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Terna Energy S.A.

Board/Management Information Oct 21, 2025

2713_rns_2025-10-21_cb3ed3fe-0c25-4242-9352-65ec7eba6414.pdf

Board/Management Information

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Athens, October 21, 2025

Constitution of the Board of Directors into body, election of the Audit Committee and the Nominations and Remuneration Committee

TERNA ENERGY FINANCE S.A. (the "Company") announces that following the decision of the self-convened Extraordinary General Assembly of the Shareholders of the Company on October 21, 2025 for the election of a new Board of Directors and the appointment of its independent members, upon verification of the fulfillment of the criteria of individual and collective suitability, as defined in art. 3 of L. 4706/2020 and in Circular no. 60/2020 of the Hellenic Capital Market Commission and in the Suitability Policy for Board Members of the Company, as well as the independence requirements/criteria of art. 9 of L. 4706/2020 of the independent non-executive members of the Board of Directors, are met, the new Board of Directors was constituted into Body as follows:

    1. Andreas Taprantzis, son of Velissarios, Independent Non-Executive Member, Chairman
    1. Dimitra Chatziarseniou, daughter of Nikolaos, Non-Executive Member, Vice-Chairman
    1. Ilias Paizanis, son of Georgios, Executive Member, CEO
    1. Tatiana Karapanagioti, daughter of Leontas Athanasios, Independent Non-Executive Member
    1. Emmanouil Fafalios, son of Georgios, Non-Executive Member

The term of the Board of Directors is five (5) years, from 21/10/2025 to 20/10/20230, and in any case extended until the deadline within which the next ordinary general assembly of the Company must be convened and until the relevant decision is taken.

Subsequently, and in implementation of the decision of the Extraordinary General Assembly of the Shareholders of the Company dated 21 October 2025, which decided to establish a new Audit Committee of art. 44 of L. 4449/2017, as a committee of the Board of Directors, which will consist of a total of three (3) non-executive members, of which two (2) independent, and whose members will be appointed by the Board of Directors in accordance with art. 44 par. 1 c) of L. 4449/2017, as in force, will meet the criteria and the qualifications set out in art. 44 of L. 4449/2017 and whose term will be the same as the term of the Board of Directors, namely five (5) years and in any case extended until the deadline within which the immediately following ordinary general assembly must be convened and until the relevant decision is taken, the Board of Directors proceeded to elect the members of the Audit Committee as follows:

    1. Andreas Taprantzis, son of Velissarios, Independent Non-Executive Member
    1. Tatiana Karapanagioti, daughter of Leontas Athanasios, Independent Non-Executive Member
    1. Emmanouil Fafalios, son of Georgios, Non-Executive Member

The Members of the Audit Committee meet the requirements of art. 44 of L. 4449/2017. In more detail, the majority of the members of the Audit Committee are independent of the audited entity and the independent non-executive members meet the independence criteria of art. 9 of L. 4706/2020. All members have managerial know-how and experience, and sufficient knowledge in the sector in which the Company operates, i.e., they all have sufficient knowledge of the fixed income securities sector (bond loans). One member of the Audit Committee, Mr. Emmanouil Fafalios, has proven sufficient knowledge in the field of auditing and accounting, and all members are able to carry out their responsibilities and duties. The Chairman of the Audit Committee will be elected by its members during its meeting for constitution into body and will have the status of an independent, non-executive member of the Board of Directors within the meaning of the relevant provisions of L. 4449/2017 and L. 4706/2020.

Subsequently, the Board of Directors elected the members of the Nominations and Remuneration Committee, which is a committee of the Board of Directors, according to art. 10 -12 of L. 4706/2020, as follows:

    1. Andreas Taprantzis, son of Velissarios, Independent Non-Executive Member
    1. Tatiana Karapanagioti, daughter of Leontas Athanasios, Independent Non-Executive Member
    1. Dimitra Chatziarseniou, daughter of Nikolaos, Non-Executive Member

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