVELOPMENT, responsible for the strategic and business development of the Latsis Group in Geneva, Deputy Governor at the National Mortgage Bank and the National Bank of Greece. He has also worked at Mobil Oil Hellas, Investment Bank and ABN-AMRO Bank as Deputy General Manager. He has served on many boards and committees. He is the Vice-Chairman of the Board of Directors of PLAISIO COMPUTERS, the Vice-Chairman of the Board of Directors of HELLENIC JUICES, member of the Board of Directors of EUROSEAS LTD., member of the Board of Directors of EURODRY LTD., member of the Board of Directors of EUROHOLDINGS LTD, member of the Board of Directors of ERGO Insurance, board member of MINERVA S.A., board member of EUROCATERING S.A. and Board Member of S. MENTEKIDIS S.A.

Michael Gourzis

He holds a degree in Public Works Degree D ́ class, graduate of the School of Sub-Engineering of Athens. He worked as a freelance contractor – constructor of Public Works from 1969 to 1976. In 1977 he joined the construction company TERNA, participating since then in a number of large infrastructure projects as head of the construction sector, while since 2002 he is a Senior Executive and Executive Member of the Boards of Directors of TERNA S.A. and GEK TERNA S.A. From 2011 to 2023 he served as Executive Vice Chairman of GEK TERNA Group and from 2019 until 2023 he held the position of the Chairman of the Board of Directors at TERNA. He also held the position of non-executive member of TERNA ENERGY and the position of Vice Chairman of TERNA MAG S.A., a company active in the mining sector. He has participated in a number of Corporate Social Responsibility actions throughout Greece,

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covering needs for the benefit of local communities in the geographical areas where large infrastructure projects are implemented.

Penelope Lazaridou

She is a graduate of the Athens University of Economics and Business (ASOE Department of Business Administration) and holds a M.Sc. in Finance from the University of Strathclyde (UK). She has more than 25 years of experience in the banking industry, holding for over 10 years the position of General Manager in the areas of Corporate and Investment Banking. At the same time – and in the context of the above responsibilities – she has served as (i) Chairman of the Board of Directors in subsidiaries and (ii) as an Executive Member in Senior Banking Committees. Through the above 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 holding the position of General Manager of Financial Services with main objectives (i) the determination of the financial strategy and (ii) the management of financial risks. In December 2019 she was appointed as Executive Member of the Board of Directors of GEK TERNA and since July 2021 she has been an Executive Member and Executive Director of GEK TERNA. She participates in the Boards of Directors of subsidiaries of GEK TERNA Group. She also actively participates in promoting issues related to diversity and inclusion both within the group through her participation in the ESG Committee of the Board of Directors of GEK TERNA, as well as outside the group through her participation in international fora (member of WOMEN ON BOARD (WOB) Harvard Business School and member of ICC Women Hellas -International Chamber of Commerce).

Benopoulos Angelos

He has been active in the fields of construction, real estate development, renewable energy sources and business parks. He has experience in the organization and management of large companies, in corporate governance and in corporate affairs management. With studies at NTUA, he started his career at ARCHIRODON, before becoming founder and chairman of the DOMIKI ANAPTYXI Group (DOMIKI ANAPTYXI S.A.., ILIOCHORA S.A., DIKEVE S.A.), while in 1999 he acquired the public works company ERGODYNAMIKI S.A., companies which merged with the GEK and TERNA Groups in 2002. As a result of this merger, he has since been a member of the Senior Management of GEK TERNA Group. He has served as Executive Director and BoD member of TERNA since 2002 and since 2011 until June 2021 he was Executive Vice Chairman of GEK TERNA Group, while since 2021 he is Executive Director and member of the Executive Committee of GEK TERNA. He has executive responsibilities in the management of central functions as General Director for Human Resources, Information Technology, Digital Transformation etc. as well as in the management of subsidiary companies. He is appointed as Head of the Group IT Steering Committee and the Business Continuity System Incident Response Body. He has served for many years as Corporate Secretary as well as member of Nomination, Remuneration, ESG Committees. During the period 2010 to 2018 he undertook the organization of the licensing sector of RES projects, with the landmark licensing success of the emblematic project of the wind farm of the island of Agios Georgios. For a decade, he was a board member of the Centre for European Constitutional Law (CECL). Since 2008 he is the Chairman of the management body of the Thessaloniki Business Park. Since 2018 he is Vice Chairman of the Hellenic Association of Business Parks. Since 2020 he is an elected Member of the General Council of Business and Industry Association, participating in specialized Steering Committees, as well as in Committees of Corporate Governance, Spatial Planning and Urban Planning, Licensing, Networks and Infrastructure, Logistics, Business Parks. He has received

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honorary distinctions from the Ministry of Education, the Ministry of National Defense and the Municipality of Athens.

Souretis Petros

He studied Civil Engineering at the Aristotle University of Thessaloniki. He did postgraduate studies (MSc) at City University of London in 1994 and since 2004 he holds an MBA degree from the Athens University of Economics and Business. Until 2003 he was a manager of the ELLINIKI TECHNODOMIKI-TEB Group. He served as CEO of INTRAKAT from 2003 to July 2022. He served as member of the Board of Directors of INTRALOT S.A. Group from 2008 to 2019. Since 2010 he holds the position of CEO of KEKROPS S.A. and from 2019-2022 he served as Vice Chairman of the BoD of ATHENS RESORT CASINO HOLDINGS S.A. and HELLENIC CASINO S.A. At the same time, he held executive positions in subsidiaries of the INTRACOM HOLDINGS Group until 2022, while from 2014 to 2020 he served as Chairman of the Greek Church Property Development Fund of the Archdiocese of Athens. In 2022 he was elected as an Executive Member of the Board of Directors of GEK TERNA and in 2023 he was elected as Executive Director of the Company.

Moustakas Emmanouil

He graduated from the School of Civil Engineering of NTUA in 1998. He worked as a freelancer in the design, 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 then in project management positions. Since 2005 he has been active mainly in the energy and concessions sectors. He is the General Manager of Business Development as well as member of the Board of Directors of affiliated companies of GEK TERNA Group.

Afentoulis Dimitrios

He joined the Latsis Group in 1993. From November 2005 until today he is a Member of the Executive Board of the Ioannis S. Latsis Public Benefit Foundation, in which 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 the beginning of 2018 until July 2020, he was a non-executive member of the Board of Directors of Lamda Development as well as a member of the Audit Committee of the company. In July 2021, he was elected non-executive member of the Board of Directors of GEK TERNA. He is also an independent & non-executive member of the Boards of Directors of VIVA Wallet Bank and at the same time he is the Chairman of the Audit Committee of the same group of companies. He participates, in various capacities, in the Boards of Directors of companies and institutions in Greece and abroad. He holds the position of CEO of the LATSCO Family Office, representing the interests of the family of Mrs. Marianna I. Latsi. He studied Business Administration & Accounting at the Athens University of Economics and Business and holds a Master’s degree in Business Administration (MBA) from the Athens University of Economics and Business.

Delikoura Aikaterini

She is a C-level Banking Risk and Compliance Executive, with more than 20 years of experience in the markets of Central and Southeastern Europe, UK, USA, Turkey and Egypt. She is the General Manager at the Bank of the Council of Europe, specializing in the financing of major government projects. She is

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a member of the Executive, Risk Management, Major Project Credit and ESG Criteria Committees. She is the Central Investigator of Financial Crime, Fraud, Corruption, Business Ethics and Chairman of the Personal Data Protection Commission.

She has served as Group International Risk Head, EFG EUROBANK Group, External Central and Eastern Europe, United Kingdom and Luxembourg Network, EFG Representative at EBCI Vienna Initiative, Member of the Board of Directors of EUROBANK TEKFEN AS, Secretary General of EFG Group Risk Committee and Chairman of the Risk Committees of the subsidiaries of Bulgarian, Serbia, Cyprus and Turkey. She has served as Head of Group International Risk at Piraeus Bank Group, International Network, member of the Mergers and Acquisitions team and member of the Board of Directors of TIRANA LEASING S.A. She has worked at ALPHA BANK, as a 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 a 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.

Panagopoulou Protopapa Olga

Entrepreneur and for more than three decades a Senior Executive in positions of responsibility, such as Chief Financial Officer and Chief Executive Officer. With studies at the Athens University of Economics and Business (ASOE Department of Business Administration), she dealt with accounting and financial services administration. She has experience in issues of Development Laws for Private Investments. She served for several years as Chief Financial Officer and was responsible for the production process at the industrial unit KONEX SA. Since 1997 she has held the position of Chief Executive Officer and Chief Financial Officer of the company ALMAK SA. She has participated as a non-executive member of the Board of Directors of “ETHNIKI ASFALISTIKI”, also involved with the Internal Audit department. She has served for 27 years as a Member of the General Council of Hellenic Federation of Enterprises.

Sarkisian Ochanesoglou Marina

She holds a degree in Civil Engineering from the Imperial College of Science, Technology and Medicine in London and a postgraduate degree (MSc) in Environmental Engineering from the same university. She has been a member of the Board of Directors of VIOHALCO since May 2025. In the past, she has served as a member of the Board of TERNA ENERGY (2021 – 2025) and CENERGY HOLDINGS (2020-2025). She has over twenty years of experience in environmental management and climate change issues. She worked for 15 years at the Environmental Service of Athens International Airport S.A. in positions of responsibility in the areas of Climate Change, Air Quality and Aviation Noise. She previously worked as an independent environmental consultant (1994- 1997) with the companies Ecos Meletiki and Panagopoulos and Associates, participating in a wide range of Environmental Impact Assessment Studies for infrastructure projects and other studies.

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Staikou Sofia

She studied Political Sciences 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 in the office of the then Prime Minister Konstantinos Karamanlis. Since 1981 she has worked in the IONIAN BANK, in the Marketing and Public Relations Department, in the Press Office of the Ministry of Environment, Spatial Planning and Public Works and in the Advertising Company SOLID ADVERTISING. From 1992 to 2000 she took over the Personnel, Promotion and Communication Division of Piraeus Bank as General Manager and from 2002 to 2018 she was the Chairman of the Piraeus Bank Group Cultural Foundation and Corporate Responsibility Manager of the Bank, implementing pioneering actions with a strong environmental and social footprint that later became the basis for compliance with ESG criteria. Since 2019 she is the Vice-Chairman of the Board of Directors of LYKTOS HOLDING and is involved in the Group's business activities. From 2020 to July 2024, she was the Chairman of SEMELI WINERY.

Skordas Athanasios

He is a graduate of the Athens University of Economics and Business (ASOEE) specializing in International Economic Relations. He was active in the field of private insurance and in the financial sector. General Manager of the Hellenic Association of Tugboat, Lifeguard, Antifouling and Offshore Vessel Owners.

From 2015 to December 2019, he was the Chairman and also served as CEO of Selonda SA, listed on the Athens Stock Exchange, in which he successfully contributed to the achievement of the company's restructuring, the merger with third companies as well as the completion of the sale procedures by the systemic banks to the joint venture 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, Secretary General of the Ministries of Development, Economy and Finance with responsibility for tax and customs issues, while he was also Secretary General of the Region of Central Greece.

He has been a seminar instructor at the Hellenic Institute of Insurance Studies, as well as at the Institute of Financial Studies.

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

Perdikaris Georgios, Member of the Executive Committee, Chairman of the Investment Committee

Georgios Perdikaris was born in Lefkada in 1959 and has a degree in Electrical Engineering from the Polytechnic School of AUTh. He started his professional career as a construction engineer at ETKA SA (now TERNA ENERGY SA), while he has directed as Site Officer and Project Manager large and complex construction projects as well as infrastructure projects. He currently serves as Chairman of the Board of Directors of TERNA SA, the Group’s construction arm. He has long been a senior executive of the GEK TERNA Group and a board member of its companies. He holds the positions of Senior Executive, Management Advisor, Member of the Executive Committee and Chairman of the Company’s Investment Committee.

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Antonakos Dimitrios, Member of the Regulatory Compliance Committee

Born in Athens in 1952, he graduated from Varvakeio High School and holds a degree in Surveying Engineering from the Polytechnic School of Aristotle University of Thessaloniki and a degree in Civil Engineering from the National Technical University of Athens. He also holds a 4th Grade Degree (general) in the Registry of Experienced Constructors.

His professional activity started at GEK S.A. in 1979 of which he was a member of the Board of Directors since 1981, from 2000 to 2019 he was a member of the Board of Directors of TERNA S.A. (Chairman of BoD between 2011-2016), while since 2005 he was in charge of the Group's activities in the MENA area.

Chronologically, his involvement in the GEK TERNA Group:

•From 1981 to 2004: Executive Member of the BoD of GEK S.A.

•From 2000 to 2019: Executive Member of the BoD of TERNA S.A. (Chairman of the Board 2011–2016)

•From 2011 to 2015: Executive Vice Chairman of the BoD, from 2015 to 2023: Executive Member of the BoD and from 2023 to 2025: Non-Executive Member of the BoD of GEK TERNA.

Since 2017, he has served as Head of Regulatory Compliance and since 2019, he has also held the position of Chief Risk Officer of the GEK TERNA Group. At the same time, he has served as director and/or member of the Board of Directors of numerous subsidiaries and affiliated companies of the GEK TERNA Group in Greece and abroad.

Zaribas Christos, Chief Financial Officer

He is a graduate of the Athens School of Economics and Business (ASOEE), now Athens University of Economics and Business (AUEB), with many years of professional experience in various companies. He has served as Chief Financial Officer in large technical construction Joint Ventures (1980 – 2000) and from 2002 to 2005 he served as Chief Financial Officer in the listed company ATHENS S.A.

Since 2006 he has joined the financial services of GEK TERNA Group and from 2008 until today, he holds the position of Chief Financial Officer of GEK TERNA Group, with main responsibilities the compliance with tax and commercial legislation and any other related to the company's activities, as well as the preparation of individual and consolidated financial reports of budgets and reports, audited by external accountants, as well as compliance with tax and commercial legislation and any other legislation related to the company's activities.

In addition, he represents GEK TERNA before any natural or legal person, Private or Public Law, the Greek State, the Banks as well as generally before any person and any Authority, domestic or foreign, throughout its activity, by jointly signing with another authorized member of the BoD.

In the context of his duties he is a Member of the Board of Directors of the Group's subsidiaries: NEA ODOS S.A., ODOS KENTRIKIS ELLADOS S.A., NEA ATTIKI ODOS S.A., ILIOCHORA S.A., ARGOLIKI RIVIERA S.M.S.A., AG. NIKOLAOS PIRAEUS CAR PARK S.A. and GEK TERNA FTHIOTIDAS S.M.S.A.

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Kalamaras Nikolaos, Member of the Audit Committee

Graduate of the Athens School of Economic and Commercial Sciences (ASOEE) with professional activity as an Accountant and Business Tax Advisor since 1977. Since 1987, among other roles, he is the Managing Director of the company under the name "Taxistiki S.M.S.A. Accounting, Tax Consultancy Auditing Company". Since 1998 he has been a lecturer at Tax Seminars and author of accounting books. He participated as an independent, non-executive member of the Board of Directors of TERNA ENERGY S.A. from 2007 to 2018. He was a member of the Audit Committee of the same company, which belongs to the Masdar Group and Chairman the Audit Committee of its subsidiary, TERNA ENERGY S.M.F.C.A. He has significant experience in Internal Audit, having served as Internal Auditor since 2001 for listed companies on the Stock Exchange such as Hermes Real Estate Enterprises SA, KEKROPS SA and GEK SA. He also served as internal auditor at TERNA SA, with a dependent employment relationship, from 2002 to 2009. He is also an accounting and tax consultant for E.Y.D.E – E.T.A.K of the Ministry of Development. He is also a member of the Greek and American Institute of Internal Auditors (AM 1374) - (ID 1521425).

Kalantidi Danae, Member of the ESG Committee (Environment, Social, Governance)

Ms. Danae Kalantidi is Head of Sustainable Development at the GEK TERNA Group and is responsible for integrating ESG principles into the Group’s business planning and all of its operations, in accordance with international and national regulations and trends. Ms. Kalantidi joined the Group’s Corporate Relations and Sustainable Development Division in 2013, having previously worked for more than twelve (12) years as a communications consultant. She holds a BSc in Business Administration from the American College of Greece. Ms. Kalantidi represents the Group on the ESG Committee of the Hellenic Federation of Enterprises (SEV).

Kourniotis Ioannis, Chief Legal Counsel and General Director of Legal Affairs & Corporate Governance

Born in Athens, Mr. Kourniotis studied Law at the National and Kapodistrian University of Athens. He completed postgraduate studies in Business Administration (MBA) at the University of Strathclyde, in European Law (LLM) at the University of Leicester and in International Commercial Arbitration (CAS Arbitration) at the University of Lucerne and the University of Neuchâtel (joint postgraduate program). He holds a Professional Education and Training Certificate in Tax Law from the Athens University of Economics and Business and a Professional Certification in International Commercial Arbitration from the Swiss Arbitration Academy. He is a practicing lawyer at the Supreme Court and the Council of State. He has over twenty years of experience as a partner in major Athens law firms.

Bakirtzis Anestis, Corporate Secretary

He holds a degree in Applied Informatics from the University of Macedonia and an MSc in Banking and Finance from the University of Sheffield. From 1998 to 2010, he managed institutional and private funds, holding relevant positions of responsibility and after 2010 he served as a business executive with responsibilities in finance, financial management, investor relations and mergers and acquisitions. Since 2023, he has served as Head of Shareholder Services & Corporate Communications of the GEK TERNA Group. He is a member of the Economic Chamber of Greece.

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Aligizakis Alexandros, Director of Tenders and Quality Assurance

He holds a degree in Architecture from the Ecole Speciale D' Architecture in Paris, France. He speaks English and French. His professional career started in 1983 in Libya with EDOK ETER S.A. and then with ETIP S.A. In Libya he was responsible for the construction of important infrastructure projects and then served as a senior executive of the latter until his withdrawal from Libya in 1992. From 1992 to 1996 he worked at PARNON S.A. as a construction manager of buildings and infrastructure projects. He joined GEK TERNA Group in 1996. He currently serves as the Group’s Director of Tenders and Quality Assurance. He is CEO of ILIOCHORA SA and a member of the Board of Directors of the Group’s subsidiaries.

Nika Angeliki, Head of Internal Audit Unit GEK TERNA

She is a graduate of the Athens University of Economics and Business (ASOEE) – Department of Accounting and Finance, holds a degree in Auditing and Accounting from the Training Institute of the Institute of Certified Public Accountants (2007-2011). She is a Certified Public Accountant. From 2006 until 2014 she worked as an external auditor at Ernst Young Greece with the object of regular audit of financial statements, audit for obtaining a tax certificate and participation checks on the issuance of bond loans. In 2014 she joined GEK TERNA Group as Head of the Internal Audit Unit. She has experience in internal audit, corporate governance, risk management, information systems, capital market compliance under Greek and European legislation, Global Internal Audit Standards and other regulatory requirements.

5.External professional commitments of BoD members

FULL NAME	EXTERNAL PROFESSIONAL COMMITMENTS
PERISTERIS GEORGIOS	•	Chairman of the Board of Directors TERNA ENERGY S.A.
	•	Chairman & CEO GARDENIA S.A.
	•	Manager SEA VIEW ESTATE S.M.S.A.
	•	Manager SEASIDE ESTATE S.M.S.A.
	•	Manager BLUE VELVET S.M.S.A.
	•	Manager SUNSET ESTATE S.M.S.A.
	•	Manager PETROTHALASSA S.M.S.A.
	•	Manager SINDONI S.M.S.A.
	•	Chairman of the Board of Directors ALTHEO SHIPPING INC.
TAPRANTZIS ANDREAS	•	Vice-Chairman of the Board of Directors and CEO OLYMPIC COMMERCIAL & TOURIST ENTERPRISES S.A.

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FULL NAME	EXTERNAL PROFESSIONAL COMMITMENTS
TAMVAKAKIS APOSTOLOS	•	Chairman & CEO EOS CAPITAL PARTNERS SOCIETE ANONYME ALTERNATIVE INVESTMENT MANAGEMENT COMPANY
	•	Chairman & CEO EOS GLOBAL INVESTORS SOCIETE ANONYME ALTERNATIVE INVESTMENT MANAGEMENT COMPANY
	•	Vice-Chairman of the Board of Directors, Independent Non-Executive Member of the Board of Directors PLAISIO COMPUTERS S.A.
	•	Independent Non-Executive Member of the Board of Directors EUROSEAS LTD
	•	Independent Non-Executive Member of the Board of Directors EURODRY LTD
	•	Member of the Board of Directors EOS HELLENIC RENAISSANCE FUND G.P., Sarl
	•	Independent Non-Executive Member of the Board of Directors ERGO INSURANCE M.S.A.
	•	Member of the Board of Directors MINERVA OLIVE OIL AND FOOD ENTERPRISES COMPANY SOCIETE ANONYME
	•	Member of the Board of Directors EUROCATERING S.A.
	•	Vice-Chairman of the Board of Directors HELLENIC JUICES S.A.
	•	Member of the Board of Directors S. MENTEKIDIS S.A.
	•	Independent Non-Executive Member of the Board of Directors EUROHOLDINGS LTD
	•	Member of the Board of Directors LATSCO SHIPPING LIMITED
	•	Member of the Board of Directors LATSCO MARINE MANAGEMENT
	•	Member of the Board of Directors EOS HELLENIC RENAISSANCE CIV G.P.
GOURZIS MICHAEL	-
LAZARIDOU PENELOPE	•	Member of the Board of Directors GARDENIA S.A.
	•	Member of the Board of Directors THISEAS TREATMENT AND REHABILITATION CENTER S.A.
BENOPOULOS ANGELOS	•		Chairman of the Board of Directors VIPATHE S.A.
	•		Vice-Chairman of the Board of Directors GREEK BUSINESS PARKS ASSOCIATION
	•		Member General Council of HELLENIC FEDERATION OF ENTERPRISES (SEV)
SOURETIS PETROS	•		Chairman of the Board of Directors 4 ES NEPA
	•		Manager ESARUS & CO LTD
	•		Chairman of the Board of Directors OLIVE HILL S.A.
PANAGOPOULOU OLGA	•		Chairman of the Board of Directors ALMAK S.A.

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FULL NAME	EXTERNAL PROFESSIONAL COMMITMENTS
MOUSTAKAS EMMANOUIL	-
AFENTOULIS DIMITRIOS	•	CEO LATSCO FAMILY OFFICE SERVICES GREECE S.A.
	•	Advisor - Manager LATSCO FAMILY OFFICE SINGLE MEMBER S.A.
	•	Chairman of the Board of Directors LATSCO SERVICES GREECE SINGLE MEMBER S.A.
	•	Member of the Board of Directors LATSCO DIRECT INVESTMENTS S.À R.L.
	•	CEO EKL LATSCO FAMILY OFFICE SINGLE MEMBER S.A.
	•	CEO PKL LATSCO FAMILY OFFICE SINGLE MEMBER S.A.
	•	CEO FKL LATSCO FAMILY OFFICE SINGLE MEMBER S.A.
	•	Member of the Executive Board of Directors IOANNIS S. LATSIS FOUNDATION
	•	Member of the Board of Directors ATHENS PALACE M.S.A.
	•	Chairman of the Board of Directors 3L DOTS REAL ESTATE S.A.
	•	Member of the Board of Directors VIVABANK SINGLE MEMBER SOCIETE ANONYME BANKING COMPANY
	•	Chairman of the Board of Directors FANOS AGRICULTURAL PARK S.A.
	•	Member of the Board of Directors THISEAS TREATMENT AND REHABILITATION CENTER S.A.
	•	Member of the Board of Directors – SKYLINE PROPERTIES S.A.
	•	Chairman of the Board of Directors KALLISTI VOULIAGMENI A.M.K.E.
DELIKOURA AIKATERINI	–
SKORDAS ATHANASIOS	–
SARKISIAN OCHANESOGLOU MARINA	•		Member of the Board of Directors VIOHALCO S.A.
	•		Member of the Board of Directors N. SARKISIAN S.A.
STAIKOU SOFIA	•		Member of the Board of Directors LYKTOS HOLDING S.A.
	•		Member of the Board of Directors KONDOR N.E.P.A.

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6.Internal Audit System (internal audit, risk management, regulatory compliance) – Corporate Governance System

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

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

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

With the contribution of the Audit Committee, it evaluates the adequacy and efficiency of the internal audit unit and the degree of utilization of its reports by the Board of Directors for the continuous improvement of the Company's operation at all levels and the effective management of business risks.

The Internal Audit Unit carries out audits in all Group activities, in all geographical areas. The work of the Internal Audit Unit includes:

•Internal Audits of Head Office Divisions,

•Internal Project Audits (project audits also audit procedures of other divisions such as procurement, staff recruitment, mechanical equipment, regulatory compliance, etc.),

•Audits (correctness, completeness, existence of accounting entries), reconciliation of accounts, etc

•Audits on compliance with the Company's procedures,

•Internal Audits of subsidiaries of GEK TERNA Group,

•Audits in the procedures for the preparation of Financial Statements,

•Corporate governance audits,

•Information Systems,

•Provision of Consulting Services

The results of the audits are regularly presented to the Audit Committee and the Board of Directors is also informed, while quarterly and annual reports are sent.

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Budgets / Reports / Transactions / Preparation of Financial Statements

The Company uses budgets and reports as an important internal audit tool. More specifically, budgets are prepared, monitored and updated per company / sector / activity / project and at Group level. Budgets and reports are a key Management tool for making both case-by-case and strategic decisions.

The safeguards used throughout the Group’s activities include both preventive and repressive measures to ensure legality / correctness of transactions, correctness of accounting entries, protection of assets taking into account the basic principles of an internal audit system such as segregation of duties, audit of operations by at least two persons (four eye principle).

More specifically:

For the implementation of transactions, signing contracts, making other decisions, there are relevant authorizations, procedures, bodies on the basis of which the above actions are implemented.

For the preparation of budgets and reports there are relevant procedures or departments per company where they contribute to the implementation of work.

For the accounting of transactions and other entries in the accounting records, there are relevant procedures that are followed preventively.

Ex posts audits are carried out by the financial management, such as audits of accounts, periodic reconciliations of accounts and periodic reviews of the correctness of account balances (customers, suppliers, banks, taxes, payroll, etc.). Finally, there are specific procedures for closing financial statements as described below.

The levels of audit and risk management in the process of preparing individual and consolidated Financial Statements are recorded in the process of preparing Group financial (and non-financial) statements, in the Group's Financial Services Obligations Calendar and in other procedures.

Initially, the Group's Financial Management communicates to the Group's companies the instructions and deadlines for the preparation of financial statements.

Specifically, for the individual financial statements of the parent company, the profit and loss statement and balance sheet (ledgers) are recorded in the information system and the Financial Statements (wording) are prepared by the competent accountant. Subsequently, the financial management audits, the recorded financial results and reviews, the profit and loss statement and balance sheet accounts and, if discrepancies are identified, the cause of the discrepancy is investigated, the adjustment of the entry is approved and the correctness of the financial statements is checked by the Chief Financial Officer.

Data is then collected from all subsidiaries and affiliated companies consolidated into the Group. The certificates of the chartered accountants of the subsidiary companies are received and the receipt of responses to the chartered officers of the Parent Company is monitored. Consolidation records are performed. The correctness of consolidated financial statements is checked. The audits and work are then carried out by the Group's chartered accountants.

The Audit Committee oversees the process of drafting the Company's financial statements and other financial reports and examines their reliability. The Audit Committee holds regular meetings with the Chief Financial Officer and the Certified Public Accountants. After examining and confirming the correctness of the process of preparing the corporate and consolidated financial statements (interim and annual) following and briefing by the Chief Financial Officer, it recommends to the Board of

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Directors their approval and their execution and publication.

The purpose of the Risk Management Unit (RMU) is to identify, assess and manage the risks faced by the Company.

The RMU ensures the establishment of an effective risk management framework, aiming at the development, implementation and continuous improvement of risk management practices (including safeguards) at the level of processes, systems and the Company.

The RMU ensures that the risks undertaken by the Company's units are consistent with the risk appetite and tolerance limits set by senior management.

The RMU provides analyses and reports on the adequacy and effectiveness of risk management (including safeguards).

The RMU provides guidance and support services to Group companies to ensure adequate and effective risk management, with the exception of companies that have listed securities and have separate Risk Management Units, for which it is informed by their Management or the Head of the Risk Management Unit of the listed company.

The main categories of risks identified are:

•Strategy and Planning

•Financial

•Business environment

•Functional

•Governance

•Social

•Regulatory compliance and legal risks

The Risk Manager in cooperation with the CEO and the Unit Managers evaluate each risk based on the following criteria:

•Likelihood of occurrence,

•Severity of impact.

This assessment is based on predefined criteria deriving from the degree of risk appetite.

The purpose of the Regulatory Compliance Unit (abbreviated as "RCU") is to ensure the Company's compliance with the applicable institutional and supervisory framework governing its business activities and operation. RCU protects the integrity and reputation of the Company through the establishment and implementation of a comprehensive compliance program that includes prevention, suppression and response measures regarding compliance issues.

The RCU provides guidance and support services to the Group's companies to ensure their adequate and effective compliance with the applicable institutional and supervisory framework and the Company's internal policies, with the exception of companies that have listed securities and have independent Compliance Units, for which it is informed by their Management or the Head of the Compliance Unit of the listed company.

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The main axes of the RCU are the following:

•Business ethics

•Transparency of proceedings

•Integrity of operations

•Safeguarding shareholders' interests

•Customer / consumer protection

•Social integrity / sensitivity

The Company has a certified system of regulatory compliance (ISO 37301:2021) and anti-bribery (ISO 37001:2016).

On an annual basis, the MoU informs the Board of Directors with the report of the previous year's actions and the planning for the next year.

6.1Assessment of corporate strategy, key business risks and Internal Audit System

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

In the period of fiscal year 2025, the Audit Committee monitored:

(a) the Internal Audit, Risk Management and Compliance functions to ensure the soundness of their operation and their independence,

(b) the adequacy and effectiveness of the Internal Audit System and taking into account the content of the audit reports of the Internal Audit Unit, submitted relevant recommendations to the Board of Directors for its further improvement and reinforcement,

(c) the Risk Management process and taking into account the Risk Management reports, submitted recommendations to the Board of Directors regarding the identification, assessment and management of risks;

(d) the procedures for compliance of the Company and the Group with the laws and regulations regulating its organization, operation and activities and taking into account the reports of the Compliance Unit, submitted recommendations to the Board of Directors regarding the revision of the Company's internal regulatory framework.

In addition, a self-evaluation of the Board of Directors, an evaluation of the Audit Committee and the Internal Audit Unit (by an external consultant) has been carried out. The Internal Audit Unit received a report on its compliance with the International Standards for the Conduct of Internal Audit. The opinion was that the Internal Audit Unit (complies) operates in accordance with International Standards for the Conduct of Internal Audit.

According to Article 14 para. 3 approx. j' of Law 4706/2020 and no. No. 1/891/30.09.2020 decision of the Board of Directors of the Hellenic Capital Market Commission, as amended by no. EC 2/917/17.06.2021 decision of the Board of Directors of the Hellenic Capital Market Commission, the evaluation of the Internal Audit System is performed every three years, starting from the reference date of the last evaluation. For the Company, the first evaluation was completed on 24.3.2023, with a reference period up to 31.12.2022. A second evaluation of the Internal Audit System was carried out

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for the Company, in the context of a bond loan issuance during 2025, covering the period from 01.01.2023 to 31.07.2025 and the relevant evaluation report was received on 4.9.2025.On 9.3.2026, the evaluation of the Internal Audit System for the period from 01.01.2023 to 31.12.2025 was completed (for further details, see section 6.3).

During 2026, the evaluations of the Corporate Governance System (see section 6.3) and the Internal Audit System was completed.

6.2Provision of non-audit services to the Company by its statutory auditors and assessment of the impact this may have on the objectivity and effectiveness of the statutory audit, taking into account the provisions of Law 4449/2017

The statutory auditors of the Company for the financial year 2025 are from the company "GRANT THORNTON" (AM SOEL 127) and have been elected by the Annual General Assembly of the Company's Shareholders on 11.06.2025.

The Audit Committee maintains direct and regular contact with the external auditors, in order to be systematically informed about the adequacy and reliability of the operation of the internal audit and risk management systems, as well as the correctness and reliability of financial information. Finally, the Audit Committee pre-approves the non-audit services, which are provided by the statutory auditor to the Group and monitors all of them to ensure that the independence or objectivity of the Certified Auditors is not compromised. The Audit Committee examined the independence of the Certified Auditors in the following ways:

1. Completion of a predetermined list of questions based on Law 4449/2017 – Article 21,

2. Monitoring of non-audit work and

3. Supplementary report received by the Statutory Auditor (pursuant to Article 11 of EU Regulation 537/2014).

6.3Results of the evaluation process of the Internal Audit System (IAS) and the Corporate Governance System (CGS) as at 9.3.2026, for the period from 01-01-2023 to 31-12-2025, in accordance with article 14 para. 3 approx. j’ and para. 4 of Law 4706/2020 and the relevant Decisions of the Board of Directors of the Hellenic Capital Market Commission

The Company, by virtue of decision of the Board of Directors, assigned to "Grant Thornton Societe Anonyme of Certified Auditors and Business Consultants" (under the trade name ‘Grant Thornton S.A.) the project "Provision of Internal Audit System Evaluation Services", aiming at the evaluation of the adequacy and effectiveness of the Internal Audit System ("IAS") of the Company "GEK TERNA S.A." and its significant subsidiaries, "TERNA SOCIETE ANONYME TOURISM TECHNICAL AND SHIPPING COMPANY", "HERON ENERGY SERVICES COMPANY SOCIETE ANONYME", "NEA ATTIKI ODOS CONCESSIONS SOCIETE ANONYME", "NEA ODOS CONCESSIONS SOCIETE ANONYME", “CENTRAL GREECE MOTORWAY CONCESSIONS SOCIETE ANONYME", with reference date 31.12.2025, in accordance with the provisions of approx. j’ of para. 3 and para. 4 of article 14 of Law 4706/2020 and Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission, as in force (the “Regulatory Framework”).

This evaluation of the Internal Audit System was successfully completed in March 2026 and covered the following areas: the Audit Environment, Risk Management, Audit Mechanisms and Safeguards, the Information and Communication System, as well as the Monitoring of the Company's Internal Audit

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System (IAS) and its significant subsidiaries.

The Conclusion of the Independent Evaluator, namely Ms. Athina Moustaki, Certified Public Accountant with registry no. 28871 and Partner of Grant Thornton, which is included in the final report evaluating the adequacy and effectiveness of the IAS dated 09.03.2026, concludes that from the work carried out and the evidence obtained regarding the evaluation of the adequacy and effectiveness of the IAS of the Company and its significant subsidiaries, no weaknesses were identified that could be considered as material weaknesses in the IAS of the Company and its significant subsidiaries, in accordance with the Regulatory Framework.

Furthermore, by the same decision, the Board of Directors also assigned to Grant Thornton the project “Evaluation of the adequacy and effectiveness of the Corporate Governance System (CGS) of GEK TERNA S.A.”, with a reference date of 31.12.2025, in accordance with the requirements of article 4 para. 1 of Law 4706/2020.

This assessment was carried out on the basis of the program of assurance procedures included in Decision I ́73/08b/14.02.2024 of the Supervisory Board of the Institute of Certified Public Accountants, in accordance with International Standard on Assurance Engagements 3000 (Revised), "Assurance Projects Beyond Audit or Review of Historical Financial Information".

The assessment of the Corporate Governance System was successfully completed in March 2026 and covered the following areas: a) the adequacy and effectiveness of the Internal Audit System, including risk management and regulatory compliance systems, b) adequate and effective procedures for the prevention, detection and mitigation of conflicts of interest, c) adequate and effective mechanisms for communication with shareholders to facilitate the exercise of their rights and active engagement and d) the remuneration policy, which contributes to the business strategy, the long-term interests and the sustainability of the Company.

The above assessment, carried out by the Independent Evaluator, Ms. Athina Moustaki, Certified Public Accountant with registry no. 28871 and Partner of Grant Thornton, concluded that no material weaknesses were identified in the Company’s Corporate Governance System.

These results is yet another confirmation that the Company is in constant compliance with the legislative and regulatory framework governing the Internal Audit System and adopts best practices to ensure the lawful and smooth operation in support of the sustainable strategic development of the GEK TERNA Group.

7.Information Security and Artificial Intelligence

7.1Information Security

GEK TERNA Group has adopted an active security framework, which includes a long series of technical, administrative and organizational protection measures. Complying with the European General Data Protection Regulation (GDPR), monitoring newer regulatory frameworks, such as NIS2 and the AI Act and relying on International Standards such as ISO 27001 and ISO 22301, as well as based on internationally best practices and world-wide recognized high-level technologies, the Group implements Policies and Procedures that ensure the integrity, confidentiality and availability of information. The security measures cover both the protection perimeter within the Group as well as its broader environment. They include - among others – a structure based on specialized executives with many years of experience, the administration of controlled access to data and systems, training

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and awareness of personnel, as well as control of the security level of all partners and suppliers to address threats wherever applicable. In addition, formally structured group bodies operate for immediate decision-making on digital transformation and information system security. At the same time, the Group implements a continuous preventive monitoring of information systems and infrastructure and conducts regular stress tests with the aim of immediately identifying and managing any incident before it turns into a threat. Through the most modern and valid tools and technologies, which are constantly upgraded, the Group ensures that any attempted breach or malicious activity is detected and addressed in a timely manner. To ensure the above, the Group has appointed a Group Chief Information Systems Officer (GCISO).

7.2Artificial Intelligence

GEK TERNA Group has established clear guidelines for the utilization, development and procurement of systems and applications using Artificial Intelligence technologies, with an aim of protecting both personal and corporate data, upholding ethical standards and reducing potential risks, thus complying with the legislation wherever required. The Group recognizes that Artificial Intelligence systems, including machine learning and natural language processing algorithms, contribute significantly to research and information retrieval, to the automation and optimization of routine tasks and processes, to the development of business objectives by simplifying the analysis and presentation of complex data and to innovation, leading to the development of new products and services. However, the use of all the above tools complies with the respective regulatory and legal requirements.

8.Remuneration of BoD members

8.1Remuneration Policy

The Remuneration Policy of the company "GEK TERNA S.A.", parent company of GEK TERNA Group of Companies (hereinafter the "Company") was prepared in accordance with Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 on shareholder rights, as transposed into Greek legislation by Law 4548/2018 and in particular in accordance with article 110 of the above law and its last amendment was approved by the Extraordinary General Meeting of Shareholders on 20.06.2023. The Remuneration Policy includes the share bonus program approved by the General Meeting of 2023 program for the four-year period 2023-2027, with a potential maturity period of less than three (3) years in both plans.

The Remuneration Policy takes into account best practices for listed companies, the provisions of the Company's Articles of Association and the Company's Corporate Governance Code, while reflecting the applicable agreements regarding the remuneration of the members of the Board of Directors, including the respective General Managers-Senior Management. At the same time, it takes into account the salary and working conditions of all employees of the Company, which are fully harmonized with the principle of payment of remuneration based on the reasonable and fair measure to the persons selected as the most appropriate, taking into account the needs and nature of each position or functional role as well as the corporate interest.

The Remuneration Policy defines the scales of annual fixed remuneration for the Group's senior management / managers, BoD members or not of levels A, B, C as defined below, for the CEO, for independent non-executive members and non-executive members as well as the members of the mandatory statutory BoD Committees, in order to meet the salary levels of the market and the

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complexity of the sectors represented by the Group, such as concessions, construction, infrastructure management and operation, electricity from thermal energy sources, electricity and gas trading, building materials and mining activities. In addition, the variable remuneration components and the benefits that executive and non-executive members of the Board of Directors and senior management of the Group may receive are determined. Thus, the Remuneration Policy shapes remuneration levels through the principle of meritocracy, while responding to the need to engage existing senior executives of the Group as well as attract new competent ones, in order to implement the Group's strategic objectives.

8.2Annual Remuneration Report

According to article 112 of Law 4548/2018, the Board of Directors of the Company is obliged to prepare a clear and comprehensible Remuneration Report, which contains a comprehensive overview of the total remuneration for the year 2025 regulated in the Company's Remuneration Policy and the information required at least by the above article 112 of Law 4548/2018, as it will apply from time to time.

The report also includes all types of remuneration and benefits granted or payable to the persons falling within the scope of the Remuneration Policy, during the year 2025.

The remuneration report for the year 2025 is submitted for discussion to the Annual General Assembly of shareholders, as an item of the agenda. The vote of the shareholders on the remuneration report shall be advisory.

8.2.1Purpose of the Remuneration Report

The guiding principles of the Remuneration Policy governing Remuneration are illustrated as follows:

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This Remuneration Report aims to review compliance with the approved Remuneration Policy, the current legislative framework and to enhance transparency regarding the payment of all types of remuneration in a way that is understandable, clear and comprehensible.

In particular, this Remuneration Report:

▪

presents in a transparent manner the structure of all kinds of remuneration covered or not by the Remuneration Policy.

▪

contributes to the dissemination and consolidation of the principles of transparency, meritocracy, justice, proportionality in the implementation of the remuneration framework from the top to the bottom of the Company's organization, taking into account for the type and level of remuneration the importance and weight of the responsibilities of each position and the performance of each executive.

▪

demonstrates the Company's ability to formulate and implement competitive remuneration packages, which are in line with market practices and at the same time are capable of attracting or retaining effective and valuable executives within corporate structures.

▪

It notes the reasonable and fair level of remuneration that should aim to create capital gains both in the long term and through the achievement of shorter-term objectives, with a view on the one hand to prevent decisions to be made with excessive business risk and, on the other hand, maintain viability and profitability.

▪

provides information on the total remuneration granted or paid, broken down into individual components, the distinct recording of fixed and any variable remuneration, including the audit of any remuneration referred to in paragraph 2 of article 109 of Law 4548/18 and how the total remuneration complies with the approved remuneration policy.

▪

monitors the general implementation of the basic guidelines for the management and payment of remuneration to the members of the Board of Directors, the CEO and the General Managers – senior managers in accordance with the Company's Organizational Chart and the approved Remuneration Policy.

8.2.2Remuneration Components (Remuneration/Benefits)

The remuneration presented in this report covers all types of remuneration, i.e. remuneration and benefits which may include monetary grants, stock options, bonus shares, expenses for attendance at Board meetings, provision of benefits (e.g. company car, insurance policies, etc.), both regular and variable. The report reflects the remuneration of any company belonging to the group, as defined in article 32 of Law 4308/2014 and in the IFRS 10.

The monetary amounts of both fixed and any variable remuneration are recorded in gross prices as defined in paragraph 4, article 5 of the European Commission Guidelines of 1 March 2019.

8.2.3Approved remuneration based on remuneration policy

According to the Remuneration Policy, the Executive Members of the Board of Directors who are paid as Senior Management (CEOs) in Group companies, may receive annual fixed remuneration falling under the ranges from C (from 120,000 euros to 180,000 euros), B (from 150,000 euros to 215,000

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euros), A (180,000 euros to 350,000 euros) to A + (over 350,000 euros) to which the CEO belongs, following a documented recommendation from the Remuneration Committee.

In particular, the CEO, as a member of the BoD, may receive annually fixed remuneration that will not exceed the maximum limit of one million four hundred thousand euros (1,400,000 euros).

The components of variable remuneration that may be paid to beneficiaries falling within the scope of the Remuneration Policy are the following:

▪

Short-term variable remuneration (bonus)

▪

Stock option plan pursuant to article 113 of the Law 4548/2018

▪

Share bonus program according to article 114 of Law 4548/2018.

In addition, additional benefits may be granted, such as:

▪

Company car

▪

Group Life and Health Insurance Policy, as well as Civil Liability Policy

▪

Pension Plan

8.2.4Total Remuneration

The total remuneration for the fiscal year 2025 (Table 1) refers to the sum of a) the fixed remuneration, consisting of the remuneration of the Board of Directors and Committees of the Company and Group companies (1,227,200 euros), b) the remuneration from the Company and Group companies, to which senior managers provide services as employees or under contracts of indefinite duration in accordance with para. 9 art.39 of Law 4387/16 (total 1,915,228 euros), c) other benefits and d) variable remuneration deriving from i) short-term benefits of the Company and Group companies and amounted to a total of 950,000 euros and ii) from long-term benefits, namely the Share Bonus Program of the Company (Table 2).

Fixed remuneration

Fixed Remuneration consists of remuneration through employment or agreements for service and of the Annual Remuneration of the Board of Directors and Committees. The fixed remuneration for the members of the Board of Directors and the General Managers from the Company and its subsidiaries for the year 2025 amount to a total of three million one hundred forty-two thousand four hundred twenty-eight euros (3,142,428 euros) and is analyzed for each member into the individual components in Table 1. Of the above amount, an amount of five hundred twenty-seven thousand two hundred euros (527,200 euros) relates to fixed remuneration of non-executive members of the Board of Directors. The corresponding table for the year 2024 is available at the following link GA_Announcement_GEKTERNA_21-05-2025.

Remuneration is within the approved limits of the Remuneration Policy and there is no deviation.

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(Amounts in thousands Euro, unless otherwise stated)

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* The variable remuneration arising from the Company's Share Bonus Program is analyzed in Table 2.

** Proper application could not be carried out as the remuneration for the full year 2025 was not paid.

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(Amounts in thousands Euro, unless otherwise stated)

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Variable Remuneration and Benefits: Short-term variable remuneration

According to the approved program for measuring and evaluating the individual performance of executives, the possibility of providing short-term variable remuneration (Bonus) up to the approved maximum total limit of two and a half million euros (2,500,000 euros) is foreseen. The objectives associated with the provision of short-term variable remuneration arise through the establishment of specific Performance Metrics (KPIs). For executives who have a group role, the participation takes into account the total activity of the Group based on specific metrics that are evaluated in total up to 80%. When the evaluation concerns executives who do not have a group role, these criteria are limited to a maximum of 40% and additional metrics are set concerning the specific characteristics of Business Units with a maximum participation of 40%. Finally, with a maximum participation limit of 20%, the individual role of each executive involved is evaluated, according to the responsibilities he/she has at Group and/or business unit level.

Remuneration is within the approved limits of the Remuneration Policy and there is no deviation.

Stock Option Plan according to article 113 of Law 4548/2018:

The Stock Option Plan for the period 2019–2023 expired on 31 December 2023.

No new Stock Option Plan has been approved under article 113 of Law 4548/2018.

Share bonus program according to article 113 of Law 4548/2018:

The share bonus Program for the period 2023-2027 was approved by virtue of decision of the Annual General Assembly of shareholders dated 20.06.2023.

By resolution of the Board of Directors dated 18 January 2024, the detailed terms of the Program were approved. Under the Share Bonus Program for the period 2023–2027, performance criteria (KPIs) have been established, which vest either upon achievement of the target, on an annual basis, or at the end of a two-year period. The vesting of shares is determined by a decision of the Board of Directors for the eligible participants of the Program.

In 2025, the achievement of targets related to the concessions sector, the distribution ratio of the parent company and the debt service ratio for the financial year 2024 was confirmed, demonstrating both the capability of the Company’s executives and the resilience and reliability of the Company. Pursuant to the Board of Directors’ decision dated 28.04.2025, a total of 1,125,000 shares were vested. On 19.12.2025, a total of 1,112,500 shares were distributed to 43 eligible Participants of the Program.

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* In 2025, shares were distributed for the first time under the program.

** On 28.04.2025, the Board of Directors approved the vesting of a total of 1,112,500 shares due to the achievement of targets.

*** During 2025, a total of 1,112,500 shares were distributed, 770.528 to the executive BoD members and 341.972 to 36 executives of the Group. Grant date: 19.12.2025.

Benefits

In accordance with the Remuneration Policy, a group life and health insurance policy is provided. The amounts listed in Table 1 refer to the premiums paid by the Company for group life and health insurance for each member of the Board of Directors. The car benefit (benefit in kind) has been granted to three (3) of the seven (6) current executive members, i.e. 50%. The stated amounts relate to the taxable benefit in kind that is recognized as income. Corporate credit cards issued to BoD members relate solely to the coverage of corporate expenses, such as travel and overnight expenses and do not constitute a benefit but cover corporate expenses.

Independent non-executive members shall not be provided with variable remuneration or benefits in kind. Any payments relate solely to the coverage of travel expenses from their place of residence to the Company's headquarters for their participation in the meetings of the Board of Directors and the General Assembly of the Company.

No pension plan has been implemented at present.

Comparative Table of Information

The Comparative Table of Total Annual Deviations in Remuneration of Members of the Board of Directors of the Company, Fixed, Variable (bonus) and benefits for the years 2020-2021-2022-2023-2024-2025 is presented below in accordance with article 187 of Law 4548/2018 (table 3).

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1 It is not possible to compare the remuneration of the years 2024 and 2025 due to their participation in the Board of Directors for a period of less than 2 years.

2 It is not possible to compare the remuneration of the years 2022 and 2023 due to his election to the Board of Directors on 30.11.22.

3 Change due to changes in the composition of the Committees during 2025.

4 Does not receive remuneration for her participation in the Board of Directors of GEK TERNA and its Committees.

5 It is not possible to compare the remuneration of the years 2024 and 2025 due to the beginning of his cooperation with the Company in June 2025.

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Below are presented the variations of a) the performance of the Company and the Group and b) the average annual remuneration of employees for the years 2021-2022-2023-2024-2025 according to para. 7 of article 187 of Law 4548/2018.

* The above does not include interest and dividends receivable.

** The change 2023vs2024 relates to adjusted EBITDA without the effect of discontinued RES sector.

The above information is provided within the framework of the provisions of para. 7 of article 187 of Law 4548/2018.

8.2.5 Remuneration Derogations

According to art. 112 para. 3 of Law 4548/18, no deviations from the approved remuneration policy were found pursuant to paragraph 7 of article 110. Therefore, explanations are not required for exceptional circumstances in respect of which a deviation of the remuneration policy has occurred.

8.2.6 Implementation Audit

The audit of the implementation of the Remuneration Policy and the preparation of the Remuneration Report is the responsibility of the Remuneration Committee and the Board of Directors.

The Report was reviewed by the statutory auditors of the audit firm Grant Thornton.

8.2.7 Approval of the Remuneration Report of Year 2024

According to art. 112 para. 3 of Law 4548/18, the remuneration report for the year 2024 was submitted for discussion to the Annual General Assembly of 11.06.2025, as an item of the agenda.

The General Meeting of Shareholders, with votes of 57,745,288 in favor (87.09% of those present), 8,396,930 against (12.66% of those present) and 160,000 abstentions (0.24% of those present),

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approved the proposal of the Board of Directors for the approval of the Remuneration Report for the year 2024, pursuant to article 112 of Law 4548/2018.

The vote of the shareholders regarding the Remuneration Report is advisory.

8.2.8Information on the use of the variable remuneration recovery feature

There is no case dictating the use of the right to recover variable remuneration during the financial year 2025.

8.2.9Publication of the Remuneration Report

According to art. 112 para. 4 of Law 4548/18, this Remuneration Report along with the date and results of the advisory vote of the General Assembly is submitted to publicity formalities and remains available on the Company's website for a period of ten (10) years as provided by the aforementioned provision. The Remuneration Report does not include special categories of personal data within the meaning of article 9 para. 1 of Regulation (EU) 2016/679 of the European Parliament and of the Council (L 119/1) or personal data concerning the marital status of the members of the Company's board of directors. The Company processes personal data of the members of the Board of Directors included in the remuneration report pursuant to article 112 for the purpose of increasing corporate transparency regarding the remuneration of board members, with the aim of enhancing members' accountability and shareholder oversight of such remuneration. Without prejudice to any longer disclosure period provided for by a special provision, the Company shall not disclose personal data included in the remuneration report after ten (10) years have elapsed since the publication of this remuneration report. According to art. 112 para. 6 of the aforementioned law, the members of the Board of Directors have ensured that the remuneration report has been prepared and is planned to be published, in accordance with the requirements of the provisions of this article.

9.Suitability Policy

The Company has a Suitability Policy for the Members of the Board of Directors, which was prepared by its Nominations and Remuneration Committee, in accordance with the provisions of article 3 of Law 4706/2020 and the guidelines of Circular no. 60 of the Hellenic Capital Market Commission. The Suitability Policy was updated to ensure compliance with the applicable legislation, as amended by Law 5178/2025. The Policy was approved by the General Assembly of the Company's shareholders dated 11.06.2025 following the approval of the Board of Directors on 11.06.2025 and entered into force from the date of its approval by the General Assembly.

For its compilation, the increased monitoring needs of the framework of Corporate Governance, of Risk Management, of Regulatory Compliance, were taken into account as well as the operation of Company Sectors such as Human Resources, Information Technology, Information Security Management, Health, Safety and Environment, by assigning management or supervision responsibilities to executive members of the BoD. At the same time, the Policy considered the ability to contribute to the responsibilities of and/or provide technical support to, the Board Committees.

The Suitability Policy aims to ensure quality staffing, effective operation and fulfillment of the role of the Board of Directors based on the overall strategy and medium to long-term business goals of the Company, with the aim of promoting the corporate interest.

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

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

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

The guiding principles governing the Suitability Policy are the following:

•Compliance

•Transparency

•Proportionality

•Diversity

•Meritocracy

•Effectiveness

•Experience and historicity

10.Diversity Policy

The Company implements a Diversity Policy for the composition of the Board of Directors, aiming to ensure an appropriate level of differentiation with respect to members’ knowledge, skills, professional experience and personal characteristics. The Policy seeks to establish a Board with a diversified composition, capable of effectively supporting the Group’s strategic direction and contributing to its sound and prudent management.

The Company considers that diversity in the Board’s composition enhances the quality of dialogue and decision-making processes by allowing the integration of different approaches, experiences and perspectives. At the same time, it contributes to fostering a culture of collaboration, mutual respect and constructive dialogue within the Board of Directors, which is reflected more broadly in the operation of the Group and reinforces the principles of responsible corporate governance. The coexistence of complementary skills and professional backgrounds also supports effective oversight of management, the rational assessment of business opportunities and proper risk management.

In the process of selecting and appointing members of the Board of Directors, the need to ensure an appropriate balance in professional qualifications, experience, independence of judgment and diversity of perspectives is taken into account, in accordance with the criteria set out in the Company’s

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Board of Directors Member Suitability Policy, to ensure the Board’s effective functioning and collective competence.

In this context, the Company ensures adequate gender representation on the Board of Directors in accordance with the percentages required by applicable legislation. At the same time, it applies principles of equal treatment and equal opportunities, preventing any form of discrimination based on gender, age, race, color, ethnic or social origin, religion or beliefs, disability, sexual orientation, or other personal characteristics.

The table below summarizes the key characteristics of the composition of the Board of Directors.

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Annual Financial Report of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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(Amounts in thousands Euro, unless otherwise stated)

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The achievement of substantial and not only formal diversity within the Boards of Directors is an important guarantee for their overall effectiveness. The above table shows the diversity in gender representation (12male/3female) in the Board of Directors, with the corresponding ratio among the Company's senior managers standing at 11male/7female. In addition, the table in combination with the CVs of the members reveals the width of knowledge and skills of the members of the Board of Directors, as well as the international experience transferred by many of them. The Board of Directors combines a mixture of competences, skills and diversity of personalities, knowledge and experience that strengthens its role and contributes to its success.

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

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

11.Sustainable Development Policy

Sustainable Development is an integral part of GEK TERNA Group’s identity and business strategy. The Group’s approach is based on the implementation of its Environmental, Social and Governance (ESG) Policy, which has been integrated into all operations and processes. The ESG Policy sets out the objectives, commitments and practices applied by the Group to prevent and mitigate environmental and social impacts, enhance corporate governance and create long-term value for all stakeholders.

The management of ESG matters is the responsibility of the ESG Committee, which systematically monitors the Group’s performance, assesses related risks, proposes improvement measures and ensures the continuous integration of sustainable development principles into strategic planning. The ESG Policy is updated annually by the Sustainable Development Division and approved by the CEO, ensuring alignment with evolving regulatory requirements and business environment needs.

The Policy covers the Group’s commitments to responsible and sustainable operation. Specifically, it addresses environmental management, waste, water, energy and greenhouse gas emissions. It also covers biodiversity, air pollutant and noise emissions. Furthermore, it incorporates the management of occupational health and safety, human rights protection, product quality and customer health and safety. Finally, the Policy addresses business continuity and support and active engagement with local communities, ensuring that the Group operates consistently, responsibly and with respect toward all those affected by its activities.

Regarding environmental management, the Group implements systems certified under the international ISO 14001 and ISO 50001 standards, aiming for responsible use of natural resources, reduction of greenhouse gas emissions and promotion of energy-efficient practices. At the same time, the Group adopts waste management plans in strict compliance with legislation. The Group systematically monitors water quality, applies biodiversity protection measures and implements

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interventions to control air pollutants, dust and noise across all operational units and construction sites.

On the social front, the Group promotes the safety, dignity and well-being of its employees, by implementing an Occupational Health and Safety management framework. All employees and external collaborators are regularly trained on safety issues, while inspections and audits are carried out across all facilities. Moreover, the Group applies strict practices to ensure human rights, prohibiting any form of forced, compulsory or child labor, while promoting equal opportunities and meritocracy. The Group has established mechanisms for reporting, monitoring and managing rights violations for both internal and external stakeholders.

The Group’s responsible operations also extend to the local communities in which it operates. It works closely with local authorities and public authorities, considers the needs and concerns of residents and safeguards land and property rights. Furthermore, the Group systematically invests in social initiatives, particularly in health, education, culture and support for vulnerable social groups, thereby enhancing its social footprint at both national and local levels.

In the corporate governance pillar, the Group applies a strict framework of business ethics and regulatory compliance. Based on the Code of Ethics and Conduct and certified ISO 37001 and ISO 37301 systems, the Group ensures transparency, accountability, proper decision-making and zero tolerance for corruption and bribery. The Group promotes responsible behavior across the entire supply chain, establishing partnerships aligned with the environmental and social principles it adopts.

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(Amounts in thousands Euro, unless otherwise stated)

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EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ACCORDING TO ARTICLE 4 OF L. 3556/2007

The present Explanatory Report of the Board of Directors is submitted to the Regular General Meeting of Shareholders, according to paragraph 8 article 4 of L. 3556/2007 and has been prepared according to the provisions of paragraph 7, article 4 of the aforementioned Law.

a) Structure of Share Capital

The Company’s Share Capital amounts to fifty-eight million, nine hundred fifty-one thousand, two hundred seventy five euro and eighty seven cents (58,951,275.87 euros), is fully paid and is divided into one hundred and three million, four hundred twenty three thousand and two hundred and ninety one (103,423,291) common registered shares of a nominal value of fifty seven cents (0.57 euros) each.

The Company’s shares are listed and traded on the Securities Main Market of the Athens Exchange.

All the rights and obligations stipulated by Law and the Company’s Articles of Association emanate from each share.

b) Limitations on transfer of Company shares

Transfer of Company shares takes place according to Law and there is no limitation on their transfer according to the Articles of Association.

c) Significant direct or indirect participations to the provisions of L 3556/2007

The following Table of Shareholders holding a percentage over 5% as at 31.12.2024 is presented below as follows:

NAME/TITLE

No of Shares

Georgios Peristeris (Direct and indirect)

32,887,489

31.7989%

Lexcor Master Fund

5,575,000

5.3905%

d) Shares providing special control rights

According to the Company’s Articles of Association, there are no shares that provide special control rights.

e) Limitations on voting rights

According to the Company’s Articles of Association, there are no limitations on voting rights emanating from its shares.

f) Agreements between Shareholders

The Company is not aware of any agreements between its Shareholders, which imply limitations on transfer of its shares or exercise of voting rights emanating from its shares.

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g) Rules for appointment and replacement of BoD Members and amendments to the Articles of Association

The Company’s Articles of Association are in compliance with the provisions of L. 3604/2007 and their provisions do not differ from those stipulated by L. 4548/2018 as in effect, both as regards appointment and replacement of Board Members and amendments to its articles.

h) Board of Directors authority issuing new shares or acquiring treasury shares

According to the provisions of par. 2 article 5 of the Articles of Association, the General Meeting may - through its decision - assign authority to the Board of Directors to increase - through its decision - the share capital in compliance with the provisions of L. 4548/2018.

According to the provisions of article 113 of L. 4548/2018, as in effect, the Board of Directors may increase the share capital by issuing new shares in the context of implementing the Stock Option Plan, approved by the General Meeting, for acquisition of Company shares by the beneficiaries.

According to the provisions of article 49 of L. 4548/2018, as in effect, following approval of the General Meeting, the Company’s Board of Directors may decide to acquire, through ATHEX, its treasury shares provided that the nominal value of the acquired shares, including the shares acquired previously and maintained by the Company, does not exceed 10% of its paid-up share capital.

The Extraordinary General Assembly as of February 13, 2024 decided to renew the share buyback program by the Company through ATHEX until the completion of 10% of the paid up share capital of the Company, for the purpose, established in article 49, L.4548/2018 as amended and effective, Regulation (EU) 596/2014 of the European Parliament and authorized Regulation (EU) 2016/1052 of the European Committee, until February 12, 2026, at a minimum purchase price of fifty seven cents (0.57 euro) and a maximum price of forty (40 euro) per share and authorized the Board of Directors to implement the aforementioned decision.

i) Significant agreements put into effect, amended or terminated in case of change in control following a takeover bid.

There are no agreements, which are put into effect, amended or terminated in case of change in the Company’s control following a takeover bid.

j) Agreements with the Members of the Board of Directors or the Company’s Employees

There are no agreements of the Company with members of its Board of Directors or its employees, which include payment of indemnity, specifically in case of resignation or termination without reasonable cause or termination of term or employment due to a takeover bid.

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(Amounts in thousands Euro, unless otherwise stated)

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Dear Shareholders,

2025 was a year during which the Group continued its stable trend of development. Moreover, the Group carefully continues implementing its investment plan, simultaneously maintaining adequate liquidity.

We would like to express our thanks to the Board or Directors, our Staff, Executives and Partners for their contribution to our work.

We also thank our Customers, Suppliers and cooperating Banks and of course you, our Shareholders, for your trust in us.

The Board of Directors unanimously approves the above Management Report to be submitted to the Annual Ordinary General Meeting of Shareholders.

Athens, 7th April 2026

On behalf of the Board of Directors,

Georgios Peristeris

Chairman of the Board of Directors and Chief Executive Officer

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INDEPENDENT AUDITOR’S REPORTS

-Independent Auditor’s Report

-Independent Auditor’s Limited Assurance Report

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Independent Auditor’s Report

(This report has been translated from Greek original version)

To the Shareholders of the company “GEK TERNA SA”

Report on Separate and Consolidated Financial Statements

Opinion

We have audited the accompanying separate and consolidated financial statements of “GEK TERNA SA” (“the Company”), which comprise the separate and consolidated statement of financial position as at December 31, 2025, separate and consolidated statements of other comprehensive income, changes in equity and cash flows for the year then ended and notes to the financial statements, including material accounting policy information.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the company “GEK TERNA SA” and its subsidiaries (the Group) as at 31 December 2025, their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards that have been adopted by the European Union.

Basis for Opinion

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

Key Audit Matters

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

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Other Information

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

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

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

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

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

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

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

Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements

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

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

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

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

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

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

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

•Obtain sufficient and appropriate audit evidence regarding financial reporting of entities or business operations within the Group for the purpose of expressing an opinion on the separate and consociated financial statements. Our responsibility is to design, supervise and perform the audit of the Company and its subsidiaries. We remain solely responsible for our audit opinion.

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

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

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

Report on Other Legal and Regulatory Requirements

1.Board of Directors Report

Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report and the Corporate Governance Statement included in this report, according to the provisions of paragraph 1, cases aa', ab' and b', of Article 154C of Law 4548/2018, which do not include the sustainability report and for which we have issued a relevant limited assurance report dated 28.04.2025 in accordance with the International Standard on Assurance Engagements 3000 (Revised), we note the following:

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

b.In our opinion, the Board of Directors’ Report has been prepared in accordance with the legal requirements of articles 150 and 153 of Law 4548/2018 with the exception of the requirement to submit a sustainability report under paragraph 5A of Article 150 of the same law and the content of the report is consistent with the accompanying financial statements for the year ended December 31, 2025.

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

2.Complementary Report to the Audit Committee

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

3.Provision of Non‐Audit Services

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

Authorized non‐audit services provided by us to the Company and its subsidiaries during the year ended as at December 31, 2025 are disclosed in Note 37 to the accompanying separate and consolidated financial statements.

4.Auditor’s Appointment

We were first appointed as the Company’s Chartered Accountants following as of 28/06/2017 Decision of the Annual Regular General Meeting of the Shareholders. Our appointment has been renewed by the decision of the annual general meeting of shareholders for a total uninterrupted period of 9 years.

5.Internal Regulation Code

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

6.Assurance Report on European Single Electronic Format

Subject Matter

We have undertaken a reasonable assurance engagement to review the digital records of “GEK TERNA SA” (“the Company and Group”), prepared in accordance with the European Single Electronic Format (ESEF) as defined by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in XHTML, as well as the provided XBRL (2138003TO2MTRHWVP686-2025-12-31-1-en.zip) with the appropriate mark-up, on the aforementioned consolidated financial statements including other explanatory information (Notes to financial statements) (hereinafter (the "Subject Matter") in order to verify that it was prepared in accordance with the requirements set out in the Applicable Criteria section.

Applicable Criteria

The Applicable Criteria for the European Single Electronic Format (ESEF) are prepared in accordance with the Commission Delegated Regulation (EU) 2018/815 as amended by the Commission Delegated Regulation (EU) 2020/1989 (hereinafter the ESEF Regulation) and the European Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia, the following requirements:

-All annual financial reports shall be prepared in XHTML format.

-For the consolidated financial statements in accordance with IFRS, financial information included in the Statements of Comprehensive Income, Financial Position, Changes in Equity and Cash Flows, as well as

330

the financial information included in other explanatory information shall be marked-up with XBRL (XBRL ‘tags’ and “‘block tag”’), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards.

Responsibilities of management and those charged with governance

Management is responsible for the preparation and submission of the standalone and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in accordance with the Applicable Criteria, and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities

Our responsibility is to issue this Report in respect of the assessment of the Subject Matter, based on our assurance engagement, as described below in the section "Scope of the Engagement”.

We conducted our work in accordance with the International Standard on Assurance Engagements 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” (hereinafter ISAE 3000”).

ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance to evaluate the Subject Matter in accordance with the Applicable Criteria. As part of the procedures performed, we assess the risk of material misstatement of information related to the Subject Matter.

We consider that the evidence we have obtained is sufficient and appropriate and supports the conclusion reached in this assurance report.

Professional ethics and quality management

We are independent of the Company and the Group during our entire assignment, and we have complied with the requirements of the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code) the ethical and independence requirements of Law 4449/2017 and Regulation (EU) 537/2014.

Our auditing firm applies the International Standard on Quality Management (ISQM) 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” and accordingly, operates a comprehensive system of quality management including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Scope of engagement

The assurance procedures we performed covers, in a limited way, the items included in the BoD Resolution 214/4/11-02-2022 of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines in relation to the work and assurance report of the Statutory Auditors on the European Single Electronic Reporting Form (ESEF) of the issuers with securities listed on a regulated market in Greece", as issued by the Institute of Certified Public Accountants of Greece (SOEL) on 14/02/2022, so as to obtain reasonable assurance that the separate and consolidated financial statements of the Company prepared by the Management comply in all material respects with the Applicable Criteria.

Inherent limitations

Our work covered the items listed in the "Scope of Engagement" section to obtain reasonable assurance based on the procedures described. In this context, the work we performed could not provide absolute assurance that all matters that could be considered material weaknesses would be disclosed.

331

Conclusion

Based on the procedures performed and the evidence obtained, we express the conclusion that the standalone and consolidated financial statements of the Company and the Group for the year ended December 31, 2025, in XHTML format, as well as the provided XBRL file (2138003TO2MTRHWVP686-2025-12-31-1-en.zip) with the appropriate mark-up on the above consolidated financial statements, including the Notes, have been prepared, in all material respects, in accordance with the Applicable Criteria.

Athens, April 7th, 2026 The Certified Public Accountant


George Panagopoulos
Registry Number SOEL 36471

332

Independent Auditor’s Limited Assurance Report

To the shareholders of the Company “GEK TERNA S.A.”

Independent Auditor’s Limited Assurance Report on the GEK TERNA S.A. Sustainability Report

We have conducted a limited assurance engagement on the consolidated Sustainability Statement of GEK TERNA S.A. (hereinafter the “Company” and/or “Group”), included in the section “Sustainability Report” of the consolidated Board of Directors’ Report (hereinafter the “Sustainability Report”), for the period from 01.01.2025 to 31.12.2025.

Limited assurance conclusion

Based on the procedures we have performed, as described below in the paragraph “Scope of Work Performed”, as well as the evidence obtained, nothing has come to our attention that causes us to believe that:

•the Sustainability Report is not prepared, in all material respects, in accordance with article 154 of Law 4548/2018 as amended and in effect by Law 5164/2024, which incorporated article 29(a) of EU Directive 2013/34/EU into the Greek legislation;

•the Sustainability Report does not comply with the European Sustainability Reporting Standards (hereinafter “ESRS”), in accordance with Regulation (EU) 2023/2772 of the Commission of 31 July 2023 and Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022;

•the process carried out by the Company for the identification and assessment of material impacts, risks and opportunities (hereinafter the "Process"), as set out the Note “Impact, risk and opportunity management” to the Sustainability Report, does not comply with "Impact, Risk, and Opportunity Management" of ESRS 2 "General Disclosures";

•the disclosures included in the section “Disclosures under the EU Taxonomy Regulation (Regulation 2020/852)” of the Sustainability Report are not in compliance with Article 8 of Regulation (EU) 2020/852.

Basis for the conclusion

The limited assurance engagement was conducted in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised) “Assurance Engagements Other than Audits or Reviews of Historical Financial Information” (hereinafter “ISAE 3000”).

The procedures in a limited assurance engagement vary in nature and timing from and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

Our responsibilities are further described in the “Auditor’s Responsibilities” section.

333

Professional Ethics and Quality Management

We are independent from the Company throughout this work and have complied with the requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants (IAS Code), the ethics and independence requirements of Law 4449/2017 and EU Regulation 537/2014.

Our auditing firm applies the International Standard on Quality Management (ISQM) 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services engagements”, and consequently maintains a comprehensive quality management system, which includes documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Responsibilities of the Company’s Management for the Sustainability Report

The Company’s Management is responsible for designing and implementing an appropriate Process to identify the information reported in the Sustainability Statement in accordance with the ESRS and for disclosing this Process in section “Basis for preparation” of the Sustainability Report.

More specifically, this responsibility includes:

•Understanding the context in which the Company and Group activities and business relationships take place and developing an understanding of its affected stakeholders;

•Identifying the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the Company’s and Group’s financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term;

•Assessing the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and

•Making assumptions that are reasonable in the circumstances.

The Company’s and the Group’s Management is further responsible for the preparation of the Sustainability Report, in accordance with article 154 of Law 4548/2018 as amended and in effect by Law 5164/2024, which incorporated article 29(a) of EU Directive 2013/34/EU into the Greek legislation.

In this context, the Company’s and the Group’s Management is responsible for:

•Ensuring compliance of the Sustainability Report with the ESRS;

•Preparing the disclosures in section “Disclosures in accordance with the Taxonomy Regulation (Regulation (EU) 2020/852)” of the Sustainability Report in compliance with Article 8 of Regulation (EU) 2020/852;

•Designing and implementing such internal controls that management determines are necessary to enable the preparation of the Sustainability Report that is free from material misstatement, whether due to fraud or error; and

•Selecting and implementing appropriate reporting methods and making assumptions and estimates about individual sustainability disclosures within the Sustainability Report that are reasonable in the circumstances.

334

The Company’s Audit Committee is responsible for supervising the drafting process of the Company’s Sustainability Report.

Inherent limitations in preparing the Sustainability Report

As stated in the Note to the Sustainability Report "Disclosures in relation to specific circumstances [BP-2]", the data used includes estimates of third-party providers or sector-average values. “Where metrics incorporate upstream and/or downstream value chain data derived from indirect or proxy sources, such estimations are explicitly disclosed within the relevant section. The accompanying narrative outlines the specific metrics concerned, the basis of preparation, and the resulting level of estimation accuracy and reliability.

With respect to estimation methodologies and associated uncertainties, the Group has defined the key assumptions and judgmental parameters applied. It provides transparent disclosure regarding sources of estimation uncertainty for applicable quantitative metrics and/or reported monetary amounts.

In disclosing forward-looking information in accordance with ESRS, the Company’s Management is required to prepare the forward-looking information on the basis of disclosed assumptions, about events that may occur in the future and possible future actions by the Company and the Group. The actual outcome is likely to be different since anticipated events frequently do not occur, as expected.

As disclosed in the Note “Transition Plan for Climate Change Mitigation [E1-1]’ in the Sustainability Report, the information incorporated in the relevant disclosures is based, inter alia, on climate-related scenario analyses. Such scenarios are subject to inherent uncertainties with respect to the likelihood, timing, and potential impact of future climate-related physical and transition risks.

Our work covered the items listed in the “Scope of Work Performed” section to obtain limited assurance based on the procedures included in the Program, as this is defined in this section. Our work does not constitute an audit or review of historical financial information, in accordance with applicable International Standards on Auditing or International Standards on Review Engagements, and therefore we do not express any assurance other than those listed in the "Scope of Work Performed" section.

Auditor’s responsibilities

This limited assurance report has been drawn up based on the provisions of Article 154C of Law 4548/2018 and Article 32A of Law 4449/2017.

Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the Sustainability Report is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the Sustainability Report as a whole.

As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), we exercise professional judgement and maintain professional skepticism throughout the engagement.

Our responsibilities in respect of the Sustainability Report, in relation to the Process, include:

•Carrying out risk assessment procedures, including an understanding of the relevant internal controls, to identify risks related to whether the Process, followed by the Company and the Group to determine the information referred to in the Sustainability Report does not cover the applicable requirements of the ESRS, but not for the purpose of providing a conclusion regarding the effectiveness of the internal controls on the Process and

335

•Designing and carrying out procedures to assess whether the Process for identifying the information referred to in the Sustainability Report is consistent with the description of the Process as disclosed in section “Impact, Risk and Opportunity Management [ESRS 2 IRO-1] and “Material impacts, risks and opportunities and their interaction with strategy and business model [ESRS 2 SBM-3]” of the Report.

Moreover, we are responsible for:

•Performing risk assessment procedures, including an understanding of the relevant internal control mechanisms, to identify those disclosures that are likely to be materially misstated, whether due to fraud or error, but not for the purpose of providing a conclusion on the effectiveness of the Company’s and Group's internal control mechanisms.

•Designing and carrying out procedures related to those disclosures of the consolidated Sustainability Report, in which a material error is likely to occur. The risk of not detecting a material misstatement arising from fraud is higher than that arising from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the circumvention of internal controls.

Scope of Work Performed

Our work includes performing procedures and obtaining assurance evidence for the purpose of deriving a limited assurance conclusion and covers only the limited assurance procedures provided for in the limited assurance program issued by ELTE's decision 22.01.2025, as it was formed for the purpose of issuing a limited assurance report on the Company’s and Group's Sustainability Report.

Our procedures were designed to obtain a limited level of assurance on which to base our conclusion and do not provide all of the evidence that would be required to provide a reasonable level of assurance.

Athens, April 7th, 2026 The Certified Public Accountant


Georgios Panagopoulos
Registry Number SOEL 36471

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

336

III.ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED AS AT DECEMBER 31 2025 (1 January - 31 December 2025)

Under the International Financial Reporting Standards (IFRS), as adopted by the European Union

The attached Financial Statements were approved by the Board of Directors of GEK TERNA S.A. at its meeting held as at 7th April 2026 and have been posted on the internet at the website http://www.gekterna.com, as well as on the Athens Stock Exchange’s website.

The Annual Financial Statements of the consolidated subsidiaries, as provided by the Hellenic Capital Market Commission decision 8/754/14.04.2016, are available on the Internet at the website http://www.gekterna.com

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GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

338

CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION AS OF 31 DECEMBER 2025

		GROUP		COMPANY
	Note	31.12.2025	31.12.2024*	31.12.2025	31.12.2024

Non-current assets
Intangible fixed assets	8.1	4,952,885	3,877,972	379	393
Right of use assets	9	172,925	78,883	38,676	1,269
Tangible fixed assets	10	168,712	177,864	13,982	17,169
Goodwill	8.2	25,593	25,593	0	0
Investment property	11	69,362	70,039	6,535	7,112
Participations in subsidiaries	12	0	0	1,136,606	1,022,899
Participations in associates	13	132,997	126,665	128,601	127,176
Participations in joint ventures	14	259,484	231,373	68,890	68,179
Financial Assets - Concessions	15	67,362	74,454	0	0
Investment in equity interests	21	6,118	5,944	5,457	5,868
Other long-term assets	16	272,128	172,160	587,550	314,567
Receivables from derivatives	31	150,344	100,767	0	0
Deferred Tax Assets	34	97,431	88,432	0	0
Total non-current assets		6,375,341	5,030,146	1,986,676	1,564,632

Current assets
Inventories	17	37,930	44,578	2,082	2,835
Trade receivables	18	684,874	648,307	64,488	50,257
Receivables from contracts with customers	19	473,960	579,345	4,373	10,958
Advances and other receivables	20	527,322	453,578	78,299	50,429
Income tax receivables		38,978	39,585	6,669	6,139
Financial assets at fair value through profit and loss	22	48,342	31,654	36,220	21,255
Short-term part of receivables from derivatives	31	49,892	42,165	0	0
Cash and cash equivalents	23	1,693,461	1,517,445	852,867	853,142
Total current assets other than non-current assets held for sale		3,554,759	3,356,657	1,044,998	995,015
Non-current assets held for sale		0	4,601	0	4,600
Total current assets		3,554,759	3,361,258	1,044,998	999,615
TOTAL ASSETS		9,930,100	8,391,404	3,031,674	2,564,247

EQUITY AND LIABILITIES
Share capital	32	58,951	58,951	58,951	58,951
Share premium account		179,151	179,151	179,151	179,151
Reserves	33	732,458	602,879	71,647	57,896
Retained earnings		1,006,124	917,103	1,235,776	1,100,308
Total equity attributable to the owners of parent		1,976,684	1,758,084	1,545,525	1,396,306

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

339

		GROUP		COMPANY
	Note	31.12.2025	31.12.2024*	31.12.2025	31.12.2024
Non-controlling interests		71,122	14,137	0	0
Total equity		2,047,806	1,772,221	1,545,525	1,396,306

Non-current liabilities
Long-term loans	24	5,592,278	4,401,960	1,287,501	879,071
Liabilities from leases	25	79,493	59,109	37,837	861
Other long-term liabilities	30	196,232	198,624	5,890	9,641
Other provisions	27	24,191	12,513	0	0
Provisions for staff leaving indemnities	26	4,883	4,086	475	499
Grants	28	8,549	9,007	0	0
Liabilities from derivatives	31	53,163	117,944	0	0
Deferred tax liabilities	34	88,067	87,619	20,607	17,392
Total non-current liabilities		6,046,856	4,890,862	1,352,310	907,464

Current liabilities
Suppliers	29	367,193	494,043	58,676	55,865
Short term loans	24	96,726	139,883	50,488	50,693
Long term liabilities payable during the next financial year	24	329,863	265,892	11,908	136,901
Short-term part liabilities from leases	25	25,533	17,546	1,247	413
Liabilities from contracts with customers	19	429,792	325,095	292	164
Accrued and other short term liabilities	30	530,856	466,875	11,228	16,095
Short-term part of liabilities from derivatives	31	19,610	14,159	0	0
Income tax payable		35,865	4,827	0	346
Total current Liabilities other than liabilities included in non-current assets held for sale		1,835,438	1,728,320	133,839	260,477
Liabilities related to non-current assets held for sale		0	1	0	0
Total current Liabilities		1,835,438	1,728,321	133,839	260,477

Total Liabilities		7,882,294	6,619,183	1,486,149	1,167,941

TOTAL EQUITY AND LIABILITIES		9,930,100	8,391,404	3,031,674	2,564,247

The accompanying notes form an integral part of these Separate and Consolidated Financial Statements.

* The Group’s comparative figures for the year ended 31 December 2024, specifically the balances of “Goodwill,” “Intangible Assets,” and “Deferred Tax Liabilities,” have been restated due to the finalization of the PPA of the acquired companies (see Note 7.1)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

340

CONSOLIDATED AND SEPARATE STATEMENT OF TOTAL COMPREHENSIVE INCOME 2025

		GROUP		COMPANY
Profit and Loss	Note	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Continuing operations
Turnover	6,35	3,855,368	3,249,861	137,850	143,798
Cost of sales	36	(3,421,210)	(2,912,709)	(117,281)	(122,828)
Gross profit/(loss)		434,158	337,152	20,569	20,970
Administrative and distribution expenses	36	(117,623)	(110,400)	(26,150)	(31,119)
Research and development expenses	36	(3,230)	(6,891)	(855)	(3,618)
Other income/(expenses)	38	(15,591)	(70,276)	3,584	2,636
Results before taxes, financing and investing activities from continuing operations		297,714	149,585	(2,852)	(11,131)
Net financial income/(expenses)	42	(172,697)	(108,545)	(389)	(12,316)
Profit / (loss) from sale of participations and securities	39	9,245	(1,433)	16,365	852,598
Profit / (loss) from valuation of participations and securities	40	15,555	5,532	16,832	(23,969)
Income / (losses) from participations and other securities	41	1,545	4,246	165,186	68,241
Profit / (loss) from the consolidation of associates under the equity method	6,13	7,673	(591)	0	0
Profit / (loss) from the consolidation of joint ventures under the equity method	6,14	23,867	4,291	0	0
Earnings/(Losses) before taxes from continuing operations	6	182,902	53,085	195,142	873,423
Income tax	34	(46,303)	(35,399)	(5,723)	(1,998)
Net Earnings/(losses) after taxes from continuing operations	6	136,599	17,686	189,419	871,425

Discontinued operations
Net Earnings/(losses) after taxes from discontinued operations		0	831,722	0	0
Net Earnings/(losses) after taxes from continuing and discontinued operations	6	136,599	849,408	189,419	871,425

Other Comprehensive Income/(Expenses)
a) Other Comprehensive Income/(expenses) that will be transferred to Income Statement in subsequent periods
Proportion in Other comprehensive income of associates	13	1,382	99	0	0
Proportion in Other comprehensive income of joint ventures	14	999	(209)	0	0
Cash flow hedges

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

341

		GROUP		COMPANY
Profit and Loss	Note	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
-Gain/(Losses) current period	31	130,377	(35,482)	0	0
Translation differences from incorporation of foreign entities
-Gain/(Losses) current period		513	(218)	0	0
Tax corresponding to the above results	34	(28,683)	7,788	0	(19)
Total		104,588	(28,022)	0	(19)
b) Other Comprehensive Income/(expenses) that will be not transferred to Income Statement in subsequent periods
Valuation of investments in equity interests	21	(372)	6,145	(373)	6,240
Actuarial gains/(losses) on defined benefit pension plan	26	(138)	(237)	21	(30)
Proportion in Other comprehensive income of joint ventures	14	16	(5)	0	0
Tax corresponding to the above results	34	126	(1,301)	91	(1,366)
Total		(368)	4,602	(261)	4,844
Net Other Comprehensive Income		104,220	(23,420)	(261)	4,825
Total comprehensive income		240,819	825,988	189,158	876,250

Net earnings/(losses) attributed to:
Shareholders of the parent
-from continuing operations		139,006	24,800
-from discontinued operations		0	793,583
Total		139,006	818,383

Non-controlling interests
-from continuing operations		(2,407)	(7,114)
-from discontinued operations		0	38,139
Total		(2,407)	31,025
Net Earnings/(losses) after taxes from continuing and discontinued operations		136,599	849,408

Total comprehensive income/(losses) attributed to:
Shareholders of the parent
-from continuing operations		238,430	(586)
-from discontinued operations		0	794,928
Total		238,430	794,342

Non-controlling interests
-from continuing operations		2,389	(5,148)
-from discontinued operations		0	36,794

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

342

		GROUP		COMPANY
Profit and Loss	Note	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Total		2,389	31,646
Total comprehensive income		240,819	825,988

Basic Earnings/(losses) per share (in Euro) attributed to shareholders of the parent
-from continuing operations		1.38842	0.25064
-from discontinued operations		0.00000	8.02046
Total	32	1.38842	8.27110

The accompanying notes form an integral part of these Separate and Consolidated Financial Statemenτ.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

343

CONSOLIDATED AND SEPARATE STATEMENT OF CASH FLOWS 2025

		GROUP		COMPANY
	Note	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Cash flows from operating activities
Profit/(loss) before tax from continued operations	6	182,902	53,085	195,142	873,423
Adjustments for the agreement of the net flows from the operating activities
Depreciation	8.1,9,10	231,956	122,544	3,800	2,200
Fixed assets grants amortization	38	(726)	(275)	0	0
Provisions		64,086	42,644	65	159
Impairments	38	22,766	69,755	(2,056)	29,513
Other non-cash expenses/(revenue)		(5,325)	(664)	0	0
Interest and related revenue	42	(66,616)	(53,738)	(36,295)	(26,331)
Interest and other financial expenses	42	233,741	152,488	36,684	38,647
Results from derivatives	42	5,572	9,795	0	0
Results from associates and joint ventures	6	(31,540)	(3,699)	0	0
Results from participations and securities	6	(26,345)	(8,346)	(196,316)	(926,372)
Results from investment property		274	(1,894)	27	(456)
Results from fixed assets		(254)	(214)	(155)	0
Foreign exchange differences		1,049	518	0	0
Share based payments	33	19,342	25,293	13,179	18,971
Operating profit/(loss) before changes in working capital		630,882	407,292	14,075	9,754

(Increase)/Decrease in:
Inventories		6,454	168	752	1,170
Investment property as main activity		336	(370)	550	0
Trade receivables		47,615	(48,715)	(7,808)	(24,994)
Blocked bank deposit accounts		(8,830)	(13,167)	4,754	(57)
Prepayments and other receivables		(70,545)	(122,031)	(2,250)	(927)
Increase/(Decrease) in:
Suppliers		(128,904)	96,066	2,811	13,895
Accruals and other liabilities		131,343	73,918	(5,536)	7,381
Income tax (Payments)/Receipts		(51,740)	(51,482)	(3,293)	(2,210)
Cash flows from operating activities of continuing operations		556,611	341,679	4,055	4,012
Cash flows from operating activities of discontinued operations		0	85,329	0	0
Net cash flows from operating activities		556,611	427,008	4,055	4,012

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Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

344

		GROUP		COMPANY
	Note	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024

Cash flows from investing activities
Proceeds from disposals of fixed assets		316	903	2,672	0
Payments for purchases of fixed assets		(1,335,337)	(3,307,983)	(967)	(4,197)
Proceeds from grants	28	1,627	470	0	0
Interest and related income received		22,763	20,101	28,348	15,002
Proceeds from loss of control of subsidiaries		13,202	865,097	13,202	864,350
Payments for acquisition of subsidiaries		(10,938)	(39,754)	(4,500)	(42,900)
Cash and cash equivalent of the companies acquired or whose consolidation was discontinued		3	2,519	0	0
Proceeds from sale or decrease in participating interest in associates and joint ventures (JVs)		630	149	628	0
Payments for acquisition or increase in participating interest in associates and joint ventures (JVs)		(6,298)	(93,109)	(2,898)	(53,446)
Proceeds from sale of shares, bonds and other securities		20,973	4,112	20,491	0
Payments for acquisition of shares, bonds and other securities		(2,610)	(22,090)	(569)	(21,971)
Receipts of Dividends		10,490	3,588	132,007	68,241
Proceeds from issued loans		1,089	1,921	46,313	39,811
Issued loans		(71,995)	(39,407)	(326,819)	(198,452)
Proceeds from lease receivables		16,322	12,678	0	0
Payments for acquisition of assets for issued leases		(21,129)	0	0	0
Cash flows from investing activities of continuing operations		(1,360,892)	(2,590,805)	(92,092)	666,438
Cash flows from investing activities of discontinued operations		0	(371,233)	0	0
Net cash flows for investing activities		(1,360,892)	(2,962,038)	(92,092)	666,438

Cash flows from financing activities
Receipts from changes in subsidiaries without loss of control	12	57,163	0	65,397	3,429
Payments from changes in subsidiaries without loss of control	12	(2,284)	0	(164,140)	(555,252)
Receipts from increase of share capital		0	76,530	0	76,529
Payments for share capital refund		0	(25,833)	0	(25,833)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

345

		GROUP		COMPANY
	Note	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Receipts from increase of share capital in subsidiaries from non-controlling interests		9,250	625	0	0
Proceeds from sale or issue of treasury shares		0	730	0	152
Payments to acquire treasury shares	33	(6,735)	(7,187)	(17,913)	(7,187)
Proceeds from exercise of options		0	3,192	0	3,192
Proceeds for short term loans		55,000	141,561	0	50,000
Payments for short term loans		(98,713)	(59,267)	0	0
Proceeds for long term loans		1,589,405	2,956,174	500,000	195,000
Payments for long term loans		(334,608)	(125,257)	(210,525)	(105,518)
Payments for leases		(26,569)	(20,258)	(2,735)	(457)
Dividends paid to equity holders of parent	32	(41,330)	0	(41,330)	0
Dividends paid to non controlling interest		(1,521)	(6,235)	0	0
Interest and other financial expenses paid		(234,752)	(176,204)	(40,992)	(33,271)
Receipts from hedging derivatives		26,872	18,239	0	0
Payments for hedging derivatives		(9,165)	(3,952)	0	0
Cash flows from financing activities of continuing operations		982,013	2,772,858	87,762	(399,216)
Cash flows from financing activities of discontinued operations		0	(32,251)	0	0
Net cash flows from financing activities		982,013	2,740,607	87,762	(399,216)

Net (decrease)/increase in cash and cash equivalents from continuing operations		177,732	523,732	(275)	271,234
Net (decrease)/increase in cash and cash equivalents from discontinued operations		0	(318,155)	0	0
Net increase /(decrease) of cash and cash equivalents		177,732	205,577	(275)	271,234
Effect of foreign exchange rate differences in cash		(1,716)	1,221	0	0
Minus Cash and cash equivalents held for sale		0	(2)	0	0
Cash and cash equivalents at the beginning of the period	6,23	1,517,445	1,310,649	853,142	581,908
Cash and cash equivalents at the end of the period	6,23	1,693,461	1,517,445	852,867	853,142

The accompanying notes form an integral part of these Separate and Consolidated Financial Statements.

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Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

346

CONSOLIDATED AND SEPARATE STATEMENT OF CHANGES IN EQUITY 2025

COMPANY	Note	Share capital	Share premium	Reserves	Retained earnings	Total
1st January 2025		58,951	179,151	57,896	1,100,308	1,396,306
Total comprehensive income		0	0	(261)	189,419	189,158
Distribution of dividends	32	0	0	0	(41,369)	(41,369)
Acquisition of treasury shares	33	0	0	(17,913)	0	(17,913)
Disposal of treasury shares	33	0	0	16,083	0	16,083
Share based payments	33	0	0	3,260	0	3,260
Formation of reserves	33	0	0	12,643	(12,643)	0
Transfers / other movements	33	0	0	(61)	61	0
31st December 2025		58,951	179,151	71,647	1,235,776	1,545,525

COMPANY	Note	Share capital	Share premium	Reserves	Retained earnings	Total
1st January 2024		58,951	169,678	47,089	172,355	448,073
Total comprehensive income		0	0	4,825	871,425	876,250
Issue of Share Capital		0	79,200	0	(2,671)	76,529
Refund of Share Capital		0	(25,856)	151	0	(25,705)
Acquisition of treasury shares		0	0	(7,187)	0	(7,187)
Disposal of treasury shares		0	(43,871)	48,632	0	4,761
Share based payments		0	0	23,585	0	23,585
Transfers / other movements		0	0	(59,199)	59,199	0
31st December 2024		58,951	179,151	57,896	1,100,308	1,396,306

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

347

GROUP	Note	Share capital	Share premium	Reserves	Retained earnings	Sub-Total	Non-Controlling Interest	Total
1st January 2025		58,951	179,151	602,879	917,103	1,758,084	14,137	1,772,221
Total comprehensive income		0	0	99,424	139,006	238,430	2,389	240,819
Share capital increase of subsidiaries		0	0	0	0	0	9,250	9,250
Dividends to owners of parent	32	0	0	0	(41,369)	(41,369)	0	(41,369)
Distribution of dividends and reserves to non-controlling interests		0	0	0	0	0	(1,012)	(1,012)
Acquisition of treasury shares	33	0	0	(6,735)	0	(6,735)	0	(6,735)
Disposal of treasury shares	33	0	0	16,082	0	16,082	0	16,082
Share based payments	33	0	0	3,260	0	3,260	0	3,260
Change in interest of consolidated subsidiary		0	0	0	8,930	8,930	46,358	55,288
Termination in consolidation of subsidiary/joint operation		0	0	0	2	2	0	2
Formation of reserves	33	0	0	17,610	(17,610)	0	0	0
Transfers/Other	33	0	0	(62)	62	0	0	0
31st December 2025		58,951	179,151	732,458	1,006,124	1,976,684	71,122	2,047,806

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025- 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

348

GROUP	Note	Share capital	Share premium	Reserves	Retained earnings	Sub-Total	Non-Controlling Interest	Total
1st January 2024		58,951	348,187	674,938	(139,966)	942,110	334,512	1,276,622
Total comprehensive income		0	0	(24,042)	818,384	794,342	31,646	825,988
Issue of Share Capital		0	79,200	0	(2,671)	76,529	0	76,529
Refund of Share Capital		0	(25,856)	730	0	(25,126)	(1,052)	(26,178)
Share capital increase of subsidiaries		0	0	0	0	0	625	625
Distribution of dividends and reserves to non-controlling interests		0	0	0	0	0	(34,593)	(34,593)
Acquisition of treasury shares		0	0	(7,186)	0	(7,186)	0	(7,186)
Disposal of treasury shares		0	(43,871)	48,632	0	4,761	0	4,761
Share based payments		0	0	24,436	0	24,436	1,428	25,864
Change in interest of consolidated subsidiary		0	0	0	(51,000)	(51,000)	51,000	0
Change due to acquisition of a subsidiary		0	0	0	0	0	431	431
Termination in consolidation of subsidiary/joint operation		0	(178,509)	(73,005)	250,848	(666)	(370,007)	(370,673)
Formation of reserves		0	0	22,506	(22,622)	(116)	147	31
Transfers/Other		0	0	(64,130)	64,130	0	0	0
31st December 2024		58,951	179,151	602,879	917,103	1,758,084	14,137	1,772,221

The accompanying notes form an integral part of these Separate and Consolidated Financial Statements.

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Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

349

NOTES ON THE FINANCIAL STATEMENTS

1GENERAL INFORMATION ABOUT THE GROUP AND THE COMPANY

«GEK TERNA S.A. » (the “Company” or «GEK TERNA») as the company GEK TERNA S.A., was renamed according to the decision of the Extraordinary General Shareholders’ Meeting on 13.02.2024 and approved by the No. 3230817/01.03.2024 decision of the Ministry of Development and ΑΔΑ: ΨΘΤ346ΝΛΣΞ-ΧΦΡ, is registered in the General Commercial Registry of the Ministry of Development under Reg. No. 253001000 and in the Société Anonyme Registry of the Ministry of Development with Registration number 6044/06/Β/86/142. With the decision of the Extraordinary General Meeting of shareholders from 20.10.2022, the duration of the Company was changed to an indefinite period.

The company is based in the municipality of Athens and its head offices are located in 85, Mesogeion Avenue, Postal Code 11526 Athens (tel: 210‐6968200), following the decision of its Board of Directors on the 14th of March 2003.

The company was founded in 1960 under the title ERMIS HOTELS AND ENTERPRISES S.A. In the middle of the 1960s it was renamed to ERMIS REAL ESTATE CONSTRUCTIONS ENTERPRISES S.A. with its main activity being building constructions (ERMIS mansion, apartment buildings and maisonettes in various areas across the country). In 1969, the company listed its shares in the Athens Stock Exchange (28.08.1969). Following the Extraordinary General Shareholders’ Meeting on the 4th of August 1999 the company’s ownership status is altered. On 16.10.2000, the decision No. Κ2‐ 10469/16.10.2000 of the Ministry of Development is registered in the Société Anonyme Registry. This decision approved the amendment, by changing the numbering and the provisions of the Articles, and the codification of the company’s Articles of Association in accordance with the decision of the Extraordinary General Shareholders’ Meeting on 17.07.2000. On the same date, the completely new text of the Articles of Association, with the amendments, is registered in the Société Anonyme registry. On 10.02.2004 the Board of Directors decided that the company should merge with the company “GENERAL CONSTRUCTION COMPANY S.A.” by absorbing it. The Extraordinary General Shareholders’ Meetings of both the acquiring and the absorbed company, that took place on 15.10.2004, approved the Merger Contract Plan. The merger was completed on 03.12.2004 with decision Κ2‐13956 of the Ministry of Development that was published in the Government Gazette under No. 14334/03.12.2004. At the same time, the change of the company’s title and the amendment to its corporate objective were approved.

On 23.12.2008 the merger through absorption of part of the other activities of the company TERNA SOCIETE ANONYME TOURISM TECHNICAL AND SHIPPING COMPANY, was approved by means of the decision by the Ministry of Development under Reg. No. Κ2-15458/23.12.2008.

The Company’s share capital amounts to Euro fifty-eight million, nine hundred fifty-one thousand, two hundred seventy-five and eighty-seven cents (58,951,275.87 euros) and is divided to one hundred and three million, four hundred twenty-three thousand and two hundred and ninety-one (103,423,291) common registered shares with a nominal value of Euro fifty-seven cents (0.57 euros) each.

The main activity of the Company is the management of self-financed or co-financed projects, the construction of any kind of projects, its participation in companies having similar activities, as well as

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Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

350

the development and management of investment property.

The Group has a significant and specialized presence in construction, the construction and operation of energy projects, the management of self-financed or co-financed projects, the production and trading of energy as well as in the development, management and exploitation of investment property having a strong capital base.

The activities of the Group mainly take place in Greece , while at the same time it has significant presence in the Balkans, the Middle East, the Eastern Europe and the North America. The Group's operations focus on the following operating segments:

• Constructions : almost exclusively, technical construction contracts.

• Thermal energy trading in electric energy and natural gas : production of electric energy through fuels and natural gas and trading in electric energy and natural gas.

• Industry : refers to the production of quarry products and the exploitation of magnesite quarries.

• Real Estate : acquisition, development, and exploitation of real estate as well as investments for the purposes of acquisition of surplus value from the increase in the real estate items prices.

• Concessions : construction and operation of infrastructure (e.g. motorways, airports), other public interest projects (Unified Automatic Collection System and municipal waste treatment plant) and other facilities (e.g. parking stations, etc.) in exchange for provision of long-term exploitation services to the public.

• Holdings : supporting the Group's operating segments and trial operation of new operating segments.

At the end of the closing year, the total number of the Group's personnel worldwide was 6,149 and of the Company’s 424. Respectively, at the end of the previous year, Group’s personnel worldwide was 5,419 and the Company's 753.

The consolidated companies included in the consolidated Financial Statements and their unaudited FYs are analytically recorded in Note 5 to the Financial Statements.

The attached separate and consolidated Financial Statements as of 31st December 2025 were approved by the Board of Directors on 7th April 2026 and are subject to the final approval of the General Meeting of Shareholders. The Financial Statements in question are available to the investing public at the Company’s premises (Greece, Athens, 85 Mesogeion Ave.) and the Company's website on the Internet.

2BASIS FOR THE PRESENTATION OF THE FINANCIAL STATEMENTS

2.1Basis for the Presentation of financial statements

The Company’s separate and consolidated Financial Statements as of 31st December 2025 covering the annual period starting on January 1st until December 31st 2025 have been prepared according to the International Financial Reporting Standards (IFRS), published by the International Accounting Standards Board (IASB) and according to their interpretations, published by the International Financial

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Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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Reporting Interpretations Committee (IFRIC) and adopted by the European Union until 31st December 2025.

The Group applies all the International Accounting Standards, International Financial Reporting Standards, and their Interpretations, which apply to the Group’s activities. The relevant accounting policies, a summary of which is presented below in Note 4, have been applied consistently in all the periods presented.

2.2Going concern

The Group’s management estimates that the Company and its subsidiaries hold sufficient resources, which ensure their operation as “Going Concern” in the foreseeable future.

The going concern assumption is also based on estimates related to the potential impacts of the ongoing military conflicts in the wider region of Ukraine and the Middle East.

The Management has estimated that there is no material uncertainty regarding the continuation of the activity of the Group and the Company, thus implementing the framework for preparing the financial statements for the financial year ended on 31.12.2025.

2.3Basis of measurement

The accompanying separate and consolidated Financial Statements as of December 31st, 2025, have been prepared according to the principle of historical cost, apart from the cases of investment property, investments in equity securities, derivative financial instruments and financial assets recorded at fair value through profit or loss, which are measured at fair value.

2.4Presentation currency

The presentation currency is Euro (the currency of the Group’s parent domicile) and all the amounts are presented in thousand Euro unless otherwise mentioned.

2.5Comparability

The comparative items of the Consolidated Statement of Financial Position for the year ended 31.12.2024 have been restated due to the Purchase Price Allocation and the finalization of the related goodwill of the companies acquired in 2024, as the Group exercised the option provided under IFRS 3 “Business Combinations” to finalize the above items within 12 months from the date of acquisition of control (see Note 7.1 for further details).

2.6Use of estimates

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

Assumptions and estimates are assessed on an on-going basis according to historic experience and other factors, including expectations of future event outcomes, considered reasonable given the

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Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

352

current conditions. The estimates and assumptions relate to the future and, consequently, the actual results may differ from the accounting calculations.

The areas that require the highest degree of judgment as well as the areas in which estimates and assumptions have a significant effect on the Consolidated Financial Statements are presented in Note 3 of the Financial Statements.

2.7New Standards, Interpretations and Amendments to Standards

The accounting principles applied for the preparation of the Financial Statements are the same as those applied for the preparation of the annual Financial Statements of the Group and the Company for FY ended as of 31 December 2024, apart from the adoption of several new accounting standards, whose application was mandatory in the European Union for FYs beginning as at January 1st, 2025(see Notes 2.7.1 and 2.7.2).

2.7.1New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01.01.2025.

Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability” (effective for annual periods starting on or after 01.01.2025)

In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21. The Effects of Changes in Foreign Exchange Rates that require entities to provide more useful information in their financial statements when a currency cannot be exchanged into another currency. The amendments introduce a definition of currency exchangeability and the process by which an entity should assess this exchangeability. In addition, the amendments provide guidance on how an entity should estimate a spot exchange rate in cases where a currency is not exchangeable and require additional disclosures in cases where an entity has estimated a spot exchange rate due to a lack of exchangeability. The above have been adopted by the European Union with effective date of 01.01.2025. The amendments do not affect the consolidated Financial Statements.

2.7.2New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union

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

IFRS 9 & IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” (effective for annual periods starting on or after 01.01.2026)

In May 2024, the International Accounting Standards Board (IASB) issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures”. Specifically, the new amendments clarify when a financial liability should be derecognised when it is settled by electronic payment. Also, the amendments provide additional guidance for assessing contractual cash flow characteristics to

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Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

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financial assets with features related to ESG-linked features (environmental, social, and governance). IASB amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. The Group will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2026.

Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” (effective for annual periods starting on or after 01.01.2026)

On 18 December 2024 the International Accounting Standards Board (IASB) issued amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial Instruments: Disclosures” to help companies better report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs). Nature-dependent electricity contracts help companies to secure their electricity supply from sources such as wind and solar power. The amount of electricity generated under these contracts can vary based on uncontrollable factors such as weather conditions. The amendments allow companies to better reflect these contracts in the financial statements, by a) clarifying the application of the ‘own-use’ requirements, b) permitting hedge accounting if these contracts are used as hedging instruments and c) adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s financial performance and cash flows. The amendments are effective for accounting periods on or after 1 January 2026, with early application permitted. The Group will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2026.

Annual Improvements to IFRS Standards-Volume 11 (effective for annual periods starting on or after 01.01.2026)

In July 2024, the IASB issued the Annual Improvements to IFRS Accounting Standards-Volume 11 addressing minor amendments to the following Standards: IFRS 1 ‘First-time Adoption of International Financial Reporting Standards’, IFRS 7 ‘Financial Instruments: Disclosures’, IFRS 9 ‘Financial Instruments’: IFRS 10 ‘Consolidated Financial Statements’, and IAS 7 ‘Statement of Cash Flows’. The Group will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2026.

IFRS 18 “Presentation and Disclosure in Financial Statements” (effective for annual periods starting on or after 01.01.2027)

In April 2024 the International Accounting Standards Board (IASB) issued a new standard, IFRS 18, which replaces IAS 1 ‘Presentation of Financial Statements’. The objective of the Standard is to improve how information is communicated in an entity’s financial statements, particularly in the statement of profit or loss and in its notes to the financial statements. Specifically, the Standard will improve the quality of financial reporting due to a) the requirement of defined subtotals in the statement of profit or loss, b) the requirement of the disclosure about management-defined performance measures and c) the new principles for aggregation and disaggregation of information. The Group will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01.01.2027.

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Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

354

IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01.01.2027)

In May 2024 the International Accounting Standards Board issued a new standard, IFRS 19 “Subsidiaries without Public Accountability: Disclosures”. The new standard allows eligible entities to elect to apply IFRS 19 reduced disclosure requirements instead of the disclosure requirements set out in other IFRS. IFRS 19 works alongside other IFRS, with eligible subsidiaries applying the measurement, recognition and presentation requirements set out in other IFRS and the reduced disclosures outlined in IFRS 19. This simplifies the preparation of IFRS financial statements for the subsidiaries that are in-scope of this standard while maintaining at the same time the usefulness of those financial statements for their users. IFRS 19 is effective from annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

Amendments to IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (effective for annual periods starting on or after 01.01.2027)

IFRS 19 Subsidiaries without Public Accountability: Disclosures was developed based on the disclosure requirements in other IFRS Accounting Standards as at 28 February 2021. At the time of its issuance, IFRS 19 did not include reduced disclosure requirements introduced or amended after that date. In August 2025, the IASB amended IFRS 19 to incorporate reduced disclosure requirements for new and amended IFRS Accounting Standards issued between February 2021 and May 2024. IFRS 19 will continue to be updated when new or amended IFRS Accounting Standards are issued. The Group will examine the impact of the above on its Financial Statements of its subsidiaries. The above have not been adopted by the European Union.

Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency” (effective for annual periods starting on or after 01.01.2027)

In November 2025, the International Accounting Standards Board (IASB) issued amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates” to clarify how entities should translate financial statements from a non-hyperinflationary functional currency into a hyperinflationary presentation currency. Under the amendments, all amounts in the financial statements (assets, liabilities, equity, income, expenses, including comparatives) shall be translated at the closing rate at the date of the most recent statement of financial position. Previously, assets and liabilities were translated at the closing rate, but income and expenses were translated at transaction rates. In addition, when an entity applies IAS 29 “Financial Reporting in Hyperinflationary Economies” to a foreign operation whose functional currency is not hyperinflationary, comparative amounts for that foreign operation are restated using a general price index rather than the closing rate. The amendments also introduce additional disclosure requirements, including disclosures regarding the application of the new translation requirements, instances where the presentation currency ceases to be hyperinflationary, and the provision of summarised financial information for affected foreign operations. The amendments are effective for annual reporting periods beginning on or after 1 January 2027, with early application permitted. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union.

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Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

355

3 SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS

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

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

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

3.1 Significant judgments of the Management

The significant judgments and assumptions made by management concerning future and other key sources of uncertainty at the date of the financial statements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

i) Acquisition of “business” according to the definition provided in IFRS 3 or acquisition of assets

In accordance with IFRS 3 "Business Combinations", the Management determines whether a transaction or other event constitutes a business combination in accordance with the relevant definition of the Standard, i.e. whether the assets acquired and liabilities assumed constitute a "business". In the event the acquired assets do not constitute a business, then the Group manages the transaction or other event as an acquisition of an asset. According to IFRS 3, the term "business" is defined as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants. The accounting treatment of a business combination is carried out in accordance with the accounting policy described in Note 4.2 , while the accounting treatment of acquisition of an asset (or group of assets) which do not constitute a "business" is carried out in accordance with the accounting policy described in Note 4.3.

ii) Recognition of revenue from construction contracts

Managing revenue and expenses from a construction contract depends on whether the final result of the contract implementation can be reliably estimated (and is expected to bring profit to the constructor or the result of the implementation are expected to be loss-bearing). When the outcome

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of a construction contract can be reliably estimated, then revenue and expense of the contract are recognized over the term of the contract, respectively, as revenue and expense.

The Group uses the completion stage to determine the appropriate amount of revenue and expense which it will recognize in a specific period. In particular, based on the input method under IFRS 15, the construction cost at every reporting date is compared to the total budgeted cost in order to determine the percentage of completion. The completion stage is measured on the basis of the contractual costs incurred until the reporting date in relation to the total estimated cost of every construction project. The Group, therefore, makes significant estimates regarding the gross result with which every construction contract will be implemented (total budgeted cost of the construction contract implementation).

iii) Energy sector revenue recognition (non-invoiced revenue)

The Group estimates the consumption of electricity and natural gas, which has not yet been invoiced for retail customers. In particular, the Group measures and records specific revenues from sales for which final clearances have not been received from ADMIE and the Natural Gas Distribution Administrator. Such revenues are calculated using historical data and forecasts for the consumption of electricity and natural gas for each energy consumption meter.

iv) Consolidation of subsidiaries in which the Group holds a non-majority percentage of voting rights (de facto control)

The Group assesses in each reporting period the existence of control over subsidiaries in which it holds a participation percentage of voting rights of less than 50%, based on the conditions specified in IFRS 10. Specifically, the Group, based on its existing rights, assesses whether it has the possibility to direct any business activities that significantly affect the return of the subject companies, i.e. the relevant activities, assessing in addition any cases where the Group maintains significant participation / investment, has the right to receive variable returns from its participation in the subject companies and has the ability to influence the level of their returns.

3.2Estimates and assumptions

Specific amounts that are either included or affect the Financial Statements and the related disclosures are estimated, necessitating to make assumptions about values or conditions that cannot be known with certainty during the period of the Financial Statements preparation. An accounting estimate is considered significant when it is material to the financial position and the income statement of the Group and requires most difficult, subjective or complex judgments of the Management. The Group assesses such estimates on an ongoing basis, based on historical results and experience, through meetings with specialists, applying trends and other methods considered reasonable in the circumstances, as well as making projections regarding potential changes in the future.

i)Recognition of deferred tax assets

The extent, to which deferred tax assets are recognized for unused tax losses, is based on the judgment regarding the extent, to which it is probable that sufficient taxable profits will be offset with these tax losses.

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In order to determine the amount of a deferred tax asset that can be recognized, significant judgments and estimates of the Group’s Management are required, based on future taxable profits, combined with future tax strategies to be pursued, as well as the uncertainties dominating in various tax frameworks, within which the Group operates (for further information please refer to Note 34).

ii)Impairment of non-financial assets and goodwill

Non-financial assets are tested for impairment whenever events or changes in the effective conditions indicate that their book value may not be recoverable in accordance with the accounting policy described in Note 4.8. Goodwill, intangible assets with indefinite economic lives and intangible assets with finite economic lives for which amortization has not yet begun are tested for impairment at least annually.

iii)Useful lives of depreciated assets

For the purpose of calculating depreciation, the Group examines the useful life and residual value of tangible and intangible assets in every reporting period in the light of technological, institutional and economic developments as well as the experience of their exploitation. As at 31.12.2025 the Management estimated that the economic life of the other depreciable assets represent their expected useful value.

iv)Fair value measurement of investment property

In order to measure the value of its investment property, in cases when active market prices are available, the Group determines the fair value based on the valuation reports prepared by independent valuers. If no objective data is available, in particular, due to economic conditions, the Management measures such values based on its past experience, taking into account the available data (further information is presented in Note 11).

v)Fair value measurement

The Management uses valuation techniques to determine the fair value of financial instruments (when no active market prices are available) and non-financial assets. This procedure involves making estimates and assumptions about the consideration that market participants would pay to acquire these financial instruments.

The Management bases its assumptions on observable data, but it is not always feasible. In such cases, the Management uses the best available information for its estimates, based on its past experience, also taking into account the available information. Estimated fair values may differ from the actual values that would be made in the context of an ordinary transaction at the reporting date of the financial statements (further information is provided in Note 47).

The Group uses derivative financial instruments to manage a range of risks including interest rate and commodity prices risks. For the purpose of determining an effective hedging rate, the Group requires both - to declare its hedging strategy and to estimate that the hedge will be effective throughout the term of the hedging instrument (derivative). Further information regarding the use of derivatives is provided in Note 31.

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vi)Inventory

To facilitate valuation of inventories, the Group estimates, based on statistical valuation reports and market conditions, the expected selling prices and the costs of processing and disposing the items per inventory category.

vii)Estimates when calculating value in use of Cash Generating Units (CGU)

The Group conducts a related impairment test of investments in subsidiaries and associates whenever there is evidence of impairment in accordance with the provisions of IAS 36. If it is established that there are reasons for impairment, it is necessary to calculate value in use and fair value less costs to sell regarding every CGU. Recoverable amounts of CGUs are determined for impairment tests purposes, based on the value in use calculation, which requires making estimates. For the purpose of calculating value in use, estimated cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money as well as the risks associated with particular CGU (further information is provided in Note 12).

viii)Provision for income tax

Provision for income tax based on IAS 12 is calculated by estimating the taxes to be paid to tax authorities and includes the current income tax for every financial year and a provision for additional taxes that might arise during tax inspections.

The Group’s companies are subject to various income taxation legislations. Significant estimates are required in order to determine the total provision for income tax, as presented in the Statement of Financial Position.

The final tax determination is uncertain in respect of specific transactions and calculations. The Group recognizes liabilities for the projected tax issues based on the calculations as to the extent to which additional taxation will arise. In cases where the final tax result differs from the initially recognized amount, the differences affect the provisions for income tax and deferred tax for the period when it had been determined (for further information please refer to Note 34).

ix)Provisions for rehabilitation of environment

The Group makes provision for its related obligations for the dismantling of technical equipment and the restoration of the environment resulting from the applicable environmental legislation or from binding practices of the Group. Provision for rehabilitation of environment reflects the present value, as at the reporting date (based on the appropriate discount rate) of the rehabilitation obligation less the estimated recoverable amount of the materials, estimated to be disposed of and sold (further information is provided in Notes 4.15 and 27).

x)Provision for rehabilitation or maintenance obligation under the Motorways Concession Agreement

The concession agreement with the Greek State includes the contractual obligation of the concessionaire to maintain the infrastructure at a defined level of service provision or to restore the infrastructure to a specific condition before delivering it to the grantor at the end of the concession period. Calculating the amount to be considered as a provision for rehabilitation or maintenance obligation is a complex procedure, relying on judgments that have to do with the cost and timing of

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such projects implementation as well as the actual costs that may differ from the projected costs (further information is presented in Note 27).

xi)Contingent liabilities and receivables

The existence of contingent liabilities and receivables requires the management to make assumptions and judgments on on-going basis about the probability that future events will occur or not occur as well as the possible consequences that these events may have on the Company’s operations. Determining contingent liabilities and receivables is a complex procedure that includes judgments regarding future events, laws, regulations, etc. Changes in judgements or interpretations are likely to lead to an increase or decrease in the Company's contingent liabilities in the future. When additional information becomes available, the Group's Management reviews the facts, based on which it may also have to review its estimates (see Note 49).

xii)Provisions for expected credit losses from receivables from clients

The Group and the Company apply the simplified approach under the provisions of IFRS 9 for calculation of expected credit losses. Under the aforementioned approach, provision for impairment is measured at an amount equal to the expected lifetime loss for the receivables from customers and the contractual assets. The Group and the Company have made provisions for bad receivables in order to adequately cover the loss that can be reliably estimated and arises from these receivables. In every reporting period, the provision that has been made is adjusted and the changes are recognized in the income statement (further information is presented in Notes 16, 18, 19 and 20).

xiii)Acquisition of a company or business

At initial recognition, the assets as well as the liabilities of the acquired company are included in the consolidated financial statements at their fair values. In measuring fair values, Management uses estimates of future cash flows, however the actual results may differ. Any change in the measurement after initial recognition affects the measurement of goodwill in Note 7.1).

xiv)Valuation of cash flow hedging agreements

The Group uses financial derivatives and specifically it enters into interest rate swaps to hedge its risk linked to fluctuations of interest rates and into contracts to hedge the risks associated with volatile energy sale prices. The swap agreements are valued according to market estimations regarding the trend of relevant interest rates for periods up to thirty years and with regard to the course of energy prices accordingly in each case. Based on these estimates, the cash flows are discounted in order to determine the liability or asset at the reporting date of the financial statements (further information in Note 31).

xv)Support of operation and recognition of financial instruments receivables

The subsidiary CENTRAL GREECE MOTORWAY S.A. regarded the contractual obligation of the Greek state to support operation as a hybrid financial instrument that includes an embedded derivative and a non-derivative host contract. Subsequently, the Group's subsidiary in question unbundled the embedded derivative from the host contract and, in accordance with IAS 39 (under the initial application) and IFRS 9, recognized a derivative financial item (receivables), i.e. the component of operating support that covers future payments of interest rate derivatives. Calculation of fair value of the receivable includes estimates of the credit risk of the counterparty (Greek State), an estimate of future outflows and the existence of a contingent time difference between the payments of the

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derivatives and the collection of operating support. The above estimates are re-evaluated on every reporting date. Further information is provided in Notes 4.10 and 31.

4SUMMARY OF KEY ACCOUNTING PRINCIPLES

A. Significant Accounting Principles

The principal accounting policies adopted in the preparation of the accompanying Company and Consolidated Financial Statements are as follows:

4.1Basis for consolidation

The accompanying consolidated financial statements include the financial statements of GEK TERNA and its subsidiaries as at 31.12.2025. The date of preparation of the financial statements of the subsidiaries coincides with that of the parent.

Intra-group transactions and balances have been eliminated in the accompanying consolidated financial statements. Where required, the accounting policies of subsidiaries have been amended to ensure consistency with the accounting policies adopted by the Group. Note 5 provides a complete list of consolidated subsidiaries in line with the participating interest, held by the Group.

Subsidiaries are consolidated from the date the Group acquires control over them and they cease to be consolidated at the date of termination of this control.

Non-controlling interests constitute the component of equity of a subsidiary not directly or indirectly attributable to the parent. Losses relating to non-controlling interests (minority interests) of a subsidiary may exceed the rights of non-controlling interests in the subsidiary's equity.

Gains or losses and every component of other comprehensive income are accounted for both by the owners of the parent and the non-controlling interests, even if, as a result, such non-controlling interests present deficit.

(a) Subsidiaries

Subsidiaries are all the companies, which the Parent has the power to control directly or indirectly through other subsidiaries and they are fully consolidated (full consolidation). The Company has and exercises control through its ownership of the majority of the subsidiaries’ voting rights. In order to define the control, the following conditions are examined, as recorded in IFRS 10:

i)The parent company has authority over the investee, since it can direct the related (operational and financial) activities. This is achieved through appointing the majority of the members of the Board of Directors and the directors of the subsidiary by the Management of the parent.

ii)The parent company holds rights with variable returns from its investment in the subsidiary. Other non-controlled investments are greatly dispersed and, therefore, cannot materially influence decision-making.

iii)The parent company may exercise its authority over the subsidiary to influence the amount of its returns. This is the result of decision-making on subsidiary’s related matters through

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controlling the decision-making bodies (Board of Directors and Directors).

Changes in ownership interest in a subsidiary

In case of changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes result in a loss of control or not.

•Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). In such circumstances, the carrying amounts of the controlling and non-controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity.

•In case the parents’ ownership interest changes in such a way that there is loss of control, then the parent shall record the necessary accounting entries and recognize the result from the sale (derecognition of the assets, goodwill and liabilities of the subsidiary as of the date of loss of control, derecognition of the book value of non-controlling interests, determination of the result from the sale).

•When determining the sale result, any amount previously recognized in other comprehensive income in respect of that company is accounted for using the same method as would be applied by the Group in the event of direct sale of its assets or liabilities. That is to say, the amounts previously recognized in other comprehensive income are reclassified to the income statement.

•Following loss of control of a subsidiary, any investment in the former subsidiary is recognized according to the provisions of IFRS 9.

Investments in subsidiaries in the separate financial statements

Investments of the parent in its consolidated subsidiaries are measured at acquisition cost less any accumulated impairment losses. Impairment test is carried out in accordance with the provisions of IAS 36.

(b) Joint arrangements

The Group applies IFRS 11 to all its joint arrangements. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the contractual rights and obligations of each investor.

Jointly controlled entities are consolidated using the proportionate consolidation method (if it is a joint operation) in the Company or the equity method (if it is a joint venture) in the Group.

Joint operations: Joint operations are accounted for using the proportional consolidation method. In particular, the Group recognizes in the consolidated financial statements: (i) its assets (including its share in any of its assets it holds jointly), (ii) its liabilities (including its share of any jointly held liabilities), (iii) its share in the proceeds of the sale from disposal of joint venture, and (iv) its expenses (including its share in any jointly incurred expenses). Essentially, these are tax joint operations, which do not constitute a separate entity within the framework of the IFRS. Their assets and liabilities are incorporated according to the effective proportions in the financial statements of the Company.

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Joint ventures: Joint ventures are accounted for using the equity method, under which participating interests in joint ventures are initially recognized at cost and subsequently readjusted in compliance with the Group's share of the profits (or losses) and other comprehensive income of the joint ventures. Under the joint venture model, joint venture schemes are the ones in which members have rights over the net assets of the investments and are liable up to the extent of their contribution to the capital of the company. If the Group's participating interest in joint venture losses exceeds the value of the participating interest, the Group discontinues recognizing further losses unless it has undertaken liabilities or has made payments on behalf of the joint venture. Allocation of operating results and other comprehensive results is proportional to the participating interest.

Unrealized gains on transactions between the Group and joint ventures are eliminated according to the Group's participating interest in joint ventures. Unrealized losses are also eliminated unless there is evidence of the transaction for impairment of the transferred asset.

Consolidation takes into account the percentage held by the Group, effective as at consolidation date. The structure of the business scheme is the key and determining factor in defining accounting treatment.

The accounting policies of jointly controlled entities are consistent with those adopted and applied by the Group. The date of preparation of the financial statements of jointly controlled entities coincides with that of the parent Company.

Investments in jointly controlled operations in the separate financial statements

Investments of the parent in joint operations are included in the separate financial statements in proportion. In particular, assets and liabilities are proportionally incorporated in the Company's financial statements.

Investments in joint ventures in the separate financial statements

Investments of the parent in joint ventures are measured at acquisition cost less any accumulated impairment losses. Impairment test is carried out in accordance with the provisions of IAS 36.

Associates are entities over which the Group exercises significant influence, but does not exercise control. The Group's investments in associates are accounted for using the equity method. The assumptions used by the Group suggest that holding participating interest of between 20% and 50% of a company's voting rights implies a significant influence over the investee unless it can be clearly demonstrated that this is not the case. Investments in associates are initially recognized at acquisition cost and then consolidated using the equity method. According to this method, investments in associates are recognized at acquisition cost adjusted for changes in the Group’s share of equity after the initial acquisition date, excluding any provisions for impairment of those participating interests’ value.

Consolidated statement of total comprehensive income includes the proportion of the Group in the total income of associates. If the Group's participating interest in an Associate's loss exceeds the value of the participating interest, the Group discontinues recognizing further losses unless it has settled liabilities or made payments on the part of the affiliate and in general, settled the payments arising

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from the shareholding. If the associate subsequently produces profits, the investor starts once again recognizing its share of profits only if its share of profits equals the share of losses it had not recognized.

Unrealized gains on transactions between the Group and associates are eliminated according to the Group's participating interest in associates. Unrealized losses are eliminated unless the transaction provides evidence of impairment of the transferred asset.

Accounting policies followed by associates do not differ from those used by the Group and the date of preparation of the financial statements of associates is the same as that of the parent.

Investments in associates in the separate financial statements

Investments of the parent in consolidated associates are measured at acquisition cost less any accumulated impairment losses. Impairment test is carried out in accordance with the provisions of IAS 36.

4.2Business Combinations

Subsidiaries are fully consolidated (full consolidation) applying the acquisition method from the date when control over them has been acquired and cease to be consolidated from the date when such control is no longer effective. The acquisition of a subsidiary by the Group is accounted for using the acquisition method. As at the acquisition date, the acquirer recognizes the goodwill arising on the acquisition transaction as the excess between:

•the aggregation of (i) the transferred consideration, measured at fair value; (ii) the amount of any non-controlling interests in the acquire (measured at fair value or the proportion of non-controlling interests in its net identifiable assets and (iii) in a business combination that is completed in stages, the fair value at the date of acquisition of the acquirer's shareholding previously acquired in the acquire, less

•the net fair value of the acquired identifiable assets and liabilities as at the acquisition date.

Goodwill is tested for potential impairment on annual basis and the balance between its carrying amount and recoverable amount is recognized as an impairment loss, burdening the income statement for the period.

The costs arising under acquisition of investments in subsidiaries (e.g. fees of consultants, lawyers, accountants, appraisers and other professionals and consultant’s fees) are recognized as expenses and burden the income statement for the period when they are incurred.

Otherwise, when the acquire acquires participating interest, in which, at the acquisition date, net value of assets and assumed liabilities exceeds the transferred consideration, then the issue is classified as an acquisition opportunity. Following the necessary reviews, the excess arising from the above balance is recognized as profit in the income statement for the period.

Any potential consideration paid by the Group is initially recognized at fair value on the date of acquisition. Changes in the fair value of the contingent consideration that meet the conditions for their classification as an asset or liability are recognized in accordance with IFRS 9 in the results. Any consideration recognized in equity is not revised and the subsequent settlement is accounted for within equity.

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4.3Acquisition of entities that do not constitute a “business” according to the definition of IFRS 3 – Acquisition of assets

In accordance with IFRS 3 "Business Combination", the Group determines whether a transaction or other event constitutes a business combination as defined in the Standard, i.e. whether the assets acquired and liabilities assumed constitute a "business". In the event that the acquired assets are not a business, the Group shall account for the transaction or other event as an asset acquisition. According to IFRS 3, the term "business" identifies an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or to other owners, members or participants. The accounting treatment of a business combination (see accounting policy 4.2 "Business combination" does not apply to the acquisition of an asset (or group of assets) that does not constitute a "business".

In this context, in the case of acquisition of entities that do not meet the definition of "business" in IFRS 3:

-The acquirer shall identify the individual identifiable assets acquired (including those assets that meet the definition of, and recognition criteria for intangible assets in IAS 38) and liabilities assumed. In accordance with IFRS 3.2 (b), the cost of the group shall be allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase.

-Goodwill or gain on a bargain purchase shall not be recognized in the transaction. The cost of the asset acquired (or group of assets) is allocated to the individual identifiable assets and liabilities based on their relative fair values at the date of purchase.

-In accordance with IAS 12.15, recognition of deferred tax is not permitted upon initial recognition of an asset or a liability in a transaction that is not a business combination. In this context, no deferred tax is recognized on the acquisition of assets.

-Costs associated with the acquisition of assets (e.g. fees of consultants, lawyers, accountants, appraisers and other professional and consulting fees) are recognized as an expense and are accounted for to profit or loss for in the period they are incurred.

Any contingent consideration given by the Group is initially recognized at its fair value at the acquisition date. Changes in the fair value of any consideration that meet the conditions for classification as an asset or liability are recognized by a corresponding change in the value of the recognized asset (e.g. IAS 38)

4.4Operating segments

The Company’s BoD is the main corporate body responsible for business decision-making. The BoD reviews all of the internal financial reports in order to assess the Company’s and Group’s performance and resolve upon the allocation of resources. The Management has set the operating segments based on the said internal reports. The BoD uses different criteria in order to assess the Group’s operations, which vary according to the nature of every segment, taking into consideration the risks involved and their cash requirements.

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GEK TERNA’s operating segments are defined as the segments in which the Group operates and on which the Group’s management internal information system is based (please refer to Note 6).

4.5Goodwill

Goodwill arises from acquisition of subsidiaries and associates or acquisition of control in a company.

Goodwill is recognized as the balance between acquisition cost and fair value of assets, liabilities and contingent liabilities of the acquired entity as at the acquisition date. In the case of a subsidiary's acquisition, goodwill is recorded as a separate asset, while in the case of an associate's acquisition, goodwill is included in the value of the Group's investments in associates.

As at the acquisition date (or at the date of the completion of the relative consideration allocation), acquired goodwill is allocated to the cash-generating units or groups of cash-generating units that are expected to benefit from that business combination. After initial recognition, goodwill is measured at cost less accumulated impairment losses.

Goodwill is not amortized but is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that a potential impairment may have been incurred (see Note 4.8 regarding the procedures used to review goodwill impairment). Additionally, provisional goodwill is not examined for impairment, until it becomes final.

If a segment of a cash-generating unit, to which goodwill has been allocated, is disposed of, then the goodwill attributable to the disposed segment is included in the carrying amount of that segment to facilitate determination of gains or losses. The value of goodwill attributable to the disposed segment is determined based on the relative values of the disposed segment and the remaining segment of the cash-generating unit.

4.6Intangible assets

The intangible assets of the Group concern

i.rights-of-use quarries and mines and operational development costs of land,

ii.providers invoicing rights arising from concessions and PPPs (see note 4.11) and

iii.acquired software programs

iv.the customer base

v.the trademark HERON

Upon initial recognition, the intangible assets acquired separately are recorded at cost. Intangible assets acquired as part of business combinations are recognized at fair value at the acquisition date.

Following initial recognition, the intangible assets are measured at cost less accumulated amortization and any impairment loss. Amortization is recorded based on the straight-line method during the useful life of the said assets. All the Group's intangible assets have a definite useful life, with the exception of the trademark HERON.

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The period and method of amortization is redefined at least at the end of every reporting period. Changes in the expected useful life of each intangible asset are accounted for as a change in accounting estimates.

Methods of amortization and useful lives of the Group's intangible assets can be summarized as follows:

Category	Methods of amortization	Useful life in years
Software	Fixed	3
Customers – customer base	Fixed	6
Rights to use quarries and mines	Fixed	50
Expenses incurred under Operational Development of Quarries –Mines Land Plots Exploitation	Fixed	50
Concessions (rights arising from concession arrangements) NEA EGNATIA ODOS S.A. SARISA SUB‑CONCESSION S.A. NEA ATTIKI ODOS CONCESSIONS S.M.S.A., NEA ODOS S.A., CENTRAL GREECE MOTORWAY S.A., HIRON CONCESSIONS S.A., PARKING LOT AT PLATANOU SQUARE KIFISIAS S.A.	Note 4.11	Based on concession period (20-40) or based on the number of vehicle passages

Amortization of concession arrangements rights obtained, is made based on the execution rate of the specific construction contracts.

Gains or losses arising from the write-off due to disposal of an intangible asset are calculated as the difference between the net proceeds of the disposal and the current value of the asset and are recognized in profit or loss for the period.

Intangible assets with indefinite economic life are recognized at their fair value when a business is acquired, and are subsequently monitored at cost less any impairment losses. These items are not amortized, but are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that a possible decrease in value may have occurred. The Group has only the trademark HERON in this category.

(a) Software

Maintenance of software programs is recognized as an expense when the expense is realized. On the contrary, the costs incurred for improving or prolonging the return of software programs beyond their initial technical specifications, or respectively the costs incurred for the modification of the software, are incorporated in the acquisition cost of the intangible asset, only if they can be measured reliably.

(b) Forestry plots use rights

The value of the land use rights of the forestry land where the Wind Farms are installed includes the acquisition cost of these items less the amount of accumulated amortization and any impairment of their value.

The value of the rights to use quarries and mines includes the acquisition cost of these assets less the accumulated depreciation and any potential impairment.

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(d) Concessions

In the capacity of concessionary companies, the Group's companies recognize an intangible asset and revenue to the extent they acquire the right to charge the users of utilities. Revenue recognition is based on the percentage of completion method. Furthermore, the intangible asset in question is subject to depreciation based on the time of the concession or the number of vehicle passages and is subject to impairment testing, while revenue from the users of the infrastructure are recognized on an accrual basis to the extent they cover the operating costs of the Company. The additional component is recorded as a reduction of the intangible asset.

(e) Expenses incurred under Operational Development of Quarries – Mines Land Plots Exploitation

Such expenses concern quarry-mining operation development costs and mainly include procedures in respect of galleries surfacing costs, galleries opening costs and extracting sterile soil costs. During the operational development phase (before production starts), galleries surfacing costs are usually capitalized as part of the amortized cost of queries development and construction. Amortization of operating expenses incurred for development of mineral-ore extraction areas is calculated using the percentage recovery method of commercially recoverable mine. Amortization – expenses of capitalized operating costs arising from development of mines- queries include the costs of minerals mining and extraction costs. Operating costs arising from development of mines - queries are capitalized if, and only if, the following conditions are met:

•the Group will receive future economic benefits (improvement of access to mines) associated with the galleries surfacing activity.

•the Group can utilize the segment of the mine, the access to which has been improved and

•the cost of the galleries surfacing activity associated with this segment can be measured reliably.

The asset arising from the galleries surfacing activity is added to the cost of the mine and is therefore valued at cost less accumulated depreciation and potential impairment.

(f) Customer – customer base

It refers to the value of the Customer base acquired during the acquisition of a subsidiary company and which is enhanced by the cost of maintaining this base (customer retention cost, agent commissions, etc.).

(g) HERON Trademark

HERON Trademark was recognized during the acquisition of control of HERON ENERGY.

At the date of acquisition (or at the date of completion of the relevant purchase price allocation), the trademark is recognized at fair value. After initial recognition, the trademark is valued at cost less accumulated impairment losses.

The trademark is not amortized but is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that a possible decrease in value may have occurred (see Note 4.8 for the procedures followed for impairment testing).

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4.7Property, plant and equipment

Tangible fixed assets are recognized in the financial statements at acquisition values, less accumulated depreciation and any potential impairment losses. The acquisition cost includes all directly reimbursable costs incurred for the acquisition of these assets.

Subsequent expenses are recorded as an increase in the book value of tangible assets or as a separate asset only to the extent that the said expenses increase the future economic benefits, expected to arise from the use of the fixed asset and that their cost can be measured reliably.

Repair and maintenance cost is recognized in the Income Statement when incurred.

Tangible assets are written off when they are sold or withdrawn or when no further economic benefits are expected from their ongoing use. Gains and losses, arising from the write-off of tangible fixed assets, are included in the income statement for the year in which the asset is written off.

Assets under construction include fixed assets under construction and are carried at cost. Assets under construction are not depreciated until the fixed asset is settled and put into operation.

Depreciation of tangible fixed assets (excluding land, which is not depreciated) is calculated based on the straight-line method over their estimated useful life as follows:

Property, plant and equipment	Useful life (in years)
Building and technical works	8 - 30
Machinery and technical installations	3 - 30
Vehicles	5 - 12
Furniture and fixtures	3 - 12

The useful lives of property, plant and equipment are subject to review at least at each end of every use.

When the book values of the tangible fixed assets are higher than their recoverable value, then the difference (impairment) is recognized directly as an expense in the Income Statement (see Note 4.8). Upon sale of tangible assets, the differences between the received consideration and their book value are recognized as profits or losses in the Income Statement.

Interest accrued on loans specifically or generally issued in order to finance the construction of tangible fixed assets is capitalized in the year when incurred, during the tangible assets construction period, provided that the recognition criteria are met (please refer to Note 4.18).

4.8Impairment of non-current assets (goodwill, intangible and tangible assets/investments in consolidated companies)

In respect of tangible and intangible fixed assets subject to amortization/depreciation, an impairment test is performed when events or changes in circumstances indicate that their carrying amount may no longer be recoverable. When the net book value of tangible and intangible fixed assets exceeds their recoverable amount, then the excess amount relates to an impairment loss and is recognized directly as an expense in the income statement. Respectively, financial assets that are subject to

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impairment testing (if the relative indications are effective) are the assets measured at acquisition cost or under equity method (investments in subsidiaries and associates). The recoverable amount of investments in subsidiaries and associates is determined in the same way as that in respect of non-financial assets.

For the purpose of impairment test, assets are grouped at the lowest level for which cash flows can be separately identified. The recoverable amount of an asset is the higher of the asset's fair value less costs to sell and value in use. For the purpose of calculating value in use, Management estimates the future cash flows from the asset or cash-generating unit and selects the appropriate discount rate in order to calculate the present value of future cash flows.

Impairment loss is recognized for the amount, by which the book value of an asset or a Cash Generating Unit exceeds their recoverable amount. Discount factors are determined individually for every Cash Generating Unit and reflect the corresponding risk data, determined by the Management for every one of them.

Further assumptions are made that prevail in the energy market. The period reviewed by the management exceeds five years, a timeframe encouraged by IAS 36, since especially as particularly for renewable energy units and motorway concession companies, an even longer period will be considered sufficient appropriate.

Impairment losses of Cash Generating units first reduce the book value of goodwill allocated to them. Residual impairment losses are charged pro rata to the other assets of the particular Cash Generating Unit. With the exception of goodwill, all assets are subsequently reviewed for indications that their previously recognized impairment loss is no longer effective.

Apart from Goodwill and the Trademark, the Group does not possess intangible assets with indefinite useful life that are not amortized.

An impairment loss is reversed if the recoverable amount of a Cash Generating Unit exceeds its book value.

In such a case, the increased book value of the asset will not exceed the book value that would have been determined (net depreciation), if no impairment loss had been recognized, in the asset in previous years.

4.9Financial instruments

4.9.1Recognition and derecognition

Financial assets and financial liabilities are recognized in the Statement of Financial Position when and only when the Group becomes a party to the financial instrument.

The Group ceases to recognize a financial asset when and only when the contractual rights to the cash flows of the financial asset expire or when the financial asset is transferred and all the risks and benefits, associated with the particular financial asset, are substantially transferred. A financial liability is derecognized from the Statement of Financial Position when, and only when, it is repaid - that is, when the commitment set out in the contract is fulfilled, canceled or expires.

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4.9.2Classification and initial recognition of financial assets

With the exception of trade receivables that do not include a significant finance item and are measured at the transaction price in accordance with IFRS 15, other financial assets are initially measured at fair value by adding the relevant transaction cost except in the case of financial assets measured at fair value through profit or loss.

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

•Financial assets at amortized cost,

•Financial assets at fair value through profit and loss and

•Financial assets at fair value through other comprehensive income without recycling cumulative profit and losses on derecognition (equity instruments)

Classification of every asset is defined according to:

•the Group's business model regarding management of financial assets and

•the characteristics of their conventional cash flows.

All income and expenses related to financial assets recognized in the Statement of Comprehensive Income are included in the items "Other financial results", "Financial expenses" and "Financial income", except for the impairment of trade receivables included in operating results.

4.9.3Subsequent measurement of financial assets

Financial assets at amortized cost

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

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

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

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

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

Financial assets measured at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for sale, financial assets designated at initial recognition at fair value through profit or loss or financial assets that are required to be measured at fair value.

Financial assets are classified as held for sale if they are acquired for sale or repurchase in the near future. Derivatives, including embedded derivatives, are also classified as held for sale, unless defined as effective hedging instruments.

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Financial assets with cash flows that are not only capital and interest payments are classified and measured at fair value through profit or loss, irrespective of the business model.

Financial assets classified at fair value through total income (equity interests)

In accordance with the relevant provisions of IFRS 9, at initial recognition, the Group may irrevocably choose to present in other results directly in equity the subsequent changes in the fair value of an equity investment that is not held for sale.

Gains or losses from these financial assets are never recycled to the income statement. Dividends are recognized as other income in the income statement when the payment entitlement has been proved, unless the Group benefits from such income as a recovery of part of the cost of the financial asset - then such profit is recognized in the statement of comprehensive income. Equity interests designated at fair value through total income are not subject to an impairment test. This option is effective for every equity interest separately.

The Group has chosen to classify investments in this category (please refer to Note 21).

4.9.4Impairment of financial assets

Adoption of IFRS 9 led to a change in the accounting treatment of impairment losses for financial assets, as it replaced the treatment effective under IAS 39 for recognition of realized losses with recognition of expected credit losses.

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

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

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

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

•financial assets whose credit risk has deteriorated significantly since initial recognition, and which have no low credit risk (Stage 2). For these financial assets, the expected credit loss is recognized up to their maturity.

•financial assets for which there is objective evidence of impairment at the reporting date (Stage 3) and for which the expected credit loss is recognized up to maturity.

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Trade receivables, other receivables, and receivables from contracts with customers

The Group and the Company apply the simplified approach, stated in IFRS 9 to trade and other receivables as well as to receivables from on construction contracts and receivables from leases, calculating the expected credit losses over the life of the above items. In this case, the expected credit losses represent the expected shortfalls in the contractual cash flows, taking into account the possibility of default at any point during the life of the financial instrument. While calculating the expected credit losses, the Group uses a provisioning matrix, grouping the above financial instruments based on the nature and maturity of the balances and taking into account available historical data in relation to the debtors, adjusted for future factors in relation to the debtors and the economic environment. Further analysis is presented in Notes 16 , 18, 19 and 20.

4.9.5Classification and measurement of financial liabilities

The Group's financial liabilities include mainly borrowings, suppliers and other liabilities, as well as derivative financial instruments..

Financial liabilities are initially recognized at cost, which is the fair value of the consideration received apart from borrowing costs. After initial recognition, financial liabilities are measured at amortized cost using the effective interest method, with the exception of derivatives that are subsequently measured at fair value with changes recognized in the income statement (except derivatives that operate as hedging instruments, see Note 4.9.6).

Financial liabilities are classified as short-term liabilities unless the Group has the unconditional right to transfer the settlement of the financial liability for at least 12 months after the Financial Statements reporting date.

In particular:

(i)Loan liabilities

The Group's loan liabilities are initially recognized at cost, which reflects the fair value of the amounts receivable less the relative costs directly attributable to them, where they are significant.

After initial recognition, interest bearing loans are measured at amortized cost using the effective interest method. Amortized cost is calculated by taking into account issuing expenses and the difference between the initial amount and the maturity amount. Gains and losses are recognized in the income statement when the liabilities are derecognized or impaired through the amortization procedure.

(ii)Trade and other liabilities

Balances of suppliers and other liabilities are initially recognized at their fair value and are subsequently measured at amortized cost using the effective interest method.

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

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4.9.6Derivative financial instruments and hedge accounting

The Group implemented the provisions of IFRS 9 regarding hedge accounting on January 1, 2024.

In the context of risk management, the Group uses:

-derivative financial instruments for the exchange of interest rates to hedge the risks associated with the future fluctuation of variable loan interest rates,

-derivative financial instruments to hedge the risk of change in electricity prices (options, forward contracts for the sale of electricity), Power Purchase Agreements – PPAs.

These derivative financial instruments are initially recognized at their fair value at the date of the contract and are subsequently measured at their fair value. Changes in the fair value of financial derivative instruments are recognized at every reporting date either in the Income Statement or in other comprehensive income, depending on the extent, to which the derivative financial instrument meets the requirements of hedge accounting and if so, according to the nature of the hedging object.

On the transaction date, the Group records the relationship between the hedging instrument and the hedging item, as well as the risk management objective and risk hedging transaction strategy. The Group also records both - when creating the hedging transaction and afterwards – the extent to which the instruments used in these changes are effective in offsetting fluctuations in the cash flows of hedging items.

Derivative financial products are measured at fair value at the reporting date and the changes are recognized in the income statement. The fair value of these derivatives is determined primarily on a market value and is confirmed by the counterparty credit institutions, if they are involved in these transactions.

Exceptions are made regarding the derivatives that act as hedging instruments in cash flow hedges, for which special accounting is required. A hedging relationship is appropriate for hedge accounting when all the following criteria are met:

•the hedging relationship includes only eligible hedging instruments and eligible hedged items.

•at the inception of the hedging relationship there is a formal determination and documentation of the hedging relationship and the entity's risk management objective and its hedging strategy. The documentation includes determination of the hedging instrument, the hedged item, the nature of the hedged risk and the manner in which the entity will assess whether the hedging relationship meets the effectiveness requirements (including an analysis of the sources of inefficiency of the hedge and how the hedging ratio is determined).

•the hedging relationship covers all the following efficiency requirements: (a) there is an financial relationship between the hedged item and the hedging instrument, (b) the effect of the credit risk does not override the changes in value arising from this financial relationship and (c) the hedging rate of the hedging relationship is the same resulting from the amount of hedged item actually hedged by the entity and the amount of the hedging instrument the entity actually uses to offset this amount of hedging item.

The component of changes in fair value that is attributable to effective risk hedging is recognized in equity.

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Any gain or loss arising from changes in fair value attributable to non-effective risk hedging is recognized directly in the Statement of the Comprehensive Income in the item "Net financial Income/ (Expenses)". Cumulative amounts in equity are recycled through the Statement of Comprehensive Income to the income statement (from other comprehensive income to the income statement) in the periods in which the hedged item affects the income statement (when the projected hedged transaction is taking place).

Hedge accountancy is discontinued when the hedging instrument expires or is sold, terminated or exercised or when the hedge no longer meets the hedge accountancy criteria. The cumulative amount of gains or losses recognized directly in equity until that date remains in the reserves until the hedged item affects the Statement of Comprehensive Income. In the event that a hedged transaction is no longer expected to be realized, the net accumulated gains or losses recorded in the reserves are directly transferred to the Statement of Total Comprehensive Income..

4.9.7Offsetting financial assets and financial liabilities

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

4.10Receivables on Embedded Derivatives

In the context of the operation of the concession company CENTRAL GREECE MOTORWAY S.A., the Group recognizes a receivable for an embedded derivative. Specifically, according to article 25 of the Concession Agreement, as of 1 January 2016, the State has undertaken the obligation to provide Operating Support to CENTRAL GREECE MOTORWAY S.A. (hereinafter referred to as "E-65") to cover its eligible costs in each Calculation Period, to the extent that these costs are not covered by own revenues. The Calculation Period is defined as every successive six-month period (starting on January 1st and July 1st of each year) and the Operating Support for every Calculation Period is the difference between the aggregate of the eligible project costs and the distributable base performance less the net revenue of that period. At the latest twenty (20) days before the end of each Calculation Period, E-65 submits to the State the Support Notification for the same Calculation Period, while the corresponding amount is deposited by the State into the Recipient Account five (5) days before the end of each Calculation Period, as defined in the Concession Agreement. From the next working day, the company is entitled to withdraw from the Recipient Account, unconditionally and without restrictions, the amount corresponding to the Support Notice.

The Support Notification includes the following three distinct parts: (a) a part corresponding to the eligible project costs, (b) a part corresponding to the distributable base performance and (c) a part corresponding to the additional interest margin received by the Lenders of E65, if applicable. Eligible project costs include mainly the following categories: debt service, which also includes payments arising from the semi‑annual settlement of obligations related to hedging derivative financial instruments (interest rate swaps), heavy maintenance costs and operating expenses, debt servicing, all of which are deducted from direct income in order to calculate the amount of support. Both the distributable base performance and the additional interest margin are included as additional support amounts.

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In accordance with paragraphs 4.3.1, 4.3.3 and 4.3.4 of IFRS 9, an embedded derivative is defined as a synthetic component of a hybrid of a financial instrument that also includes a non-derivative master contract resulting in some of the cash flows of the synthetic instrument ranging in the same way as a stand-alone derivative. The embedded derivative affects part or all of the cash flows that would otherwise, under the contract, must be adjusted based on a specified interest rate, financial instrument price, commodity price, exchange rate, price or interest rate index or other variables. A derivative that accompanies a financial instrument but which under the contract may be transferred independently of that instrument or that has a different counterparty from that instrument is not considered embedded derivative but a separate financial instrument.

An embedded derivative will be separated from the master contract and treated as a derivative (receivable) only if the following conditions are met:

i.the embedded derivative meets the definition of the derivative,

ii.the economic characteristics and risks of the embedded derivative are not closely linked to the financial characteristics and risks of the main contract,

iii.the hybrid (synthetic) instrument is not measured at fair value through recognition of changes in profit or loss (i.e. a derivative embedded in a financial asset or financial liability through profit or loss is not segregated). If an embedded derivative is segregated, the principal contract, if it is a financial instrument, shall be accounted for in accordance with this Standard and other appropriate IASs, if it is not a financial instrument.

The Group has assessed the above requirements of IFRS 9 and concluded that the contractual obligation for the study, construction, financing, operation, maintenance and exploitation of the Central Greece Motorway (E65), specifically the E-65 Concession Agreement, constitutes as a hybrid contract that includes an embedded derivative (the Operating Support part covering the payments of interest rate swap) and a non-derivative contract for the obligations arising from the E-65 Concession Agreement. Consequently, the Group separated the embedded derivative from the master contract and recognizes it as a derivative (receivable). See analytical information presented in Note 31 to the financial statements.

4.11Service concession agreements

Under the terms of the contracts, the operator acts as a service provider. The operator constructs or upgrades an infrastructure (manufacturing or upgrading services) used to provide a utility service and deals with the operation and maintenance of that infrastructure (operation services) for a specified period of time.

According to IFRS, such infrastructure is recognized as a financial asset or as an intangible asset, depending on the contractually agreed terms. The Group companies recognize both - an intangible asset from the concession and a financial asset (bifurcated model) - or recognize a financial asset only.

Intangible assets

The Group companies operating as concessionaires recognize an intangible asset and an income to the extent that they acquire the right to charge the users of utilities. Revenue recognition is based on the completion rate method. Furthermore, the intangible asset is amortized over the concession period and based on traffic volumes and is subject to an impairment test, while the revenues from the

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infrastructure users are recognized on the accrual basis.

For more information on the concession of right, see Note 8.1.

Financial assets

The Group companies that act as Concessionaires recognize a financial asset as they have an unconditional contractual right to receive cash or other financial asset from the grantor for the construction services.

In the case of concessions, the Concessionaire has an unconditional right to receive cash if the grantor contractually guarantees to pay to the Concessionaire:

i.specific or fixed amounts, or

ii.the deficit which may arise between the amounts received by the users of the public service and the specific or fixed amount provided for in the Concession Agreement.

The Group recognizes the Financial Contribution of the State as a financial asset under the provisions of IFRIC 12 "Service Concession Arrangements". In particular, the Group recognizes a financial asset receivable and income based on the proportional completion rate method and the asset is measured at amortized cost less any impairment losses. More information is provided in Note 15.

4.12Revenue

IFRS 15 established the core principle by applying the following steps for identifying revenue from contracts with customers:

1.Identify the contract(s) with a customer.

2.Identify the performance obligations in the contract.

3.Determine the transaction price.

4.Allocate the transaction price to the performance obligations in the contract.

5.Recognize revenue when (or as) the Group satisfies a performance obligation

Revenue is recognized at the amount by which an entity expects to have in exchange for the transfer of the goods or services to a counterparty. When assigning a contract, the accounting treatment is also defined regarding the additional costs and the direct costs required to complete the contract.

Revenue is defined as the amount that an entity expects to be entitled to in exchange for the goods or services it has transferred to a customer. If the promised consideration in a contract includes a variable amount, the entity estimates the consideration amount it would be entitled versus the transfer of the promised goods or services to customer. The consideration amount may vary due to discounts, price subsidies, refunds, credits, price reductions, incentives, additional performance benefits, sanctions or other similar items. The promised consideration may also change if the entity's entitlement to the consideration depends on the occurrence or non-occurrence of a future event. For example, a consideration amount will be variable if the product has been sold with a refund option or if a fixed amount promise has been given as an additional performance benefit to achieve a specific milestone.

The volatility associated with the consideration promised by a customer may be expressly stated in the contract. An entity estimates the amount of the variable consideration using one of the following

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methods, whichever method it considers best suited to the amount of consideration to which it will be entitled:

(a) Estimated value - the estimated value is equal to the sum of the probability-weighted amounts in a range of possible consideration amounts. Estimated value is an appropriate estimate of the variable amount if the entity has a large number of contracts with similar characteristics.

b) Most probable amount - the most probable amount is the only most probable amount in a range of possible consideration amounts (i.e., the only likely outcome of the contract). The most probable amount is an appropriate estimate of the variable amount if the contract has only two possible outcomes (for example, the entity provides additional performance or not).

The Group and the Company recognize revenue, when it satisfies the performance of the contractual obligation by transferring the goods or services on the basis of this obligation. Acquisition of control by the client occurs when it has the ability to direct the use and to derive virtually all the economic benefits from this good or service. Control is transferred over a period or at a specific time. Revenue from the sale of goods is recognized when the goods are transferred to the customer, usually upon delivery to the customer, and there is no obligation that could affect the acceptance of the good by the customer.

Commitments for implementation performed over time

The Group recognizes revenue for a performance obligation implemented over time only if it can reasonably measure its performance in full compliance with the obligation. The Group is not in a position to reasonably measure progress in meeting a performance obligation when it does not have the reliable information required to apply the appropriate method of measuring progress. In some cases (e.g. during the initial stages of a contract), the entity may not be able to reasonably measure the outcome of a performance obligation, but it at least expects to recover the costs incurred to meet it.

In such cases, an entity shall recognize revenue only to the extent of the cost incurred until it is able to reasonably measure the outcome of the implementation obligation.

Revenue from rendering services is recognized in the accounting period in which the services are provided and measured according to the nature of the services to be provided. The receivable from client is recognized when there is an unconditional right for the entity to receive the consideration for the contractual obligations performed to the customer.

A contractual asset is recognized when the Group or the Company has settled its liabilities to the counterparty before the latter has paid or before the payment is due, for example when the goods or services are transferred to the customer prior to the right of the Group or the Company to issue an invoice. The contractual obligation is recognized when the Group or the Company receives a consideration from the counterparty as an advance or when it reserves the right to a consideration which is postponed before the performance of the contractual obligations and transfer of goods or services. The contractual obligation is derecognized when the contract obligations are met and the revenue is recorded in the income statement.

Commitments for implementation performed at a specific time

When a commitment for implementation is not met over time (as outlined above), then the entity enforces the implementation commitment at a particular time. In determining when the client acquires

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control of a promised asset and the entity settles an implementation commitment, the entity examines the requirements for the acquisition control, as analytically recorded in IFRS 15.

The main categories of revenue are as follows:

i.Revenue from contracts with customers related to construction operations

It relates to revenue from contracts with customers and results from implementation commitments that are fulfilled over time. Subsidiaries and joint ventures that undertake the execution of constructions, recognize the revenue from the construction contracts in their tax records based on the invoices released to the customers, which result from relevant gradual certifications of the execution of projects issued by the pertinent engineers and correspond to the works performed until the respective closing date. For the purpose of complying with IFRS, the proceeds from the construction activity are accounted for progressively during construction, based on the input method of measurement in accordance with the provisions of IFRS 15 "Revenue from Contracts with Customers".

The input method recognizes revenue based on the entity's efforts or inflows towards fulfilling an implementation commitment (for example, the resources consumed, the hours worked, the costs incurred the time spent or the hours of operation of the machines consumed) in relation to the total expected inputs to fulfil this implementation commitment.

ii.Sale of goods

Revenue is measured at the fair value of the price received or receivable and represents amounts receivable for goods sold and services rendered in the normal course of the Group's operations, net of discounts, VAT and other sales-related taxes. The Group recognizes sales of goods in profit or loss at the time the benefits and risks associated with ownership of those goods are transferred to the customer.

iii.Revenue from car stations

It relates to revenue from contracts with clients and results from execution commitments that are fulfilled over time. This revenue comes from the concessions for the operation of car stations.

iv.Revenue from sale of Electric Energy and Natural Gas

The Group provides electricity and natural gas. In addition, it participates in auctions for the allocation and assignment of physical transmission rights in all interconnections in Greece and is thus active in the electricity markets abroad.

The Group has assessed that the supply of electricity and gas are two distinct performance obligations. Since the supply of these products is made over a period of time, the Group concluded that the sale of electricity and natural gas should be treated as two separate performance obligations which are fulfilled on a continuous basis throughout the duration of the contract. Revenue for each of the aforementioned separate performance obligations is recognized over time as the customer receives and simultaneously recognizes the benefits arising from the supply of electricity or natural gas or from the supply of electricity and natural gas, as appropriate.

The metering of the amount of electricity/gas consumed by customers is carried out with a given frequency, which means that it can be done either on a monthly basis or cyclically up to every four months depending on the product and type of customer. The Group applies the output method to

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measure progress towards full settlement for each discrete performance obligation and recognizes revenue as progress is made. The Group has assessed that the output method for measuring progress towards fulfilment, which is based on measuring the quantity of products delivered to customers, provides a faithful representation of the transfer of performance obligations. In particular, the estimation of the quantity of products delivered is based on the use of a specific algorithm which takes into account historical consumption data, such as the consumption of the corresponding period of the previous year.

The Group recognizes a contract asset for the amount of accrued revenue that has not yet been invoiced to customers, applying the output method described above. A trade receivable is recognized by the Group when the related invoice is issued, as the Group's right to the consideration is unconditional in the sense that only the passage of time is required for the payment of that consideration to become due.

Certain customer contracts provide for discounts on the price list and discounts for late payments which are variable consideration. Variable consideration is estimated at inception of the contract and some or all of it is included in the transaction price to the extent that there is an increased likelihood that there will be no significant reversal in the amount of cumulative revenue recognized when the uncertainty associated with the variable consideration is subsequently eliminated.

In order to reduce its exposure to changes in energy prices in this markets, the Group uses the derivative instruments described in note 4.9.6 above.

The proceeds from the liquidation of these derivatives are included in the proceeds from the sale of electricity.

v.Revenue from Motorways Concession Arrangements

Revenue is classified into two sub-categories, i.e.: (a) revenue from construction of concession projects and (b) revenue from exploitation of concession projects.

According to the concession arrangements, the Group's companies have undertaken research, construction, financing, operation, maintenance and exploitation of the projects "Ionia Odos Motorway from Antirio to Ioannina, PATHE Athens (Metamorfosis Motorway) - Maliakos (Skarfia) PATHE Schimatari - Chalkida", ”Central Greece Motorway (E65)” and the concession agreement for the financing, operation, maintenance, and exploitation of Attiki Odos.

Under IFRIC 12 "Service Concession Arrangements", revenue from construction arrangements is recognized in accordance with the impute method of measurement as defined in IFRS 15 and analyzed in (i) above.

Revenue from exploitation of concession arrangements is recognized on the basis of intangible asset and financial asset model and applies to:

(a) revenue from toll collection through manual or electronic toll payment systems and

(b) revenue from rental of Car Service Stations (CSS) or other premises.

As defined in Note 15, under the intangible asset model, the Group recognizes revenue to the extent it acquires the right to charge the users of utilities. The Group recognizes the amount received or receivable option on the part of the operator at its fair value, which is considered to be the payments

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received from the infrastructure users, based on the accrual principle.

The relevant concession arrangements include all rights and obligations in relation to the infrastructure and rendered services.

vi.Revenue from construction and disposal of real estate

It pertains to revenue from contracts with clients and arises from implementation commitments settled over time. The Group's real estate property items under construction are recorded as inventory. From the amount of the performed sales, supported by a statutory document or a notarial sales agreement (as the relevant risks under the Company's guarantee liabilities are covered by insurance), the consideration attributable to the respective cost incurred by the end of the same year regarding the relative constriction of the sold building or part thereof, is recognized in every year’s revenue, based on the percentage of completion method.

vii.Income from Rentals

It relates to revenue from contracts with customers and arises from implementation commitments that are fulfilled over time. Income from rentals (operating leases) is recognized using the straight-line method according to the terms of the lease.

viii. Dividends

Dividends are accounted for when the right of recovery is finalized, it is possible that the financial benefits associated with the transaction will flow to the entity and the amount of revenue can be calculated reliably.

ix. Interest

Interest income is recognized on an accrual basis.

x.Revenue from other PPP concession agreements

At the construction stage, revenue is recognized based on the percentage of completion, in accordance with the Group's accounting policy for recognizing revenue from construction contracts.

During the operating phase, the revenue is recognized in the period in which the related services are provided by the Group. If a concession agreement includes revenue for more than one service, the consideration is allocated to the different services based on the relative fair values of the services provided.

Contract acquisition costs: According to IFRS 15, contract acquisition costs are defined as those costs incurred by an entity to obtain a contract with a customer. Depending on the extent to which the entity expects to recover the above costs, then the entity may recognize an asset and amortize it in accordance with the rate at which it expects to recover the benefits of the contract with the customer. Otherwise, these costs are expensed in the subject financial year. In application of the above, the Group recognizes an asset for the commission cost of intermediaries, also known as "Agency costs". More specifically, the Group uses intermediaries to promote sales. The expenses of achieving a first connection fee from the intermediaries are recognized as an asset and amortized according to the annual customer turnover rate. This item is depicted in the “Other Long-Term Receivables” of the Statement of Financial Position.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

381

4.13Income tax

Income tax burden for the year consists of current tax, deferred tax and tax differences from previous years.

Current Income Tax

Current tax is calculated on the basis of the tax Statements of Financial Position of every company, included in the consolidated Financial Statements, according to the tax regulation effective in Greece or other tax frameworks under which the foreign subsidiaries operate. Expenditure on current income tax includes income tax that is based on the profits of each company as restated in its tax returns and provisions for additional taxes and is calculated according to the statutory or substantially statutory tax rates.

Deferred Income Tax

Deferred taxes are taxes or tax relief related to financial burdens or benefits accruing in the year but already been accounted for or to be accounted for by the tax authorities in different years.

Deferred income taxes are calculated using the liability method in temporary differences at the date of the Financial Statements between the tax base and the carrying amount of assets and liabilities. Deferred tax liabilities are recognized for taxable temporary differences.

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

Deferred tax assets are recognized to the extent that there will be a future taxable profit for the utilisation of the temporary difference that gives rise to the deferred tax asset.

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

Deferred tax assets and obligations are calculated at the tax rates expected to be effective for the year in which the asset is incurred or the liability will be settled and are based on the tax rates (and tax laws) that are in effect or effectively in force as at the financial statements reporting date. In the event the time of reversing temporary differences cannot be clearly identified, the tax rate applicable on the next FY date of the Statement of Financial Position will be applied.

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

4.14Share capital, reserves and distribution of dividends

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

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

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

382

are derecognized or sold. The number of treasury shares held by the Company does not reduce the number of shares in circulation but affects the number of shares included in the calculation of earnings per share. Treasury shares held by the Company do not incorporate a right to receive a dividend.

In particular, the reserves are divided into:

Statutory reserves

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

Development legislation reserves and other tax exempted reserves

These reserves refer to profits not taxed at the applicable tax rate in accordance with the applicable tax framework in Greece and include reserves arising from taxable profits and pertaining to the company’s participation in development laws. These reserves will be taxable at the tax rate applicable at the time of their distribution to the shareholders or their conversion into share capital under certain circumstances.

Cash flows risk hedging reserves

The risk hedge reserve is used to record profits or losses on derivative financial products, which can be classified as future cash flow hedges and are recognized in other comprehensive income.

Reserves of foreign currency translation differences from incorporation of foreign operations

Foreign exchange differences arising on foreign currency translation are recognized in other comprehensive income and accumulated in other reserves. The cumulative amount is transferred to the income statement of the year when the amounts were transferred.

Treasury shares reserves

The Company has proceeded with successive acquisitions of treasury shares through implementing the approved share buy-back plan in accordance with article 49 of Law 4548/2018. The total value of these acquisitions is presented in reserves as a deduction from Equity.

Other reserves

The category of other reserves comprises:

(1) Actuarial gains/(losses) from defined benefit pension schemes arising from (a) actual adjustments (the effect of differences between previous actuarial assumptions and those eventually occurring) and (b) changes in actuarial assumptions.

(2) Changes in fair value of investments classified as equity investments.

(3) Reserves formed based on the expenses recognized by the Company and the Group from services acquired in exchange for shares (equity settled transactions) or stock options. See more detailed Note 4.22(c).

Dividends-Distribution

Dividends distributed to the Company's shareholders are recognized in the financial statements as a liability in the period in which the distribution proposal of the Management is approved by the Annual

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

383

General Meeting of the Shareholders.

Also, at the same time, the Financial Statements reflect the effect of the disposal of the results approved by the General Meeting and the possible formation of reserves.

4.15Provisions, Contingent Assets and Liabilities

Provisions are recognized when the Group has present legal or imputed liabilities as a result of past events. Their settlement is possible through resources’ outflow and the exact liability amount can be reliably estimated. The provisions are reviewed on the reporting date of the Financial Statements and are reviewed and adjusted accordingly on evert financial statements reporting date to reflect the present value of the expense expected for the settlement of the liability.

When the effect of the time value of money is significant, the provision is calculated as the present value of the expenses expected to be incurred in order to settle this liability.

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

In cases where the outflow of economic resources due to current commitments is considered improbable or the provision amount cannot be reliably estimated, no liability is recognized in the financial statements. Contingent liabilities are not recognized in the financial statements but are disclosed unless the probability of an outflow of resources incorporating financial benefits is minimal. Potential inflows from economic benefits for the Group which do not meet the criteria of an asset are regarded as contingent assets and are disclosed when the inflow of the economic benefits is probable.

Provisions for motorways heavy maintenance

Regarding provisions of the concessions, and, in particular, provision for the obligation to restore or maintain the motorway under the concession, the Group has contractual obligations it has to fulfill as a condition for obtaining the licenses to (a) maintain the infrastructure at a defined level or (b) restore the infrastructure to a defined condition before delivering it to the concessionaire upon termination of the service concession agreement.

These contractual obligations that pertain to maintaining or restoring infrastructure are recognized and measured using the best possible estimates of the costs that would be required to settle the present obligation at the financial statements reporting date, if obligation for maintenance and restoration arises within the year at the operational stage. Construction or upgrading services are charged to contractual revenue and expenses.

Provisions for rehabilitation of natural landscape

The provisions for natural landscape restoration include provisions made by the Group’s industrial sector financial entities aiming to cover the costs of restoring the natural landscape. The restoration provisions reflect the present value, at the reporting date, of the estimated cost, reduced by the estimated residual value of the recoverable materials. The provisions are reviewed at every reporting date of the Statement of Financial Position and are adjusted in order to reflect the present value of the expense, expected to be disbursed for settling the restoration obligation.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

384

Emissions obligation

Emissions are recognized based on the net obligation method according to which the Group recognizes an obligation from emissions when the actual emissions exceed the emission rights allocated by the European Union. The amount is measured at fair values to the extent that the Group has the obligation to cover the deficit through purchases. Rights purchased in excess of those required to cover deficits are recognized as intangible assets at cost.

4.16Leases

Recognition and initial measurement of the right-of-use asset

The Group applies a single recognition and measurement approach for all leases (including short-term and low-value leases). The Group recognizes lease liabilities for lease payments and right-of-use assets representing the right to use the underlying assets.

At the lease period commencement date, the Group recognizes a right-of-use asset and a lease liability, measuring the right-of-use asset at cost, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of a low-value underlying asset. For these leases, the Group recognizes rentals as operating expenses using the straight-line method over the lease term.

The cost of the right-of-use asset comprises:

•the amount of the initial measurement of the lease liability (see below),

•any lease payments made at or before the commencement date, less any lease incentives received,

•the initial direct costs incurred by the lessee and

•an estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

The Group undertakes the obligation for those costs either at the lease period commencement date or as a consequence of having used the leased asset during a particular period.

Initial measurement of the lease liability

At the lease period commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. When the interest rate implicit in the lease can be readily determined, the lease payments shall be discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group shall use the Group’s incremental borrowing rate.

At the lease period commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right-of-use asset during the lease term that are not paid at the lease commencement date:

1.fixed payments less any lease incentives receivable,

2.any variable lease payments that depend on the future change in index or a rate, initially measured using the index or rate as at the lease period commencement date,

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

385

3.amounts expected to be payable by the Group under residual value guarantees,

4.the exercise price of a purchase option if the Group is reasonably certain to exercise that option and

5.payments of penalties for terminating the lease, if the lease term reflects the Group exercising an option to terminate the lease.

Subsequent measurement

Subsequent measurement of the right-of-use asset

After the lease period commencement date, the Group measures the right-of-use asset applying a cost model.

The Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses, and adjusted for any subsequent measurement of the lease liability.

The Group applies the requirements set in IAS 16 regarding the depreciation of the right-of-use asset, which it reviews for potential impairment.

Subsequent measurement of the lease liability

After the lease period commencement date, the Group measures the lease liability by:

1.increasing the carrying amount to reflect financial cost on the lease liability,

2.reducing the carrying amount to reflect the lease payments made and

3.re-measuring the carrying amount to reflect any lease reassessment or modification of the lease.

Financial cost of a lease liability is allocated over the lease term in such a way that it results in a constant periodic rate of interest on the remaining balance of the liability.

After the lease period commencement date, the Group recognizes in profit or loss, (unless the costs are included in the carrying amount of another asset applying other applicable Standards), both:

1.financial cost of the lease liability and

2.variable lease payments not included in the measurement of the lease liability in the period in which the event or condition that triggers those payments occurs.

The Group as lessor

Leases in which the Group is the lessor are classified as either finance or operating leases. When the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the lease is classified as a finance lease. All other leases are classified as operating leases.

When the Group is an intermediate lessee, it accounts for the master lease and sublease as two separate contracts. A sublease is classified as either a finance lease or an operating lease depending on the right-of-use asset arising from the headlease.

Revenue from operating leases is recognized on a straight-line basis over the term of the lease. The initial direct costs of negotiating and arranging an operating lease agreement are added to the carrying amount of the underlying asset and recognized using the straight-line method over the lease term.

Amounts due from lessees under finance leases are recognized as receivables in the amount of the

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

386

Group's net investment in the finance lease. The finance income from the lease is allocated to the reporting periods to reflect the Group's constant periodic rate of return on its remaining net investment in the finance leases.

When the lease includes both leasehold and non-leasehold elements, the Group applies IFRS 15 in order to allocate the contract price to each element separately.

In addition, the Group as a developer provides its customers with the option to lease an asset, in addition to option of purchasing the asset. The ultimate lessee has the right to purchase the leased asset at a price sufficiently below its fair value on the exercise date so that, at the commencement of the lease, it is reasonably certain that the right will be exercised.

The aforementioned transactions bear the characteristics of an alternative form of sale, where the Company acknowledges the following:

- Income from the sale, which is recognized at the beginning of the lease period at the lower value between the fair value and the present value of the receivables to which the Company is entitled, discounted at an interest rate deemed appropriate based on market standards.

- Financial income recognized throughout the lease period from the subsequent measurement of the receivable at amortized cost.

The receivables recognized, as a result of the above contracts, are included in their long-term part in the "Other long-term assets" fund and in their short-term part in the "Advances and other receivables" item. At the same time, the collections of the related receivables and of the corresponding interest income are presented as inflows from investment activities.

Β. Other accounting principles

The other accounting policies adopted in the preparation of the accompanying Company and Consolidated Financial Statements are as follows:

4.17Foreign currency conversion

Functional and reporting currency

The consolidated financial statements are presented in Euro, which is the functional currency of the Group’s as well as the Parent Company’s reporting currency.

Transactions and balances in Foreign Currency

Foreign currency transactions are converted into the functional currency by using the exchange rates applicable on the date when the said transactions were performed. The monetary assets and liabilities which are denominated in foreign currency are converted into the Group’s functional currency on the Statement of Financial Position reporting date using the prevailing exchange rate on that day. Any gains or losses due exchange differences that result from the settlement of such transactions during the period, as well as from the conversion of monetary assets denominated in foreign currency based on the prevailing exchange rates on the Statement of Financial Position reporting date, are recognized in the Income Statement.

Non-monetary assets and liabilities which are denominated in foreign currency and which are measured at fair value are converted into the Group’s functional currency using the prevailing

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

387

exchange rate on the date of their fair value measurement. The FX translation differences from non-monetary items measured at fair value are considered as part of the fair value and thus are recorded in the same account as the fair value differences.

Gains or losses arising from transactions in foreign currency as well as from the end of period valuation of monetary assets, denominated in foreign currency, which meet the criteria for cash flow hedges are recognized in other comprehensive income and cumulatively in equity.

Foreign operations

The functional currency of the Group’s foreign subsidiaries is the official currency of the country in which every subsidiary operates. For the preparation of consolidated financial statements, the assets and liabilities, including fair value adjustments due to business combinations, of foreign subsidiaries, are translated into Euro at the exchange rates effective at the Statement of Financial Position reporting sate. Revenue and expenses are translated into the presentation currency of the Group based on the average exchange rates for the reported period. Any differences arising from this procedure are charged/ (credited) to foreign operations currency translation reserves differences, equity and are recognized in other comprehensive income in the Statement of Comprehensive Income. Upon the disposal, write off or derecognition of a foreign subsidiary, the above reserves are transferred to profit or loss for the period.

4.18Borrowing costs

Borrowing costs that are directly attributable to acquisition, construction, or production of qualifying assets, which will require considerable time until the assets are ready for the proposed use or disposal, are added to the acquisition cost of those assets until the assets are ready for the proposed use or disposal. In other cases, the borrowing costs burden gains or losses of the period when incurred.

4.19Investment property

Investment property relates to investments in properties which are held (through acquisition or and development) by the Group, either to generate rent from their lease or for the increase in their value (increased capital) or for both purposes and are not held: a) to be used for production or distribution of raw materials / services or for administrative purposes and b) for the sale as part of the company’s regular operations.

Investment property is initially measured at acquisition purchase cost including transaction expenses. Subsequently, it is recognized at fair value. Independent appraisers with adequate experience in the location and in the nature of investment properties define the fair value.

The book value recognized in the Group’s Financial Statements reflects the market conditions on the Statement of Financial Position reporting date. Gains or losses, arising from changes in the fair value of investment properties constitute results and are recognized in the profit or loss for the period in which they occur. Repairs and maintenance are recognized as expenses in the period when incurred. Significant subsequent expenses are capitalized when they increase the useful life of the property and its production capacity or reduce its operating costs.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

388

Property transfers from investment property to fixed assets take place only when there is a change in the use of the said property which is proven by the Group’s own use of the property or by the Group’s commencement to develop this property for sale.

Investment property is derecognized (eliminated from the Statement of Financial Position) when it is sold or when it is permanently withdrawn from use and is not expected to generate future economic benefits from its sale. Gains or losses from withdrawal or sale of investment property pertain to the balance between the net proceeds from the sale and the book value of the asset and are recognized in the Income Statement for the period in which the asset was sold or withdrawn.

Constructed or developed investment property items are monitored, as well as completed items, at fair value.

4.20Inventory

Inventory items include constructed or real estate property items kept for sale, idle mines and quarries materials, building materials, spare parts and raw and auxiliary materials. Inventories are measured at the lower amount between the cost and net realizable value. The cost of raw materials, semi-finished and finished products is determined applying the weighted average cost method.

The cost of finished and semi-finished products includes all the costs incurred in order to bring the products to their current state, condition and processing stage and contains raw materials, labor, general industrial expenses and other costs directly affecting acquisition of materials.

The net realizable value of finished products is their estimated selling price during the Group’s normal course of business less the estimated costs for their completion and the estimated necessary costs for their sale.

The net realizable value of raw materials is their estimated replacement cost during the normal course of business.

Appropriate provisions are formed for obsolete inventories, if deemed necessary. Reductions in the value of inventories to net realizable value and other inventory losses are recognized in profit or loss for the period in which they are incurred.

4.21Cash and Cash Equivalents

Cash and cash equivalents include cash in hand, sight deposits, term deposits, bank overdrafts and other highly liquid investments that are directly convertible into particular amounts of cash equivalents which are not subject to significant value change risk.

The Group considers term deposits and other highly liquid investments less than three months maturity as cash available, as well as time deposits over three months maturity for which it has the right to early liquidation without loss of capital.

For the purposes of preparing the consolidated Statements of Cash Flows, cash and cash equivalents consist of cash in hand, bank deposits as well as cash equivalents as defined above.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

389

The Group’s restricted deposits, irrespective of the nature of their commitment, are not included in the cash and cash equivalents but are classified in the item "Advances and other receivables" (please refer to Note 20).

4.22Employee benefits

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

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

(a) Defined Contribution Plan

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

(b) Defined Benefit Plan (non-funded)

Under Laws 2112/20 and 4093/2012, the Company must pay compensation to its employees upon their dismissal or retirement. The amount of compensation paid depends on the years of service, the level of wages and the way of leaving service (dismissal or retirement). The entitlement to participate in these plans is carried out through the distribution of benefits in the last 16 years until the date of retirement of employees following the scale of Law 4093/2012.

The liability recognized in the Statement of Financial Position for defined benefit plans is the present value of the liability for the defined benefit less the plan assets’ fair value (reserves from payments to an insurance company) and the changes deriving from any actuarial profit or loss and the previous service cost. The defined benefit commitment is calculated on an annual basis by an independent actuary through the use of the projected unit credit method. Regarding FY 2025 the selected interest rate follows the tendency of European Bonds of 10-year maturity as at December 31, 2025, which is regarded as consistent with the provisions of IAS 19, i.e. is based on bonds corresponding to the currency and the estimated term relative to employee benefits as well as appropriate for long-term provisions.

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

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

390

the current and past service cost, the relative financial cost, the actuarial gains or losses and potentially arising additional charges. Regarding unrecognized actuarial gains or losses, the revised IAS 19 is applied, which includes a number of changes to accounting treatment of defined benefit plans, including as follows:

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

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

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

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

The Company and the Group have implemented share-based payment agreements for their employees and executives. In particular, based on the existing agreements, the employees and executives of the Company and the Group are granted the right to receive equity securities (shares) of the parent company, given that specific vesting conditions have been met. None of the existing equity-based payment agreements are cash-settled. Services received in exchange for granting equity-based payments are measured at their fair value. The fair value of the services of executives and employees, on the date the stock options’ granting, is recognized in accordance with IFRS 2 as an expense in the income statement, with a corresponding increase in equity (in the account "Reserves for stock options") during the period when the services that correspond to the stock options are being received. The total expense of the stock options and free share grants during the vesting period is calculated according to the fair value of the options on the date of granting. The expense is allocated over the vesting period, based on the best available estimate of the number of stock options expected to be granted. Non-market conditions are included in the assumptions for determining the number of options expected to be exercised. The fair value of options is measured by adopting an appropriate valuation model to reflect the number of options for which the performance conditions of each plan are expected to be met. Estimates of the number of options expected to be exercised are revised if there is any indication that the number of stock options expected to be granted differs from previous estimates. Any adjustment made to the cumulative share-based compensation resulting from a review is recognized in the current period.

The above Stock Option Plans take into account the following variables: Exercise Price, Share Price on the granting date, Granting Date, Maturity Date(s) of Options, Expected Volatility of Stock Price, Dividend Yield, and Risk Free Rate.

For transactions related to benefits based on the Company's equity securities towards executives of the subsidiaries, such transactions are recognized in the separate financial statements of the Company as an increase of the Company's participation in subsidiaries according to the cost of the benefits granted to the executives of subsidiary companies.

As of 31.12.2025, there is an active program for the free distribution of the Company's Treasury Shares (see Note 33).

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

391

4.23Government grants

Government grants are recognized at fair value when there is reasonable assurance that the grant will be collected, and the Group will comply with all relevant conditions.

Government grants related to the grants for tangible fixed assets are recognized, when there is reasonable assurance that the grant will be collected and all relevant conditions will be met. These grants are recognized as deferred income and are transferred to the income statement during the period based on the expected useful life of the asset, for which the grant was received.

Government grants, relating to expenses, are recorded in transit accounts and recognized in the income statement over the period necessary to balance the expenses they are intended to compensate.

In particular, concerning the grant for concession contracts of motorways, the Group recognized the total of financial contribution, approved through the concession agreement, as financial asset reducing the value of intangible asset, that had been created based on the same agreement and amortized at the same period and in a way similar to the transfer of the book value of the intangible asset to the income statement.

4.24Earnings per share

Basic earnings per share are calculated dividing net earnings by the weighted average number of common shares outstanding during the period, excluding the weighted average number of the common shares acquired by the Group as treasury shares.

Earnings per share are calculated dividing the net profit attributable to shareholders by the weighted average number of shares outstanding during the year.

In the periods presented, the Group has no conditional issuable ordinary shares, i.e. ordinary shares issuable for a minimum amount of cash or without cash after the fulfillment of certain conditions of a potential shareholder agreement and therefore does not report diluted earnings per share.

5GROUP AND COMPANY STRUCTURE

The following tables present the total participating, direct and indirect, interests of the parent company GEK TERNA S.A. in the economic entities as at 31.12.2025 per operating segment, which were included in the consolidation or incorporated as joint operations. In cases of indirect participation, the subsidiary, in which the participating interest is consolidated, is presented.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

392

5.1Company’s Structure

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
CONSTRUCTION SEGMENT - JOINT OPERATIONS
ALTE ATE - TERNA S.A. GP	Greece	50.00	0.00	50.00	Proportional consolidation	-	2020-2025
J/V GEK TERNA SA- TERNA ENERGY ASSETMANAGMENT SA (INSTALLATION AND OPERATION ASSK)	Greece	50.00	50.00	100.00	Proportional consolidation	TERNA ENERGY ASSET MANAGMENT SA.	2020-2025

5.2Group’s Structure

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
CONSTRUCTION SEGMENT - SUBSIDIARIES
ΤΕRΝΑ S.A.	Greece	100.00	0.00	100.00	Full	-	2020-2025
J/V EUROΙΟΝΙΑ	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2021-2025
J/V CENTRAL GREECE MOTORWAY Ε-65	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2021-2025
C & M ENGINEERING	Greece	0.00	62.50	62.50	Full	ΤΕRΝΑ SA	2020-2025
P. & C. DEVELOPMENT S.A.	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2020-2025
J/V HELLAS TOLLS	Greece	95.00	5.00	100.00	Full	ΤΕRΝΑ SA	2020-2025
ILIOHORA S.A.	Greece	46.70	53.30	100.00	Full	ΤΕRΝΑ SA	2020-2025
GEK SERVICES S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2020-2025
TERNA OVERSEAS L.T.D.	Cyprus	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2018-2025
TERNA QATAR L.L.C.	Qatar	0.00	35.00	35.00	Full	ΤΕRΝΑ SA	2020-2025
TERNA BAHRAIN HOLDING W.L.L.	Bahrain	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	-
TERNA CONTRACTING CO W.L.L.	Bahrain	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	-
TERNA VENTURES W.L.L.	Bahrain	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	-
J/V GEK TERNA SA- TERNA ENERGY ASSETMANAGMENT SA (INSTALLATION AND OPERATION ASSK)	Greece	50.00	50.00	100.00	Full	TERNA ENERGY ASSET MANAGMENT SA.	2020-2025
J/V GEK TERNA - GEK SERVICES	Greece	95.00	5.00	100.00	Full	GEK SERVICES S.A.	2021-2025
Α.Ε.ROZEPHIROS L.T.D.	Cyprus	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2022-2025
J/V TERNA-P&C DEVELOPMENT (Construction of Lamia Exhibition)	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2023-2025
J/V TERNA–P&C DEVELOPMENT (AERIAL ARCHAEOLOGY MUSEUM)	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2024-2025
J/V TERNA P C DEVELOPMENT	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2024-2025
TERNA INFRASTRUCTURE USA INC	U.S.A.	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2025

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

393

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
J/V TERNA TERNA DIACHEIRISI PAGION (OSE PSIFIAKOS METASCHIMATISMOS)	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2025

CONSTRUCTIONS SEGMENT - JOINT OPERATIONS

J/V AVAX SA-VIOTER SA-ILIOHORA SA	Greece	0.00	37.50	37.50	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA - AKTOR - POWELL (CHAIDARI METRO)	Greece	0.00	66.00	66.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA - IMPEGILOSPA (TRAM)	Greece	0.00	55.00	55.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V ALPINE MAYREDER BAU GmbH-TERNA (ANCIENT OLYMPIA BYPASS)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA - WAYSS (PERISTERI METRO)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V ETETH-TERNA-AVAX -PANTECHNIKI HORSE RIDING CENTRE	Greece	0.00	35.00	35.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA - PANTECHNIKI (ΟΑΚΑ SUR. AREAS)	Greece	0.00	83.50	83.50	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V ΤΕRΝΑ-ΜICHANIKI AGRINIO BY-PASS	Greece	0.00	65.00	65.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V ALPINE MAYREDER BAU GmbH-TERNA SA (CHAIDARI METRO STATION, PART Α')	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V ALPINE MAYREDER BAU GmbH-TERNA SA (PARADEISIA TSAKONA)	Greece	0.00	49.00	49.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V AKTOR-DOMOTECHNIKI-THEMELIODOMI-TERNA-ETETH (THESSAL. MEG. MUNICIPALITY)	Greece	0.00	25.00	25.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA - AKTOR (SUBURBAN SKA)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA - AKTOR (R.C. LIANOKLADI - DOMOKOS)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA SA- THALES AUSTRIA (ETCS SYSTEM PROCUREMENT)	Greece	0.00	37.40	37.40	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA SA-AKTOR ATE - ΑVAX-TREIS GEFYRES	Greece	0.00	33.33	33.33	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V ΜΕΤΚΑ-TERNA	Greece	0.00	90.00	90.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V APION KLEOS	Greece	0.00	28.60	28.60	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V AKTOR-TERNA-PORTO KARRAS (Florina-Niki road)	Greece	0.00	33.33	33.33	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V AKTOR-TERNA (PATHE at Stylida road)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V TERNA - Α.Ε.GEK Constructions (Promachonas road)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V AKTOR-TERNA (Patras Port)	Greece	0.00	70.00	70.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V IMPREGILO SpA-TERNA SA (Cultural center of Stavros Niarchos Foundation)	Greece	0.00	49.00	49.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

394

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
J/V AKTOR ATE - TERNA SA (Lignite works)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V AKTOR ATE - TERNA SA (Thriasio B’)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V AKTOR SA - AVAX - TERNA SA (Tithorea Domokos)	Greece	0.00	33.33	33.33	Proportional consolidation	ΤΕRΝΑ SA	2021-2025
J/V AKTOR SA - AVAX - TERNA SA (Bridge RL 26, TITHOREA - DOMOKOS)	Greece	0.00	44.56	44.56	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V AKTOR SA - TERNA SA (Thriasio B’ ERGOSE)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V AKTOR - TERNA (Joint Venture ERGOSE No. 751)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V RENCO TERNA (Construction of compression Station of TAP in Greece and in Albania)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2022-2025
JV TERNA CC CHR D CONSTANTINIDIS	Greece	0.00	55.00	55.00	Proportional consolidation	ΤΕRΝΑ SA	2021-2025
J/V TERNA-THEMELI (Extention of the tram station in Hellinikon)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2022-2025
J/V TERNA-MYTILINEOS (ELECTRICAL OPERATION OF RAILROAD KIATO-RODODAFNI)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2022-2025
J/V TERNA-DAMCO	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2022-2025
J/V TERNA-MYTILINEOS (ELECTRICAL OPERATION OF RAILROAD RODODAFNI-RIO)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2022-2025
J/V VINCI TERNA DOO	Serbia	0.00	49.00	49.00	Proportional consolidation	ΤΕRΝΑ SA	2022-2025
J/V TERNA-FOTAGONLED (IOANNINA LICHTING)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025
J/V TERNA-INTRAKAT (Evros fence)	Greece	0.00	65.00	65.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025
J/V TERNA-EKTER (Construction of Ionian Center)	Greece	0.00	70.00	70.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025
J/V TERNA-AKTOR-INTRAKAT (VOAK SDIT)	Greece	0.00	55.00	55.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025
J/V TERNA-AKTOR-METKA (PANATHINAIKOS STADIUM)	Greece	0.00	40.00	40.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025
J/V TERNA–ΙΝΤRΑΚΑΤ (EGNATIA ROAD-EAST SECTOR OPEREATION & MAINTENANCE)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025
J/V TERNA–ΙΝΤRΑΚΑΤ (EGNATIA ROAD-WEST SECTOR OPEREATION & MAINTENANCE)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025
J/V THALIS-TERNA–CONSTANTINIDIS (E.E.N AMARIOU)	Greece	0.00	30.00	30.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025
J/V TERNA–ΙΝΤRΑΚΑΤ (EGNATIA ROAD-EAST SECTOR 6061 OPEREATION AND MAINTENANCE)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2023-2025

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

395

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
J/V METKA–TERNA (E-APALLOTRIOSIS)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2024-2025
J/V RENCO - ΤΕΡΝΑ (ΑΤΗΟ4 Data Center)	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2024-2025
J/V AVAX-TERNA - MEDITERRANEAN CITY OF DREAMS	Cyprus	0.00	40.00	40.00	Proportional consolidation	ΤΕRΝΑ SA	2019-2025
J/V INTRAKAT - TERNA SA - ΚΑΜΕRES ΚΟΚ	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2024-2025
J/V TERNA GLOBILED	Greece	0.00	55.00	55.00	Proportional consolidation	ΤΕRΝΑ SA	2024-2025
J/V MESOGEIOS S.A. – P. & C. DEVELOPMENT S.A.	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2022-2025
J/V P. & C. DEVELOPMENT S.A. – AKTOR S.A.	Greece	0.00	99.99	99.99	Proportional consolidation	ΤΕRΝΑ SA	2021-2025
J/V P.&C. DEVELOPMENT S.A. - ERGOTEM S.A.	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2020-2025
J/V STATHMOU SYMPIESIS BOOSTER	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2024-2025
J/V TERNA S.A. - REDEX S.A	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2025
J/V TERNA AE - AKTOR A.T.E. - EGNATIA DIODIA	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2025
J/V TERNA AE METKA ATE YDATOREMATA	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2025
TERNA AE AKTOR GROUP JOINT-VENTURE	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2025
J/V AKTOR GROUP-TERNA AE-NORTH SOLAR 1	Greece	0.00	50.00	50.00	Proportional consolidation	ΤΕRΝΑ SA	2025
J/V TERNA ENERGEIAKI DIACHEIRISI PAGION - MESOGEIOS (MEA KERKYRAS)	Greece	0.00	50.00	50.00	Proportional consolidation	TERNA ENERGY ASSET MANAGMENT SA.	2025
J/V THALIS-P&C DEVELOPMENT–MESOGEIOS (ΜΕΑ LARISAS)	Greece	0.00	33.33	33.33	Proportional consolidation	ΤΕRΝΑ SA	2025

CONSTRUCTIONS SEGMENT - JOINT VENTURES
AIGISTOS SA	Greece	0.00	49.99	49.99	Equity	ΤΕRΝΑ SA	2021-2025
J/V ERNA ENERGY ASSET MANAGMENT SA - INDIGITAL -AMCO	Greece	70.00	0.00	70.00	Equity	-	2020-2025

TRADING ELECTRICITY SEGMENT - SUBSIDIARIES
OPTIMUS ENERGY S.A.	Greece	0.00	51.00	51.00	Full	HERON ENERGY S.A.	2020-2025
TERNA ENERGY TRADING E.O.O.D.	Bulgaria	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2020-2025
TETRA DOOEL SKOPJE	FYROM	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2020-2025
TERNA ENERGY TRADING D.O.O.	Serbia	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2020-2025
TERNA ENERGY TRADING S.H.P.K.	Albania	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2020-2025

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

396

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
BLUE BESS SINGLE MEMBER P.C.	Greece	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2025
NXA ENERGEIAKI SINGLE MEMBER P.C.	Greece	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2023-2025
Reserve Energy Power SINGLE MEMBER S.A.	Greece	0.00	100.00	100.00	Full	SUSTAINABLE ENERGY SOLUTIONS SINGLE MEMBER S.A.	2025
TOTAL ENERGY SOLAR S.R.L.	Romania	0.00	100.00	100.00	Full	SUSTAINABLE ENERGY SOLUTIONS SINGLE MEMBER S.A.	2025
SENS PULSE SINGLE MEMBER S.A.	Greece	0.00	100.00	100.00	Full	SUSTAINABLE ENERGY SOLUTIONS SINGLE MEMBER S.A.	2025

TRADING ELECTRICITY SEGMENT - JOINT VENTURES
SOLAR ENERGY GROUP EUROPE LLC	Kosovo	0.00	60.00	60.00	Full	SUSTAINABLE ENERGY SOLUTIONS SINGLE MEMBER S.A.	2025
GRESCIA SINGLE MEMBER S.A.	Greece	0.00	55.00	55.00	Full	GEK TERNA CONCESSIONS SINGLE MEMBER SA	2025

ELECTRICITY FROM THERMAL ENERGY, TRADING OF ELECTRIC POWER AND NATURAL GAS SEGMENT - SUBSIDIARIES
GEK TERNA FTHIOTIDAS S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2021-2025
HERON ENERGY S.A.	Greece	86.18	13.82	100.00	Equity	ΤΕRΝΑ SA	2020-2025
SUSTAINABLE ENERGY SOLUTIONS SMSA	Greece	100.00	0.00	100.00	Equity	-	2024-2025

ELECTRICITY FROM THERMAL ENERGY, TRADING OF ELECTRIC POWER AND NATURAL GAS SEGMENT - JOINT VENTURES
THERMOELECTRIC KOMOTINIS S.A.	Greece	0.00	50.00	50.00	Equity	GEK TERNA CONCESSIONS SINGLE MEMBER SA	2021-2025
FIER THERMOELECTRIC S.H.A.	Albania	35.00	0.00	35.00	Equity	-	2022-2025

REAL ESTATE SEGMENT - SUBSIDIARIES

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

397

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
IOANNINON ENTERTAINMENT DEVELOPMENT S.A.	Greece	91.54	0.00	91.54	Full	-	2020-2025
MONASTIRIOU TECHNICAL DEVELOPMENT S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2020-2025
VIPA THESSALONIKI S.A.	Greece	100.00	0.00	100.00	Full	-	2020-2025
ICON E.O.O.D.	Bulgaria	83.62	16.38	100.00	Full	ΤΕRΝΑ SA	2020-2025
SC GEK ROM S.R.L.	Romania	0.00	100.00	100.00	Full	ICON EOOD	2020-2025
HIGHLIGHT S.R.L.	Romania	0.00	100.00	100.00	Full	ICON EOOD	2020-2025
MANTOUDI BUSINESS PARK S.M.S.A.	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2020-2025
AVLAKI I B.V.	Netherland	100.00	0.00	100.00	Full	-	2020-2025
AVLAKI II B.V.	Netherland	100.00	0.00	100.00	Full	-	2020-2025
AVLAKI III B.V.	Netherland	100.00	0.00	100.00	Full	-	2020-2025
AVLAKI IV B.V.	Netherland	100.00	0.00	100.00	Full	-	2020-2025
ARGOLIKI RIVIERA S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2022-2025

REAL ESTATE SEGMENT - JOINT VENTURES
ΕΝ.ΕR.ΜΕL S.A.	Greece	50.00	0.00	50.00	Equity	-	2020-2025

REAL ESTATE SEGMENT - ASSOCIATES
KEKROPS S.A.	Greece	37.48	0.00	37.48	Equity	-	2020-2025
GEKA S.A.	Greece	0.00	33.34	33.34	Equity	ΤΕRΝΑ SA	2020-2025
DI TERNA SA	Greece	19.00	0.00	19.00	Equity	-	2023-2025

CONCESSIONS SEGMENT - SUBSIDIARIES
MGGR L.L.C.	U.S.A.	100.00	0.00	100.00	Full	-	2021-2025
HIRON CONCESSIONS S.A.	Greece	99.56	0.44	100.00	Full	ΤΕRΝΑ SA	2020-2025
KIFISIA PLATANOU SQ. CAR PARK S.A.	Greece	90.64	9.36	100.00	Full	ΤΕRΝΑ SA	2020-2025
PARKING STATION SAROKOU SQUARE CORFU S.A.	Greece	85.25	14.75	100.00	Full	ΤΕRΝΑ SA	2020-2025
HELLAS SMARTICKET S.A.	Greece	70.00	0.00	70.00	Full	-	2020-2025
PERIVALLONTIKI PELOPONNISOU S.M.S.A.	Greece	0.00	100.00	100.00	Full	GEK TERNA URBAN SERVICES S.M.S.A.	2020-2025
ΑΕIFORIKI EPIRUS S.M.S.A.S.P.	Greece	0.00	100.00	100.00	Full	GEK TERNA URBAN SERVICES S.M.S.A.	2022-2025

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

398

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
NEA ODOS S.A.	Greece	0.00	100.00	100.00	Full	GEK TERNA MOTORWAYS SINGLE MEMBER SA	2020-2025
CENTRAL GREECE MOTORWAY S.A.	Greece	0.00	100.00	100.00	Full	GEK TERNA MOTORWAYS SINGLE MEMBER SA	2020-2025
GEK TERNA MOTORWAYS S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2020-2025
GEK TERNA KASTELI S.M.S.A.	Greece	0.00	100.00	100.00	Full	GEK TERNA CONCESSIONS S.M.S.A.	2020-2025
NEA EGNATIA ODOS CONCESSION S.A.	Greece	90.00	0.00	90.00	Full	-	2024-2025
GEK TERNA URBAN SERVICES S.M.S.A.	Greece	0.00	100.00	100.00	Full	GEK TERNA CONCESSIONS S.M.S.A.	2024-2025
NEA ATTIKI ODOS S.A.	Greece	90.00	0.00	90.00	Full	-	2024-2025
NEA ATTIKI ODOS LEITOURGIA S.A.	Greece	50.00	50.00	100.00	Full	ΤΕRΝΑ SA	2024-2025
TERNA ENERGY ASSET MANAGMENT SA	Greece	100.00	0.00	100.00	Full	-	2024-2025
SARISA YPO-PARACHORISI S.A.	Greece	90.00	0.00	90.00	Full	-	2022-2025
DIKTAION CONCESSION S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2025
DIKTAION OPERATION S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2025
ARCADIA PLASTIC RECYCLING S.M.S.A.	Greece	0.00	100.00	100.00	Full	TERNA ENERGY ASSET MANAGMENT SA.	2025
ARDEFTIKI LASITHIOU S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2025
ARDEFTIKI NESTOU S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2025

CONCESSIONS SEGMENT - JOINT VENTURES
PARKING OUIL S.A.	Greece	50.00	0.00	50.00	Equity	-	2020-2025
ATHENS CAR PARK S.A.	Greece	33.33	0.00	33.33	Equity	-	2020-2025
THESSALONIKI CAR PARK S.A.	Greece	24.70	0.00	24.70	Equity	-	2020-2025
AG. NIKOLAOS PIRΑ.Ε.US CAR PARK S.A.	Greece	36.52	0.00	36.52	Equity	-	2020-2025
POLIS PARK S.A.	Greece	33.33	0.00	33.33	Equity	-	2020-2025
METROPOLITAN ATHENS PARK S.A.	Greece	25.70	0.00	25.70	Equity	-	2020-2025
INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A.	Greece	0.00	32.46	32.46	Equity	GEK TERNA KASTELI SINGLE MEMBER SA	2021-2025
IRC HELLINIKON S.A.	Greece	35.00	14.00	49.00	Equity	MGGR L.L.C.	2022-2025
PASIFAI ODOS S.A.	Greece	55.00	0.00	55.00	Equity	-	2023-2025

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

399

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
GMR TERNA COMMERCIAL S.A.	Greece	0.00	40.00	40.00	Equity	GEK TERNA KASTELI SINGLE MEMBER SA	2025

CONCESSIONS SEGMENT - ASSOCIATES
NEA EGNATIA ODOS OPERATION SA	Greece	25.00	0.00	25.00	Equity	GEK TERNA CONCESSIONS S.M.S.A.	2024-2025
OLYMPIA ODOS S.A.	Greece	20.48	0.00	20.48	Equity	-	2020-2025
OLYMPIA ODOS OPERATION S.A.	Greece	20.47	0.00	20.47	Equity	-	2020-2025

INDUSTRIAL-MINES SEGMENT - SUBSIDIARIES
TERNA MAG S.A.	Greece	51.02	48.98	100.00	Full	ΤΕRΝΑ SA	2021-2025
EUROMETALL AGENCIES S.A.	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2020-2025
VRONDIS QUARRY PRODUCTS S.A.	Greece	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	2020-2025
CEMENT PRODUCTION AND EXPORT F.Z.C.	Libya	0.00	75.00	75.00	Full	ΤΕRΝΑ SA	2009-2025
MALCEM CONSTRUCTION MATERIALS L.T.D.	Malta	0.00	75.00	75.00	Full	ΤΕRΝΑ SA	2007-2025

SEGMENT OF HOLDINGS - SUBSIDIARIES
QE ENERGY EUROPE LTD	Cyprus	0.00	100.00	100.00	Full	ΤΕRΝΑ SA	-
TERNA ENERGY USA HOLDING CORPORATION	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY TRANSATLANTIC sp.z.o.o.	2011-2025
TERNA ENERGY TRANSATLANTIC sp.z.o.o.	Poland	100.00	0.00	100.00	Full	-	2015-2025
TERNA ENERGY TRADING L.T.D.	Cyprus	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2023-2025
GEK TERNA CONCESSIONS S.M.S.A.	Greece	100.00	0.00	100.00	Full	-	2021-2025
ΑΕ GIS RENEWABLES, L.L.C.	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2011-2025
MOUNTAIN AIR HOLDINGS L.L.C.	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2011-2025
TERNA RENEWABLE ENERGY PROJECTS L.L.C.	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2016-2025
TERNA DEN L.L.C.	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2016-2025
FLUVANNA I INVESTOR, L.L.C.	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2016-2025
FLUVANNA INVESTMENTS 2, L.L.C.	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2016-2025
CI-II BEARKAT QFPF, L.L.C .	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2016-2025
CI-II BEARKAT HOLDING B, L.L.C.	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2017-2025

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

400

ECONOMIC ENTITY	DOMICILE	DIRECT PARTI-CIPATION %	INDIRECT PARTI-CIPATION %	TOTAL PARTI-CIPATION %	CONSOLI-DATION METHOD	SUBSIDIARY OF INDIRECT PARTICIPATION	TAX UNAUDITED YEARS
SPONSOR BEARKAT I HOLDCO, L.L.C.	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2018-2025
TERNA DER, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2023-2025
TERNA DER 2, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2023-2025
TERNA DER 3, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2023-2025
COOPER-MONITEAU ENERGY, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2023-2025
RICHLAND CREEK ENERGY, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2023-2025
LIMESTONE TERNA ENERGY, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2024-2025
FAYETTE ENERGY STORAGE, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2024-2025
CHAMPAIN HYBRID ENERGY, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2024-2025
LAMPASAS HYBRID ENERGY, LLC	U.S.A.	0.00	100.00	100.00	Full	TERNA ENERGY USA HOLDING	2024-2025
FIER HELIOS SH.P.K	Albania	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2022-2025
FAETHON SH.P.K	Albania	0.00	100.00	100.00	Full	HERON ENERGY S.A.	2022-2025

The percentages of voting rights of GEK TERNA S.A. in all the above participations coincide with the percentage the Company holds on the outstanding share capital of the companies.

Assessing the control

The Company TERNA QATAR L.L.C. is fully consolidated as a subsidiary as the Group exercises control over it in accordance with the requirements of IFRS 10. Within the current period, no changes were made to the above estimates, compared to 31.12.2024 (see analytically note 12.2).

The following table presents the joint ventures for the construction of technical projects and other companies, in which the Group participates. These joint ventures have already concluded the projects they were established for, their guarantee period has expired, their relations with third parties have been settled and their final liquidation is pending. Therefore, they are not included in the consolidated financial statements.

COMPANY NAME	TOTAL PARTICIPATION % (Indirect)
J/V MAIN ARROGATION CANAL D 1	75.00%
J/V ΑKTOR, ΑΕGΕΚ, ΕΚΤΕR, TERNA AIRPORT INSTAL. SPATA	20.00%
J/V FRAGMATOS PRAMORITSA	33.33%
J/V AVAX SA – TERNA SA – EFKLEIDIS	35.00%
J/V AVAX-VIOTER-TERNA (OLYMPIC VILLAGE CONSTRUCTION)	37.50%
J/V TERNA-MOCHLOS-AKTOR TUNNEL KIATO-AIGIO	35.00%
J/V AVAX-TERNA-AKTOR PLATANOS TUNNEL	33.33%

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

401

COMPANY NAME	TOTAL PARTICIPATION % (Indirect)
J/V ALPINE MAYREDER BAU GmbH-TERNA SA (PARAD. TSAKONA RING ROAD)	49.00%
J/V TERNA SA-NEON STAR SA-RAMA (OPAP 1)	51.00%
J/V AKTOR ATE-J&P AVAX - TERNA SA (Koromilia-Kristalopigi project)	33.33%
J/V EBEDOS-PANTECHNIKI-ENERGY	50.10%
J/V TERNA-Al OMAIER	60.00%
TERNA ENERGY AVETE AND SIA LP	26.94%

Moreover, given that the consolidation has nullified the value of the associate, presented below, it has no effect on the Group’s financial statements.

ATTIKAT T.S.A.	Greece	22.15	0.00	22.15	Equity

5.3Changes in the Group structure within the Year 2025

During the financial year of 2025 the following changes were made in the structure of the Group compared to the year 2024:

-On 18.01.2025, the holding company TERNA INFRASTRUCTURE USA INC. was established. TERNA sub-group owns 100% of the above subsidiary.

-On 22.01.2025, 100% of the share capital of the subsidiary KASSIOPI REAL ESTATE S.A., which was active in the Operating Segment of Real Estate, was sold. The consideration of the sale amounted to 4,600.

-On 28.01.2025, the JV TERNA-AKTOR EGNATIA TOLL STATIONS was established with the purpose of managing the tolls of Egnatia Motorway. TERNA sub-group holds 50% of the above joint venture.

-On 28.01.2025, the JV TERNA-REDEX (Design and construction of a parking building at AIA) was established with the purpose of constructing a technical project. TERNA sub-group holds 50% of the above joint venture.

-On 26.03.2025, the construction company under the name JV AVAX S.A.-TERNA S.A.-AKTOR ATE-INTRAKAT (Temenos) was liquidated without generating a significant impact on the Group's financial results. TERNA sub-group held 25% of the above joint venture.

-On 02.05.2025, the company under the name DIKTAION CONCESSIONS S.M.S.A. was established with the purpose of designing – constructing – financing – operating – maintaining and managing the NORTHERN ROAD AXIS OF CRETE (NRAC) concerning the section CHANIA – HERAKLION. The Company on 31.12.2025 participates with 100% in the above subsidiary.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

402

-On 02.05.2025, the company under the name DIKTAION OPERATION S.M.S.A. was established with the purpose of operating and maintaining the NORTHERN ROAD AXIS OF CRETE (NRAC) concerning the section CHANIA – HERAKLION. The Company on 31.12.2025 participates 100% in the above subsidiary.

-On 06.05.2025, the JV TERNA SA METKA SA WATERCOURSES was established, with the purpose of constructing a technical project. TERNA sub-group holds 50% of the above joint venture.

-On 06.05.2025, the JV AKTOR GROUP-TERNA SA-NORTH SOLAR 1 was established, with the purpose of constructing a technical project. TERNA sub-group holds 50% of the above joint venture.

-On 07.05.2025, the JV TERNA SA AKTOR GROUP NORTH SOLAR was established, with the purpose of constructing a technical project. TERNA sub-group holds 50% of the above joint venture.

-On 04.06.2025, the company under the name GMR TERNA COMMERCIAL S.A. was established with the purpose of developing and managing Non-Aviation activities of the New International Airport of Heraklion Crete. The Company participates indirectly through GEK TERNA KASTELI S.M.S.A. with 40% in the share capital of the above joint venture.

-On 06.06.2025, the Company sold 10% of its investment in the subsidiary company under the name NEA ATTIKI ODOS CONCESSION S.A. to LATSCO DIRECT INVESTMENTS CYPRUS LIMITED. Specifically, the Company received an amount of 77,247 for the sale of its participation in the above subsidiary with an acquisition cost of 49,706 and of the bonds amounting to 18,423. The total capital gain that resulted, amounting to 9,118, was recorded in the account "Profit/(Losses) from sale of participations and securities" in the Company's Statement of Comprehensive Income.

-On 10.07.2025, the subsidiary SUSTAINABLE ENERGY SOLUTIONS S.M.S.A. acquired 60% of the share capital of the joint venture SOLAR ENERGY GROUP EUROPE LLC, based in Kosovo, with the purpose of constructing a photovoltaic park and battery storage systems for electricity.

-On 18.07.2025, the construction joint venture J/V AVAX-TERNA INTRAKAT-MYTILINAIOS (Construction of an artificial barrier on the Greek-Turkish Evros border) was liquidated without significant impact on the Group’s results. TERNA sub-group held 25% of the above joint venture.

-On 25.07.2025, the company ARCADIA PLASTIC RECYCLING S.M.S.A. was established, with its purpose being the operation of an owned plastic recycling plant.

-On 25.07.2025, the company ARDEFTIKI LASITHIOU S.M.S.A. was established, with the scope of a PPP contract for the design, construction and operation of irrigation system infrastructure works, wastewater treatment units and pumping stations.

-On 25.07.2025, the company ARDEFTIKI NESTOU S.M.S.A. was established, with the scope of a PPP contract for the design, construction and operation of irrigation system infrastructure works, wastewater treatment units and pumping stations.

-On 30.09.2025, the joint venture J/V THALIS-P&C DEVELOPMENT–MESOGEIOS (MEA LARISAS) was established, with the purpose of constructing of a technical project. The TERNA sub-group holds a 33.33% of the above joint venture.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

403

-On 30.09.2025, the subsidiary SUSTAINABLE ENERGY SOLUTIONS S.M.S.A. acquired 100% of the share capital of TOTAL ENERGY SOLAR SRL, based in Romania, with the purpose of constructing a photovoltaic park and battery storage systems for electricity. The purchase consideration amounted to 6,074, of which 5,474 was paid by 31.12.2025.

-On 07.10.2025, the subsidiary OPTIMUS ENERGY S.A. acquired 100% of the share capital of BLUE BESS MIKE, with the purpose of providing electricity storage services. The purchase consideration amounted to 508, of which 8 was paid by 31.12.2025.

-On 24.10.2025, the subsidiary OPTIMUS ENERGY S.A. acquired 100% of the share capital of NXA ENERGEIAKI SINGLE MEMBER P.C., with the purpose of providing electricity storage services. The purchase consideration amounted to 1,000, of which 50 was paid by 31.12.2025.

-On 03.11.2025, the joint venture TERNA – TERNA ASSET MANAGEMENT (OSE Digital Transformation) was established, with the purpose of constructing a technical project. The Group holds 100% of this joint venture.

-On 15.11.2025, 100% of the shares of ERGA YPODOMIS EVRYZONIKOTITAS S.M.S.A. were sold to OTE S.A. The purchase consideration amounted to 8,602. As a result of this transaction, the Group lost control of the subsidiary.

-On 18.11.2025, the subsidiary GEK TERNA URBAN SERVICES S.M.S.A. acquired 55% of the share capital of the joint venture GRESCIA S.M.S.A, with the purpose of storing electricity in batteries. The purchase consideration amounted to 2,500, of which 2,000 was paid by 31.12.2025.

-On 25.11.2025, the company SENS PULSE S.M.S.A. was established, with the purpose of providing e-mobility services and interoperability of electric vehicle charging infrastructure.

-On 25.11.2025, the company RESERVE ENERGY POWER S.M.S.A. was established, with the purpose of providing electricity storage services.

-During the fourth quarter, the JV AKTOR–AVAX–TERNA (Koromilia–Krystallopigi Project), whose scope involved the construction of a technical project, completed its works and was therefore reclassified outside the Group Structure, under construction joint ventures not consolidated.

-On 05.12.2025, the General Assembly minutes approving the liquidation closing balance sheet of HELLENIC NICKEL S.A. were published in GEMI. Following that date, the joint venture was liquidated, without any material impact on the Group’s results.

-On 19.12.2025, the J/V TERNA ENERGY ASSET MANAGEMENT - MESOGEIOS (MEA KERKYRAS) was established, with the purpose of constructing a technical project. The Group holds 50% of this joint venture.

-On 19.12.2025, a 15% of the shares of NEA EGNATIA ODOS CONCESSION S.A. were acquired from EGIS PROJECTS SAS for a total amount of 12,958, of which 1,875 had been paid by 31.12.2025, while the remaining amount was settled in January 2026. Following the transaction, the Company’s total shareholding increased to 90%.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

404

6OPERATING SEGMENTS

An operating segment is a component of an economic entity: a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses that concern transactions with other components of the same economic entity) and b) whose operating results are regularly reviewed by the chief operating decision maker of the entity to make decisions about resources to be allocated to the segment and assess of its performance.

The term “chief operating decision maker” defines the Board of Directors that is responsible for the allocation of resources and the assessment of the operating segments.

The Group presents separately the information on each operating segment that fulfils certain criteria of characteristics and exceeds certain quantitative limits.

The amount of each element of the segment is that presented to the “Chief operating decision maker” with regard to allocation of resources to the segment and evaluation of its performance.

The above information is presented in the attached statements of financial position, total comprehensive income and cash flows according to IFRS.

The Group recognizes the following operating reporting segments, whereas if less significant other segments exist are consolidated in the participations category (other segments). Transactions between the operating segments are carried out at purchase prices similar to the prices applied in transactions with third parties.

Constructions: refers, almost exclusively, to contracts for the construction of technical projects.

Electricity from thermal energy and HP trading: refers to the electricity production using natural gas as

fuel, trading of electric energy and natural gas.

Real estate: refers to purchase, development, and management of real estate as well as to investments

for value added from an increase of their price.

Mining/Industry refers to the production of quarry products and the exploitation of magnesite

quarries.

Concessions: concerns the construction and operation of infrastructure (e.g. motorways, airports),

other public interest projects (Unified Automatic Collection System and municipal waste treatment plant) and other facilities (e.g., car stations, etc.) in exchange for their long-term exploitation in relation to the services offered to the public.

Holdings: refers to the supporting operation of all of the segments of the Group.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

405

Operational segments 31.12.2025	Constructions	Electricity from RES	Electricity from thermal energy and HP/NG trading	Real Estate	Mining / Industry	Concessions	Holdings	Eliminations on consolidation	Total

Revenue from external customers	1,641,241	0	1,639,910	5,559	26,104	537,938	4,616	0	3,855,368
Inter-segmental turnover	46,722	0	16,151	380	0	4,055	10,235	(77,543)	0
Revenue	1,687,963	0	1,656,061	5,939	26,104	541,993	14,851	(77,543)	3,855,368
Cost of sales	(1,496,659)	0	(1,579,649)	(5,401)	(19,699)	(370,754)	(7,506)	58,458	(3,421,210)
Gross profit/(loss)	191,304	0	76,412	538	6,405	171,239	7,345	(19,085)	434,158
Administrative and distribution expenses	(37,532)	0	(38,125)	(580)	(5,099)	(20,015)	(29,409)	13,137	(117,623)
Research and development expenses	(1,081)	0	(15)	0	(208)	(29)	(1,897)	0	(3,230)
Other income/(expenses) and other gains / (losses) attributable to EΒΙΤ	371	0	(16,297)	973	4,591	(1,634)	(86)	1,180	(10,902)
Results (EBIT)	153,062	0	21,975	931	5,689	149,561	(24,047)	(4,768)	302,403
Other income/(expenses) and other gains / (losses) not attributable to EΒΙΤ	(831)	0	(188)	96	(3,564)	(204)	2	0	(4,689)
Results before taxes, financing and investing activities	152,231	0	21,787	1,027	2,125	149,357	(24,045)	(4,768)	297,714
Financial income	1,596	0	4,467	50	0	44,782	35,967	(20,246)	66,616
Financial expenses	(11,561)	0	(14,105)	(113)	(523)	(192,307)	(35,378)	20,246	(233,741)
Gains / (Losses) from financial instruments measured at fair value	(933)	0	369	0	0	(5,008)	0	0	(5,572)
Results from associates and Joint Ventures	3,290	0	2,732	(259)	0	25,761	16	0	31,540
Results from participations and securities	1,615	0	0	0	0	0	24,730	0	26,345
Earnings/(Losses) before taxes	146,238	0	15,250	705	1,602	22,585	1,290	(4,768)	182,902
Income tax	(39,499)	0	(2,092)	11	(2,159)	2,768	(5,332)	0	(46,303)
Net Earnings/(losses) after taxes	106,739	0	13,158	716	(557)	25,353	(4,042)	(4,768)	136,599

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

406

Operational segments 31.12.2025	Constructions	Electricity from RES	Electricity from thermal energy and HP/NG trading	Real Estate	Mining / Industry	Concessions	Holdings	Eliminations on consolidation	Total

Assets	1,387,044	0	972,268	109,882	58,243	6,041,543	960,571	8,068	9,537,619
Investments in associates	0	0	0	7,033	0	125,946	18	0	132,997
Investments in joint ventures	27,381	0	17,098	6,789	2,716	160,172	45,328	0	259,484
Total Assets	1,414,425	0	989,366	123,704	60,959	6,327,661	1,005,917	8,068	9,930,100


Liabilities	1,024,478	0	738,367	87,990	189,598	5,725,764	121,038	(4,941)	7,882,294


Loans	107,982	0	300,021	70,389	124,339	5,389,367	97,614	0	6,089,712
Less: Cash and Cash Equivalents	328,009	0	134,268	4,642	6,059	366,849	853,634	0	1,693,461
Less: Blocked bank deposit accounts	5,084	0	7,902	0	47	65,631	20,803	0	99,467
Adjusted Net Debt / (Surplus)	(225,111)	0	157,851	65,747	118,233	4,956,887	(776,823)	0	4,296,784

Capital expenditure for the period 31.12.2025	6,775	0	11,322	1,066	6,549	1,324,849	3	(4,405)	1,346,159

During the year ended 31 December 2025, an amount of 367.2 mn euros (9.5%) (compared to 360.9 mn euros (11,1%) in the year ended 31 December 2024) of the Group's turnover comes from an external customer of the Electricity segment from thermal energy and HP/NG trading (Customer).

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

407

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

Revenue from external customers	1,221,254	0	1,661,185	4,645	24,296	337,483	998	0	3,249,861
Inter-segmental turnover	100,208	0	18,092	0	0	411	3,308	(122,019)	0
Revenue	1,321,462	0	1,679,277	4,645	24,296	337,894	4,306	(122,019)	3,249,861
Cost of sales	(1,189,354)	0	(1,582,183)	(4,938)	(20,161)	(216,910)	(4,686)	105,523	(2,912,709)
Gross profit/(loss)	132,108	0	97,094	(293)	4,135	120,984	(380)	(16,496)	337,152
Administrative and distribution expenses	(29,353)	0	(32,698)	(632)	(5,090)	(13,938)	(31,717)	3,028	(110,400)
Research and development expenses	(1,481)	0	0	0	(306)	0	(5,104)	0	(6,891)
Other income/(expenses) and other gains / (losses) attributable to EΒΙΤ	(1,213)	0	(10,673)	4,698	(9,213)	(10,147)	281	383	(25,884)
Results (EBIT) from continuing operations	100,061	0	53,723	3,773	(10,474)	96,899	(36,920)	(13,085)	193,977
Other income/(expenses) and other gains / (losses) not attributable to EΒΙΤ	(115)	0	529	297	(45,392)	(82)	371	0	(44,392)
Results before taxes, financing and investing activities from continuing operations	99,946	0	54,252	4,070	(55,866)	96,817	(36,549)	(13,085)	149,585
Financial income	2,500	0	3,723	100	(84)	33,450	26,302	(12,254)	53,737
Financial expenses	(15,805)	0	(12,686)	(234)	(2,065)	(98,199)	(36,035)	12,537	(152,487)
Gains / (Losses) from financial instruments measured at fair value	933	0	-9,137	0	0	(1,591)	0	0	(9,795)
Results from associates and Joint Ventures	2,193	0	202	(314)	0	1,623	(4)	0	3,700
Results from participations and securities	1,109	0	0	(1,433)	0	0	8,669	0	8,345

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

408

Operational segments 31.12.2024	Constructions	Electricity from RES	Electricity from thermal energy and HP/NG trading	Real Estate	Mining / Industry	Concessions	Holdings	Eliminations on consolidation	Total
Earnings/(Losses) before taxes from continuing operations	90,876	0	36,354	2,189	(58,015)	32,100	(37,617)	(12,802)	53,085
Income tax	(30,596)	0	(9,594)	(591)	(156)	6,321	(783)	0	(35,399)
Net Earnings/(losses) after taxes from continuing operations	60,280	0	26,760	1,598	(58,171)	38,421	(38,400)	(12,802)	17,686

Discontinued operations
Net Earnings/(losses) after taxes from discontinued operations	5,811	77,901	0	0	0	0	742,489	5,521	831,722
Net Earnings/(losses) after taxes from continuing and discontinued operations	66,091	77,901	26,760	1,598	(58,171)	38,421	704,089	(7,281)	849,408

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

409

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

Assets	1,276,248	0	983,885	118,207	46,962	4,730,568	860,043	12,852	8,028,765
Investments in associates	0	0	0	4,961	0	120,752	952	0	126,665
Investments in joint ventures	24,832	0	12,368	6,756	2,716	140,218	44,483	0	231,373
Total Assets	1,301,080	0	996,253	129,924	49,678	4,991,538	905,478	12,852	8,386,803

Total Assets held for sale	0	0	0	4,601	0	0	0	0	4,601
Total Assets	1,301,080	0	996,253	134,525	49,678	4,991,538	905,478	12,852	8,391,404

Liabilities	1,001,044	(0)	630,816	99,241	177,341	4,528,548	187,117	(4,925)	6,619,182

Liabilities included in non-current assets held for sale	0	0	0	1	0	0	0	0	1
Total Liabilities	1,001,044	(0)	630,816	99,242	177,341	4,528,548	187,117	(4,925)	6,619,183

Loans	180,365	0	193,295	92,210	121,446	4,240,507	38,753	0	4,866,576
Less: Cash and Cash Equivalents	309,210	0	75,489	10,054	847	329,206	792,639	0	1,517,445
Less: Blocked bank deposit accounts	3,957	0	4,082	0	58	56,983	25,557	0	90,637
Adjusted Net Debt / (Surplus)	(132,802)	0	113,724	82,156	120,541	3,854,318	(779,443)	0	3,258,494
Net debt / (surplus) elements held for sale
Cash and Cash Equivalents	0	0	0	2	0	0	0	0	2
Net debt / (surplus) elements held for sale	0	0	0	(2)	0	0	0	0	(2)

Capital expenditure for the period 1.1-31.12.2024	40,496	0	6,695	1,857	7,717	3,310,321	46	(537)	3,366,595

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

410

* The figures of the Group for the comparative period 31.12.2024 were adjusted due to the finalization of the PPA of the acquired companies (see Note 7.1).

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

411

Geographical segments 31.12.2025	Greece	Balkans	Other regions	Consolidated total
Turnover from external customers	3,552,719	282,974	19,675	3,855,368

Non-current Assets (excl. deferred tax assets and financial assets)	5,842,261	10,314	246	5,852,821

Capital expenditure	1,345,896	262	2	1,346,160

Geographical segments 31.12.2024*	Greece	Balkans	Other regions	Consolidated total
Turnover from external customers	3,022,090	209,944	17,827	3,249,861

Non-current Assets (excl. deferred tax assets and financial assets)	4,635,580	4,724	413	4,640,717

Capital expenditure	3,366,157	433	5	3,366,595

* The figures of the Group for the comparative period 31.12.2024 were adjusted due to the finalization of the PPA of the acquired companies (see Note 7.1).

7SIGNIFICANT CHANGES IN THE GROUP’S STRUCTURE

7.1 Obtaining control in subsidiaries - Finalization of Fair Values

A)Acquisition of 100% of the shares of P. & C. Development S.A.

On 25.01.2024, the subsidiary TERNA S.A. signed a Preliminary Share Transfer Agreement, with an advance payment of 7,500 out of the total price of 30,000, for the acquisition of 100% of the shares in the P & C DEVELOPMENT S.A., related to its construction business, subject to the approval of the said 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 consideration of 30,000 was fully paid. As of this date, P & C DEVELOPMENT became a subsidiary of TERNA S.A. As a result, from 24.10.2024 onwards, the company has been fully consolidated into the consolidated financial statements of GEK TERNA Group. Furthermore, in accordance with IFRS 3 "Business Combinations", on the date of obtaining control, the TERNA Sub-Group provisionally measured the existing acquired assets and assumed liabilities at fair value, which corresponds to their book value. It should further be noted that for the above transaction, there is a potential consideration which depends on the future profitability of specific projects. The final determination of this consideration was completed during the financial year 2025, at which point the determination of fair values was also finalized. No adjustment arose to the amount of contingent consideration initially recognized.

Acquired Assets and Assumed Liabilities

The fair values of the acquired assets and assumed liabilities in October 2024 are as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

412

	Fair values as at the date of obtaining control 24.10.2024
ASSETS
Intangible fixed assets	14,627
Right of use assets	315
Tangible fixed assets	202
Other long-term assets	50
Deferred Tax Assets	11
Trade receivables	15,504
Receivables from contracts with customers	20,240
Prepayments and other receivables	9,888
Income tax receivables	1,080
Cash and cash equivalents	4,060
Total assets	65,977
LIABILITIES
Long-term loans	3,188
Liabilities from leases	168
Provisions for staff leaving indemnities	9
Other provisions	576
Deferred tax liabilities	5,688
Suppliers	12,517
Short-term loans	2,194
Long term liabilities payable during the next financial year	750
Short-term part liabilities from leases	156
Liabilities from contracts with customers	16,624
Accrued and other short term liabilities	10,362
Income tax payable	10
Total liabilities	52,242
Net assets	13,735

The Group has exercised the option provided by IFRS 3 "Business Combinations" to finalize these figures within 12 months from the date of obtaining control. The above table presents the finalized fair values of the acquired assets and assumed liabilities as of the date control was obtained. The valuation of the acquired business, as well as the Purchase Price Allocation was performed by an independent expert on behalf of the Group. As a result of the valuation, the Group recognized an intangible asset in the account “Intangible Assets” amounting to 14,627, after the corresponding deferred tax, relating to the contractual backlog at the acquisition date.

Following the above, the calculation of the final goodwill arising from the transaction, which is included in the line item of the same name in the consolidated Statement of Financial Position, is presented as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

413

Acquisition Cost for the 100% of shares	30,000
Minus: Net assets at the acquisition date	(13,735)
Total Goodwill	16,265

Therefore, upon completion of the measurement process and as a result of the finalization of the fair values and the purchase price allocation, the initially recognized temporary Goodwill of 27,675 was derecognized, the fair value of the net acquired assets amounted to 11,410 and the remaining amount of 16,265 was recognized as final Goodwill (see note 8).

In accordance with the recognition and measurement principles set out in IFRS 3 – Business Combinations and IAS 38 – Intangible Assets, the identified intangible asset relates to the contractual backlog of the acquired company, representing the backlog of contractually agreed projects under existing construction contracts in force at the acquisition date (the “Contractual Backlog”).

The Contractual Backlog was valued using the Income Approach, specifically by determining the asset’s value as the present value of future profits attributable solely to it, after deducting the required returns on all contributing assets involved in generating those profits. A discount rate corresponding to the Cost of Equity, calculated at 13.9%, was applied.

It is noted that the amount of the recognized goodwill relates mainly to the company’s 6th‑class contractor’s license, which, in combination with the Group’s other contractor licenses, creates significant synergies. Through this, the undertaking and execution of new infrastructure projects planned for the near future in Greece is expected, thereby enhancing the Group’s ability to participate in major investments.

In addition, the acquisition has strengthened the Group’s management team with experienced construction sector professionals, whose expertise and knowledge are expected to contribute to the execution of the Group’s construction backlog.

B) Acquisition of 62.5% of the shares of C & M ENGINEERING S.A.

On 07.08.2024, the subsidiary TERNA signed: a) A final share purchase agreement for 62.5% of the shares in C&M TECHNIKI S.A. (trade name: C&M ENGINEERING) for a total price of 4,688, payable in three installments, b) A preliminary agreement for the purchase of the remaining 37.5% of the shares, with completion set for 31.12.2028 and the price tied to the company’s profitability. As a result of the above, from 07.08.2024 onwards, this company is fully consolidated into the consolidated financial statements of GEK TERNA Group. Furthermore, in accordance with the requirements of IFRS 3 "Business Combinations", as of the date of obtaining control, the TERNA Sub-Group provisionally measured the acquired assets and assumed liabilities at fair value, which coincided with the book value.

Acquired assets and assumed liabilities

The fair values of the acquired assets and assumed liabilities in August 2024 are as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

414

	Fair values as at the date of obtaining control 07.08.2024
ASSETS
Intangible fixed assets	2
Right of use assets	133
Tangible fixed assets	36
Other long-term assets	16
Trade receivables	2,029
Receivables from contracts with customers	939
Prepayments and other receivables	288
Income tax receivables	19
Cash and cash equivalents	936
Total assets	4,398
LIABILITIES
Liabilities from leases	45
Provisions for staff leaving indemnities	56
Deferred tax liabilities	1
Suppliers	207
Short-term part liabilities from leases	75
Liabilities from contracts with customers	283
Accrued and other short term liabilities	2,308
Income tax payable	273
Total liabilities	3,248
Net assets	1,150

The Group has exercised the option provided by IFRS 3 "Business Combinations" to finalize these figures within 12 months from the date of obtaining control. The above table presents the finalized fair values of the acquired assets and assumed liabilities as of the date control was obtained. The valuation of the acquired business, as well as the Purchase Price Allocation, was performed by an independent expert on behalf of the Company. Following the completion of the valuation, no assets were recognized by the Group.

Following the above, the calculation of the final goodwill arising from the transaction, which is included in the corresponding line item of the Consolidated Statement of Financial Position, is as follows:

Net assets at the acquisition date (100%)	1,150
Minus: Minority interest at the acquisition date (37,5%)	(431)
Net assets at the acquisition date (62,5%)	719

Acquisition Cost for the 62,5% of shares	4,688
Minus: Net assets at the acquisition date	(719)
Total Goodwill	3,969

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

415

During 2025, an amount of 1,406 was paid as part of the settlement of the transaction price, which, following this payment, was fully repaid.

It is noted that the amount of the recognized goodwill relates to the acquisition of a design and engineering company with extensive experience across all design disciplines, staffed with capable and highly experienced professionals. These executives, through their knowledge and expertise, are expected to contribute to the execution of the projects that comprise the Group’s construction backlog.

By leveraging the experience of these professionals, the Group is expected to strengthen its ability to undertake more complex design and construction projects within the major infrastructure and other investments planned in Greece for the coming period.

C) Acquisition of an additional 55% of the shares of SARISA SUBCONCESSION S.A.

On 19.12.2024, GEK TERNA S.A. acquired 55% of the shares in SARISA SUBCONCESSION S.A., a company that, through a Public-Private Partnership (PPP) contract, holds the rights to use, operate, maintain and exploit a multifunctional terminal within the "Philip II" port in Kavala. The acquisition followed the signing of the PPP agreement with the State on 23.11.2024, implementing the agreement dated 18.11.2022, for the acquisition of 25% of the shares in SARISA SUBCONCESSION S.A. and the agreement dated 21.12.2022 for an option to purchase 30% of the said company. The acquisition took place following the signing of the Partnership agreement with the State on 23.11.2024 and implemented the agreement dated 18.11.2022 for the acquisition of 25% of the shares of SARISA SUBCONCESSION S.A. and the agreement dated 21.12.2022 for the option to purchase 30% of the said company. As a result of this transaction, the Company's final participation in SARISA SUBCONCESSION S.A. reached 90% and control was obtained, therefore from 18.12.2024 and from this point on, the said company is fully consolidated in the consolidated financial statements of the GEK TERNA Group. Furthermore, in accordance with the requirements of IFRS 3 "Business Combinations," as of the obtaining control date, the TERNA Sub-Group provisionally measured the acquired assets and assumed liabilities at fair value, which matches their book value.

Acquired assets and assumed liabilities

The fair values of the acquired assets and assumed liabilities in December 2024 are as follows:

	Fair values as at the date of obtaining control 19.12.2024
ASSETS
Intangible fixed assets	10,835
Prepayments and other receivables	39
Income tax receivables	12
Cash and cash equivalents	2,186
Total assets	13,072
LIABILITIES
Suppliers	13
Total liabilities	13
Net assets	13,059

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

416

The Group has exercised the option provided by IFRS 3 "Business Combinations" to finalize these figures within 12 months from the date of obtaining control. The above table presents the finalized fair values of the acquired assets and assumed liabilities as of the date control was obtained. The valuation of the acquired business, as well as Purchase Price Allocation, was performed using internal estimates. As a result of the valuation, the Group recognized an intangible asset in the account “Intangible Assets” amounting to 10,835 which relates to the contractual right to operate the port as of the acquisition date.

Following the above, the calculation of the final goodwill arising from the transaction, which is included in the corresponding line item of the consolidated Statement of Financial Position, is as follows:


Acquisition Cost for the 55% of shares	12,278
Plus: Value of previously held percentage (35%)	781
Minus: Net assets at the acquisition date	(13,059)
Total Goodwill	0

Therefore, upon completion of the measurement process and as a result of the finalization of the fair values and the purchase price allocation, the initially recognized temporary Goodwill of 10,835 was derecognized and the fair value of the net acquired assets amounted to 10,835 (see note 8).

In accordance with the recognition and measurement principles set out in IFRS 3 – Business Combinations and IAS 38 – Intangible Assets, the identified intangible asset relates to the right to operate the port for 40 years. The asset was valued using the Income Approach, specifically by determining its value as the present value of the investment’s future free cash flows.

7.2 Acquisition of assets that do not constitute a business under IFRS 3

During the second half of 2025, the Group, through its subsidiaries, acquired 100% of TOTAL ENERGY SOLAR SRL, engaged in the construction of a photovoltaic park and battery systems for energy storage and 100% of BLUE BESS SINGLE MEMBER P.C. and NXA ENERGEIAKI SINGLE MEMBER P.C., engaged in energy storage services. Upon assessment of the requirements of IFRS 3, it was determined that the acquired assets and assumed liabilities of these companies do not constitute a “business” as defined under IFRS 3 and therefore, are not within the scope of that Standard. Consequently, these transactions are accounted for as asset acquisitions. The accounting policy for recognizing the transaction is described in Note 4.3 of the Annual Consolidated and Separate Financial Statements as of 31.12.2025. The acquisition cost was allocated to the individual identifiable assets and liabilities based on their respective fair values at the acquisition date and no goodwill arises from this type of transaction.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

417

	Accounting values as at the date of obtaining control 07.10.2025 of the subsidiary company BLUE BESS SINGLE MEMBER P.C.	Accounting values as at the date of obtaining control 24.10.2025 of the subsidiary company NXA ENERGEIAKI SINGLE MEMBER P.C.	Accounting values as at the date of obtaining control 30.09.2025 of the subsidiary company TOTAL ENERGY SOLAR SRL
ASSETS
Intangible fixed assets	508	985	0
Tangible fixed assets	0	0	5,944
Prepayments and other receivables	1	14	130
Cash and cash equivalents	0	2	0
Total assets	509	1,001	6,074
LIABILITIES
Total liabilities	0	0	0
Net assets	509	1,001	6,074

Analysis of outflows as at the date of obtaining control:
Cash paid as of December 31st, 2025 (a)	8	50	5,474
Minus: Cash received (b)	0	(2)	0
Total cash outflows/(inflows) as of December 31st, 2025 (a) - (b)	8	48	5,474

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

418

8INTANGIBLE ASSETS AND GOODWILL

8.1 Intangible assets

Group’s intangible assets presented in the attached financial statements and their movement for the periods from 1 January to 31 December 2025 and 2024, are analyzed as follows:

	GROUP
	Concessions and other Rights	Clientele	Brand name HERON	Software	Development Costs	Other	Total
Acquisition Value
1st January2025*	4,395,307	58,333	5,099	21,845	29,963	104,335	4,614,882
Additions	1,313,573	0	0	3,194	2,330	5,124	1,324,221
Addition due to acquisition of entities (see Note 7.2)	0	0	0	0	0	1,492	1,492
Sales	0	0	0	(41)	0	0	(41)
Write offs	(240)	0	0	(2)	0	0	(242)
Transfers	(68,728)	0	0	99	598	(424)	(68,455)
Foreign exchange differences	0	0	0	(26)	0	0	(26)
31st December 2025	5,639,912	58,333	5,099	25,069	32,891	110,527	5,871,831

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

419

	GROUP
	Concessions and other Rights	Clientele	Brand name HERON	Software	Development Costs	Other	Total

Accumulated amortization and impairments
1st January 2025	(583,092)	(27,994)	0	(16,886)	(20,917)	(88,021)	(736,910)
Amortization	(145,071)	(30,339)	0	(2,011)	(568)	(2,032)	(180,021)
Sales	0	0	0	41	0	0	41
Write offs	0	0	0	2	0	0	2
Impairments	0	0	0	0	(3,425)	0	(3,425)
Transfers	1,340	0	0	0	0	0	1,340
Foreign exchange differences	0	0	0	27	0	0	27
31st December 2025	(726,823)	(58,333)	0	(18,827)	(24,910)	(90,053)	(918,946)

Net book value
31st December 2025	4,913,089	0	5,099	6,242	7,981	20,474	4,952,885

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

420

Acquisition Value
1st January2024	1,132,042	58,333	5,099	21,575	25,365	88,933	1,331,347
Additions	3,298,587	0	0	2,257	4,101	1,272	3,306,217
Addition due to acquisition of entities	8,209	0	0	335	0	0	8,544
Change due to sale of entities	(84,724)	0	0	(2,173)	0	0	(86,897)
Write offs	0	0	0	(163)	0	0	(163)
Transfers	30,357	0	0	0	497	(497)	30,357
Foreign exchange differences	1	0	0	14	0	0	15
31st December 2024	4,384,472	58,333	5,099	21,845	29,963	89,708	4,589,420
Completion of the PPA for the acquired companies31.12.2024	10,835	0	0	0	0	14,627	25,462
Restated Balances 31st December 2024*	4,395,307	58,333	5,099	21,845	29,963	104,335	4,614,882

Accumulated amortization and impairments
1st January2024	(522,992)	(18,245)	0	(15,876)	(5,086)	(86,917)	(649,116)
Amortization	(65,150)	(9,749)	0	(2,135)	(2,370)	(1,104)	(80,508)
Addition due to acquisition of entity	0	0	0	(334)	0	0	(334)
Change due to sale of entities	16,324	0	0	1,314	0	0	17,638
Write offs	0	0	0	163	0	0	163
Impairments	(3,582)	0	0	(4)	(13,849)	0	(17,435)
Transfers from/(to) assets	(7,692)	0	0	0	388	0	(7,304)
Foreign exchange differences	0	0	0	(14)	0	0	(14)
31st December 2024	(583,092)	(27,994)	0	(16,886)	(20,917)	(88,021)	(736,910)

Net book value

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

421

31st December 2024

3,812,215

30,339

5,099

4,959

9,046

16,314

3,877,972

* The figures of the Group for the comparative period 31.12.2024 were adjusted due to the finalization of the PPA of the acquired companies (see Note 7.1).

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

422

Amortization for years 2025 and 2024 has been recorded in the Cost of sales by 179,349(31.12.2024:78,731), in Administrative and distribution expenses by 512 (31.12.2024:503), in Research and development expenses by 71 (31.12.2024:125), in Other Income/(expenses) by 46 (31.12.2024:44) and in Inventory by 42 (31.12.2024:0).

The intangible assets of the Company, with a net book value of 379 (31.12.2024:393), concern software with an acquisition value of 1,426 (31.12.2024:1,277) and accumulated amortization of 1,047 (31.12.2024:884). The amortization of year 2025 amounting to 26 (31.12.2024:32), has been recorded in the Administrative and distribution expenses and in the Cost of sales by 137 (31.12.2024: 119)

The development expenses mainly refer to costs incurred in the Group’s mining activities (magnesium) of the subsidiary TERNA MAG S.A.

The "Impairments" account for the fiscal year 2025 an amount of 3,425 is included, which pertains to the subsidiary company TERNA MAG S.A.

The “Transfers” account includes an unamortized amount of 66,059 which relates to a reclassification from the Right-of-use assets item f the subsidiary NEA ATTIKI ODOS CONCESSION S.A. The amount had initially been recognized as an Intangible Asset in the context of the Concession Agreement, based on the expected cash flows from leases. Given the fact that the above leases were signed within the year 2025, the amount was reclassified to the Right‑of‑Use Assets line item.

In the “Additions” line in the item “Concessions and other rights”, an amount of 1,275,200 is included of the 100% subsidiary company NEA ATTIKI ODOS CONCESSION S.A., which pertains the acquisition of the right to exploit the concession agreement for the financing, construction, operation, maintenance and exploitation of the Egnatia Odos for a period of 35 years, with counterparties being the Greek State and HELLENIC CORPORATION OF ASSETS AND PARTICIPATIONS S.A. (GROWTHFUND). The said intangible concession right represents the right acquired by the subsidiary to charge users of the public‑utility infrastructure (motorway) and has been recognized in accordance with the requirements of IAS 38 “Intangible Assets,” as it was assessed that the acquired right constitutes a separately identifiable intangible asset of the Balance Sheet.

The item "Concessions and other rights" includes mainly rights from concession contracts which amount to 4,912,925 (31.12.2024:3,801,185).

The Group recognized the financial contribution of the State as a deduction to the value of the right recognized under the Concession Arrangements of Motorways, in accordance with the relevant provisions of IFRIC 12 “Service Concession Arrangements”.

In accordance with Article 25 of the Concession Agreement, the subsidiary NEA ODOS S.A. is required to remit to the State any cash amount remaining available after covering the Eligible Project Costs (Additional Liquidity Payments). For 2025, this amount totaled 23,800. This amount was recognized as a partial reimbursement of the Financing and Additional Financing Contribution to the State and is presented under the line item “Additions” within “Concessions and other rights.”

For the construction of the Deferred Section (ATA), the State will pay as a Financial Contribution to the subsidiary CENTRAL GREECE MOTORWAY S.A. a total amount of 283,161 in equal instalments. For the construction of the Deferred Section B (ATB), signed in 2021, the State will pay as much as 442,142 in equal instalments. In the year 2025, the Group through the subsidiary CENTRAL GREECE MOTORWAY

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

423

S.A. received an amount of 64,155 (31.12.2024: 134,279), which concerns the financial contribution of the State, as a subsidy for the construction of the deferred section ATB of the "CENTRAL GREECE MOTORWAY (E65)" which is in the form of a capital subsidy.

Based on the terms of the Concession Arrangement regarding the construction and operation of the Deferred Section A '(southern section E65 - connection of PATHE highway with Xiniada A/C) and the Deferred Section B (A/C Trikala - A/C Grevena and Grevena – Egnatia Section), the project is 100% financed by the State through European resources and no return is provided for the Concessionaire from the operation of these departments. Based on the above and the provisions of IFRIC 12, the Concessionaire does not recognize a profit during construction and the fair value of the concession from construction is equal to zero because the cost of construction services is fully covered by the financial contribution of the Greek State.

The unamortized value of the rights from the concession arrangements amounting to 4,912,925 (31.12.2024:3,801,185) and is analyzed as follows.


COMPANY	CONCESSION	COST 31.12.2025	NET BOOK VALUE 31.12.2025	REMAINING CONCESSION PERIOD	NOTES
NEA ODOS SA	Ionia Odos and PATHE, parts of Athens – Skarfeia and Shimatari - Chalkida	626,682	238,634	12	In operation
CENTRAL GREECE MOTORWAY SA	Central Greece Motorway (Ε-65) and PATHE, part of Skarfeia - Raches	426,820	256,763	12	In operation
HERON CONCESSIONS SA	Car park station in Volos	9,348	1,817	29	In operation
AEIFORIKI EPIRUS MAEES	Waste management in Ioannina	1,801	1,362	18	In operation
PARKING STATION PLATANOU SQ. KIFISIA S.A.	Parking station in Kifisia Square	8,022	2,471	12	In operation
PARKING STATION SAROKOU SQ. CORFU S.A.	Parking station in Corfu	101	0	-	Termination of development
PERIVALLONTIKI PELOPONNISOU MAE	Waste management in Peloponnese	20,170	18,974	23	In operation
NEA ATTIKI ODOS S.M.S.A.	ATTIKI ODOS	3,217,995	3,093,908	24	In operation
NEA ATTIKI ODOS LEITOURGIA S.A.	ATTIKI ODOS	12,000	11,520	24	In operation
SARISA, YPO-PARACHORISI LIMENA KAVALAS FILIPPOS II S.A.	Commercial Port of Kavala “Philippos II”	12,691	12,377	40	In operation
NEA EGNATIA ODOS S.A	EGNATIA ODOS	1,275,200	1,275,099	35	In operation
TOTAL		5,610,830	4,912,925

The rights from concession arrangements on 31.12.2024, are as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

424

COMPANY	CONCESSION	COST 31.12.2024	NET BOOK VALUE 31.12.2024	REMAINING CONCESSION PERIOD	NOTES
NEA ODOS SA	Ionia Odos and PATHE, parts of Athens – Skarfeia and Shimatari - Chalkida	604,211	235,975	13	In operation
CENTRAL GREECE MOTORWAY SA	Central Greece Motorway (Ε-65) and PATHE, part of Skarfeia - Raches	426,820	278,145	13	In operation
HERON CONCESSIONS SA	Tsalapata preserved pottery Center in Volos & Car park station	9,588	2118	5 & 30	In operation
AEIFORIKI EPIRUS MAEES	Waste management in Ioannina	1,801	1,435	19	In operation
PARKING STATION PLATANOU SQ. KIFISIA S.A.	Parking station in Kifisia Square	8,022	2,812	13	In operation
PARKING STATION SAROKOU SQ. CORFU S.A.	Parking station in Corfu	101	0	-	Termination of development
PERIVALLONTIKI PELOPONNISOU MAE	Waste management in Peloponnese	8,735	8,346	24	In operation
NEA ATTIKI ODOS S.M.S.A.	ATTIKI ODOS	3,284,112	3,260,354	25	In operation
NEA ATTIKI ODOS LEITOURGIA S.A.	ATTIKI ODOS	12,000	12,000	25	In operation
TOTAL		4,355,390	3,801,185

Impairment test of intangible assets

For non-amortizable intangible assets, the Group carries out impairment tests at each reporting date. With regard to the amortizable intangible assets, the Group's Management carries out relevant impairment tests in accordance with the requirements of IAS 36, only when and where relevant indications indicate potential need for impairment.

Within the financial year 2025, total impairment losses were recognized on the value of intangible assets amounting to 3,425 (31.12.2024: 17,435) which burdened the Group's consolidated results and have been recognized in the "Other Income/(Expenses)" of the Income Statement of the year (Note 38).

This Amount relates to impairment losses on development expenses and exploitation rights of quarries and magnesite mines of the subsidiary TERNA MAG (Industrial operating segment).

8.2 Goodwill

The movement of goodwill in the consolidated Financial Statements for the year ended 31.12.2025 and 31.12.2024 is as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

425

	Constructions	Electricity from thermal energy and HP/NG trading	Concessions	Total
Net book value at 01.01.2024	2,381	2,978	0	5,359
Addition	31,643	0	10,835	42,478
Net book value at 31.12.2024	34,024	2,978	10,835	47,837
Completion of the PPA for the acquired companies31.12.2024	(11,409)	0	(10,835)	(22,244)
Restated Net book value at 31.12.2024*	22,615	2,978	0	25,593
Net book value at 01.01.2025*	22,615	2,978	0	25,593
Net book value at 31.12.2025	22,615	2,978	0	25,593
Gross book value on 31.12.2025	29,994	3,994	0	33,988
Accumulated impairment losses	(7,379)	(1,016)	0	(8,395)
Net book value at 31.12.2025	22,615	2,978	0	25,593

* The figures of the Group for the comparative period 31.12.2024 were adjusted due to the finalization of the PPA of the acquired companies (see Note 7.1).

The goodwill that has been recognized in the "Construction" operating segment refers to an acquisition made by the Group in previous year. More specifically, the subsidiary company TERNA SA acquired 66.7% of the construction joint venture EUROIONIA and E-65 with an unamortized balance of 2,381, through which it will execute additional major construction project according to existing construction contracts. Within the fiscal year 2025, the fair values were finalized and definitive goodwill was recognized amounting to 3,969 arising from the acquisition of 62.5% of the shares in the subsidiary C & M TECHNIKI S.A. and 16,265 arising from the acquisition of 100% of the shares in the subsidiary P. & C. DEVELOPMENT S.A. (see Note 7.1 for further details).

The goodwill that has been recognized in the operating segment "Electricity from thermal energy sources, electricity trading, and gas" refers to the acquisition of control of OPTIMUS ENERGY S.A. by TERNA ENERGY on 25.10.2021 as a result of the amendment of the shareholders' agreement and the elimination of rights which previously did not allow the exercise of control, in accordance with the requirements of IFRS 10. On 11.11.2022, the then-subsidiary company TERNA ENERGY I.C.S.A. sold all shares of societe anonyme company OPTIMUS ENERGY S.A. which the former previously owned, i.e. 51%, to the other subsidiary company HERON II THERMOELECTRIC STATION VIOTIA S.A. It is noted that within the year 2023, the above company has been absorbed and now exists as HERON ENERGY S.A.

Goodwill Impairment Test

Management reviews goodwill for impairment annually (on December 31) or more frequently if events or changes in circumstances indicate that the carrying amount may have depreciated, in accordance with the accounting practice as described in note 4.5.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

426

The Group reviewed the goodwill for impairment on 31.12.2025 and the key assumptions used to determine the recoverable amount are disclosed below. The audit did not reveal any impairment loss. The recoverable values of cash-generating units are determined according to value in use calculations using appropriate estimates regarding future cash flows and discount rates.

In particular, the goodwill that arises during the consolidation process of subsidiaries resulting from an acquisition has been divided into the following cash flow generation units (CFUs) per operating segment according to the above Table. The goodwill impairment test is carried out at the subsidiary company level.

The recoverable amount of each Cash Flow Generating Unit is determined based on a value‑in‑use calculation. This determination results from the present value of the estimated future cash flows expected to be generated by each Cash Flow Generating Unit, using the discounted cash flow (DCF) method. The cash flows are based on the most recent budgets approved by Management, which cover a specific number of years. Beyond this period, cash flows are estimated by extrapolating the budget‑based projections using a steady or declining growth rate for the following years. This rate does not exceed the long‑term average growth rate of the sectors in which the Group operates. The estimated cash flows are discounted using an appropriate pre‑tax discount rate that reflects current market assessments of the time value of money and the specific risks associated with the Cash Flow Generating Unit. The cash flow projections are based on reasonable and supportable assumptions representing the best information available to Management at the reporting date of the Financial Statements.

The management evaluates the rationality of the underlying assumptions with regard to the projected cash flows by examining the causes of differences between past projected cash flows and currently projected cash flows. Also, the management ensures that the assumptions underlying the currently projected cash flows are consistent with past actual results. From the carried-out impairment test, there was no need for recognition of goodwill impairment losses.

Assumptions used to determine value in use

The Group, in order to determine the recoverable value of each Cash Flow Generating Unit, calculates the value in use, through the method of the present value of the estimated future cash flows. The main assumptions that the Group uses to determine the estimated future cash flows are as follows:

Construction Segment:

Regarding the goodwill for the construction joint ventures EUROIONIA and E-65, the determination value-in-use is based on the following key assumptions as adopted by the Management to determine future cash flows: (a) the projected revenue under the existing construction contracts of two joint ventures, b) the budgeted operating profit margins of construction projects, which are also calculated on the basis of the results of the last years. Estimated future cash flows are determined up to the completion of the construction projects of the joint ventures and have been discounted at a discount rate of 8.4%. Regarding the goodwill arising from the acquisition of the companies P. & C. Development S.A. and C & M Engineering S.A., it was examined for impairment purposes and no need for a relevant adjustment arose. For the impairment test of the goodwill of P. & C. Development S.A., the Cost of Equity was applied as the discount rate, which was calculated at 13.9%.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

427

For the impairment test of the goodwill of C & M Techniki S.A., the Cost of Equity was applied as the discount rate, which was calculated at 10%.

Segment of Electricity from Thermal Energy and trading of HP

The determination of value-in-use is based on significant assumptions not observable in the market. The main estimates and assumptions are related to the evolution of the future income of the company which is expected to be formed based on the estimated representation that the company is expected to achieve in the total estimated electricity production of the country as planned by the National Energy and Climate Plan. The estimated future cash flows have been discounted at a discount rate of 13.0%

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

428

9RIGHT OF USE ASSETS

Right of use assets and changes for the periods 1 January to 31 December 2025 and 2024, presented in the accompanying financial statements, are analyzed as follows:

	GROUP
	Land-Plots-Ports	Buildings and Installations	Technological and mechanical equipment	Vehicles	Other	Total
Acquisition Value
1st January 2025	1,892	26,307	58,945	25,172	771	113,088
Additions	13,857	9,953	21,127	7,609	213	52,759
Transfers	0	67,400	0	0	0	67,400
Termination of contracts	(284)	(3,105)	(1,973)	(1,336)	0	(6,698)
Foreign exchange differences	(14)	(167)	0	0	0	(181)
31st December 2025	15,451	100,388	78,099	31,445	984	226,368

Accumulated amortization and impairments
1st January 2025	(831)	(16,099)	(8,924)	(7,762)	(589)	(34,205)
Amortization	(743)	(8,744)	(8,095)	(5,135)	(37)	(22,754)
Transfers	0	(1,341)	0	0	0	(1,341)
Termination of contracts	124	1,855	1,970	771	0	4,720
Foreign exchange differences	14	123	0	0	0	137
31st December 2025	(1,436)	(24,206)	(15,049)	(12,126)	(626)	(53,443)

Net book value

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

429

	GROUP
	Land-Plots-Ports	Buildings and Installations	Technological and mechanical equipment	Vehicles	Other	Total
31st December 2025	14,015	76,182	63,050	19,319	358	172,925

Acquisition Value
1st January 2024	33,731	25,892	41,234	17,948	1,579	120,385
Additions	4,625	6,159	17,711	8,559	184	37,238
Addition due to acquisition of entity	0	375	0	419	0	794
Change due to sale of entities	(35,218)	(2,183)	0	(211)	0	(37,612)
Termination of contracts	(1,300)	(4,031)	0	(1,544)	(992)	(7,867)
Foreign exchange differences	54	95	0	1	0	150
31st December 2024	1,892	26,307	58,945	25,172	771	113,088

Accumulated amortization and impairments
1st January 2024	(4,404)	(14,425)	(3,629)	(5,108)	(1,216)	(28,782)
Amortization	(1,049)	(5,244)	(5,295)	(3,963)	(277)	(15,828)
Addition due to acquisition of entity	0	(213)	0	(134)	0	(347)
Change due to sale of entities	4,428	648	0	71	0	5,147
Termination of contracts	214	3,201	0	1,372	904	5,691
Foreign exchange differences	(20)	(66)	0	0	0.00	(86)
31st December 2024	(831)	(16,099)	(8,924)	(7,762)	(589)	(34,205)

Net book value

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

430

	GROUP
	Land-Plots-Ports	Buildings and Installations	Technological and mechanical equipment	Vehicles	Other	Total
31st December 2024	1,061	10,208	50,021	17,410	182	78,883

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

431

	COMPANY
	Land-Plots-Ports	Buildings and Installations	Technological and mechanical equipment	Vehicles	Other	Total
Acquisition Value
1st January 2025	0	858	0	1.290	0	2.148
Additions	0	39,834	0	202	0	40,036
Termination of contracts	0	(193)	0	(636)	0	(829)
31st December 2025	0	40,499	0	856	0	41,355

Accumulated amortization and impairments
1st January 2025	0	(548)	0	(331)	0	(879)
Amortization	0	(1,790)	0	(301)	0	(2,091)
Termination of contracts	0	126	0	165	0	291
31st December 2025	0	(2,212)	0	(467)	0	(2,679)

Net book value
31st December 2025	0	38,287	0	389	0	38,676

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

432

	COMPANY
	Land-Plots-Ports	Buildings and Installations	Technological and mechanical equipment	Vehicles	Other	Total
Acquisition Value
1st January 2024	0	531	0	770	0	1,301
Additions	0	327	0	985	0	1,312
Termination of contracts	0	0	0	(465)	0	(465)
31st December 2024	0	858	0	1,290	0	2,148

Accumulated amortization and impairments
1st January 2024	0	(437)	0	(449)	0	(886)
Amortization	0	(111)	0	(300)	0	(411)
Termination of contracts	0	0	0	418	0	418
31st December 2024	0	(548)	0	(331)	0	(879)

Net book value
31st December 2024	0	310	0	959	0	1,269

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

433

The Group's depreciation for the financial year 2025 has been recorded in the cost of sales by 17,867 (31.12.2024:10,484 ), in the administrative and distribution expenses by 3,828 (31.12.2024:3,059), in research and development expenses by 14 (31.12.2024:9) in the other income/(expense) by 1,007 (31.12.2024:744) and in the inventory by 40 (31.12.2024:674).

The Company's depreciation for the financial year 2025 has been recorded in the cost of sales by 1,955 (31.12.2024:279), and in the administrative expenses by 137 (31.12.2024: 132).

The additions of the year mainly concern the commencement of new bank related lease contracts for machineries of the subsidiary company TERNA S.A. which are used in the construction projects carried out by the subsidiary company. Furthermore, the amount of 13,059 added to the account “Land-Plots-Ports” relates to the recognition of a lease by the subsidiary SARISA SUB-CONCESSION S.A. for the right of use of the port of Philippos II of the KAVALA PORT S.A.

On a separate financial statement’s basis, the increase in additions is attributable mainly from the conclusion of new lease agreements within the year 2025 in relation to the subsidiary company NEA ATTIKI ODOS CONCESSION S.A. This transaction had no impact at the Group level.

The Group's “Transfers” account includes an unamortized amount of 66,059 with regard to a reclassification from the Intangible assets account of the subsidiary company NEA ATTIKI ODOS CONCESSION S.A. (see analysis in note 8.1)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

434

10TANGIBLE FIXED ASSETS

The Group's and the Company's tangible fixed assets and their movements for the periods from 1 January to 31 December 2025 and 2024, in the accompanying financial statements, are analyzed as follows:

	GROUP
	Quarries/Land-Plots	Buildings and Facilities	Technological and mechanical equipment	Vehicles	Other	Assets under construction and prepayments for acquisition of fixed asset	Total
Acquisition Value
1st January 2025	20,899	63,667	514,134	51,112	47,156	11,289	708,257
Additions/Changes in advances to suppliers of fixed assets	1,449	257	4,858	1,512	3,771	2,590	14,437
Addition due to acquisition of entities (see Note 7.2)	1	0	0	0	0	5,942	5,943
Sales	0	(1)	(149)	(69)	(430)	(3)	(652)
Write offs	0	(2)	(4,282)	(3)	(53)	0	(4,340)
Transfers	0	433	6,112	53	9	(6,879)	(272)
Foreign exchange differences	0	(30)	(74)	(40)	(47)	(3)	(194)
31st December 2025	22,349	64,324	520,599	52,565	50,406	12,936	723,179

Accumulated amortization and impairments
1st January 2025	(6,357)	(47,074)	(401,452)	(38,732)	(35,696)	(1,083)	(530,393)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

435

	GROUP
	Quarries/Land-Plots	Buildings and Facilities	Technological and mechanical equipment	Vehicles	Other	Assets under construction and prepayments for acquisition of fixed asset	Total
Depreciation	(135)	(1,678)	(22,060)	(2,084)	(3,319)	0	(29,276)
Sales	0	1	145	34	410	0	590
Write offs	0	0	4,280	3	56	0	4,339
Reversal of Impairments	0	81	0	0	0	0	81
Transfers	0	1	0	0	0	0	1
Foreign exchange differences	0	30	74	40	47	0	191
31st December 2025	(6,492)	(48,639)	(419,013)	(40,739)	(38,502)	(1,083)	(554,467)

Net book value
31st December 2025	15,857	15,685	101,586	11,826	11,904	11,853	168,712

Acquisition Value
1st January 2024	29,945	412,063	1,801,217	50,814	49,284	161,753	2,505,076
Additions/Changes in advances to suppliers of fixed assets	457	4,132	7,781	1,903	4,381	55,772	74,426
Addition due to acquisition of entity	0	98	156	64	797	4,586	5,701
Change due to sale of entities	(9,339)	(326,464)	(1,343,895)	(766)	(6,728)	(157,131)	(1,844,323)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

436

	GROUP
	Quarries/Land-Plots	Buildings and Facilities	Technological and mechanical equipment	Vehicles	Other	Assets under construction and prepayments for acquisition of fixed asset	Total
Cost of borrowing	0	0	476	0	0	1,807	2,283
Provisions for restoration	0	0	539	0	0	0	539
Sales	(134)	0	(1,928)	(391)	(568)	(367)	(3,388)
Write offs	(30)	0	(2,504)	(527)	(43)	0	(3,104)
Transfers	0	(26,226)	51,004	0	4	(55,139)	(30,357)
Foreign exchange differences	0	64	1,288	15	29	8	1,404
31st December 2024	20,899	63,667	514,134	51,112	47,156	11,289	708,257

Accumulated depreciations and impairments
1st January 2024	(7,381)	(110,227)	(809,993)	(37,797)	(35,912)	(1,370)	(1,002,679)
Depreciation	(280)	(8,932)	(40,483)	(2,327)	(3,348)	0	(55,370)
Addition due to acquisition of entity	0	(69)	(43)	(56)	(708)	0	(876)
Change due to sale of entities	2,274	66,454	471,545	838	3,876	287	545,274
Sales	0	0	1,504	284	563	0	2,351
Write offs	0	10	2,542	477	40	0	3,069
Impairments	(1,331)	(2,266)	(25,997)	(136)	(178)	0	(29,908)
Reversal of Impairments	361	297	0	0	0	0	658

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

437

	GROUP
	Quarries/Land-Plots	Buildings and Facilities	Technological and mechanical equipment	Vehicles	Other	Assets under construction and prepayments for acquisition of fixed asset	Total
Transfers	0	7,692	87	0	0	0	7,779
Foreign exchange differences	0	(33)	(614)	(15)	(29)	0	(691)
31st December 2024	(6,357)	(47,074)	(401,452)	(38,732)	(35,696)	(1,083)	(530,393)

Net book value
31st December 2024	14,542	16,593	112,682	12,380	11,460	10,206	177,864

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

438

	COMPANY
	Quarries/Land-Plots	Buildings and Facilities	Technological and mechanical equipment	Vehicles	Other	Assets under construction and prepayments for acquisition of fixed asset	Total
Acquisition Value
1st January 2025	3,083	14,317	122	5,611	4,545	2,713	30,391
Additions/Changes in advances to suppliers of fixed assets	0	4	0	88	531	251	874
Sales	0	0	0	(3,291)	(17)	0	(3,308)
31st December 2025	3,083	14,321	122	2,408	5,059	2,964	27,957

Accumulated depreciation and impairments
1st January 2025	0	(8,523)	(53)	(1,291)	(3,355)	0	(13,222)
Depreciation	0	(450)	(16)	(336)	(743)	0	(1,545)
Sales	0	0	0	791	1	0	792
31st December 2025	0	(8,973)	(69)	(836)	(4,097)	0	(13,975)

Net book value

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

439

	COMPANY
	Quarries/Land-Plots	Buildings and Facilities	Technological and mechanical equipment	Vehicles	Other	Assets under construction and prepayments for acquisition of fixed asset	Total
31st December 2025	3,083	5,348	53	1,572	962	2,964	13,982

Acquisition Value
1st January 2024	3,083	13,741	66	4,172	3,686	1.553	26,301
Additions/Changes in advances to suppliers of fixed assets	0	210	56	1,439	859	1,526	4,090
Transfers	0	366	0	0	0	(366)	0
31st December 2024	3,083	14,317	122	5,611	4,545	2,713	30,391

Accumulated depreciation and impairments
1st January 2024	0	(8,093)	(35)	(807)	(2,648)	0	(11,583)
Depreciation	0	(430)	(18)	(484)	(707)	0	(1,639)
31st December 2024	0	(8,523)	(53)	(1,291)	(3,355)	0	(13,222)

Net book value
31st December 2024	3,083	5,794	69	4,320	1,190	2,713	17,169

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

440

The Group, when calculating depreciation, reviews the useful life and residual value of tangible assets at each reporting period, taking into account technological, institutional and economic developments, as well as the experience derived from their exploitation.

On 31.12.2025, the Management estimates that the economic lives of the other depreciable assets represent their expected value in use.

The depreciation of the Group for the year 2025 has been recorded in the Cost of Sales by 27,229 (31.12.2024:24,775), in the Administration and Distribution Expenses by 1,429 (31.12.2024:2,975), in the Research and Development Expenses 53 (31.12.2024:64) and in Other Income / (Expenses) by 553 (31.12.2024:1,031) as well as in Inventories by 13 (31.12.2024:247).

The depreciation charge of the Company is depicted in the total income Statement in the Cost of sales by 1,464 (31.12.2024:1,568) and in the Administration and Distribution Expenses by 81 (31.12.2024:70).

In the Group’s accounts “Additions/Changes in advances to suppliers of fixed assets” and “Depreciation”, a decrease is observed compared to the 2024 comparative period, mainly due to the loss of control of the ‘Electricity from RES segment as of 28.11.2024.

11INVESTMENT PROPERTY

The movement of investment property for the financial years 2025 and 2024, of the Group and the Company is analyzed as follows:

	GROUP		COMPANY
	2025	2024	2025	2024
Balance 1st January	70,039	67,774	7,112	6,656
Additions	565	370	0	0
Fair value adjustments	(221)	1,894	(27)	456
Sales	(953)	0	(550)	0
Foreign exchange differences	(68)	1	0	0
Balance 31st December	69,362	70,039	6,535	7,112

Investment property is measured at fair value according to IAS 40. The Group, as of the reference date December 31, 2025, undertook a revaluation of the fair value of its property portfolio. As a result of the revaluation, a total loss of 221 was recognized (2024:total gain 1,894) in accordance with the reports of independent property valuers (see Note 38).

The following table presents data regarding the key assumptions taken into consideration for the valuation of the investment property on 31.12.2025:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

441

Property	Fair Value 31.12.2025	Method	Market value	Interest rate	Inflation	Return	Cost of development
Palaia Volos -Mall	4,438	Capitalization of revenues with cash flow discounting and replacement cost	5,56-9,46 euro per sqm	8,75%-9,25%	-	6,75% - 7,25%	-
Oropos –Site plot	184	Real estate market	15 euro per sqm	-	-	-	-
Ipiros street (Athens)-transfer right of building factor	140	Real estate market	44 euro per sqm	-	-	-	-
Site plot, Agios Stefanos, Attica	1,773	Real estate market	Sale 762 euro per sqm	-	-	8.50%	-
Monastiriou street, (Thessaloniki) – Site plot	8,011	Exploitation/Real estate market	220-880 euro per sqm	5.58%	-	8.5% and above	4.87–12.00 euros per sq.m.
Lakeside (Ioannina)- Mall	6,003	Capitalization, replacement cost	4.02-6.14 euro per sqm	9,50%-12,00%	-	7,50% - 10,00%	-
Kos - Land	776	Real estate market	4.25 - 26.24 euro per sqm	-	-	-	-
Building and Plot position of Lezides Aliveri Evoia	1,175	Real estate market	Building 169.00 euros/sq.m. & Land 6.30 euros/sq.m.	-	-	-	-
Plot in Posidonia position, Laurio, Attica	13	Real estate market	1.87 euro per sqm	-	-	-	-
Madoudi, (Evoia) – Plots	624	Real estate market	5.50 euro per sqm	-	-	-	-
Argolida plots	36,592	Real estate market	170-600 euro per sqm	5.75%	-	15%	-
Bulgaria-Plots for Logistics (Lom)	427	Real estate market	15.98 euro per sqm	-	-	-	-
Bulgaria-Plots (Batac)	405	Real estate market /Exploitation	6.05 euro per sqm	-	-	-	-
Bulgaria-Plots for Logistics/Bulgaria-Plots (Svilengrad)	149	Real estate market /Exploitation	12.49 euro per sqm	-	-	-	-
Bulgaria-Plots (Samokov)	5,385	Real estate market /Exploitation	34.25-35.45 euro per sqm	-	-	-	-
Bulgaria-Sofia –Plot (Samokov)	448	Real estate market	44.13 euro per sqm	-	-	-	-
Romania-Plot	440	Real estate market	7.00 euro per sqm	-	-	-	-
Romania-Plot	2,380	Real estate market	340 euro per sqm	-	-	-	-

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

442

Property	Fair Value 31.12.2025	Method	Market value	Interest rate	Inflation	Return	Cost of development
	69,362

The relevant data regarding the key assumptions taken into consideration for the valuation of the investment property 31.12.2024, are as follows:

Property	Fair Value 31.12.2024	Method	Market value	Interest rate	Inflation	Return	Cost of development
Port of Thessaloniki - Parking spaces	550	Real estate market	4,400.00 per parking lot	-	-	-	-
Palaia Volos -Mall	4,315	Capitalization of revenues with cash flow discounting and replacement cost	500-750 euro per sqm	12,25%-12,50%	-	9,0% - 10,0%	-
Oropos –Site plot	184	Real estate market	15 euro per sqm	-	-	-	-
Ipiros street (Athens)-transfer right of building factor	140	Real estate market	44 euro per sqm	-	-	-	-
Site plot, Agios Stefanos, Attica	1,923	Real estate market	Sale 300-800 euro per sqm	-	-	-	-
Monastiriou street, (Thessaloniki) – Site plot	7,607	Exploitation	220-880 euro per sqm	6.06%	-	8,5% και άνω	7,65-14,17 ευρώ ανά τ.μ./μηνα
Lakeside (Ioannina)- Mall	5,745	Capitalization, replacement cost, with weight factors 80% and 20% respectively	2 - 10 euro per sqm 300 - 550 euro per sqm for the building and 50-200 euro per sqm for the land	10,00%-12,00%	1.90%	8,00% - 10,00%	-
Kos - Land	740	Real estate market	4.25 - 26.24 euro per sqm	-	-	-	-
Building and Plot position of Lezides Aliveri Evoia	1,150	Real estate market and capitalization of revenues	Building 165.00/sq.m. , plot 5.99 euros/sq.m., building rent 1.69 euros. /sq.m.	12.25%	-	12.25%	-
Plot in Posidonia position, Laurio, Attica	13	Real estate market	1.87 euro per sqm	-	-	-	-
Madoudi, (Evoia) – Plots	624	Real estate market	5.50 euro per sqm	-	-	-	-

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

443

Property	Fair Value 31.12.2024	Method	Market value	Interest rate	Inflation	Return	Cost of development
Argolida plots	36,592	Real estate market	170-600 euro per sqm	5.75%	-	15%	-
Bulgaria-Plots for Logistics (Lom)	427	Real estate market	15.98 euro per sqm	-	-	-	-
Bulgaria-Plots (Batac)	405	Real estate market /Exploitation	6.05 euro per sqm	-	-	-	-
Bulgaria-Plots for Logistics/Bulgaria-Plots (Svilengrad)	149	Real estate market /Exploitation	12.49 euro per sqm	-	-	-	-
Bulgaria-Plots (Samokov)	5,843	Real estate market /Exploitation	37.52 euro per sqm	-	-	-	-
Bulgaria-Sofia –Plot (Samokov)	463	Real estate market	45.70 euro per sqm	-	-	-	-
Bulgaria-Sofia –Plot	403	Real estate market	1,625.00 euro per sqm	-	-	-	-
Romania-Plot	417	Real estate market	6.57 euro per sqm	-	-	-	-
Romania-Plot	2,350	Real estate market	336 euro per sqm	-	-	-	-
	70,039

The Group recognized rental income from investment properties by 3,202 and 387 in the financial years 2025 and 2024 respectively.

Generally, a change in the assumptions about the estimated rental value of investment properties is accompanied by a similar commensurate change in the annual increase of the rent and in the discount rate, and by an opposite change in the long-term lease availability rate.

12PARTICIPATIONS IN SUBSIDIARIES

12.1Analysis of changes of investments in subsidiaries for the year 2025

The subsidiaries of the Company are presented in details in Note 5.

The change in the book value of investments in subsidiaries in the Company’s financial statements is as follows:

	COMPANY
	2025	2024
Balance 1st January	1,022,899	468,804
Additions	164,640	596,458
Sales / Write Off	(51,061)	(11,752)
Capital return	(8,235)	(3,429)
Impairment loss	(6,000)	(31,590)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

444

Recovery of impairment	8,200	2,089
Transfer from/(to) participations in joint ventures	0	736
Transfer to non-current assets held for sale	0	(4,600)
Other movements	6,163	6,183
Balance 31st December	1,136,606	1,022,899

The additions of the item within the year 2025 are analyzed in:

• amount of 164,140 for share capital increases in the subsidiary companies and specifically: a) an amount of 5,000 and 25 for establishment of the companies DIKTAION CONCESSIONS S.M.S.A. and DIKTAION OPERATION S.M.S.A. respectively, b) an amount of 700 and 1,000 for establishment of the companies ARDEFTIKI LASITHIOU S.M.S.A. and ARDEFTIKI NESTOU S.M.S.A. respectively and c) an amount of 70,125 for participation in the share capital increase of NEA EGNATIA ODOS CONCESSION S.A., (d) an amount of 63,000 for participation in the share capital increase of SUSTAINABLE ENERGY SOLUTIONS S.M.A.E. e) an amount of 18,340 for participation in the share capital increase of the subsidiary MGGR LLC, f) an amount of 5,500 for participation in the share capital increase of the subsidiary NEA ATTIKI ODOS OPERATION S.A., and g) an amount of 450 for participation in the share capital increase of other subsidiaries.

•amount of 500 relates to the acquisition of 100% of the share capital of SUSTAINABLE ENERGY SOLUTIONS S.M.S.A. by the subsidiary HERON ENERGY S.A.

The account “Sale/Write-off” within the year 2025 for the Company is analyzed as follows.

•amount of (49,707) concerns the sale of 10% of the company's participation in NEA ATTIKI ODOS CONCESSION S.A. to the company under the name LATSCO DIRECT INVESTMENTS CYPRUS LIMITED for an amount of 57,163. The above transaction resulted into a gain of 7,456 which was recorded in the account "Profit/(Loss) from sale of participations and securities" in the Company's Statement of Comprehensive Income.

•amount of (1,354) concerns the sale of 100% of the company's participation in the ERGA YPODOMIS EVRYZONIKOTITAS S.M.S.A. to OTE S.A. for an amount of 8,602. This transaction resulted in a gain of 7,248, which was recognized under the line item “Profit/(Losses) from sale of participations and securities” in the Company’s Total Statement of Comprehensive Income.

Within the financial year 2025 the parent company collected in the form of a return of capital an amount of 8,235 from the subsidiaries GEK TERNA MOTORWAYS S.M.S.A. worth 2,936 and ICON EOOD worth 5,299.

Impairment losses and gains from impairment recovery recognized within the year amounted to 6,000 and 8,200 respectively and are further analyzed in Note 12.3 below.

Within the financial year 2025 there was a bonus-share plan worth 6,163 which concerned the companies TERNA S.A. amount of 5,948, NEA ATTIKI ODOS CONCESSION S.A. amount of 38, NEA ODOS S.A. amount of 161 and CENTRAL GREECE MOTORWAY S.A. of 16. This movement is reflected as an increase in the cost of participation of the parent company in the above subsidiaries with a simultaneous increase in the reserve formed for the free distribution of shares and is shown in the line "Other movements" of the above table.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

445

12.2Assessment of control under IFRS 10

The company TERNA QATAR LLC, in the share capital of which the Group participates by 35% (through the wholly owned subsidiary TERNA S.A.), is consolidated as a subsidiary, as a control is documented in accordance with the requirements of IFRS 10 "Consolidated Financial Statements". It should be noted that, during the past two years, although the Group participates in companies and branches located in Middle Eastern countries (excluding Iran), it has had no activity in the region, pending the completion of tax and other procedural formalities required for their definitive cessation of operations.

12.3Impairment test

In accordance with the applied accounting policies and in line with provisions of IAS 36, the Company performs an impairment test on the assets at the end of each annual reporting period if there is any indication of impairment. The test can be performed earlier if any evidence of impairment arises. The arising evaluation focuses on both - extrinsic and intrinsic factors. In addition, the Company, in the case of participations that have already been impaired and when there is evidence of reversal, compares the book value with their recoverable amount and evaluates the possibility of reversing part or all of the impairment recognized in prior periods.

Assumptions used to determine the value in use

a.For subsidiaries that are a separate and distinct Cash Flow Generating Unit (CFGU), the determination of recoverable amount was based on value in use. The value in use was calculated using the discounted cash flow method, i.e. cash flow projections based on Management's budgets and forecasts. The determination is made through the present value of the estimated future cash flows, as expected to be produced by each CFGU (discounted cash flow method). The specific method for determining the value in use is affected by (is sensitive to) the following basic assumptions, as these were adopted by the Management to determine the future cash flows: a) Preparation of business plans per CFGU: The calculations to determine the recoverable value of the CFGU were based on business plans approved by the Management, which are based on recently prepared budgets and estimates made by the Management from which budgeted operating profit and EBITDA margins are being extracted and applied, as well as future estimates using reasonable assumptions, b) Weighted average cost of capital (WACC): WACC reflects the discount rate of future cash flows of each CFGU, according to which the cost of Equity and the cost of long-term borrowing are weighted, in order to calculate the company's total cost of capital.

b.For the subsidiaries that are principally engaged in holding one or more investment properties, from which no income from leases arises (ex. land-plots), the recoverable amount was based on the fair value of the net assets, as determined by a study of independent valuers. Consequently, their impairment losses and/or reversals resulted in changes in the fair value of the investment property. In particular, the fair value of investment property is based solely on reports of independent valuers and is determined on a case-by-case basis, either individually or in combination, based on the method of Depreciated Replacement Cost, the Replacement Cost method, the Revenue Capitalization method, the Valuation method and the Comparative Data method. The assumptions used for fair value measurement are analytically recorded above, in Note 11.

Impairment test results

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

446

Within the year ended 31.12.2025 there was an impairment of the value of the participations in subsidiaries totaling 6,000 (31.12.2024: 31,590).

This amount is included in the account " Profit/(Losses) from sale of participations and securities " of the separate Income Statement (see Note 40) and is further analyzed in losses as follows: of NEA ATTIKI ODOS CONCESSION S.A. amount of 6,000. The corresponding losses for fiscal year 2024 are analyzed as follows: KASSIOPI REAL ESTATE S.M.S.A. amount of 766, TERNA MAG S.A. amount of 29,286, PARKING STATION SAROKOU SQUARE CORFU S.A. amount of 119, GEK TERNA FTHIOTIDAS S.M.S.A. amount of 58, AVLAKI I B.V. amount of 97, AVLAKI II B.V. amount of 110, AVLAKI III B.V. amount of 33, AVLAKI IV B.V. amount of 36, and ICON E.O.O.D. amount of 1,084. Additionally, gains from reversal of impairment totaling 8,200 arose in subsidiaries, specifically amount of 5,000 in ICON EOOD, amount of 1,612 in HIRON CONCESSIONS S.A., and amount of 1,588 in KIFISIA PLATANOU SQ. CAR PARK S.A.

Within the current year, the indications that led the Management to perform a test for any impairments or reversal of any impairments in these subsidiaries were the improvement of their Net Equity in relation to the cost of participation in them.

12.4Subsidiaries with significant percentage of non-controlling interest

The assets and line items of the financial statements of the significant subsidiary in which there are non-controlling interests (minority interest) relate to NEA ATTIKI ODOS CONCESSION S.A., in which GEK TERNA holds a 90.00% stake as of 31.12.2025(31.12.2024: 100 %). The subject of activity of the said subsidiary is the operation and maintenance of the Nea Attiki Odos motorway. The following summarizes the financial information of the consolidated subsidiary in which non-controlling interests hold a significant share:

	31.12.2025	31.12.2024
Percentage of non-controlling interests	10.00%	0.00%

Capital return and dividends paid to non-controlling interests	0	0

Statement of Financial Position
Non-current assets	3,219,723	3,269,389
Current assets	131,471	140,994
(Long-term liabilities)	(2,691,335)	(2,796,851)
(Short-term liabilities)	(152,108)	(152,400)
Net fixed assets	507,751	461,132
Total equity attributable in non-controlling interests	(50,775)	0
Total equity attributable to the owners of the parent	456,976	461,132

Statement of Comprehensive Income
Turnover	234,265	53,616
Shareholders of the parent from continuing operations	(37,199)	(6,488)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

447

	31.12.2025	31.12.2024
Non-controlling interests from continuing operations	(2,505)	0
Net Earnings	(39,704)	(6,488)

Shareholders of the parent from continuing operations	41,689	(34,494)
Non-controlling interests from continuing operations	4,932	0
TOTAL COMPREHENSIVE INCOME	46,621	(34,494)

Statement of Cash Flows
Net cash flows from operating activities	176,458	81,134
Net cash flows from investing activities	2,411	(3,283,419)
Net cash (outflows) /inflows from financing activities	(219,270)	3,295,502
Net increase/(decrease) in cash and cash equivalents	(40,401)	93,217

Opening cash and cash equivalents	93,217	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Closing cash and cash equivalents	52,816	93,217

13PARTICIPATIONS IN ASSOCIATES

The Group has participations in affiliated companies that are classified as associates because of their significant influence and are consolidated in the consolidated financial statements on the basis of the equity method (the object of the activity and the Group's shareholdings in these investments are presented in Note 5 of the financial statements).

Taking into consideration the contribution of the associates to the Group’s profit/(loss) before tax, the Group discloses, on an aggregated basis in the table below, its share of results in these associates:

	GROUP
	1.1-31.12.2025	1.1-31.12.2024
Profit/(loss) after tax from continuing operations	7,673	(591)
Other comprehensive income	1,382	99
Total comprehensive income	9,055	(492)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

448

Change in investments in associates in 2025 and 2024 is as follows:

	GROUP		COMPANY
	2025	2024	2025	2024
Balance 1st January	126,665	5,361	127,176	5,380
Additions	1,425	955	1,425	955
Sales / Write Off	(2)	0	0	0
Capital return/Dividends	(4,146)	0	0	0
Transfer from/(to) Investement in equity interests	0	120,841	0	120,841
Results from the application of the equity consolidation method	9,055	(492)	0	0
Balance 31st December	132,997	126,665	128,601	127,176

Investments in associates include the investment in KEKROPS S.A., a listed company on the Athens Exchange, Greece, with a book value recorded at 4,122 in the Group and 4,800 in the Company. The market capitalization of KEKROPS S.A. on 31.12.2024 according to the percentage held by the Group amounted to 14,435 (31.12.2024): 8,906).

The addition of the amount of 1,425 concerns the participation of the parent company in the share capital increase in the company DI TERNA S.A.

The Sales/Write off of amount 2 concerns the company VIPA THESSALONIKI S.A., which transferred 222 shares worth 10 euros per share due to the sale of an industrial plot to the company «CMBLu ENERGY S.A.».

The return of capital/Dividends amounting to 4,146 to the Group relates to OLYMPIA ODOS S.A., amounting to 2,828 and OLYMPIA ODOS OPERATION S.A., amounting to 1,318.

The result from the application of the equity method amounting to 9,055 relates to the following companies: OLYMPIA ODOS S.A. amounting to 8,082, OLYMPIA ODOS OPERATION S.A. amounting to 1,257, NEA EGNATIA ODOS OPERATION S.A. amounting to 16, KEKROPS S.A. amounting to (260) and DI TERNA S.A. amounting to (40).

The most significant associated company included in this item as of 31.12.2025, is OLYMPIA ODOS S.A. (see details in Note 5). The 100% of the data and accounts of the financial statements for the fiscal year 2024 are as follows:

	OLYMPIA ODOS S.A.	OLYMPIA ODOS S.A.
Partcipation	20.48%	20.48%
	31.12.2025	31.12.2024
Non-current assets	1,028,169	981,512

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

449

	OLYMPIA ODOS S.A.	OLYMPIA ODOS S.A.
Cash and cash equivalents	40,678	29,118
Other current assets	73,021	88,741
Total assets	1,141,868	1,099,371

Long-term financial liabilities (less trade and other liabilities and provisions )	647,078	655,705
Other long-term liabilities	206,647	166,247
Short-term financial liabilities (less trade and other liabilities and provisions )	38,657	31,536
Other short-term liabilities	47,463	69,519
Total liabilities	939,845	923,007

Net assets	202,023	176,364
Carrying amount of investments in financial statements	113,490	108,235

Turnover	294,073	46,895
(Financial expenses)	(34,131)	(3,597)
Financial income	11,402	3,367
Tax expenses	(9,216)	30
Results from continuing operations	32,675	(579)
Other comprehensive income	6,790	480
Total Results	39,465	(99)
Share in the results of the Group	6,692	(121)
Share in the other comprehensive results of the Group	1,391	100
Share in the total comprehensive results of the Group	8,082	(21)

The results of the associate OLYMPIA ODOS S.A. for the comparative year 2024 presented in the above table cover the period from the date of its classification as an associate, namely from 28 November 2024 to 31 December 2024.

The most significant items of Other Associates and their proportion in the net positions, are as follows:

	31.12.2025	31.12.2024
Non-current assets	10,993	6,729
Current assets	7,073	5,350
Long-term liabilities	(5,138)	(2,204)
Short-term liabilities	(4,082)	(2,156)
Net fixed assets	8,846	7,720
Proportion in the net fixed assets	19,507	18,429

	1.1-31.12.2025	1.1-31.12.2024
Turnover	7,533	2,037
Results from continuing operations	981	(471)
Other comprehensive income	(9)	(1)
Total results	973	(472)
Share in the results of the Group	981	(471)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

450

	31.12.2025	31.12.2024
Share in the other comprehensive results of the Group	(9)	(1)
Share in the total comprehensive results of the Group	973	(472)

14INVESTMENTS IN JOINT ARRANGEMENTS

14.1Investments in joint ventures

The Group holds rights in joint ventures, consolidated under equity method in accordance with the provisions of IAS 28 and presented in Note 5 to the Financial Statements.

Changes in investments in joint ventures in 2025 and 2024 are presented below as follows:

	GROUP		COMPANY
	2025	2024	2025	2024

Balance 1st January	231,373	147,433	68,179	16,425
Additions	6,374	82,152	1,472	52,490
Capital return/Dividends	(3,144)	(1,649)	(628)	0
Impairment loss	0	0	(133)	0
Total Comprehensive Income from the application of the equity consolidation method	24,881	4,076	0	0
Transfer from/(to) investments in subsidiaries	0	(639)	0	(736)
Balance 31st December	259,484	231,373	68,890	68,179

The additions for the Group mainly concern: an amount of 400 for the participation in the share capital increases of GMR TERNA COMMERCIAL S.A. through GEK TERNA KASTELI S.M.S.A., amount of 2,500 for the initial capital contribution of GRESCIAS S.M.S.A. through GEK TERNA URBAN SERVICES S.M.S.A., amount of 1,000 for the initial capital contribution of the company SOLAR ENERGY GROUP EUROPE LLC through SUSTAINABLE ENERGY SOLUTIONS S.M.S.A. and amount of 1,000 for the participation in the share capital increases of AIGISTOS S.A. through TERNA S.A.

For the Company, the additions mainly concern an amount of 63 for the participation in the share capital increases of ENERMEL S.A., amount of 1,235 for the participation in the share capital increase of PASIFAI ODOS S.A. and amount of 175 for the participation in the share capital increase of FIER THERMOELECTRIC SHA.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

451

The return of capital/dividends for the Group mainly relates to the following companies: an amount of 1,055 from POLIS PARK S.A., an amount of 304 from AG. NIKOLAOS PIRAEUS CAR PARK S.A., an amount of 35 from PARKING OUIL S.A. and an amount of 1,750 from AIGISTOS S.A.

The change in the account "Total Comprehensive Income from the application of the equity consolidation method" is mainly due to the recognition of gains amounting to 17,766 in proportion to the participation rate of 32.46% in the company INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A. and gains amounting of 3,842 in proportion to the participation rate of 50% in the company THERMOELECTRIC KOMOTINI S.A. and gains amounting of 2,930 in proportion to the participation rate of 49% in the company AIGISTOS S.A.

As of 31.12.2025, the most significant joint ventures included in this account were the following: THERMOELECTRIC KOMOTINI S.A., INTERNATIONAL AIRPORT OF HERAKLION CRETE CONCESSION S.A. and IRC HELLINIKON S.A. (See note 5). The items by 100% of the financial statements of these joint ventures during the year 2025 were as follows:

	THERMOELEKTRIKI KOMOTINIS S.A.	HERAKLION CRETE INTERNATIONAL AIRPORT SA CONCESSION	IRC HELLINIKON SA
Partcipation	50.00%	32.46%	49.00%
	31.12.2025	31.12.2025	31.12.2025
Non-current assets	410,556	255,107	500,703
Cash and cash equivalents	6,279	106,884	195,534
Other current assets	18,638	224,551	29,059
Total assets	435,473	586,543	725,297

Long-term financial liabilities (less trade and other liabilities and provisions )	321,290	40,046	469,932
Other long-term liabilities	13	152,368	5
Short-term financial liabilities (less trade and other liabilities and provisions )	68,944	3,457	84,982
Other short-term liabilities	12,806	151,313	7,211
Total liabilities	403,053	347,183	562,129

Net assets	32,420	239,359	163,167
Carrying amount of investments in financial statements	16,210	125,582	79,795

Turnover	177,901	209,871	0
(Financial expenses)	(17,223)	(3,293)	(18)
Financial income	7	3,189	1,060
Tax expenses	(876)	(14,142)	(5)
Results from continuing operations	5,709	54,710	(1,609)
Other comprehensive income	1,976	23	0
Total Results	7,685	54,734	(1,609)
Share in the results of the Group	2,854	17,759	(788)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

452

	THERMOELEKTRIKI KOMOTINIS S.A.	HERAKLION CRETE INTERNATIONAL AIRPORT SA CONCESSION	IRC HELLINIKON SA
Partcipation	50.00%	32.46%	49.00%
	31.12.2025	31.12.2025	31.12.2025
Share in the other comprehensive results of the Group	988	8	0
Share in the total comprehensive results of the Group	3,842	17,767	(788)

With specific reference to HERAKLION CRETE INTERNATIONAL AIRPORT S.A. CONCESSION., it is noted that following the concession commencement date and in accordance with the provisions of the Concession Agreement, the shareholding structure was formed as follows: GEK TERNA KASTELI S.M.S.A. holds 32.46%, GMR TERNA COMMERCIAL S.A. holds 21.64%, and the Hellenic Republic holds 45.90%. The above shareholding percentages have been in effect since 06.02.2020. However, pursuant to the Concession Agreement, GEK TERNA KASTELI S.M.S.A. and GMR TERNA COMMERCIAL S.A. have undertaken the obligation to fully cover any share capital increase on a pro rata basis according to their previous shareholding percentages, namely 60% and 40%, respectively

The respective data and items of the financial statements of these significant joint ventures during the year 2024 are as follows:

	THERMOELEKTRIKI KOMOTINIS S.A.	HERAKLION CRETE INTERNATIONAL AIRPORT SA CONCESSION	IRC HELLINIKON SA
Interest	50.00%	32.46%	49.00%
	31.12.2024	31.12.2024	31.12.2024

Non-current assets	411,786	196,017	412,998
Cash and cash equivalents	12,160	199,543	89,142
Other current assets	4,908	56,540	11,372
Total assets	428,854	452,100	513,512

Long-term financial liabilities (apart from trade and other liabilities and provisions)	340,381	39,417	336,482
Other long-term liabilities	7	153,547	550
Short-term financial liabilities (apart from trade and other liabilities and provisions)	54,748	196	4,953
Other short-term liabilities	8,983	74,313	6,751
Total liabilities	404,119	267,473	348,736

Net fixed assets	24,735	184,627	164,776

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

453

	THERMOELEKTRIKI KOMOTINIS S.A.	HERAKLION CRETE INTERNATIONAL AIRPORT SA CONCESSION	IRC HELLINIKON SA
Interest	50.00%	32.46%	49.00%
	31.12.2024	31.12.2024	31.12.2024
Proportion in the net fixed assets	12,368	109,658	80,584

Turnover	0	89,382	0
(Financial expenses)	3,700	(1,120)	(145)
Financial income	0	5,142	2,720
(Expense)/Income from income tax	(595)	(151)	0
Results from continuing operations	470	5,320	(315)
Other comprehensive income	(419)	(16)	0
Total Results	51	5,304	(315)
Share in the results of the Group	202	1,727	(512)
Share in the other comprehensive results of the Group	(210)	(5)	0
Share in the total comprehensive results of the Group	(8)	1,722	(512)

During years 2025 and 2024 no dividends were collected from the above joint ventures.

The major items of the Other Joint Ventures (with credit net equity), based on the Group’s respective ownership interest, are as follows:

	31.12.2025	31.12.2024
Non-current assets	27,558	21,403
Current assets	25,699	27,746
Long-term liabilities	(6,502)	(5,971)
Short-term liabilities	(29,090)	(30,355)
Net fixed assets	17,665	12,823
Proportion in the net fixed assets	37,897	28,764

	1.1-31.12.2025	1.1-31.12.2024
Turnover	52,619	36,756
Results from continuing operations	4,042	2,874
Other comprehensive income	19	1
Total results	4,061	2,875
Share in the results of the Group	4,042	2,874
Share in the other comprehensive results of the Group	20	1
Share in the total comprehensive results of the Group	4,062	2,875

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

454

14.2Investments in joint operations – Proportional consolidation

The companies, accounted for using the proportionate consolidation method in the Company's consolidated and separate financial statements are analytically presented in Note 5. These companies pertain in schemes with joint operation with the other shareholders and in essence they are mainly tax construction consortiums that do not constitute a separate entity under IFRS. Their assets and liabilities are consolidated, in accordance with the proportion of the participating interest, in the Group and Company financial statements.

The following amounts are included in the consolidated and separate Financial Statements for FYs 2025 and 2024 and represent the Group's share in assets and liabilities and profit after tax of the jointly controlled entities.

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Non-current assets	15,997	13,947	127	115
Other current assets	244,611	194,895	3,540	4,129
Total assets	260,608	208,842	3,667	4,244

Long-term liabilities	24,030	18,502	91	89
Other short-term liabilities	255,686	210,412	594	886
Total liabilities	279,715	228,914	686	975
Equity	(19,107)	(20,073)	2,982	3,269

Turnover	256,399	200,686	3,306	4,025
Total income after tax	13,745	24,864	1,778	2,127
Profit after tax	9,286	18,517	1,314	1,889

15FINANNCIAL ASSETS - CONCESSIONS

The Group constructs and operates the following concession agreements:

Α. Unified Automatic Fare Collection System: On 29.12.2014, a partnership agreement (PPP) for study, financing, installation, maintenance and technical management of a Unified Automatic Fare Collection System was signed between OASA (Athens Transport) Group and HELLAS SMARTICKET S.A. for the companies of OASA Group. The total duration of the agreement is 12 years and 6 months. The construction and installation were completed in 2017, while during the first half of 2017, the operation started, which is expected to last 10 years and 4 months. During the term of the project, the company is performing additional construction works on the toll collection system on the OASA line extensions. In 2024, the 5th amendment to the Partnership Agreement was completed, which concerns the implementation of a smart memory card solution (EMV contactless cards), the implementation of ASSK interoperability with other applications (Account-Based Ticketing), the supply and operational support

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

455

of vehicle equipment, the supply and operational support of gate validation devices and spare banknote-coin boxes and functional improvements to the project.

Β. Urban Waste Treatment Plant of the Region of Epirus: On 21.07.2017 a partnership agreement (PPP) was signed between the EPIRUS REGION and the subsidiary company AEIFORIKI EPIRUS MONOPROSOPI SPECIAL PURPOSE SOCIETE ANONYME, for the implementation of the project for the urban waste treatment plant of the Region of Epirus. The agreement is executed in two periods, the period of project and the service period and is of a duration of 27 years.

C. Urban Waste Treatment Plant of Peloponnese Region: On 06.08.2025 a Public-Private Partnership (PPP) Agreement was signed between the Ministry of Rural Development and Food and the subsidiary ARDEFTIKI NESTOU S.M.S.A. for the implementation of the project “Transport and distribution of water from the Nestos river to the Xanthi plain for irrigation purposes” which concerns the implementation of (a) the main water transfer projects of the Eastern Xanthi plain, (b) the water transfer and distribution projects in Area A2 of the Eastern Xanthi plain, covering the five agricultural zones of Myrodato–Avdira–Veloni–Mandra–Pezoula and (c) the installation of smart irrigation systems. The Partnership Agreement provides for the design, licensing, financing, construction, insurance, operation and maintenance of the project for the next 25 years.

C. Urban Waste Treatment Plant of Peloponnese Region: On 14.06.2018, a public and private partnership agreement was signed between the Peloponnese Region and the subsidiary company "PERIVALLONTIKI PELOPONNISOU SINGLE MEMBER S.A. for the implementation of the project for the “Integrated Urban Waste Treatment Plant of the Peloponnese Region” for construction and operation of waste management plants comprising three (3) Waste Treatment Units (WTUs) and an equal number of Landfills in Arcadia, Messinia and Laconia, as well as two (2) Waste Transfer Stations (WTS) in Corinthia and Argolida. The Partnership Agreement includes study, licensing, financing, construction, insurance, operation and maintenance of the project for the next 28 years.

In 2023, the Integrated Waste Management Unit of Arcadia (Arcadia Waste Treatment Unit (WTU), the Waste Transfer Station of Argolida (WTS), the Waste Transfer Station of Corinthia (WTS) and Biogas Station for Electricity Production) and the Transitional Waste Management Units of Messinia and Laconia were put into commercial operation. In 2024, the Laconia Integrated Waste Management Station (WTS) was put into commercial operation. In 2025 the construction of the Integrated Waste Management Station of Messinia (Waste Treatment Plant (WTP) of Messinia and Biogas-to-Energy Power Generation Unit) was completed and the project entered into commercial operation, marking its completion with the full operation of all Integrated Solid Waste Management (ISWM) Stations for the acceptance and treatment of municipal solid waste, in accordance with the terms of the PPP Agreement.

Financial Contribution of Peloponnese Region

During the financial year 2025, the Peloponnese Region paid the amount of 216 thousand within the framework of the Partnership Agreement. This amount has reduced the item "Financial Assets - Concessions" and is specifically included in the line of the following table "Decreases in financial item".

Analytical information on the accounting policy followed and the concession agreements mentioned above is presented in Note 4.11.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

456

The analysis of the changes of the generated Concession Financial Statements as well as the revenue per category are analyzed as follows:

Financial Assets - Concessions	Unified Automated System for Ticket Collection	Water transfer and distribution works for irrigation purposes from the Nestos River to the Xanthi agricultural plain.	Installation of civil waste processing Epirus Region	Installation of civil waste processing Peloponnese Region	Total
Opening balance 01.01.2024	17,227	0	16,221	40,796	74,244
(Decreases)/Increases in financial item	6,564	0	(1,819)	(100)	4,645
Reversal of discount	2,796	0	1,261	2,541	6,598
Closing balance as of 31.12.2024	26,587	0	15,663	43,237	85,487

Opening balance 01.01.2025	26,587	0	15,663	43,237	85,487
(Decreases)/Increases in financial item	(14,194)	7,173	(1,503)	(4,743)	(13,267)
Reversal of discount (note 42)	4,061	0	1,184	2,930	8,175
Closing balance as of 31.12.2025	16,454	7,173	15,344	41,424	80,395

Financial Assets - Concessions Non Current Portion	4,743	7,173	15,104	40,342	67,362
Financial Assets - Concessions Current Portion note.20)	11,711	0	239	1,081	13,031

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

457

Financial Assets - Concessions	Unified Automated System for Ticket Collection	Water transfer and distribution works for irrigation purposes from the Nestos River to the Xanthi agricultural plain.	Installation of civil waste processing Epirus Region	Installation of civil waste processing Peloponnese Region	Total
Analysis of revenues per category 1.1-31.12.2024
Income from construction services	14,307	0	0	14,446	28,753
Income from operation services	11,444	0	7,740	14,377	33,561
Reversal of discount (note 42)	2,796	0	1,261	2,541	6,598
Total	28,547	0	9,001	31,364	68,912

Analysis of revenues per category 1.1-31.12.2025
Income from construction services	0	7,173	0	1,020	8,193
Income from operation services	16,979	0	6,888	16,737	40,604
Reversal of discount (note 42)	4,061	0	1,184	2,930	8,175
Total	21,040	7,173	8,072	20,687	56,972

16OTHER LONG-TERM ASSETS

The account “Other long-term receivables” on 31.12.2025 and 31.12.2024 in the accompanying financial statements is analyzed as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

458

	GROUP		COMPANY
Other long-term financial receivables	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Loans to subsidiaries, joint ventures and other related companies	179,956	102,697	585,902	312,927
Receivables from financial leasing	8,472	0	0	0
Given guarantees	12,788	12,262	1,648	1,648
Withheld amounts of invoiced receivables	1,044	5,875	0	0
Other long-term financial assets	390	390	0	0
Provision for impairment of long-term financial assets	(1,384)	(1,392)	0	(8)
Total (a)	201,266	119,832	587,550	314,567

	GROUP		COMPANY
Other long-term non financial receivables	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Long-term advance payments to suppliers	37,027	24,908	0	0
Agents’ commissions cost	33,376	24,870	0	0
Advance payments for businesses acquisition	459	2,550	0	0
Total (b)	70,862	52,328	0	0
Total Other long-term assets (a+b)	272,128	172,160	587,550	314,567

The Company participates in the issuance of bond loans by subsidiaries and other related entities, which will be repaid either through the raising of bank financing or at maturity. The movement in the Company’s account “Loans to subsidiaries, joint ventures and other related companies” is mainly attributable to the granting of loans amounting to 326,819, of which amounts of 260,493 and 45,850 relate to the subsidiary NEA EGNATIA ODOS CONCESSION S.A. and the joint venture IRC ELLINIKOU S.A., respectively, as well as to the collection of loans amounting to 46,313, of which an amount of 42,185 relates to the subsidiary NEA ATTIKI ODOS CONCESSION S.A. Furthermore, as a result of the disposal of 10% of the investment in NEA ATTIKI ODOS CONCESSION S.A. to LATSCO DIRECT INVESTMENTS CYPRUS LIMITED, the Company, as part of the transaction, received an amount of 20,084 from the sale of bonds it held in NEA ATTIKI ODOS CONCESSION S.A.

The movement in the account “Loans to subsidiaries, joint ventures and other related companies” at consolidated level is mainly attributable to the granting of bond loans amounting to 18,340 and 45,850 by the subsidiary MGGR LLC and GEK TERNA, respectively, to the joint venture IRC HELLINIKON S.A., as well as to the granting of a bond loan amounting to 4,909 by the subsidiary GEK TERNA to the joint venture PASIFAI ODOS S.A.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

459

The account "Long-term advances payments to suppliers" mainly includes advances to suppliers in the construction segment.

The account "Agents’ commissions cost" is related to the cost of commission of agents, also called "Agency costs" and concerns the subsidiary company HERON ENERGY SA. The change of the account "Agents’ commissions cost" is analyzed below:

	GROUP
Agency costs	2025	2024
Balance 1st January	24,870	11,676
Additions	24,108	18,914
Amortization	(15,602)	(5,720)
Balance 31st December	33,376	24,870

Provisions for impairment of other long-tern receivables under IFRS 9 are analyzed as follows:

	GROUP
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2024	0	8	1,150	1,158
Provision of credit loss	0	0	1,044	1,044
Change due to sale of entities	0	0	(810)	(810)
Βalance 31.12.2024	0	8	1,384	1,392

	GROUP
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2025	0	8	1,384	1,392
Recovery of provision of credit loss	0	(8)	0	(8)
Βalance 31.12.2025	0	0	1,384	1,384

	COMPANY
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2024	0	8	0	8
Βalance 31.12.2024	0	8	0	8

	COMPANY
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2025	0	8	0	8
Recovery of provision of credit loss	0	(8)	0	(8)
Βalance 31.12.2025	0	0	0	0

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

460

17INVENTORIES

The account “Inventories” on 31.12.2025 and 31.12.2024 in the accompanying financial statements is analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Raw-auxiliary materials	4,276	9,742	0	132
Spare parts of fixed assets	8,580	8,498	1	617
Merchandise and Finished and semi-finished products	24,918	24,179	0	0
Properties (Land-Buildings) as inventories	23,005	25,019	4,369	4,374
Impairment	(22,849)	(22,860)	(2,288)	(2,288)
Total	37,930	44,578	2,082	2,835

The main changes in the balance of the item mainly arise from: (a) a decrease in the account “Raw-auxiliary materials” by 5,424 due to the consumption of raw materials by the subsidiary TERNA, and (b) a decrease in the balance of the account “Real estate (Land and Buildings) held as inventory” due to the sale of properties amounting to 2,013 by the Group’s subsidiary VIPA THESSALONIKI SA.

With the exception of the above cases, there was no need for impairment of inventories on 31.12.2025.

The inventories are not burdened with liens.

18TRADE RECEIVABLES

Trade receivables of the Group and the Company on 31.12.2025 and 31.12.2024, in the accompanying financial statements are analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Trade receivables	812,199	749,940	65,044	50,808
Customers – Doubtful and litigious	14,810	14,130	0	0
Notes / Checks Receivable overdue	4,411	4,424	0	0
Checks Receivable	7,439	5,740	167	152
Minus: Provisions for doubtful trade receivables	(153,985)	(125,927)	(723)	(703)
Total	684,874	648,307	64,488	50,257

The balance of the account derives by 449,398 (31.12.2024: 313,770) from the construction sector as a result of increased pricing of works performed, by an amount of 193,403 (31.12.2024: 292,788) from the “Electricity from thermal energy and HP/NG trading” segment and by an amount of 42,073 (31.12.2024: 41,750) from the remaining operating segments of the Group.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

461

The book values of trade receivables represent their fair value.

At every reporting date, the Group examines the need to recognize potentially arising impairment and expected credit losses, in accordance with the requirements of IFRS 9. The maximum exposure to credit risk at the financial statements reporting date is the book value of every category of receivables as recorded above. Provisions for impairment of trade receivables regarding 2025 and 2024 are analyzed as follows:

	GROUP
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2024	0	49,868	61,819	111,687
Provision of credit loss	0	469	17,208	17,677
Provision of credit loss due to acquisition of entity	0	0	879	879
Recovery of provision of credit loss	0	(75)	(850)	(925)
Eliminations	0	0	(233)	(233)
Change due to sale of existing entity	0	(21)	(3,155)	(3,176)
Other transfers	0	(10,635)	10,583	(52)
Foreign exchange differences	0	31	42	73
Βalance 31.12.2024	0	39,637	86,293	125,930

	GROUP
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2025	0	39,637	86,293	125,930
Provision of credit loss	0	1,478	32,603	34,081
Recovery of provision of credit loss	0	(4,785)	(992)	(5,777)
Eliminations	0	(82)	(29)	(111)
Other transfers	0	(10,901)	10,901	0
Foreign exchange differences	0	(61)	(77)	(138)
Βalance 31.12.2025	0	25,286	128,699	153,985

	COMPANY
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2024	0	120	572	692
Provision of credit loss	0	11	0	11
Βalance 31.12.2024	0	131	572	703

	COMPANY
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2025	0	131	572	703
Provision of credit loss	0	22	0	22
Recovery of provision of credit loss	0	(2)	0	(2)
Βalance 31.12.2025	0	151	572	723

The following table analyzes the total of trade receivables as well as the maturity of outstanding overdue trade receivables:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

462

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Non outstanding balances	549,227	436,819	18,584	10,318
Outstanding balances	289,632	337,415	46,627	40,642
Total trade receivables	838,859	774,234	65,211	50,960

The maturity of balances of the outstanding overdue trade receivables is analyzed as follows:

	GROUP 2025
	Non outstanding balances	less than 6 months	6 - 12 months	12 - 24 months	up to 24 months	Total
Total amount of receivables	549,227	70,687	55,138	34,690	129,117	838,859
Expected credit loss	(294)	(12,150)	(16,309)	(14,415)	(110,816)	(153,985)
Total	548,932	58,537	38,829	20,274	18,301	684,874

	GROUP 2024
	Non outstanding balances	less than 6 months	6 - 12 months	12 - 24 months	up to 24 months	Total
Total amount of receivables	436,819	127,838	56,847	45,715	107,014	774,234
Expected credit loss	(7,318)	(7,936)	(11,125)	(21,548)	(78,000)	(125,927)
Total	429,501	119,902	45,722	24,168	29,014	648,307

	COMPANY 2025
	Non outstanding balances	less than 6 months	6 - 12 months	12 - 24 months	up to 24 months	Total
Total amount of receivables	18,584	12,760	31,266	1,023	1,578	65,211
Expected credit loss	(12)	0	(1)	0	(709)	(723)
Total	18,572	12,760	31,265	1,023	869	64,488

	COMPANY 2024
	Non outstanding balances	less than 6 months	6 - 12 months	12 - 24 months	up to 24 months	Total
Total amount of receivables	10,318	9,433	29,585	301	1,323	50,960
Expected credit loss	(14)	0	0	(3)	(686)	(703)
Total	10,305	9,433	29,585	298	637	50,257

Not overdue amounts include an amount of 81.0 mn euros (31.12.2024:63.0 mn euros), which relates to good performance retentions (withheld guarantees).

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

463

Receivables, net of the related impairment allowances, that are past due by more than 12 months amount to 38,575 (53,182 in 2024) for the Group and 1,892 (935 in 2024) for the Company. These receivables relate to public sector entities, related parties and third parties. Management considers that these receivables are recoverable, taking into account the creditworthiness of the counterparties, historical collection experience and any settlement agreements in place as at the reporting date.

In the context of the Group's operations, necessary measures are taken on a case basis to ensure collectability of receivables.

Finally, the factor, ensuring collectability of balance, is the received prepayments, which on 31.12.2025 amounted to 430.0 mn euros (31.12.2024:284.8 mn euros).

19RECEIVABLES / LIABILITIES FROM CONTRACTS WITH CUSTOMERS

The receivables from contracts with customers are analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Receivables from construction contracts with customers	190,361	275,551	0	0
Receivables from other contracts with customers	270,744	302,044	4,373	10,958
Financial Assets - Concessions Current Portion (note 15)	13,032	11,032	0	0
Less: Impairments of receivables from contracts with customers	(177)	(9,282)	0	0
Total	473,960	579,345	4,373	10,958

The decrease of the account “Receivables from construction contracts with customers” is due to the invoicing of completed work.

The account "Receivables from other contracts with customers" includes an amount of 204.0 mn euros (242.0 in 2024) concerning unbilled receivables from the sector "Electricity from thermal energy sources, trading of electric power and natural gas", unbilled receivables are primarily attributable to the operating characteristics of the market and delays in the issuance of final metering data by DEDDIE (Hellenic Electricity Distribution Network Operator). Furthermore, unbilled receivables relating to public sector entities mainly concern accrued receivables from DAPEEP in respect of subsidies for discounts granted to electricity customers through the Energy Transition Fund (ETF), as well as unbilled receivables from DEDDIE related to the deficit of the Public Service Obligations special account (ELYKO – Special Account for Public Service Obligations). In addition, an amount of €48.1 million (€46.2 million in 2024) relates to unbilled receivables of the “Concessions” segment.

Provisions for impairment of receivables from contracts with customers in Group level are analyzed according to the IFRS 9 as following:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

464

	GROUP
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2024	0	9,124	0	9,124
Other transfers	0	149	0	149
Foreign exchange differences	0	9	0	9
Βalance 31.12.2024	0	9,282	0	9,282

	GROUP
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2025	0	9,282	0	9,282
Recovery of provision of credit loss	0	(9,088)	0	(9,088)
Foreign exchange differences	0	(17)	0	(17)
Βalance 31.12.2025	0	177	0	177

At the Company level there was no provision for impairment of receivables from contracts with customers in accordance with IFRS 9

Liabilities in relation to contracts with customers are analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Customer advances	307,536	240,197	292	164
Liabilities from construction contracts with customers	121,583	83,590	0	0
Liabilities from other contracts with customers	673	1,308	0	0
Total	429,792	325,095	292	164

The change in the account "Customer advances" mainly concerns advances in the construction operating segment for the execution of projects undertaken by the subsidiary company TERNA SA.

Changes in Receivables and liabilities from Construction Contracts with customers (short-term and long-term (note 30)) within the current fiscal year are due to the following factors:

Receivables from construction contracts with customers	GROUP
Balance 01.01.2024	313,538
Effect due to execution of existing contracts	(51,598)
Income for the period from new contracts	4,360
Foreign exchange differences	16
Addition due to acquisition of entities	20,240

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

465

Change due to sale of entities	(11,005)
Βalance 31.12.2024	275,551

Balance 01.01.2025	275,551
Effect due to execution of existing contracts	(96,028)
Income for the period from new contracts	10,861
Foreign exchange differences	(23)
Βalance 31.12.2025	190,361


Liabilities due to construction contracts with customers	GROUP
Balance 01.01.2024	146,184
Effect due to execution of existing contracts	(10,544)
Income for the period from new contracts	1,473
Addition due to acquisition of entities	8,462
Change due to sale of entities	5,456
Βalance 31.12.2024	151,031
Liabilities due to construction contracts with customers-Short term portion	83,590
Liabilities due to construction contracts with customers-Long term portion (note 30)	67,441

Balance 01.01.2025	151,031
Effect due to execution of existing contracts	8,264
Income for the period from new contracts	17,323
Βalance 31.12.2025	176,618
Liabilities due to construction contracts with customers-Short term portion	121,583
Liabilities due to construction contracts with customers-Long term portion (note 30)	55,035

20ADVANCES AND OTHER RECEIVABLES

The account “Advances and other receivables” on 31 December 2025 and 31 December 2024 in the accompanying financial statements are analyzed as follows:

	GROUP		COMPANY
Prepayments and other short-term non-financial receivables	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Advances to suppliers	132,180	113,944	1,084	1,557
VAT for rebate – offsetting	99,498	72,801	0	0
Prepayment to insurance funds (Social Security Organization of technical works)	14,132	12,409	0	0
Transitional asset accounts	99,940	58,304	9,726	5,105

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

466

	GROUP		COMPANY
Prepayments and other short-term non-financial receivables	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Other non-financial receivables	1,565	1,213	183	145
Total (a)	347,315	258,671	10,993	6,807

	GROUP		COMPANY
Other short-term financial receivables	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Receivables from J/V, related companies and other associates	9,159	13,999	37,770	6,732
Short-term part of granted long-term loans	6,239	4,190	4,733	7,525
Short-term part of receivables from financial leasing	8,473	0	0	0
Financial receivables from other various debtors	26,188	42,802	5,270	5,065
Receivables from indemnities in relation to concession projects	38,853	50,498	0	0
Operational support of Concession projects	5,885	7,615	0	0
Blocked bank deposit accounts	99,467	90,637	20,803	25,557
Doubtful – Litigious other receivables	141	141	0	0
Less: Impairments of other short-term financial receivables	(14,398)	(14,975)	(1,270)	(1,257)
Total (b)	180,007	194,907	67,306	43,622
Total prepayments and other receivables (a+b)	527,322	453,578	78,299	50,429

In the Group's account “Advances to Suppliers”, mainly includes advances to suppliers in the construction sector, amounting to approximately 88.9 mn euros (71.8 mn euros approximately for 2024), as well as an amount of approximately 34.7 mn euros (37.4 mn euros 2024) related to the sector “Electricity from thermal energy sources, trading of electric power and natural gas”.

The account “Transitional asset accounts” mainly includes prepaid insurance, prepaid guarantee commissions and other transitional accounts. The movement compared to the 2024 comparative period mainly relates to the subsidiary HERON ENERGY S.A. and is associated with final cash settlements by the Administrator for prior periods amounting to 46,148.

The movement in the account “Receivables from J/V, related companies and other associates” for the Company mainly relates to an amount of 33,179 corresponding to a dividend receivable from the subsidiary company HERON ENERGY S.A.

In the account "Financial receivables from other various debtors" in the Group, an amount of 7,801 is included related to receivables from the Greek State for constructions of the motorways managed by the subsidiary companies NEA ODOS S.A. and CENTRAL GREECE MOTORWAY S.A.

The account "Receivables from indemnities in relation to concession projects" amounting to 38,853 on 31.12.2025 includes compensations related to events of Greek State’s Delay (toll stations that have not been put into operation under the responsibility of the State.

The movement in the provision for impairment of these current assets of the Group and the Company, following the application of the requirements of IFRS 9, is as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

467

	GROUP
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2024	0	225	14,443	14,668
Provision of credit loss	0	0	97	97
Addition due to acquisition of entities	0	0	678	678
Transfer to held for sale	0	(38)	(29)	(67)
Recovery of provision of credit loss	0	(12)	0	(12)
Eliminations	0	0	(407)	(407)
Other transfers	0	(2)	18	16
Foreign exchange differences	0	0	2	2
Βalance 31.12.2024	0	173	14,802	14,975

	GROUP
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2025	0	173	14,802	14,975
Recovery of provision of credit loss	0	(5)	(573)	(578)
Other transfers	0	0	13	13
Foreign exchange differences	0	0	(12)	(12)
Βalance 31.12.2025	0	168	14,230	14,398


	COMPANY
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2024	0	15	1,226	1,241
Other transfers	0	0	16	16
Βalance 31.12.2024	0	15	1,242	1,257

	COMPANY
	Stage 1	Stage 2	Stage 3	Total
Balance 01.01.2025	0	15	1,242	1,257
Other transfers	0	0	13	13
Βalance 31.12.2025	0	15	1,255	1,270

21INVESTMENT IN EQUITY INTERESTS

The movement in investments in securities in 2025 and 2024, is analyzed as follows:

	GROUP		COMPANY
	2025	2024	2025	2024
Balance 1st January	5,944	103,550	5,868	99,932
Additions	953	21,026	368	20,537
Reductions	(407)	(7)	(407)	0
Change due to sale of entities	0	(3,929)	0	0

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

468

Fair value through the Other Comprehensive Income	(372)	6,145	(372)	6,240
Transfer from/(to) Participations in associates	0	(120,841)	0	(120,841)
Balance 31st December	6,118	5,944	5,457	5,868

All the above investments refer to shares of unlisted securities, as described in Note 47.

Profit from fair value measurement was included in Other Comprehensive Income account in the Statement of Comprehensive Income, not reclassified in the Income Statement in later periods.

22FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS

Financial assets at fair value through profit and loss are presented as follows:

	GROUP		COMPANY
	2025	2024	2025	2024
Balance 1st January	31,654	31,837	21,255	14,288
Additions	1,657	1,507	201	1,435
Return of capital	(482)	(4,112)	0	0
Adjustment at fair through Earnings	15,555	6,242	14,764	5,532
Change due to sale of entities	0	(3,931)	0	0
Foreign exchange differences	(42)	111	0	0
Balance 31st December	48,342	31,654	36,220	21,255

On 31.12.2025 the amount of 48,342 of the Group is further broken down into mutual funds amounting to 390 and equity shares amounting to 47,952 (797 and 30,857 on 31.12.2024 respectively).

23CASH AND CASH EQUIVALENTS

Сash and cash equivalents of the Group and the Company on 31 December 2025 and 31 December 2024, in the accompanying financial statements are analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Cash in hand	3,599	3,939	1	1
Sight Deposits	973,372	668,038	172,866	53,141
Term Deposits	716,490	845,468	680,000	800,000

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

469

Total

1,693,461

1,517,445

852,867

853,142

Term deposits have a usual duration of 3 months and carry interest rates ranged during the year between 1.60%-2.70% (2.90%-3.70% during the previous year, respectively).

On 31.12.2025, the Company's cash and cash equivalents did not include proceeds from the issuance of the CBL 2020 of 500 mn euros (see section V) nor from the issuance of the CBL 2021 of 300 mn euros (see section VI) and from the coverage of the share capital increase of 79.2 mn euros from 28.02.2024 (see section VII). On the contrary, the Company's cash and cash equivalents contain an amount of 188,437, which was drawn from the issuance of the new 500 mn euros CBL 2025, this amount has not been allocated until 31.12.2025 (see section VIII). The amount of unutilised funds from the new €500 million Common Bond Loan (CBL) is included in the account “Time Deposits” under Cash and Cash Equivalents.

Furthermore, the Group possesses blocked deposits amounting to 99,467 (90,637 in the previous financial year), which are held in specific bank accounts in order to settle its short-term operating and financial liabilities. These blocked deposits are classified in the account "Advances and other receivables" (see Note 20).

24BORROWINGS

Long-term loans in the accompanying separate and consolidated financial statements are analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Long-term loans	5,922,141	4,667,852	1,299,409	1,015,972
Less: Long term liabilities payable during the next financial year	(329,863)	(265,892)	(11,908)	(136,901)
Long-term part of loan	5,592,278	4,401,960	1,287,501	879,071

Repayment period of long-term loans is analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Up to 1 Year	329,863	265,892	11,908	136,901
Between 1 - 5 Years	1,265,601	1,528,299	790,439	879,071
Over 5 Years	4,326,677	2,873,661	497,062	0
Total	5,922,141	4,667,852	1,299,409	1,015,972

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

470

The Group has the obligation to maintain specific financial indicators relating to bond loans. As of December 31, 2025, the Group was in full compliance with the required limits of these indicators, according to the provisions of the respective loan agreements.

The total financial cost of long-term and short-term loan liabilities, for the year 2025 and the corresponding comparative period of 2024, is included in the item "Net financial income/(expenses)" of the consolidated and separate Income Statement. The average interest rate for the Group for the period ended 31.12.2025 stood at 3.88% (31.12.2024: 4.09%).

The Group’s long-term debt is 100% in euro (100% at the end of the previous year) and represents approximately 98.4 % of the Group’s total debt (97.1% at the end of the previous year). The long-term debt mainly covers the investment financing needs for all segments of the Group.

Within the year 2025, the amount of 334,6 mn euros (2024: 125.3 mn euros) was paid for the repayment of long-term loan debt, whereas the amount of 1,589.4 mn euros (2024: 2,956.2 mn euros) was collected from new loans.

It is noted that the total borrowing includes subordinated, non-recourse loans debt granted to the parent company at the amount of 4,527.6 mn euros (versus 3,634.0 mn euros on 31.12.2024), on while the amounts of recourse loan debt stood at 1,491.2 mn euros (versus 1,173.7 mn euros on 31.12.2024).

The significant changes in the Group's loans for the period ended 31.12.2025 are described in the following paragraphs.

(a) Loans of the Company (GEK TERNA)

On 31.12.2025 the total loan liabilities of the Company amount to 1,349,897 (of which 1,294,418 relates to common publicly traded bond loans, amount of 4,991 to intragroup loans and 50,488 in a short-term bank loan), of which an amount of 11,908 relates to long-term loan liabilities payable in the next 12 months. During the year, the Company proceeded with the Issuance of a 500 mn Common Bond Loan (CBL) and proceeded with the payment of the principal of a bank loan of 60,000, as well as the full settlement of a common traded bond loan of 120,000. In addition, an intragroup loan of 30,525 was repaid.

Issuance of a 500 mn euros Common Bond Loan (CBL)

At the meeting of the Hellenic Capital Market on 16.09.2025, the Company’s Prospectus was approved for the public cash offer and listing on the Athens Stock Exchange of up to 500,000 common corporate bonds, with a total amount of 500 mn euros.

The features of the loan are as follows: (a) the Contractual Interest Rate is 3.20%, (b) interest is payable on a interim basis and (c) the loan has a term of seven (7) years and the repayment will be implemented at the end of the seven-year period. The new CBL requires compliance with financial indicators at each financial statement reporting date (interim and annual), with the calculation commencing on 31.12.2025.

(b) Loans of the sub-group TERNA

On 31.12.2025, the total bank loan liabilities of TERNA sub-group amounted to 91,091 (versus 141,231 in the previous year) and are analyzed in: (a) amount of 17,000 (49,565 in the previous year) which relates to long-term bond loans, (b) amount of 47.940 (versus 5,539 which relates to long-term loan

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

471

liabilities payable in the next 12 months and (c) an amount of 26,151 (versus 86,127 in the previous year) which relates to short-term loans. During the year, the TERNA sub-group, with regard to long-term loan obligations, proceeded to obtain loans of 15,000 and to repay loan obligations of 5,250.

Furthermore, during the fiscal year 2025, regarding the short-term borrowing of the TERNA Group, an amount of 35,000 was drawn from financial institutions, a repayment of loans amounting to 95,913.

(c) Loans of motorways and infrastructure concession companies, as well as of the waste PPP projects and the electronic ticketing project.

On 31.12.2025 the bank bond loans of the companies NEA ODOS S.A., CENTRAL GREECE MOTORWAY S.A., GEK TERNA MOTORWAY S.M.S.A., GEK TERNA KASTELI S.M.S.A. and NEA ATTIKI ODOS CONCESSION S.M.S.A., NEA EGNATIA ODOS CONCESSION S.A., ARDEFTIKI NESTOU S.M.S.A., HELLAS SMART TICKET S.A., PERIVALLONTIKI PELOPONNISOU S.M.S.A. and AEIFORIKI EPIRUS S.M.S.A.S.P. amount to 4,407,441 (versus 3,477,311 the previous year), of which an amount of 115,482 (versus 132,015 the previous year) relates to loan liabilities payable in the next financial year.

The increase is attributed to the disbursement of a Syndicated Bond loan by NEA ATTIKI ODOS CONCESSION S.M.S.A., amounting to 1,030,315 which financed the payment of the Concession Fee. The disbursement occurred on 30.12.2025 and the duration of this bond loan is 25 years.

Within the financial year 2025, the above companies made a repayment of bank loan liabilities amounting to 149,167 (versus 61,217 the previous year).

In the account “Other movements” of the table presenting the movement of long-term loans, a liability of 18,423 has been recognized at the Group level as a result of a transaction that took place in the first half of 2025. The sale of 10% of the shareholding of the Company NEA ATTIKI ODOS CONCESSION S.A. to LATSCO DIRECT INVESTMENTS CYPRUS LIMITED, as the agreement also included the sale of bonds.

Under the line item “Other movements” in the table presenting the movement of long-term borrowings, a borrowing liability at Group level amounting to 18,423 has been recognised, arising from a transaction that took place during the first half of 2025, specifically the disposal of 10% of the secondary bonds of the company NEA ATTIKI ODOS CONCESSION S.A. to LATSCO DIRECT INVESTMENTS CYPRUS LIMITED.

(d) Borrowings of Electricity companies from thermal energy and trading of HP/HPS

As of 31.12.2025, bank loans amount to 175,429 (compared to 158,539 in the previous financial year) and are analyzed as follows: (a) an amount of 155,342 (155,446 in the previous year) relating to long-term bank bond loans, (b) an amount of 155,085 relating to long-term borrowings payable within the next 12 months and (c) an amount of 20,000 relating to short-term bank borrowings. During the year, the subsidiary HERON ENERGY S.A. proceeded with the reclassification of loans amounting to 155,000 from the line item “Long-term loans” to “Long term liabilities payable during the next financial year,” as these loans contractually mature within 2026.

Furthermore, during the financial year 2025, with regard to short-term borrowings, an amount of 20,000 was taken out from financial institutions and proceeded with repayments of borrowings totaling 2,800.

Loan guarantees

To secure some of the Group's and other affiliated companies’ loans:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

472

-Receivables arising from insurance policies have been assigned to the lending banks, as well as contracts from construction services, interest rate hedging contracts, motorway concession contracts and cash and cash equivalents.

-shares and secondary loans granted to subsidiaries, other related companies and other entities, with a nominal value of 1,170,621 (31.12.2024: 958,699).

The table below presents in summary the changes in the Group and Company's short-term and long-term loans in the years 2025 and 2024:

	GROUP		COMPANY
Long-term loans	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Opening balance	4,667,852	2,909,958	1,015,972	922,748
Capital withdrawals	1,589,405	3,023,691	500,000	195,000
Capital payments	(334,608)	(188,991)	(210,525)	(105,518)
Interest payments	(223,944)	(194,236)	(38,050)	(27,694)
Loan interest in financial results	205,013	174,744	32,012	31,436
Other loan interest (capitalized etc.)	0	500	0	0
Addition due to acquisition of entities	0	4,072	0	0
Other movements	18,423	0	0	0
Change due to sale of entities	0	(1,111,983)	0	0
Foreign exchange differences	0	97	0	0
Transfers	0	50,000	0	0
Closing balance	5,922,141	4,667,852	1,299,409	1,015,972

	GROUP		COMPANY
Short-term loans	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Opening balance	139,883	107,699	50,693	0
Capital withdrawals	55,000	249,275	0	50,000
Capital Payments	(98,713)	(127,268)	0	0
Interest payments	(3,348)	(9,237)	(2,368)	(49)
Loan interest in financial results	3,904	9,058	2,163	742
Other loan interest (capitalized)	0	1,501	0	0
Addition due to acquisition of entity	0	2,194	0	0
Change due to sale of entities	0	(43,339)	0	0
Transfers	0	(50,000)	0	0
Closing balance	96,726	139,883	50,488	50,693

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

473

25LEASE LIABILITIES

Lease liabilities as of 31 December 2025 and 31 December 2024 are analyzed as following in the accompanying financial statements:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

474

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Liabilities from bank leases (long-term)	55,628	49,020	0	0
Liabilities from bank leases (short-term)	15,217	9,821	0	0
Sub-total of bank leases (a)	70,845	58,841	0	0
Liabilities from third parties leases (long-term)	23,865	10,089	37,837	861
Liabilities from third parties leases (short-term)	10,316	7,725	1,247	413
Sub-total of third parties leases (b)	34,181	17,814	39,084	1,274
Total leases (a)+(b)	105,026	76,655	39,084	1,274

The repayment period of lease liabilities is analyzed in the tables below as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Up to 1 Year	25,533	17,546	1,247	413
Between 1 - 5 Years	64,127	50,853	4,554	706
Over 5 Years	15,366	8,256	33,283	155
Total	105,026	76,655	39,084	1,274

Changes in these liabilities in 2025 and 2024 are presented below as follows:

	GROUP		COMPANY
Liabilities from leases	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Opening balance	76,655	90,811	1,274	426
Repayments of lease contracts	(26,569)	(22,609)	(2,735)	(457)
Liabilities from new contracts	52,759	36,896	40,038	1,310
Foreign exchange differences	(50)	71	0	0
Financial cost for the period (note 42)	4,220	5,005	1,045	40
Other loan interest (capitalized etc.)	0	283	0	0
Addition due to acquisition of entity	0	444	0	0
Change due to sale of entities	0	(31,856)	0	0
Termination of lease	(1,989)	(2,390)	(538)	(45)
Closing balance	105,026	76,655	39,084	1,274
Long-term liabilities from leases	79,493	59,109	37,837	861
Short-term liabilities from leases	25,533	17,546	1,247	413

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

475

26PROVISIONS FOR EMPLOYEE COMPENSATION

According to Greek labor law, each employee is entitled to a lump‐sum indemnity in case of dismissal or retirement. The amount of the indemnity depends on the length of service with the company and the employee’s wages the day he/she is dismissed or retires. Employees that resign or are justifiably dismissed are not entitled to such an indemnity.

The indemnity payable in case of retirement in Greece is equal to 40% of the indemnity calculated in case of dismissal. According to the practices in the countries where the subsidiaries of the Group are operating in, staff indemnity programs are usually not funded.

Estimates for staff indemnity liabilities were determined through an actuarial study. The following tables present an analysis of the net expenditure for the relevant provisions recorded in the consolidated Statement of Comprehensive Income for the year ended on 31 December 2025 and the change of the relevant provision accounts for staff indemnities presented in the attached consolidated Statement of financial position for the year ended on 31 December 2025.

The expense for employee compensation, recognized by the Group in the Income Statement and recorded in Cost of sales by 2,118, in administrative and distribution Expenses by 608, in the Other income/(expenses) by 11 and in the financial expenses by 101 ( 1,415, 598, 14 and 82 during the previous year) and by the Company in administrative and distribution expenses (during the closing and previous year), is analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Current service cost	2,737	2,056	65	159
Financial cost	101	86	11	12
Recognition of actuarial (profits) / losses	138	237	(21)	30
Total	2,976	2,379	55	201

The changes in the relative provisions in the Statement of Financial Position are as follows:

Balance as at 1 January	4,086	3,462	499	400
Provision recognized in Net earnings	2,837	2,142	76	171
Provision recognized in Other Comprehensive Income	138	237	(21)	30
Provision recognized in inventories	0	6	0	0
Addition due to acquisition of entities	0	64	0	0
Change due to sale of entities	0	(287)	0	0
Foreign exchange differences	(53)	29	0	0
Compensation payments	(2,125)	(1,567)	(79)	(102)
Balance 31 December	4,883	4,086	475	499

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

476

The key actuarial assumptions for the years 2025 and 2024 are as follows:

	2025	2024
Discount rate	2.80%	2.78%
Future salaries increases	2.50%	2.50%
Inflation	2.00%	2.00%
Mortality	EVK 2000	EVK 2000
Movement of salaried workers (departure under their own will)	Table 1	Table 1

Table 1
Years of Service	Leaving rate
From 0 to 1 years	1.50%
From 1 to 5 years	1.00%
From 5 to 10 years	0.50%
From 10 years and above	0.00%

The following table presents the sensitivity of the provisions for employee compensation to total comprehensive income in case of changes in certain actuarial assumptions.

	GROUP		COMPANY
	2025	2024	2025	2024
Increase in discount rate by 0.5%	(109)	(89)	(15)	(17)
Decrease in discount rate by 0.5%	114	93	16	18
Increase in expected wage growth by 0.5%	110	91	15	17
Decrease in expected wage growth by 0.5%	(108)	(88)	(15)	(16)
Increase in expected inflation by 0.5%	1	2	1	1
Decrease in expected inflation by 0.5%	(3)	(2)	(1)	(1)

27OTHER PROVISIONS

Changes in other provisions of the Group and the Company in 2025 and 2024 are as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

477

	GROUP
	Provision for major maintenance of motorways	Other provisions	Total
1st January 2025	37,513	16,118	53,631
Provision recognized in the results	61,414	2,069	63,483
Provisions used	(40,201)	0	(40,201)
Unused provisions recognized in profit	0	(1,943)	(1,943)
Foreign exchange differences	0	(162)	(162)
31st December 2025	58,726	16,082	74,808
Long-term liabilities from other provisions	12,075	12,116	24,191
Short-term liabilities from other provisions (note 30)	46,651	3,966	50,617

1st January 2024	39,942	33,049	72,991
Provision recognized in the results	38,458	4,611	43,069
Provision recognized in fixed assets	0	539	539
Provisions used	(40,887)	(687)	(41,574)
Unused provisions recognized in profit	0	(1,155)	(1,155)
Addition from company acquisition	0	576	576
Change due to sale of existing entity	0	(20,881)	(20,881)
Foreign exchange differences	0	66	66
31st December 2024	37,513	16,118	53,631
Long-term liabilities from other provisions	335	12,178	12,513
Short-term liabilities from other provisions (note 30)	37,178	3,940	41,118

The change of the account "Provision for major maintenance of motorways" which includes the contractual obligation of NEA ODOS, CENTRAL GREECE MOTORWAY S.A. and NEA ATTIKI ODOS CONCESSION S.M.S.A. to maintain the infrastructure on the basis of major maintenance planning. Moreover, in compliance with the concession agreement, the Group is under obligation to deliver the infrastructure to the concessionaire in the previously defined condition at the end of the service concession agreement.

The item “Other provisions” in the above table is analyzed as follows:

	GROUP
	31.12.2025	31.12.2024
Provisions for tax non-inspected years	3,050	3,050
Provisions for litigations	5,087	5,087
Provisions for environmental rehabilitation	2,327	2,150
Provision for loss-bearing construction contracts	4,311	4,363
Other provisions	1,307	1,468

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

478

	GROUP
	31.12.2025	31.12.2024
Total	16,082	16,118
Long-term liabilities from other provisions	12,116	12,179
Short-term liabilities from other provisions	3,967	3,940

The above tables present the analysis of provisions based on the nature of the commitment and are classified into long-term and short-term provisions.

In the above tables, a change in presentation has been made for the figures of both the current and the comparative period, specifically in relation to the reclassification of provisions for natural landscape restoration and provisions for major motorway maintenance, due to the materiality of their impact on the Group’s financial figures.

28GRANTS

The movement of grants of the Group in the Statement of financial position for the years 2025 and 2024 is as follows:

	GROUP
	2025	2024
Balance 1st January	9,007	171,648
Recognition of grants	1,627	470
Write off due to sale of tangible assets	(1,328)	0
Change due to sale of entities	0	(160,924)
Foreign exchange differences	0	33
Amortization of grants on fixed assets recognized in profit (Note 38)	(726)	(2,195)
Amortization of grants on fixed assets recognized in inventories	(31)	(25)
Balance 31st December	8,549	9,007

The Group’s grants mainly refer to those provided by the State for the development industrial/trade zones, car park stations and industrial development. The grants are amortized in accordance with the granted assets’ depreciation or utilization rates.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

479

29SUPPLIERS

The item «Suppliers» as of 31 December 2025 and 31 December 2024, in the accompanying financial statements are analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Suppliers	365,972	491,359	58,676	55,862
Checks and notes payable	1,221	2,684	0	3
Total	367,193	494,043	58,676	55,865

The change in the account compared to the previous fiscal year comes from the Group's three (3) major operating segments. The analysis of the account as of 31.12.2025 by operating segment is as follows: from the construction segment, an amount of 269,997 (31.12.2024:339,970), from the concessions segment, an amount of 36,048 (31.12.2024:42,213), from the “Electricity from thermal energy sources, trading of electric power and natural gas” segment, an amount of 45,632 (31.12.2024:97,118) and from the other operating segments of the Group, an amount of 15,516 (31.12.2024:14,742).

30ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities (long term and short term) as of 31 December 2025 and 31 December 2024 in the accompanying financial statements, are analyzed as follows:

	GROUP		COMPANY
Other long-term financial liabilities	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Liabilities from acquisition of companies	8,859	9,424	5,309	9,424
Guarantees of leased property	3,179	1,828	581	217
Other long-term financial liabilities	0	3	0	0
Total (a)	12,038	11,255	5,890	9,641

	GROUP		COMPANY
Other long-term non-financial liabilities	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Collected advances from contracts with customers	122,880	114,144	0	0
Liabilities from construction agreements	55,035	67,441	0	0
Liabilities from other contracts with customers	6,279	5,784	0	0
Total (b)	184,194	187,369	0	0

Total other long-term liabilities (a+b)	196,232	198,624	5,890	9,641

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

480

The balance of the account “Collected advances from contracts with customers” concerns mainly:

(i) advance payments from the clients for the projects of INTERNATIONAL AIRPORT OF HERAKLION CRETE amounting to 15,674 (31.12.2024: 27,891) and AMFILOCHIA ENERGY STORAGE STATION amounting to 29,842 (31.12.2024: 53,501).

(ii) collected advances from other public and private projects.

The balance in "Liabilities from construction agreements" refers to invoicing of project advances which are expected to be executed beyond the next 12 months.

	GROUP		COMPANY
Accrued and other short-term financial liabilities	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Liabilities from dividends payable and capital return	781	1,251	91	51
Liabilities to members of j/v and other associates	4,074	4,361	44	3,045
Accrued expenses	286,778	272,622	1,498	3,237
Acquisition under settlement	150	0	0	0
Liabilities from acquisition of companies	5,000	5,406	5,000	4,000
Sundry Creditors	17,428	18,819	903	1,279
Total (a)	314,211	302,459	7,536	11,612


Other short-term non-financial liabilities	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Liabilities from taxes and duties	150,442	111,197	3,161	3,520
Social security funds	15,449	11,846	531	963
Amounts allocated for capital increase	7	3	0	0
Income carried forward and other transit accounts	129	251	0	0
Provisions for loss-bearing construction contracts	3,967	3,940	0	0
Provision for major maintenance of motorways	46,651	37,179	0	0
Total (b)	216,645	164,416	3,692	4,483

Total Accrued and other short-term liabilities (a+b)	530,856	466,875	11,228	16,095

Out of the balance of account “Accrued expenses”, amount 205,599 (31.12.2024: 195,329) refers to accrued transactions in respect of electricity sale within Electricity production of the Segment of Electricity from thermal energy sources, electricity trading, and gas.

The account "Liabilities from taxes and duties" includes an amount of 69,042 (31.12.2024: 62,819), which refers to Municipal Fees and ERT (State TV) reimbursable fees from subsidiary company HERON ENERGY.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

481

31FINANCIAL DERIVATIVES

The Group and the Company financial derivatives as of 31.12.2025 and 31.12.2024 are analyzed as follows:

	GROUP
	31.12.2025	31.12.2024
Receivables from derivatives
- Hedging cash flows
Interest rate swaps (note 31.1)	121,591	48,941

- For trading purposes
Fixed for floating swap contract-(program E.NA. and VPPA's with RES producers) (note 31.3)	3,866	4,098
Natural gas futures contracts (note 31.4)	0	569
Future contract of electric energy (note 31.4)	20,475	15,329
Forward Contract on Purchase of Energy VPPA (note 31.4)	11,110	14,419
Fx Forward contract	0	933
Total	157,042	84,289
Embedded derivative according to the concession agreement (CENTRAL GREECE MOTORWAY) (note 31.2)	43,194	58,644
Total Receivables from Derivatives	200,236	142,932
- Long-term Receivables from derivatives	150,344	100,767
- Short-term Receivables from derivatives	49,892	42,165

	GROUP
Liabilities from derivatives	31.12.2025	31.12.2024
- Hedging cash flows
Interest rate swaps (note 31.1)	5,860	48,669
Interest rate swaps CENTRAL GREECE MOTORWAY (note 31.2)	43,059	60,248

- For trading purposes
Fixed for floating swap contract-(program E.NA. and VPPA's with RES producers) (note 31.3)	15,154	10,749
Natural gas futures contracts (note 31.4)	6,590	0
Future contract of electric energy (note 31.4)	1,290	6,029
Forward Contract on Purchase of Energy VPPA (note 31.4)	820	6,408
Total Liabilities from Derivatives	72,773	132,103
- Long-term liabilities from derivatives	53,163	117,944
- Short-term liabilities from derivatives	19,610	14,159

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

482

GROUP	Interest rate swaps (note 31.1)	Interest rate swaps CENTRAL GREECE MOTORWAY (note 31.2)	Embedded derivative according to the concession agreement (CENTRAL GREECE MOTORWAY) (note 31.2)	Fixed for floating swap contract-(program E.NA. and VPPA's with RES producers) (note 31.3)	Natural gas futures contracts (note 31.4)	Future contract of electric energy (note 31.4)	Forward Contract on Purchase of Energy VPPA (note 31.4)	Fx Forward contract	Total
1st January 2024	47,170	(62,286)	61,001	(9,459)	(1,755)	12,255	9,897	0	56,823
Effect valuation in Profit / (loss) (note 42)	(2,632)	0	1,042	(6,619)	2,324	(2,955)	(1,886)	933	(9,793)
Effect valuation in Other Comprehensive Income	(41,996)	2,038	0	4,477	0	0	0	0	(35,482)
(Expense)/Income recognized in Total comprehensive income from discontinued operations	662	0	0	179	0	0	0	0	841
Receipts	0	0	(3,399)	0	0	0	0	0	(3,399)
Termination in consolidation of joint entity	(2,167)	0	0	4,771	0	0	0	0	2,604
Other Movement	(764)	0	0	0	0	0	0	0	(764)
31st December 2024	272	(60,248)	58,644	(6,651)	569	9,300	8,011	933	10,829


1st January 2025	272	(60,248)	58,644	(6,651)	569	9,300	8,011	933	10,829
Effect valuation in Profit / (loss) (note 42)	2,271	0	(7,279)	(4,636)	(7,159)	9,886	2,278	(933)	(5,572)
Effect valuation in Other Comprehensive Income	113,188	17,189	0	0	0	0	0	0	130,377
Receipts	0	0	(8,170)	0	0	0	0	0	(8,170)
31st December 2025	115,731	(43,059)	43,195	(11,288)	(6,590)	19,185	10,290	0	127,464

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

483

All the aforementioned financial instruments are measured at their fair value (see Notes 4.9.6 and 4.10).

More analytically:

31.1Interest Rate Swaps

In order to manage the interest rate risk, it is exposed to, the Group has entered into forward interest rate swaps.

The objective of interest rate swaps is to offset the risk of adverse future cash flows arising from interest on loan contracts entered into as a result of activities in the concessions sector. Specifically, interest rate swaps relate to contracts whereby the variable interest rate on the loan is converted to fixed rate over the entire term of the loan, so that the Company is protected against any increase in interest rates. The fair value of these contracts was estimated by displaying the effective interest rate (euribor) curve as of 31.12.2025, throughout the time horizon of such contracts.

The total nominal value of the aforementioned contracts as at 31.12.2025 amounts to 4,161,706. On 31.12.2025, those derivatives met the requirements for cash flow hedging, in accordance with the provisions of IFRS 9. These financial liabilities are classified in the fair value hierarchy at level 2 (see Note 47).

31.2Liabilities and Receivables on derivatives of CENTRAL GREECE MOTORWAY: Derivative financial instruments and Operational Support

The Group has recognized, through the fully owned by 100% subsidiary company CENTRAL GREECE MOTORWAY S.A., a derivative obligation of interest rate swaps of 43,059 (nominal value 319,439, with commencement in year 2008 and termination in year 2036 and with interest rate 4.766% and floating euribor rate) and respectively a receivable from an embedded derivative financial asset (i.e. the part of the Operating Support Scheme covering future payments of the interest rate swaps) of 43,194. Detailed information on the Concession Agreement and the basis for recognition of the imbedded derivative receivable, since the Group (through the 100% subsidiary company CENTRAL GREECE MOTORWAY SA) has contractually transferred the risk arising from the obligation of interest rate swaps to the State, are set out in note 4.10 of the accounting policies of the annual financial statements for the period ended on 31 December 2025.

•The fair value of the financial asset/receivable from embedded derivative on 31.12.2025 of 43,194, reflects the present value from future payments on interest rate swaps (31.12.2024: 58,644). The Group has taken into account the following for discounting future flows: a) future outflows as derived from the from future loan cash outflows of CENTRAL GREECE MOTORWAY SA, approved by all parties (Lenders, State and Company), b) Government credit risk as embodied in the 10‑year Greek government bond yield curve, c) Potential time difference between Derivative Payments and Operational Support Collection. The Group, at each reporting date, reviews the financial asset for impairment. The Group assessed that there is no indication of impairment as of 31 December 2025.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

484

In each Calculation Period, from the total Operating Support income, the amount relating to payments for interest rate swaps is recognized as deductible from the financial derivative. Subsequently, any change in the valuation of the derivative is recognized in profit or loss in the period it arises This financial asset is classified at fair value hierarchy level 3 (see Note 47).

•Interest rate swaps are contracts where the variable interest rate on the loan is converted to fixed rate over the entire term of the loan so that the subsidiary is protected against any interest rate rise. These contracts meet the requirements for cash flow hedging in accordance with IFRS 9.

The fair value of these contracts was estimated by projecting the applicable, on 31.12.2025, interest rate curve (based on euribor) throughout the time horizon of the subject contracts. The fair value of the contracts amounted to 43.059. On 31.12.2025, the above derivatives met the conditions for cash flow risk hedging, in accordance with the requirements of IFRS 9. This financial liability has been classified in terms of fair value hierarchy at level 2.

The fair value of the financial asset from the embedded derivative, the change of which is presented in the Profit and Loss, reflects the present value of the future payments on the interest rate swap derivatives, the valuation of which is presented mainly in the Other Comprehensive Income. For the current period, as a consequence of the of the gradual deceleration in the six-month Euribor, the future payments of the interest rate swap derivatives decreased, a fact which contributed to the lower valuation of the liability arising from them and correspondingly, to the lower valuation of the embedded derivative asset that reflects them. Additionally, for the valuation of the embedded derivative, the borrowing rates of the Greek State are taken into account, the decrease of which in this period is not linked to any change in the credit risk of the embedded derivative. On the contrary, it is part of the general downward trend of interest rates at the European and global level, a consequence of geopolitical developments in general.

31.3Derivatives for hedging changes in energy market prices

Fixed for floating swap contract HERON EN.A program

Within 2021, the subsidiary company HERON ENERGY S.A., in cooperation with TERNA ENERGY S.A., introduced "HERON EN.A" to the Greek market. Within the financial year 2022, HERON ENERGY S.A., in collaboration with third-party RES producers, proceeded in order to enter into long-term PPA, i.e. power purchase agreements.

Within the framework of "HERON EN.A" and "HERON EN.A BUSINESS" plans and the other PPA agreements, HERON ENERGY SA collects fixed cash flows from the contracted final energy consumers, while paying to them the fluctuating cash flows (Proxy Market Revenues) collected by the Group through the RES operations of TERNA ENERGY SA that do not have an energy sale contract at a locked price. The duration of "HERON EN.A" contracts between HERON ENERGY SA and the final consumers is 20 years, with the possibility on behalf of the Company for further extension, while in the case of the program "HERON EN.A BUSINESS" the relevant contracts between the Company and large energy consumers that have the typical form of long-term virtual power purchase agreements (VPAA) have an indicative duration of around 7 to 12 years.

After the sale of TERNA ENERGY I.C.S.A. shares these derivatives do not fulfil the prerequisites for hedge accounting, because the Group is not simultaneously producer and trader of electric energy.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

485

This financial liability has been classified in terms of fair value hierarchy at level 3 (See Note 47).

31.4Future Contracts on purchase and sale of natural gas and electricity for commercial purposes

Future Contracts on purchase and sale of natural gas and electricity

The Group, through its subsidiary HERON ENERGY SA, in the context of its operation, has entered into forward contracts for the purchase and sale of natural gas and electricity for trading purposes, allowing the stabilization of the cost of buying or part of selling energy when the referred Company wishes to submit competitive offers to sell or buy energy, respectively.

This financial asset has been classified in the hierarchy of fair value at level 3 (see Note 47).

Forward Contract on Purchase of Energy VPPA

Within 2023, the subsidiary company HERON ENERGY S.A. signed a Virtual Power Purchase Agreement (VPPA) with the related company (J/V) Thermoelectric Komotini. The duration of this contract has been set at 10 years. This contract is considered a financial instrument, similar to a contract for difference (CFD), as it has been agreed to exchange the difference of cash flows on a fixed energy price and correspondingly variable energy prices.

To calculate the present value of the Virtual Power Purchase Agreement (VPPA), the discounted cash flow (DCF) method was selected. Given the lack of liquidity in the energy market as far as long-duration futures contracts were concerned, this contract is classified as Level 3 in the fair value hierarchy (see Note 47).

32SHARE CAPITAL – EARNINGS PER SHARE

On 31.12.2025 , the share capital of the Company amounted to 58,951,275.87 euros, was fully paid and divided into 103,423,291 common shares of a nominal value of 0.57 euro each. Each share of the Company entitles one vote. The share premium account on 31.12.2025 stands at 179,151.

In addition, on 31.12.2025 the Group held directly through the parent 472,447 treasury shares and indirectly through subsidiaries 1,862,066, a total of 2,334,513 treasury shares of a total acquisition value of 15,992, i.e. 2.2572% of the Share Capital (see Note 33).

Earnings per share

Basic earnings per share for the period 01.01.-31.12.2025 and the corresponding comparative period were calculated as follows:

	GROUP
(a) Basic earnings / (losses) per share (Amounts in Euro / Share)	1.1-31.12.2025	1.1-31.12.2024
Profit / (Losses)
Net gains / (losses) attributable to the shareholders of the parent for basic earnings per share (Amounts in Euro)
-from continuing operations	139,006	24,800
-from discontinued operations	0	793,583

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

486

	GROUP
(a) Basic earnings / (losses) per share (Amounts in Euro / Share)	1.1-31.12.2025	1.1-31.12.2024
Number of Shares
Average Weighted Number of Common Shares Used to Calculate Basic Earnings / (Losses) Per Share	100,118,333	98,944,739
Basic earnings / (losses) per share (Amounts in Euro / Share)
-from continuing operations	1.38842	0.25064
-from discontinued operations	0.00000	8.02046
Total	1.38842	8.27110

Basic earnings per share were calculated applying the weighted average number of common shares, subtracting the weighted average number of treasury shares. No adjustments have been made to earnings (numerator). Finally, no diluted earnings per share are effective for the Group and the Company for the period ended on 31.12.2025 and the respective comparative period.

Dividend distribution

By the decision of the Ordinary General Meeting of the Company's shareholders on 11.06.2025, the distribution of a dividend from the earnings of the financial year 2024 was approved, amounting in total to EUR 41,369,316.40, i.e. EUR 0.40 per share. The dividend was paid to the shareholders within July 2025.

33RESERVES

The reserves of the Group and the Company for the years 2025 and 2024, in the accompanying financial statements, are analyzed as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

487

GROUP	Statutory reserves	Treasury Shares	Reserves from fair value difference of assets through Other Comprehensive Income	Differences from cash flows risk hedges reserves	Reserves from patricipating interest in other comprehensive income of associates and joint ventures	Reserves of foreign currency translation differences from incorporation of foreign operations	Development and tax legislation reserves	Share based payments reserves and other reserves	Total
1st January 2024	42,912	(74,424)	53,009	126,833	(10,247)	(1,513)	529,435	8,935	674,938
Earnings from other comprehensive income	0	0	4,659	(23,353)	(115)	(5,028)	0	(205)	(24,042)
Formation of reserves	5,654	0	0	0	(1)	0	16,858	(5)	22,506
Refund of Share Capital	0	730	0	0	0	0	0	0	730
Acquisition of treasury shares	0	(7,186)	0	0	0	0	0	0	(7,186)
Share based payments	0	0	0	0	0	0	0	24,436	24,436
Disposal of treasury shares	0	55,541	0	0	0	0	0	(6,909)	48,632
Transfers to minority interest and other changes	0	0	(59,199)	0	0	0	0	(4,933)	(64,132)
Termination in consolidation of joint entity	(21,465)	0	492	4,263	0	(4,997)	(53,156)	1,858	(73,005)
31st December 2024	27,101	(25,339)	(1,039)	107,743	(10,363)	(11,538)	493,137	23,177	602,879

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

488


1st January 2025	27,101	(25,339)	(1,039)	107,743	(10,363)	(11,538)	493,137	23,177	602,879
Earnings from other comprehensive income	0	0	(277)	96,898	2,396	513	0	(107)	99,423
Formation of reserves	12,722	0	0	0	0	0	4,888	0	17,610
Acquisition of treasury shares	0	(6,735)	0	0	0	0	0	0	(6,735)
Share based payments	0	0	0	0	0	0	0	3,260	3,260
Disposal of treasury shares	0	16,082	0	0	0	0	0	0	16,082
Transfers to minority interest and other changes	0	0	(61)	0	0	0	0	0	(61)
31st December 2025	39,823	(15,992)	(1,377)	204,641	(7,967)	(11,025)	498,025	26,330	732,458

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

489

COMPANY	Statutory reserves	Treasury Shares	Reserves from fair value difference of assets through Other Comprehensive Income	Differences from cash flows risk hedges reserves	Reserves from patricipating interest in other comprehensive income of associates and joint ventures	Reserves of foreign currency translation differences from incorporation of foreign operations	Development and tax legislation reserves	Share based payments reserves and other reserves	Total
1st January 2024	7,007	(58,176)	53,122	0	0	0	38,472	6,664	47,089
Earnings from other comprehensive income for the year	0	0	4,867	0	0	0	0	(42)	4,825
Refund of Share Capital	0	151	0	0	0	0	0	0	151
Acquisition of treasury shares	0	(7,187)	0	0	0	0	0	0	(7,187)
Share based payments	0	0	0	0	0	0	0	23,585	23,585
Disposal of treasury shares	0	55,541	0	0	0	0	0	(6,909)	48,632
Transfers/Other	0	0	(59,199)	0	0	0	0	0	(59,199)
31st December 2024	7,007	(9,671)	(1,210)	0	0	0	38,472	23,298	57,896

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

490

1st January 2025	7,007	(9,671)	(1,210)	38,472	23,298	57,896
Earnings from other comprehensive income for the year	0	0	(277)	0	16	(261)
Formation of reserves	12,643	0	0	0	0	12,643
Acquisition of treasury shares	0	(17,913)	0	0	0	(17,913)
Share based payments	0	0	0	0	3,260	3,260
Disposal of treasury shares	0	16,083	0	0	0	16,083
Transfers/Other	0	0	(61)	0	0	(61)
31st December 2025	19,650	(11,501)	(1,548)	38,472	26,574	71,647

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

491

Statutory Reserves

In compliance with the Greek Law, companies shall transfer at least 5% of their annual net profits to a statutory reserve until such reserve equals 1/3 of the paid-up share capital. This reserve cannot be distributed but can be used for loss write off.

Development and tax legislation reserves

These reserves relate to profits that have not been taxed at the effective tax rate according to the applicable tax framework. Such reserves will be taxable at the tax rate applicable at the time of their distribution to the shareholders or their transfer to equity under specific circumstances.

The reserves in question also include reserves of 2 motorway concessions. In particular, under the provisions of Article 36.1.7 of the Concession Agreement, the companies NEA ODOS and CENTRAL GREECE MOTORWAY S.A. amortize the total investment cost for tax purposes, including the cost of interests within the Period T1. The portion of the State Financing Facility, corresponding to the construction cost for the fiscal year and in particular, to the amortizations accounted for, is deducted from the amortizations in question as a proportion of the capital grant used (as Article 36.1.2 of the Concession Agreement). The amount of the proportion of the capital grant used as above is transferred to the account of tax exempted reserves. In the event the reserves are distributed, the State Financing Facility will be taxed at the tax rate applicable at the time of distribution to the shareholders. Within the current year, the aforementioned reserves increased by 4,788.

Cash flows hedging reserves

Cash flow hedging reserves are used to record profit or losses on derivative financial instruments, which may be designated as cash flow hedges and recognized in Other Total Comprehensive Income. When the transaction to which the hedging relates affects the statement of total comprehensive income, then the corresponding amounts are also transferred from the other Total Comprehensive Income to the statement of income. During the financial year 2025, the Group recorded an increase in these reserves due to derivative gain amounting to 130,377 (loss 35,482 in financial year 2024), which after taxes and the deduction of non-controlling interest amounted to gain 96,898 (loss 23,353 in financial year 2024). The total reserves on 31.12.2025 amounts to a credit balance of 204,641 (see detailed Note 31).

Treasury shares

On 31.12.2024 the Company directly held 794,215 treasury shares, i.e. a percentage of 0.7679% with an acquisition value of 9,671,126.27 euros. Within the financial year 2025, the Company acquired 790,732 treasury shares for an amount of 17,912,993.94 euros, i.e. a percentage of 0.7646%, while, in the context of a bonus share plan, it granted 1,112,500 shares with a total value of 16,081,632.5 euros. On 31.12.2024 the subsidiary TERNA S.A. held 1,695,231 shares in GEK TERNA. During the financial year 2025, the said subsidiary disposed of 450,000 GEK TERNA shares with an acquisition cost of 3,154,320.05 euros and consequently, as at the end of 2025, it holds 1,245,231 GEK TERNA shares with a total acquisition cost of 8,728,571.35 euros, representing 1.2040% of the share capital. The subsidiary ILIOCHORA S.A. holds 616,835 GEK TERNA shares, i.e. 0.5964% of the share capital, with an acquisition cost of 3,751,325 euros.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

492

In the context of the above corporate actions, on 31.12.2025 GEK TERNA S.A. owned directly and indirectly through its subsidiaries a total of 2,334,513 treasury shares, i.e 2.2572%% of the share capital with a total acquisition value of 15,993,850.79 euros.

Share-based Payments

Bonus Share Plan of the Company

The Board of Directors, at its meeting of 18.01.2024, in implementation of the aforementioned decision of the General Meeting of Shareholders, accepted the recommendation of the Nomination and Remuneration Committee, the terms of implementation of the Programme, as well as the Criteria - Objectives of the Programme (relating to the fulfilment of market-related objectives e.g. Increase in share price but also non-market related objectives such as e.g. targets for the commencement of specific concessions, construction of projects, EBITDA, debt service, etc.), as well as in relation to the allocation of shares per Criteria - Objectives. Following the evaluation of relevant terms and conditions of the plan, the grant date of the plan to the beneficiaries was considered to be 01.10.2024.

Within the financial year 2025, the Group assessed the achievement of specific performance goals of the program and allocated 1,112,500 treasury shares to the beneficiaries.

In summary, the changes recorded in the bonus shares plan is as follows:

	GROUP		COMPANY
	2025	2024	2025	2024
	Number of shares	Number of shares	Number of shares	Number of shares
1st January	3,600,000	0	3,600,000	0
Bonus Shares vested and exercised	(1,112,500)	0	(1,112,500)	0
Shares from new bonus issue	0	3,600,000	0	3,600,000
31st December	2,487,500	3,600,000	2,487,500	3,600,000
Bonus Shares vested and not exercised	1,417,500	1,125,000	1,417,500	1,125,000
Bonus shares to be vested	1,070,000	2,475,000	1,070,000	2,475,000

The cost arising from the valuation of the bonus Share Plan for the Group and the Company is analyzed as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

493

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Expense of stock options exercised	0	1,707	0	2,900
Expense of bonus shares valuation	19,342	23,585	13,179	16,071
Total	19,342	25,292	13,179	18,971

34INCOME TAX – DEFERRED TAX

The tax rate for legal entities in Greece both for the year 2025 and for the year 2024 after the enactment of Law 4799/2021 which amended par. 1, no. 58 of Law 4172/2013 is set at 22%.

The effective tax rate differs from the nominal. The calculation of the effective tax rate is affected by several factors, the most important of which are non‐exemption of specific expenses, depreciation rates differences, arising between the fixed asset’s useful life and the rates defined under CL 4172/2013, and the ability of companies to generate tax‐exempted discounts and tax‐exempted reserve.

(a) Income Tax Expense

Income tax in the Statement of comprehensive income is analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Current tax	88,802	48,857	2,415	622
Tax adjustments of previous years	(5,503)	(163)	2	0
Adjustments for tax audit differences	112	(116)	0	0
Total	83,411	48,578	2,417	622
Deferred tax expense/(income)	(37,108)	(13,179)	3,306	1,376
Total income tax expense/(income)	46,303	35,399	5,723	1,998

	GROUP		COMPANY
	31.12.2025	1.1-31.12.2024	31.12.2025	31.12.2024

Profit before income tax expense from continued operations	182,902	53,084	195,142	873,423
Nominal tax rate	22%	22%	22%	22%
Income tax expense/(income) from continued operations based on the nominal tax rate	40,238	11,678	42,931	192,153

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

494

	GROUP		COMPANY
	31.12.2025	1.1-31.12.2024	31.12.2025	31.12.2024
Results not included in the calculation of tax	8,312	10,428	(32,916)	(197,807)
Adjustments of tax of previous years and additional taxes	(5,508)	(69)	2	95
Difference in taxation of foreign companies	(520)	(301)	0	0
Write-off/(Offsetting) of tax losses	26,218	10,144	(1,438)	1,706
Adjustments for tax audit differences	112	(116)	0	0
Taxable differences of previous years for which no deferred tax has been recognized	(149)	0	0	0
Effect of net temporary tax differences for which no deferred tax has been recognized	(23,578)	4,449	(2,856)	5,851
Taxation of reserves	8,132	0	0	0
Effect of participating in net results of associates and joint venture	(6,954)	(814)	0	0
Income tax expense	46,303	35,399	5,723	1,998

Tax return statement is submitted on an annual basis but declared profits or losses remain provisional until the tax authorities inspect the taxpayer’s books and records and issue an audit report. The Group annually estimates any contingent liabilities, expected to arise from the audit of past years, making relevant provisions where appropriate. Information on the unaudited tax years is listed in Notes 5 and 49.1 of the Financial Statements.

Global Minimum Tax – Pillar II

In 2024, Law 5100/2024 was enacted in Greece, incorporating into Greek legislation the EU Council Directive 2022/2523, which ensures a global minimum tax rate of 15% starting in 2024, in accordance with the OECD's Pillar II Global Anti-Base Erosion (GloBE) rules. These rules concern multinational corporate groups and large-scale domestic groups with annual revenues of 750 mn euros or more. Under this legislation, a supplementary tax may arise for any difference between the actual effective tax rate calculated based on GloBE anti-base erosion rules per jurisdiction/country and the minimum rate of 15%. The process involves evaluating the existence of safe harbors in the countries where the Group operates. From the calculations and given the limited scope of the Group's activities in foreign countries, there is no material impact on the Group's tax liability.

(b) Deferred Tax

Deferred income tax is calculated on all the temporary tax differences between the book value and the tax basis of the assets and liabilities.

A deferred tax asset is recognized for the transferred tax losses to the extent that a respective tax benefit can be realized via future taxable profit.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

495

It is noted that a deferred tax asset amounting to 275,811 (31.12.2024: 296,891) has been recognized in the particular part of the tax losses where according to the Management their offsetting against future taxable earnings is relatively certain over the next 5-year period. The above Deferred Tax Asset on the recognized losses for taxation purposes, includes a deferred tax asset for an amount of 273,797 (31.12.2024: 295,803 in relation to the reported tax losses of NEA ODOS SA and CENTRAL GREECE MOTORWAY SA, which mainly derive from performing accelerated amortization charges in the construction cost of the Projects. These tax losses based on the provisions of the Concession Agreements offset future earnings without any time limit (meaning that the limit of the 5-year period is not required).

From the approved Financial Models of the particular companies, it is demonstrated that until the end of the concession period, meaning until 2037, there will be taxable earnings, which can be offset against the accumulated tax losses.

The Group offsets deferred tax assets and obligations, when there is an effective legal right to offset the current tax assets against current liabilities provided that the deferred taxes relate to the same tax authority. The offset amounts in 31.12.2025 and 31.12.2024 for the Group and the Company are analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024*	31.12.2025	31.12.2024
Deferred tax assets	97,431	88,432	0	0
Deferred tax liabilities	(88,067)	(87,619)	(20,607)	(17,392)
Net deferred asset/ (liability)	9,364	813	(20,607)	(17,392)

* The figures of the Group for the comparative period 31.12.2024 were adjusted due to the finalization of the PPA of the acquired companies (see Note 7.1).

The change of the net deferred tax asset / (liability) in the Statement of Financial Position is analyzed as follows:

	GROUP		COMPANY
	31.12.2025	31.12.2024*	31.12.2025	31.12.2024
Net deferred tax asset / (liability)	9,364	813	(20,607)	(17,392)

Opening Balance	813	(40,892)	(17,392)	(14,631)
Addition due to acquisition of entities	0	(5,677)	0	0
Change due to sale of entities	0	35,319	0	0
(Expense)/Income recognized in Total comprehensive income from discontinued operations	0	(7,562)	0	0
(Expense)/Income recognized in net earnings	37,108	13,179	(3,306)	(1,376)
(Expense)/Income recognized in Other comprehensive income	(28,557)	6,487	91	(1,385)
Foreign Exchange Differences	0	(41)	0	0
Closing Balance	9,364	813	(20,607)	(17,392)

* The figures of the Group for the comparative period 31.12.2024 were adjusted due to the finalization of the PPA of the acquired companies (see Note 7.1).

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

496

Deferred taxes (assets and liabilities) in 2025 and 2024 are analyzed as follows:

	GROUP
Deferred tax	01.01.2025*	Acquisition, sale of a Subsidiary	Statement of Profit or loss (Debit)/Credit	Other comprehensive income (Debit)/Credit	Foreign exchange differences	31.12.2025
Investment property	(2,397)	0	41	0	0	(2,356)
Tangible and Intangible Assets	(222,357)	0	23,192	0	0	(199,165)
Investments	(20,715)	0	(4,006)	96	0	(24,625)
Contract Assets/Contract Liabilities	(55,808)	0	32,420	0	0	(23,388)
Recognized tax losses	296,891	0	(21,080)	0	0	275,811
Financial Assets - Concessions	(37,779)	0	4,802	0	0	(32,977)
Other non-current liabilities	832	0	(828)	0	0	4
Provision for staff indemnities	784	0	149	30	0	963
Derivatives	(2,380)	0	3,021	(28,683)	0	(28,042)
Trade receivables	17,819	0	(4,799)	0	0	13,020
Other Provisions	16,476	0	(1,638)	0	0	14,838
Lease Contracts	471	0	603	0	0	1,074
Other	8,976	0	5,231	0	0	14,207
Total	813	0	37,108	(28,557)	0	9,364

	GROUP

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

497

Deferred tax	01.01.2024	Acquisition, sale of a Subsidiary	Statement of Profit or loss (Debit)/Credit	Other comprehensive income (Debit)/Credit	Foreign exchange differences	31.12.2024*
Investment property	(1,847)	0	(550)	0	0	(2,397)
Tangible and Intangible Assets	(296,318)	49,570	24,443	0	(52)	(222,357)
Investments	(11,695)	(6,402)	(1,427)	(1,191)	0	(20,715)
Contract Assets/Contract Liabilities	(48,614)	(1,121)	(6,073)	0	0	(55,808)
Recognized tax losses	316,506	(3,130)	(16,485)	0	0	296,891
Financial Assets - Concessions	(36,109)	792	(2,462)	0	0	(37,779)
Other non-current liabilities	5,562	(5,527)	791	0	6	832
Provision for staff indemnities	643	(60)	148	53	0	784
Derivatives	(12,491)	(568)	2,873	7,806	0	(2,380)
Trade receivables	16,083	0	1,736	0	0	17,819
Other Provisions	22,490	(4,173)	(1,845)	0	4	16,476
Lease Contracts	1,829	(1,388)	29	0	1	471
Other	3,069	1,649	4,276	(18)	0	8,976
Total	(40,892)	29,642	5,454	6,650	(41)	813

* The figures of the Group for the comparative period 31.12.2024 were adjusted due to the finalization of the PPA of the acquired companies (see Note 7.1).

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

498

	COMPANY
Deferred tax	01.01.2025	Statement of Profit or loss (Debit)/Credit	Other comprehensive income (Debit)/Credit	31.12.2025
Investment property	(7)	(221)	0	(228)
Tangible and Intangible Assets	(345)	329	0	(16)
Investments	(20,405)	(3,831)	96	(24,140)
Contract Assets/Contract Liabilities	(778)	778	0	0
Provision for staff indemnities	110	(1)	(5)	104
Trade receivables	126	5	0	131
Lease Contracts	1	88	0	89
Other	3,906	(453)	0	3,453
Total	(17,392)	(3,306)	91	(20,607)

	COMPANY
Deferred tax	01.01.2024	Statement of Profit or loss (Debit)/Credit	Other comprehensive income (Debit)/Credit	31.12.2024
Investment property	106	(113)	0	(7)
Tangible and Intangible Assets	(335)	(10)	0	(345)
Investments	(17,814)	(1,217)	(1,374)	(20,405)
Contract Assets/Contract Liabilities	(1,070)	292	0	(778)
Recognized tax losses	2,199	(2,199)	0	0
Provision for staff indemnities	88	15	7	110
Trade receivables	121	5	0	126
Other Provisions	1,227	(1,227)	0	0
Lease Contracts	2	(1)	0	1
Other	845	3,079	(18)	3,906
Total	(14,631)	(1,376)	(1,385)	(17,392)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

499

35TURNOVER

Company’s turnover of years 2025 and 2024 in the accompanying financial statements is analyzed as follows:

	COMPANY
	1.1-31.12.2025	1.1-31.12.2024
Revenues from Operation and Maintenance Services	119,089	132,933
Revenues from real estate exploitation	3,693	3,288
Revenues from operation of ticket system	3,306	2,747
Administrative Support Revenues and Other Revenues	11,762	4,830
Total	137,850	143,798

Group’s turnover of years 2025 and 2024 in the accompanying financial statements is analyzed as follows:

Revenues from contracts with customer per segment
	GROUP
1) Revenues from contracts with customer per segment	1.1-31.12.2025	1.1-31.12.2024
Revenues from construction services’ segment
Infrastructure Projects– Motorways - Airport	1,101,339	815,661
Industrial –Energy	496,735	382,310
Other services of construction services’ segment	43,167	23,285
Total	1,641,241	1,221,256

Revenues from real estate segment
Revenues from real estate exploitation segment	5,559	4,644
Total	5,559	4,644
Revenues from concession exploitation segment
Revenues from motorways’ tolls	445,688	254,531
Revenue from the operation of waste management plants	23,378	21,013
Revenues from operation of ticket system	24,264	31,018
Other services from concession exploitation segment	44,607	30,921
Total	537,937	337,483
Revenues from industry segment
Sales of industrial products - quarries	26,104	24,296
Total	26,104	24,296
Revenues of the Electricity sector from thermal energy sources, electricity trading, and gas
Production of electric energy	270,915	278,902
Trading of electric energy and gas	1,356,548	1,378,805

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

500

Revenues from contracts with customer per segment
	GROUP
1) Revenues from contracts with customer per segment	1.1-31.12.2025	1.1-31.12.2024
Other revenues	12,448	3,477
Total	1,639,911	1,661,184
Revenues from Holding segment and other presented operating segments
Other revenues of Holding segment	4,616	998
Total	4,616	998
Total	3,855,368	3,249,861

	GROUP
2)The analysis of turnover from contracts with customers at the time of income recognition is analyzed as follows:	1.1-31.12.2025	1.1-31.12.2024

Transfer of goods and services at a specific time	2,204,856	2,023,327
Services rendered with the passage of time	1,650,512	1,226,534
Total	3,855,368	3,249,861

3) The backlog of Group’s construction contracts amounts to 6,553 million euro on 31.12.2025 (see Note 49.2). The predicted execution course of backlog is analyzed as follows: (a) Euro 2,126 million in 2026, and b) Euro 4,427 million for a period until 2030.

4) The turnover breakdown for the period by country and by operating segment is presented below:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

501

	GROUP
	1.1-31.12.2025
	Greece	Balkans	Other regions	Total
Revenue of Construction Segment	1,578,633	62,603	5	1,641,241
Revenue of Real Estate Segment	5,559	0	0	5,559
Revenue of Concessions Segment	537,938	0	0	537,938
Revenue of Industry Segment	12,300	57	13,747	26,104
Revenue of Electricity from thermal energy and ΗΡ trading	1,413,673	220,314	5,923	1,639,910
Revenue of Holding and other presented operating segments	4,616	0	0	4,616
Total	3,552,719	282,974	19,675	3,855,368

	GROUP
	1.1-31.12.2024
	Greece	Balkans	Other regions	Total
Revenue of Construction Segment	1,185,033	35,925	296	1,221,254
Revenue of Real Estate Segment	3,042	1,603	0	4,645
Revenue of Concessions Segment	337,484	0	0	337,484
Revenue of Industry Segment	8,884	67	15,345	24,296
Revenue of Electricity from thermal energy and ΗΡ trading	1,486,649	172,349	2,186	1,661,184
Revenue of Holding and other presented operating segments	998	0	0	998
Total	3,022,090	209,944	17,827	3,249,861

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

502

36COST OF SALES - ADMINISTRATIVE AND DISTRIBUTION EXPENSES - RESEARCH AND DEVELOPMENT EXPENSES

The cost of sales for the years 2025 and 2024 in the accompanying financial statements, is analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Cost of sales electricity, gas, construction material consumption, and other consumption	1,893,121	1,883,501	259	1,896
Cost of CO2 Emission Rights	51,956	47,283	0	0
Employee remuneration	182,408	137,483	14,599	20,210
Fees and expenses of third parties	867,413	571,506	83,400	80,236
Other third-party expenses	2,308	1,990	6,371	6,275
Leases	30,288	24,733	70	86
Insurance costs	23,205	17,348	5,403	5,832
Repairs-Maintenance expenses	15,543	13,553	678	2,297
Taxes-duties	7,214	10,132	124	142
Promotion and advertising expenses	449	351	67	36
Transportation and travel expenses	34,177	23,441	960	1,613
Provisions	61,350	41,075	0	0
Depreciation	224,445	113,990	3,556	1,966
Commissions and other financial expenses	12,810	13,194	660	618
Other	14,523	13,129	1,134	1,621
Total	3,421,210	2,912,709	117,281	122,828

The account "Cost of sales electricity, natural gas and inventory consumption" mainly includes the costs of purchasing electricity and natural gas of the segment "Electricity from thermal energy sources, trading of electric power and natural gas" recorded a significant decrease following the corresponding trend in energy market sales prices.

In the account “Employee remuneration” a significant increase was recorded, arising from the growth in the number of the Group’s employees. Additionally, in the account "Fees and expenses to third parties" recorded a significant increase attributed to the construction sector of the Group. Finally, in the account "Depreciation" also saw a notable increase, primarily due to the initial inclusion of depreciation expenses from the new subsidiary company, NEA ATTIKI ODOS CONCESSION S.M.S.A. for the entire period of 2025 compared to the fourth quarter of 2024, when it was acquired.

The account "Provisions" mainly includes provisions for major maintenance of the motorway concession companies NEA ODOS S.A. and CENTRAL GREECE MOTORWAY S.A.

Administrative and distribution expenses for the years 2025 and 2024 in the accompanying financial statements are analyzed as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

503

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Employee remuneration	22,806	19,350	2,359	2,327
Fees and expenses of third parties	29,228	21,914	2,792	3,122
Share based payments (note 33)	19,342	25,293	13,179	18,971
Remuneration of BoD	3,170	2,511	1,227	1,160
Other third-party expenses	1,447	1,842	24	31
Leases	672	440	120	102
Insurance costs	4,178	2,933	68	17
Repairs - Maintenance	398	434	17	44
Taxes - Duties	2,769	4,702	285	1,116
Promotion and advertising expenses	14,550	13,428	4,259	3,075
Transportation and travel expenses	3,445	3,589	463	404
Depreciation	5,769	6,537	244	234
Other	9,849	7,427	1,113	516
Total	117,623	110,400	26,150	31,119

The decrease in the account “Share based payments”, relates to lower cost provision in connection with GEK TERNA’s free share allocation plan compared to the previous year (see note 33 for details).

Research and Development expenses for the years 2025 and 2024 in the accompanying financial statements are analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Employee remuneration	12	35	0	0
Fees and expenses of third parties	2,422	5,911	843	3,443
Other third party expenses	1	0	0	0
Leases	120	100	0	0
Insurance Premiums	4	4	0	0
Repairs - Maintenance	1	5	0	0
Taxes - Duties	4	5	0	0
Transportation and travel expenses	48	53	1	0
Depreciation	137	198	0	0
Other	481	580	11	175
Total	3,230	6,891	855	3,618

Research and development expenses mainly relate to costs of tenders for construction projects.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

504

37 AUDITORS’ FEES

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Total	1,130	1,275	242	153

The above fees relate to all Group companies and are related to the statutory audit, tax audit and other permitted services provided by all audit firms.

For the year ended on December 31, 2025, the fees related to permitted non-audit services (excluding statutory and tax audit services) of the audit company that conducts the audit of the separate and consolidated financial statements amount to 74 (2024: 69) for the Group and to 17 (2024: 17) for the Company.

It is noted that during the year 2025, services amounting to 170 were provided to the Company in connection with the conduct of a special audit, as part of the issuance of the 500 mn euros Common Bond Loan (see Note 24). These fees have been recognized as a deduction from the related loan liability, as issuance costs.

38OTHER INCOME/(EXPENSES)

Other income/ (expenses) for the period, in the accompanying financial statements in the years 2025 and 2024 are analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Other income
Amortization of grants on fixed assets	726	275	0	0
Operational support income of Motorway Concession	22,237	32,357	0	0
State’s indemnities towards Motorway Concession companies	32,646	18,753	0	0
Income from insurance and legal indemnities	1,745	2,278	411	100
Foreign exchange differences on payments	0	121	0	0
Recovery of impairments of fixed, intangible assets, right of use assets and goodwill	77	872	1	0
Recovery of impairments of inventories	11	3,355	0	0
Recovery of impairments of assets	15,451	937	10	0
Recovery of other provisions	0	458	0	0
Gains from valuation of Investment Property	634	6,591	44	1,257
Earnings from elimination of liabilities	5,325	664	0	0
Other revenue	14,696	14,035	3,214	2,095
Total other income	93,548	80,696	3,680	3,452

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

505

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024


Other Expenses
Depreciation not included in the cost	(1,605)	(1,819)	0	0
Operational support expense of Motorway Concession	(53,330)	(57,557)	0	0
Expenses related to insurance indemnities	0	0	0	(2)
Foreign exchange differences on payments	(1,101)	0	0	(2)
Impairments/Write off of fixed, intangible assets, right of use assets and goodwill	(3,666)	(45,844)	0	0
Impairments/Write off of inventories	(270)	(9,813)	0	0
Impairments/Write off of receivables	(34,369)	(19,262)	(22)	(10)
Loss from valuation of Investment Property	(855)	(4,697)	(71)	(801)
Other expenses	(13,943)	(11,980)	(3)	(1)
Total other expenses	(109,139)	(150,972)	(96)	(816)

Total other income/(expenses)	(15,591)	(70,276)	3,584	2,636

The change in the item “Other income/(expenses)” is mainly due to the significantly lower impairment losses recognized by the Group during the financial year 2025 in the accounts “Impairments/Write off of fixed, intangible assets, right of use assets and goodwill” and “Impairments/Write off of inventories”, compared to the comparative financial year 2024, in relation to TERNA Lefkolithoi S.A.

The amounts recorded in the accounts “Recovery of impairments of assets” and “Impairments/Write off of receivables” primarily arise from the activities of HRON ENERGIAKI S.A.

The account “State’s indemnities towards Motorway Concession companies”, include the respective indemnities for loss of revenue for the year 2025 of the subsidiaries NEA ODOS S.A. and CENTRAL GREECE MOTORWAY S.A., due to State Responsibility Events, namely: (a) toll stations that were not put into operation during the first and second half of 2025 and (b) agricultural mobilizations that took place at the end of 2025.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

506

39PROFIT/(LOSSES) FROM SALE OF PARTICIPATIONS AND SECURITIES

Profits/ (losses) from sale of participations and securities in the accompanying financial statements for the years 2025and 2024, are analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Profit / (loss) from disposal of subsidiaries	7,583	(1,433)	14,703	852,598
Profit / (loss) from disposal of securities and other Equity interests	1,662	0	1,662	0
Total	9,245	(1,433)	16,365	852,598

In the account “Profit/(Loss) from disposal of subsidiaries” of the corporate and consolidated financial statements, the profit resulting from the sale of 100% of the shares of the company ERGA YPODOMIS EVROZONIKOTITAS S.A. to Hellenic Telecommunications Organization S.A. (OTE Group), has been recognized, while at the level of the separate financial statements of GEK TERNA, they are presented in the account “Profit/(Loss) from disposal of subsidiaries”, together with the profit from the sale of a 10% of the shares of the company NEA ATTIKI ODOS CONCESSION S.A. to the company LATSCO DIRECT INVESTMENTS CYPRUS LIMITED.

40GAINS/(LOSSES) FROM VALUATION OF INTERESTS AND SECURITIES

Gains / (Losses) from valuation of interests and securities, for the financial years 2025 and 2024, in the accompanying financial statements, are analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Profit / (loss) from valuation of financial assets at fair value through profit and loss	15,555	5,532	14,765	5,532
Loss /reverse of loss from valuation on interest in subsidiaries (Note 12)	0	0	2,200	(29,501)
Loss/reverse of loss from valuation on interest in joint ventures (Note 14)	0	0	(133)	0
Total	15,555	5,532	16,832	(23,969)

In the account “Profit/(loss) from valuation of financial assets at fair value through profit and loss”, the separate financial statements, the gain arising from the valuation of the trading portfolio of investments and securities held by GEK TERNA has been recognized.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

507

41GAINS / (LOSSES) FROM PARTICIPATIONS AND OTHER EQUITY INSTRUMENTS

Gains / (Losses) from participations and other equity instruments, for the financial years 2025 and 2024, in the accompanying financial statements, are analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Dividends and capital return of subsidiaries	0	0	159,554	64,955
Dividends from participations in affiliated companies	0	0	4,146	0
Dividends from participations in joint ventures	0	0	766	150
Dividends from other investments	1,545	4,246	720	3,136
Total	1,545	4,246	165,186	68,241

The amount of 159,554 recorded under the account “Dividends and capital return of subsidiaries” is analyzed as follows: 110,812 from HRON ENERGIAKI S.A., 40,000 from TERNA S.A., 8,164 from GEK TERNA MOTORWAYS S.M.S.A., and 578 from HST S.A. Furthermore, the amount of 4,146 recorded under the account “Dividends from participations in affiliated companies” is derived 2,828 from OLYMPIA ODOS S.A. and 1,318 from OLYMPIA ODOS OPERATION S.A.

42FINANCIAL INCOME/(EXPENSES)

Financial income/ (expenses) for years 2025 and 2024, are analyzed as follows in the accompanying financial statements:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Deposit interest	21,976	21,068	15,929	15,958
Loan interest	8,734	6,926	20,367	10,179
Finance income from lease contracts	593	256	0	0
Financial instruments swaps services income	26,872	18,239	0	0
Income from unwinding of long-term receivables	8,175	6,599	0	0
Other financial income	265	650	0	195
Total financial income	66,615	53,738	36,296	26,332

Interest and expenses of short-term loans	(3,904)	(8,122)	(2,163)	(742)
Interest and expenses of long-term loans	(205,013)	(122,871)	(32,011)	(31,436)
Finance cost from lease contracts	(4,220)	(3,826)	(1,045)	(40)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

508

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Financial instruments swaps services expenses	(9,165)	(3,952)	0	0
Commissions and Other financial expenses	(11,439)	(13,717)	(1,466)	(6,430)
Total financial expenses	(233,741)	(152,488)	(36,685)	(38,648)

Net interest income/(expenses)	(167,126)	(98,750)	(389)	(12,316)

Gains from derivatives financial instruments measured at fair value	39,822	13,698	0	0
Losses from derivatives financial instruments measured at fair value	(45,393)	(23,493)	0	0
Derivatives valuation results (note 31)	(5,571)	(9,795)	0	0

Net financial income/(expenses)	(172,697)	(108,545)	(389)	(12,316)

The change in the Group's Net financial income/(expenses) is mainly affected by the change in the account “Interest and expenses of long-term loans” and is mainly due to the increase in financial costs, which is related to the bank debt of the subsidiary company NEA ATTIKI ODOS CONCESSION S.A. The subsidiary company commenced its operation on 06.10.2024, which justifies the change compared to the first half of 2024.

43PAYROLL COST

Payroll cost expenses in 2025 and 2024 are analyzed as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Wages and related employee benefits	163,564	125,096	14,394	18,573
Social security fund contributions	40,175	30,830	2,499	3,804
Provision for employee indemnities	2,737	2,027	65	159
Remuneration of quasi-personnel	60,821	48,445	1,139	1,007
Total	267,297	206,398	18,097	23,543

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

509

At the end of the closing period, the Group employed 6,149 people worldwide and the Company 424. Respectively, at the end of the previous year, the Group employed 5,419 people worldwide and the Company 753. The change in the number of personnel of the Group is mainly due to the increase observed in the personnel in the construction sector and the establishment of new companies. With regard to the Company, the decrease of the personnel is due to the transfer within 2025 of part of the operation and maintenance of the motorways NEA ODOS S.A. and CENTRAL GREECE MOTORWAY S.A. from the parent company to the subsidiary company GEK SERVICES S.M.S.A.

The change in payroll cost for the Group is related to the increase in the construction activity of the subsidiary TERNA S.A.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

510

44TRANSACTIONS WITH RELATED PARTIES

The transactions of the Company and the Group with related parties for the period ended 31.12.2025 and 31.12.2024, as well as the balances of receivables and liabilities arising from such transactions as of 31.12.2025 and 31.12.2024 are as follows:

Period 31.12.2025	GROUP						COMPANY
Related party	Revenue	Purchases	Debit Balances	Credit Balances	Inflows / (Outputs) from Loans	Capital Inflow / (Outflow)	Revenue	Purchases	Debit Balances	Credit Balances	Inflows / (Outputs) from Loans	Capital Inflow / (Outflow)
Subsidiaries	0	0	0	0	0	0	316,188	74,339	640,245	58,964	(229,455)	155,905
Joint Ventures	369,324	59,053	281,149	69,792	(69,510)	3,670	6,725	96	58,103	360	(50,889)	2,207
Other Associates	69	25	1,196	2	(96)	0	67	24	1,196	2	(96)	0

Period 31.12.2024
Year 31.12.2024	GROUP						COMPANY
Related party	Revenue	Purchases	Debit Balances	Credit Balances	Inflows / (Outputs) from Loans	Capital Inflow / (Outflow)	Revenue	Purchases	Debit Balances	Credit Balances	Inflows / (Outputs) from Loans	Capital Inflow / (Outflow)
Subsidiaries	0	0	0	0	0	0	211,566	52,558	381,001	85,246	(157,155)	551,823
Joint Ventures	170,139	19,105	121,736	89,194	(39,026)	83,037	1,020	0	4,286	0	(3,324)	49,365
Other Associates	819	2,127	2,951	297	(29)	6	108	16	1,282	11	(29)	6

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

511

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

512

The above table does not include a transaction amounting to 11,178 relating to the acquisition of 450,000 treasury shares held by the subsidiary TERNA S.A. from the parent company GEK TERNA.

Transactions with related parties take place under the same terms effective for transactions with third parties. The balances with related parties at the end of the financial year are unsecured and non-interest bearing. They are expected to be settled in the near future with cash.

Transactions and remuneration of the Board of Directors members and senior executives: The remuneration of the Board of Directors members and senior executives of the Group and Company, recognized for the periods ended on 31.12.2025 and 31.12.2024, as well as the balances of receivables and liabilities that have emerged from such transactions on 31.12.2025 and 31.12.2024 are as follows:

	GROUP		COMPANY
	1.1-31.12.2025	1.1-31.12.2024	1.1-31.12.2025	1.1-31.12.2024
Remuneration for services rendered	8,886	7,559	710	531
Remuneration of employees	4,594	3,926	1,367	1,230
Remuneration for participation in Board meetings	1,239	1,237	1,222	1,160
Share based payments	19,342	25,292	13,179	18,971
Total	34,061	38,014	16,478	21,892

	31.12.2025	31.12.2024	31.12.2025	31.12.2024
Liabilities	484	476	52	58
Receivables	323	260	12	13

45RISK MANAGEMENT POLICIES AND PROCEDURES

The Group is exposed to multiple financial risks such as market risk (volatility in exchange rates, interest rates, market prices etc.), credit risk and liquidity risk. The risk management plan aims to eliminate the negative effect of these risks on financial results of the Group as these effects arise from uncertainty in financial markets and the changes in costs and sales. The risk management policy is applied by the financial services of the Group.

The procedure followed is as follows:

➢evaluation of risks related to Group’s activities and operations,

➢planning the methodology and selecting the necessary financial products for decreeing the risk and

➢execution/application, in accordance with the approved procedure by the management, of the risk management plan.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

513

The financial instruments of the Group are mainly deposits in banks, short-term financial products of high liquidity traded in the money market, trade debtors and creditors, loans to and from associates, shares, dividends payable, liabilities arising from leasing and derivatives.

45.1Foreign Exchange Risk

Euro is the functional currency of the parent company and the reporting currency of the Group.

Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will be 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 functional 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 through branches and companies in Greece and the Balkans and thus it may be exposed to foreign exchange risk. The Group’s current foreign operations concern construction projects, real estate development and development of production of electricity.

Regarding the construction projects in the Balkans: the contractual receivables, liabilities to basic suppliers (cement, iron products, asphalt, cobble, skids etc.) and sub-contractors are realized in euro and thus the exposure to foreign exchange risk is limited. Moreover, the Bulgarian lev (BGN) has a fixed exchange rate against euro. Development of real estate in the Balkans is mainly realized by the Group’s construction companies and thus it is exposed to the same foreign exchange risk as the aforementioned construction companies. Sales (and receivables), are performed in euro and thus the exposure to foreign exchange risk is limited.

Trading electric power in other countries such as Serbia and North Macedonia, where the local currency fluctuates in relation to euro and may lead to foreign exchange translation differences and exposure to foreign exchange risk from the fluctuations of the exchange rate of the Serbian dinar (RSD), the dinar of North Macedonia (MKD) and the Albanian lek (ALL) against Euro.

The following table presents the financial assets and liabilities in foreign currency:

	2025
(amounts in euro)	RON	ALL	MKD	AED	QAR	BHD	IQD	SAR	USD	LYD	PLN	RSD
Financial assets	726	91	10,711	626	115	3,606	124	506	22,215	505	30	842
Financial liabilities	(1,579)	(364)	(2,436)	(441)	(522)	(259)	(1,089)	(13)	(3,875)	(2)	(3)	(2,479)
Total current assets	(853)	(273)	8,275	185	(407)	3,347	(965)	493	18,340	503	27	(1,637)

Financial assets	52	0	2,958	6	9	2	9	0	19,582	0	0	4,072
Financial liabilities	0	0	0	0	0	0	0	0	(125)	0	0	(27)
Total non-current assets	52	0	2,958	6	9	2	9	0	19,457	0	0	4,045

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

514



	2024
(amounts in euro)	RON	ALL	MKD	AED	QAR	BHD	IQD	SAR	USD	LYD	PLN	RSD
Financial assets	100	352	3,969	511	68	5,304	1	677	14,734	653	46	4,161
Financial liabilities	(210)	(328)	(36,083)	(380)	(875)	(295)	(21)	(142)	(56,390)	(2)	(3)	(5,069)
Total current assets	(110)	24	(32,114)	131	(807)	5,009	(20)	535	(41,656)	651	43	(908)

Financial assets	2	0	5,970	11	10	3	10	0	1,404	0	0	616
Financial liabilities	0	0	0	0	0	0	0	0	(314)	0	0	(9)
Total non-current assets	2	0	5,970	11	10	3	10	0	1,090	0	0	607

The following table presents the sensitivity of Net Earnings as well as other comprehensive income to fluctuations of exchange rates through their effect on financial assets and liabilities. For BGN currency we did not examine the sensitivity as it maintains a stable exchange rate against euro. For all other currencies, we examined the sensitivity at a change of +/- 10%.

The table presents the effects of the +10% change. The effects of the -10% change are represented by the opposite amount.

	2025
	RON	ALL	MKD	AED	QAR	BHD	IQD	SAR	USD	LΥD	PLN	RSD
Effect on Net earnings	0	0	0	(3)	0	0	0	(10)	(1,569)	0	0	0
Effect on other comprehensive income	79	25	(1,134)	32	41	(378)	208	(38)	(1,886)	(50)	0	(541)


	2024
	RON	ALL	MKD	AED	QAR	BHD	IQD	SAR	USD	LΥD	PLN	RSD
Effect on Net earnings	0	0	0	1	0	0	0	0	3,436	0	0	0
Effect on other comprehensive income	11	5	2,601	28	79	(533)	112	(53)	(468)	(65)	0	(299)

To manage this category of risk, the Group’s Management and financial department make sure that the largest possible part of receivables (income) and liabilities (expenses) are realized in euro or in currencies pegged to euro (i.e. the Bulgarian lev, BGN) or in the same currency in order to be matched against each other.

45.2Interest Rate Risk Sensitivity Analysis

The Group’s policy is to minimize its exposure to cash flows interest regarding long-term financing. On 31.12.2025, 21.6% of the Group's total debt refer to fixed rate loans, 72.4% refer to floating rate loans that are covering by cash flow hedges against changes in interest rates, while 6% refer to floating interest rate loans based on euribor or wibor on case basis.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

515

The following table presents the sensitivity of net profit for the year towards a reasonable change in interest rates (on receivables and liabilities) amounting to +/-20% (2024: +/- 20%), on the variable part of the interest rate (e.g. Euribor 6M). The changes in interest rates are estimated to be normal in relation to current market conditions.

	2025		2024
	20%	-20%	20%	-20%
Net earnings after income tax (from interest bearing liabilities)	(1,164)	1,164	(1,951)	1,951
Net earnings after income tax (from interest earning assets)	333	(333)	1,115	(1,115)

The Group is not exposed to other interest rate risks or price risk of securities whose price is traded on a financial market.

45.3Credit Risk

The credit risk exposure of the Group is limited to financial assets, which are as follows:

	31.12.2025	31.12.2024
Receivables from derivatives	200,236	142,932
Cash and cash equivalents	1,693,461	1,517,445
Loans and receivables	1,607,469	1,616,845
Total	3,501,166	3,277,222

The Group continuously monitors its receivables, either separately or per group and encompasses any differences in its credit risk. In cases when deemed necessary, external reports related to current or potential customers are used.

The Group is not exposed to significant credit risk from trade receivables. This is attributed to - on one hand- to the Group’s policy which is focused on the cooperation with reliable clients and - on the other - to the nature of the Group’s operations.

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

With respect to the subsidiary HRON ENERGEIAKI S.A., the subsidiary is exposed to credit risk from end customers arising from the sale of electricity and natural gas. Credit risk management within this Group begins at onboarding, where the subsidiary has established procedures to assess the creditworthiness of new customers prior to acceptance. Subsequently, monitoring to ensure the collectability of receivables is continuous. Where necessary, appropriate provisions are established to mitigate potential adverse effects. In addition, to further secure collectability, measures have been

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

516

implemented to issue monthly bills based on estimated monthly consumption, so that, upon issuance of the settlement bill in the fourth month of consumption, there is no significant outstanding balance to be settled. It should be noted that, at the commencement of the relationship with customers who have not activated a standing order, a deposit equivalent to the indicative cost of one month’s consumption is required.

Furthermore, the Company has entered into a credit insurance policy with Allianz, through which credit limits are secured for B2B customers. In the event of non-payment by these customers, the outstanding amounts are covered by the insurer, thereby reducing the related credit risk

It is to be noted, however, that there are some delays in payments by the public sector and the companies controlled by it.

Credit risk in respect of 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 business Groups.

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

45.4Liquidity risk

The Group manages its liquidity needs by closely monitoring its long-term financial liabilities and daily payments. The liquidity needs are monitored in different time-zones daily and weekly as well as in a rolling 30 day period. The liquidity needs for the coming 6 months and the coming year are estimated on a monthly basis.

The Group maintains cash and deposits in banks in order to cover its liquidity needs for periods up to 30 days. The capital for long-term liquidity needs is disbursed from time-deposits of the Group. The maturity of financial liabilities on December 31st, 2025 is analyzed as follows:

	0 to 12 months	1 to 5 years	Over 5 years	Total
Long-term borrowing	329,863	1,265,601	4,326,677	5,922,141
Liabilities from leases	25,533	64,127	15,366	105,026
Liabilities from derivatives	19,610	38,955	14,208	72,773
Other long-term financial liabilities	0	12,038	0	12,038
Short-term borrowing	96,726	0	0	96,726
Suppliers	367,193	0	0	367,193
Accrued and other short‐term financial liabilities	314,211	0	0	314,211
Total	1,153,136	1,380,721	4,356,251	6,890,108

The respective maturity of financial liabilities for December 31st, 2024 was as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

517

	0 to 12 months	1 to 5 years	Over 5 years	Total
Long-term borrowing	265,892	1,528,299	2,873,661	4,667,852
Liabilities from leases	17,546	50,853	8,256	76,655
Liabilities from derivatives	14,159	45,391	72,553	132,103
Other long-term financial liabilities	0	11,255	0	11,255
Short-term borrowing	139,883	0	0	139,883
Suppliers	494,043	0	0	494,043
Accrued and other short‐term financial liabilities	302,459	0	0	302,459
Total	1,233,982	1,635,798	2,954,470	5,824,250

The above contractual maturities reflect the gross cash flows, which may differ from the book values of liabilities as of the balance sheet date.

45.5Other Risks and uncertainties

Given the new circumstances shaped by geopolitical changes, the contradictory decisions of the U.S. on major issues (Ukraine, Middle East, equipment) and inflationary pressures and considering that the Group has no activities in Russia, Ukraine and the Middle East, the Group's outlook and prospects remains positive in the medium and long term. The reasons are: a) The retained investment-grade rating - for the Greek economy by leading international rating agencies, including the upgrade by Moody’s to “Baa3” in March, which translates into increased inflows of investment capital with more favorable borrowing terms required for investments, b) investments with long-term returns in the form of Concessions and PPPs, c) the significant signed and pending construction contracts to be executed, d) the increase in the participation rates of electricity produced in the Greek economy using natural gas, as well as the market share in electricity trading and e) the increase of energy storage facilities.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

518

46PRESENTATION OF FINANCIAL ASSETS AND LIABILITIES PER CATEGORY

Financial assets as well as financial liabilities the end of the reporting period can be classified as follows:

	31.12.2025
Financial Assets	Amortised cost	Fair value through profit or loss	Fair value through other comprehensive income	Total
Listed shares and Mutual funds	0	48,342	0	48,342
Investments in securities	0	0	6,118	6,118
Financial assets from concessions	80,394	0	0	80,394
Other long-term receivables	201,266	0	0	201,266
Receivables from derivatives	0	78,646	121,591	200,236
Trade and other receivables	1,325,809	0	0	1,325,809
Cash and cash equivalents	1,693,461	0	0	1,693,461
Total	3,300,930	126,988	127,709	3,555,626

	31.12.2024
Financial Assets	Amortised cost	Fair value through profit or loss	Fair value through other comprehensive income	Total
Listed shares and Mutual funds	0	31,654	0	31,654
Investments in securities	0	0	5,944	5,944
Financial assets from concessions	85,486	0	0	85,486
Other long-term receivables	119,832	0	0	119,832
Receivables from derivatives	0	93,991	48,941	142,932
Trade and other receivables	1,411,527	0	0	1,411,527
Cash and cash equivalents	1,517,445	0	0	1,517,445
Total	3,134,290	125,645	54,885	3,314,820

	31.12.2025
Financial Liabilities	Amortised cost	Fair value through profit or loss	Fair value through other comprehensive income	Total

Long-term borrowing	5,922,141	0	0	5,922,141
Other long-term liabilities	12,038	0	0	12,038
Trade and other liabilities	681,404	0	0	681,404
Short-term borrowing	96,726	0	0	96,726
Liabilities from leases	105,026	0	0	105,026
Liabilities from derivatives	0	23,854	48,919	72,773
Total	6,817,335	23,854	48,919	6,890,108

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

519

	31.12.2024
Financial Liabilities	Amortised cost	Fair value through profit or loss	Fair value through other comprehensive income	Total
Long-term borrowing	4,667,852	0	0	4,667,852
Other long-term liabilities	11,255	0	0	11,255
Trade and other liabilities	796,502	0	0	796,502
Short-term borrowing	139,883	0	0	139,883
Liabilities from leases	76,655	0	0	76,655
Liabilities from derivatives	0	23,186	108,917	132,103
Total	5,692,147	23,186	108,917	5,824,250

47FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

Financial assets and financial liabilities measured at fair value in the Group’s Statement of Financial Position are classified under the following 3 level hierarchy in order to determine and disclose the fair value of financial instruments per valuation technique:

•Level 1: Investments that are valued at fair value based on quoted (unadjusted) prices in active markets for comparable assets or liabilities.

•Level 2: Investments that are valued at fair value, using valuation techniques for which all inputs that significantly affect the fair value, are based (either directly or indirectly) on observable market data.

•Level 3: Investments that are valued at fair value, using valuation techniques, in which the data that significantly affects the fair value, is not based on observable market data.

The Group’s financial assets and liabilities measured at fair value on 31.12.2025 and 31.12.2024 are classified in the aforementioned levels of hierarchy as follows:

		31.12.2025
Financial Assets	Level 1	Level 2	Level 3	Total
Listed shares (Financial assets at fair value through results)	35,830	12,122	0	47,952
Mutual Funds (Financial assets at fair value through results)	390	0	0	390
Investments in securities	0	0	6,118	6,118
Receivables from derivatives	0	121,591	78,646	200,236
Total	36,220	133,713	84,764	254,697
Financial Liabilities
Liabilities from derivatives	0	48,919	23,854	72,773
Total	0	48,919	23,854	72,773
Net fair value	36,220	84,793	60,910	181,924

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

520


		31.12.2024
Financial Assets	Level 1	Level 2	Level 3	Total
Listed shares (Financial assets at fair value through results)	20,977	9,881	0	30,858
Mutual Funds (Financial assets at fair value through results)	796	0	0	796
Investments in securities	0	0	5,944	5,944
Receivables from derivatives	0	49,874	93,058	142,932
Total	21,773	59,755	99,002	180,530
Financial Liabilities
Liabilities from derivatives	0	108,917	23,186	132,103
Total	0	108,917	23,186	132,103
Net fair value	21,773	(49,162)	75,816	48,427

During the period ended on 31.12.2025 there were no transfers of amounts between the hierarchy levels.

Valuations at fair value through Level 3

Changes in financial instruments classified in Level 3 of the Group for the financial year ended on 31.12.2025 and financial year 2024 are presented as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

521


	1.1-31.12.2025		1.1-31.12.2024
	Investments in securities	Derivatives	Investments in securities	Derivatives	Contingent consideration from acquisition of assets
Opening balance	5,944	69,872	103,550	71,939	(22,131)
Receipts	0	(8,170)	0	(3,399)	0
Additions	953	0	21,025	0	0
Reductions	(407)	0	(7)	0	2,090
Finance cost	0	0	0	0	(785)
Transfer from/(to) Participations in associates	0	0	(120,841)	0	0
Change due to sale of entities (see Note 7.1)	0	0	(3,928)	4,771	20,826
Effect valuation in Profit / (loss)	0	(6,910)	0	(8,095)	0
Profit /(loss) in Other Comprehensive Income	(372)	0	6,145	4,477	0
(Expense)/Income recognized in Total comprehensive income from discontinued operations	0	0	0	179	0
Closing balance	6,118	54,792	5,944	69,872	0

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

522

With regard to the above analysis, the amount of 54,792 (31.12.2024: 69,872) pertains to the value of embedded derivative and the value of derivatives hedging the risk from electric energy and natural gas prices, receivable of 78,646 (31.12.2024: 93,058) and the liability of 23,854 (31.12.2024: 23,186).

Assets of level 3 are related to investments in non-listed companies with participation less than 20% (Note 21) and assets from embedded derivatives (Note 31). These financial instruments are analyzed as follows:

	Fair value of fin.instruments 31.12.2025	Fair value of fin.instruments 31.12.2024	Fair value calculation method	Other Information
Embedded Derivative	43,194	58,644	Discount of future cash flows	The following data was used for the discounting: - Estimated flows for the period 2026 - 2036 43 million euro. - Average interest rates for the period 2026-2036 2,74% - Average Discount Factor for the period 2026 - 2036 0.85
Future contract of electric energy and natural gas	11,598	11,228	Discount of future cash flows	Discounted forward market values applied
OTHER INVESTMENTS	6,118	5,944	Equity method at fair values	Fair value of equity on 31.12.2025
Total	60,910	75,816

Level 2 financial assets and liabilities pertain to risk hedging derivatives. These financial instruments are analyzed as follows:

	Fair value of fin.instruments 31.12.2025	Fair value of fin.instruments 31.12.2024	Fair value calculation method	Other Information
Receivables / (Obligations) from Interest Rate Swap Derivatives (IRS)	72,671	(59,043)	Valuation by financial institutions combined with an internal valuation using interest rate curves
Listed shares (Financial assets at fair value through results)	12,122	9,881	Equity method at fair values
Total	84,793	(49,162)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

523

The carrying amounts of the following financial assets and liabilities approximate their fair value due to their short-term nature:

•Trade and other receivables

•Cash and cash equivalents

•Suppliers and other liabilities

48CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The objectives of GEK TERNA Group regarding the management of its capital are as follows:

➢To ensure the Group’s ability to continue as a going-concern, and

➢To ensure satisfactory capital structure and returns for the shareholders.

The Group defines the level of capital in proportion to the risk of its activities, it monitors the developments of the economic environment and their effect on the risk characteristics, and it manages the capital structure (relation of debt to equity) with the adjustment of the amount and maturity of debt, the issue of new shares or the return of capital to shareholders, with the adjustment of the dividend and the sale of individual or a group of assets.

For this purpose, the management monitors the financial leverage of the Group on the basis of the ratio, Adjusted Net Debt/(Surplus)/Total Capital Employed. “Adjusted Net Debt/(Surplus)” is defined as the aggregate of Short-Term Loans, Long Term Loans, Bank lease liabilities and Long term liabilities payable during the next financial year, minus the amount of cash and cash equivalents which are not subject to any limitation in use or to any commitment. The “Total Capital Employed” is defined as the aggregate of Total Equity, Total bank debt, 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 at the end of 2025 and 2024 was as follows:

	GROUP
	31.12.2025	31.12.2024
Adjusted Net Debt / (Surplus) (Note 6) (a)	4,296,784	3,258,494
Total bank debt (Note6)	6,089,712	4,866,576
Total equity	2,047,806	1,772,221
Grants (Note28)	8,549	9,007
Sub total (b)	8,146,067	6,647,804
Less:
Cash and cash equivalents (Note 23)	(1,693,461)	(1,517,445)
Blocked bank deposit accounts (Note 6, 20)	(99,467)	(90,637)
Sub total (c)	(1,792,928)	(1,608,082)

Total Capital Employed (b+c)=(d)	6,353,139	5,039,722

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

524

Adjusted Net Debt (Surplus) / Total Capital Employed (a)/(d)

67.63%

64.66%

49CONTINGENT LIABILITIES AND ASSETS

49.1Tax unaudited years

The tax obligations of the Group are not definitive as there are unaudited tax years, which are analyzed in Note 5 to the Financial Statements for the year ended on 31.12.2025.

For the unaudited tax years it is possible that additional taxes and surcharges can be imposed at the time when they are examined and finalized. The Group makes an annual estimate of the contingent liabilities that are expected to arise from the tax audit of past years, making relevant provisions were deemed necessary. The Group has made provision for unaudited tax years of 3,050 (31.12.2024: 3,050). The unaudited years per Group company are analytically presented in Note 5. The Management considers that in addition to the provisions made, any tax amounts that may arise will not have a material impact on equity, profit or loss and cash flows of the Group and the Company.

Pursuant to the relevant tax provisions of: a) paragraph 1 of article 84 of Law 2238/1994 (unaudited income tax cases), b) paragraph 1 of article 57 of Law 2859/2000 (unaudited VAT cases) and c) par. 5 of article 9 of Law 2523/1997 (imposition of fines for income tax cases), the State's right to impose the respective taxation for the years up to and including 2019 has time elapsed until 31.12.2025, , with the reservation of special or exceptional provisions that may provide for a longer lapse period and under the conditions specified by such provisions.

In addition to the above, in the absence of a statute of limitations and lapse in the Code of Laws on Stamp Duties, the relevant claim of the State for imposition of stamp duties is subject to the twenty-year statute of limitations and lapse in accordance with the article 249 of the Civil Code for cases created up to the fiscal year 2013. From 01.01.2014 and after the entry into force of Law 4174/2013, the statute of limitations and lapse for the imposition of stamp duty is limited to 5 years, given that the procedures for imposing and collecting the stamp duty are now part of the provisions of Tax Procedures Code.

Tax Compliance Certificate

For the fiscal years 2011 to 2016, the Group’s companies that were subject to the mandatory special tax audit, in accordance with the provisions of paragraph 5 of article 82 of Law 2238/1994 and article 65A, paragraph 1 of Law 4174/2013, received the Tax Compliance Certificate without any material discrepancies arising. From the fiscal year 2017 onwards, the implementation of the special tax audit and the issuance of the Tax Compliance Certificate became optional. The Group’s Management opted to include the parent company and a specific number of subsidiaries in this optional audit process. For the fiscal years 2017 to 2024, the majority of the Group’s companies have obtained the relevant Tax Compliance Certificate. It should be noted that, pursuant to circular POL. 1006/2016, companies subject to the special tax audit are not exempt from the possibility of a regular tax audit by the competent tax authorities.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

525

Regarding the Group companies in Greece that are subject to the aforementioned tax audit, the special tax audit for the year 2025 is in progress and the relevant tax certificates are to be issued after the publication of the annual Financial Statements 31.12.2025. The Tax Certificate will be obtained upon its final submission by the Certified Auditors to the pertinent tax authorities. At the end of the tax audit, the Management does not expect significant tax liabilities to incur other than those recorded and reflected in the Group's and Company's financial statements.

It should be noted that, according to the issues mentioned in the Circular POL. 1192/2017, the right of the State for a tax charge up to and including the year 2019 has lapsed unless the specific provisions on 10-year, 15-year and 20-year limitation periods apply.

49.2 Commitments from construction contracts

The backlog of the construction contracts of the Group on 31.12.2025 amounts to 6.6 billion euros (31.12.2024: 4.1 billion euros). Under these commitments, the Group has issued letters of guarantee totaling 1,914 million euros (31.12.2024: 1,314 million euros).

49.3Litigations

The Company and its consolidated companies are involved (in their capacity as defendant and plaintiff) in various court cases in the context of their normal operation. In particular, in the case of legal proceedings against the Group for accidents at work that occurred during the execution of construction works, it is noted that the Group is insured against accidents at work and, therefore, no significant burden is expected to arise from the potentially adverse outcome of such court cases.

The Group makes provisions in the financial statements for outstanding legal cases when it is probable that an outflow of resources will be required to settle the obligation and that the amount can be estimated reliably. In this context, the Group has recognized as of 31.12.2025 provisions of 5,087 (31.12.2024: 5,087) for litigations (see Note 27).

The Management, as well as legal consultants, consider that outstanding cases are expected to be settled without significant adverse effects on the consolidated financial position of the Group or the Company, or the results of their operation apart from the provision already made for litigations.

Client claims against Joint Venture “SIEMENS A.G. - AKTOR S.A. - TERNA S.A.” in which the Group participates and the counterpart claim of the Joint Venture

On 29.12.2015, the Hellenic Railways Organization ("OSE") filed a litigation to the Piraeus Court of Appeal against the joint venture under the title SIEMENS A.G. - AKTOR S.A. - TERNA S.A., whose member is a subsidiary of the Issuer, TERNA S.A.

The legal dispute arose from the project “Renovation of a railway line and manufacture of signaling electrification, - telecommunication in the part of Piraeus - Athens - Three bridges - SKA - Acharnes / Three bridges - Ano Liossia (connection to SKA – Korinthos High Speed Railway Line)", whose contractor was the aforementioned joint venture, following the decision made by OSE on the final cessation of operations and termination of no. 994/2005 project implementation agreement.

OSE demands that the joint venture should pay the amount of 22,062 plus interest as from 05.12.2014, otherwise from 31.12.2015, as unduly paid, on the ground that this amount does not correspond to a contractual benefit that OSE received from the joint venture. In particular, based on the

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

526

aforementioned litigation, this amount constitutes a deviation, on the one hand between the work invoiced by the joint venture SIEMENS A.G. - AKTOR S.A. - TERNA S.A. and paid by OSE to the joint venture and on the other hand, the revised (by OSE) final measurement of the conducted work and the project.

In addition, a payment of Euro 624 plus interest is requested as from 01.09.2011, otherwise from 31.12.2015, which corresponds to the unamortized part of the prepayment that had been paid to the joint venture contractor of the project, in the context of its implementation.

The hearing of the case had been initially scheduled for 21.09.2017, however, after cancellations and postponements, was rescheduled for 05.12.2019, when it was also cancelled. It has already been rescheduled for hearing on 18.03.2021 and was postponed for the hearing of 17.03.2022 which was also postponed for the new hearing date which is expected on 19.10.2023, where it was canceled. Subsequently, the Joint Venture filed a motion for the designation of a new hearing date before the Court of Appeals of Piraeus, which set for May 8, 2025 and was postponed to 19.02.2026, on which date it was subsequently cancelled. Following the filing of the relevant summons, a new hearing date has been set for 17.09.2026.

At a stage prior to the aforementioned OSE litigation, the joint venture contractor of the project and the companies participating in it, as of 30.03.2012 have filed an appeal against OSE and against the final measurement of the project so that it should be revised. This appeal, initially rejected by the Piraeus Court of Appeal for formal reasons, was again referred to the five-member Piraeus Court of Appeal under no. 1038/2017 decision of the Supreme Court published on 16.06.2017. The above appeal was heard, after being postponed, on 17.01.2019 and the decision no. 330/2020 was issued which refers to hearing the said appeal at the Piraeus Court of Appeal in a three-member court panel.

Following the above, the Consortium (Joint Venture) filed a relevant summons for determination of a hearing date before the Piraeus Court of Appeal under a three-member composition and a hearing was set for 17.03.2022, where it was discussed and the decision No. 346/2022 was issued, which according to its mandate accepts partially the above appeal and cancels: a) the presumed implicit rejection by the Minister of Transport and Networks as of the 27.11.2011 application for treatment of the applicants against the decision 4766/25.08.2011 of the Board of Directors of the defendant – O.S.E. S.A., by which their applicants' objection from 30.06.2011 and with protocol number OSE - DIPAR 1845763 was rejected, b) the above decision of the Board of Directors of O.S.E. S.A. 4766/25.08.2011, by which the objection of the applicants dated 30.06.2011 and with protocol number OSE - DIPAR 1845763 was rejected and c) the act with protocol number 1845244/16.06.2011 of the Managing Service of the project entitled “Railway Renovation and Construction of Electrical Motion – Signaling – Remote Control – in the Section Piraeus – Athens – Treis Gefyres – SKA Acharnes / Treis Gefyres – Ano Liosia – Connection with S.Y.T. SKA – Korinthos”, which corrected the Final Measurement of this from 20.04.2011, as regards: a) the reduction of the contractually determined works performed, which also include those of articles 1NT/2, 1NT/9, 1NT /10, 1NT/16, 1NT/20, 1NT/21, 1NT/24, 1NT25/1, 1NT25/5, 1NT25/6, 1NT25/7, 1NT25/12 and 1NT25/15, b) in the materials on site and c) in the new works of articles 2NT/1, 2NT/18, 2NT/32, 2NT/33, 2NT/34, 2NT/35, 2NT/36 and 2NT/37, in order to accept the Final Measurement, as submitted by the contracting consortium towards OSE S.A., with regard to the above (a) contractually determined works that were performed and curtailed, which also include those of articles 1NT/2, 1NT/9, 1NT/10, 1NT/16, 1NT/20, 1NT/21, 1NT/24, 1NT25/1, 1NT25/5, 1NT25/6,

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

527

1NT25/7, 1NT25/12 and 1NT25/15, b) materials on site and c) new works of articles 2NT/1, 2NT/ 18, 2NT/32, 2NT/33, 2NT/34, 2NT/35 2NT/36 and 2NT/37.

Following the above decision of the Court, the contractor submitted to OSE S.A. a document with the subject: "Submission of the 67th Certification of Completed Works" for the project. With the letter numbered 9034826/31.08.2022 of the Managing Service Dept., the alleged "67th Certification" was returned with the reasons mentioned therein. Against the above-mentioned act under the number 9034826/31.08.2022 of the Managing Service Dept., the contractor legally filed its objection dated 15.09.2022. Also, the Contractor similarly requested in a relevant letter the return of the letters of guarantee of good performance and advance payment. With its letter numbered 9034926/31.08.2022, the Managing Service Dept. responded negatively to the return of the guarantees, with the reasons mentioned therein. Against the above-mentioned act No. 9034926/31.08.2022 of the Managing Service Dept., the Contractor legally filed its objection dated 15.09.2022. The Managing Service Dept. forwarded its suggestions on the objections, from 16.09.2022, of the contractor against the letters of the Managing Service Dept. where the 67th invoice was returned and also against the non-return of the guarantee letters of the project respectively, on time, to the competent “Technical Council for Construction Projects and Studies of Supervised Bodies” of the General Secretariat of Infrastructure of the Ministry of Infrastructure and Transport, in order to issue its opinion before the issuance of a Decision by the competent ruling Body on the objections, in accordance with article 174 of Law 4412/16, as amended by article 87 of Law 4782/21.

On 09.12.2022 the Minister of Infrastructure and Transport (as the competent ruling body) with the decision numbered 395361, partially accepts the Contractor's objection as of 16.09.2022 against the letter numbered 9034826/31.08.2022 of the Managing Service Dept., with which the 67th Account of the project was returned. In view of the above, ultimately the Managing Service without delay and in full compliance with the final court decision number 346/2022 of the Piraeus Court of Appeal should:

a) draw up and competently submit for approval, a Protocol for the Regulation of Unit Prices for New Works, which will be approved as soon as possible by the Supervisory Authority.

b) carry out the redrafting and approval of the analytical measurements (to the extent required due to compliance with the final court decision), as well as the final measurement.

c) draw up and submit for approval, a Summary Table of Works for the subsequent liquidation of the contractor consideration, which will be approved as soon as possible by the Supervisory Authority.

Appropriate actions should also be taken for the temporary and final acceptance of the project, according to the above rationale.

Also, on 09.12.2022 the Minister of Infrastructure and Transport with the decision number 395306, accepts the objection from 16.09.2022 of the Contractor Joint Venture against the letter numbered 9034926/31.08.2022 of the Managing Service Dept., by virtue of which the project's letters of guarantee are not returned and articulates the following view: "….As it can be observed from the elements and data of the project’s file, the amount recognized by the Managing Service Dept. as being payable to the contractor, according to the corrected Final Measurement, exceeds the amount of the letters of guarantee and therefore they should be returned, since there is no reason to continue withholding the letters of guarantee and furthermore since this is not deemed necessary in order to safeguard the interests of the project owner. At the same time the return of the letters is also in

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

528

accordance with the final and immediately enforceable decision under number 346/2022 of the Piraeus Court of Appeal".

It is noted that: a) the contractor joint venture, with regard to its requests which were rejected as indefinite according to the decision under no. 346/2022 of the Piraeus Court of Appeal, filed an appeal from 13.09.2022 before the Piraeus Court of Appeal where a trial date of was set for 15.02.2024, which it was postponed for 20.03.2025 but was ultimately canceled. Following the filing of a new summons, a hearing was set for 19.02.2026 and following a further adjournment, rescheduled for 19.11.2026 and b) OSE S.A. filed an appeal in the country’s Supreme Court against the decision under no. 346/2022 of the Piraeus Court of Appeal. The contractor joint venture scheduled the aforementioned annulment application for a trial date on 01.12.2025 and following a relevant adjournment, a new hearing date was set for 25.01.2027.

There were processes and contacts among the parties following the aforementioned decisions of the Minister of Infrastructure and Transport, which due to the tragic train accident in Tempi were suspended.

In addition, we note that on 07.03.2024 two (2) appeals of OSE S.A. were presented to the contracting consortium before the Administrative Court of Appeal of Piraeus against the respective decisions of the Minister of Infrastructure and Transport (as mentioned above). The hearing of the above has been postponed to 09.10.2024. The contractor joint venture filed and served, respectively, the supplementary interventions dated 27.09.2024, in favor of maintaining the validity of the aforementioned decisions of the Minister of Infrastructure and Transport, the hearing of which has been scheduled for 10.06.2026.

Arbitration dispute between the joint venture J&P AVAX – TERNA J.V. - MEDITERRANEAN CITY OF DREAMS and ICR Cyprus Resort Development Co Ltd

In the year 2025, the joint venture of J&P AVAX S.A. and TERNA S.A. under the name "J&P AVAX – TERNA J.V. - MEDITERRANEAN CITY OF DREAMS" (the "Joint Venture"), which had undertaken the construction of the «City of Dreams Mediterranean Integrated Casino Resort», in Limassol, Cyprus, continued the arbitration proceedings against the project owner, the company ICR Cyprus, through the LCIA (London court of international arbitration) for the satisfaction of the claims it maintains against ICR, regarding, on the one hand, damages caused due to the incomplete planning on the part of the project owner and the numerous changes to the project design, which were issued throughout its construction and on the other hand, the significant delay in the completion of the project and the consequent increase in costs due to the extension of its execution period, as well as the increases in the prices of materials and the costs of the project, as a result of the energy crisis, Covid and the conflict in Ukraine.

Within the framework of this procedure, the joint venture Cyprus Avax S.A.-Terna S.A., in which the Company holds a 60% stake, submitted on April 26, 2025, to the competent Arbitration Court its statement of claims. Of these claims, the quantified portion amounts to 53.05 mn euros, while there are also numerous claims that, at this stage, cannot be quantified. However, this will be done to the extent that the underlying cause of these claims is accepted by the competent Arbitration Court.

On 16 August 2025, ICR filed, according to information from the Joint Venture’s lawyers, a counter statement calling for claims against the Consortium estimated at 52 mn euros. The above amount also

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

529

included an amount of 31.5 mn euros already paid by the Consortium. The above amount was paid in order to avoid the adverse consequences, namely the forfeiture of letters of guarantee against the Consortium. It is noted that the payment of the above amount has been made by the Joint Venture with an explicit reservation against ICR.

The hearing of the current arbitration, which was initially scheduled to commence on 28 September 2026, was postponed to 4 October 2027. Furthermore, the two opposing parties entered into a “mediation” process during the last quarter of 2025, which, however, did not yield any substantive outcome. As a result, the trial of the case has been postponed by approximately 6–8 months.

Based on the initial assessment of the Joint Venture’s legal advisors and the project's engineers, the Joint Venture’s Management considers as highly likely that the majority of its claims will prevail, however, due to the nature of the claims and the complexity of the project, an accurate assessment of such an outcome cannot take place at this stage. Regarding ICR’s claims against the Joint Venture, the counterclaim is currently under assessment by the Joint Venture’s legal advisors and independent experts and although for some of the counterclaims, for which an initial assessment was possible, it appears indicatively that, the Joint Venture’s exposure appears, in general, to be limited, additional information is required to form a comprehensive position.

In any event, the aforementioned case is not expected to have an adverse impact on the financial position, results or cash flows of the Company and the Group. Management, in accordance with paragraph 92 of IAS 37, will not disclose further information regarding this ongoing legal case, on the grounds that such disclosure could be prejudicial to the Group’s position in the aforementioned legal dispute.

Based on the above, Management does not expect any outflow of resources from the Joint Venture, even overall, taking into account what it claims.

AEIFORIKI EPIRUS S.A.

Prefecture, with prot. no. 45431/142 / 01.04.2019 letter notified the company of a penalty amount of 690 due to failure to make available the Epirus Prefecture Waste Treatment Plant Services at the Scheduled Date, in accordance with the terms of 21.07.2017 Agreement. On 23.07.2019, the 19.07.2019 Arbitration Appeal - Appointment of Arbitrator and Invitation of Arbitration Appointment for the company was handed to Region of Epirus with which it is requested to declare that the penalty of 690 was unlawfully imposed and to be repaid to the company with the default interest and the following amounts to be paid: (a) 989 as compensation for positive losses due to the prolongation of the working period, (b) 697 as compensation for loss of revenue during the above period, (c) 325 thousand euro as compensation for the cost of performing additional control tests for MEA Epirus, (d) 817 as compensation for loss of income during the first year of operation of MEA Epirus, (e) 1,048 as compensation for loss of income during the second year of operation of MEA Epirus. After the completion of the discussions, the Arbitration Court issued on 10.03.2022 the relevant decision according to which it awards in favor of the Group company, AEIFORIKI EPIRUS S.M.S.A.S.P., the total amount of 3,111 thousand euro with legal interest.

Epirus prefecture brought an action for annulment of the above decision in front of the Athens Court of Appeal which was discussed on 04.04.2023 as well as a request for suspension which was arranged to be discussed on 15.11.2022 and was annulled for 10.10.2023. The request of Epirus prefecture for

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

530

the issuance of a temporary order to suspend the payment of the above amount of 3,111 until the annulment action is heard and the suspension request was rejected by the competent Court. By decision under No. 3223/2023 of the Court of Appeal of Athens, the above annulment action was rejected. The Compulsory Solid Waste Management Association of the Administrative Unit of Epirus Prefecture (as successor of Epirus Prefecture in the Partnership Agreement) applied for the annulment of the decision under number 3223/2023 of the Athens Court of Appeal, which was set for discussion on 07.04.2025 before the Supreme Court and was postponed to a new date on 26.01.2026. On 26.01.2026, the petition was heard before the Supreme Court, and a decision is expected

50EVENTS AFTER THE REPORTING DATE OF THE STATEMENT OF FINANCIAL POSITION

From 01.01.2026 until the date of approval of the attached financial statements, the following important events took place:

The total number of shares and corresponding voting rights after the last transaction amounted to 5,094,750 shares, representing 4.93% of the share capital.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

531

•On 05.02.2026, GEK TERNA S.A. announced the signing of a share purchase agreement for the transfer of equity stakes it holds in the Concession Company “DIKTAION CONCESSIONSS S.A.” and the Operations Company “DIKTAION OPERATION S.A.”, relating to the Chania–Heraklion road section of the Northern Road Axis of Crete (NRAC), so that the new shareholding structure will be as follows, GEK TERNA S.A. 40%, AKTOR CONCESSIONS S.A. 24%, METLEN ENERGY & METALS S.A. 24%, AKTOR CONCESSIONS & PPP INVESTMENTS S.A. 12%.

-Craiova–Filiași (Lot 1), with a budget of 543.4 mn euros

-Filiași-Igiroasa (Lot 2), with a budget of 449.2 mn euros

These two segments comprise the Craiova-Igiroasa line, spanning a total length of 83 kilometers, for which TERNA will undertake the full design and restoration.

TERNA’s participation in the consortium is set at 69% for Lot 1 and 74% for Lot 2, while the duration for the completion of technical studies is set at 12 months, followed by a construction period of 36 months.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

532

•On 03.03.2026, GEK TERNA Group announced that its subsidiary GEK URBAN SERVICES SINGLE MEMBER S.A. acquired through a stock exchange transaction from a private shareholder, a 9.71% stake in EYDAP S.A. for a total consideration of 103.4 mn euros. Upon the approval, the subsidiary acquired 3,250,000 shares from private shareholders, resulting in its participation increasing to 12.76%, having paid a total amount of 135 mn euros.

•On 06.03.2026, the subsidiary TERNA was declared by DEDDIE as the provisional contractor for the project “DEED‑50 TURN KEY IMPLEMENTATION OF THE NEW 150/20 kV DISTRIBUTION CENTER (D/C) – INDOOR-TYPE GIS OF KERATEA AND THE DOUBLE 150 kV XLPE‑INSULATED INTERCONNECTING CABLE LINE: KERATEA D/C – KERATEA S/S”, with a contractual value of 37 mn euros.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

533

51APPROVAL OF FINANCIAL STATEMENTS

The separate and consolidated Financial Statements for the year ended 31.12.2025 were approved by the Board of Directors of GEK TERNA S.A. on 7th April 2026.

CHAIRMAN OF THE BoD and CHIEF EXECUTIVE OFFICER	EXECUTIVE DIRECTOR, EXECUTIVE MEMBER OF THE BoD
CHAIRMAN OF THE BoD and CHIEF EXECUTIVE OFFICER




GEORGIOS PERISTERIS	PENELOPE LAZARIDOU




CHIEF FINANCIAL OFFICER	CHIEF ACCOUNTANT




CHRISTOS ZARIBAS	NIKOLAOS VALMAS

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

534

IV.REPORT ON USE OF FUNDS RAISED OF THE COMMON BOND LOAN OF 500 MILLION

GEK TERNA S.A.

General Commercial Registry No. 153001000 (former S.A. Reg. No. 6044/06/Β/86/142)

Report on funds raised from Issuance of Common Bond Loan Program

For the period from 06.07.2020 to 31.12.2025

At the meeting of the Capital Markets Commission as of 22.06.2020, the Prospectus of 22.06.2020 of GEK TERNA S.A. (hereinafter referred to as “Company”, “Issuer”) for the public offer with cash payment and the approval of admission for trading by Athens Exchange up to 500,000 dematerialized, common, bearer bond of a total amount 500,000,000 euros was approved. Following the completion of the option exercise period, the aforementioned issuance of the common bond loan (hereinafter referred to as "CBL") was fully covered.

The distribution price of the Bonds was defined at 1,000 euro each, i.e. 100% of its nominal value. The characteristics of this loan are the following: (a) The bond yield is 2.75% and is fixed over the term of the loan, (b) Interest is calculated on six‐month basis, (c) The term of the loan is seven (7) years and its repayment will be realized at the end of the period of seven (7) years. Upon the completion of the Public Offer on 05.07.2020 and according to the aggregated allocation reporting generated using the Athens Stock Exchange Electronic Book Building (EBB), a total of 500,000 dematerialized, common, bearer bonds of the Company were issued with nominal value 1,000 euros each and raised funds of 500,000,000 euros.

The issued five hundred thousand (500 k) dematerialized, common, bearer bonds issued were listed for trading on the Fixed Income Securities of the Organized Market of the Athens Exchange on 06.07.2020.

In view of the above, it is hereby disclosed that an amount of 489,398 thous. euros, i.e. an amount of 500,000 k euros in cash raised from the CBL coverage preference and subscription rights holders, less the amount of 10,602 thous. euros related to issuance expenses, as also incorporated without deviation into the section 4.1.3 “CBL Issuance Expenses” of the Company's Prospectus of 22 June 2020, available as till 31.12.2025 as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

535

Table of allocation of the Capital Proceeds from the issuance of the Common Bond Loan of 500,000,000 euro
(amounts in thousand euro)
Mode of allocation of the Capital Proceeds based on the objective of the Prospectus (section 4.1.2 "Reasons for Issuing the CBL and Use of Capital" of the Prospectus)	Allocation of the Capital Proceeds based on the objective of the Prospectus	Capital proceeds allocated for the period 05.07.2020 to 31.12.2020	Capital proceeds allocated for the period 01.01.2021 to 31.12.2021	Capital proceeds allocated for the period 01.01.2022 to 31.12.2022	Capital proceeds allocated for the period 01.01.2023 to 31.12.2023	Capital proceeds allocated for the period 01.01.2024 to 31.12.2024	Total capital proceeds allocated up until 31.12.2025	Non-allocated balance as at 31.12.2025 (6)	Note
A. Within 4 months as from collecting raised funds
1. Full repayment of (a) common bond loan as of 23.12.2019 of the initial amount up to 35,612,500 euros of the subsidiary TERNA MAG S.A., for which the Issuer and TERNA have provided a guarantee and (b) a short-term loan of the subsidiary TERNA MAG S.A. of the amount of 5,000,000 euros with the guarantee of the Issuer and TERNA	40,113	40,113	0	0	0	0	40,113	0	(1)
2. Full repayment of the common bond loan as of 31.01.2017 of the initial amount of 20,000,000 euros, issued by the Issuer	18,500	18,500	0	0	0	0	18,500	0	(2)
3. Full repayment of the short-term borrowings of the subsidiary TERNA SA amounting to 17,387,500 euros, for which the Issuer has provided a guarantee	Up to 17,388	17,379	0	0	0	0	17,379	0	(3)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

536

Table of allocation of the Capital Proceeds from the issuance of the Common Bond Loan of 500,000,000 euro
(amounts in thousand Euro)
Mode of allocation of the Capital Proceeds based on the objective of the Prospectus (section 4.1.2 "Reasons for Issuing the CBL and Use of Capital" of the Prospectus)	Allocation of the Capital Proceeds based on the objective of the Prospectus	Capital proceeds allocated for the period 05.07.2020 to 31.12.2020	Capital proceeds allocated for the period 01.01.2021 to 31.12.2021	Capital proceeds allocated for the period 01.01.2022 to 31.12.2022	Capital proceeds allocated for the period 01.01.2023 to 31.12.2023	Capital proceeds allocated for the period 01.01.2024 to 31.12.2024	Total capital proceeds allocated up until 31.12.2025	Non allocated balance as at 31.12.2025 (6)	Note
Period 2020-2027
4. for financing (through share capital increases and/or borrowing) of investments in concessions, infrastructure and energy projects according to the judgment of the Company's Management	400,000	0	211,242	176,458	32,570	287,181	400,000	0	(5), (7)
- Refunds of amounts within 2022 which had been classified as temporary allocation in the period from 01.01.2021 to 31.12.2021 based on the terms of the Prospectus.			(147,000)
- Refunds of amounts within 2022 which had been classified as temporary allocation in the period from 01.01.2022 to 31.12.2022 based on the terms of the Prospectus				(121,200)	0
- Refunds of amounts within 2023 related to the acquisition of 51% of IRC HELLINIKON S.A. within the framework of the concession agreement					(11,730)
- Refunds of amounts within 2023 which had been classified as temporary allocation in the period from 01.01.2021 to 31.12.2021 based on the terms of the Prospectus.					(27,520)
5.the remaining amount of the total funds raised will be used to cover the working capital needs of the Issuer	Remaining	13,406	0	0	0		13,406	0	(4)
Total	489,398	89,398	64,242	55,258	-6,680	287,181	489,398	0
CBL issuance expenses	10,602
Total capital proceeds	500.000

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

537

Notes:

1.In the period 06.07.2020 to 31.12.2025, the Company has allocated the amount of 40,113, through its direct and indirect participation in the AMK of the subsidiary company TERNA MAG. In particular, on 10.07.2020, in the context of the Company's participation in the SCI of the subsidiary TERNA MAG, a cash transaction of a total amount of 20,465 was made to that subsidiary. On the same date, through intragroup lending, the amount of 19,647 was distributed to the subsidiary TERNA S.A. for the purpose of TERNA's participation in the SCI of the subsidiary TERNA MAG. The subsidiary TERNA MAG with the above cash imports of a total amount of 40,113 made a total repayment of: a) a common bond loan as of 23.12.2019 of up to 35,612,500 euros, for which the Company and the subsidiary TERNA S.A. have provided a guarantee and (b) short-term borrowings of the subsidiary TERNA MAG amounting to 5,000,000 euros with a guarantee of the Company and a subsidiary TERNA S.A.

2.In the period 06.07.2020 to 31.12.2025, the Company has allocated the amount of 18,500 for the full repayment of as of 31.01.2017 common bond loan of initial amount of 20,000,000 euros, issued by the Company. On 10.07.2020 the Company performed the cash transaction of 18,500 to the Bank.

3.In the period 06.07.2020 to 31.12.2025, the Company has allocated the amount of 17,379 through intragroup loan to the subsidiary company TERNA S.A. for full repayment of short-term borrowing of subsidiary company TERNA S.A. amounting to 17,387,500 euros, for which the Company provided the guarantee. On 10.07.2020 the subsidiary TERNA S.A. performed the cash transaction of 17,379 to the Bank.

4.From the remaining amount of 13,406 that the Company should have used within a seven-year period (2020-2027) to cover the needs of the Company in working capital, until 31.12.2025, the total amount of 13,406 was allocated, used to cover the working capital needs of the Company including interest on loans totaling 7,840.

5.For the financing (through share capital increases and / or borrowing) of investments in the concessions, infrastructure and energy activities, during the period 01.01.2021 to 31.12.2025, the Company has allocated the amount of 400,000 which is analyzed as follows:

a)On 11.06.2021, the Company allocated through a Share Capital Increase the amount of 350 to the subsidiary GEK TERNA FTHIOTIDAS S.M.S.A. according to the decision of the Extraordinary General Meeting as of 23.03.2021.

b)On 31.03.2022, the Company allocated through a Share Capital Increase the amount of 15,000 to the subsidiary company GEK TERNA CONCESSIONS S.M.S.A. as a partial payment of the total amount of 35,000 approved by the Extraordinary General Meeting of the subsidiary company as of 23.03.2022. On 20.07.2022, the remaining amount of 10,000 was paid by the Company. The total amount of 25,000 was paid in the context of investment financing in accordance with the terms of the Prospectus.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

538

c)On 09.06.2022, the Company allocated through a Share Capital Increase the amount of 5,250 to the company IRC HELLINIKON S.A. as payment proportionally to its percentage for the participation in the total amount of 15,000 of the share capital increase approved by the Extraordinary General Meeting of IRC HELLINIKON S.A. as of 10.06.2022.

d)On 09.06.2022, the Company allocated through a Share Capital Increase the amounts of 7,660 and 2,110 to the subsidiary companies MGE HELLINIKON B.V. and MGGR LLC. The above amounts were paid to IRC HELLINIKON S.A. by MGE HELLINIKON B.V. and MGGR LLC S.A. in the context of their participation in the Share Capital Increase of IRC HELLINIKON S.A.

e)On 31.10.2022, the Company allocated through a Share Capital Increase the amount of 238 to the subsidiary company FIER THERMOELECTRIC SHA.

f)The Company has allocated to the subsidiary GEK TERNA CONCESSIONS S.M.S.A., through the provision of a bond loan, the amount of 36,372. Specifically, on 05.10.2021, GEK TERNA CONCESSIONS S.M.S.A. issued a bond loan amounting to 36,372 with an expiration date on 28.02.2023, in which the Company participated with the amount of 36,372 corresponding to the equal amount of bonds. On 26.10.2021 the disbursement of the amount of 36,372 was made by the Company to GEK TERNA CONCESSIONS S.M.S.A. Given that the maturity of the aforementioned loan is subsequent to the maturity of the bond loan (CBL), this allocation is considered definitive.

g)The Company has made available the amount of 15,000 to the subsidiary company GEK TERNA CONCESSIONS S.M.S.A., through the granting of an equivalent bond loan. Specifically, on 24.02.2022, GEK TERNA CONCESSIONS S.M.S.A. issued a bond loan of 15,000 with a maturity date of 28.02.2023, in which the Company participated with the amount of 15,000 corresponding to the coverage of the entire bond issuance. On 23.02.2022, the cash transaction of the amount of 15,000 was carried out by the Company towards the company GEK TERNA CONCESSIONS S.M.S.A. Given that the maturity of the aforementioned loan is subsequent to the maturity of the bond loan (CBL), this allocation is considered definitive.

h)The Company has allocated to the subsidiary HERON II VIOTIAS S.A, through the issuance of a bond loan with an expiration date on 31.12.2027, the amount of 34,520. Specifically, on 08.10.2021, HERON II VIOTIAS S.A issued a bond loan amounting to 34,520, in which the Company participated with the amount of 34,520, which corresponds to four (4) bonds of 7,000 each and one (1) bond of 6,520. On 08.10.2021 the disbursement of the amount of 34,520 was made by the Company to HERON II VIOTIAS S.A. Within December 2022, HERON II VIOTIAS S.A. made an early partial repayment to the Company of the amount of 7,000 with regard to the subject bond loan. The amount of 34,520 constitutes part of the unallocated capital for the Company on 31.12.2025.

i)On 15.03.2023, the Company allocated through a Share Capital Increase the amount of 2,800 to the company IRC HELLINIKON S.A.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

539

j)The Company allocated through a Share Capital Increase the amount of 4,080 to the company MGE HELLINIKON B.V. The payments of the total amount were made by the Company on 10.03.2023 and 15.03.2023, depositing the amounts of 1,530 and 2,550 respectively.

k)The Company allocated through a Share Capital Increase the amount of 1,120 to the company MGGR LLC. The payments of the total amount were made by the Company on 10.03.2023 and 15.03.2023, depositing the amounts of 420 and 700 respectively.

l)On 04.05.2023 the Company collected from SHRE/SHRI the amount of 11,731 for the acquisition of the former subsidiary company MGE HELLINIKON B.V.

m)The Company has allocated to the affiliated company TERNA ENERGY OMALIES S.M.S.A., i.e. a subsidiary of TERNA ENERGY S.A. (subsidiary of GEK TERNA), through the issuance of bond loans, the total amount of 175,000. Specifically:

i.on 28.09.2021, TERNA ENERGY OMALIES S.M.S.A. issued a bond loan of 20,000 with an expiration date on 30.03.2023, in which the Company participated with the amount of 20,000, which corresponds to equal amount of bonds. On 08.10.2021 the cash transaction of the amount of 20,000 was made by the Company to TERNA ENERGY OMALIES S.M.S.A.

ii.on 17.11.2021, TERNA ENERGY OMALIES S.M.S.A. issued two (2) bond loans amounting to 20,000 and 10,000 respectively with maturity date on 30.03.2023, in which the Company participated with the total amount of 30,000, which corresponds to equal amount of bonds. On 18.11.2021 the cash transactions of the amounts of 20,000 and 10,000 were made by the Company to TERNA ENERGY OMALIES S.M.S.A.

iii.on 17.12.2021, TERNA ENERGY OMALIES S.M.S.A. issued two (2) bond loans amounting to 20,000 each with an expiration date on 30.03.2023, in which the Company participated with the total amount of 40,000, which corresponds to equal amount of bonds. On 17.12.2021 the cash transaction of the amount of 40,000 was made by the Company to TERNA ENERGY OMALIES S.M.S.A.

iv.on 08.02.2022, TERNA ENERGY OMALIES S.M.S.A. issued one (1) bond loan amounting to 12,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 12,000, which corresponds to equal amount of bonds. On 08.02.2022, the cash transaction of the amount of 12,000 was carried out by the Company to TERNA ENERGY OMALIES S.M.S.A.

v.on 16.02.2022, TERNA ENERGY OMALIES S.M.S.A. issued one (1) bond loan amounting to 20,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 20,000, which corresponds to equal amount of bonds. On 23.02.2022, the cash transaction of the amount of 20,000 was carried out by the Company to TERNA ENERGY OMALIES S.M.S.A.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

540

vi.on 23.02.2022, TERNA ENERGY OMALIES S.M.S.A. issued one (1) bond loan amounting to 10,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 10,000, which corresponds to equal amount of bonds. On 23.02.2022, the cash transaction of the amount of 10,000 was carried out by the Company to TERNA ENERGY OMALIES S.M.S.A.

vii.on 30.03.2022, TERNA ENERGY OMALIES S.M.S.A. issued one (1) bond loan amounting to 20,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 20,000, which corresponds to equal amount of bonds. On 07.04.2022, the cash transaction of the amount of 20,000 was carried out by the Company to TERNA ENERGY OMALIES S.M.S.A.

viii.on 06.04.2022, TERNA ENERGY OMALIES S.M.S.A. issued one (1) bond loan amounting to 20,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 20,000, which corresponds to equal amount of bonds. On 20.04.2022, the cash transaction of the amount of 20,000 was carried out by the Company to TERNA ENERGY OMALIES S.M.S.A.

ix.on 18.04.2022, TERNA ENERGY OMALIES S.M.S.A. issued one (1) bond loan amounting to 3,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 3,000, which corresponds to equal amount of bonds. On 07.04.2022 the cash transaction of the amount of 2,500 was carried out and on 20.04.2022 the cash transaction of the amount of 500 was carried out respectively from the Company to TERNA ENERGY OMALIES S.M.S.A.

Within December 2022, TERNA ENERGY OMALIES S.M.S.A. proceeded with an early repayment to the Company of all the bond loans listed above of an amount of 175,000. Since then, this amount has been returned as part of the Company’s non-allocated capital, which had been fully utilized as of 31.12.2025.

n)The Company has allocated to the affiliated company ENERGEIAKI KAFIREOS EVIAS S.A., i.e. a subsidiary of TERNA ENERGY S.A. (subsidiary of GEK TERNA), through the issuance of bond loans, the total amount of 86,200. Specifically:

i.on 29.09.2021, ENERGEIAKI KAFIREOS EVIAS S.A. issued a bond loan amounting to 20,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 20,000, which corresponds to equal amount of bonds. On 08.10.2021, the cash transaction of the amount of 20,000 was carried out by the Company to ENERGEIAKI KAFIREOS EVIAS S.A.

ii.on 17.11.2021, ENERGEIAKI KAFIREOS EVIAS S.A. issued a bond loan amounting to 10,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 10,000, which corresponds to equal amount of bonds. On 18.11.2021, the cash transaction of the amount of 10,000 was carried out by the Company to ENERGEIAKI KAFIREOS EVIAS S.A.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

541

iii.on 23.12.2021, ENERGEIAKI KAFIREOS EVIAS S.A. issued a bond loan amounting to 20,000 with an expiration date on 30.03.2023, in which the Company participated with the amount of 20,000, which corresponds to equal amount of bonds. On 23.12.2021 the cash transaction of the amount of 20,000 was made by the Company to ENERGEIAKI KAFIREOS EVIAS S.A.

iv.on 08.02.2022, ENERGEIAKI KAFIREOS EVIAS S.A issued a bond loan amounting to 18,000 with an expiration date on 30.03.2023, in which the Company participated with the amount of 18,000, which corresponds to equal amount of bonds. On 08.02.2022 the cash transaction of the amount of 5,000 was carried out and on 23.02.2022 the cash transaction of the amount of 13,000 was carried out respectively from the Company to ENERGEIAKI KAFIREOS EVIAS S.A.

v.v.on 06.04.2022, ENERGEIAKI KAFIREOS EVIAS S.A. issued a bond loan of 8,200 with an expiration date on 30.03.2023, in which the Company participated with the amount of 8,200, which corresponds to equal amount of bonds. On 07.04.2022 the cash transaction of the amount of 7,200 was carried out and on 20.04.2022 the cash transaction of the amount of 1,000 was carried out respectively from the Company to ENERGEIAKI KAFIREOS EVIAS S.A.

vi.on 22.06.2022, ENERGEIAKI KAFIREOS EVIAS S.A. issued a bond loan amounting to 10,000 with an expiration date of 30.03.2023, in which the Company participated with the amount of 10,000, which corresponds to equal amount of bonds. On 24.06.2022, the cash transaction of the amount of 3,000 was carried out by the Company to ENERGEIAKI KAFIREOS EVIAS S.A. The remaining amount of 7,000 was paid by the Company in August 2022.

Within December 2022, ENERGEIAKI KAFIREOS EVIAS S.A. proceeded with an early repayment to the Company of all the bond loans listed above of an amount of 86,200. Since then, this amount has been returned as part of the Company’s non-allocated capital, which had been fully utilized as of 31.12.2025.

o)Within September 2023, the Company allocated in the form of a Share Capital Increase the amount of 20,500 to the company MGGR LLC.

p) Within December 2023, the Company allocated in the form of a Share Capital Increase the amount of 3,500 to the company IRC HELLINIKON S.A.

q) Within December 2023, the Company allocated in the form of a Share Capital Increase the amount of 570 to the company DI TERNA S.A.

r) On 28.02.2024, the Company allocated in the form of a Share Capital Increase the amount of 47,250 to the company IRC HELLINIKON S.A.

s) On 06.03.2024, the Company allocated as initial capital the amount of 1,875 to the newly established company NEA EGNATIA ODOS CONCESSION SOCIETE ANONYME.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

542

t) The Company allocated the amount of 475 on April 11, 2024 and the amount of 475 on April 29, 2024, towards DI TERNA S.A. as part of a Share Capital Increase.

u) On 11.04.2024, the Company allocated as initial capital the amount of 6 to the newly established company NEA EGNATIA ODOS OPERATION SOCIETE ANONYME.

v) On 01.10.2024 and 02.10.2024, the Company covered part of the Share Capital Increase amounting to 237,100 towards the company NEA ATTIKI ODOS CONCESSIONS S.M.S.A.

6.On 31.12.2025, the issuer has allocated the amount of 489,398 out of the total capital raised by the CBL after the issuance costs.

7th April 2026

CHAIRMAN OF THE BoD and CHIEF EXECUTIVE OFFICER	EXECUTIVE DIRECTOR, EXECUTIVE MEMBER OF THE BoD
CHAIRMAN OF THE BoD and CHIEF EXECUTIVE OFFICER


GEORGIOS PERISTERIS	PENELOPE LAZARIDOU




CHIEF FINANCIAL OFFICER	CHIEF ACCOUNTANT



CHRISTOS ZARIBAS	NIKOLAOS VALMAS

543

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544

Report on the Findings from the Conduct of Agreed-upon Procedures on the "Report on Allocation of the Capital Proceeds of Common Bond Loan of 500 Million Euros”

(This report has been translated from Greek original version)

To the Board of Directors of “GEK TERNA S.A.”

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

Our report is solely for the purpose of providing the Board of Directors (hereinafter Management) of “GEK TERNA S.A.” (hereinafter referred to as the "Company" or the ‘Issuer”) the necessary information regarding the Report on Allocation of the Capital Proceeds from the issue of the Common Bond Loan of 500 Million Euros (hereinafter referred to as the “Report”) of the Company, which is prepared in accordance with the regulatory framework of the Athens Stock Exchange and the relevant legislative framework of the Hellenic Capital Market Commission, regarding the issuance of the Common Bond Loan, which was carried out on June 22nd 2020.

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

Responsibilities of the Company

The Company’s Management is responsible for the subject matter on which the agreed-upon procedures are performed. The Company’s Management is responsible for preparation of the aforementioned Report in accordance with the effective regulations of the Athens Stock Exchange and the Hellenic Capital Market Commission and the Prospectus as of June 22nd, 2020.

Practitioner’s Responsibilities

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

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

545

Professional Ethics and Quality Control

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

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

Procedures and Findings

We have performed the procedures described below, which were agreed upon with the Company’s Management in the terms of engagement dated September 26th, 2025.

	Procedures	Findings
1	Examination the consistency of the content of the Table of Allocation of the Capital Proceeds of the Report with the data reported in the Prospectus issued by the Company on June 22nd, 2020. In particular, we compared the consistency of the data recorded in the columns “Allocation of the Capital Proceeds based on the objective of the Prospectus” and “Allocation of the Capital Proceeds based on the objective of the Prospectus” recorded in the Table of Allocation of the Capital Proceeds of the Report with the data recorded in the Prospectus as of June 22nd, 2020.	The consistency of the content of the Table of Allocation of Raised Capital in the Report with what was stated in the Prospectus, issued by the Company on June 22nd, 2020, was established. In particular, we established the consistency of what is stated in the columns "Method of Allocation of Raised Capital Based on the Purposes of the Prospectus" and " Allocation of Allocation of Raised Funds Based on Prospectus" of the Allocation of Raised Capital Table of the Report, with what is mentioned in the Prospectus of June 22nd, 2020.
2	Comparison of the amounts per usage category referred to as capital proceeds in the Table of Allocation of the Capital Proceeds of the Report with the corresponding amounts recognized in the key accounting records of the company until December 31st, 2025.	It was established that the amounts per category of use listed as allocated funds in the Report's Raised Funds Allocation Table result from the Company’s basic accounting records up to and including December 31st, 2025.

546

Athens, April 7th,2026

The Certified Public Accountant

SOEL Reg. No. 36471

	Procedures	Findings
3	Examination of the consistency of the capital proceeds arising from the Common Bond Loan until December 31st, 2025, inclusively with the projected usage of the capital proceeds based on the provisions of section 4.1.2 of the Prospectus as of June 22nd, 2020, examining, on a sample basis, the supporting documents in respect of the relevant accounting entries	It has been established that the allocated funds from the Joint Bond Loan up to and including December 31st, 2025, are in accordance with the intended uses of funds raised based on the provisions of section 4.1.2 of the Bulletin dated June 22nd, 2020, examining on a sample basis the supporting documents related accounting entries.

547

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GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

548

V.REPORT ON USE OF FUNDS RAISED OF THE COMMON BOND LOAN OF 300 MILLION

GEK TERNA S.A.

General Commercial Registry No. 153001000 (former S.A. Reg. No. 6044/06/Β/86/142)

Report on funds raised from Issuance of Common Bond Loan Program

for the period from 15.12.2021 to 31.12.2025

At the meeting of the Capital Markets Commission as of 02.12.2021, the Prospectus of 2 December 2021 of GEK TERNA S.A. (hereinafter referred to as “Company”, “Issuer”) for the public offer with cash payment and the approval of admission for trading by Athens Exchange up to 300,000 dematerialized, common, bearer bond of a total amount 300,000,000 euro was approved. Following the completion of the rights’ exercise period, the aforementioned issuance of the common bond loan (hereinafter referred to as "CBL") was fully covered.

The distribution price of the Bonds was defined at 1,000 euro each, i.e. 100% of its nominal value. The characteristics of this loan are the following: (a) The bond yield is 2.30% and is fixed over the term of the loan, (b) Interest is calculated on six‐month basis, (c) The term of the loan is seven (7) years and its repayment will be realized at the end of the period of seven (7) years. Upon the completion of the Public Offer on 10 December 2021 and according to the aggregated allocation reporting generated using the Athens Stock Exchange Electronic Book Building (EBB), a total of 300,000 dematerialized, common, bearer bonds of the Company were issued with nominal value 1,000 euro each with raised funds of 300,000,000 euro.

The issued three hundred thousand (300 k) dematerialized, common, bearer bonds issued were listed for trading on the Fixed Income Securities of the Organized Market of the Athens Exchange on 15.12.2021.

In view of the above, it is hereby disclosed that an amount of 291,700 thous. Euros, i.e. an amount of 300,000 k euro in cash raised from the CBL coverage preference and subscription rights holders, less the amount of 8,300 k euro related to issuance expenses, as incorporated in the section 4.1.3 “Issuance Expenses of CBL” of the Company Prospectus of 02.12.2022 was allocated until 31.12.2025 as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

549

Table of allocation of the Capital Proceeds from the issuance of the Common Bond of 300,000,000 euro
(amounts in thousand euro)
Mode of allocation of the Capital Proceeds based on the objective of the Prospectus (section 4.1.2 "Reasons for Issuing the CBL and Use of Capital" of the Prospectus)	Allocation of the Capital Proceeds based on the objective of the Prospectus (thous)	Allocated capital until 31.12.2022	Allocated capital during the period 01.01.2023 to 31.12.2023	Total Allocated Capital until 31.12.2023	Allocated capital during the period 01.01.2024 to 31.12.2024	Total Allocated Capital as at 31.12.2024	Transfer of non-allocated Capital from the 3rd fiscal year to the 1st fiscal year within 2024	Capital proceeds/(return) allocated during the period 01.01.2025 to 31.12.2025	Total Allocated Capital as at 31.12.2025	Non-allocated balance as at 31.12.2025	Note
1. An amount of up to 225 mn euros for the financing of the Issuer's business activity through a capital increase and/or through borrowing and/or through the servicing of existing intra-group obligations concerning: (1a) existing and/or new infrastructure and/or energy projects, (1b) the acquisition of participations in companies, as well as acquisitions and mergers of companies.	225,000 Up to maximum of 225,000	75,176	27,860	61,786	183,214	245,000	20,000	17,465	245,000	0	(1)
- Refunds of amounts within 2023, which had been classified as temporary allocation in the period from 01.01.2022 to 31.12.2022 based on the terms of the Prospectus.			(41,250)					(17,465)

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

550

Table of allocation of the Capital Proceeds from the issuance of the Common Bond of 300,000,000 euro
(amounts in thousand euro)
Mode of allocation of the Capital Proceeds based on the objective of the Prospectus (section 4.1.2 "Reasons for Issuing the CBL and Use of Capital" of the Prospectus)	Allocation of the Capital Proceeds based on the objective of the Prospectus (thous)	Allocated capital until 31.12.2022	Allocated capital during the period 01.01.2023 to 31.12.2023	Total Allocated Capital until 31.12.2023	Allocated capital during the period 01.01.2024 to 31.12.2024	Total Allocated Capital as at 31.12.2024	Transfer of non-allocated Capital from the 3rd fiscal year to the 1st fiscal year within 2024	Capital proceeds/(return) allocated during the period 01.01.2025 to 31.12.2025	Total Allocated Capital as at 31.12.2025	Non-allocated balance as at 31.12.2025	Note
2. Amount up to 46.7 mn euros for coverage of working capital needs of the Issuer or Subsidiaries. Capital proceeds which are not used in accordance with the objective under (2), may be used at the discretion of the Issuer's Management - at any time up to and including the Maturity Date of the Bond Loan - in accordance with the objectives under (1) and (3).	46,700 Up to maximum of 46,700	26,415	20,285	46,700	0	46,700			46,700	0	(2)
3. Amount up to 20 mn euros, during the period 01.01.2022-31.12.2028 for the repayment of existing or future borrowing of the Issuer and/or subsidiaries..	20.000 Up to maximum of 20,000	0	0	0	0	0	(20,000)	0	0
Capital proceeds which are not used in accordance with the objective under (3), may be used at the discretion of the Issuer's Management - at any time until the Maturity Date of the Bond Loan - in accordance with the objectives under (1) and (2). (*)
Total	291,700	101,591	6,895	108,486	183,214	245,000	0	0	291,700	0	(3)
CBL Issuance Expenses	8,300
Total Capital Proceed	300,000

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

551

Notes:

1. To finance its business activity through a share capital increase and/or through borrowing and/or through the servicing of existing intra-group obligations with the aim of using the capital proceeds for existing and/or new infrastructure and/or energy projects, as well as for the acquisition of interests in companies, as well as mergers and acquisitions of companies. During the period 01.01.2022 to 31.12.2025, the Company had available for allocation the amount of 245,000, which aggregates from the amount of 225,000 of the 1st fiscal year and the amount of 20,000 of the 3rd fiscal year, which was transferred in the second half of 2024 to the 1st fiscal year due to the Issuer's Management making use of the relevant term of the prospectus (*). From this amount, 245,000 has been allocated until 31.12.2025, which is analyzed as follows:

a) On 03.02.2022, the Company allocated through a Share Capital Increase the amount of 1,700 to the associated company OLYMPIA ODOS S.A. in accordance with the decision of the Extraordinary General Meeting as of 13.01.2022.

b) On 20.04.2022, the Company allocated through a Share Capital Increase the amount of 500 to the subsidiary company VIPA THESSALONIKIS S.A. in accordance with the decision of the Extraordinary General Meeting as of 28.02.2022.

c) On 23.03.2022, the Company allocated the amount of 27,000 to the subsidiary company ARGOLIKI RIVIERA S.M.S.A. through payment of the Share Capital upon its incorporation in accordance with its articles of association dated 14.01.2022.

d) On 14.11.2022, the Company allocated the amount of 51 towards the subsidiary KASSIOPI REAL ESTATE S.M.S.A. through the payment of the Share Capital upon its incorporation in accordance with the articles of association dated 06.09.2022.

e)On 20.12.2022, the Company allocated through a Share Capital Increase the amount of 875 to the associated company SARISA SUB-CONCESSION KAVALA PORT FILIPPOS S.A. Also, at the end of December 2022, the Company paid 2,800 for the acquisition of the share rights of the above associate company.

f)The Company has allocated the amount of 45,000 to subsidiary company HERON ENERGY S.A. through the granting of a bond loan. Specifically, on 14.02.2022, HERON ENERGY S.A. issued a bond loan amounting to 60,000 with an expiration date of 31.12.2024, in which the Company participated with the amount of 45,000 corresponding to equal amount of bonds. On 14.02.2022, the cash transaction of the amount of 45,000 was carried out by the Company to HERON ENERGY S.A. Within December 2022, HERON ENERGY S.A. proceeded with an early partial repayment towards the Company of the amount of 3,750 of the above bond loan. Within September 2023, HERON ENERGY S.A. proceeded with an early partial repayment to the Company for an amount of 40,000 of the subject bond loan, whereas in October 2023 proceeded to a final repayment concerning the remaining amount of 1,250.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

552

g)On 05.09.2022, a cash transaction amounting to 1,000 was carried out by the Company to ARGOLIKI RIVIERA S.A. in the context of its participation in the issuance of a bond loan amounting to 2,000 by the said subsidiary, with a maturity date of 31.12.2024. On 29.01.2024, the Company provided an additional amount of 200 to the subsidiary ARGOLIKI RIVIERA S.A. under the framework of the aforementioned bond loan, the maturity of which was extended to 30.06.2026.

h)On 19.01.2023, the Company paid the amount of 27,827 to the company ENGIE INTERN B.V., in the context of the acquisition of 50% of the company HERON ENERGY S.A.

i)On 21.04.2023, the Company allocated the amount of 33 for the establishment of the company PASIFAI ODOS S.A. through payment of the Share Capital upon its incorporation in accordance with its articles of association from 11.04.2023 in which it participates directly with a participation rate of 55%.

j)On 19.04.2024, the Company allocated through a Share Capital Increase the amount of 728 to the subsidiary PASIFAI ODOS S.A.

k)On 29.04.2024, Company allocated the amount of 3,026 to the subsidiary company PASIFAI ODOS S.A. through the granting of a bond loan.

l) On 12.09.2024, the subsidiary company NEA ATTIKI ODOS CONCESSION S.A. issued a bond loan amounting to 174,645 with a maturity date of 30.09.2049, in accordance with the provisions of the Concession and financing contractual documents. On 01.10.2024 and 02.10.2024, the Company allocated the amount of 174,645 to the Concession company NEA ATTIKI ODOS CONCESSION S.A. within the framework of the bond loan.

On 06.06.2025, the Company sold bonds amounting to 17,465 to LATSCO DIRECT INVESTMENTS CYPRUS LIMITED and the amount of 17,465 represented unallocated capital for the Company as of 30.06.2025. During the second half of 2025, this amount was fully allocated, as analyzed below (see (n)–(p)).

m) On 01.10.2024, the Company allocated the amount of 4,616 to the subsidiary company NEA ATTIKI ODOS CONCESSION S.A. through a Share Capital Increase.

n) The Company allocated, through successive issuances of bond loans to the joint venture PASIFAI ODOS S.A., a total amount of 923, as follows: 469 on 29.07.2025 and 454 on 28.08.2025.

o) The Company allocated, through successive issuances of bond loans to the subsidiary ARDEFTIKI NESTOU S.A. a total amount of 679, as follows: 516 on 03.09.2025 and 163 on 24.09.2025.

p) On 24.09.2025, the Company allocated a total of 1,350 proceeds through a bond loan to the subsidiary SARISA S.A.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

553

q) On 31.10.2025, the Company granted IRC ELLINIKON S.A. a bond loan of 45,850, which was partly financed with the capital of the 300 mn euros CBL by 14,513.

Given that the maturity of the aforementioned loans is subsequent to the maturity of the Common Bond Loan (CBL), this allocation is considered final.

2. From the amount of 46,700 that can be utilized within seven years (2022-2028) by the Company in order to cover its own working capital needs or the ones of subsidiaries, the amount of 46,700 had been allocated until 31.12.2025. The above amount was utilized to cover the Company's working capital needs and concerns loan interest payments.

3. On 31.12.2025, the issuer allocated the total capital proceeds of the CBL less the issuance costs, i.e. 291,700.

7th April 2026

CHAIRMAN OF THE BoD and CHIEF EXECUTIVE OFFICER	EXECUTIVE DIRECTOR, EXECUTIVE MEMBER OF THE BoD
CHAIRMAN OF THE BoD and CHIEF EXECUTIVE OFFICER


GEORGIOS PERISTERIS	PENELOPE LAZARIDOU



CHIEF FINANCIAL OFFICER	CHIEF ACCOUNTANT



CHRISTOS ZARIBAS	NIKOLAOS VALMAS

554

Report on the Findings from the Conduct of Agreed-upon Procedures on the "Report on Allocation of the Capital Proceeds of Common Bond Loan of 300 Million Euros”

(This report has been translated from Greek original version)

To the Board of Directors of “GEK TERNA S.A.”

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

Our report is solely for the purpose of providing the Board of Directors (hereinafter Management) of “GEK TERNA S.A.” (hereinafter referred to as the "Company" or the ‘Issuer”) the necessary information regarding the Report on Allocation of the Capital Proceeds from the issue of the Common Bond Loan of 300 Million Euros (hereinafter referred to as the “Report”) of the Company, which is prepared in accordance with the regulatory framework of the Athens Stock Exchange and the relevant legislative framework of the Hellenic Capital Market Commission, regarding the issuance of the Common Bond Loan, which was carried out on December 2nd, 2021.

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

Responsibilities of the Company

Practitioner’s Responsibilities

555

Professional Ethics and Quality Control

Procedures and Findings

We have performed the procedures described below, which were agreed upon with the Company’s Management in the terms of engagement dated September 26th, 2025.

	Procedures	Findings
1	Examination of the consistency of the content of the Table of Allocation of the Capital Proceeds of the Report with the data reported in the Prospectus issued by the Company on December 2nd, 2021. In particular, we compared the consistency of the data recorded in the columns “Allocation of the Capital Proceeds based on the objective of the Prospectus” and “Allocation of the Capital Proceeds based on the objective of the Prospectus” recorded in the Table of Allocation of the Capital Proceeds of the Report with the data recorded in the Prospectus as of December 2nd, 2021.	We verified the consistency of the content of the Raised Funds Allocation Table of the Report with what was mentioned in the Prospectus, issued by the Company on December 2nd, 2021. In particular, we found the consistency of the contents mentioned in the columns "Method of Allocation of Raised Capital Based on the Purposes of the Prospectus" and " Allocation of Allocation of Raised Capital Based on Prospectus" of the Allocation of Raised Capital Table of the Report, with what is mentioned in the Prospectus of December 2nd, 2021.
2	Comparison of the amounts per usage category referred to as capital proceeds in the Table of Allocation of the Capital Proceeds of the Report with the corresponding amounts recognized in the key accounting records of the company until December 31st, 2025.	It was established that the amounts per category of use listed as allocated funds in the Allocation Table of Raised Funds of the Report, result from the Company's basic accounting records up to and including December 31st, 2025.

556

Athens, April 7th, 2026

The Certified Public Accountant

George Panagopoulos

SOEL Reg. No. 36471

	Procedures	Findings
3	Examining that the allocated funds from the Joint Bond Loan until December 31st, 2025, are in accordance with the intended uses of funds raised based on the provisions of section 4.1.2 of the Prospectus as of December 2nd, 2021, examining, on a sample basis, the supporting documents in related accounting entries.	It has been established that the allocated funds from the Joint Bond Loan until December 31st, 2025, are in accordance with the intended uses of funds raised based on the provisions of section 4.1.2 of the Prospectus of December 2nd, 2021, examining on a sample basis the supporting documents related to accounting entries.

557

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GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

558

VI.REPORT ON USE OF FUNDS RAISED OF THE SHARE CAPITAL INCREASE THROUGH CASH DISTRIBUTIONS

GEK TERNA S.A.

General Commercial Registry No. 153001000 (former S.A. Reg. No. 6044/06/Β/86/142)

Report on funds raised from the Share Capital Increase

for the period 28.02.2024 to 31.12.2025

The General Meeting of Shareholders on 13 February 2024 approved the share capital increase of the Company by an amount of 3,420,000 euro, through cash distributions, with the issuance of 6,000,000 common shares, with a nominal value of 0.57 euro per share and an offering price of 13.20 per share. At the same time, an amount of 75,780,000 euro would be transferred to the Company's share premium reserve account from the issuance of the above shares.

The certification of the timely and full payment of the amount of 79,200,000 euro was made by the Board of Directors on 28.02.2024, after taking into consideration the Assurance Report of the Independent Certified Auditor dated 28.02.2024, that certified the payment of the share capital in accordance with article 20 of Law 4548/2018. The above funds will be allocated within thirty-six (36) months starting from 28 February 2024.

On 11.03.2024, 6,000,000 new common registered shares of the Company were listed for trading on the Regular Market of the Athens Stock Exchange in implementation of the private placement as already announced by the Company on 18.01.2024.

Following the above, it is hereby notified that an amount of 79,200 thous. euros, which was raised in cash from the coverage of the above share capital increase was allocated, until 31.12.2025 as follows:

1.On 01.08.2025, an amount of 110 was allocated as part of the share capital for the establishment of the subsidiary company ARDEFTIKI NESTOU S.M.S.A.

2.On 29.10.2025, an amount of 18,340 was allocated to the subsidiary company MGGR LLC through a share capital increase. Subsequently, this amount was paid to IRC ELLINIKON S.A. as part of its participation in the investment.

3.On 22.12.2025, an amount of 60,750 was allocated to the subsidiary NEA EGNATIA ODOS CONCESSION S.A. through a share capital increase. This amount financed part of the capital for the acquisition of the Egnatia Odos motorway concession.

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

559

Following the above transactions, on 31.12.2025, the Company has allocated the total amount of the raised funds of the share capital increase of 79,200,000 euros.

7th April 2026

CHAIRMAN OF THE BoD & CHIEF EXECUTIVE OFFICER	EXECUTIVE DIRECTOR, EXECUTIVE MEMBER OF THE BoD

GEORGIOS PERISTERIS	PENELOPE LAZARIDOU

CHIEF FINANCIAL OFFICER	CHIEF ACCOUNTANT

CHRISTOS ZARIBAS	NIKOLAOS VALMAS

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

560

VIII.REPORT ON USE OF FUNDS RAISED OF THE COMMON BOND LOAN OF 500 MILLION

GEK TERNA S.A.

General Commercial Registry No. 153001000 (former S.A. Reg. No. 6044/06/Β/86/142)

Report on use of Funds Raised of the Common Bond Loan

For the period 29.09.2025 to 31.12.2025

At the meeting of the Capital Markets Commission as of 16.09.2025, the Prospectus of 16.09.2025 of GEK TERNA SA (hereinafter referred to as “Company”) for the public offer with cash payment and the approval of admission for trading by Athens Exchange up to 500,000 dematerialized, common bearer bond of a total amount 500,000,000 euros. Following the completion of the option exercise period, the aforementioned issuance of the common bond loan (hereinafter referred to as "CBL") was fully covered.

The distribution price of the Bonds was defined at 1,000 euro each, i.e. 100% of its nominal value. The characteristics of this loan are the following: (a) The bond yield is 3.20% and is fixed over the term of the loan, (b) Interest is calculated on six‐month basis, (c) The term of the loan is seven (7) years and its repayment will be realized at the end of the period of seven (7) years. Upon the completion of the Public Offer on 25.09.2025 and according to the aggregated allocation reporting generated using the Athens Stock Exchange Electronic Book Building (EBB), a total of 500,000 dematerialized, common bearer bonds of the Company were issued with nominal value 1,000 euro each and raised funds of 500,000,000 euros.

The five hundred thousand (500 thous.) dematerialized, common, bearer bonds issued were listed on 29.09.2025 for trading on the Fixed Income Securities of the Organized Market of the Athens Exchange.

In view of the above, it is hereby disclosed that an amount of 487,700 thous. Euros, i.e. an amount of 500,000 thous. euros, in cash raised from the CBL coverage preference and subscription rights holders, less the amount of 12,300 thous. euros related to issuance expenses, as also incorporated without deviation into the section 4.1.3 “CBL Issuance Expenses” of the Company's Prospectus of 16.09.2025 was made available as till 31.12.2025 as follows:

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

561

Table of allocation of the Capital Proceeds from the issuance of the Common Bond Loan of 500,000,000
(amounts in thousand Euro)
Mode of allocation of the Capital Proceeds based on the objective of the Prospectus (section 4.1.2 "Reasons for Issuing the CBL and Use of Capital" of the Prospectus)	Allocation of the Capital Proceeds based on the objective of the Prospectus	Reallocation of application of Capital Proceed (2)	Capital proceeds for the period from 01.01.2025 to 31.12.2025	Total capital proceeds till 31.12.2025	Non-allocated balance as at 31.12.2025	Note
Period 2025-2032
A. An amount of up to 243,85 mn euros for the financing of the business activities of the Company and/or its Subsidiaries and/or other companies or joint ventures in which the Issuer and/or Group companies hold an interest, where funds will be directed through capital increases and/or borrowings, as further described below, for:	243,850	55,413	299,263	299,263	0	(1)
a. existing and/or new infrastructure and/or energy projects, including projects implemented and/or undertaken under concession agreements and/or PPPs and/or investments within the sectors of mining/industrial activities and real estate. Indicatively, such projects may include highways, ports, airports, tunnels, RES projects, electricity generation plants, natural gas storage units, water supply and irrigation projects, defense infrastructure projects, waste management projects, circular economy and social infrastructure projects, projects for the development of a broad range of activities (hotels, commercial uses, conference centers), real estate or real estate development or other projects of a similar nature to the above and
b. the acquisition of interests in companies, as well as the acquisition of companies operating in other sectors corresponding to or related to the sectors in which the Company and/or its Subsidiaries and/or other companies in which the Company holds an interest operate or companies operating in sectors referred to in paragraph (a) above. Funds not utilised in accordance with the use described under (B) may, following a relevant decision of the Company’s Board of Directors, be used at any time up to the Redemption Date of the Bond Loan – in accordance with the use described under (A).

GEK TERNA GROUP

Annual Financial Statements of the fiscal year 1 January 2025 - 31 December 2025

(Amounts in thousands Euro, unless otherwise stated)

562

Table of allocation of the Capital Proceeds from the issuance of the Common Bond Loan of 500,000,000
(amounts in thousand Euro)
Mode of allocation of the Capital Proceeds based on the objective of the Prospectus (section 4.1.2 "Reasons for Issuing the CBL and Use of Capital" of the Prospectus)	Allocation of the Capital Proceeds based on the objective of the Prospectus	Reallocation of application of Capital Proceed (2)	Capital proceeds for the period from 01.01.2025 to 31.12.2025	Total capital proceeds till 31.12.2025	Non-allocated balance as at 31.12.2025	Note
B. An amount of 243,85 mn euros for the repayment of borrowings of the Issuer and/or its Subsidiaries, where the funds will be directed through capital increases and/or borrowings. It is clarified that the CBL proceeds will not be used for the repayment of existing borrowings granted by the Issue Advisors, Lead Managers and Managers.	243,850	(55,413)	0	0	188,437
Funds not utilised in accordance with the use described under (B) may, following a relevant decision of the Company’s Board of Directors, be used at any time up to the Redemption Date of the Bond Loan – in accordance with the use described under (A).	243,850	(55,413)	0	0	188,437
Total	487,700
CBL Issuance Expenses	12,300
Total Capital Proceed	500,000	0	299,263	299,263	188,437	(2)