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Terna Energy S.A.

Interim Report Sep 26, 2024

2713_ir_2024-09-26_41b69173-d5e1-4469-9734-7a2bb55fef05.pdf

Interim Report

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TERNA ENERGY

Industrial Commercial Technical Societe Anonyme 85 Mesogeion Ave., 115 26 Athens, Greece Societe Anonyme Reg. No. 318/06/Β/86/28 GENERAL COMMERCIAL REGISTER No. 000312701000

SEMI-ANNUAL FINANCIAL REPORT

for the period ended as of June 30th , 2024

(1 January - 30 June 2024)

According to article 5 of Law 3556/2007 and relevant executive decisions of Hellenic Market Commission Board of Directors

I. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS3
II. SEMI-ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF "TERNA ENERGY ANONYMOUS
INDUSTRIAL COMMERCIAL TECHNICAL COMPANY" ON THE CONSOLIDATED AND COMPANY FINANCIAL
STATEMENTS FOR THE PERIOD 01/01/2024 - 30/06/20244
III. Independent Auditor's Report on Review of Condensed Interim Financial Information 16
IV. CONDENSED INTERIM SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH
PERIOD ENDED AS AT JUNE 30th, 2024 (1 January 2024 ‐ 30 June 2024)
18
NOTE AND DISCLOSURES OF FINANCIAL STATEMENTS 29
1. GROUP GENERAL INFORMATION29
2. FRAMEWORK FOR THE PREPARATION OF THE FINANCIAL STATEMENTS 30
3. RISK MANAGEMENT34
4. CONSOLIDATED COMPANIES AS AT 30/06/202434
5. SEGMENT REPORTING40
6. ACTIVITIES AND ASSETS HELD FOR SALE43
7. INTANGIBLE ASSETS 45
8. RIGHTS IN USE OF ASSETS46
9. TANGIBLE ASSETS46
10. OTHER LONG-TERM RECEIVABLE47
11. TRADE RECEIVABLES, RECEIVABLES FROM CONTRACTS WITH CUSTOMERS, PREPAYMENTS AND OTHER
RECEIVABLES 47
12. CASH AND CASH EQUIVALENTS 48
13. LOANS49
14. LEASE LIABILITIES 51
15. FINANCIAL DERIVATIVES 51
16. OTHER PROVISIONS52
17. GRANTS 53
18. SUPPLIERS, ACCRUED AND OTHER SHORT-TERM LIABILITIES53
19. SHARE CAPITAL RESERVES AND EARNING PER SHARE54
20. INCOME TAX55
21. TURNOVER 56
22. OTHER INCOME/(EXPENSES)56
23. INVESTMENT INCOME AND FINANCIAL INCOME-(EXPENSES)57
24. PERSONNEL NUMBER 58
25. TRANSACTIONS WITH RELATED PARTIES 58
26. FAIR VALUE MEASUREMENT61
27. EFFECTIVE LIENS63
28. CONTIGENT ASSETS AND LIABILITIES 63
29. EVENTS AFTER THE REPORTING DATE OF STATEMENT OF FINANCIAL POSITION67

I. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS

(according to article 5, par. 2, Law 3556/2007)

The following representatives:

  • George Peristeris, Chairman of the Board of Directors
  • Emmanuel Maragoudakis, Chief Executive Officer
  • George Spyrou, Executive Member of the Board of Directors

WE HEREBY DECLARE AND CERTIFY

To the best of our knowledge that:

  • i) The accompanying Semi-Annual Financial Statements of TERNA ENERGY SA (the "Company") for the period from 1 January 2024 to 30 June 2024, which have been prepared in accordance with the applicable International Financial Reporting Standards (IFRS) as adopted by the European Union and applied to Interim Financial Reporting (International Accounting Standard 34), present fairly the assets and liabilities, equity as at 30/06/2024 and the total comprehensive income for the first half of 2024 of the Company and the entities included in the consolidation taken as a whole, in accordance with the provisions of paragraphs 3 to 5 of article 5 of Law No. 3556/2007, and
  • ii) The Semi-Annual Report of the Board of Directors represents fairly the information required in accordance with paragraph 6 of article 5 of Law 3556/2007.

Athens, 25/09/2024

The Certifiers

Chairman of the BoD Chief Executive Officer Member of the BoD

George Peristeris Emmanouil Maragoudakis George Spirou

II. SEMI-ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF "TERNA ENERGY ANONYMOUS INDUSTRIAL COMMERCIAL TECHNICAL COMPANY" ON THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS FOR THE PERIOD 01/01/2024 - 30/06/2024

This Semi-Annual Report of the Board of Directors, which refers to the interim period from 1 January to 30 June 2024, has been prepared and is in compliance with the provisions of law 4548/2018 and article 5 of Law 3556/2007, as currently in force and the executive resolutions issued by the Board of Directors of the Hellenic Capital Market Commission (article 4 of the decision number 8/754/14.4.2016 of the Board of Directors of the Hellenic Capital Market Commission).

The financial statements have been prepared in accordance with the International Financial Reporting Standards adopted by the European Union and in particular IAS 34.

Introduction

This Report summarizes the financial information for the half-yearly reporting period, and the major events that occurred (before and after the reporting date of the Financial Statements). Furthermore, it describes the main risks and uncertainties that the Group may be exposed to during the second semester of the current year 2024 and, finally, provides a list of the significant transactions that took place between the issuer and its related parties.

A. Financial Highlights and Performance for the Reporting Period

The external environment of the Greek economy proved to be more resilient than expected in 2023, avoiding recession or stagflation despite the tight fiscal policy and the gradual withdrawal of income support measures. Nevertheless, geopolitical tensions and economic uncertainty at the regional and international level (such as the wars in Ukraine and the Middle East, electoral cycles in Europe and the US) continue to be key drivers of uncertainty and instability.

At the Eurozone perspective, economic growth appears to be supported in the mid-term by an improvement in available income in line with a decline in inflation as well, while the effects of restrictive monetary policy are fading. Indeed, the ECB has raised its 2024 growth forecast to 0.9% (vs. 0.6% previously) while projecting an acceleration to 1.4% and 1.6% for 2025-26. Note that the ECB in June cut its key interest rates by 25 basis points for the first time (in the current cycle) with estimates of at least one more cut later this year.

In the first half of the year, the Greek economy regained its growth momentum after a slowdown in the second half of 2023 (mainly due to the crisis in the Middle East and as a consequence of the bad weather Daniel).GDP in the first quarter of the year grew by 2.1% (compared to 1.3% in the last quarter of 2023) influenced by growth in private consumption (as a result of improved labour market conditions), investment and exports. The reduction in public consumption and the increase in imports, on the other hand, offset the partial rise in GDP. It should be noted that for another quarter the Greek economy recorded growth rates much higher than those of the European Union, which grew by 0.7% (+0.6% for the Eurozone).

On the inflation front, the deceleration continued, showing an increase of 3.0% on average for the first half of 2024 compared to an increase of 4.2% recorded in 2023. An increase of 2.5% was recorded for June (compared to 2.4% for May) as increases in services and processed food already outweighed decreases in energy products and other food items. In any case, it is estimated that the contribution of the foregoing is expected to lead to the recording of lower inflation in 2024 compared to 2023.

Regarding the budgetary performance, the year-to-date budget continues to over-perform against targets mainly as a result of higher tax revenues. Moreover, financing conditions for both the Greek government and banks and companies continue to improve, following the upgrade of the Greek government's credit rating and expectations for further interest rate cuts.

Based on the ECB's most recent forecasts, Greece's GDP is expected to strengthen by 2.2% in 2024 and accelerate to 2.5% and 2.3% in 2025 and 2026. Private consumption is expected to continue its upward trend in line with improving labour market conditions and rising disposable income. In the investment sector, the availability of capital at the European level together with the liquidity of the banking system is expected to attract further private capital, while the recovery of the investment grade and the improvement of the economic climate as well as the execution of the public investment programme play a key role. The performance of the above is expected to be partly mitigated by rising imports on the back of increased demand (despite rising exports).

Market trends in the energy market in Greece for the first half of 2024

Energy market conditions continued to normalise at the beginning of the year, helped by milder temperatures and internationally reduced demand for natural gas. Towards the end of Q2, however, unseasonably high temperatures, rising demand, the return of geopolitical risk that brought back energy sufficiency issues and regional energy market issues increased volatility, driving prices to a higher level. For the Greek market, electricity demand in the interconnected system increased by 4.4% in H1 2024, while overall (including the non-interconnected islands) demand increased by 6.0%. On the generation side, RES generation increased by 21.6% in H1, mainly following the increased installed capacity, covering 50% of total demand (compared to 43% in H1 2023). Including the production of large hydro (+13.8%), green energy covered a total of 57.4% of demand in the country for H1 (vs. 49.7% for H1 2023). Also, production from natural gas plants increased by 40.8% while on the counterpart, lignite production decreased by 30% and net imports by 90%. Finally, according to data from the energy exchange, the electricity price in the Greek wholesale market decreased by 66% to €79.1/MWh. In the RES sector and more specifically in wind energy, based on ELETAEN data, the installed capacity of the market reached 5,326MW in the first half of 2024 as new wind turbines with a total capacity of 96.9MW were connected to the grid, corresponding to a total investment of more than €110 million. This corresponds to an annual growth rate of 3.7%. At the end of June 2024, around 970 MW of new wind farms were under construction or contracted, the vast majority of which are expected to be connected to the grid within the next 18 months. As a result, total wind capacity will approach 6.5 GW within the next two years. It should be noted that TERNA ENERGY held a market share of 19.4% with the second and third producers holding shares of 14.4% and 7.7% respectively.

Regarding photovoltaics, according to HELAPCO's data, at the end of June 2024, a total of 8,024MW had been installed in the Greek territory as 920MW of new projects were connected to the grid in the first half of the year, of which 63% were large-scale installations (>1000 kWp).

Masdar and GEK TERNA Deal to Acquire TERNA ENERGY GROUP

Regarding the latest announcements related to TERNA ENERGY Group ABETE on 20 June 2024, TERNA ENERGY Group announced that it has been informed by its shareholder "GEK TERNA S.A. regarding the signing of the Share Purchase and Covenants Agreement with "Masdar Hellas S.A.", a 100% indirect subsidiary of "Abu Dhabi Future Energy Company PJSC - Masdar" regarding the sale of all shares held by GEK Terna in the Company (representing 36,59% of the shares and voting rights of the Company)

Among the agreed terms is the condition that GEK TERNA (or its subsidiary, at GEK TERNA's option) will purchase and acquire from TERNA ENERGY Group certain of its activities, other than its Core Business of renewable electricity generation, also called 'Non-Core Assets', for a fair and reasonable price to be determined on the basis of an auditor's report. Part of the "Non-Core Assets" will be transferred prior to the Closing of the Share Purchase Transaction (which is also a condition precedent to the Closing of the Transaction), and the remaining "Non-Core Assets" will be transferred shortly after the completion of the Share Purchase Transaction.

As a consequence of the above agreement, with the finalization of the agreement, TERNA ENERGY Group ABETE will definitively terminate its activities in the operational areas of public works construction, the concessions related to the operation of infrastructure and other projects of public interest (such as the Unified Automatic Collection System and the Municipal Waste Treatment Plant of the Regions of Epirus and Peloponnese and Telecommunication Network Management) in exchange for their long-term exploitation through the provision of services to the public. Furthermore, "Non-core assets" also include the development activities of renewable energy related projects that TERNA ENERGY Group had in the USA.

Company performance in the first half of 2024

In other respects, in the first half of the year, TERNA ENERGY Group continued the implementation of its investment plan in the development of electricity generation facilities from renewable sources with the completion of the construction of the wind farm complex in Kafireas, South Evia and the strengthening of its portfolio with the further maturation of projects from the existing portfolio and the addition of new projects in various stages of licensing. Additionally, construction work continues for the long duration pumped storage project in the Amphilochia area (680 MW), which had already started by the end of 2022, and is expected to be completed in approximately three years

TOTAL GREECE POLAND BULGARIA
WIND PARKS 1.197 1.065 102 30
HYDROELECTRIC 17,8 17,8
PHOTOVOLTAIC 8,5 8,5
BIOMASS 1 1
TOTAL 1.224,3 1.092,3 102 30

The total installed capacity (MW) as of 30 June 2024 was as follows:

*The above table does not include the capacity of the biomass power plants of the waste management plants which are included in "Non-Core Assets" (See Note 6).

It is worth noting that as of 30 June 2024, TERNA ENERGY Group has almost 2,500 MW of renewable energy power plants in operation, under construction or ready for construction in Greece, Central and Eastern Europe. Including projects in various stages of maturity, the Group's portfolio approaches 12 GW

Given the aforementioned Share Purchase Agreement between GEK-TERNA SA and MASDAR SA, the results from the construction activities of public works and concessions related to the operation of infrastructure and other projects of public interest are presented as results from operations for sale as defined in IFRS 5 "Non-current assets held for sale and discontinued operations".

For the six-month period ended 30 June 2024 the consolidated sales of the Group from continuing operations reach the amount of € 152,1 million compared to € 106,7 mill. in 2023, increase of 42,5%. Operating earnings before interest, taxes, depreciation, and amortization (EBITDA) from the Group's continuing operations amounted to € 96,0 million compared to € 71,4 million of the corresponding six-month period of the previous year, increased by 34,4%, The increase in both sales and operating earnings before interest, taxes, depreciation and amortisation (EBITDA) was driven mainly by the commissioning of the new Wind Farms in

the area of Kafireas in Evia and the return to normal levels of wind power, which during the first half of 2023 was extremely low.

Profit before taxes from continuing operations amounted to € 40,2 million, increased by 49,9% compared to € 26,8 million in the six-month period of the previous year 2023. Net operating profit from continuing operations attributed to the shareholders of the parent company amounted to 29,9 million, increased by 46,3% compared to six-month period of the previous year (2023: € 20,4 million).

The Increase in net operating profit from continuing operations attributed to the shareholders of the parent company by € 9,5 million is mainly due to the commissioning of the new Wind Farms in the area of Kafireas in Evia and the return to normal levels of wind power, which during the first half of 2023 was extremely low.

The Group's turnover from held for sale operations amounted to € 30,9 million compared to € 38,9 million in the first six-month period of 2023, decreased by 20,7%% mainly due to the reduction of the construction activity. The Group's operating loss before interest, tax, depreciation and amortisation (EBITDA) from held for sale operations amounted to a loss of € (13,2) million compared to a profit of € 2,8 million in the corresponding six-month period of the previous year. Losses before tax from held for sale operations amounted to € (11,8) million, compared to a profit of € 2,9 million in the corresponding six-month period of the previous year 2023. Net loss for the year from held for sale operations attributable to the owners of the parent company amounted to € (36,3) million, compared with a profit of € 1,7 million in the corresponding six-month period of the previous year. The negative performance is mainly due to the construction activity which during the first half of 2024 was loss-making mainly in the construction of the waste management plants of the Peloponnese Region.

Net losses from continuing and held-for-sale activities excluding the plan's expense from the free share allocation and gains and losses from financial instruments measured at fair value amounted to € (5,8) million, while in the corresponding six-month period of the previous year 2023 they amounted to a profit of € 23,8million. Finally, earnings before interest, taxes, financial, investment results and depreciation (EBITDA) from continuing operations excluding the Share Distribution Plan's expense amounted to € 83,7 million, increased by 12,0% compared to the corresponding six-month period of the previous year, which amounted to € 74,7.

The amount of research and development expenses incurred by the Group during the first half of the year 2024 amounts to € 3,999 thousand compared to € 2,922 thousand in the corresponding period of the previous year. These expenses are mainly related to the development of new renewable energy generation plants and the possibility of concluding new contracts in the construction and concessions segments through public tenders.

The Group's financial position remains stable, as cash and cash equivalents amounted to € 334,9 million, while an amount of € 68,7million relates to restricted cash deposits related to the borrowing obligations of the Group companies. Loan liabilities amounted to € 1.111,0 million forming the net debt position (borrowings less cash and cash equivalents less restricted deposits related to borrowings) as at 30/06/2024 to € 776,1 million compared with € 844,6 million as of 31/12/2023.

For the six-month period ended at 30/06/2024, TERNA ENERGY Group's investments totaled € 16,3 million The Group's continued investment activity creates the conditions for the stabilisation of an increased revenue stream and profitability on a long-term basis.

B. Significant events in the first half of the current financial year 2024

During the first half of 2024 the following significant events occurred:

TERNA ENERGY GROUP Semi-Annual Financial Report for the period from January 1st to June 30th, 2024 (Amounts in Euro thousand unless stated otherwise)

Dividend distribution according to the resolutions of the Annual General Meeting of 20/06/2024

On 20/06/2024, the Annual General Meeting of the Shareholders of TERNA ENERGY S.A. convened, in which the proposal of the Board of Directors for the distribution of profits and reserves in the total amount of EUR 44.879.934,20, i.e. € 0,38 per share, was approved, in accordance with article 162 par. 3 of Law 4548/2018. This amount will be increased by the dividend corresponding to the treasury shares that the Company holds.

Conclusion of a 12-year bilateral contract with EYATH

TERNA ENERGY Group signed the first ever PPA agreement in Greece, with a duration of 8 years with the option of extension of 4 more years, according to which the Group will supply EYATH with 100% green energy with a capacity of 100 GWh/year. With this transaction, TERNA ENERGY S.A. will ensure a constant selling price for its electricity production, while EYATH will reduce its energy costs by up to 50%, the increase of which in 2022 burdened its financial results, causing the long-time profitable company to make losses for the first time in 25 years. At the same time, EYATH will reduce its carbon footprint to zero by 2025 instead of the target of 2030.

Inclusion of Terna Energy in the Final List of Selected Participants for S.A.E.E. (Electricity Storage Stations) of RAAEY

With the decision of 15 February 2024 of RAAEY, TERNA ENERGY ABETE was selected as one of the shortlisted bidders of the second (b) Competitive Bidding Procedure for the granting of investment and operational support to Electricity Storage Stations in accordance with the provisions of article 143F of Law No. 4001/2011, of a capacity of 40 MW and a capacity of 80 MWh. During the third quarter of the year, the special purpose company was established for the implementation of the relevant investment plan.

Selection of three TERNA ENERGY Investment Plans in the list of the European Network of Transmission System Operators for Electricity (ENTSO-E)

The list of 209 electricity infrastructure projects of the Trans-European Ten-Year Development Plan (TYNDP) 2024 of the European Network of Transmission System Operators for Electricity (ENTSO-E) includes three energy storage investment projects of TERNA ENERGY Group:

The pumped-storage project of Terna Energy in Amfilochia. It is the largest investment in an energy storage project in Greece, with a total installed capacity of 680 MW (megawatts) for generation and 730 MW for pumping. It is an investment of more than EUR 500 million with an annual energy production of approximately 816.00 GWh (gigawatt-hours) and an operational horizon of 2026.

Pumped storage plant of PPC - TERNA Energy at Ladonas. This is a project with an installed capacity of 220 MW for generation and 231 MW for pumping. It is expected to be completed in 2032.

TERNA Energy's pumped storage project "Vrohonera": It consists of two independent projects, "Vrohonera I" (total installed capacity of 424 MW for generation and 377 MW for pumping) and "Vrohonera II" (total installed capacity of 351 MW for generation and 344 MW for pumping).

These projects will play an important part in shaping Europe's electricity system up to 2040.

- Signing of the Share Purchase and Covenants Agreement (the "Agreement") between GEK TERNA and "Masdar Hellas SA"

On 20 June 2024, TERNA ENERGY Group was informed by its shareholder 'GEK TERNA S.A.' of the following regarding the signing of the Share Purchase and Covenants Agreement with 'Masdar Hellas SA', a 100% indirect subsidiary of 'Abu Dhabi Future Energy Company PJSC - Masdar', regarding the sale of all shares held by GEK Terna in the Company (representing 36,59% of the shares and voting rights of the Company)

It is noted that Masdar has a leading position in the renewable energy market, developing and operating renewable energy and sustainable technology projects worldwide. Of these, over 20 GW of renewable energy projects are already in operation, with a target of 100 GW by 2030.

According to the announcement, the realisation of the sale and transfer of the shares issued and owned by GEK TERNA is conditional upon the fulfilment within 6 months of certain conditions precedent, including (a) the approval of the Share Purchase Agreement by the European Commission (and the possible approval of the Polish competition authorities, (b) the receipt of the required third party consents in relation to the individual elements of the Share Purchase Transaction; and (c) the approval of the transaction and the related agreements contained in the Agreement by the General Meeting of the shareholders of GEK-TERNA

Among the agreed items is the condition that GEK TERNA (or a subsidiary thereof, at GEK TERNA's option) will purchase and acquire from the TERNA ENERGY Group certain of its activities other than its Core Business of generating electricity from renewable energy sources called Non-Core Assets for a fair and equitable price to be determined on the basis of an auditor's report. Part of the Non-Core Assets will be transferred prior to the Closing of the Share Purchase Transaction (which is also a condition precedent to the Closing of the Transaction) and the remaining Non-Core Assets will be transferred shortly after the Share Purchase Transaction.

C. Events after the reporting date of the Statement of Financial Position

From 01/07/2024 and until the preparation date of the present report, the following important events occurred:

- Signing of a contract for the purchase and sale of shares of BIO PI DI SOLAR EOOD

In July 2024, the Group signed a contract for the acquisition of the shares of BIO PI DI SOLAR EOOD, which is developing the construction and operation of a 129.3 MW photovoltaic power plant in Bulgaria.

D. Prospectives

TERNA ENERGY Group continues its investment plan as the largest green energy Group in the country. Dedication in executing the investment plan is expected to further strengthen the long-term, predictable and recurring revenue streams. Regarding the immediate periods ahead, a similar picture to H1 is expected with the figures significantly strengthened on a year-on-year basis due to the operation of the Kafirea project for the full year. It should be pointed out that the 327 MW Kafirea project was fully electrified in the last quarter of 2023. Also since the beginning of the year, TERNA ENERGY Group has continued to further expand its portfolio, as 63 MW of photovoltaic projects are under construction in Greece, while the construction of another 560 MW of new projects of various technologies (mainly PV but also wind and storage projects) in Greece and abroad is gradually starting, which are expected to come on stream by the end of 2025, representing a total investment of €370 million. At the same time, the construction of the pumped storage project in Amphilochia is progressing according to plan, as well as the further maturation of new projects, aiming to increase capacity to 6.0 GW by the end of the decade.

E. Risks and uncertainties

The Group's activities expose it to various financial risks such as market risk (including foreign exchange risk, interest rate risk and price volatility risk), credit risk and liquidity risk. The Group, in order to deal with the financial risks and to limit their negative impact on its financial results, monitors the fluctuations of the variables that affect cost and sales and uses the appropriate products, as the case may be.

The main risks and uncertainties related to the Group's operations are as follows:

i. Credit risk

The Group examines its receivables on an on-going basis and incorporates the arising data in its credit control.

The total of the energy segment receivables relates to the broader domestic (including ΕΝΕΧ, DAPEEP and DEDDIE) and foreign Public Sector, while the same is the case regarding the main part of the construction segment receivables. Given the nature of its operations, the Group traditionally is not exposed to significant credit risk from trade receivables. In the past, there have been delays in collections from DAPEEP, which have been significantly reduced with the implementation of Law 4254 /14 as well as the extraordinary levy imposed for the fiscal year 2020 to address the side effects of the coronavirus pandemic, on electricity producers from Renewable Energy Sources (RES) power plants, which have been brought into normal or trial operation by 31 December 2015 (Government Gazette 245/09.12.2020). In other transactions with individuals, the Group operates with a view to limiting credit risk and securing its receivables. The credit risk in respect of cash and cash equivalent and other receivables is low, since the parties to the transaction are banks of high-quality capital structure, the State or the entities of the broader Public Sector or strong business groups.

Lastly, Group Management estimates that all the financial assets, for which the necessary impairments have been performed, are of high credit quality.

ii. Foreign exchange risk

Besides Greece, the Group operates in Eastern Europe and, therefore, it may be exposed to foreign exchange risk, potentially arising from the exchange rate of Euro against other currencies. This type of risk may arise only from trade transactions in foreign currency, from financial investments in foreign currency, as well as from net investments in foreign entities. To limit this risk, the Group uses the cash surpluses generated in local currency. During the operational phase, all related costs and revenues are made in local currency, thus excluding any possibility of generating currency exchange differences.

To mitigate this risk, the Group's financial management department systematically monitors exchange rate fluctuations and ensures that they do not adversely affect its cash flow.

Regarding the Company's transactions with foreign entities, such transactions primarily take place with European Groups, where Euro is the settlement currency and, therefore, such transactions are not exposed to foreign exchange risk.

iii. Interest rate risk

The Group's policy is to minimize its exposure to cash flow interest rate risk with regards to its long-term financing. In this context, long-term loans received by the Group either bear a fixed interest rate or are hedged for almost the entire duration. Thus, 16,74%% of the Group's long-term borrowing refers to fixed interest rate loans, 61,97% refers to floating-rate loans that have been hedged through derivatives with which future fixed rate payments are exchanged against floating rate collections, while 21,29% in floating rate loans on a case-by-case basis euribor or wibor.

The Group's total short-term bank loans are in Euro under floating interest rates linked to euribor. Short‐ term loans are primarily received as bridge financing during the phase of implementation and construction of the Group's investments (Wind parks). These loans are expected to be repaid within one year, while new short‐term loans are expected to be received to finance the construction of new wind parks Therefore, the Group is exposed to interest rate risk arising from short-term debt and the part of long‐term debt that is under floating interest rates. The Group is not exposed to other interest rate risks.

iv. Market risk analysis

The Group is not exposed to market risk for its financial assets, with the exception of the portfolio of listed securities. The Group has not taken specific hedging measures for this risk as any impact is not expected to be significant.

v. Liquidity risk analysis

The Group's liquidity is considered satisfactory, as apart from the effective cash and cash equivalents, currently operating wind farms generate satisfactory cash flows on an on-going basis. In the year 2024 net cash flows from continuing operating activities amounted to € 86 million versus € 65 million in 2023. The Group manages its liquidity needs by applying a cautious cash flow planning, by carefully monitoring the balance of long‐term financial liabilities as well as by systematically managing the payments which take place daily. The liquidity needs are monitored at different time zones, on a daily and weekly basis, as well as based on a moving 30‐day period. The liquidity needs for the next 6 months, and the next year are defined monthly. The Company maintains cash and cash equivalents in banks, in order to cover its liquidity needs for periods up to 30 days. The capital for mid‐term liquidity needs is released from the Company's term deposits.

vi. Other risks and uncertainties

(a) Climate Change Risk and Fluctuations in wind and hydrological data

The Group's main activity is directly linked to climate conditions and in this context, the Management closely monitors developments and evaluates the possible impacts that climate changes may have on the smooth operation of its facilities. Henceforth, new factors will be incorporated into the models of the relevant calculations, which will allow the consideration of possible force majeure events, in order to examine in greater depth the viability of each planned investment.

With regard to its activity in the energy sector, the Group remains exposed to short-term fluctuations in wind and hydrological data, without this affecting the long-term profitability of its projects, as the implementation of its investments is preceded by extensive studies on the long-term behaviour of these factors.

(b) Special reference to the wars in the wider area of the Group's operations

Military conflicts in the Group's wider region of operations such as Ukraine and the Middle East continue with the chances of their resolution still very low. TERNA ENERGY Group continues to closely monitor developments which have not had and are not expected to have a direct impact on its figures and performance. As the majority of the A/Ps have a fixed sales price, the significant costs are depreciation of equipment and borrowing costs where it refers to fixed rate loans, the impact of which, continues to be insignificant and this is not expected to change in the foreseeable future.

Finally, due to the dynamic nature of these events, new risks may arise. Taking into account the current uncertainty in the wider economic climate, the Group's management is trying to assess any indirect consequences on the Group in a timely manner.

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 understanding the Group's financial and operating results as well as its financial position when describing the Company's performance, the following indicators are used: 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 sector:

EBIΤ (Earnings before Interest & Taxes): It is a ratio by which the Company's Management assesses its operating performance. It is defined as: Turnover, - Cost of sales, - Administrative & distribution expenses, - Research & development expenses, +/- Other Income / (Expenses) and other Gains / (Losses) included in EBIT. The other Income / (Expenses) determinants are defined as Other Income (Expenses), not including foreign exchange valuation differences, Impairment / (Recovery of impairment) of assets as presented in Note 22.

EBITDA (Earnings before Interest Taxes Depreciation & Amortization): The ratio is calculated as Earnings before Interest & Tax (EBIT) adding the total depreciation of tangible and intangible assets and deducting grants depreciations. The greater the indicator is, the more efficient the operation of the Company becomes. The EBITDA is defined as EBIT adding assets depreciation, less grants depreciation.

"Net debt / (Surplus)" is a ratio by which the Company's Management assesses each time the respective cash position. The ratio is defined as total long-term loan liabilities, short-term loan liabilities, long-term liabilities carried forward, less cash and cash equivalents (excluding the amounts of grants to be repaid) less restricted deposits related to bank debt.

"Gross Profit Margin" is a ratio by which the Company's Management assesses the return level and is defined as Gross Profit to Turnover.

"Loan Liabilities to Total Capital in Use" is an indicator by which management assesses the Group's financial leverage. Borrowings are defined as the total of Short-term borrowings, Long-term borrowings and Longterm borrowings payable in the following financial year. Total Capital Employed is defined as total Equity, Borrowings, Lease Obligations, Lease Obligations, Grants less the amount of cash and cash equivalents that are not subject to any usage restriction or commitment other than commitments related to borrowings.

The following tables configures the ratios "EBIT", "EBITDA", "Net debt / (Surplus)", "Gross Profit Margin" and "Loan Liabilities to Total Capital Employed":

Operating segments Continued
Operations of
Electricity from RES
Consolidated
total of Held for
Sale Operations
Consolidated total
Continued and Held for
Sale Opreations
30th June 2024
Continuing and held for sale operations
Revenue 152.113 30.868 182.981
Cost of sales (55.446) (40.529) (95.975)
Gross profit from continuing and held for sale
operations
96.667 (9.661) 87.006
Administrative and distribution expenses (24.626) (1.141) (25.767)
Research and development expenses (3.999) (853) (4.852)
Other income/(expenses) and other gain/(losses)-
ΕΒΙΤ determinants
1.731 (2.107) (376)
Operating results (EBIT) from continuing and held
for sale operations
69.773 (13.762) 56.011
Other income/(expenses) and other gain/(losses)-
non-ΕΒΙΤ determinants
133 406 539
Operating results from continuing and held for sale
operations
69.906 (13.356) 56.550

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

Financial income 546 3.886 4.432
Financial expenses (32.078) (2.250) (34.328)
Gains/(Losses) from financial instruments measured
at fair value
1.083 5 1.088
Revenue from participating interest and other
investments
14 14
Gains/(losses) from disposals and valuation of 765 765
participations and other investments
Share of results of assosiates and joint ventures (46) (46)
Gains/(Losses) from measurment at fair value of Net
Assets directly associated with disposal group
(20.224) (20.224)
Profit/Loses befor tax from continuing and held for
sale operations
40.236 (31.985) 8.251
Income tax expense (10.173) (3.654) (13.827)
Net profit/(losses) from continuing and held for sale
operations
30.063 (35.639) (5.576)
Depreciation (28.189) (537) (28.726)
Grants' amortisation 1.920 1.920
EBITDA from continuing and held for sale operations 96.042 (13.225) 82.817
Long‐term loans 942.236 53.845 996.081
Short‐term loans 69.863 69.863
Long‐term liabilities carried forward 98.942 14.364 113.306
Cash and cash equivalents (266.165) (18.852) (285.017)
Restricted cash (Note 12) (68.731) (5.791) (74.522)
Net debt/(surplus) 776.145 43.566 819.711
Operating segments Continued Operations
of Electricity from RES
Consolidated
total of Held for
Sale Operations
Consolidated total
Continued and Held for
Sale Opreations
30th June 2023
Continuing and held for sale operations
Revenue
Cost of sales
106.710
(48.189)
38.930
(34.342)
145.640
(82.531)
Gross profit from continuing and held for sale
operations
58.521 4.588 63.109
Administrative and distribution expenses (15.417) (1.435) (16.852)
Research and development expenses (2.922) (797) (3.719)
Other income/(expenses) and other gain/(losses)-
ΕΒΙΤ determinants
8.429 205 8.634
Operating results (EBIT) from continuing and held
for sale operations
48.611 2.561 51.172
Other income/(expenses) and other gain/(losses)-
non-ΕΒΙΤ determinants
(193) (974) (1.167)
Operating results from continuing and held for sale
operations
48.418 1.587 50.005
Financial income 229 4.213 4.442
Financial expenses (21.534) (2.891) (24.425)
Gains/(Losses) from financial instruments measured
at fair value
(270) (270)
Profit/Loses before tax from continuing and held
for sale operations
26.843 2.909 29.752
Income tax expense (6.269) (437) (6.706)

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

Depreciation (25.509) (247) (25.756)
Grants' amortisation 2.676 2.676
EBITDA from continuing and held for sale
operations
71.444 2.808 74.252
31st December 2023
Long‐term loans 987.387 66.877 1.054.264
Long‐term liabilities carried forward 93.219 19.629 112.848
Cash and cash equivalents (224.639) (23.388) (248.027)
Restricted cash (68.663) (5.791) (74.454)
Net debt/(surplus) 787.304 57.327 844.631
Operating segments Continued Operations
of Electricity from RES
Consolidated
total of Held for
Sale Operations
Consolidated total
Continued and Held for
Sale Opreations
30th June 2024
Revenue 152.113 30.868 182.981
Cost of sales (55.446) (40.529) (95.975)
Gross profit 96.667 (9.661) 87.006
Gross profit margin 63,55% (31,30)% 47,55%
Operating segments Continued Operations
of Electricity from RES
Consolidated
total of Held for
Sale Operations
Consolidated total
Continued and Held for
Sale Opreations
30th June 2023
Revenue 106.710 38.930 145.640
Cost of sales (48.189) (34.342) (82.531)
Gross profit 58.521 4.588 63.109
Gross profit margin 54,84% 11,79% 43,33%

The ratio "Loan Liabilities to Total Capital Employed" at the end of 2024 and 2023 is as follows:

Amounts in thousand € 30/06/2024 31/12/2023
Short‐term loans 69.863
Long‐term loans 942.236 1.054.264
Long‐term liabilities carried forward 98.942 112.848
Loan liabilities 1.111.041 1.167.112
Total equity 458.336 506.206
Loan liabilities 1.111.041 1.167.112
Lease liabilities (Long-term and Short-term portion) 31.295 30.826
Grants 160.915 162.812
Subtotal 1.761.587 1.866.956
Less:
Cash and cash equivalents 266.165 248.027
Restricted cash related with loans (Note 12) 68.731 74.455
Subtotal 334.896 322.482
Total employed capital 1.426.691 1.544.474
Loan Liabilities / Total employed capital 78% 76%

G. Transactions with related parties

The Company's transactions with related parties pursuant to the provisions of IAS 24 have been conducted under normal market conditions. In the year 2024 the amounts of sales and purchases as well as balances of the Company's and Group's assets and liabilities as of 30/06/2024 arising from transactions with related parties are presented in Note 25 of the financial statements.

Transactions with members of the BoD

The total amounts paid to the members of the Board of the Group accounted for 3.335 Euros (for the Parent Company: 2.755 Euros), 1.620 Euros (for the Parent Company: 1.370 Euros) related with Board Rewards, while amount of 1.715 Euros (for the Parent Company: 1.385 Euros) are related with remuneration for professional services.

H. Treasury Shares

The Company during the period 01/01/2024 – 31/12/2024 did not purchase own shares. Hence, on 31/12/2021 the Company owned 653.046 Treasury Shares. These shares represented a percentage 0,55% of the paid-up share capital of the Company

I. Facilities and Branches

In the context of its business activity, the Company creates Branches, Construction sites and other similar facilities. On 30th of June 2023 the Company had 71 facilities.

Athens, 25/09/2024 On behalf of the Board of Directors,

Georgios Peristeris Chairman of the Board of Directors

III. Independent Auditor's Report on Review of Condensed Interim Financial Information

(Translated from the original in Greek)

To the Shareholders of

TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL SOCIETE ANONYME

Report on the Review of Condensed Interim Financial Information

Introduction

We have reviewed the accompanying interim condensed Separate and Consolidated Statement of Financial Position of TERNA ENERGY INDUSTRIAL COMMERCIAL TECHNICAL SOCIETE ANONYME (the "Company") as at 30 June 2024 and the related condensed Separate and Consolidated Statements of Profit or Loss and other Comprehensive Income, Changes in Equity and Cash Flows for the six-month period then ended and the selected explanatory notes, which comprise the condensed interim Separate and Consolidated financial information and which forms an integral part of the six-month financial report of articles 5 and 5a of Law 3556/2007. Management is responsible for the preparation and presentation of this condensed interim Separate and Consolidated financial information in accordance with the International Financial Reporting Standards adopted by the European Union and specifically with International Accounting Standard (IAS) 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on this condensed interim Separate and Consolidated financial information based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements (ISRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, as incorporated in Greek Law, and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim Separate and Consolidated financial information as at 30 June 2024 is not prepared, in all material respects, in accordance with IAS 34 "Interim Financial Reporting".

Report on Other Legal and Regulatory Requirements

Our review did not identify any material inconsistency or error in the statements of the members of the Board of Directors and in the information of the six-month Financial Report of the Board of Directors as defined in articles 5 and 5a of Law 3556/2007 in relation to the accompanying interim condensed Separate and Consolidated financial information.

Athens, 26 September 2024 KPMG Certified Auditors S.A. Reg. No SOEL 114

Anastasios Kyriacoulis, Certified Auditor Accountant ΑΜ SOEL 39231

IV. CONDENSED INTERIM SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED AS AT JUNE 30th, 2024 (1 January 2024 ‐ 30 June 2024)

According to the International Financial Reporting Standards (IFRS) as adopted by the European Union,

and, in particular, in compliance with IAS 34

The attached Condensed Interim Separate and Consolidated Financial Statements were approved by the Board of Directors of TERNA ENERGY S.A. as at 25/09/2024 and have been published on the website www.terna‐energy.com as well as on the Athens Exchange's website.

INTERIM CONDENSED CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION AS OF 30th, JUNE 2024

GROUP COMPANY
Note 30/06/2024 31/12/2023 30/06/2024 31/12/2023
ASSETS
Non-current assets
Intangible assets 7 60.194 69.762 2.674 2.533
Tangible assets 9 1.319.949 1.332.557 59.263 62.758
Right-of-use assets 8 31.409 30.830 23.205 22.897
Investement in subsidiaries 367.063 354.831
Investment in joint ventures 4.164 4.476
Other long‐term receivables 10 5.511 5.631 114.841 138.352
Receivables from derivatives 15 17.681 17.810 1.337 3.082
Financial Assets – Concessions 60.558
Investments in equity interests 4.072 5.268 4.072 5.268
Deferred tax assets 20 23.956 21.875 11.343 9.228
Total non‐current assets 1.462.772 1.548.455 583.798 603.425
Current assets
Inventories 9.872 9.632 5.365 6.036
Trade receivables 11 26.521 78.825 49.741 114.889
Receivables from contracts with customers 11 27.643 44.179 11.736 13.246
Prepayments and other receivables 11 104.045 131.748 23.813 31.960
Income tax receivables 3.294 4.767 1.976 1.830
Other short-term investments 3.986 7.549 3.986 3.221
Receivables from derivatives 15 4.233 5.650 429 525
Cash and cash equivalents 12 266.165 248.027 79.221 53.082
Non-current assets held for sale 169.537 83.017
Total current assets 615.296 530.377 259.284 224.789
TOTAL ASSETS 2.078.068 2.078.832 843.082 828.214
EQUITY AND LIABILITIES
Share capital 19 35.432 35.432 35.432 35.432
Share premium 19 209.195 209.195 209.195 209.195
Reserves 19 80.319 66.404 6.792 9.282
Retained earnings 125.693 184.141 19.744 79.731
Reserves of disposal group held for sale (1.792) (89)
Total equity attributable to the shareholders of
the parent
448.847 495.172 271.074 333.640
Non‐controlling interest 9.489 11.034
Total equity 458.336 506.206 271.074 333.640

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

GROUP ENTITY
Note 30/06/2024 31/12/2023 30/06/2024 31/12/2023
Long‐term liabilities
Long‐term loans 13 942.236 1.054.264 351.771 366.433
Lease liabilities 14 29.393 28.836 21.361 21.209
Liabilities from derivatives 15 9.816 9.655 829
Provision for staff indemnities 288 301 266 272
Other provisions 16 20.403 19.253 4.821 4.704
Grants 17 160.915 162.812 9.689 10.105
Liabilities from contracts with customers 2.586 2.646 2.586 2.646
Deferred tax liabilities 20 55.515 52.792
Other long‐term liabilities 10.961 10.558 10.961 10.541
Total long‐term liabilities 1.232.113 1.341.117 402.284 415.910
Short‐term liabilities
Suppliers 18 31.733 62.664 18.152 25.703
Short‐term loans 13 69.863 30.015
Long‐term liabilities carried forward 13 98.942 112.848 21.974 14.788
Lease liabilities 14 1.902 1.990 1.461 1.472
Liabilities from derivatives 15 7.278 7.933 4.988 5.663
Liabilities from contracts with customers 6.067 8.778 4.183 13.882
Accrued and other short‐term liabilities 18 70.036 29.822 60.561 17.078
Income tax payable 20 7.938 7.474 78
Liabilities included in disposal groups classified as
held for sale
93.860 28.390
Total short‐term liabilities 387.619 231.509 169.724 78.664
Total liabilities 1.619.732 1.572.626 572.008 494.574
TOTAL LIABILITIES AND EQUITY 2.078.068 2.078.832 843.082 828.214

Note:

The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements.

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024 (Amounts in Euro thousand unless stated otherwise)

INTERIM CONDENSED CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD 01/01 - 30/06/2024

GROUP COMPANY
Note 01/01 -
30/06/2024
01/01 -
30/06/2023*
01/01 -
30/06/2024
01/01 -
30/06/2023*
Continuing operations
Revenue 21 152.113 106.710 21.212 42.831
Cost of sales (55.446) (48.189) (13.079) (34.542)
Gross profit 96.667 58.521 8.133 8.289
Administrative and distribution expenses (24.626) (15.417) (16.476) (8.400)
Research and development expenses (3.999) (2.922) (3.953) (2.674)
Other income/(expenses) 22 1.864 8.236 830 4.565
Operating results 69.906 48.418 (11.466) 1.780
Financial income 23 546 229 2.429 2.332
Financial expenses 23 (32.078) (21.534) (9.560) (10.342)
Gains/(losses) from financial instruments
measured at fair value
1.083 (270) 1.083 (270)
Revenue from participating interest and other
investments
23 14 19.356 33.763
Gains/(losses) from disposals and valuation of
participations and other investments
765 765 (1.211)
Profit before tax from continuing operations 40.236 26.843 2.607 26.052
Income tax expense 20 (10.173) (6.269) 2.735 (1.193)
Net profit for the year from continuing
operations
30.063 20.574 5.342 24.859
Held for sale operations **
Net (losses)/profit for the year from Held for sale
operations
6 (35.639) 2.472 (21.314) 614
Net (losses)/profit for the year from continuing
and held for sale operations
(5.576) 23.046 (15.972) 25.473
Other comprehensive income
Items subsequently reclassified in the Income
Statement
Foreign exchange translation differences from
incorporation of foreign operations
- Gains of the current year 372 2.072
Cast flows hedges
-(Losses)/gains of the current year 4.797 1.091 (3.079) 7.694
Corresponding income tax (1.050) (235) 677 (1.689)
Total 4.119 2.928 (2.402) 6.005
Items not subsequently reclassified in the
Income Statement
Gains from valuation of participating interest at
fair value
272 51 272 51
Actuarial losses from defined benefit plans (8)
Corresponding income tax (60) (12) (60) (11)
Total 212 31 212 40
Other comprehensive (loss)/income for the year
(after tax) 4.331 2.959 (2.190) 6.045
Held for sale operations **
Other comprehensive income from Held for sale
operations
188 (110) (106)
Other comprehensive income (after tax) 4.519 2.849 (2.296) 6.045
Total comprehensive (loss)/income for the year (1.057) 25.895 (18.268) 31.518

INTERIM CONDENSED CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD 01/01 - 30/06/2024

GROUP
Note 01/01 -30/06/2024 01/01 -30/06/2023*
Net (losses)/profit for the year attributed to:
Shareholders of the parent from:
- Continuing operations 29.897 20.435
- Held for sale operations ** (36.314) 1.745
Total (6.417) 22.180
Non‐controlling interests from:
- Continuing operations 166 139
- Held for sale operations ** 675 727
Total 841 866
Net Earnings/(losses) after taxes from Continuing Operations and Held
for Sale operations
(5.576) 23.046
Total comprehensive (loss)/income for the year attributed to:
Shareholders of the parent from:
- Continuing operations 34.210 23.283
- Held for sale operations ** (36.127) 1.745
Total (1.917) 25.028
Non‐controlling interests from:
- Continuing operations 184 251
- Held for sale operations ** 676 616
Total 860 867
Total comprehensive income (1.057) 25.895
Basic Earnings per share (in Euro) attributed to shareholders of the
parent
- from Continuing operations 19 0,25523 0,17541
- Held for sale operations ** 19 (0,31002) 0,01498
- from Continuing Operations and Held for Sale Operations 19 (0,05479) 0,19039
Average weighted number of shares
Basic 19 117.136.139 116.497.348

Notes:

* The comparative figures of the Group and the Company for the financial year 2023 have been revised so as to include only continuing operations, as a consequence of the recognition of the Group's Construction and Concessions segments as held for sale in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". See Note 6.

**The results of periods relating to activities held for sale are presented in accordance with the requirements of IFRS 5 Non-current assets held for sale and discontinued operations. See notes 2.1 and 2.4

INTERIM CONDENSED CONSOLIDATED AND SEPARATE STATEMENT OF CASH FLOWS FOR THE PERIOD 01/01 - 30/06/2024

GROUP COMPANY
Note 01/01 -
30/06/2024
01/01 -
30/06/2023*
01/01 -
30/06/2024
01/01 -
30/06/2023*
Cash flows from operating activities
Profit before tax from continuing operations 40.236 26.843 2.607 26.052
Adjustments for reconciliation of net flows from
operating activities
Amortisation/depreciation of intangible, tangible and
right-of-use assets
7, 8, 9 28.189 25.509 3.234 3.996
Grants' amortisation 17 (1.920) (2.676) (416) (629)
Impairment 22 1.418 23 1.235
Provisions 16 17 24 16 23
Interest and related income 23 (546) (229) (2.429) (2.332)
Interest and other financial expenses 23 32.078 21.534 9.560 10.342
Results from intangible and tangible assets, investment
property and right-of-use assets
148
Revenue from participating interest and other
investments
(779) (20.121) (33.763)
Results from derivatives 15 (1.083) 270 (1.083) 270
Foreign currency exchange differences 22 (315) (1.199)
Results from Share based payments programms 19 868 448 868 448
Operating (loss)/profit before changes in working
capital
96.915 71.942 (7.741) 5.642
(Increase)/Decrease in:
Inventories (963) (795) (52) (370)
Trade receivables and receivables from contracts with
customers
(14.378) 5.614 1.542 31.721
Prepayments and other short term receivables 4.553 (4.211) (5.348) (19.480)
Increase/(Decrease)\ in:
Suppliers and liabilities from contracts with customers 5.382 791 2.251 (15.172)
Accrued and other short term liabilities 374 (4.546) 903 (2.548)
Other long term receivables and liabilities (53) 398 (64) (59)
Income tax paid (6.006) (4.039) 303 50
Net cash (outflows)/inflows from operating activities
continuing operations
85.824 65.154 (8.206) (216)
Cash flows from operating activities held for sale** 17.346 (7.578) 20.585 (9.336)
Net cash (outflows)/inflows from operating activities 103.170 57.576 12.379 (9.552)

INTERIM CONDENSED CONSOLIDATED AND SEPARATE STATEMENT OF CASH FLOWS FOR THE PERIOD 01/01 - 30/06/2024

GROUP ENTITY
Note 01/01 -
30/06/2024
01/01 -
30/06/2023*
01/01 -
30/06/2024
01/01 -
30/06/2023*
Cash flows from investing activities
Acquisition of tangible and intangible fixed assets 7, 9 (42.164) (134.047) (1.536) (2.577)
Disposal of tangible and intangible fixed assets 7, 9 197 27 134 10.016
Return of grants (260)
Interest and related income collected 589 207 2.268 962
Payments for acquisition of companies (4.970) (1.429) (21.233) (1.769)
Proceeds from changes in participating interest 5.498 4.031 35.190
Payments for acquisition or increase in participating
interest in associates and joint ventures
(65) (50) (65) (50)
Payments for acquisition
of shares, bonds and other securities
(308) (281) (308) (201)
Dividends received 14 19.092 28.639
Issued loans (446) (156) (1.206)
Proceeds from issued loans 738 500 2.265
Net cash (outflows)/inflows from investing activities
continuing operations
(46.415) (130.491) 2.883 71.269
Cash flows from investing activities held for sale** 4.215 1.741 (117)
Net cash (outflows)/inflows from investing activities (42.200) (128.750) 2.766 71.269
Cash flows from financing activities
Share capital return of subsidiaries to non-controlling
interests
(1.052)
Proceeds from long term loans 13 167.073 6.800
Payments for long term loans 13 (50.485) (67.726) (10.257) (13.205)
Lease liability payments 14 (1.707) (1.555) (1.264) (1.218)
Proceeds from short term loans 13 69.715 30.000
Payments of short term loans 13 (60.000) (60.000)
Dividends paid to non-controlling interest of subsidiaries 19 (445) (250)
Interest paid (32.489) (27.002) (5.799) (5.820)
Net cash (outflows)/inflows from financing activities
continuing operations
(16.463) 10.540 12.680 (73.443)
Cash flows from financting activities held for sale** (7.992) (5.447) (173) (86)
Net cash (outflows)/inflows from financing activities (24.455) 5.093 12.507 (73.529)
Net increase/(decrease) in cash and cash equivalents from
continuing operations
22.946 (54.797) 7.357 (2.390)
Net increase/(decrease) in cash and cash equivalents from
Held for sale operations
13.569 (11.284) 20.295 (9.422)
Net increase/(decrease) in cash and cash equivalents 36.515 (66.081) 27.652 (11.812)
Effect of exchange rate changes on cash & cash
equivalents
475 541
Less of cash & cash equivalents of Hled for sale (18.852) (1.513)
Opening cash and cash equivalents 12 248.027 391.896 53.082 110.917
Closing cash and cash equivalents 12 266.165 326.356 79.221 99.105
Notes:

* The comparative figures of the Group and the Company for the financial year 2023 have been revised to include only continuing operations, as a consequence of the recognition of the Group's Construction and Concessions segments as held for sale in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". Note 6.

** Cash flows from activities held for sale for the periods are presented in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". See notes 2.1 and 2.4

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY OF THE GROUP (01/01 -30/06/2023)

Note Share
capital
Share
premium
Reserves Retained
Earnings
Subtota
l
Non
controlling
interests
Total
1 January 2023 34.757 209.870 107.180 129.287 481.094 10.082 491.176
Net profit for the year from continuing and held for sale operations 22.180 22.180 866 23.046
Other comprehensive income
Foreign exchange translation differences from incorporation of foreign
operations
2.072 2.072 2.072
Gains/(losses) from valuation of participating interest at fair value (not
reclassified in the Statement of Comprehensive Income)
40 40 40
Cast flows hedges 15 856 856 856
Actuarial losses from defined benefit plans (8) (8) (8)
Other comprehensive income from Held for sale operations (110) (110) (110)
Other comprehensive income for the year (after tax) 2.850 2.850 2.850
Total comprehensive income for the year 2.850 22.180 25.030 866 25.896
Capitalization of reserves & retained earnings 19 675 (675) (3) (3) (3)
Formation of reserves 19 3.444 (2.997) 447 447
Distribution of dividends 19 (42.399) (42.399) (1.023) (43.422)
Distribution of reserves (2.826) (2.826) (2.826)
Transfers-Other movements (46.800) 46.800
Transactions with shareholders 675 (675) (46.182) 1.401 (44.781) (1.023) (45.804)
Total equity 30th June 2023 35.432 209.195 63.848 152.868 461.343 9.925 471.268

Note:

* The comparative figures of the Group and the Company for the financial year 2023 have been revised to include only continuing operations, as a consequence of the recognition of the Group's Construction and Concessions segments as held for sale in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". Note 6.

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY OF THE GROUP (01/01 -30/06/2024)

Note Share
capital
Share
premium
Reserves Retained
Earnings
Subtotal Non
controlling
interests
Total
1 January 2024 35.432 209.195 66.404 184.141 495.172 11.034 506.206
Net losses for the year from continuing and held for sale operations (6.417) (6.417) 841 (5.576)
Other comprehensive income
Foreign exchange translation differences from incorporation of foreign
operations
372 372 372
Gains/(losses) from valuation of participating interest at fair value (not
reclassified in the Statement of Comprehensive Income)
212 212 212
Cast flows hedges 15 3.729 3.729 18 3.747
Other comprehensive income from Held for sale operations 188 188 188
Other comprehensive income for the year (after tax) 4.501 4.501 18 4.519
Total comprehensive losses for the year 4.501 (6.417) (1.916) 859 (1.057)
Share capital return 19 (1.052) (1.052)
Formation of reserves 19 8.928 (8.170) 758 111 869
Distribution of dividends 19 (1.306) (43.861) (45.167) (1.463) (46.630)
Transactions with shareholders 7.622 (52.031) (44.409) (2.404) (46.813)
Total equity 30th June 2024 35.432 209.195 78.527 125.693 448.847 9.489 458.336

Note:

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

INTERIM SEPARATE STATEMENT OF CHANGES IN EQUITY OF THE COMPANY (01/01 -30/06/2023)

Note Share capital Share premium Reserves Retained
Earnings
Total
1 January 2023 34.757 209.870 48.012 43.718 336.357
Net profit for the year from continuing and held for sale operations 25.473 25.473
Other comprehensive income
Gains/(losses) from valuation of participating interest at fair value (not reclassified in
the Statement of Comprehensive Income)
40 40
Cast flows hedges 15 6.005 6.005
Other comprehensive income for the year (after tax) 6.045 6.045
Total comprehensive income for the year 6.045 25.473 31.518
Capitalization of reserves & retained earnings 19 675 (675) (3) (3)
Formation of reserves 19 659 (211) 448
Distribution of dividends 19 (42.399) (42.399)
Distribution of reserves (2.826) (2.826)
Transfers-Other movements (46.800) 46.800
Transactions with shareholders 675 (675) (48.967) 4.187 (44.780)
30th June 2023 35.432 209.195 5.090 73.378 323.095

Note:

* The comparative figures of the Group and the Company for the financial year 2023 have been revised to include only continuing operations, as a consequence of the recognition of the Group's Construction and Concessions segments as held for sale in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". Note 6.

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

INTERIM SEPARATE STATEMENT OF CHANGES IN EQUITY OF THE COMPANY (01/01 -30/06/2024)

Share capital Share premium Reserves Retained
Earnings
Total
1 January 2024 35.432 209.195 9.282 79.731 333.640
Net losses for the year from continuing and held for sale operations (15.972) (15.972)
Other comprehensive income
Gains/(losses) from valuation of participating interest at fair value (not reclassified
in the Statement of Comprehensive Income)
212 212
Cast flows hedges 15 (2.402) (2.402)
Other comprehensive income from Held for sale operations (106) (106)
Other comprehensive income for the year (after tax) (2.296) (2.296)
Total comprehensive income for the year (2.296) (15.972) (18.268)
Formation of reserves 19 1.023 (154) 869
Distribution of dividends 19 (1.306) (43.861) (45.167)
Transactions with shareholders (283) (44.015) (44.298)
30th June 2024 35.432 209.195 6.703 19.744 271.074

Note:

NOTE AND DISCLOSURES OF FINANCIAL STATEMENTS

1. GROUP GENERAL INFORMATION

TERNA ENERGY Group of companies (hereinafter "the Group" or "TERNA ENERGY") is a Greek Group of companies operating in the sector of renewable energy sources. The Group's continuing operations relate to the construction and exploitation of installations renewable wind and hydroelectric energy sources, photovoltaic parks, as well as other Renewable Energy Sources (RES).

TERNA ENERGY holds Class 6 contractor certificate and its operations in the construction sector include construction of private and public projects as a main contractor or subcontractor or through joint ventures. Based on the effective legislation, it can undertake private or self-financed projects (based on Law 4412/2016), regardless of budgeting, depending on the technical and financial criteria established every time, independently or through a joint venture.

TERNA ENERGY has succeeded the Technical Constructions Company (ETKA SA), established in 1949 (Government Gazette 166/21.06.1949), which TERNA ENERGY S.A. absorbed in 1999, and which was established in 1997 (Government Gazette 6524/11.09.1997). TERNA ENERGY is domiciled in Athens, Greece, 85 Mesogeion Ave. The Company has been listed on ATHEX since 2007.

The Group's operations are mainly performed in Greece, while the Group also has a strong presence in the Balkans and Eastern Europe. The Group's operations focus on the following operating segments:

Constructions: almost exclusively, contracts regarding technical works.

Electric energy from RES: production of electricity through wind farms, solar and hydroelectric energy and biomass.

Concessions: construction and operation of public sector works (Unified Automatic Collection System and municipal waste treatment facility) in exchange for their long-term exploitation rendering services to the public.

Pursuant to the signing of a share purchase and sale agreement between GEK TERNA S.A. and 'Masdar Hellas Unipersonal Company', which is a 100% indirect subsidiary of 'Abu Dhabi Future Energy Company PJSC - Masdar', the activities of TERNA ENERGY GROUP ABETE other than the 'Electricity from renewable energy sources' activity, i.e. the Construction and Concessions activities, are now included in the activities for sale as defined in IFRS 5 (see Note 6).

The companies of TERNA ENERGY Group included in the consolidated Financial Statements and their tax noninspected FYs are analytically recorded in Note 4 of the Financial Statements.

The parent company of TERNA ENERGY is GEK TERNA S.A., also a listed entity on the Athens Stock Exchange, Greece. On 30/06/2024. GEK TERNA SA held 36,587% (31/12/2023: 37,298%) of TERNA ENERGY's issued share capital and voting rights. The financial statements of TERNA ENERGY Group are consolidated in the financial statements of GEK TERNA S.A. under the full consolidation method, given the fact that they comply with the provisions of IFRS 10 assessing that GEK TERNA S.A. exercises control over TERNA ENERGY S.A.

The enclosed separate and consolidated Financial Statements as of 31st December 2021 were approved by the Board of Directors on 25/09/2024.

2. FRAMEWORK FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

2.1 Disclosure Framework of Financial Statements

The Company's Interim Condensed Consolidated and Company Financial Statements as at 30 June 2024 covering the six-month period from 1 January to 30 June 2024 have been prepared in accordance with the provisions of International Accounting Standard (IAS) 34 "Interim Financial Reporting". The Group applies all International Accounting Standards (IASs), International Financial Reporting Standards (IFRSs) and their Interpretations that are applicable to its operations. The relevant accounting policies used in the presentation of the interim condensed financial information are consistent with the accounting policies used in the preparation of the Company's and the Group's annual financial statements for the year ended 31 December 2023 including the new standards, a summary of which is presented in Note 2.6.

The Interim Condensed Consolidated and Consolidated Financial Statements do not present all the information and notes required in the Annual Financial Statements and should therefore be examined and evaluated in conjunction with the published Annual Financial Statements for the year ended 31 December 2023, which are available on the Company's website.

The Company's Management, in the context of the preparation of the Interim Condensed Consolidated and Consolidated Financial Statements, having assessed the terms of the share purchase and commitment agreement signed between GEK TERNA S.A. and 'Masdar Hellas Societe Anonyme', has considered the activities that are to be transferred from TERNA ENERGY SA in the Context of the Transaction (see Note 6), as discontinued operations as defined in IFRS 5. Based on the above, the Company's management presents the results of "Non-core Assets" in Note 6 entitled "Activities and Assets Held for Sale", while the results of the other segments of the Group are presented in the interim condensed consolidated and company statement of comprehensive income for the period 01/01 - 30/06/2024.

Going Concern

In determining the appropriate basis for the preparation of the Consolidated and Company Financial Statements, management should consider whether the Group is capable of continuing in business for the foreseeable future. Management believes that the Group and the Company have sufficient resources to ensure that the Group and the Company will continue to operate as a "Going Concern" for the foreseeable future.

2.2 Measurement basis

The accompanying Condensed Interim Consolidated and Standalone Financial Statements as of June 30th, 2024, have been prepared according to the principle of historical cost, apart from financial derivatives, liability for contingent consideration and investments in equity instruments which are being measured at fair value.

2.3 Presentation currency

The presentation currency is Euro (the currency of the Group's parent Headquarters) and all the amounts are presented in thousand Euro unless otherwise mentioned.

2.4 Comparability

The figures of the Consolidated and Company's Statement of Financial Position as of 30.06.2024 are not directly comparable with the figures of 31.12.2023, as the assets and related liabilities of "Non-core assets" as of 30.06.2024 have been classified as a disposal group according to IFRS 5 and were aggregated under the items "Assets held for sale", "Liabilities directly associated with assets held for sale" and "Reserves held for

sale") and related to assets held for sale, in accordance with the requirements of IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations" (see details in Note 6).

Furthermore, the figures of the Consolidated Statement of Comprehensive Income and the Consolidated Statement of Cash Flows for the six-month period ended 30.06.2023 have been restated in order to reflect separately continuing operations and held for sale operations.

The results of the "Non-core assets" segment for both the current six-month period and the comparative sixmonth period are included in a separate line item in the Consolidated Statement of Comprehensive Income entitled "Held for sale operations". The analysis of the results reported in the line item "Held for sale operations" is presented in Note 6 "Activities and Assets Held for Sale". For the Company, cash flows related to changes in investments in subsidiaries have been classified as "Net cash (outflows)/inflows from investing activities" for both the current and comparative periods.

2.5 Use of estimations

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 current conditions. The estimates and assumptions relate to the future and, consequently, the actual results may differ from the accounting calculations.

The areas requiring the highest degree of judgment as well as the factors mostly affecting the consolidated Financial Statements are presented in Note 3 of the Annual Financial Statements ended on 31st of December 2023.

Uncertainty over Estimations

In particular, the Management examined the special circumstances that could have a significant impact on the business operations of the RES operating segment and the risks which the Group is exposed to (see analytically Note 3 to the accompanying Interim Condensed Financial Statements as of 30/06/2022).

Estimates during calculation of the value in use of non-current assets.

In the electricity sector from RES, in Greece, Central and Eastern Europe, there was no interruption or other negative impact on the operation of the facilities that the Group exploits. In accordance with the accounting policies followed and the requirements of IAS 36, the Group performs impairment tests on the assets at the end of each annual reporting period. The impairment test, in accordance with the requirements of IAS 36, may be carried out earlier, when there are indications of possible impairment loss. From the relevant impairment test carried out on 30/06/2024, and focusing on both external and internal factors, there was no need to recognize impairment losses in the Interim Condensed Financial Statements as of 30 June 2024. It is noted that the Management will continue to monitor the trends for the rest of the year and adjust its estimates accordingly if required.

Provisions for credit losses according to IFRS 9

Regarding the Group's revenue collections, the Group has not identified significant discrepancies regarding the course of collections in each key operating segment, to the extent they could constitute an indication of significant delays in the collections of each operating segment. In this context, there was no need to recognize additional credit loss provisions in accordance with the requirements of IFRS 9.

2.6 New Standards, Interpretations and Amendments of Standards

The Condensed Interim Financial Statements for the six-month period ended as at 30/06/2024 comprise of a limited scope of information as compared to that presented in the annual Financial Statements. The accounting policies, based on which the Financial Statements were prepared, are consistent with those used under the preparation of the annual Financial Statements for the year ended as at 31/12/2023, except for the changes to Standards and Interpretations in force since 01/01/2024 (see Notes 2.6.1 and 2.6.2.).

Therefore, the attached condensed interim six-month financial statements should be read in line with the latest published annual Financial Statements as of 31/12/2023 that include a full analysis of the accounting policies and valuation methods used.

2.6.1 New 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 01/01/2024.

Amendments to IFRS 16 "Leases: Lease Liability in a Sale and Leaseback" (effective for annual periods starting on or after 01/01/2024)

In September 2022, the IASB issued narrow-scope amendments to IFRS 16 "Leases" which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the date the transaction takes place. However, IFRS 16 had not specified how to measure the transaction when reporting after that date. The issued amendments add to the sale and leaseback requirements in IFRS 16, thereby supporting the consistent application of the Accounting Standard. These amendments will not change the accounting for leases other than those arising in a sale and leaseback transaction. There was no impact on the Group's Financial Statements from the application of the above.

Amendments to IAS 1 "Classification of Liabilities as Current or Non-current" (effective for annual periods starting on or after 01/01/2024)

In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity's right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. However, in October 2022, the IASB issued an additional amendment that aims to improve the information companies provide about long-term debt with covenants. IAS 1 requires a company to classify debt as non-current only if the company can avoid settling the debt in the 12 months after the reporting date. However, a company's ability to do so is often subject to complying with covenants. The amendments to IAS 1 specify that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require a company to disclose information about these covenants in the notes to the financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024, with early adoption permitted. There was no impact on the Group's Financial Statements from the application of the above.

Amendments to IAS 7 "Statement of Cash Flows" and IFRS 7 "Financial Instruments: Disclosures": Supplier Finance Arrangements (effective for annual periods starting on or after 01/01/2024)

In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The IASB issued Supplier Finance Arrangements to require an entity to provide additional disclosures about its supplier finance arrangements. The amendments require additional disclosures that complement the existing disclosures in these two standards. They require entities to provide users of financial statements with information that enable them a) to assess how supplier finance arrangements affect an entity's liabilities and cash flows and to understand the effect of supplier finance arrangements on an entity's exposure to liquidity risk and how the entity might be affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS 7 are effective for accounting periods on or after 1 January 2024. There was no impact on the Group's Financial Statements from the application of the above.

2.6.2 New 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 to Standards have been issued by the International Accounting Standards Board (IASB) but are either not yet effective or have not yet been adopted by the European Union.

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 amendments to IAS 21 are effective for accounting periods on or after 1 January 2025. The Group/ Company 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 in the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (effective for annual periods beginning on or after 1 January 2026)

The amendments clarify that a financial liability ceases to be recognised at the 'settlement date' and introduce as an accounting policy option the derecognition of financial liabilities that are settled using an electronic payment system before the settlement date. Further clarifications include the classification of financial assets linked to ESG features through additional guidance on the assessment of contingent features. Additional clarification is provided on non-recourse loans and contractual linked instruments. The amendments require additional disclosures for investments in equity securities measured at fair value with gains or losses reported in other comprehensive income (FVOCI). The Group will consider the impact of all of the above on its Financial Statements, although it is not expected to have any. This Amendment has not yet been adopted by the European Union.

IFRS 18 "Presentation and Disclosures in Financial Statements" (effective for annual periods beginning 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 primary purpose of the Standard is to provide investors with an improved basis for analysing and comparing the financial performance of entities and to improve the way information is presented in an entity's financial statements, particularly in the income statement and disclosures on the financial statements. In particular, the Standard will improve the quality of financial reporting because of: (a) the requirement of defined sub-items in the income statement; (b) the requirement to disclose in a separate note to the financial statements management-defined performance measures; (c) new principles for grouping/separating information. The Standard becomes effective for annual reporting periods beginning on or after 01 January 2027 and earlier application is permitted. The Group will consider the impact of all of the above on its Financial Statements. This standard has not yet been adopted by the European Union.

IFRS 19 "Subsidiaries that are not public interest entities: disclosures" (effective for annual periods beginning on or after 01/01/2027)

In May 2024, the International Accounting Standards Board (IASB) issued a new standard, IFRS 19, which allows subsidiaries of a parent company that issues annual consolidated financial statements for public use under IFRS accounting standards to apply IFRS accounting standards with reduced disclosure requirements. Subsidiaries that elect to apply IFRS 19 will continue to apply the recognition, measurement and presentation requirements in other IFRS accounting standards but will not need to apply the disclosure requirements in other accounting standards unless otherwise specified. The Group will consider the impact of all of the above on its Financial Statements. The standard is effective for annual reporting periods beginning on or after 01 January 2027 and earlier application is permitted. This standard has not yet been adopted by the European Union.

3. RISK MANAGEMENT

The Group's activities expose it to various financial risks such as market risk (including currency risk, interest rate risk and price volatility risk), credit risk and liquidity risk. The interim condensed financial information does not include all of the financial risk management information and disclosures required in the annual financial statements as at 31 December 2023 and should therefore be read in conjunction with them. There has been no change in risk management policies compared to 31 December 2023.

4. CONSOLIDATED COMPANIES AS AT 30/06/2024

The following table presents the consolidated companies of TERNA ENERGY as at 30/06/2024, their headquarters, business activity, the Company's direct and indirect shareholding interests in their share capital, method of consolidation and tax non-audited years.

4.1 Company Structure

The following companies are included in the corporate financial statements using the proportionate consolidation method.

ECONOMIC ENTITY DOMICIL
E
DIRECT
PARTI
CIPATIO
N %
INDIRECT
PARTI
CIPATION
%
TOTAL
PARTI
CIPATIO
N %
CONSOLIDAT
ION METHOD
SUBSIDIARY OF INDIRECT
PARTICIPATION
UNAUDITE
D FISCAL
YEARS
RES ENERGY SEGMENT - JOINT
OPERATIONS
ILIAKI PIKROLIMNIS S.A. Greece 51,00 51,00 Proportional - 2020-2023
ILIAKA VAKOUFIA SINGLE MEMBER PC Greece 51,00 51,00 Proportional ILIAKI PIKROLIMNIS S.A. 2020-2023
FOTOVOLTAIKA KILKIS SINGLE MEMBER PC Greece 51,00 51,00 Proportional ILIAKI PIKROLIMNIS S.A. 2020-2023

4.2 Group Structure

As at 30/06/2024, the Group structure is as follows:

ECONOMIC ENTITY DOMICIL
E
DIRECT
PARTI
CIPATIO
N %
INDIRECT
PARTI
CIPATION
%
TOTAL
PARTI
CIPATIO
N %
CONSOLIDAT
ION METHOD
SUBSIDIARY OF INDIRECT
PARTICIPATION
UNAUDITE
D FISCAL
YEARS
HOLDINGS AND FINANCING -
SUBSIDIARIES
TERNA ENERGY FINANCE S.A. Greece 100,00 100,00 Full - 2018-2023
TERNA ENERGY OVERSEAS LTD Cyprus 100,00 100,00 Full - 2018-2023
GALLETTE LTD Cyprus 100,00 100,00 Full ENERGIAKI SERVOUNIOU
S.A.
2015-2023
RES ENERGY SEGMENT - SUBSIDIARIES
AIOLIKI PANORAMATOS
DERVENOCHORION S.A.
Greece 100,00 100,00 Full - 2018-2023
PPC RENEWABLES - TERNA ENERGY S.A. Greece 51,00 51,00 Full - 2018-2023
ENERGIAKI SERVOUNIOU S.A. Greece 100,00 100,00 Full - 2018-2023
IWECO HONOS CRETE S.A. Greece 100,00 100,00 Full - 2018-2023
TERNA ENERGY EVROU S.A. Greece 100,00 100,00 Full - 2018-2023
AIOLIKI RACHOULAS DERVENOCHORION
S.A.
Greece 100,00 100,00 Full - 2018-2023
ENERGIAKI DERVENOCHORION S.A. Greece 100,00 100,00 Full - 2018-2023

TERNA ENERGY GROUP Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

AIOLIKI MARMARIOU EUVOIAS M.A.E. Greece 100,00 100,00 Full - 2018-2023
ENERGEIAKI DYSTION EUVOIAS M.A.E. Greece 100,00 100,00 Full - 2018-2023
ENERGEIAKI KAFIREOS EUVOIAS S.A. Greece 100,00 100,00 Full - 2018-2023
ENERGIAKI STYRON EVIAS M.A.E. Greece 100,00 100,00 Full - 2018-2023
ENERGIAKI NEAPOLEOS LAKONIAS S.A. Greece 100,00 100,00 Full - 2018-2023
AIOLIKI MALEA LAKONIAS S.A. Greece 100,00 100,00 Full - 2018-2023
TERNA ENERGY SA AND CO ENERGEIAKI
VELANIDION LAKONIAS G.P.
Greece 99,00 1,00 100,00 Full IWECO HONOS CRETE S.A. 2018-2023
AIOLIKI EASTERN GREECE M.A.E. Greece 100,00 100,00 Full - 2018-2023
AIOLIKI PASTRA ATTIKIS S.A. Greece 99,00 1,00 100,00 Full IWECO HONOS CRETE S.A. 2018-2023
ENERGIAKI PELOPONNISOU S.A. Greece 100,00 100,00 Full - 2018-2023
AIOLIKI PROVATA TRAIANOUPOLEOS
M.A.E.
Greece 100,00 100,00 Full - 2018-2023
AIOLIKI DERVENI TRAIANOUPOLEOS S.A. Greece 100,00 100,00 Full - 2018-2023
ENERGIAKI FERRON EVROU M.A.E. Greece 100,00 100,00 Full - 2018-2023
TERNA ENERGY S.A. AND CO ENERGIAKI
ARI SAPPON G.P.
Greece 99,00 1,00 100,00 Full IWECO HONOS CRETE S.A. 2018-2023
TERNA ENERGY S.A. AND Co AIOLIKI
POLYKASTROU G.P.
Greece 99,00 1,00 100,00 Full IWECO HONOS CRETE S.A. 2018-2023
ENERGEIAKI XIROVOUNIOU S.A. Greece 100,00 100,00 Full - 2018-2023
AIOLIKI ILIOKASTROU M.A.E. Greece 100,00 100,00 Full TERNA ENERGY EVROU
S.A.
2018-2023
EUROWIND S.A. Greece 100,00 100,00 Full ENERGIAKI SERVOUNIOU
S.A.
2018-2023
DELTA AXIOU ENERGEIAKI S.A. Greece 80,00 80,00 Full - 2018-2023

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

TERNA ENERGY S.A. AND VECTOR GREECE
WIND PARKS - TROULOS WIND PARK G.P.
Greece 90,00 90,00 Full - 2018-2023
TERNA ENERGY SEA WIND PARKS S.A. Greece 85,00 85,00 Full - 2018-2023
TERNA ENERGY WIND PARKS
XIROKAMPOS AKRATAS S.A.
Greece 77,00 77,00 Full - 2018-2023
TERNA ENERGY SAPPON SMPC Greece 100,00 100,00 Full - 2020-2023
AIOLIKO PARKO VIOTIAS TARATSA MAE Greece 100,00 100,00 Full - 2023
VATHICHORI ENVIRONMENTAL S.A. Greece 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
VATHICHORI ONE PHOTOVOLTAIC S.A. Greece 100,00 100,00 Full VATHICHORI
ENVIRONMENTAL S.A.
2018-2023
ALISTRATI ENERGY LTD Greece 80,00 80,00 Full - 2018-2023
ΤΕRΝΑ ENERGY AI-GIORGIS S.A. Greece 99,40 0,60 100,00 Full IWECO HONOS CRETE S.A. 2018-2023
TERNA AIOLIKI XEROVOUNIOU S.A. Greece 100,00 100,00 Full AIOLIKI PANORAMATOS
DERVENOCHORION S.A.
2018-2023
ΤΕRΝΑ AIOLIKI AITOLOAKARNANIAS S.A. Greece 100,00 100,00 Full AIOLIKI MALEA LAKONIAS
S.A.
2018-2023
ΤΕRΝΑ AIOLIKI AMARINTHOU S.A. Greece 100,00 100,00 Full ENERGIAKI SERVOUNIOU
S.A.
2018-2023
ΤΕRΝΑ ILIAKI PANORAMATOS S.A. Greece 100,00 100,00 Full - 2018-2023
ΤΕRΝΑ ILIAKI PELLOPONISSOU S.A. Greece 100,00 100,00 Full - 2018-2023
ΤΕRΝΑ ILIAKI VIOTIAS S.A. Greece 100,00 100,00 Full - 2018-2023
AIOLIKI STEREAS ELLADOS M.A.E. Greece 100,00 100,00 Full - 2018-2023
VATHICHORI TWO ENERGY S.A. Greece 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
TERNA ENERGY OMALIES M.A.E. Greece 100,00 100,00 Full - 2018-2023
EVOIKOS ANEMOS S.A. Greece 70,00 70,00 Full - 2020-2023

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

KEY SOLAR ENERGY SINGLE MEMBER PC Greece 100,00 100,00 Full - 2020-2023
KASTRAKI SOLAR ENERGY SINGLE MEMBER
PC
Greece 100,00 100,00 Full - 2020-2023
TERNA ENERGY-PUMPED STORAGE I
S.M.S.A.
Greece 100,00 100,00 Full - 2022 -
2023
TERNA ENERGY FIVE TOWERS GP Greece 90,00 10,00 100,00 Full IWECO HONOS CRETE S.A. 2018-2023
HAOS INVEST 1 EAD Bulgaria 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
ECO ENERGY DOBRICH 2 EOOD Bulgaria 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
ECO ENERGY DOBRICH 3 EOOD Bulgaria 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
ECO ENERGY DOBRICH 4 EOOD Bulgaria 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
EOLOS NORTH sp.z.o.o. Poland 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
EOLOS NOVO sp.z.o.o. Poland 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
EOLOS POLSKA sp.z.o.o. Poland 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
EOLOS EAST sp.z.o.o. Poland 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
JP GREEN sp.z.o.o. Poland 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
WIRON sp.z.o.o. Poland 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
BALLADYNA sp.z.o.o. Poland 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2018-2023
EOLOS DEVELOPMENT sp.z o.o. Poland 100,00 100,00 Full TERNA ENERGY OVERSEAS
LTD
2021-2023
RES ENERGY SEGMENT - JOINT VENTURES
ATLAS 1 ENERGY SMPC Greece 50,00 50,00 Equity - 2021-2023
RES ENERGY SEGMENT - ASSOCIATES
CYCLADES RES ENERGY CENTER SA Greece 45,00 45,00 Equity IWECO HONOS CRETE S.A. 2018-2023
ARMONIA ENERGY SOCIETY Greece 12,50 12,50 Equity - 2019-2023

The percentage of voting rights of TERNA ENERGY SA in all the above holdings coincides with the percentage of the outstanding share capital or share capital of the companies.

4.3 Changes in the Group structure within 2024

According to the notification of the 20th of June 2024, which TERNA ENERGY Group received from its shareholder "GEK TERNA S.A. ', regarding the signing of the Share Purchase and Covenants Agreement with "Masdar Hellas SA", a 100% indirect subsidiary of "Abu Dhabi Future Energy Company PJSC - Masdar", regarding the sale of all shares held by GEK Terna in the Company (representing 36, 59 % of the shares and voting rights in the Company), TERNA ENERGY Group will transfer to GEK TERNA Group the activities which fall outside the Core Activity of Renewable Energy Production of Electricity from Renewable Sources called and Non-Core Assets (see Note 6).

The companies that constitute the Group's Non-Core Asset Structure are as follows:

4.3 Company Structure
ECONOMIC ENTITY DOMICILE DIRECT
PARTI
CIPATIO
N %
INDIREC
T PARTI
CIPATIO
N %
TOTAL
PARTI
CIPATIO
N %
CONSOLIDATIO
N METHOD
SUBSIDIARY OF
INDIRECT
PARTICIPATION
UNAUDITED
FISCAL
YEARS
CONSTRUCTION
SEGMENT
-
JOINT
OPERATIONS
J/V GEK TERNA - TERNA ENERGY
(INSTALLATION AND OPERATION ASSK)
Greece 50,00 50,00 Proportional - 2018-2023
4.4 Group Structure
ECONOMIC ENTITY DOMICILE DIRECT
PARTI
CIPATIO
N %
INDIREC
T PARTI
CIPATIO
N %
TOTAL
PARTI
CIPATIO
N %
CONSOLIDATIO
N METHOD
SUBSIDIARY OF
INDIRECT
PARTICIPATION
UNAUDITED
FISCAL
YEARS
HOLDINGS AND FINANCING -
SUBSIDIARIES
TERNA
ENERGY
USA
HOLDING
CORPORATION
U.S.A. 100,00 100,00 Full TERNA ENERGY
TRANSATLANTIC
sp.z.o.o.
2011-2023
TERNA ENERGY TRANSATLANTIC sp.z.o.o. Poland 100,00 100,00 Full TERNA ENERGY
OVERSEAS LTD
2015-2023
RES ENERGY SEGMENT - SUBSIDIARIES
AEGIS RENEWABLES, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2011-2023
MOUNTAIN AIR HOLDING, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2011-2023
TERNA RENEWABLE ENERGY PROJECTS, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2016-2023
TERNA DEN, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2016-2023
FLUVANNA I INVESTOR, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2016-2023
FLUVANNA INVESTMENTS 2, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2016-2023
CI-II BEARKAT QFPF, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2016-2023

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

CI-II BEARKAT HOLDING B, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2017-2023
SPONSOR BEARKAT I HOLDCO, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2018-2023
TERNA DER, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2023
TERNA DER 2, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2023
TERNA DER 3, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2023
COOPER-MONITEAU ENERGY, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2023
RICHLAND CREEK ENERGY, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2023
LIMESTONE TERNA ENERGY, LLC U.S.A. 100,00 100,00 Full TERNA ENERGY USA
HOLDING
CORPORATION
2024
CONCESSIONS SEGMENT - SUBSIDIARIES
HELLAS SMARTICKET S.A. Greece 35,00 35,00 Full - 2018-2023
PERIVALLONTIKI PELOPONNISOU M.A.E. Greece 100,00 100,00 Full - 2018-2023
EPIRUS
SUSTAINABLE
SINGLE
OWNED
SOCIETE ANONYME SPECIAL PURPOSE
Greece 100,00 100,00 Full - 2018-2023
CONCESSIONS SEGMENT - JOINT
VENTURES
ΤΕΡΝΑ FIBER SPECIAL PURPOSES SOCIETE
ANONYME
Greece 50,10 50,10 Equity - 2023
CONSTRUCTION SEGMENT - JOINT
VENTURES
ΕΝ.ΕR.ΜΕL S.A. Greece 50,00 50,00 Equity - 2018-2023
JV TENERGY-INDIGITAL-AMCO Greece 70,00 70,00 Equity - 2020-2023

As regards other changes in the Group's structure, the liquidation and the deletion of WASTE CYCLO SA was completed.

5. SEGMENT REPORTING

Under the provisions of IFRS 8, an operating sector is a component of an entity: a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity), and, b) whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The term "chief operating decision maker" defines the function of the Group, which is to allocate resources to and assess the performance of the operating segments of an entity. For the application of IFRS 8, this function is assigned to the Board of Directors.

The Management separately monitors the operating results of the Group's individual operating segments in

order to make the necessary decisions, allocate the available resources and evaluate their performance.

On 20 June 2024, TERNA ENERGY Group announced that it was informed by its shareholder "GEK TERNA S.A. regarding the signing of the Share Purchase and Covenants Agreement with 'Masdar Hellas SA', a 100% indirect subsidiary of 'Abu Dhabi Future Energy Company PJSC - Masdar', regarding the sale of all shares held by GEK Terna in the Company (representing 36,59% of the shares and voting rights of the Company).

Among the agreed terms is the condition that GEK TERNA Group (or its subsidiary, at GEK TERNA's option) will acquire from TERNA ENERGY Group certain activities of the latter, which are outside the Core Business of renewable energy production, also called 'Non-Core Assets', for a fair and reasonable price to be determined on the basis of a report of an auditor. A portion of the Non-Core Assets will be transferred prior to the Closing of the Share Purchase Transaction (which is also a condition precedent to the Closing of the Transaction) and the remaining Non-Core Assets will be transferred shortly after the Share Purchase Transaction. As a consequence of the Superior Agreement, with the finalisation of the Agreement, TERNA ENERGY Group ABETE will permanently discontinue its activities in the operational areas of public works construction, the concessions related to the operation of infrastructure and other projects of public interest (such as the Single Automatic Collection System and the Municipal Waste Treatment Plant of the Regions of Epirus and Peloponnese) in exchange for their long-term exploitation by the provision of services to the public. Furthermore, the Non-Core Assets also include the development activities of renewable energy related projects that TERNA ENERGY ABETE Group had in the USA.

In view of the above, the IFRS 5 continuing operations relate only to the renewable electricity generation sector. The Construction and Concessions segments are presented as activities held for sale.

Operating segments Continued
Operations of
Electricity from RES
Consolidated total
of Held for sale
operations
Consolidated total
Continued and Held
for sale operations
30th June 2024
Continuing and Held for Sale operations
Revenue 152.113 30.868 182.981
Total revenue from continuing and Held for sale operations 152.113 30.868 182.981
Cost of sales (55.446) (40.529) (95.975)
Gross profit from continuing and held for sale operations 96.667 (9.661) 87.006
Administrative and distribution expenses (24.626) (1.141) (25.767)
Research and development expenses (3.999) (853) (4.852)
Other income/(expenses) and other gain/(losses)-ΕΒΙΤ
determinants
1.731 (2.107) (376)
Operating results (EBIT) from continuing and held for sale
operations
69.773 (13.762) 56.011
Other income/(expenses) and other gain/(losses)- non-ΕΒΙΤ
determinants
133 406 539
Operating results from continuing and held for sale
operations
69.906 (13.356) 56.550
Financial income 546 3.886 4.432
Financial expenses (32.078) (2.250) (34.328)
Gains/(Losses) from financial instruments measured at fair
value
1.083 5 1.088
Revenue from participating interest and other investments 14 14
Gains/(losses) from disposals and valuation of participations
and other investments
765 765
Share of results of assosiates and joint ventures (46) (46)
Gains/(Losses) from measurment at fair value of Net Assets
directly associated with disposal group
(20.224) (20.224)

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

Profit/Loses before tax from continuing and held for sale
operations
40.236 (31.985) 8.251
Income tax expense (10.173) (3.654) (13.827)
Net profit/(losses) from continuing and held for sale
operations
30.063 (35.639) (5.576)
Depreciation (28.189) (537) (28.726)
Grants' amortisation 1.920 1.920
Continued Consolidated total Consolidated total
Operating segments Operations of
Electricity from RES
of Held for sale
operations
Continued and Held
for sale operations
30th June 2024
Segment assets (except of investments) 1.908.531 169.537 2.078.068
Total assets 1.908.531 169.537 2.078.068
Segment liabilities 1.525.872 93.860 1.619.732
Long‐term loans 942.236 53.845 996.081
Short‐term loans 69.863 69.863
Long‐term liabilities carried forward 98.942 14.364 113.306
Cash and cash equivalents (266.165) (18.852) (285.017)
Restricted cash (Note 12) (68.731) (5.791) (74.522)
Net debt/(surplus) 776.145 43.566 819.711
Lease liabilities 31.295 1.222 32.517
Capital expenditures for the year 16.257 149 16.406
Operating segments Continued
Operations of
Electricity from RES
Consolidated
total of Held for
sale operations
Consolidated total
Continued and Held
for sale operations
30th June 2023
Continuing and Held for sale operations
Revenue 106.710 38.930 145.640
Total revenue from continuing and Held for sale operations 106.710 38.930 145.640
Cost of sales (48.189) (34.342) (82.531)
Gross profit from continuing and Held for sale operations 58.521 4.588 63.109
Administrative and distribution expenses (15.417) (1.435) (16.852)
Research and development expenses (2.922) (797) (3.719)
Other income/(expenses) and other gain/(losses)-ΕΒΙΤ
determinants
8.429 205 8.634
Operating results (EBIT) from continuing and Held for sale
operations
48.611 2.561 51.172
Other income/(expenses) and other gain/(losses)- non-ΕΒΙΤ
determinants
(193) (974) (1.167)
Operating results from continuing and Held for sale
operations
48.418 1.587 50.005
Financial income 229 4.213 4.442
Financial expenses (21.534) (2.891) (24.425)
Gains/(Losses) from financial instruments measured at fair
value
(270) (270)
Profit/Loses befor tax from continuing and Held for sale
operations
26.843 2.909 29.752
Income tax expense (6.269) (437) (6.706)
Net profit/(losses) from continuing and Held for sale
operations
20.574 2.472 23.046
Depreciation (25.509) (247) (25.756)
Grants' amortisation 2.676 2.676

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

Operating segments Continued
Operations of
Electricity from RES
Consolidated
total of Held for
sale operations
Consolidated total
Continued and Held
for sale operations
31st December 2023
Segment assets (except of investments) 1.847.047 227.621 2.074.668
Investment in associates and joint ventures 4.164 4.164
Total assets 1.851.211 227.621 2.078.832
Segment liabilities 1.452.495 120.131 1.572.626
Long‐term loans 987.387 66.877 1.054.264
Long‐term liabilities carried forward 93.219 19.629 112.848
Cash and cash equivalents (224.639) (23.388) (248.027)
Restricted cash (68.663) (5.791) (74.454)
Net debt/(surplus) 787.304 57.327 844.631
Lease liabilities 19.303 11.522 30.825
Capital expenditures for the year 210.885 8.046 218.931
Geographical segments (continuing operations) Greece Eastern Europe USA Consolidated
Total
30/06/2024
Revenue 140.232 11.881 152.113
Non-current assets 1.364.370 98.402 1.462.772
Capital expenditures 16.257 16.257
30/06/2023 *
Revenue 91.493 15.217 106.710
31/12/2023
Non-current assets 1.446.555 100.933 967 1.548.455

Capital expenditures 210.669 216 − 210.885 *The comparative figures of the Group and the Company for the financial year 2023 have been revised to include only continuing operations, as a consequence of the recognition of the Group's Construction and Concessions segments as held for sale in accordance with the requirements of IFRS 5 "Non-current assets held for sale and

The turnover in the energy segment, from continuing activities, due to its nature, depends on the legislative framework, which is locally in effect regarding the energy administrators, in both the domestic market and in Bulgaria, Poland.

During the period 01/01/2024 - 30/06/2024, an amount of € 85,7million (56,3%) 2023: € 72,8 million (68,2%) of the turnover from continuing activities of the Group derived from a single external customer (Customer A) active in the electricity sector.

6. ACTIVITIES AND ASSETS HELD FOR SALE

discontinued operations". Note 6

As a consequence of the announcement of 20 June 2024, in which TERNA ENERGY Group was informed by its shareholder "GEK TERNA S.A." regarding the signing of the Share Purchase and Covenants Agreement with the company "Masdar Hellas SA" is a 100% indirect subsidiary of the company "Abu Dhabi Future Energy Company PJSC - Masdar" regarding the sale of all shares held by GEK TERNA in the Company (see Management Report and Note 5) by TERNA ENERGY Group ABETE, upon finalization of the agreement, is to definitively terminate its activities in the operational areas of public works construction, the concessions related to the operation of infrastructure and other projects of public interest (such as the Single Automated Tariff Collection System and the Municipal Waste Treatment Plant of the Epirus and Peloponnese regions) in

TERNA ENERGY GROUP Semi-Annual Financial Report for the period from January 1st to June 30th, 2024 (Amounts in Euro thousand unless stated otherwise)

exchange for their long-term exploitation by the provision of services to the public, as well as the development activities of renewable energy related projects that TERNA ENERGY ABETE Group had in the US. The net results of the Group and the Company from activities held for sale for the periods 01/01 - 30/06/2024 and 01/01 - 30/06/2023 are analyzed as follows:

GROUP COMPANY
01/01 -
30/06/2024
01/01 -
30/06/2023
01/01 -
30/06/2024
01/01 -
30/06/2023
Revenue 30.868 38.930 11.493 30.901
Cost of sales (40.529) (34.342) (28.350) (29.127)
Gross profit (9.661) 4.588 (16.857) 1.774
Administrative and distribution expenses (1.141) (1.435) (551) (390)
Research and development expenses (853) (797) (81) (415)
Other income/(expenses) (1.701) (769) (2.359) (651)
Results from Operating Activities (13.356) 1.587 (19.848) 318
Financial income 3.886 4.213 481 460
Financial expenses (2.250) (2.891) (126) (72)
Gains from financial instruments measured at
fair value
5
Losses from disposals and valuation of
participations and other investments
(46)
Profit/(Losses) before income tax (11.761) 2.909 (19.493) 706
Income tax expense (3.654) (437) (1.821) (92)
Profit/(Losses) after income tax (15.415) 2.472 (21.314) 614
Results of fair value measurement of Net Assets
held for sale
(20.224)
Net operating profit/(losses) (35.639) 2.472 (21.314) 614
Other comprehensive income from held for sale
operations
Items subsequently reclassified in the Income
Statement
294 2
Items not subsequently reclassified in the
Income Statement
(106) (112) (106)
Net profit/loss for the period from held for sale
operations
(35.451) 2.362 (21.420) 614

The Management of TERNA ENERGY Group has assigned to an independent valuer the determination of the fair value of the "Non-Core Assets" (see Management Report and Note 5), before their classification as "Assets Held for Sale". Based on the independent valuer's report, an impairment of € 20,224 thousand was recorded in the income statement from activities held for sale in order to reduce the value of "Assets Held for Sale" to their fair value less costs to sell.

The table below shows the net cash flows from operating, investing and financing activities relating to activities held for sale for the periods 01/01 - 30/06/2024 and 01/01 - 30/06/2023.

GROUP COMPANY
Cash flow analysis of Held for sale operations 01/01 -
30/06/2024
01/01 -
30/06/2023
01/01 -
30/06/2024
01/01 -
30/06/2023
Net cash flows from operating activities 17.346 (7.578) 20.585 (9.336)
Net cash flows from investment activities 4.215 1.741 (117)
Net cash flows from financial activities (7.992) (5.447) (173) (86)
Total net cash flows from held for sale
operations
13.569 (11.284) 20.295 (9.422)

TERNA ENERGY GROUP Semi-Annual Financial Report for the period from January 1st to June 30th, 2024 (Amounts in Euro thousand unless stated otherwise)

Earnings per share for the periods 01/01 - 30/06/2024 and 01/01 - 30/06/2023 related to activities for sale are as follows:

01/01 -
30/06/2024
01/01 -
30/06/2023
Basic Earnings per share attributed to shareholders of the parent (Amounts
in Euro per share)
(0,30842) 0,01498
Basic Earnings per share attributed to shareholders of the parent (Amounts
in Euro per share)
0,00577 0,00529

The main categories of assets and liabilities classified as held for sale for the Group and the Company as of 30 June 2024 are as follows:

GROUP COMPANY
Non-current assets held for sale
Intangible assets Held for Sale 9.025 4
Tangible assets Held for Sale 2.044 1.558
Right-of-use assets Held for Sale 1.195 703
Investment in joint ventures Held for Sale 4.183 4.541
Financial Assets – Concessions Held for Sale 80.663
Investments in equity interests Held for Sale 2.147 1.640
Inventories Held for Sale 882 882
Trade receivables Held for Sale 38.942 33.835
Receivables from contracts with customers Held for Sale 4.562 5.795
Prepayments and other receivables 18.302 32.546
Income tax receivables 2.010
Receivables from derivatives 6.954
Cash and cash equivalents 18.852 1.513
Total of Non-current assets held for sale 189.761 83.017
Liabilities included in disposal groups classified as held for sale
Long‐term loans 68.209
Provision for staff indemnities 44 38
Other provisions 3.512 3.512
Other long‐term liabilities 4.525 1.655
Suppliers 8.328 6.110
Lease liabilities 1.221 709
Liabilities from contracts with customers 797 15.735
Income tax payable 1.167 155
Other long‐term liabilities 6.057 476
Total of Liabilities included in disposal groups classified as held for sale 93.860 28.390
Fair Value impairment of Net Assets directly associated with disposal group (20.224)
Net assets directly associated with disposal group 75.677 54.627
Reserves of disposal group held for sale (1.792) (89)

7. INTANGIBLE ASSETS

The condensed statement of intangible assets of the Group and the Company is as follows:

GROUP COMPANY
2024 2023 2024 2023
Net book value 1st of January 69.762 60.473 2.533 2.872
Additions 753 436 400 119
Impairment (1.275) (25)

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

Increase/(Decrease) with offsetting liabilities (498)
Amortisation (1.296) (751) (255) (258)
Change due to take over of subsidiary 6.278
Foreign exchange differences 3
Change due to transfer to Held for Sale Assets (9.025) (4)
Net book value 30st of June 60.194 64.666 2.674 2.708

The Group's intangible assets mainly include production, installation, and operation licenses for energy plants as well as rights of intervention and use of forested land, where the Wind Farms are installed, valued at € 59.404 thousand (30/06/2023: € 63.531 thousand). The account "Change due to acquisition of a new company" in the first half of 2023 mainly includes production licenses for the installation of new RES plants as a result of the acquisition of the subsidiary Terna Energy Sappon PC.

The "Impairment" account includes impairments of intangible assets relating to under development plants that management has decided not to implement as in the context with its strategic planning.

8. RIGHTS IN USE OF ASSETS

The condensed statement of the Group's and the Company's rights of use of fixed assets has the following table:

GROUP COMPANY
2024 2023 2024 2023
Net book value 1st of January 30.830 27.057 22.897 19.570
Additions and changes due to modification of existing contracts 2.826 3.092 1.715 2.295
Impairment/Write offs (13)
Depreciation (1.080) (746) (704) (582)
Depreciation capitalized in Assets (219)
Foreign exchange differences 41 140
Change due to transfer to Held for Sale Assets (1.195) (703)
Net book value 30st of June 31.409 29.324 23.205 21.283

The amortization of the Group's rights of use for the period 01/01 - 30/06/2024 has been recorded in Cost of sales by € 599 thousand (€ 310 thousand in the period 01/01 - 30/06/2023), in administrative expenses and disposal costs by € 248 thousand. (€ 305 thousand in the period 01/01 - 30/06/2023), to Research and development expenses by € 50 thousand (€ 130 thousand in the period 01/01 - 30/06/2023) and to Other income/(expenses) by € 1 thousand (€ 1 thousand in the period 01/01 - 30/06/2023).

Respectively, the amortization of the Company's property rights for the period 01/01 - 30/06/2023 has been recorded in Cost of sales by € 360 thousand (€ 344 thousand for the period 01/01 - 30/06/2023), in administrative and disposal costs by € 188 thousand (€ 169 thousand for the period 01/01 - 30/06/2023), and in Research and development expenses by € 49thousand (€ 67 thousand in the period 01/01 - 30/06/2023) and in Other income/(expenses) by € 1 thousand (€ 1 thousand in the period 01/01 - 30/06/2023).

9. TANGIBLE ASSETS

The condensed statement of tangible assets of the Group and the Company is as follows:

GROUP COMPANY
2024 2023 2024 2023
Net book value 1st of January 1.332.557 1.169.349 62.758 63.336
Additions 14.502 113.024 766 2.259

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

Borrowing cost 609 10.402
Disposals/Write offs (345) (2) (133) (2)
Increase/(Decrease) with offsetting liabilities (1.327)
Dismatling provision 539 1.773
Impairment (30) (773) (30)
Depreciation (26.350) (24.041) (2.540) (3.229)
Change due to take over of subsidiary 2
Foreign exchange differences 511 3.706
Change due to transfer to Held for Sale Assets (2.044) (1.558)
Net book value 30th June 1.319.949 1.272.113 59.263 62.364

The Group's acquisitions in the first half of 2024 mainly relate to additions in the category "Fixed assets under construction" of the amount of € 8.806 thousand related to the new pumped storage project that the Group is constructing in the wider area of Amfilochia Aitoloakarnania.

The amount of € 1.319.949thousand of the Group's property, plant and equipment account as at 30/06/2024 mainly relates to (a) "Fixed assets under construction" amounting to € 176.319 thousand for the Group and € 3.898 thousand for the Company and (b) "Technical and mechanical equipment" amounting to € 877.605 thousand for the Group and € 44.413 thousand for the Company, which includes wind turbines of Wind Farms pledged to credit institutions to secure long-term loans. The Group and the Company, for the purpose of financing their new projects, establish a fictitious pledge on their mobile equipment as well as encumbrances (usually a mortgage lien) on real estate owned by them to secure the lenders.

10. OTHER LONG-TERM RECEIVABLE

Other Long-term receivables as at 30/06/2024 and 31/12/2023are analyzed as follows:

GROUP COMPANY
30/06/2024 31/12/2023 30/06/2024 31/12/2023
Loans to subsidiaries of the Group and other related
companies
683 1.520 111.333 135.638
Guarantees granted 608 688 178 181
Other long‐term receivables 810 2.893 810 2.893
Impairments (810) (810) (810) (810)
Advanced payments for the acquisition of interests in
entities
4.220 1.340 3.330 450
Total 5.511 5.631 114.841 138.352

The Company participated in bond loan issues of subsidiaries. The loans will be repaid either at their maturity date or through premature repayments and carry an interest rate within the range of 3,25%-4,00%. During the first half of 2024, loans of € 500 thousand were repaid by subsidiaries. Furthermore, the Company's intragroup loans of € 24,262 are classified as held for sale (see Note 6).

11. TRADE RECEIVABLES, RECEIVABLES FROM CONTRACTS WITH CUSTOMERS, PREPAYMENTS AND OTHER RECEIVABLES

Trade receivables & receivables from contracts with customers

The decrease of € 68,840 thousand and € 66,658 thousand in the Group's and the Company's trade receivables and receivables from contracts with customers, respectively, compared to 2023, is mainly due to the reclassification of related activities for sale (see Note 6).

TERNA ENERGY GROUP Semi-Annual Financial Report for the period from January 1st to June 30th, 2024 (Amounts in Euro thousand unless stated otherwise)

Advances and Other Receivables

The Group's and the Company's advances and other receivables as of June 30, 2024, and December 31, 2023 are as follows:

Prepayments and other financial receivables

GROUP COMPANY
30/06/2024 31/12/2023 30/06/2024 31/12/2023
Short-term part of receivables from long-term intra
group loans and leases
2.733 2.230 4.969 4.786
Restricted cash 68.731 74.455 3.392 3.488
Other intra-group receivables / receivables from other
related parties
2.391 245 4.418 1.642
Other receivables 1.571 5.466 704 3.421
Impairments (67) (69) (66) (68)
Total 75.359 82.327 13.417 13.269

Prepayments and other non-financial receivables

GROUP COMPANY
30/06/2024 31/12/2023 30/06/2024 31/12/2023
Prepayments to suppliers 7.279 4.013 7.060 4.192
Prepayments to social security funds 47 379 1 319
VAT for return-offsetting 14.396 28.102 938 56
Receivables from other taxes other than income tax 96 95
Prepaid expenses and other transitory asset accounts 6.868 16.832 2.397 14.124
Total 28.686 49.421 10.396 18.691
Total prepayments and other receivables 104.045 131.748 23.813 31.960

On 30/06/2024, the line item "Short-term part of receivables from long-term intra-group loans and leases" of the Company, relates to the current portion of receivables from long-term intercompany loans granted to subsidiaries. The account " Restricted Cash" relates to the required commitment defined by the terms of the Joint Bond Loan of TERNA ENERGY BANKING MAE according to which distributions of the parent company to its shareholders are made after providing guarantees to the subsidiary TERNA ENERGY BANKING MAE. These commitments are subsequently replaced by bank letters of guarantee, thus converting these amounts into cash.

On 30/06/2024, the item "Other intragroup receivables / receivables from other related parties" of the Company, included amounts of € 788 thousand that relate to approved dividends of subsidiaries, which, until the date of approval of the attached financial statements, had not been collected.

The change in the account "VAT refundable - offset" is mainly due to the VAT (refundable or offset) resulting from the construction of new projects of the Group's subsidiaries. The decrease in the account "Prepaid expenses and other transitional asset accounts" of both the Group and the Company compared to the 2023 financial year is due to the reclassification of funds related to activities for sale (see Note 6).

12. CASH AND CASH EQUIVALENTS

The cash and cash equivalents of the Group and the Company as of June 30 th , 2024 and December 31st , 2023 are analyzed as follows:

GROUP ENTITY
30/06/2024 31/12/2023 30/06/2024 31/12/2023

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024 (Amounts in Euro thousand unless stated otherwise)

Cash in hand 7 6
Sight deposits 251.202 227.499 74.221 43.082
Time deposits 14.956 20.522 5.000 10.000
Total 266.165 248.027 79.221 53.082

In addition, on 30/06/2024 the Group and the Company possessed restricted deposits amounting to € 68.731 thousand and € 3.392 thousand respectively (31/12/2023: € 74.455 thousand for the Group and € 3.488 thousand for the Company), which were maintained in specific bank accounts to service their short-term operating and financial liabilities. Those restricted cash deposits were classified under "Prepayments and other receivables" (Note 11).

All the above restricted cash deposits are directly related to the bank borrowings.

13. LOANS

The analysis of movement of the short-term and long-term loans of the Group and the Company as at 30/06/2024 and 30/06/2023, is presented below:

GROUP COMPANY
Long‐term loans 30/06/2024 30/06/2023 30/06/2024 30/06/2023
Opening balance 1.054.264 951.326 366.433 388.408
New loans 6.499 171.098 6.800
Loan repayment (4.671) (4.758) (4.296) (7.300)
Capitalization of interest 1.584 3.311 86 535
Transfer between long-term and short-term loan
liabilities
(61.643) (117.466) (10.452) (23.596)
Change due to transfer to Held for Sale Assets (53.844)
Foreign exchange differences 47 651
Closing balance (a) 942.236 1.004.162 351.771 364.847
Long‐term liabilities carried forward
Opening balance 112.848 111.101 14.788 14.086
Loan repayment (57.370) (69.609) (5.961) (5.905)
Capitalization of interest (3.838) 636 2.695 3.529
Transfer between long-term and short-term loan
liabilities
61.643 117.466 10.452 23.596
Foreign exchange differences 23 148
Change due to transfer to Held for Sale Assets (14.364)
Closing balance (b) 98.942 159.742 21.974 35.306
Short‐term loans
Opening balance 60.632 60.632
New loans 69.715 30.000
Loan repayment (60.000) (60.000)
Capitalization of interest 148 (415) 15 (415)
Closing balance (c) 69.863 217 30.015 217
Total loans (a) +(b) +(c) 1.111.041 1.164.121 403.760 400.370

The Group's long-term loans are related to the financing of its activities and mainly concern the financing of the construction and operation of renewable energy sources. The Group's short-term loans are related to bank loans of regular maturity and are renewed according to necessity. The amounts drawn are mostly used to cover the liquidity needs during the construction period of the Group's renewable energy sources wind parks.

The Group estimates that the fair value of the floating rate loans does not differ significantly from their carrying amount. With regard to fixed rate loans, which amount to € 185.989 thousand, the Group estimates the fair value to be € 178.966 thousand.

To guarantee all the Group's loans, wind turbines of the Wind Parks, cash and insurance policies and receivables from the sale of electricity to ENEX, DAPEEP or HEDNO and securities (i.e. bonds of subsidiaries owned by the parent company and shares of subsidiaries) are pledged as collateral. As part of this form of financing, the group companies maintain a number of restricted bank accounts in order to service the beforementioned liabilities. The collateral provided exceeds the amount of the Group's debt obligations.

On 30/06/2024, the total borrowings include amounts of non-recourse subordinated loans to the parent company of € 810.384 thousand, while the amounts of recourse loans to the parent company amount to € 300.657 thousand. The loans guaranteed by the parent company include the common bond loan of TERNA ENERGY FINANCE SPSA issued in 2019, with a total unamortized value on June 3 th , 2024 of € 149.387 thousand.

Regarding the Group's long-term borrowings of total amount € 1.041.178 thousand (long-term liabilities plus long-term liabilities payable in the following year): (a) in Greece it consists in Euro standing 99,35% of the total, (b) in Poland ‐ in PLN 0,59% of the total and (c) in Bulgaria ‐ in EUR 0,07% of the total. Of the total Group long term debt, as reported at the end of the fiscal year, 16,74%, are at a fixed interest rate, 61,97%, are floating‐rate loans that have been hedged with future fixed rate payments against floating rate receipts, while 21,29% % are in floating rate loans on a case-by-case basis euribor or wibor.

The weighted average interest rate on the Group's long-term loans for the periods ended on 30/06/2024 and 30/06/2023 was 5,30% and 4,00% respectively. The weighted average interest rate for short-term loans was 3,70% and 5,00% respectively.

The total interest of the above loans for the periods ended on 30/06/2024 and 30/06/2023 regarding the Group amounted to € 28.678 thousand and € 18.574 thousand respectively, and for the Company amounted to € 7.632 thousand and € 8.895 thousand respectively (see Note 23).

The Company's long-term loans also include the loans received by its subsidiaries, amounted to € 311.208 thousand on June 30 th, 2024.

Significant changes in loan liabilities of the Group and the Company for the interim period ended on 30/06/2024 are presented below.

New loans

The Group's new borrowings undertaken during the first half of 2024, were mainly used to finance investments of the pumped storage unit of subsidiaries and specifically for the subsidiary TERNA ENERGY-PUMPED STORAGE I S.M.S.A., a bank loan with a nominal value of € 39.715 thousand was raised, based on the loan agreement signed during 2024.

In relation to the held for sale operations, a bond loan with a nominal value of € 6.499 thousand was raised for the financing needs of the subsidiary HELLAS SMARTICKET S.A., based on the loan agreement signed.

The Group has the obligation to maintain specific financial ratios related to bond loans. As at 30 June 2024, the Group was in full compliance with the required limits of the financial ratios, in accordance with the requirements of its loan agreements.

14. LEASE LIABILITIES

The changes in lease liabilities as at June 30th , 2024 and 2023 respectively, are presented below:

GROUP COMPANY
30/06/2024 30/06/2023 30/06/2024 30/06/2023
Opening balance 30.826 27.026 22.680 19.554
Additions and changes due to modification of existing
contract
2.550 2.772 1.453 1.975
Repayments under lease agreements (1.594) (1.333) (1.063) (911)
Financial cost for the year 690 447 461 404
Interest capitalised on assets 166
Change due to transfer to Held for Sale Assets (1.221) (709)
Foreign exchange differences 44 158
Closing balance 31.295 29.236 22.822 21.022

For the period 01/01/2024 - 30/06/2024the Group and the Company recognized rental expenses from shortterm leases of € 260 thousand and € 266 thousand, respectively, while there are no leases of low values assets

15. FINANCIAL DERIVATIVES

The Group and the Company Financial Derivatives as at 30/06/2024 and 31/12/2023 are analyzed as follows:

GROUP COMPANY
Liabilities from derivatives Note 30/06/2024 31/12/2023 30/06/2024 31/12/2023
- Cash flow hedging
Interest Rate Swaps 15.1 11.075 11.925
Fixed for floating swap contracts 15.2 6.019 5.663 5.817 5.663
Total liabilities from derivatives 17.094 17.588 5.817 5.663
Long-term liabilities from derivatives 9.816 9.655 829
Short-term liabilities from derivatives 7.278 7.933 4.988 5.663
GROUP ENTITY
Receivables from derivatives Note 30/06/2024 31/12/2023 30/06/2024 31/12/2023
- Cash flow hedging
Interest Rate Swaps 15.1 14.316 20.708 720 855
Fixed for floating swap contracts 15.2 7.598 2.752 1.046 2.752
Total receivables from derivatives 21.914 23.460 1.766 3.607
Long-term receivables from derivatives 17.681 17.810 1.337 3.082
Short-term receivables from derivatives 4.233 5.650 429 525

The aforementioned financial instruments are measured at their fair value (see Note 26).

Within the interim period ended 30 June 2024, a total profit of € 1.083 thousand was recognised for the Group and the Company from changes in the fair value of the Fixed for floating swap contracts. This result is included in the line item "Gains/(Losses) on financial instruments at fair value". The total changes in fair value recognized in other comprehensive income amounted to a profit of € 4.797 thousand (30/06/2023: profit of € 1.091 thousand).

15.1 Forward Interest Rate Swaps

In order to manage the interest rate risk, it is exposed to, the Group has entered into forward interest rate swaps. Interest rate swaps are designed to hedge the risk of negative variability of future cash outflows arising from interest on loan agreements entered into in the context of the power generation activities. More specifically, interest rate swaps relate to contracts whereby the variable interest rate on the loan is converted to fixed over the entire term of the loan, so that the Group 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 at 30/06/2024, throughout the time horizon of such contracts.

The fair value of these contracts as at 30/06/2024 amounted to a total net liability of € 3.241 thousand (the total nominal value of the contracts amounting to € 549.787 thousand for Greece and Bulgaria). As at 30/06/2024, these derivatives met the requirements for cash flow hedging, in accordance with the provisions of IFRS 9 and from their measurement at fair values a profit of € 1.391 thousand (2023: loss € (6.453) thousand) was recognized in the item "Cash flow hedging" in the other comprehensive income statement. These financial liabilities are classified in the fair value hierarchy at level 2 (see Note 26).

15.2 Derivatives for hedging changes in energy market prices

Fixed for floating swap contracts

TERNA ENERGY Group has signed from the year 2021 contracts for the sale of electricity from Renewable Energy Sources (RES) with HERON ENERGY S.A. for 25 and 20 years in the framework of their cooperation in the "HERON EN.A" and "HERON EN.A BUSINESS" programs respectively. According to these agreements, TERNA ENERGY Group will receive fixed cash flows from the two programs, while it will pay the Proxy Market Revenues to HERON ENERGY (fixed for floating swap contract). Furthermore, TERNA ENERGY Group signed an 8-year PPA agreement with the possibility of extending it for a further 4 years, under which it will supply 100% green energy of 100 GWh/year to EΥATH.

The fair value of this derivative on 30/06/2024 amounted to a total receivable of € 1.579 thousand. On 30/06/2024, these derivatives met the requirements for cash flow hedging, in accordance with the provisions of IFRS 9. From its measurement at fair value, a profit of € 3.406 thousand was recognized in the item "Cash flow hedging" in the other comprehensive income. for the effective part of the valuation while for the ineffective part of the valuation there was a valuation profit of € 1.083 thousand. This financial liability has been classified in the fair value hierarchy at level 3 (see Note 26).

16. OTHER PROVISIONS

The condensed movement of the Group's and the Company's Other Provisions for the six-month period ended June 30, 2024 June 30, 2023 , respectively, was as follows:

Other provisions - Long term part GROUP COMPANY
2024 2023 2024 2023
Balance 1st January 19.253 19.416 4.704 4.741
Provision recognized in the income statement 594 590 117 117
Provision recognized in tangible assets 539 1.773
Foreign exchange differences 17 139
Balance 30st June 20.403 21.918 4.821 4.858

The aforementioned provisions of the Group and the Company are presented entirely as long-term provisions, except for provisions for loss-making construction projects, the short-term part of which is included in "Accrued and other short-term liabilities" (see Note 18).

All other provisions, with the exception of the provision for environmental restoration, are not shown at discounted amounts, as there is no precise estimate of when they will be paid.

The companies of the Group's energy sector are under obligation to proceed with environmental restoration in locations, where they have installed electricity production units following the completion of the operations based on the effective licenses granted by the states where the installations are being implemented. The above provision for the Group on 30/6/2024 amounts to € 19.369 thousand (30/06/2023: € 21.022 thousand) and for the Company in € 4.061 thousand (30/06/2023 € 4.098 thousand) and reflects the discounted value of the expenses required for the removal of equipment and restoration of the area in which the equipment used to be installed, applying available technology and materials.

The remaining amount of provisions relates to provisions for pending legal cases and potential tax audit litigation (Note 20).

17. GRANTS

A condensed summary of the Group's and the Company's Grants as at 30/06/2024 and 30/06/2023 was as follows:

GROUP COMPANY
2024 2023 2024 2023
Balance 1st January 162.812 167.146 10.105 11.257
Amortisation recognized in the Income Statement (1.920) (2.676) (416) (630)
Foreign exchange differences 23 173
Balance 30st June 160.915 164.643 9.689 10.627

Grants relate to government grants for the development of Wind Parks and are amortized in the Statement of Comprehensive Income, according to the depreciation rate of granted fixed assets. The above grants are being amortized in the revenue only to the extent which corresponds to fully completed and operating wind parks.

18. SUPPLIERS, ACCRUED AND OTHER SHORT-TERM LIABILITIES

The Group's and the Company's Trade Payables as at 30/06/2024 and 31/12/2023 are as follows:

GROUP COMPANY
30/06/2024 31/12/2023 30/06/2024 31/12/2023
Suppliers 31.733 62.664 18.152 25.703
Total 31.733 62.664 18.152 25.703

Liabilities to suppliers mainly relate to liabilities related to the construction and operation of renewable wind and hydroelectric energy sources, photovoltaic parks, as well as other Renewable Energy Sources (RES).

The fluctuations in the Group's and the Company's trade payables for the six months ended 30/06/2024 were mainly attributed to the Group's construction activity and more specifically the construction of wind parks in the South Evia region.

ACCRUED AND OTHER SHORT-TERM LIABILITIES

Accrued and other short-term liabilities of the Group and the Company as at 30/06/2024 and 31/12/2023are as follows:

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

GROUP COMPANY
30/06/2024 31/12/2023 30/06/2024 31/12/2023
Accrued and other short-term financial liabilities
Liabilities from dividends payable and return of capital 45.144 709 45.144 265
Other liabilities to related parties 633 523 636 532
Employee fees due 481 347 382 329
Accrued expenses 6.239 6.028 2.013 714
Short term liabilities from entities aqcusitions 9.500 11.590 9.500 11.590
Sundry creditors 2.242 766 1.978 426
Total 64.239 19.963 59.653 13.856
GROUP COMPANY
30/06/2024 31/12/2023 30/06/2024 31/12/2023
Other short-term non‐financial liabilities
Liabilities from taxes-duties other than income tax 5.428 8.774 627 2.260
Social security funds 369 687 281 564
Provisions for loss-bearing construction contracts 398 398
Total 5.797 9.859 908 3.222

The account " Liabilities from dividends payable and return of capital " includes an amount of € 44.880 thousand which relates to dividend distribution in accordance with the decision of the Annual General Meeting of Shareholders of the parent company dated 20 June 2024.

19. SHARE CAPITAL RESERVES AND EARNING PER SHARE

Share Capital - Earnings Per Share

As at 30/06/2024, the share capital of the Company amounts to € 35.431.527,00 divided into 118.105.090 common shares with voting rights, with a nominal value of € 0,30 each. The share premium as at 30/06/2024 amounts to € 209.195 thousand.

Dividend distribution

On 20/06/2024, the Annual General Meeting of the shareholders of Terna Energy S.A., decided the distribution of profits and reserves in the total amount of EUR 44.879.934,20, i.e. € 0,38 per share, in accordance with article 162 par. 3 of Law 4548/2018.

Earnings per share

Basic earnings per share as reported in the Statement of Comprehensive Income in the Interim Condensed Consolidated Financial Statements as of June 30, 2024 were calculated using the weighted average number of ordinary shares, minus the weighted average number of treasury shares. No adjustment is made to earnings (numerator). Lastly, there are no diluted earnings per share for the Group and the Company for the six-month period ended 30 June 2024 and the corresponding comparative six-month period.

Reserves

The Company's reserves include Statutory Reserve, Treasury Share Reserve, Foreign Exchange Reserve, Hedging Reserve, Actuarial Gains/(Losses) Reserve, Valuation reserves at fair value of participations, Development and Tax Legislation Reserve, Reserves of disposal group held for sale and Reserves from Share based payments programs.

Reserves from Share based payments programs.

The Extraordinary General Meeting of 16.12.2020 of TERNA ENERGY SA approved the distribution of up to two million five hundred thousand (2.500.000) new shares to be issued with capitalization of reserves from the issue of premium shares to Executive Members of the Board of Directors and senior executives of the Company due to their contribution to the achievement of financial goals, in the implementation of new projects as well as in increasing the profitability of the Company within the three-year period 01.01.2021- 31.12.2023. The Board of Directors was further authorized to determine the beneficiaries, the way of exercising the right and the conditions of the program, as well as the regulation of all relevant procedural issues for the implementation of the decision.

The Board of Directors of the Company at its meeting of 19.03.2021, in implementation of the above decision of the Extraordinary General Meeting of Shareholders, accepted the recommendation of the Nominations and Remuneration Committee regarding the Revision of the Remuneration Policy, the Review of the Program Implementation Period (extension of the Program by one year, i.e. ending on 31.12.2024 – the extension of the duration of the program, in combination with its inclusion in the Remuneration Policy was approved by the Regular General Meeting of the Company's Shareholders on 23.06.2021), the conditions for the implementation of the Program, as well as the Criteria - Objectives of the Program (refer to the fulfillment of performance conditions not related to the market - e.g. project construction objectives, EBITDA, etc.), as well as regarding the Distribution of the shares per Criterion – Objective. At the same meeting, the Board of Directors reserved to decide further on the selection criteria of the beneficiaries, the distribution of the shares to the beneficiaries and on the vesting criteria per beneficiary at a new meeting after a new relevant proposal from the Nominations and Remuneration Committee.

At the meeting of January 26, 2022, the Board of Directors proceeded with the selection of the beneficiaries of the Share based payments programs as well as the allocation percentages in accordance with the recommendation of the Nominations and Remuneration Committee.

The Board of Directors of "TERNA ENERGY", by its resolutions of 18/01/2023 and 24/5/2023, approved the increase of the Company's Share Capital by the amount of Euro Six Hundred and Seventy-Five Thousand (€ 675.000,00) through the issuance of Two Million Two Hundred and Fifty Thousand (2.250.000) of new ordinary registered shares with voting rights, with a nominal value of thirty-euro cents (€0,30) each, with capitalization of share premium reserves and their free distribution to Executive Members of the Board of Directors and senior management of the Company, in accordance with the approved Share Distribution Plan. This decision is related to the achievement of targets representing 90% of the total number of shares included in the Share Distribution Plan.

The results shown in the Statement of Comprehensive Income, for the six-month period ended 30 June 2024, related to the achievement of the targets representing 10% of the total number of shares included in the Share Distribution Plan, were charged with the amount of € 868 thousand in the context of the implementation of the aforementioned program.

20. INCOME TAX

The tax rate for legal entities in Greece for fiscal years 2024 and 2023 is 22%.

The effective final tax rate differs from the nominal tax rate. There are several factors that affect the effective tax rate, the most important of which are the non-tax deductibility of certain expenses, the differences in depreciation rates arising between the useful life of the asset and the rates set by Law 4172/2013 and the ability of companies to form tax-free deductions and tax-free reserves.

Income tax expense is recorded based on management's best estimate of the weighted average annual tax rate for a full year. The weighted average tax rate for the six-month period ended on 30/06/2024, related to continued operations for the Group was 25,28% and the comparative period ended on 30/06/2023 was 23,35%. The main reason, for the difference between the nominal and effective income tax rate, is that results which do not participate in the tax base for tax calculation. The Company incurred a negative tax rate compared to the rate of 1,80% for the first half of 2023 which is mainly due to income from dividends from subsidiaries which do not participate in the income tax calculation base and in the recognition of a deferred tax asset due to tax losses of the Company in the first half of 2024.

The Income tax return is submitted on an annual basis, but the profits or losses declared remain provisional until the tax authorities audit the taxpayer's financial books and records, and a final audit report is issued.

The Group annually assesses the contingent liabilities expected to arise from the audit of past years, with provisions being made where necessary. The Group has recognised provisions for unaudited tax years of €560 thousand and management considers that, in addition to the provisions recognised, any tax amounts likely to arise will not have a significant impact on the Group's and the Company's equity, results and cash flows. Information on unaudited tax years is set out in Notes 4 and 28 to the Interim Financial Statements.

21. TURNOVER

Turnover for the period from 1 January to 30 June 2024 and 2023, respectively, is as follows:

GROUP COMPANY
01/01 -
30/06/2024
01/01 -
30/06/2023
01/01 -
30/06/2024
01/01 -
30/06/2023
Revenue from RES energy generation
segment
150.213 106.707 11.048 10.517
Revenue from RES energy generation
segment
1.900 3 10.164 32.314
Total 152.113 106.710 21.212 42.831

The increase in sales was mainly due to the commissioning of the new Wind Farms in the area of Kafireas in Evia and the return to normal levels of wind power which during the first half of 2023 was extremely low.

22. OTHER INCOME/(EXPENSES)

The analysis of the Other Income/(Expense) amount as at June 30, 2024, and 2023 respectively, is presented in the table below:

GROUP COMPANY
Other income 01/01 -
30/06/2024
01/01 -
30/06/2023*
01/01 -
30/06/2024
01/01 -
30/06/2023*
Income from sale of waste material 18 26 73 3
Income from leases 10 10 32 172
Income from transfer of expenses 359 1.029 6.080 6.641
Income from insurance indemnities 46 4.446 40 2.213
Grants amortisation (see Note 17) 1.920 2.676 416 629
Other income (68) 254 11 99
Foreign exchange differences (credit) 132 1.228 5
Total other income from continuing operations 2.417 9.669 6.652 9.762
Total other income from Held for sale operations 651 1.260 363
Total other income 3.068 10.929 6.652 10.125

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

GROUP COMPANY
Other expenses 01/01 -
30/06/2024
01/01 -
30/06/2023*
01/01 -
30/06/2024
01/01 -
30/06/2023*
Fees for engineers, studiers, technical consultants and
third parties
(177) (5.758) (5.160)
Utilities (12)
Leases (1) (4) (1) (4)
Taxes, duties and contributions (37) (4) (1) (3)
Non accounted for fixed assets depreciation (1) (1) (1) (1)
Insurance premiums (4)
Other (282) (34)
Taxes, fees and insurance contributions of previous
years and fines and surcharges related to these
(17) (6) (4) (5)
Impairments/write-offs (22) (1.418) (23) (24)
Total other expenses from continuing operations (553) (1.433) (5.822) (5.197)
Total other expenses from Held for sale operations (2.352) (2.028) (2.359) (1.013)
Total other expenses (2.905) (3.461) (8.181) (6.210)
Total other income/(expenses) from continuing
operations
1.864 8.236 830 4.565
Total other income/(expenses) from Held for sale
operations
(1.701) (768) (2.359) (650)
Total other income/(expenses) 163 7.468 (1.529) 3.915

*The comparative figures of the Group and the Company for the financial year 2023 have been revised to include only continuing operations, as a consequence of the recognition of the Group's Construction and Concessions segments as held for sale in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". Note 6

The account "Income from insurance indemnities" relates to claims paid as a result of mechanical breakdowns and loss of profits in previous years which are recognised in the Statement of Comprehensive Income when their collection is considered certain. The change in this account relates to unstated factors in the operation of power plants.

The Company's account "Fees for engineers, studiers, technical consultants and third parties" of € (5.758) thousand includes the Company's administrative support costs for the period 01/01/2024 - 30/06/2024, which are subsequently passed on to the Group's subsidiaries. The income from the pass-through of these costs is included in the account "Income from transfer of expenses".

23. INVESTMENT INCOME AND FINANCIAL INCOME-(EXPENSES)

INCOME FROM PARTICIPATIONS

The account "Income from equity investments and other investments" includes dividend income that the Company collects from its subsidiaries. Total dividend income as at 30/06/2024 amounts to € 19.342 thousand (30/06/2023: € 33.763 thousand) of which, as at the date of approval of the accompanying Interim Condensed Financial Statements, has been collected in total.

OTHER FINANCIAL INCOME/(EXPENSES)

The Financial Income/(Expenses) of the Group and the Company as at 30 June 2024 and 2023, respectively, are analyzed as follows:

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

GROUP COMPANY
01/01 -
30/06/2024
01/01 -
30/06/2023*
01/01 -
30/06/2024
01/01 -
30/06/2023*
Interest on short‐term Loans (15) (604) (15) (604)
Interest on long‐term Loans (28.663) (17.970) (7.617) (8.291)
Interest on lease liability (642) (426) (429) (403)
Expenses from unwinding of provisions and long
term liabilities
(1.018) (920) (540) (447)
Commissions, bank charges and other expenses (1.740) (1.602) (959) (597)
Other financial expenses (12)
Financial expenses from continuing operations (32.078) (21.534) (9.560) (10.342)
Financial expenses from Held for sale operations (2.250) (2.891) (126) (72)
Financial expenses (34.328) (24.425) (9.686) (10.414)
Interest from sight deposits 471 206 146 10
Interest income from bond and other intercompany
loans
75 23 2.283 2.322
Financial income from continuing operations 546 229 2.429 2.332
Financial income from Held for sale operations 3.886 4.213 481 460
Financial income 4.432 4.442 2.910 2.792
Net financial results from continuing operations (31.532) (21.305) (7.131) (8.010)
Net financial results from Held for sale operations 1.636 1.322 355 388
Net financial results (29.896) (19.983) (6.776) (7.622)

*The comparative figures of the Group and the Company for the financial year 2023 have been revised to include only continuing operations, as a consequence of the recognition of the Group's Construction and Concessions segments as held for sale in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". Note 6

24. PERSONNEL NUMBER

The average headcount of full-time employees, in the first half of 2024, was 461 in the Group and 420 in the Company (441 and 398, respectively, employees in the first half of 2023).

Of the overall headcount, the number of employees included in Non-core activities (see Note 6) amounts to 285 employees for the Group and 281 employees for the company respectively.

25. TRANSACTIONS WITH RELATED PARTIES

The Company's and the Group's transactions with related parties for the period 01/01/2024- 30/06/2024 and the comparative six-month period 01/01/2023 - 30/06/2023, as well as the balances of assets and liabilities arising from such transactions as at 30/06/2024 and 31/12/2023, are as follows:

Company's transactions with subsidiaries

a) Assets Company
Amounts in € '000 30/06/2024 31/12/2023
Trade receivables and Receivables from contracts with customers 88.663 91.011
Long-term loans 135.427 135.470
Short-term part of receivables from long-term loans 4.962 4.782
Intercompany receivables from cash and other receivables 2.195 1.450
Total 231.247 232.713

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

b) Liabilities Company
Amounts in € '000 30/06/2024 31/12/2023
Suppliers and Liabilities from contracts with customers 12 25
Long‐term loans 307.317 311.613
Short‐term loans 3.892
Long‐term liabilities carried forward 1.056
Other liabilities 15.784 10.935
Total 327.005 323.629
c) Income Company
01/01 - 01/01 -
Amounts in € '000 30/06/2024 30/06/2023
POC construction material 4.107 50.018
Repairs and maintenance 4.731 3.704
Other services 8.828 5.430
Other income and sales 6.060 5.300
Financial income 3.330 2.782
Total 27.056 67.234
d) Expenses Company
01/01 - 01/01 -
Amounts in € '000 30/06/2024 30/06/2023
Electric energy acquisition cost 31 1
Fees and other third party expenses 43 403
Other expenses 121
Financial expenses 5.582 5.889
Total 5.777 6.293
e) Revenue from participating interest and other investments Company
01/01 - 01/01 -
Amounts in € '000 30/06/2024 30/06/2023
Derivative income 19.342 33.763
Total 19.342 33.763

Transactions with other related parties

Below are presented the transactions of the companies of TERNA ENERGY Group with the entities of the wider Group GEK TERNA S.A., which is the Parent Company of TERNA ENERGY Group.

a) Assets Group Company
Amounts in € '000 30/06/2024 31/12/2023 30/06/2024 31/12/2023
Trade receivables 15.624 36.413 3.834 27.888
Loans and Guarantees 73 1.090 172
Prepayments and other receivables 196 251 196 251
Total 15.893 37.754 4.030 28.311
b) Liabilities Group Company
Amounts in € '000 30/06/2024 31/12/2023 30/06/2024 31/12/2023
Suppliers 5.115 24.252 3.119 6.289
Other liabilities 22.046 8.900 18.587 2.005
Total 27.161 33.152 21.706 8.294

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

c) Income Group Company
Amounts in € '000 01/01 -
30/06/2024
01/01 -
30/06/2023
01/01 -
30/06/2024
01/01 -
30/06/2023
Income from electric energy sale 56.284 24.255 3.951 3.409
Income from construction services 23 1.286 23 1.286
Other income 76 1.055 76 1.055
Financial income 9 17 1
Total 56.392 26.613 4.050 5.751
d) Expenses Group Company
Amounts in € '000 01/01 -
30/06/2024
01/01 -
30/06/2023
01/01 -
30/06/2024
01/01 -
30/06/2023
Electric energy acquisition cost 57 57
Fees and other third party expenses 1.511 1.511 1.417 1.432
Other expenses 9.354 70.828 1.216 928
Financial expenses 14 1 8
Total 10.879 72.397 2.641 2.417

The most significant transactions and balances of the Company with its subsidiaries as at 30/06/2024presented below:

ASSETS LIABILITIES INCOME EXPENSES
TERNA ENERGY FINANCE S.A. Subsidiary 147.688 1.000 2.669
AIOLIKI PANORAMATOS DERVENOCHORION S.A. Subsidiary 207 25.515 1.348 415
ENERGIAKI SERVOUNIOU S.A. Subsidiary 161 1.018 5.184 96
IWECO HONOS CRETE S.A. Subsidiary 51 1.119 1.208 19
TERNA ENERGY EVROU S.A. Subsidiary 249 34.641 1.813 621
AIOLIKI RACHOULAS DERVENOCHORION S.A. Subsidiary 1.092 25.475 465 475
ENERGIAKI DERVENOCHORION S.A. Subsidiary 176 21.279 686 379
AIOLIKI MARMARIOU EUVOIAS M.A.E. Subsidiary 326 2.572
ENERGEIAKI DYSTION EUVOIAS M.A.E. Subsidiary 221 15 842
ENERGEIAKI KAFIREOS EUVOIAS S.A. Subsidiary 44.329 49 3.154 59
ENERGIAKI STYRON EVIAS M.A.E. Subsidiary 817 3.063 214 61
AIOLIKI EASTERN GREECE M.A.E. Subsidiary 167 7 603
AIOLIKI PASTRA ATTIKIS S.A. Subsidiary 202 4.071 4.481 71
ENERGIAKI PELOPONNISOU S.A. Subsidiary 10.238 630
AIOLIKI PROVATA TRAIANOUPOLEOS M.A.E. Subsidiary 405 34
AIOLIKI DERVENI TRAIANOUPOLEOS S.A. Subsidiary 174 4.580 334 80
ENERGIAKI FERRON EVROU M.A.E. Subsidiary 69 11.607 134 188
AIOLIKI ILIOKASTROU M.A.E. Subsidiary 349 6.713 174 102
EUROWIND S.A. Subsidiary 237 17.643 187 303
AIOLIKO PARKO VIOTIAS TARATSA MAE Subsidiary 19.496 608
ΤΕRΝΑ ENERGY AI-GIORGIS S.A. Subsidiary 2.228 1.178
ΤΕRΝΑ AIOLIKI AMARINTHOU S.A. Subsidiary 304 225
PERIVALLONTIKI PELOPONNISOU M.A.E. Subsidiary 43.779 14.996 6.779 1
EPIRUS SUSTAINABLE SINGLE OWNED SOCIETE ANONYME
SPECIAL PURPOSE Subsidiary 15.106 12 3.080 23
TERNA ENERGY OMALIES M.A.E. Subsidiary 77.858 716 4.467 62
TERNA ENERGY-PUMPED STORAGE I S.M.S.A. Subsidiary 447 584
218.688 320.207 41.984 5.624

Remuneration of Board of Directors members and senior executives of the Group

The remuneration of the members of the Board of Directors and the Group's senior executives for the period 01/01-30/06/2024 and 01/01-30/06/2023 are presented below:

Group Company
01/01 -
30/06/2024
01/01 -
30/06/2023
01/01 -
30/06/2024
01/01 -
30/06/2023
Fees of Board of Directors 1.620 1.503 1.370 1.370
Remuneration granted to executives who
are executive members of the Board of
Directors 1.715 859 1.385 694
3.335 2.362 2.755 2.064

The Statement of Comprehensive Income, for the six-month period ended 30 June 2024, was charged with the amount of € 868 thousand relating to the Share Distribution Plan (Note 19).

26. FAIR VALUE MEASUREMENT

Fair value measurements of financial assets

Financial assets and financial liabilities measured at fair value in the Group's Statement of Financial Position are classified according to the following hierarchy into three levels for determining and disclosing the fair value of financial instruments by valuation technique:

The Group has adopted the revision of IFRS 7 regarding the fair value hierarchy of the financial instruments at the following levels:

  • Level 1: Fair value based on traded (unadjusted) prices in active markets for comparable assets or liabilities.
  • Level 2: Fair value, using valuation models in which all inputs that significantly affect fair value, are based (either directly or indirectly) on observable market data.
  • Level 3: Fair value, using valuation models in which the inputs that significantly affects fair value, are not based on observable market data.

The Group's financial assets and financial liabilities measured at fair value as of 30/06/2024 and 31/12/2023 classified in the aforementioned levels of hierarchy, are as follows:

30th June 2024
Financial Assets Stage 1 Stage 2 Stage 3 Total
Other short-term investments 3.986 3.986
Investments in equity interests 4.072 4.072
Receivables from derivatives 14.316 7.598 21.914
Total 3.986 14.316 11.670 29.972
Financial Liabilities
Liabilities from derivatives 11.075 6.019 17.094
Contingent consideration from acquisition of
assets
20.461 20.461
Total 11.075 26.480 37.555
Net Fair Value 3.986 3.241 (14.810) (7.583)

Semi-Annual Financial Report for the period from January 1st to June 30th, 2024

(Amounts in Euro thousand unless stated otherwise)

31st December 2023
Financial Assets Stage 1 Stage 2 Stage 3 Total
Other short-term investments 7.549 7.549
Investments in equity interests 5.268 5.268
Receivables from derivatives 20.708 2.752 23.460
Total 7.549 20.708 8.020 36.277
Financial Liabilities
Liabilities from derivatives 11.925 5.663 17.588
Contingent consideration from acquisition of
assets
22.131 22.131
Total 11.925 27.794 39.719
Net Fair Value 7.549 8.783 (19.774) (3.442)

There were no changes in the valuation techniques applied by the Group within the current reporting period. Moreover, there were no transfers of amounts between the fair value hierarchy levels 1 and 2 during 2024 & 2023.

Level 2 derivative financial instruments relate to forward rate swap contracts, while those in level 3 relate to fixed for floating swap contracts and the contingent consideration from the acquisition of assets (see Note 15). In determining their fair value, the Group uses appropriate valuation techniques depending on the category of financial instrument. For forward rate swaps contracts, fair value is measured by reference to market interest rate curves, through valuations by credit institutions and in combination with internal valuation using interest rate curves. With regard to the fixed for floating swap contracts, the fair value is determined by using future market prices and discounting their estimated future value at present value.

The determination of the fair value of the contingent consideration arising from the acquisition of assets is based on the probability-weighted payout approach at the date of acquisition. The fair value of the liability for contingent consideration is measured at each reporting date and up to the date of final measurement and payment.

Fair value measurements of financial instruments through Level 3

The movement of the Group's financial instruments classified in Level 3 for the periods ended 30/06/2024 and 31/12/2023, is presented below:

30/06/2024 31/12/2023
Investments in
equity interests
Derivatives Contingent
consideration
from
acquisition of
assets
Investments in
equity
interests
Derivatives Contingent
consideration from
acquisition of
assets
(18.525)
308 1.340 10.604 (2.654)
2.090
136
(420) (1.450)
1.084
3.406 429 498
(1.640)
4.072 1.579 (20.461) 5.268 (2.911) (22.131)
5.268 (2.911) (22.131) 3.499 (13.515)

27. EFFECTIVE LIENS

The Company and the Group, for the financing needs of new projects, establish a notional pledge on their movable equipment as well as encumbrances (usually a mortgage lien) on real estate owned by them to secure the lenders. Information on the amount of collateral provided is presented in Note 13.

28. CONTIGENT ASSETS AND LIABILITIES

28.1 Non audited Fiscal Years

The Group's tax liabilities are not final as there are non-inspected tax years, which are analyzed in Note 4 of the accompanying Financial Statements. For non-inspected tax years there is the possibility additional taxes and surcharges to be imposed at the time they are inspected and finalized. The Group assesses annually any contingent liabilities that are expected to arise from the tax inspection of past years, making relevant provisions where appropriate. The Group has made provisions for non-inspected tax years of € 560 thousand (31/12/2023: € 560 thousand). Management considers that in addition to the provisions made, any tax amounts that may arise will not have a significant impact on the equity, results and cash flows of the Group and the Company.

In application of relevant tax provisions: a) of par. 1 of Article 84 of Law No. 2238/1994 (pending income tax cases), b) par. 1 of Article 57 of Law of income tax (2238). 2859/2000 (pending VAT cases) and c) par. 5 of Article 9 of Law No. 2523/1997 ("fines for income tax cases"), the State's right to impose the tax for the years up to 2017 has expired by 31/12/2023, with the reservation of special or exceptional provisions that may provide for a longer limitation period and under the conditions that they stipulate.

In addition, in the absence of an existing provision on limitation in the Code of Laws on Stamp Duty, the relevant claim of the State for the imposition of stamp duty is subject to the twenty-year limitation period under Article 249 of the Civil Code for cases created up to the 2013 financial year. From 1/1/2014 and after the entry into force of Law No. 4174 /2013, the limitation period for the imposition of stamp duties is limited to 5 years since the procedures for its imposition and collection are now included in the provisions of the Code of Tax Procedures.

Tax Compliance Reports

For the financial years 2011 to 2022 the Group's companies operating in Greece and meeting the relevant criteria for being subject to the tax audit of the Certified Public Accountants received a Tax Certificate, in accordance with par. 5 of article 82 of Law 2238/1994 and article 65A par. 1 of Law 4174/2013, without any substantial differences. It should be noted that, according to Government Resolution 1006/2016, companies that have been subject to the aforementioned special tax audit are not exempted from the regular audit by the competent tax authorities. Furthermore, in accordance with the relevant legislation, for the fiscal years 2016 and onwards, the audit and the issuance of the Tax Certificate is applicable on an optional basis.

For the fiscal year 2023, for the Group's companies operating in Greece have been subject to the optional tax audit of the Certified Public Accountants, this special audit for the obtaining of a Tax Certificate is in progress and is expected to be completed after the publication of the interim condensed financial statements. Upon completion of these tax audits, management does not expect to incur any significant tax liabilities other than those recorded and reflected in the financial statements of the Group and the Company.

It should be noted that, in accordance with the provisions of the tax return no. Government Resolution 1192/2017, the State's Tax Authority right to impute tax up to and including the 2017 financial year has expired with the exception of the special provisions on 10-year, 15-year and 20-year limitation periods.

28.2 Litigations

The Company and its consolidated companies are involved (as defendant and plaintiff) in various litigations in the context of their normal operation. 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 recognized as of 30/06/2024 provisions of € 473 thousand (31/12/2023: € 473 thousand). 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.

Analytically:

Legal claims against the Group/Contingent Liabilities

TERNA ENERGY SA and TERNA ENERGY AI GIORGIS SA

  • There is a legal lease dispute between an individual and the companies TERNA ENERGY S.A. and "TERNA ENERGY AI GIORGIS S.A.", regarding the lease of the island of Agios Georgios Attica from the other party to TERNA ENERGY. It is to be noted that on the island there is an installation of two wind farms of the subsidiary "TERNA ENERGY AI GIORGIS S.A.", with a total installed capacity of 69 MW.

The Lawsuit - Complaint dated 1/7/2019 brought at the Athens Court of First Instance by an individual against "TERNA ENERGY SA" and "TERNA ENERGY AIGORGIS S.A.", which was notified on 31-07-2019, requesting the restitution of the island of Agios Georgios, Attica, as an alleged leasehold property allegedly owned by the plaintiff, was heard on 6 September 2019. Thereupon, a decision No. 619/2020 was issued, which upheld the claim, ordered the restitution of the island of Agios Georgios to the plaintiff by TERNA ENERGY S.A. or anyone who derives rights from it, including "TERNA ENERGY S.A. AI GIORGIS S.A." (it is understood that TERNA ENERGY S.A. has transferred the Lease to that company, or has subleased a lease to it) and declared the decision provisionally enforceable. On 15.06.2020, "TERNA ENERGY S.A." and "TERNA ENERGY AI GIORGIS S.A." received a court order for voluntary compliance with the above decision, otherwise the court decision would be enforced. The companies "TERNA ENERGY S.A." and "TERNA ENERGY AI GIORGIS S.A." filed an application for suspension of execution of the above order, requesting an interim injunction, heard on 18 June 2020 and granted on 19 June 2020 until the hearing of the Application for Interim Measures on 28 July 2020, on which the decision no. 4555/2020 which granted the stay, and an appeal against decision No. 619/2020, on which was issued decision No. 548/2021 of the Athens Court of Appeal, which allowed the appeal, struck out the 619/2020 decision, retried the claim and dismissed it in its entirety. The opposing party filed a Petition for Appeal, which was heard by the Supreme Court of Greece and a 389/2022 decision was issued, which annulled the 548/2021 decision and referred the case back to the Court of Appeal for a new trial, which took place on June 7, 2022. In any case, the revocation of the 548/2021 decision revives the decision of the Mon. Athens Prot. The Athens Single Court of Appeal issued decision No 1937/2023, by which it formally and substantially accepts the appeal of 'TERNA ENERGY S.A.' and 'TERNA ENERGY I GIORGIS S.A.'. and dismisses the action brought by the natural person. Against the decision of the Athens Court of Appeal No. 1937/2023, which dismissed the natural person's action, the natural person filed an appeal dated 20.07.2023, the date of the hearing of which was initially set for 16.05.2025 and after a request for a hearing date by the natural person was set for 19.04.2024. We presume the dismissal of the appeal.

The same person filed a lawsuit against "TERNA ENERGY S.A." and "TERNA ENERGY AI GIORGIS S.A.", requesting the Application for Precautionary Measures, with a request for the termination of the Provisional Order as of 19.06.2020 of the Chairman of the Court of First Instance, granted in respect of as of 16.06.2020 Application for Suspension of Enforcement of the companies "TERNA ENERGY S.A." and "TERNA ENERGY AI GIORGIS S.A." or - alternatively - continuation of validity of the above Interim Order under the condition of payment to the applicant of the amount of € 8.9 k per month as compensation for the use of its property. Both claims were heard on July 28, 2020, and regarding those claims, no. 4555/2020 decision was issued, accepting the application for precautionary measures of "TERNA ENERGY S.A." and "TERNA ENERGY AI GIORGIS S.A.", focusing on the issue of the installation of the latter, based on the protocols and not any type of lease relationship, speculating that this reason will be accepted in the Court of Appeal. A guarantee was ordered to be submitted in favor of the other party to the Deposits and Loans Fund, amounting to € 6 k. TERNA ENERGY SA has applied for the return of this letter of guarantee by way of an injunction.

Furthermore, the same opponent, succeeded in issuing against the Company no. 10898/2019 Payment Order of the Judge of the Single Member Court of First Instance of Athens, Chairman of the Court of First Instance, pursuant to which and from the order dated as at 04/12/2019 placed under a copy of the first executable inventory of the above payment order, the Company was ordered to pay to the other party a total amount of € 369.3 k plus legal interest. The Company timely filed (GAK 108200/2019 and EAK 13627/2019) an Application for suspension of execution of the above payment order with a request for a temporary order, regarding which the temporary order as of 10.12.2019 of the Chairman of the Single Member Court of First Instance of Athens was issued, granting - temporarily and until the discussion of the above application on 11.03.2020 and given the course of the hearing - a suspension according to article 632 § 3 of the execution of the above payment order no. 10898/2019 setting the condition of the payment of guarantee by the Company amounting to € 50,000 within 15 working days from the publication of the temporary order. In this regard, a Letter of Guarantee of the NATIONAL BANK OF GREECE SA no. 633/7404778 / C was issued, which was submitted to the Athens Court of First Instance, drafted under no. 519 / 31-12-2019 Guarantee Report. The application for precautionary measures was heard on 11.03.2020 and the validity of the effective interim injunction was extended until the issuance of the relative decision on it. No. 3804/2020 decision was issued, suspending the Payment Order until the issuance of a final decision regarding the case as of 19.12.2019, without the provision of a guarantee. The Company requested the return of this letter of guarantee by means of an injunction. The interim measures were discussed on 22.09.2023 and thereupon the decision No. 6053/25.10.2023 was issued which ordered the removal of the surety bond and ordered the natural person to pay the legal costs of the Company.

Finally, the same opposing party brought an action before the Athens Court of First Instance against "TERNA ENERGY A.B.E.T.E." and "TERNA ENERGY A.I. GIORGIS S.A.", which was notified on 20.07.2020, with which it waived its right to the 13. 01.01.2020 of its action against the same opposing parties and on the other hand, it seeks compensation in the amount of € 235 k due to tort, according to Article 914 of the Civil Code, consisting of the occupation of the island of Ag. Georgios and the loss of income from the exploitation of the island by the plaintiff. The action will be heard at a formal hearing on 23-3-2023 and a judgment was issued thereon, No. 6323/2023, declaring the suit inadmissible.

AEIFORIKI EPIRUSA SPSA

  • The Region of Epirus with the letter of no. 45431/142/1.4.2019, the Region of Epirus notified the company of the amount of the outstanding penalty of € 690 thousand due to the non-availability of the services of the Waste Treatment Unit of the Region of Epirus on the Scheduled Date, in accordance with the terms of the 21/07/2017 Partnership Agreement. On 23/07/2019, the Region of Epirus was served with the 19/07/2019 Request for Dispute Submission to Arbitration - Appointment of Arbitrator and Invitation to Appoint Arbitrator of the company, requesting that the company be recognized that the penalty of € 690 thousand was unlawfully imposed on it and that the company be reimbursed with the statutory default interest, as well as be paid the amounts: - (a) € 989 thousand as compensation for positive losses due to the extension of the working period, (b) € 697 thousand as compensation for loss of revenue during the aforementioned period, (c) € 325 thousand as compensation for the cost of conducting additional control tests of the IPEI Epirus ACE, (d) € 817 thousand. as compensation for the loss of revenue during the first year of operation of the IPEI, (e) EUR 1 048 thousand as compensation for the loss of revenue during the second year of operation of the IPEI. After the conclusion of the conferences, the Arbitral Tribunal issued on 10 March 2022 the relevant decision according to which it awards in favour of the Group company, AEFORIKI HEPIRIOU MAEES, the total amount of € 3,111 thousand in legal interest.

ENERGEIAKI DYSTION EVOIAS SA

  • Individuals (total of nine (9)) filed a Lawsuit against the Company before the Tamynea Magistrate Court for Disturbance of Law against the Company, on which Judgment No. 45/2022 was issued, which dismissed the lawsuit. Further, on 16.09.2022, an appeal was served on 2 of the above individuals against the Company and against Decision No. 45/2022 of the Tamynia Magistrate Court, which was heard on 3/11/2023 and on which Decision No. 325/20.11.2023 was issued, which suspends the issuance of the decision until the Council of State issues a decision on the Petition for Annulment No. 1994/2021 filed by the opponents against the AEPO and the operating permission of the Company's park. It is noted that the Council of State, in its decision No 2379/2023, rejected the opponents' application for annulment.

  • Individuals have filed a lawsuit before the Chalkida Court of First Instance, which is directed against the Greek State and our Company, requesting that their ownership of the Company's property be recognized and that the Company be expelled from this property. The action was discussed and a decree no. 229/2022 Decision, which ordered the hearing to be reopened in order to produce the plaintiffs' submissions: (a) the decision of the Special Committee for the examination of the plaintiffs' objections to the forestry character of the disputed area and any corresponding corrections to the posted forestry map; and (b) the gazette gazette with the publication of the forestry map for the disputed area described in the statement of reasons, as ratified by the Coordinator of the relevant Decentralized Administration. To date, there has been no development in the information requested. The Group's Legal Department presumes that this lawsuit will be dismissed.

ENERGIAKI STYRON EVOIAS SA

  • Two natural persons filed a lawsuit against the Company at the Court of Arbitration of Karystos, with the main claim for recognition of their status as tenants and owners of 3/4 of the first and 1/4 of the second property of the land district of the Municipality of Karystos. As this is a forest land, which is managed by the competent Forestry Department as public, the Company, which has been legally established on the disputed land by the Forestry Department of Karystos, has appealed to the Greek State to support it in this lawsuit, for which we believe that it will not succeed. The Greek State has intervened in the lawsuit in support of the Company. In this regard, a preliminary ruling was issued by the Karystos Magistrate's Court No. 11/2021, which postponed the issuance of a final decision and ordered an expertise on specific issues, which has not proceeded.

TERNA AIOLIKI AMARYNTHOY SA

  • Action brought by a person before the Chalkida Courtagainst, inter alia, the Company, for payment of damages, for compensation for pecuniary and non-pecuniary losses and for moral damages, which, according to the person's allegations, were caused by the Company's activity in an area of the Municipality of Eretria, in Evia. The action will be discussed under the new ordinary procedure of the Civil Code. The Group's Legal Department presumes that this lawsuit will be dismissed.

DELTA AXIOS SA

  • Special Administrative Action (Article 227 of Law 3852/2010) brought on 23.06.2020 before the Coordinator of the Decentralized Administration of Macedonia-Thrace (Acting Supervisor of the Region of Central Macedonia) against the Region of Central Macedonia for the annulment of the decision of the Regional Authority of Central Macedonia No. 185568(4454)/1_4- 2020 decision of the Regional Governor of Central Macedonia, which imposed a fine of € 42 thousand against the Company. in accordance with the provisions of Article 30 of Law 1650/1986 as amended by Article 21 of Law 4014/2011 for violations of environmental legislation during the activity of electricity production from the biogas plant at the farm 153 Andendros of the Municipality of Chalkidona, Thessaloniki Prefecture. In this regard, Decision No. 35514/6-8-2020 was issued, which upheld the Company's appeal and annulled in its entirety the decision of the Region to impose a fine.

TERNA ENERGY OMALIES SA

  • Action brought by a natural person before the Chalkida Single-Member Court of First Instance against the Company, requesting that the ownership of the Company be recognized and that the Company be expelled from certain areas of the Local Community of Platanistos, Municipal Unit of Karystos, Municipality of Karystos Evia, and requesting that the Company be awarded compensation for moral damages in the amount of € 50 thousand. The action will be heard under the new procedure of the Civil Code. We expect this action to be dismissed.

28.3 Guarantees

In the course of carrying out its activities, the Group issues bank letters of guarantee in order to assure its counterparties of the fulfillment of obligations arising from the terms of its contracts.

The types and amounts (in thousand Euro) of the letters of guarantee issued by the Group to its counterparties as of 30/06/2024:

Type of Letter of Guarantee Amount 30/06/2024 Amount 31/12/2023
Contract execution guarantees for construction 216.843 226.964
Guarantees of payment 37.544 36.204
Tender guarantees 3.219 5.308
Guarantees of warranty execution for Agreements of Private
and Public Sector
13.633 13.664
Guarantees of warranty execution for Grants 100.256 116.756
Guarantees of warranty execution for Other Agreements 9.506 12.003
Total 381.001 410.899

29. EVENTS AFTER THE REPORTING DATE OF STATEMENT OF FINANCIAL POSITION

From 01/07/2024 until the preparation date of the present report, the following important events occurred:

Signing of a contract for the purchase and sale of shares of BIO PI DI SOLAR EOOD

During the month of July 2024, the Group signed a contract for the acquisition of the shares of BIO PI DI SOLAR EOOD, which is developing the construction and operation of a 129,3 MW photovoltaic power plant in Bulgaria. The transaction was completed after the end of the reporting period and the total consideration amounted to € 7.458 thousand.

30. APPROVAL OF FINANCIAL STATEMENTS

The condensed semi-annual Standalone and Consolidated Financial Statements for the six-month period ended on 30/06/2024 were approved by the Board of Directors of TERNA ENERGY S.A. on 25/09/2024.

Chairman of
the Board of
Directors
Chief Executive
Officer
Executive
Member of the
Board of
Directors
Chief Financial Officer Chief
Accountant
George
Peristeris
Emmanouil
Maragoudakis
Aristotelis
Spiliotis
Emmanouil
Fafalios
Artan
Tzanari
ID No. ΑΒ 560298 ID No. ΑΒ 986527 ID No. ΑΚ
127469
ID No. ΑΚ 082011 ID No. ΑΜ 587311
License Reg. No
A' CLASS 064937

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