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Terna Energy S.A.

Interim / Quarterly Report Sep 2, 2020

2713_ir_2020-09-02_ca30c2c6-07a4-4d7c-aec7-e64a53ef2657.pdf

Interim / Quarterly Report

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Six‐month Financial Report

for the period ended as at June 30th 2020

(1 January ‐ 30 June 2020)

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

(amounts in € thousand unless otherwise mentioned)

Industrial Commercial Technical Societe Anonyme 85 Mesogeion Ave., 115 26 Athens, Greece Societe Anonyme Reg. No. 318/06/Β/86/28 G.E.MI Reg. No. 312701000

Six‐month Financial Report for the period from January 1st to June 30th 2020

CONTENTS

I. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS4
II. SIX‐MONTHREPORT OF THE BOARD OF DIRECTORS on the consolidated and separate
financial
statements
of
the
Company
"TERNA
ENERGY
SOCIETE
ANONYME
INDUSTRIAL
COMMERCIAL TECHNICAL COMPANY" for the period 01/01/2020 – 30/06/20205
III. INDEPENDENT AUDITOR'S REVIEW REPORT 22
IV. CONDENSED INTERIM SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SIX‐MONTH PERIOD ENDED AS AT JUNE 30th 2020
24
NOTES TO CONDENSED INTERIM SIX‐MONTH FINANCIAL STATEMENTS 35
1. GENERAL INFORMATION ABOUT THE GROUP 35
2 BASIS FOR THE PREPARATION OF FINANCIAL STATEMENTS36
3. RISK MANAGEMENT 42
4. GROUP STRUCTURE45
5. SEGMENT REPORTING50
6. BUSINESS ACQUISITIONS56
7. INTANGIBLE ASSETS60
8. PROPERTY, PLANT AND EQUIPMENT 61
9. OTHER LONG‐TERM RECEIVABLES 61
10. FINANCIAL ASSETS – CONCESSIONS 62
11. PREPAYMENTS AND OTHER RECEIVABLES 64
12. CASH AND CASH EQUIVALENT65
13. SHARE CAPITAL – EARNINGS PER SHARE 66
14. EQUITY INSTRUMENTS HAVING A SUBSTANCE OF FINANCIAL LIABILITY 67
15. BORROWINGS 70
16. FINANCIAL DERIVATIVES73
17 OTHER PROVISIONS76
18 GRANTS 77
19 ACCRUED AND OTHER LONG‐TERM AND SHORT‐TERM LIABILITIES77
20 OTHER REVENUE /(EXPENSES) 78
21 REVENUE FROM PARTICIPATING INTEREST AND OTHER INVESTMENTS 79
22 NUMBER OF PERSONNEL 79
23 INCOME TAX 79
Six‐month Financial Report for the period from January 1st to June 30th 2020
--------------------------------------------------------------- ----------------
24 TRANSACTIONS WITH RELATED PARTIES 80
25 FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE 83
26 EFFECTIVE LIENS 86
27 SIGNIFICANT EVENTS DURING THE PERIOD (FIRST SIX‐MONTH 2020)86
28. CONTINGENT ASSETS AND LIABILITIES88
29. SIGNIFICANT EVENTS AFTER
THE
REPORTING DATE OF
STATEMENT
OF
POSITION 93
FINANCIAL
30. APPROVAL OF FINANCIAL STATEMENTS 94

I. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS (under article 5, par. 2, Law 3556/2007)

The below statements are made by 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:

a. The attached six‐month financial statements of the Company TERNA ENERGY SOCIETE ANONYME INDUSTRIAL COMMERCIAL TECHNICAL COMPANY (the Company) for period from January 1st 2020 to June 30th 2020, prepared according to the applicable International Financial Reporting Standards (IFRS), adopted by the European Union and applied in the Interim Financial Reporting (International Accounting Standard 34) present truly and fairly the assets and liabilities, the equity as at 30/06/2020 and the comprehensive financial results of the Company for the first six‐month period of 2020 as well as of the companies included in the consolidation in aggregate, according to par. 3 – 5 of article 5 of Law 3556/2007, and

b. The six‐month Board of Directors Report presents in a true and fair view the information required according to par. 6 of article 5 of Law 3556/2007.

Athens, 01 September 2020

George Peristeris Emmanuel Maragoudakis George Spyrou

Chairman of the

BoD Chief Executive Officer Member of the BoD

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

II. SIX‐MONTHREPORT OF THE BOARD OF DIRECTORS on the consolidated and separate financial statements of the Company "TERNA ENERGY SOCIETE ANONYME INDUSTRIAL COMMERCIAL TECHNICAL COMPANY" for the period 01/01/2020 – 30/06/2020

The current Six‐month Report of the Board of Directors, pertaining to the interim period from January 1st to June 30th 2020, has been prepared and is in compliance with the provisions of Law 4548/2018 and Article 5 of Law 3556/2007 and the relevant executive decisions of the Hellenic Capital Market Commission Board of Directors.

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

Introduction

The current report briefly presents the financial information for the six‐month reporting period, as well as the most significant events that took place (before and after the reporting date of the financial statements). It also describesthe main risks and uncertaintiesthat the Group may face during the second half of 2020 and, finally, lists the significant transactions that took place between the issuer and its affiliates.

In section E, special reference is made to the sudden outbreak and rapid spread of COVID‐19 around the globe, as well as to the serious adverse effects it caused, both to the citizens' health and to the national economy of every affected state.

Α. Financial Developments & Performance for the Reporting Period

Greece, mainly thanks to timely reaction of the state, thorough scientific excellence and heroic effort of the medical professionals that undertook the burden of addressing the coronavirus pandemic, as well asthe fact that the citizens accepted restrictions imposed on their transpiration, managed to be distinguished for the effectiveness of the specifically generated mechanism, since the country recorded very low number of COVID‐19 cases and a very small number of deaths. Despite the tragedy of the situation around the globe and the extremely adverse effects of the pandemics on the world economy, Greece has managed to set a good example to follow and strengthened its position as an investment‐friendly country, a stronger and a more stable one after the previous decade‐long economic crisis, hospitable, open as a society, creative and ready to transmit new standards, new ideas and social values to the world.

TERNA ENERGY Group, as Mr. George Peristeris, Chairman of the Board has repeatedly pointed out, believes in the potential of the Greek society and the growth dynamics of our national economy, continues to invest significant amounts on annual basis, even during major crises, such as the current COVID‐19 pandemic.

The question arising now, both nationally and globally, is: "what will it be like after the virus?"

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

It is for the first time in the last thirty years that projections made by reputable and strong development organizations as well as rating agencies, fail to approach the size of a risk of financial or business object, with reliability and relative accuracy. It is typical that during the first stages of the spread of coronavirus, the projections of all the aforementioned institutions estimated that Greece economic sizes would deviate by approximately 50% from those recorded presently. This situation raises reasonable questions and increases the level of uncertainty and anxiety of ordinary citizens, especially those who do not have a minimum level of knowledge in economics. As far as the approach to the course of economic sizes is concerned, every different scenario generates multiple interpretations, thus causing delays in decision making regarding urgent and/or particularly crucial issues. The fast pace of the developments givesrise to stress and insecurity faced by the decision makers, who, in turn, cannot meet the requirements of the situationsthey are required to address with cool heads.

OECD has pointed out that Greece will suffer a short‐term damage, despite the fact that, in addition to production, both employment and tourism, which is the most significant generator of Greece's national wealth, have been adversely affected. OECD attaches great importance to reforms and their introduction across the spectrum of public administration, applying modern design, innovation and digitization of public sector functions and services as quickly as possible. It is also noted that the large number of micro‐businesses on which the Greek economy is based, to a significant degree, did not yield the expected result due to low productivity.

Moreover, with the view to strengthening Greece's productive capacity so that it could shortly recover, OECD makes the following suggestions: reducing social security contributions and addressing tax evasion, strengthening social cohesion and ensuring that the country's high poverty rate isreduced,strengthening the public investment plan, mainly in infrastructure, rationalization of banks' balance sheets through reduction of Non‐Performing Loans and deferred tax. Systematic implementation of the aforementioned measures in the form of a package of actions can add 5.2% to GDP by 2030 and 24.2% by 2050. If, in parallel with the above, the workforce increases(in line with increased fertility), the above percentages willstand at 7.1% and 35.6% respectively.

COVID‐19 pandemic remains the hot topic in the news both in Greece and almost globally. Economic and political analysts try to "predict" what happens next, not only in terms of our personal health, but also in the context of oursocialresponsibility to any third party (family or other),related to us, as well asin ourindividual contribution to expansion of collectivity and solidarity between the nations. Achieving this goal is not at all easy and simple. However, the effort must be made in the belief that it will be achieved. Today, we have at our disposal a unique opportunity, through shared fears and goals, to quickly decide where and with whom we want to reach the end and trust each other in order to increase our chances to succeed. After all, social and economic objectives go hand in hand. Mankind's victory over coronavirus is both ‐ an economic and a social aim. In this context, we shall all study the views of experts on social and economic integration and be prepared to welcome new conditions with consent and willingness.

The ongoing development course of both‐ the Greek Economy and the Global Economy as a total ‐ are the most tested by the outbreak and spread of COVID‐19, whose impact on economic activity cannot be accurately assessed at this stage, as the term of the spread of this phenomenon is still unknown.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The year 2020 is expected to be a pivotal year for Renewable Energy Sources(RES), asthe Greek Government has disclosed the framework for the national energy and climate strategy, which prioritizesrapid penetration of RES so that they cover at least 35% of the energy mix of the country by 2030. These policies are also in line with the binding objective, set for the member states by the European Union, thus aiming to increase the share of RES in energy production and consumption.

In more general terms, the RES segment and business operations, related to strengthening the green economy and protecting the environment, effectively contribute to sustainable development of the global economy,significantly enhance investmentinterest and broaden the prospectsforfurtherlong‐term growth. This framework creates favourable conditions for the ongoing development course of our Group and its achieving leading position in all the markets where the Group decides to operate.

During the first half of 2020, the capacity of wind farms in our country exceeded 3,889 MW. During this period, 107 new wind turbines were connected to the network, with a total output capacity of 287.3 MW. The increase is 8% compared to the end of 2019 portfolio of wind projects that inject electricity into the network.

At the level of Regions, Central Greece remains at the top of wind farms as it hosts 1,484.9 MW (38%), followed by the Peloponnese with 619.2 MW (16%) and Eastern Macedonia ‐ Thrace with 481.2 MW (12%). TERNA ENERGY with 585.9 MW (15.1%) is at the top of the business groups operating in the RES segment, according to the data announced by the Hellenic Wind Energy Association (HWEA).

The increase in wind farms investments is a significant achievement, attributed to the efforts of the companies operating in Greece, despite the unfavourable and complex regulatory environment.

The Group has more than 1,800 MW in operation, under construction or ready for construction in Greece, the USA, Central and Eastern Europe. TERNA ENERGY objective is to reach the total installed capacity of 2,800 MW within the next five years.

In the firstsix‐month period of 2020, the consolidated sales of the Group amounted to € 166.5 m compared to € 141.6 m in the first six‐month period of 2019, increased by 17.6%. The Group's EBITDA amounts to € 108.4 m compared to € 88.3 m in the first six‐month period of 2019 increased by 22.8%, mainly due to the increase in installed capacity in America. Profits before tax amounted to € 33.1 m, decreased by 16.8% compared to the first six‐month period of 2019. Net profit attributed to Owners of the parent amounted to € 25.1 m, decreased by 16.4%. The decrease in net profits attributed to Owners of the parent by € 4.9 m is mainly due to the increase in Financial Expenses as a result of the addition of liabilities to TEI Berkshire Hathaway & TEI BAL & ANTRIM that were initially recognized in the second six‐month period of 2019, and, therefore had no effect on the results of the comparative period 01/01‐30/06/2019. Net profit excluding results from financial instruments measured at fair value and income from insurance claims amounted to € 26.6 m, increased by 19.8% compared to the first six‐month period of 2019. Finally, the Group's EBITDA excluding income from insurance claims amounted to €108.1εκ., increased by 26.7% compared to the first six‐month period of 2019.

Regarding the results of the separate segments:

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

  • The energy segment performed sales of € 142.1 million, increased by 27.0% versus the first half of 2019, while EBITDA stood at € 107.4 million, recording an increase of 25.4% versus the comparative period in 2019. This increase is mainly due to launching two new wind farms in Greece in the Municipality of Amarynthi‐ Evia and Karystos Evia, as well as two wind farms in America.
  • The trade in electric energy segment generated revenue of € 16.3 million, recording a decrease compared to the first half of 2019. EBITDA stood at € 0.5 million versus € 1.6 million recorded in the first half of 2019.
  • TERNA ENERGY construction operations in respect of third parties recorded € 0.9 million sales, decreased by 48.6% compared to the first half of 2019. EBITDA stood at € (0.43) million versus € 0.8 million in the comparative period of 2019. This decrease is due to the gradual decrease in the Group's construction objective. In particular, at the end of the first half of 2020, the backlog of construction powertrains to third parties amounted to € 2.2 million.
  • Finally, revenue from the concession segment amounted to € 7.2 million versus € 9.3 million in the first half of 2019, decreased by 22.9% mainly due to the completion of construction of the Epirus Waste Treatment Facility ("MEA Epirus") in 2019. EBITDA amounted to € 0.9 million versus € 0.3 million in the comparative period of 2019.

The Group's financial position remains satisfactory as cash and cash equivalent stood at € 266.0 million, while debt liabilities amounted to € 1,097.4 million. Therefore, the net debt position (bank liabilities less cash and cash equivalent lessrestricted deposits)stood at € 789.4 million. It isto be noted that the Group's cash and cash equivalent include refunds of € 3 million related to grants received due to cancellation of construction or expiry of the deadlines regarding the decisions on several wind farms. The aforementioned amounts will be refunded as soon as the relevant procedures of the authorized departments of the Ministry of Development have been completed.

In the first half of the current year, TERNA ENERGY Group investments amounted to € 58.7 million. The Group's on‐going investing activities generate the conditionsforstabilization of increased flows of revenue and profitability on a long‐term basis.

Environmental issues

Renewable Energy Sources (RES) and Waste Management (WM) segments, where the Group operates, hold the leading positions, making sizable contributionsto pollution control and environmental protection. The European Union recognizes this contribution, sets out objectives and incentives for national governments to implement environmental protection measures and policies and reward the companies operating in their territories and participating in this joint effort with the view to meeting these social and economic objectives.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Our Company holds a leading position in RES and WM segments through its significant contribution and particular social sensitivity to meeting the aforementioned objectives. It has developed and implements a long‐term growth strategy in the green economy and demonstrates it through investing and managing over 100 million euro a year over the last decade.

Human resources management

On 30/06/2020, the Group's personnel stood in total at 330 employees, while on 30/06/2019 the respective number was 303. On 30/06/2020, the Company's personnel numbered 192 employees, while on 30/06/2019 it stood at 203 employees.

The Company's Management possesses all the necessary skills regarding implementation of human resources management policies, such as diversification and equal opportunities, respect for human rights, trade union freedom, health and safety at work, training systems, promotion model, etc.

Β. Significant events within the first six‐month period of 2020

The following significant events took place in the first six‐month period of 2020:

Return of share capital of € 19,4 m to shareholders

The Extraordinary General Meeting of Shareholders held on 18/12/19 decided on increasing the share capital by the amount of € 19,366,219.12 through capitalizing part of the special purpose reserve from the issue of share premium with an increase in the nominal value of each share from € 0.30 to € 0.47, while simultaneously reducing the share capital by € 19,366,219.12 with a relative decrease in the nominal value of each share from € 0.47 to € 0.30 and returning the amount of this reduction (i.e. € 0.17 per share) to shareholders. On 24/1/2020 it was registered in the General Commercial Registry the No. 7893 Decision of the Ministry of Development and Investments ‐ General Secretariat of Commerce, approving the amendment of paragraph 1 of article 5 of the Company's Articles of Association as a result of the increase and decrease of the share capital. The Corporate Actions Committee ‐ Athens Stock Exchange (ATHEX), at its meeting held on 29/01/2020, was informed about the increase and decrease in the nominal value of the Company's shares as a result of which the Company's share capital amounts to thirty‐four million one hundred and seventy‐five thousand six hundred eighty euro and eighty cents (€ 34,175,680.80) and is divided into one hundred thirteen million, nine hundred eighteen thousand nine hundred and thirty‐six (113,918,936) common registered shares with voting rights with a nominal value of thirty cents (€ 0.30) each. Following the above, as starting from Thursday 05/03/2020 (cut‐off date) the Company's shares are listed on the ATHEX with the new nominal value of € 0.30 per share and without the right to participate in capital return in cash to shareholders of € 0.17 per share. This obligation of repayment the capital return was completed on 11 March 2020.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Donation of € 3.5 million to the country's Armed Forces

On 10/02/2020, the Company donated € 3.5 million to the country's Armed Forces.

The Company will fully cover the costs of the studies, planning and construction of all required projects in order to:

  • a. Turn the 115 CW Airport (Souda) into a Zero Carbon Footprint installation (Net Zero Carbon Emissions).
  • b. To meet the needs for electricity, heating and cooling of the facilities at the 115 CW military airport in Souda, by relying by 100% on Renewable Energy Sources (Net Zero Energy Airport) and achieve the proper degree of the "electrification" of the transport services within the Airport.

115 Military Airport in Souda will be one of the first installations in the world to receive the respective certifications, while the annual benefit of fully discharging the Unit from the cost of electricity supply and heating needs will exceed € 400,000. This way, 115 Military Airport will make a significant contribution to addressing climate change and will be equipped with state‐of‐the‐art intelligent energy management systems, without reducing its operational capabilities.

For the implementation of the necessary projects, the Company will cooperate with the specialized company Easy Power.

The budget of the proposal exceeds € 3.5 million, while the time required for completion of the project is estimated to be approximately six (6) months from the day of official acceptance of the donation in the Government Gazette and signing the relevant contract with the Ministry of National Defense.

New Investments of over € 550 million Euro in the Greek RES Market

In its related announcement dated 16/03/2020, TERNA ENERGY S.A. announced that continuing its investment plan in Greece, it is proceeding with the implementation of new investments in the production of clean energy, with a total budget of € 550 million. To this end, the company is expected to begin shortly the construction of new wind farms in Evia, following completion of the acquisition of a portfolio of fully or partially licensed projects of a total capacity of 270 MW owned by "RF Omalies S.A." acquired from the company "RF Energy S.A.".

At this stage, the Company plans the construction of wind farms with a total capacity of over 180 MW, which will lead to a total capacity new wind farms, scheduled in the Greek RES market by TERNA ENERGY Group, exceeding 400 MW and the total investment value of 550 million euro.

The significant increase of TERNA ENERGY presence in the Greek RES market brings the Group's goal to reach the size of 2,000 MW of RES projects in operation in Greece and abroad closer and much earlier than in 2025, as originally aimed.

Decisions of the Regular General Meeting of Shareholders held on 29/04/2020

On 29/04/2020, the Regular General Meeting of the Shareholders of TERNA ENERGY S.A. convened and made the following decisions:

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

i. Approved the proposal of the Board of Directors on distribution of dividend of € 0.17 per share, i.e. a total amount of € 19,060,173.06 for FY 2019, according to article 160 of Law 4548/2018. On 29/06/2020, the Company proceeded with the payment of the aforementioned dividend. This amount was increased by the dividend corresponding to 3,894,741 treasury shares held by the Company at the date of the cut off, forming the amount that was finally paid to the Shareholders as the amount of € 19,199,756.66. At the same time, the RGM approved payment of feesto the Members of the Board of Directors and the members of the Committees for FY 2019, totally amounting to € 700,000, from the taxed profits of the Company.

ii. Approved the proposal of the Board of Directors on approving the report on remuneration of the members of the Board of Directors of the Company for FY 2019 in accordance with article 112 of law 4548/2018.

iii. Approved the share buyback up to percentage of 10% of the total shares of the Company, with a minimum purchase price of thirty cents (0.30 €) and a maximum price of thirty euros (30.00 €), which will take place within a period of twenty‐four months, i.e. no later than April 28, 2022.

iv. Approved the amendment and extension of for four (4) years of the Remuneration Policy, prepared under the supervision of the Nomination and Remuneration Committee, which was approved by the Extraordinary General Meeting of 18.12.2019.

Dividend payment for FY 2019 on 29/06/2020

On Monday, June 29, 2020, the company "TERNA ENERGY S.A." proceeded with payment of dividend, as decided by the Regular General Meeting held on April 29, 2020, amounting to 0.17 euro per share from FY 2019 profits. This amount was increased by the dividend corresponding to the 3,894,741 treasury shares held by the Company at the cutoff date, i.e. by 0.006008 euro per share and, therefore, the total amount of dividend per share amounted to 0.174505 euro. The aforementioned amount dividend is subject to withholding tax of 5%, according to article 24 of law 4646/2019 and, therefore, the shareholders received a net amount of 0.165780 euro per share. Beneficiaries of the said dividend are the investors who are registered in the D.S.S. of the Company on Tuesday, June 23, 2020 (record date). The dividend was paid according to the provisions of the Athens Stock Exchange Regulations.

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

• On 15/07/2020 the Company announced the disposal of the wind farm "Mountain Air" with a capacity of 138 MW, located in the state of IDAHO, in the USA, to Innergex Renewable Energy Inc. The Enterprise Value for the disposal of the wind farm amounts to 215 million dollars. It is to be noted that in 2019, the operating profit (US GAAP) of the project amounted to 17.6 million dollars (EBITDA 2019). The disposal is expected to generate a profit (IFRS) that will exceed 30 million US dollars, while the total debt of TERNA ENERGY is equally decreased by the aforementioned Enterprise Value of 215 million dollars. TERNA ENERGY entered the US clean energy market as early as 2011. It has four (4) wind farms in operation, with a total capacity of 651 MW, one of which concerns the first project of TERNA ENERGY for sale in the USA, with a capacity of 138 MW (Mountain Air).

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Following the disposal of the project in IDAHO, TERNA ENERGY will keep in operation three (3) wind farms with a total capacity of approximately 512 MW, in the state of Texas.

  • On 27/07/2020, the Company announced that the reassessment of its creditworthiness by the company ICAP S.A. reclassified it into "A" rating. "A" rating indicates a very low credit risk and is attributed to the companies that are in position to meet their obligations even under adverse economic circumstances, and therefore, their creditworthiness remains consistently high. Businesses with "A" rating are characterized by their very significant financial sizes, upward trend and their significant position in the market.
  • Following the invitation dated 10/08/2020 for the Extraordinary General Meeting of the Shareholders of the Company, the procedure of receiving the binding offers for the coverage of the new shares at a price of €11 pershare has been completed through AXIA Ventures Group Ltd and excessive demand was expressed. Therefore, the Board of Directors recommended the increase of the share capital of the Company and the elimination of the current Shareholders' pre‐emptive rights, by the amount of €1,868,826.60, by cash payment, with the issuance of 6,229,422 (instead of the initially proposed amount of 4,556,757) common shares with a nominal value of €0.30 each, their disposal through private placement in funds managed by the following international investors and/or companies affiliated with them: Blackrock Inc., Anavio Capital Partners LLP, Kayne Anderson Capital Advisors LP, and Impax Asset Management, at a disposal price of € 11 each; placing the difference between the nominal value and the disposal price at a special share premium reserve of the Company from the issuance of share premium, and granting authorization to the Company's Board of Directors for the determination of the final disposal price and the rest of the particulars regarding the increase. The Extraordinary General Meeting of the Shareholders of the Company dated September 1st, 2020 approved the recommendation of the Board of Directors and decided on the increase of the Company's share capital as afore mentioned, with the possibility of partial payment, pursuant to article 28 of Law 4548/2018.

D. Prospects for the second half of the current year

TERNA ENERGY GROUP prospects for the second half of 2020 are positive, given that:

  • New investments are maturing in terms of licensing and financing, soon expected to enter the construction stage, allowing the Group to maintain its growth rate according to its business plan.
  • Despite the current health and financial crisis, the Group, as the reporting date of the six‐month Consolidated Financial Statements, maintains satisfactory capital adequacy, profitability and liquidity and continues to be fully consistent with its liabilities to suppliers, public, insurance organizations, creditors, etc.

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

Moreover, the Management considers that during the second half of 2020, the credit risk, regarding the receivables of the energy segment both ‐ for the Parent Company and for the other Greek companies of the Group's, is limited.

  • The Group remains exposed to short‐term fluctuations of wind and hydrological data, which, however, do not affect the long‐term efficiency of its projects, as the implementation of its investments is preceded by extensive studies concerning the long‐term conduct of the aforementioned factors.
  • The Management position is that it is not possible to accurately project the developments in the Greek economy due to the pandemic and determine those that will have the greatest impact on the operation, financial performance, cash flows and financial position of the Group. However, taking into account all the above, the Management ensures smooth operation of the Group in the Greek territory by applying procedures for ongoing identification and evaluation of all risks that may arise in the near future.

In direct, ongoing and systematic cooperation with the Group's executives, the Management designs and implements measures to address any identified risk, in order to limit its adverse effects to the minimum possible degree. TERNA ENERGY, with consistency and high sense of corporate social responsibility that distinguishes it, will remain a pioneer in the field of investments and will seek to maintain the growth rate of the Group according to its business plan, despite the adverse conditions, unexpectedly worsened by the outbreak of COVID‐19 pandemic. Section E makes a special, brief reference to the potential, relevant risks.

Ε. Risks and uncertainties

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

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 DAPEEP and DEDDIE) and foreign Public Sector, while the same is effective regarding the main part of the construction segment receivables.

Given the nature of its operations, the Group is not, as a rule, exposed to significant credit risk from trade receivables except delays in collections from DAPEEP, which have been significantly reduced following the application of Law 4254/14.

The credit risk in respect of cash and cash equivalent and other receivables is low, since the parties to transaction are banks of high‐quality capitalstructure, the State or the entities of the broader Public Sector or strong business groups.

Finally, the Group Management estimates that all the aforementioned financial assets, for which the necessary depreciations have been made, are of high credit quality.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Foreign exchange risk

Apart from Greece, the Group operates in Eastern Europe and the United States of America and, therefore, it may be exposed to foreign exchange risk, potentially arising from the exchange rate of Euro against other currencies. Thistype of risk may arise only from trade transactionsin foreign currency, from financial assets investments in foreign currency, as well as from net investments in foreign entities. To limit such risk, especially in the USA, where the amounts of transactions/commissions are significant, the Group uses the cash surpluses generated in dollars. During the operational phase, all related costs and revenues are made in US dollars, thus excluding any possibility of generating currency exchange differences.

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

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

Interest rate risk

The Group's policy is to minimize its exposure to interest rate risk with regards to long‐term financing of its operations.

In this context, long‐term loans received by the Group either bear a fixed interest rate or are hedged for almost the entire term. Thus, 42% of the Group's long‐term borrowing refers to fixed interest rate loans, 18.5% refersto floating‐rate loansthat have been hedged through derivatives, with which future fixed rate payments are exchanged against floating rate collections, while 39.5% in floating rate loans on a case by case basis ‐ euribor or wibor.

The Group's total short‐term debt is in euro under floating interest rates linked to euribor excluding subgroup loans in America in US dollars under floating interest rates linked to libor. Short‐term loans are primarily received as bridge financing during the phase of implementation and construction of the Group's investments. The relevant loans are repaid through long‐term loans during the completion of construction and commencement of operation of the wind farms. Therefore, the Group is exposed to interest rate risk arising from short‐term borrowings and the part of long‐term debt that is under floating interest rates. The Group is not exposed to other interest rate risk.

Market risk analysis

The Group's financial assets are not exposed to market risk.

Liquidity risk analysis

The Group's liquidity is considered satisfactory, as apart from the available cash and cash equivalents, currently operating wind farms generate satisfactory cash flows on an on‐going basis. In the first half of 2020, net cash flows from operating activities amounted to € 134 million versus € 99 million recorded in the respective period in 2019.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The Group manages its liquidity needs by applying 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 on a daily basis. The liquidity needs are monitored at different time zones, on a daily and weekly basis, as well as on the basis of a rolling 30‐day period. The liquidity needs for the next 6 months and the next year are defined on monthly basis. 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.

Other risks and uncertainties

The Group remains exposed to short‐term fluctuations of wind and hydrologic data, a fact, which, however does not affect the long‐term efficiency of its projects, as prior to the implementation of the investments extensive studies are conducted with regards to the long‐term conduct of such data.

The construction segment of TERNA ENERGY is subject to significant fluctuations, both with regards to turnover and profitability of every construction project, since the construction activity, particularly of specialized companies such as ours, entails increased volatility, mainly related to ongoing renewal of the backlog of construction contracts towards third parties, which are mainly Public entities.

Special reference to the effects of COVID‐2019

At the end of December 2019, the new coronavirus strain SARS‐CoV‐2, which causes coronavirus disease (COVID‐19), appeared in China. During the following months, coronavirus disease (COVID‐19) spread rapidly worldwide and on March 11, 2020, the World Health Organization declared the coronavirus outbreak (COVID‐19) a pandemic, and to date there are no effective treatmentsfor the disease and neither the vaccine to prevent transmission of the virus. The competent authorities, in Greece and in other countries, worldwide, have taken a series of emergency measures to prevent and limit the spread of coronavirus(COVID‐19). The pandemic is ongoing, both in Greece and worldwide, and therefore, its effects cannot yet be assessed and quantified. The term and severity of the effects are expected to be determined by the following factors: (i) whether the virus has a seasonal periodicity, (ii) the length of time it will take to develop effective methods of treating the disease (vaccine and/or treatment), (iii) the effectiveness of countries' fiscal and other measures as well as the decisions of bank supervisors to facilitate banking institutions in providing liquidity and support to businesses and households.

TERNA ENERGY Group holds a leading position in the field of renewable energy sources. The Management's position is that the Group operates in the segments that are more defensive during the phases of the business cycle, which investors recognize as "safe haven" that provide stable recurring cash flows even in times of turmoil and uncertainty, such as the existing one. Furthermore, the Group has already proven during the Greek financial crisis (i.e. the most difficult and longest financial crisis in Europe), its ability to grow and strengthen its market position. The public policy measures that have been taken and / or will be taken by the Greek government in order to limit the spread of COVID‐19, are not expected to lead to disruption of the Group's operations.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Furthermore, the Group has already proven during the Greek financial crisis (i.e. the most difficult and longest financial crisis in Europe), its ability to grow and strengthen its market position. The public policy measures that have been taken and/or will be taken by the Greek government in order to limit the spread of COVID‐19, are not expected to lead to disruption of the Group's operations.

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 to which it is exposed. Based on the current events and circumstances regarding the COVID‐19 pandemic situation, such factors are analyzed as follows:

  • In the sector of electricity from RES, no interruption or other adverse impact on the operation of the Group's facilities in Greece occurred. Although DAPEEP has significantly improved the frequency of payments in the first half of 2020, due to the expected impact on the national economy, there may be an increase in the deficit of the Special RES and SITHYA Account for the year 2020, and, possibly, for years to come in the near future. Such potential development could adversely affect the implementation of the Group's investment plan in Greece and jeopardize, inter alia, the terms of financing its operations, as well as transactions with suppliers of imported equipment. The aforementioned contingencies, if verified, are likely to temporarily affect the profitability of the Group's domestic operations. This risk is of general nature, it is effective regarding all RES producers and does not exclusively affect TERNA ENERGY. As far as RES facilities under construction are concerned, to date no delays have been caused due to the coronavirus pandemic (COVID‐19) and the estimated time of completion and setting the projects in operation has not changed. Although the above effects are expected to be only temporary, there is uncertainty as to their extent and duration. Therefore, presently, their financial impact on the Group cannot be estimated.
  • Regarding collecting the Group's revenues, no delays were identified within the first half of 2020. The Management states the following: 1) any delay in collecting the Group's revenues from DAPEEP does not currently seem to exceed the production value of six months, as was the issue in the past. Within the next year, a delay in collecting for six months will generate, albeit temporarily, a cash issue of special attention of approximately 80 million Euro. The cash liquidity of the Group (311 million Euro ‐ cash and cash equivalent 266 million Euro and restricted deposits of 45 million Euro on 30/06/2020) allows the Management to address the potential cash problem with relative ease, without interrupting the pace of implementing its investment plan. Should the delay exceed 6‐8 months of production, the Management will redesign its investment plan, business and cash schedule in order to meet the increased cash needs and reduce the adverse consequences to the minimum possible. Controlled deceleration and/or, where appropriate, cancellation of planned investments will prove inevitable if the delay in recovery exceeds the reasonable limits and market operating practices. However, even then, the Group, due to itssize, capacity, experience and determined strategy, isready to fight to maintain its leading position in the RES market and retain its superiority in the competition.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Although estimates regarding the impact of the pandemic on the global and Greek economy vary, the Management estimates that the Group's operations, financial performance, cash flows and financial position will not be significantly affected. In any case, the Management ensures maintaining uninterrupted operation both in the Greek territory and in other countries, where the Group operates, applying procedures for ongoing identification and evaluation of all risks that may arise in the near future. In direct, ongoing and systematic collaboration with the Risk Managers and the executives of the Group, the Management plans and implements measures to address any identified risk in order to limit its adverse effects to the minimum possible. The organizational efficiency of the Group and the ongoing care taken by the Management to use its executives per project and specific issue, depending on the required ability and experience, have created a proven capable, flexible and effective mechanism for dealing with any possible crisis in any company of the Group should it appear. Based on this key principle, the Management immediately reacted and set in motion the above mechanism in order to address the epidemic crisis with prudence, composure and strategic perspective.

Regarding its financial position, despite the current financial crisis, at the reporting date of the six‐month condensed Consolidated Financial Statements, the Group maintains satisfactory capital adequacy, profitability and liquidity and remains fully consistent with its liabilities to suppliers, public, insurance organizations, creditors, etc. Moreover, it implementsits ambitious investment plan generating conditions for further development of its operations in Greece and abroad. Furthermore, the Management considers that in 2021, the credit risk is limited regarding the receivables of the energy segment both ‐ for the Parent Company TERNA ENERGY S.A. and the other Greek companies of the Group.

F. Alternative Performance Measurement Indicators ("APMI")

In the context of applying the Guidelines "Alternative Performance Measurement Indicators" of the European Securities and Markets Authority (ESMA/2015/1415el) which are applied from 3rd of July 2016 in the Alternative Performance Measurement Indicators (APMI)

The Group uses Alternative Performance Measurement Indicators ("APMI") in the context of its financial, operational and strategic planning decision‐making, as well as under evaluating and disclosing its performance. These APMI ensure better understanding the Group's financial and operating results as well as its financial position.

Alternative indicators should always be considered in conjunction with the financial results prepared in accordance with IFRS and in no case should they replace them. The following indicators are used when describing the Group's performance per operating segment:

EBIΤ (Earnings Before Interest & Taxes): It is an indicator, by which the Group's Management assesses a segment's operating performance. It is defined as Earnings / (losses) before income tax +/‐ Net Financial Results, +/‐ Valuation Foreign Exchange Differences, +/‐ Affiliates results, +/‐ Profits / (Losses) from the sale of participating interests and debt securities, +/‐ Provision for depreciation of participations, fixed assets, receivables and debt securities, +/‐ Profits / (Losses) from financial instruments measured at fair value.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

EBITDA (Earnings Before Interest Taxes Depreciation & Amortization): The indicator is calculated by adding to Earnings Before Income Tax (EBIT) total depreciations and amortizations of tangible and intangible assets and deducting amortizations of grant pertaining to the period. The higher the indicator ‐ the more efficient the operation of the segment is. EBITDA is defined as EBIT, plus depreciation for the period of fixed assets, less the respective amortization for the period of fixed assets' grants.

"Gross Profit Margin" is an indicator, by which the Group's Management assesses the return level per segment and is defined as Gross Profit to Turnover.

"Net debt / (Surplus)" is an indicator, by which the Group's Management assesses each time the respective cash position of a segment. The indicator is defined as total loan liabilities less cash and cash equivalents (excluding the amounts of the grants to be returned) less restricted deposits).

"Loan Liabilities to Total Capital Employed" is an indicator, by which the Management assesses the Group's financial leverage. Loan Liabilities are defined as the total of Short‐term Loans, Long‐term Loans and Long‐term loan liabilities carried forward. Total Capital Employed is defined as the total of equity, loan liabilities, equity instruments having a substance of financial liability (Note 14 to the accompanying financial statements), whose repayment follows the payment of the primary debt arising from the respective wind farms and is conducted only to the extent when the returns required from their operations, lease liabilities, grants are reduced by the amount of cash and cash equivalents that is not subject to any restriction or commitment, beyond the commitments associated with borrowings.

Business segment Electricity Electricity Waste Consolidated
Construction from RES trading management E‐Ticket Total
30 June 2020
Turnover 912 142.076 16.322 2.690 4.502 166.502
Net profit/(loss) per segment (411) 24.179 397 363 1.542 26.070
Depreciation (21) (37.835) (9) (52) (17) (37.934)
Amortization of grants 3.976 3.976
Financial income 73 1 644 2.035 2.753
Financial expenses (46) (25.650) (24) (565) (432) (26.717)
Finance cost of tax equity investor (15.061) (15.061)
Foreign exchange differences on valuation (1.423) 2 (1.421)
Loss from financial instruments at fair value (861) (861)
Income tax 89 (6.462) (99) (106) (473) (7.051)
EBIΤ (454) 73.563 517 390 412 74.428
EBIΤDA (433) 107.422 526 442 429 108.386
Business segment Construction Electricity
from RES
Electricity
trading
Waste
management
E‐Ticket Consolidated
Total
30 June 2020
Turnover 912 142.076 16.322 2.690 4.502 166.502
Cost of sales (930) (66.423) (16.179) (2.023) (3.862) (89.417)
Gross profit (18) 75.653 143 667 640 77.085
Gross profit margin ‐1,97% 53,25% 0,88% 24,80% 14,22% 46,30%

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Business segment Construction Electricity
from RES
Electricity
trading
Waste
management
E‐Ticket Consolidated
Total
30 June 2019
Turnover 1.774 111.885 18.615 5.020 4.306 141.600
Net profit/(loss) per segment
Depreciations
480
(27)
28.351
(30.201)
1.238
(9)
(488)
(7)
1.602
(6)
31.183
(30.250)
Amortization of grants 3.986 3.986
Financial income 169 534 1.900 2.603
Financial expenses (85) (24.657) (11) (794) (442) (25.989)
Finance cost of tax equity investor (5.595) (5.595)
Foreign exchange differences on valuation 788 (3) 785
Profit from financial instruments at fair value 5.992 5.992
Income tax (174) (7.766) (368) 177 (506) (8.637)
EBIΤ 739 59.420 1.620 (405) 650 62.024
EBIΤDA 766 85.636 1.629 (398) 656 88.289
Business segment Construction Electricity
from RES
Electricity
trading
Waste
management
E‐Ticket Consolidated
Total
30 June 2019
Turnover 1.774 111.885 18.615 5.020 4.306 141.600
Cost of sales (576) (52.315) (16.949) (4.915) (3.634) (78.389)
Gross profit 1.198 59.570 1.666 105 672 63.211
Gross profit margin 67,53% 53,24% 8,95% 2,09% 15,61% 44,64%
Business segment Construction Electricity
from RES
Electricity
trading
Waste
management
E‐Ticket Consolidated
Total
30 June 2020
Long‐term loans 853.514 27.431 16.696 897.641
Short‐term loans 131.768 35 131.803
Long term liabilities carried forward 64.493 586 2.852 67.931
Cash and cash equivalents (236.788) (1.664) (16.578) (10.995) (266.025)
Grants to return 3.024 3.024
Restricted deposits (44.921) (77) (44.998)
Net debt / (surplus) 771.090 (1.706) 11.439 8.553 789.376

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Business segment Construction Electricity
from RES
Electricity
trading
Waste
management
E‐Ticket Consolidated
Total
31 December 2019
Long‐term loans 860.715 27.724 18.079 906.518
Short‐term loans 36.419 34 36.453
Long term liabilities carried forward 66.771 586 2.857 70.214
Cash and cash equivalent (242.222) (1.505) (2.404) (11.333) (257.464)
Grants to be returned 3.024 3.024
Restricted deposits (42.460) (42.460)
Net debt / (surplus) 682.247 (1.471) 25.906 9.603 716.285
Amounts in thousand € 30.6.2020 31.12.2019
Short‐term loans 131.803 36.453
Long‐term loans 897.641 906.518
Long term liabilities carried forward 67.931 70.214
Loan liabilities 1.097.375 1.013.185
Total equity 390.564 438.462
Loan liabilities 1.097.375 1.013.185
Equity interests having a substance of financial liability 360.381 375.772
Lease liabilities (Long‐term & Short‐term component) 9.019 8.733
Grants 129.966 134.322
Subtotal 1.987.305 1.970.474
Less:
Cash and cash equivalent 266.024 257.464
Restricted deposits (Note 10) 44.998 42.460
Grants to be returned (Note 11) (3.024) (3.024)
Subtotal 307.998 296.900
Total Capital Employed 1.679.307 1.673.574
Loan Liabilities / Total Capital Employed 65% 61%

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 first half of 2020, the amounts of sales and expenses as well as the balances of the Company's and Group's assets and liabilities as at 30/06/2020, arising from transactions with related parties, are presented in Note 24 to the interim condensed financialstatements.

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

Transactions with members of the BoD

The total amounts regarding the members of the Group's Board of Directors stood at Euro 646,000 (for the Company: Euro 321,000), of which an amount of Euro 149,000 (for the Company: Euro 0) relates to BoD fees, while an amount of Euro 497,000 (for the Company: Euro 321,000) relates to provision of services.

Η. Treasury shares

During the period 01/01/2020 – 30/06/2020, the Company purchased 2.,71,970 treasury shares of nominal value 741,591.00 and market value Euro 19,804,493.52, while from the product of the share capital return, their value decreased by the amount of Euro 326,344.92 and, thus, their total cost in period changed by the amount of Euro 19,478,147.70.

The total number of treasury shares held by the Company as at 30/06/2020 amounted to 4,115,221 shares with the total cost of Euro 28,739,204.90. These shares represented the percentage of 3.61% of the Company's paid up capital.

Athens, 01 September 2020

On behalf of the Board of Directors,

George Peristeris Chairman of the Board of Directors

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

III. INDEPENDENT AUDITOR'S REVIEW REPORT

To the Board of Directors of "TERNA ENERGY SOCIETE ANONYME COMMERCIAL TECHNICAL COMPANY"

Review Report on Interim Financial Information

Introduction

We have reviewed the accompanying condensed separate and consolidated statement of financial position of TERNA ENERGY SOCIETE ANONYME COMMERCIAL TECHNICAL COMPANY as of 30 June 2020 and the related separate and consolidated condensed income statement and statement of comprehensive income, statements of changes in equity and cash flows for the six-month period then ended, and the selected explanatory notes that comprise the interim condensed financial information, which forms an integral part of the six-month financial report under Law 3556/2007.

Management is responsible for the preparation and fair presentation of this interim condensed financial information in accordance with the International Financial Reporting Standards as adopted by the European Union and apply for interim financial reporting (International Accounting Standard "IAS 34"). Our responsibility is to express a conclusion on these interim condensed financial statements based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 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 Auditing Standards as incorporated into the 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.

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34.

Report on Other Legal and Regulatory Requirements

Based on our review, we did not identify any material misstatement or error in the representations of the members of the Board of Directors and the information included in the six-month Board of Directors Management Report, as required under article 5 and 5a of Law 3556/2007, in respect of condensed separate and consolidated financial information.

Athens, 1 September 2020 The Certified Auditor Accountant

Dimitra Pagoni

SOEL Reg. No .30821

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

IV. CONDENSED INTERIM SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX‐MONTH PERIOD ENDED AS AT JUNE 30th 2020

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 01/09/2020 and have been published on the website www.terna‐energy.com as well as on the Athens Stock Exchange's website.

The annual financial statements of consolidated subsidiaries in compliance with the Decision of Hellenic Capital Market Commission Board of Directors Num. 8/754/14.4.2016 are posted at www.terna‐energy.com.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

CONDENSED INTERIM CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION AS OF 30 JUNE 2020

GROUP COMPANY
Note 30.6.2020 31.12.2019 30.6.2020 31.12.2019
ASSETS
Non‐current assets
Intangible assets 7 55.565 25.344 2.042 2.110
Tangible assets 8 1.560.816 1.543.307 77.801 80.387
Right of use assets 8.869 8.401 1.126 1.153
Investment property 540 540 540 540
Investment in subsidiaries 4 415.695 400.287
Investment in joint ventures 4.395 4.362 4.689 4.409
Investment in associates 67 67
Other long‐term receivables 9 33.999 33.117 97.022 89.942
Receivables from derivatives 16 5.236 14.322
Financial Assets – Concessions 43.728 44.408
Investments in equity interests 2.240 2.418 2.240 2.418
Deferred tax assets 8.495 6.124 21 27
Total non‐current assets 1.723.950 1.682.410 601.176 581.273
Current assets
Inventories 4.873 5.293 2.968 3.243
Trade receivables 56.530 77.595 42.551 45.588
Receivables from contracts with customers 11.348 18.071 4.813 4.881
Prepayments and other receivables 11 69.248 72.709 18.263 13.025
Income tax receivables 4.618 4.856 2.523 1.887
Other current investments 2.794
Cash and cash equivalent 12 266.024 257.464 70.102 58.624
Total current assets 415.435 435.988 141.220 127.248
TOTAL ASSETS 2.139.385 2.118.398 742.396 708.521
EQUITY AND LIABILITIES
Equity attributed to the shareholders of the
parent
Share capital 13 34.176 34.176 34.176 34.176
Share premium 13 172.427 191.793 172.427 191.793
Reserves 15.729 44.138 (7.433) 11.033
Retained earnings 157.581 156.439 73.498 71.025
Total equity attributable to the owners of
the parent 379.913 426.546 272.668 308.027
Non‐controlling interest 10.651 11.916
Total equity 390.564 438.462 272.668 308.027

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

GROUP COMPANY
Note 30.6.2020 31.12.2019 30.6.2020 31.12.2019
Long‐term liabilities
Long‐term loans 15 897.641 906.518 323.679 304.086
Liabilities from lease 8.359 8.024 1.326 1.368
Equity interests having a substance of
financial liability
14 309.863 324.407
Liabilities from derivatives 16 11.637 7.178 1.052 955
Provision for staff indemnities 711 657 594 550
Other provisions 17 22.350 21.550 4.210 4.111
Grants 18 129.966 134.322 18.287 18.916
Deferred tax liabilities 30.118 27.901 811 1.572
Other long‐term liabilities 19 9.905 38 9.887
Total long‐term liabilities 1.420.550 1.430.595 359.846 331.558
Short‐term liabilities
Suppliers 42.743 56.835 15.805 14.969
Short‐term loans 15 131.803 36.453 30.414 5.165
Long‐term liabilities carried forward 15 67.931 70.214 56.986 39.926
Liabilities from lease 660 709 278 333
Equity interests having a substance of
financial liability
14 50.518 51.365
Liabilities from derivatives 7.589 8.882 425 399
Liabilities from contracts with customers 1.463 2.076 2.151 2.241
Accrued and other short‐term liabilities 19 17.734 19.604 3.815 5.903
Income tax payable 7.830 3.203 8
Total short‐term liabilities 328.271 249.341 109.882 68.936
Total liabilities 1.748.821 1.679.936 469.728 400.494
TOTAL LIABILITIES AND EQUITY 2.139.385 2.118.398 742.396 708.521

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

CONDENSED INTERIM CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD 01/01‐30/06/2020

Note
01.01 ‐
01.01 ‐
01.01 ‐
01.01 ‐
30.6.2020
30.6.2019
30.6.2020
30.6.2019
Continuing operations
Turnover
5
166.501
141.600
39.660
39.972
Cost of sales
(89.417)
(78.389)
(31.467)
(28.577)
Gross profit
77.084
63.211
8.193
11.395
Administrative & distribution expenses
(9.787)
(9.185)
(6.095)
(6.007)
Research & development expenses
(1.005)
(951)
(851)
(866)
Other income / (expenses)
20
6.716
9.736
583
2.991
Operating results
73.008
62.811
1.830
7.513
Financial income
2.753
2.603
1.827
2.457
Financial expenses
(41.778)
(31.584)
(8.242)
(7.462)
Gains / (Losses) from financial
instruments measured at fair value
16
(861)
5.992
Revenue from participating interest and
other investments
21


26.869
22.869
Loss from valuation of participating
interest other investments


(70)
Earnings before tax
33.122
39.822
22.214
25.377
Income tax
(7.051)
(8.637)
769
(872)
Net earnings for the period
26.071
31.185
22.983
24.505
Other comprehensive income
subsequently reclassified in the income
statement in the following periods
Foreign exchange translation differences
from incorporating foreign operations
(1.532)
634
Cash flow risk hedging
16
(11.516)
3.039
(123)
(629)
Corresponding income tax
60
658
29
157
Total
(12.988)
4.331
(94)
(472)
Other comprehensive income not
subsequently reclassified in the Income
Statement in the following periods
Actuarial losses from defined benefit
plans
(28)

(28)
Gains/(losses) from valuation at fair value
of participating interest (NOT reclassified
in the Statement of Comprehensive
Income
(241)

(241)
Corresponding income tax
65

65
Total
(204)

(204)

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Other total (loss) income for the period
(after tax)
(13.192) 4.331 (298) (472)
Total comprehensive income for the
period
12.879 35.516 22.685 24.033

CONDENSED INTERIM CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD 01/01‐30/06/2020

GROUP
Note 01.01 ‐ 01.01 ‐
30.6.2020 30.6.2019
Net profit for the period attributed to:
Owners of the parent from continuing
operations 25.076 29.985
Non‐controlling interests from continuing
operations
995 1.200
26.071 31.185
Total comprehensive income attributed
to:
Owners of the parent from continuing
operations
11.884 34.313
Non‐controlling interests from continuing
operations
995 1.203
12.879 35.516
Basic earnings per share (in Euro)
From continuing operation attributed to
shareholders of the parent
13 0,225398 0,267016
Weighted average number of shares
Basic 13 111.251.898 112.296.449

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

CONDENSED INTERIM CONSOLIDATED AND SEPARATE STATEMENT OF CASH FLOWS

FOR THE PERIOD 01/01‐30/06/2020

GROUP COMPANY
Note 01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
Cash flows from operating activities
Profit before tax 33.122 39.822 22.213 25.377
Adjustments for reconciliation of net flows from
operating activities
Depreciation/Amortization of assets and rights to use 7, 8 37.934 30.249 3.271 3.708
Amortization of grants 18 (3.976) (3.986) (629) (629)
Impairment 20 25 366 25 29
Provisions 56 57 48 49
Interest and related income (2.753) (2.603) (1.827) (2.457)
Interest and other financial expenses 41.778 31.584 8.242 7.462
Gains and losses from intangible and tangible assets, invest
ment property and rights to use
2 3 (4)
Revenue from participating interests and other investments 21 (26.799) (22.869)
Unrealized gains and losses from derivatives (78) (610)
Gains and losses from derivatives 16 861 (5.992)
Foreign currency exchange differences 1.421 (786)
Operating profit before changes in working capital 108.392 88.104 4.544 10.666
(Increase)/Decrease in:
Inventories 422 242 276 (35)
Trade receivables from contracts with customers 27.073 16.245 3.087 7.571
Prepayments and other short‐term receivables 1.988 11.221 97 (23.314)
Increase/(Decrease) in:
Suppliers and liabilities from contracts with customers (1.643) (9.052) 835 (8.950)
Accruals and other short‐term liabilities (4.418) (3.179) (2.165) 17.344
Other long‐term receivables and liabilities 3.758 (2.823) 25 (161)
Income tax paid (1.859) (1.836) (520) (590)
Net cash flows from operating activities 133.713 98.922 6.179 2.531

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Cash flow from investing activities:
(Acquisitions) / Disposals of tangible and intangible assets 7, 8 (69.570) (106.880) (593) (484)
Interest and related income collected 64 156 1.588 1.316
Payments for acquisition of companies less subsidiaries cash
and cash equivalent
6.1 (25.040) (25.040) (398)
Cash and cash equivalent of the companies whose
consolidation was discontinued
(83)
Proceeds from loss of control of subsidiaries 17 17
Payments for acquisition or increase in participating interest
in associates and joint ventures (JVs)
(35) (35)
Payments for acquisition of
shares, bonds and other securities
(2.924) (37) (63) (37)
Dividends collected 20.261
Issued loans (513) (30.295) (3.807)
Proceeds from issued loans 816 24.695 10.219
Net cash (outflows) /inflows from investing activities (97.536) (106.493) (9.430) 6.774
GROUP COMPANY
Note 01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
Cash flows from financing activities
Share capital return 13 (19.341) (34.141) (19.341) (34.141)
Acquisition of Treasury Shares 13 (19.478) (1.506) (19.478) (1.506)
Proceeds from changes in participating interests 204 19.152
Proceeds for long term loans 15 21.992 198.322 57.100 25.660
Payments for long term loans 15 (33.379) (149.372) (21.259) (8.898)
Proceeds from equity interests having a substance of
financial liability
529 464
Payments for equity interests having a substance of
financial liability
(29.429) (11.711)
Payments for lease liabilities (807) (726) (223) (232)
Net change in short term loans 15 93.711 59.679 25.000 12.000
Dividends paid 13 (19.185) (19.185)
Interest paid (21.898) (21.987) (7.037) (6.626)
Net cash (outflows) /inflows from financing activities (27.285) 39.226 14.729 (13.743)
Net increase/(decrease) in cash and cash equivalents 8.892 31.655 11.478 (4.438)
Effect of exchange rate changes on cash & cash equivalents (332) 287
Opening cash and cash equivalents 12 257.464 166.359 58.624 39.204
Closing cash and cash equivalents 12 266.024 198.301 70.102 34.766

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY OF THE GROUP (01/01‐30/06/2019)

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49
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93
11
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8
42
4.2
41

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY OF THE GROUP (01/01‐30/06/2020)

No
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64

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY OF THE COMPANY (01/01‐30/06/2019)

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2.7
59

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY OF THE COMPANY (01/01‐30/06/2020)

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73
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2.6
68

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

NOTES TO CONDENSED INTERIM SIX‐MONTH FINANCIAL STATEMENTS

1. GENERAL INFORMATION ABOUT THE GROUP

TERNA ENERGY S.A. Group of companies (hereinafter "the Group" or "TERNA ENERGY") is a Greek Group of companies operating in the sectors of renewable energy sources, construction, trading of electric energy and concessions. The key operations of the Group pertain to construction and exploitation of installations of renewable sources of wind and hydroelectric energy, 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, the companies, holding Class 6 certificate, undertake public works at an initial contracting price up to € 44 million or up to € 60 million through joint ventures and private or self‐financed independently budgeted ventures, either as main contractors or as sub‐contractors or through joint ventures.

TERNA ENERGY has succeeded the Technical Constructions Company (ETKA S.A.), 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 is listed on ATHEX.

The Group's operations are mainly performed in Greece, while the Group also has a strong presence in the Balkans, Eastern Europe and North America. 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.
  • Trade: trade in electric energy.
  • 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.

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

The parent company of TERNA ENERGY, which is also listed on Athens Stock Exchange, is GEK TERNA S.A., which on 30/06/2020 held 37,932% of the Company'sissued share capital and voting rights. The financial statements of TERNA ENERGY Group are consolidated in the financial statements of GEK TERNA S.A. under full consolidation method.

(Amounts in thousand Euro, unless otherwise stated)

The accompanying Condensed Consolidated and Separate Financial Statements for the six‐ month period ended as at June 30th, 2020, were approved by the Board of Directors on 02/09/2020.

2 BASIS FOR THE PREPARATION OF FINANCIAL STATEMENTS

2.1 Basis for the Presentation of financial statements

The Condensed Interim Separate and Consolidated Financial Statements as of June 30th, 2020, which cover the six‐month period from January 1st to June 30th 2020 have been prepared according to the International Financial Reporting Standards (IFRS), which were published by the International Accounting Standards Board (IASB) and according to their interpretations, which have been published by the International Financial Reporting Interpretations Committee (IFRIC) and have been adopted by the European Union until June 30th 2020. The Financial Statements for the six‐month period ended as at June 30th 2020 have been prepared in compliance with the provisions of the International Accounting Standard (IAS) 34 "Interim Financial Reporting". The Group applies all the International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and their Interpretations, which apply to the Group's operations. The relevant accounting policies, whose summary is presented below in Note 2.6, have been applied consistently in all the presented periods.

Going Concern

The Group's management estimates that the Company and its subsidiaries hold sufficient resources, which ensure their ability to operate as a going concern in the foreseeable future.

The health crisis caused by coronavirus pandemic (COVID‐19) has led the global economy to a period of uncertainty and instability, the consequences of which are difficult to assess based on the currently effective data,since the pandemic isstill ongoing. The economic impact will depend on the term and intensity of the recession as well as the prospects for recovery. The impact of COVID‐19 is not expected to be significant for TERNA ENERGY SA Group and the Company. The Management has estimated that there is no issue of material uncertainty regarding the Company's ability to continue as a going concern (analytical description is presented in Note 3.)

2.2 Basis of measurement

The accompanying Condensed Interim Consolidated and Separate Financial Statements as of June 30th, 2020, have been prepared according to the principle of historical cost, apart from investment property, financial derivatives, investments in equity instruments and variable consideration liability, measured at fair value.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

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

Comparative sizes recorded in the Financial Statements have not been readjusted.

2.5 Use of estimates

The preparation of the Financial Statements according to IFRS requires the use of estimates and judgments on the application of the Company's accounting policies. Judgments, assumptions and estimates of the Management affect the amount of valuation of several asset and liability items, the amount recognized during the period 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 aspects requiring the highest degree of judgment as well as the segments, where assumptions and estimates significantly affect the Condensed Interim Consolidated Financial Statements are presented in Note 3 to the Annual Consolidated and Separate Financial Statements for FY ended as at 31/12/2019.

Such changes are analysed as follows:

Global health crisis due to coronavirus pandemic (COVID‐19)

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 to which it is exposed (see analytically Note 3 to the accompanying Condensed Interim Financial Statements as of 30/06/2020). Based on the current events and circumstances regarding the COVID‐19 pandemic situation, such factors are analysed as follows:

  1. In the sector of electricity from RES, no interruption or other adverse impact on the operation of the Group's facilities in Greece occurred. In accordance with the accounting policies followed and the provisions of IAS 36, the Group conducts a relevant impairment test of the assets at the end of every annual reporting period. The aforementioned impairment test, in accordance with the provisions of IAS 36, may be conducted earlier, when there are indications of potential impairment loss. Based on the relevant work carried out on 30/06/2020, and focusing on both ‐ exogenous and endogenous factors ‐ there was no need to recognize impairment losses in the consolidated or separate financial statements of the first six‐month period of 2020.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

  1. Regarding the Group's revenues collections, the Group has not identified significant deviations in the course of collections to the extent they could constitute an indication of significant delays in the collections of the RES operating segment. In this context, no need has arisen to recognize any additional provisions for credit loss under the requirements of IFRS 9.

Contingent consideration from acquisition of companies

The contingent consideration of acquisitions not falling within the scope of IFRS 3 is measured in accordance with the accounting policy analysed in Note 2.6.1 below.

As a consequence of the acquisition of the company "RF Energy Omalies MAE" by the Company on 23/04/2020, on the date of acquisition, a liability of a contingent consideration of € 11,590 k was recognized, which ‐ discounted at present values ‐ amounted to € 9,887 k. Potentially arising future changes may lead to reviews of the valuation regarding the amount of the contingent consideration, whose maximum amount may stand at € 17,590 k. The basis for determining the contingent consideration is analytically presented in Notes 6.1 and 25 to the accompanying condensed financial statements for the six‐month period ended 30/06/2020. The contingent consideration is included in the item "Other long‐term Liabilities" of the consolidated and separate Statement of Financial Position as of 30/06/2020.

2.6 Key accounting policies

Condensed interim Financial Statements for the six‐month period ended as at 30/06/2020 comprise 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 31/12/2019, except for Note 2.6.1 and changesin Standards and Interpretations effective from 01/01/2020 (see Notes 2.6.2 and 2.6.3). Therefore, the attached condensed interim six‐month financial statements should be read in line with the last publicized annual Financial Statements as of 31/12/2019 that include a full analysis of the accounting policies and valuation methods used.

2.6.1 Accounting policy regarding recognition of entities not constituting "business" according to the definition provided in IFRS 3 ‐ Acquisition of assets.

Following the acquisition of "RF Energy Omalies S.A." not complying with the definition of "business" under IFRS 3, the Company has developed the following accounting policy to facilitate the accounting treatment of the transaction.

In accordance with IFRS 3 "Business Combinations", the Group determines whether a transaction or other event constitutes a business combination in accordance with the relevant definition of the Standard, i.e. whether the assets acquired and liabilities assumed constitute a "business".

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

In the event the acquired assets do not constitute a business, then the Group manages the transaction or other event as an acquisition of an asset. According to IFRS 3, the term "business" is defined as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants. The accounting treatment of a business combination (see accounting policy 4.21 "Business Combinations" of the annual financial statements for the year ended 31.12.2019) does not apply to the acquisition of an asset (or group of assets) which do not constitute a "business".

In this context, regarding acquisition of entities that do not meet the definition of a "business" in IFRS 3:

  • The acquirer shall identify and recognise the individual identifiable assets acquired (including those assets that meet the definition of, and recognition criteria for, intangible assets in IAS 38 Intangible Assets) and liabilities assumed. In accordance with IFRS 3.2 (b), the cost of the group shall be allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase.
  • Goodwill or gain on a bargain purchase are not recognised from the transaction. The cost of the acquired asset (or group of assets) is allocated to the individual identifiable assets and liabilities based on their relative fair values at the date of purchase.
  • In accordance with IAS 12.15, the recognition of deferred tax is not permitted upon initial recognition of an asset or a liability in a transaction that is not a business combination. In this context, deferred tax is not recognized upon acquisition of assets.
  • Costs associated with the acquisition of assets (e.g. fees of consultants, lawyers, accountants, appraisers and other professional and consulting fees) are recognized as an expense and are charged to profit or loss for the period in which they are incurred.
  • Potential contingent consideration arising from the Group is initially recognized at its fair value at the date of purchase. In the event of a business combination, changes in the fair value of the contingent consideration that qualify as an asset or liability are recognized in accordance with IFRS 9 in profit or loss. In cases of acquisition of assets (when the definition of "business" is not met in accordance with IFRS 3), changes in the fair value of the contingent consideration that qualify as an asset or liability are recognized through a corresponding change in the value of the recognized asset (e.g. IAS 38). The contingent consideration recognized in equity is not redefined and the subsequent settlement is accounted for within equity.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

2.6.2 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 01/01/2020.

Revision of the Conceptual Framework for Financial Reporting (effective for annual periods starting on or after 01/01/2020)

In March 2018, the IASB issued the revised Conceptual Framework for Financial Reporting (Conceptual Framework), the objective of which was to incorporate some important issues that were not covered, as well as update and clarify some guidance that was unclear or out of date. The revised Conceptual Framework includes a new chapter on measurement, which analysesthe concept on measurement, including factors to be considered when selecting a measurement basis, concepts on presentation and disclosure, and guidance on derecognition of assets and liabilities from financial statements. In addition, the revised Conceptual Framework includes improved definitions of an asset and a liability, guidance supporting these definitions, update of recognition criteria for assets and liabilities, as well as clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting. The amendments do not affect the consolidated and separate Financial Statements.

Amendments to References to the Conceptual Framework in IFRS Standards (effective for annual periods starting on or after 01/01/2020)

In March 2018, the IASB issued Amendments to References to the Conceptual Framework, following its revision. Some Standards include explicit references to previous versions of the Conceptual Framework. The objective of these amendments is to update those references so that they refer to the revised Conceptual Framework and to support transition to the revised Conceptual Framework. The amendments do not affect the consolidated and separate Financial Statements.

Amendments to IAS 1 and IAS 8: "Definition of Material" (effective for annual periods starting on or after 01/01/2020)

In October 2018, the IASB issued amendments to its definition of material to make it easier for companies to make materiality judgments. The definition of material helps companies decide whether information should be included in their financial statements. The updated definition amends IAS 1 and IAS 8. The amendments clarify the definition of material and how it should be applied by including in the definition guidance that until now has featured elsewhere in IFRS Standards. The amendments do not affect the consolidated and separate Financial Statements.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Amendments to IFRS 9, IAS 39 and IFRS 7: "Interest Rate Benchmark Reform" (effective for annual periods starting on or after 01/01/2020)

In September 2019, the IASB issued amendments to some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the Interest Rate Benchmark reform. The amendments are designed to support the provision of useful financial information by companies during the period of uncertainty arising from the phasing out of interest – rate benchmarks such as interbank offered rates (IBORs). It requires companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties. The amendments do not affect the consolidated and separate Financial Statements.

Amendments to IFRS 3: "Definition of a Business" (effective for annual periods starting on or after 01/01/2020)

In October 2018, the IASB issued narrow‐scope amendments to IFRS 3 to improve the definition of a business. The amendments will help companies determine whether an acquisition made is of a business or a group of assets. The amended definition emphasizes that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. In addition to amending the wording of the definition, the Board has provided supplementary guidance. The amendments do not affect the consolidated and separate Financial Statements.

2.6.3. New Standards, Interpretations, Revisions and Amendmentsto existing Standards that have not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has notstarted yet or they have not been adopted by the European Union.

Amendments to IAS 1 "Classification of Liabilities as Current or Non‐current" (effective for annual periods starting on or after 01/01/2022)

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. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Amendments to IFRS 16 "Leases" Covid‐19 – Related Rent Concessions (effective for annual periods starting on or after 01/06/2020)

In May 2020, the IASB issued amendments to IFRS 16 that provide lessees with an exemption from assessing whether a Covid‐19‐related rent concession is a lease modification. More specifically, the amendments clarify that if certain conditions are met, lessees are not required to assess whether particular Covid‐19‐related rent concessions are lease modifications. Instead, lessees that apply the practical expedient, would account for those rent concessions as if they were not lease modifications. It applies to Covid‐19‐related rent concessions that reduce lease payments due on or before June 30, 2021. The above amendments are not applicable to the Group.

Amendments to IFRS 3 "Business Combinations", IAS 16 "Property, Plant and Equipment", IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" and "Annual Improvements 2018‐ 2020" (effective for annual periods starting on or after 01/01/2022)

In May 2020, the IASB issued a package of amendments which includes narrow‐scope amendmentsto three Standards as well asthe Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards. More specifically:

Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.

Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss.

Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss‐making.

Annual Improvements 2018‐2020 make minor amendments to IFRS 1 First‐time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.

The Group will examine the impact of the above on its Financial Statements, though they are not expected to have any. The above have not been adopted by the European Union.

3. RISK MANAGEMENT

The Group's business operations 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.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The interim condensed financial information does not include all the financial risk management information and disclosures required to be included in the annual financial statements as of December 31, 2019 and should, therefore, be read in conjunction with the latter. There has been no change in risk management policies versus December 31, 2019.

Special reference to the effects of COVID‐2019

The following information isto be noted specifically regarding the coronavirus pandemic (COVID‐ 19):

At the end of December 2019, the new coronavirus strain SARS‐CoV‐2, which causes coronavirus disease (COVID‐19), appeared in China. During the following months, coronavirus disease (COVID‐19) spread rapidly worldwide and on March 11, 2020, the World Health Organization declared the coronavirus outbreak (COVID‐19) a pandemic, and to date there are no effective treatments for the disease and neither the vaccine to prevent transmission of the virus. The competent authorities, in Greece and in other countries, worldwide, have taken a series of emergency measures to prevent and limit the spread of coronavirus (COVID‐19). The pandemic is ongoing, both in Greece and worldwide, and therefore, its effects cannot yet be assessed and quantified. The term and severity of the effects are expected to be determined by the following factors: (i) whether the virus has a seasonal periodicity, (ii) the length of time it will take to develop effective methods of treating the disease (vaccine and/or treatment), (iii) the effectiveness of countries' fiscal and other measures as well as the decisions of bank supervisors to facilitate banking institutions in providing liquidity and support to businesses and households.

TERNA ENERGY Group holds a leading position in the sector of renewable energy sources. The Management's position is that the Group operates in the segments that are more defensive during the phases of the business cycle, which investors recognize as "safe haven" that provide stable recurring cash flows even in times of turmoil and uncertainty, such as the existing one. Furthermore, the Group has already proven during the Greek financial crisis (i.e. the most difficult and longest financial crisis in Europe), its ability to grow and strengthen its market position. The public policy measures that have been taken and/or will be taken by the Greek government in order to limit the spread of COVID‐19, are not expected to lead to disruption of the Group's operations. Furthermore, the Group has already proven during the Greek financial crisis (i.e. the most difficult and longest financial crisis in Europe), its ability to grow and strengthen its market position. The public policy measures that have been taken and/or will be taken by the Greek government in order to limit the spread of COVID‐19, are not expected to lead to disruption of the Group's operations.

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 to which it is exposed. Based on the current events and circumstances regarding the COVID‐19 pandemic situation, such factors are analysed as follows:

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

  • In the sector of electricity from RES, no interruption or other adverse impact on the operation of the Group's facilities in Greece occurred. Although DAPEEP has significantly improved the frequency of payments in the first half of 2020, due to the expected impact on the national economy, there may be an increase in the deficit of the Special RES and SITHYA Account for the year 2020, and, possibly, for years to come in the near future. Such potential development could adversely affect the implementation of the Group's investment plan in Greece and jeopardize, inter alia, the terms of financing its operations, as well astransactions with suppliers of imported equipment. The aforementioned contingencies, if verified, are likely to temporarily affect the profitability of the Group's domestic operations. This risk is of general nature, is effective regarding all RES producers and does not exclusively affect TERNA ENERGY. Asfar as RES facilities under construction are concerned, to date no delays have been caused due to the coronavirus pandemic (COVID‐19) and the estimated time of completion and setting the projectsin operation has not changed. Although the above effects are expected to be only temporary, there is uncertainty as to their extent and duration. Therefore, presently, their financial impact on the Group cannot be estimated.
    • Regarding collecting the Group'srevenues, no delays were identified within the first half of 2020. The Management states the following: 1) any delay in collecting the Group's revenues from DAPEEP does not currently seem to exceed the production value of six months, as was the issue in the past. Within the next year, a delay in collecting for six months will generate, albeit temporarily, a cash issue of special attention of approximately 80 million Euro. The cash liquidity of the Group (311 million Euro ‐ cash and cash equivalent 266 million Euro and restricted deposits of 45 million Euro on 30/06/2020) allowsthe Management to addressthe potential cash problem with relative ease, without interrupting the pace of implementing its investment plan. Should the delay exceed 6‐8 months of production, the Management will redesign its investment plan, business and cash schedule in order to meet the increased cash needs and reduce the adverse consequences to the minimum possible. Controlled deceleration and/or, where appropriate, cancellation of planned investments will prove inevitable if the delay in recovery exceeds the reasonable limits and market operating practices. However, even then, the Group, due to itssize, capacity, experience and determined strategy, is ready to fight to maintain its leading position in the RES market and retain its superiority in the competition.

Although estimates regarding the impact of the pandemic on the global and Greek economy vary, the Management estimates that the Group's operations, financial performance, cash flows and financial position will not be significantly affected. In any case, the Management ensures maintaining uninterrupted operation both in the Greek territory and in other countries, where the Group operates, applying procedures for ongoing identification and evaluation of all risks that may arise in the near future. In direct, ongoing and systematic collaboration with the Risk Managers and the executives of the Group, the Management plans and implements measures to address any identified risk in order to limit its adverse effects to the minimum possible. The organizational efficiency of the Group and the ongoing care taken by the Management to use its executives per project and specific issue, depending on the required ability and experience, have created a proven capable, flexible and effective mechanism for dealing with any possible crisis in any company of the Group should it appear.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Based on this key principle, the Management immediately reacted and set in motion the above mechanism in order to address the epidemic crisis with prudence, composure and strategic perspective.

Regarding its financial position, despite the current financial crisis, at the reporting date of the six‐month condensed Consolidated Financial Statements, the Group maintains satisfactory capital adequacy, profitability and liquidity and remains fully consistent with its liabilities to suppliers, public, insurance organizations, creditors, etc. Moreover, it implements its ambitious investment plan generating conditions for further development of its operations in Greece and abroad. Furthermore, the Management considersthat in 2021, the credit risk islimited regarding the receivables of the energy segment both ‐ for the Parent Company TERNA ENERGY S.A. and the other Greek companies of the Group.

4. GROUP STRUCTURE

The following changes in the Group structure took place in the first six‐month period of 2020 versus 31/12/2019:

  • ‐ The parent company acquired 100% of shares of RF ENERGY OMALIES S.A., subsequently renamed TERNA ENERGY OMALIES MAE, versus a total consideration (cash and variable) of € 35,715 k (see Note 6.1). At the same time, the parent company received from the share capital returns ofsubsidiaries an amount of € 23,600 k, analysed asfollows: (AIOLIKI MARMARIOU EVIAS S.A. amount of € 10,900 k, ENERGIAKI DYSTION EVIAS S.A. amount of € 6,200 k, ENERGIAKI STYRON EVIAS S.A. amount of € 3,500 K, AIOLIKI EASTERN GREECE S.A. amount of € 3,000 k). Finally, the parent company participated in share capital increases of subsidiaries amounting to 3,600 k.
  • ‐ The liquidation of the company GEOTHERMIKI ENERGIAKI DEVELOPMENT S.A. was completed and the company TERNA ENERGY UK PLC was deleted from the commercial registry of its country of domain.
  • ‐ The amounts of the comparative consolidated Income Statement for the six‐month period ended on 30/06/2019 do not include the results from Bearkat wind farm operations, which was acquired on 05/09/2019 through the 100% subsidiary of TERNA DEN LLC Group (see Note 6.2).

The following paragraphs analyse the consolidated companies of TERNA ENERGY as at 30/06/2020, their domiciles, business activity, the Company's participating interest in their share capital, method of consolidation and fiscal years non‐inspected by tax authorities.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

4.1 Company Structure

ENTITY DOMICILE DIRECT
PARTICIP. %
INDIRECT
PARTICIP.%
TOTAL
PARTICIP. %
CONSOLIDATION
METHOD
INDIRECT PARTICIPATION
SUBSIDIARY
TAX NON‐
INSPECTED
YEARS
CONSTRUCTION & CONSESSION SEGMENT – JOINT
VENTURES
J/V GEK TERNA – TERNA ENERGY (INSTALLATION &
OPERATION ATS)
Greece 50,00 0,00 50,00 Proportional
consolidation
- 2015‐2019
4.2 Group Structure
ENTITY DOMICILE DIRECT
PARTICIP. %
INDIRECT
PARTICIP.%
TOTAL
PARTICIP.%
CONSOLIDATION
METHOD
INDIRECT PARTICIPATION
SUBSIDIARY
TAX NON‐
INSPECTED
HOLDING & FINANCING‐ SUBSIDIARIES
TERNA ENERGY M.A.E FINANCING Greece 100,00 0,00 100,00 Full Consolidation 2016‐2019
TERNA ENERGY OVERSEAS LTD Cyprus 100,00 0,00 100,00 Full Consolidation 2013‐2019
TERNA ENERGY USA HOLDING CORPORATION U.S.A. 0,00 100,00 100,00 Full Consolidation TERNA ENERGY
TRANSATLANTIC sp.z.o.o.
2011‐2019
TERNA ENERGY TRANSATLANTIC sp.z.o.o. Poland 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2015‐2019
TERNA ENERGY TRADING LTD Cyprus 0,00 51,00 51,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2015‐2019
GALLETTE LTD Cyprus 0,00 100,00 100,00 Full Consolidation ENERGIAKI SERVOUNIOU
SA
2013‐2019
RES ENERGY SEGMENT ‐ SUBSIDIARIES
AIOLIKI PANORAMATOS DERVENOCHORION S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
PPC RENEWABLES ‐ TERNA ENERGY SA Greece 51,00 0,00 51,00 Full Consolidation 2014‐2019
ENERGIAKI SERVOUNIOU SA Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
IWECO HONOS LASITHIOU CRETE SA. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
TERNA ENERGY EVROU SA Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
AIOLIKI RACHOULAS DERVENOCHORION S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
ENERGIAKI DERVENOCHORION S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
TERNA
ENERGY
SA
&
CO
AIOLIKI
ROKANI
DERVENOCHORION G.P.
Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
AIOLIKI MARMARIOY EVIAS S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
TERNA ENERGY SA & CO ENERGIAKI PETRION EVIAS
G.P.
Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
ENERGIAKI DYSTION EVIAS S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
AIOLIKI KARISTIAS S.A. Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
ΤERNA ENERGY AVETE & SIA ENERGY KAFIREOS
EVIAS G.P.
Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
ENERGIAKI STYRON EVIAS S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
ENERGIAKI NEAPOLEOS LAKONIAS S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019

Condensed Interim Financial Statements as of June 30th 2020

AIOLIKI MALEAS LAKONIAS. S.A Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
TERNA ENERGY SA & CO ENERGEIAKI VELANIDION
LAKONIAS G.P.
Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
AEOLIKI EAST GREECE S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
AEOLIKI PASTRA ATTICA S.A. Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
ENERGIAKI PELOPONNESE S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
ΤERNA ENERGIAKI AVETE & SIA AIOLIKI PROVATA
TRAINOYPOLEOS
Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
AIOLIKI DERVENI TRAINOYPOLEOS S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
ENERGIAKI FERRON EVROU S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
TERNA ENERGIAKI AVETE & SIA ENERGIAKI ARI
SAPPON G.P
Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
TERNA ENERGIAKI AVETE & SIA AIOLIKI POLIKASTROY
G.P
Greece 99,00 1,00 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
ENERGIAKI XIROVOUNIOY S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
AIOLIKI ILIOKASTROU S.A. Greece 0,00 100,00 100,00 Full Consolidation TERNA ENERGY EVROU
S.A.
2014‐2019
EUROWIND S.A. Greece 0,00 100,00 100,00 Full Consolidation ENERGIAKI
SERVOVOUNIOY S.A
2014‐2019
DELTA AXIOU ENERGEIAKI S.A. Greece 80,00 0,00 80,00 Full Consolidation 2014‐2019
TERNA ENERGY ΑVΕΤΕ VECTOR
WIND PARKS
GREECE‐WIND PARK TROYLOS G.P.
Greece 90,00 0,00 90,00 Full Consolidation 2014‐2019
TERNA ENERGY THALASSIA WIND PARKS S.A. Greece 77,00 0,00 77,00 Full Consolidation 2014‐2019
TERNA ENERGY WIND PARKS XIROKAMPOS AKRATAS
S.A.
Greece 77,00 0,00 77,00 Full Consolidation 2014‐2019
VATHYCHORI PERIVALLONTIKI S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
VATHYCHORI ENA PHOTOVOLTAIC S.A. Greece 0,00 100,00 100,00 Full Consolidation VATHYCHORI
PERIVALLONTIKI S.A.
2014‐2019
ALISTRATI ENERGEIAKI LTD Greece 80,00 0,00 80,00 Full Consolidation 2014‐2019
MALESINA ENERGEIAKI LTD Greece 80,00 0,00 80,00 Full Consolidation 2014‐2019
ORHOMENOS ENERGEIAKI LTD Greece 80,00 0,00 80,00 Full Consolidation 2014‐2019
DIRFYS ENERGEIAKI S.A. Greece 51,00 0,00 51,00 Full Consolidation 2014‐2019
CHRYSOUPOLI ENERGEIAKI LTD Greece 80,00 0,00 80,00 Full Consolidation 2014‐2019
TERNA ENERGY AI‐GIORGIS S.A. Greece 99,40 0,60 100,00 Full Consolidation IWECO CHONOS
LASITHIOU S.A.
2014‐2019
TERNA AIOLIKI XEROVOUNIOU S.A. Greece 0,00 100,00 100,00 Full Consolidation AIOLIKI PANORAMATOS
DERVENOXORION S.A.
2014‐2019
TERNA AIOLIKI AITOLOAKARNANIAS S.A. Greece 0,00 100,00 100,00 Full Consolidation AIOLIKI MALEAS LAKONIAS
S.A.
2014‐2019
TERNA AIOLIKI AMARYNTHOU S.A. Greece 0,00 100,00 100,00 Full Consolidation ENERGIAKI
SERVOVOYNIOU S.A
2014‐2019
TERNA ILIAKI PANORAMATOS S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
TERNA ILIAKI PELOPONNESE S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
TERNA ILIAKI VIOTIAS S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
AIOLIKI CENTRAL GREECE S.A. Greece 100,00 0,00 100,00 Full Consolidation 2014‐2019
VATHYCHORI DYO ENERGIAKI S.A. Greece 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
VALE PLUS LTD Cyprus 100,00 0,00 100,00 Full Consolidation 2014‐2019

Condensed Interim Financial Statements as of June 30th 2020

HAOS INVEST 1 EAD Bulgaria 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
ECO ENERGY DOBRICH 2 EOOD Bulgaria 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
ECO ENERGY DOBRICH 3 EOOD Bulgaria 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
ECO ENERGY DOBRICH 4 EOOD Bulgaria 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
EOLOS NORTH sp.z.o.o. Poland 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
EOLOS NOWOGRODZEC sp.z.o.o. Poland 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
EOLOS POLSKA sp.z.o.o. Poland 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
EOLOS EAST sp.z.o.o. Poland 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2014‐2019
JP GREEN sp.z.o.o. Poland 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2015‐2019
WIRON sp.z.o.o. Poland 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2015‐2019
BALLADYNA sp.z.o.o. Poland 0,00 100,00 100,00 Full Consolidation TERNA ENERGY OVERSEAS
LTD
2015‐2019
AEGIS RENEWABLES, LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
MOUNTAIN AIR ALTERNATIVES LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
MOUNTAIN AIR WIND, LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
MOUNTAIN AIR PROJECTS LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
MOUNTAIN AIR RESOURCES LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
COLD SPRINGS WINDFARM LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
DESERT MEADOW WINDFARM LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
HAMMETTHILL WINDFARM LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
MAINLINE WINDFARM LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
RYEGRASS WINDFARM, LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
TWO PONDS WINDFARM, LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
MOUNTAIN AIR INVESTMENTS LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
MOUNTAIN AIR HOLDINGS LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2011‐2019
MOHAVE VALLEY ENERGY LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2016‐2019
TERNA RENEWABLE ENERGY PROJECTS LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2016‐2019
TERNA DEN LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2016‐2019
FLUVANNA INVESTMENTS LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2016‐2019

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

FLUVANNA HOLDINGS LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2016‐2019
FLUVANNA WIND ENERGY LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2015‐2019
FLUVANNA I INVESTOR, INC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2018‐2019
FLUVANNA I HOLDING COMPANY, LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2018‐2019
FLUVANNA WIND ENERGY 2, LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2018‐2019
FLUVANNA HOLDINGS 2, LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2018‐2019
FLUVANNA INVESTMENTS 2, LLC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2018‐2019
CI‐II BEARKAT QFPF, LLC**** U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2019
CI‐II BEARKAT HOLDING B, LLC**** U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2019
SPONSOR BEARKAT I HOLDCO, LLC**** U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2019
BEARKAT I TE PARTNERSHIP, LLC**** U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2019
BEARKAT WIND ENERGY I, LLC**** U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2019
TERNA HOLDCO INC U.S.A 0,00 100,00 100,00 Full Consolidation TERNA ENERGY USA
HOLDING CORPORATION
2016‐2019
ENERGY
PRODUCTION
FROM
RES
OPERATING
SEGMENT – JOINT VENTURES
ΕΝ.ΕΡ.ΜΕΛ. S.A. Greece 50,00 0,00 50,00 Total equity 2014‐2019
OPTIMUS ENERGY S.A. Greece 51,00 0,00 51,00 Total equity 2017‐2019
RES ENERGY SEGMENT ‐ ASSOCIATES
CYCLADES ENERGY CENTER S.A. Greece 0,00 45,00 45,00 IWECO CHONOS
HARMONY ENERGY COMMUNITY Greece 12,50 0,00 12,50 Total equity LASITHIOU S.A.
2014‐2019
AMALTHIA ENERGY COMMUNITY Greece 0,00 16,67 16,67 Total equity IWECO CHONOS
LASITHIOU S.A.
2019
ELECTRIC
ENERGY
TRADING
SEGMENT

SUBSIDIARIES
Total equity 2019
TERNA ENERGY TRADING EOOD Bulgaria 0,00 51,00 51,00 Full Consolidation TERNA ENERGY TRADING
LTD
2014‐2019
TETRA DOOEL SKOPJE FYROM 0,00 51,00 51,00 Full Consolidation TERNA ENERGY TRADING
LTD
2015‐2019
TERNA ENERGY TRADING D.O.O Serbia 0,00 51,00 51,00 Full Consolidation TERNA ENERGY TRADING
LTD
2015‐2019

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

CONCESSIONS SEGMENT ‐ SUBSIDIARIES

AEIFORIKI EPIRUS MAEES 100,00 0,00 100,00 2017‐2019
Greece Full Consolidation TERNA ENERGY AVETE
Greece
PERIVALLONTIKI PELOPONNESE S.A.
100,00 0,00 100,00 Full Consolidation TERNA ENERGY AVETE 2015‐2019
Greece
HELLAS SMARTICKET S.A.
35,00 0,00 35,00 Full Consolidation TERNA ENERGY AVETE 2014‐2019

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" definesthe function of the Group, which isto 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 business segments in order to make the necessary decisions, allocate the available resources and evaluate their performance.

For management reporting purposes, the group is organized in the following operating segments:

    1. Constructions: The segment refers to development of wind farms and other units for electricity production from renewable energy sources, and also to the construction of the necessary infrastructure (road works, substations, interconnection with the national electric energy grid). Furthermore, the construction segment of the Group offers services to third parties mainly in smallscale infrastructure projects underthe capacity ofthe main contractor or subcontractor, or through joint ventures.
    1. Electricity from RES: The segment mainly concerns production of electricity through wind energy. The portfolio also includes a number of photovoltaic projects, hydroelectric projects, and related energy projects with the use of biomass in various development stages.

Condensed Interim Financial Statements as of June 30th 2020

    1. Trade in electric energy: The segment refers to trade in electric energy and includes as follows: Supply and sale of electric energy from and to the neighbouring markets and the markets of South‐eastern Europe/Development of the network of subsidiaries in the Balkans with the objective to accessthe respective markets of electric energy/Participation in tenders for the purchase of rights for cross‐border electric energy transmission. The acquisition of such rights is a requirement for the transmission of electric energy among the neighbouring countries/Continuing operations and analysis of options offered in the international markets of electric energy (on a daily, monthly and annual basis).
      1. Concessions: The segments concerns construction and operation of infrastructure and other public sector projects (such as Unified Automatic Collection System, the municipal waste treatment facility in Epirus Region and the municipal waste treatment facility in the Peloponnese Region) in exchange for long‐term operation of the above projects through provision of services to the public.

Condensed Interim Financial Statements as of June 30th 2020

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Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Eastern
Geographical segments Greece Europe USA Consolidated Total
30 June 2020
Turnover from external customers 91.879 24.866 49.757 166.502
Non‐current assets 807.928 125.120 790.902 1.723.950
Capital expenditure 55.792 2.946 58.738
30 June 2019
Turnover from external customers 90.158 27.215 24.227 141.600
31 December 2019
Non‐current assets 731.727 133.067 817.616 1.682.410
Capital expenditure 82.884 64 122.065 205.013

The turnover in the energy segment, due to its nature, depends on the legislative framework which is locally in effect with regard to the energy administrators, in both ‐ the domestic market and in Bulgaria, Poland and America.

In the period 01/01/2020‐30/06/2020, an amount of € 73.1 million (43.9%) [01/01/2019‐ 30/06/2019: € 81.8 million (57.8%)] of the Group's turnover has arisen from an external customer (Customer Α) from electric energy segment.

6. BUSINESS ACQUISITIONS

6.1 TERNA ENERGY acquires the company RF ENERGY OMALIES S.A."

In February 2020, the company TERNA ENERGY S.A. signed a non‐binding, for itself, preliminary agreement with the company RF ENERGY SA regarding the future sale and transfer of the shares of the subsidiary of the latter "RF Energy Omalies MAE", to the former. On 23.04.2020, TERNA ENERGY S.A. signed the Contract of Sale and Transfer of Shares on acquiring 100% of the share capital of "RF Energy Omalies MAE". On 23.04.2020, TERNA ENERGY S.A. proceeded to the signing of a Contract for the Sale and Transfer of Shares, with the objective of acquiring 100% of the share capital of "RF Energy Omalies MAE". The acquired company owns a cluster consisting of 11 wind farms with a total capacity of 213 MW in Evia, i.e. W/F OMALIES 30MW, W/F OMALIES II 15MW, W/F KORAKOVRACHOS 21MW, W/F KORAKOVRACHOS II 6MW, W/F KALAMAKI 12MW, W/F KALAMAKI II 18MW, W/F MILZA 18MW, W/F MOLIZEZA I 18MW, W/F DEXAMENES II 15MW, W/F PRARO 36MW and W/F MEGALI PETRA 24MW (hereinafter referred to as "the Project") with a final date of connection to the National network and electrifying asthat of 31/12/2021, in order to receive feed in premium sale price of electricity. It is to be noted that pursuant to paragraph 5 of article 4 of Law 4414/2016, as amended by the first subparagraph of paragraph 2 of article 124, of Law 4685/2020 (Government Gazette 92A, 07.05.2020), the date of 30.12.2022 was set as the final electrification date for the maintenance of feed in premium electricity sales price.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The objective of the aforementioned acquisition constitutes subsequent implementation of new investments of the Group in energy production from renewable sources. The review of the provisions of IFRS 3 has demonstrated that the assets acquired and liabilities assumed of the aforementioned company do not constitute a "business" as provided for in IFRS 3 and, therefore, do not fall within the scope of this Standard, but the specific transactions were accounted for as acquisition of assets.

The total purchase consideration of the above company was agreed as a cash payment of € 25,828 k (corresponding to up to 183MW of the Project as well as to the cash of the acquired company at the date of purchase), the amount which had been paid in full until date of purchase. Furthermore, it was agreed that the consideration should be adjusted, according to the decisions of the Company's Management, to choose, at any time until 30/06/2021, to construct additional capacity of the Project, according to the existing licensing possibilities, or to use any licensed capacity in another project owned by the Group, which can potentially reach, depending on the decisions of the Company's Management, the amount of € 17,590 k. At the date of purchase, and based on the probability ‐ weighted payout approach, the fair value of the consideration was determined at € 11,590 k and was measured at its present value, i.e. at the amount of € 9,887 k, using an appropriate discount rate of 6.14%.

The fair value of the liability for the contingent consideration will be measured at every reporting date and until the date of final measurement and repayment, i.e. until 31/12/2022.

Analysis of outflows as at the date of obtaining control: Amounts in
thousand €
Cash settled consideration including cash from acquired RF Energy Omalies
ΜΑΕ
25.828
Plus: Contingent consideration liability (discounted) 9.887
Total consideration from acquisition 35.715
Less: Variable consideration settled on 31/12/2022
Less: Cash and cash equivalent acquired
(9.887)
(788)
Total cash outflows as at date of obtaining control 25.040

The accounting policy regarding the transaction recognition is described in Note 2.6.1 to the accompanying Interim Condensed Six‐month Consolidated and Separate Financial Statements as of 30/06/2020. The cost of the acquisition was allocated to the individual identifiable assets and liabilities based on their relative fair values at the date of purchase, while no goodwill arises on such a transaction.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Fair values as at the date
of obtaining control
Assets
Intangible assets 30.611
Tangible assets & assets under construction 3.915
Rights of use assets 582
Deferred tax assets 282
Prepayments and other receivables 153
Cash and cash equivalent 788
Total Assets 36.331
Liabilities
Liabilities from leases 582
Suppliers 7
Accrued and other current liabilities 27
Total liabilities 616
Net acquired assets 35.715

From this acquisition, the Group recognized intangible assets (wind farm licenses), amounting to € 30,611 k. These intangible assets will start to be amortized on the date of completion of the construction of the respective farm and the date of electrification of the wind farms, with a useful life of 25 years. In the interim reporting periods, intangible assets are tested for potential impairment, in accordance with the relevant provisions of IAS 36 "Impairment of Assets". In the consolidated Income Statement of the six‐month period ended on 30/06/2020, there was no substantial effect from the consolidation of the above company, i.e. including the results from its operations, losses of € 15.5 k until the end of the six‐month period.

6.2 Finalization of the Purchase Price Allocation in 2019 of "Bearkat Ι" wind farm through ΤΕRΝΑ DEN LLC (subsidiary of TERNA ENERGY USA HOLDING CORPORATION)

On 05.09.2019, the Group, through its 100% subsidiary, TERNA DEN LLC (a subsidiary of TERNA ENERGY USA HOLDING CORPORATION) acquired 100% of Class B membership interests of the company BEARKAT I TE PARTNERSHIP LLC. The aforementioned company owns 100% of BEARKAT WIND I LLC, which owns and operates "Bearkat I" wind farm of 196.65 MW in Texas (Glasscock County), USA. The aforementioned transaction was carried out against the total consideration of € 119,694 k (\$ 132,357 k) which was settled in cash by € 58,780 k (\$ 65,000 k) and by € 60,913 k (\$ 67,357 k) through a long‐term loan of € 57,296 k and a short‐term loan of € 3,617 k from the seller Bank.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The completion of the procedure of Purchase Price Allocation in accordance with IFRS 3 "Business Combinations" was finalized within the first half of 2020 and the final fair values of the assets acquired and liabilities assumed in September 2019 are as follows:

Fair values as at the date
of obtaining control
Assets
Tangible fixed assets 210.987
Receivables from derivatives 7.470
Trade receivables 2.682
Prepayments and other receivables 3.255
Cash and cash equivalents 5.204
Total Assets 229.598
Liabilities
Equity interests having a substance of financial liability 113.685
Other provisions 1.370
Deferred tax liabilities 3.050
Short‐term loans 6.613
Suppliers 1.819
Accrued and other short‐term liabilities 1.335
Income tax payable 571
Total liabilities 128.443
Net acquired assets 101.155
Transaction Consideration 119.693
Less: Benefit from interest rate reduction (18.538)
Less: Value of net assets at the acquisition date (101.155)
Analysis of outflows as at the date of obtaining control:
Cash settled consideration 58.781
Consideration settled in bank borrowings 60.913
Total consideration from acquisition 119.694
Less: Consideration settled in bank borrowings (60.913)
Less: Cash and cash equivalent acquired (5.204)
Total cash outflows as at date of obtaining control 53.577

The table, presented above, records the final fair values of the assets acquired and liabilities assumed at the date of obtaining control, i.e. on 05/09/2019. The fair values of tangible fixed assets amounting to € 210,987 k (\$ 233,310 k) have been based on a report of an independent appraiser.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The item "Equity instruments having a substance of financial liability" was determined using a valuation technique based on the wind farm financing model, which projects future cash flows before taxes, production tax credits and applying as discount rate the return rate of IRR investment, agreed upon with the Tax Equity Investor.

Furthermore, in the process of finalizing the purchase consideration, an amount of € 18,538 k (\$ 20,499 k) was recognized, which relates to the benefit arising from a decrease in interest rates of the Group's existing loans by the seller Bank (for Fluvanna I and Gopher Greek), and which was agreed upon in the context of the transaction. In particular, based on the new reduced interest rates and in accordance with the requirements of IFRS 9, the Group derecognized a previousloan of € 125,550 k (\$ 138,833 k) and recognized a new loan of € 107,012 k (\$ 118,333 k).

The loans were recognized at their fair value, which was provisionally assessed by the Management discounting the new cash flows at the discount rate of the loans (9%). The difference between the nominal amount of the loans and their fair value totalled € 18,538 k. According to the provisions of IFRS 9, this amount is recognized as profit or loss. However, and since this benefit arose in the context of the acquisition transaction, in the procedure of allocating the purchase price, it was considered that the aforementioned amount constitutes an element of the transaction consideration and was recognized as a deduction to it under its accounting treatment.

In the context of all the above calculations and as presented in the above table, the Group has not recognized goodwill from the above acquisition in the consolidated financial statements. Based on the final valuation report, Tangible Assets and Borrowing (due to a change in benefit from the aforementioned decrease in interest rate) were reduced and equally increased by € 522 k (\$ 622 k), compared to the preliminary valuation.

The contribution to the Group's turnover and Profits for the period 01/01 ‐ 30/06/2020 amounts to € 13,270 k and to profit of € 369 k respectively.

7. INTANGIBLE ASSETS

Changes in the Group and the Company intangible assets are briefly presented below as follows:

GROUP COMPANY
2020 2019 2020 2019
Net book value 1 January 25.344 23.483 2.110 1.967
Additions 379 1.834 91 20
Amortization (745) (339) (159) (89)
Change due to acquisition (Note 6.1) 30.611
Foreign exchange differences (24) 56
Net book value 30 June 55.565 25.034 2.042 1.898

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The Group's intangible assets mainly include intangible assets of net value € 55,102 k (31.12.2019: € 24,904 k) related to paid wind farm installation rights. Additions performed within the current year, concern the acquisition of wind farm licenses due to the acquisition of RF ENERGY OMALIES S.A. (analytical information is presented in Note 6.1)

8. PROPERTY, PLANT AND EQUIPMENT

Changes in the Group and the Company property, plant and equipment are briefly presented below as follows:

GROUP COMPANY
2020 2019 2020 2019
Net book value 1 January 1.543.307 1.189.516 80.387 85.830
Additions 56.606 107.407 412 218
Cost of borrowing 1.385 3.301
Provisions for restoration 369
Impairments/Write offs (20) (220)
Depreciation (36.793) (29.055) (2.998) (2.979)
Change due to acquisition (Note 6.1) 3.353
Foreign exchange differences (7.391) 5.062
Net book value 30 June 1.560.816 1.276.011 77.801 83.069

In the first six‐month period of 2020, the additions regarding the Group mainly pertain to the category "Technological and mechanical equipment", totalling € 38,893 k, of which an amount of € 11,160 k refers to the supply of the Wind Turbines of the W/F GALOSI in the Municipality of Karystos, the amount of € 10,620 k refers to the supply of wind turbines of the W/F KARABYLA in the Municipality of Karystos by the subsidiary "AIOLIKI MARMARIOU EVIAS MAE" and the amount of € 11,343 k refers to the supply of wind turbines of W/F AGRIACHLADIA of the Municipality of Kymi‐Aliveri by the subsidiary company "ENERGIAKI DYSTION EVIAS MAE".

The amount of € 1,560,816 k in the Group's account of property, plant and equipment's as at 30/06/2020 mainly pertains to: (a) "Fixed assets under construction" standing at € 71,730 k for the Group and € 10,355 k for the Company, and (b) "Technological and mechanical equipment" standing € 1,399,855 k regarding the Group and at € 61,458 k regarding the Company, which includes Wind Farm generators that have been collateralized at credit institutions as security for long‐term loans.

In order to cover financing needs regarding new projects, the Company and the Group issue notional collateral on their current assets as well as liens (usually in the form of mortgages) on their non‐current assets as guarantees to the creditors.

9. OTHER LONG‐TERM RECEIVABLES

The account Other Long‐term Receivables as at 30/06/2020 and 31/12/2019 is analysed as follows:

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

GROUP COMPANY
30.6.2020 31.12.2019 30.6.2020 31.12.2019
Loans to parent, subsidiaries & other
related companies 670 660 93.814 86.701
Guarantees granted 1.571 1.478 1.242 1.268
Withholdings of invoiced receivables 1.973 1.973 1.973 1.973
Other long‐term financial receivables 30.595 29.809 811 811
Impairment of other long‐term receivable (810) (803) (818) (811)
Total 33.999 33.117 97.022 89.942

The Company participates in bond loan issues of subsidiaries. The loans will be repaid either through bank loans or through premature repayments at their maturity date and carry an interest rate within the range of 3.25% ‐ 4%. In the first half of 2020, the Group subsidiaries received from the Parent loans totalling € 30,295 k and repaid loans totalling € 23,695 k.

Τhe remaining amount of other long‐term receivables mainly includes accrued income from energy sale contracts, containing lease elements.

10. FINANCIAL ASSETS – CONCESSIONS

The Group constructs and operates three concession contracts:

Α. Unified Automatic Fare Collection System: On 29/12/2014, a public and private partnership agreement (PPP) for the study, financing, installation, maintenance and technical management of a Unified Automatic Fare Collection System was signed between the OASA (Athens Transport) Group and the subsidiary Company "HST SA" for the companies of the OASA Group. The total duration of the contract is 12 years and 6 months. The construction and installation was completed in 2017, and during the first half of 2017, the operation started, which is expected to last 10 years and 4 months.

Β. Urban Waste Treatment Plant of the Region of Epirus: On 21/07/2017 a public and private partnership agreement (PPP) was signed between the EPIRUS REGION and the subsidiary company "AEIFORIKI EPIRUS MONOPROSOPI SPECIAL PURPOSE SOCIETE ANONYME", for the implementation of the project for the urban waste treatment plant of the Region of Epirus. The contract is executed in two periods, the period of project and the service period and is of a duration of 27 years. The construction of the project was completed in the 1st quarter of 2019 when the start of the service period was performed.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

In particular, on 27/03/2019, the project "Municipal Solid Waste Treatment Plant of Epirus Region" (hereinafter ΜΕΑ Epirus) commenced commercial operation. The project was implemented by Epirus Region and "Aeiforiki of Epirus" (a 100% subsidiary of TERNA ENERGY company), with the contribution of the Public & Private Partnerships (PPP) Special Secretariat. With Waste Treatment Plant of Epirus, an important part of the Regional Waste Management Plan (PESDA) of Epirus Region has been implemented, in compliance with the National Waste Management Plan (ESDEA) AND European legislation. The maximum annual capacity of MEA Epirus is 105,000 tn. MEA Epirus will be recycling a total of 17,000 tons of appropriate materials and will be producing 10,800 KWh/year of Green Energy, capable of covering the needs of 3,000 families, saving 12,000 tons of CO2.

C. Urban Waste Treatment Plant of Peloponnese Region: On 14/06/2018, a public and private partnership agreement was signed between the Peloponnese Region and the subsidiary company "PERIVALLONTIKI PELOPONNESE SINGLE MEMBER S.A. for the implementation of the project for the urban waste treatment plant of the Peloponnese Region.

The Partnership Agreement includes study, licensing, financing, construction, insurance, operation and maintenance of the Project for the next 28 years. The construction term is 24 months, and from the 10th month after the contract enters into force, a transitional waste management plant is projected to alleviate the major problem of the Region. The preliminary construction works have already started, while the technical construction works are expected to begin within the 2nd half of 2020.

Detailed information on the accounting policy followed and the concession contracts, mentioned above, is presented in Note 4.12 to the annual financial statements of the Group for FY ended as at December 31st 2019.

Changes in the generated Concession Financial Statements as well as the revenue per category are analyzed as follows:

Installation
of
Installation of
Unified civil civil
Financial Assets ‐ Concessions Automated waste waste
System for processing processing
Ticket Epirus Peloponnese
Collection Region Region Total
Opening balance as at 1 January 2019 24.818 12.112 36.930
(Decreases)/Increases in financial item (4.496) 3.309 3.308 2.121
Unwind of interest discount (Interest
Income)
Impairment under IFRS 9
4.132
(13)
1.154
84

5.286
71
Closing balance as at 31 December 2019 24.441 16.659 3.308 44.408

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Opening balance as at 1 January 2020 24.441 16.659 3.308 44.408
Decreases in financial item (3.263) (661) 565 (3.359)
Unwind of interest discount (Interest
Income)
2.035 621 23 2.679
Closing balance as at 30 June 2020 23.213 16.619 3.896 43.728
Analysis of revenues per category first
half 2019
Revenue from construction services 3 4.386 4.389
Revenue from operation services 3.594 635 4.229
Unwind of interest discount (Interest
Income) 1.900 534 2.434
Total 5.497 5.555 11.052
Analysis of revenues per category first
half 2020
Revenue from construction services 212 565 777
Revenue from operation services 3.790 1.913 5.703
Unwind of interest discount (Interest
Income)
2.035 621 23 2.679
Total 5.825 2.746 588 9.159

11. PREPAYMENTS AND OTHER RECEIVABLES

Prepayments and other receivables of the Group and the Company as at June 30th 2020 and December 31st 2019 are analyzed as follows:

Prepayments and other financial
receivables
GROUP COMPANY
30.6.2020 31.12.2019 30.6.2020 31.12.2019
Accrued income 2 2
Short‐term component of long‐term
intragroup loans and finance leases 2.190 3.465
Restricted deposits 44.998 42.460 4.114 3.904
Intragroup receivables from dividends,
financial facilities and other receivables 573 71 9.847 2.613
Other financial receivables 2.986 2.846 219 289
Impairments of prepayments and other
financial receivables (8) (8) (13) (13)
Total 48.551 45.371 16.357 10.258

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Prepayments and other non‐financial
receivables
GROUP COMPANY
30.6.2020 31.12.2019 30.6.2020 31.12.2019
Prepayments to Suppliers
Prepayments to insurance funds
2.300 3.017 829 1.644
(Technical Projects Social Security) 336 375 335 334
VAT for return ‐ offsetting
Prepaid expenses and transit debit
9.859 15.743
accounts 6.723 6.724 742 789
Receivables form grants 1.479 1.479
Total 20.697 27.338 1.906 2.767
Total prepayments and other receivables 69.248 72.709 18.263 13.025

The item "Prepayments and other receivables" of the Company, in particular, "Intragroup receivables from dividends, financial facilities and other receivables" includes the amounts of € 6.609 k referring to approved dividends of subsidiaries, which, as at 30/06/2020, have not been collected.

12. CASH AND CASH EQUIVALENT

Cash and cash equivalents of the Group and the Company as at June 30th 2020 and December 31st 2019 are analyzed as follows:

GROUP COMPANY
30.6.2020 31.12.2019 30.6.2020 31.12.2019
Cash in hand 4 2
Sight deposits 266.020 257.390 70.102 58.624
Term deposits 72
Total 266.024 257.464 70.102 58.624

The Group's cash and cash equivalents include amounts of € 3,024 k (2019: € 3,024 k) (for the Company: € 0 k (2019: € 0 k), relating to the grants received due to the cancellation of the construction or the expiry of the time limits of the inclusion decisions of certain wind farms. The aforementioned amount of the grant to be refunded has not been returned until the date of approval of the accompanying financial statements, as the relevant audit by the competent authorities has not been completed.

In addition, on 30/06/2020, the Group holdsrestricted deposits amounting to € 44,998 k (€ 4,114 k for the Company), which are held in specific bank accounts for servicing its short‐term operating and financial liabilities. These restricted deposits are classified under the item "Advances and other receivables". (Note 11).

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

13. SHARE CAPITAL – EARNINGS PER SHARE

As at 30/06/2020, the Company's share capital amounts to € 34,175,680.80, divided into 113,918,936 common registered shares with voting rights of a nominal value € 0.30 each. Share premium as at 30/06/2020 stands at € 172,427 k.

Changes within the first six‐month period of 2020

The Extraordinary General Meeting of Shareholders held on 18/12/19 decided on increasing the share capital by the amount of € 19,366,219.12 through capitalizing part of the special purpose reserve from the issue of share premium with an increase in the nominal value of each share from € 0.30 to € 0.47, while simultaneously reducing the share capital by € 19,366,219.12 with a respective decrease in the nominal value of each share from € 0.47 to € 0.30 and refunding the amount of thisreduction (i.e. € 0.17 pershare) to shareholders. No. 7893 Decision of the Ministry of Development and Investments ‐ General Secretariat of Commerce, approving the amendment of paragraph 1 of article 5 of the Company's Articles of Association as a result of the increase and decrease of the share capital, wasregistered in the General Commercial Registry on 24/01/2020. The Corporate Actions Committee ‐ Athens Stock Exchange (ATHEX), at its meeting held on 29/01/2020, was informed about the increase and decrease in the nominal value of the Company'sshares as a result of which the Company'sshare capital amountsto thirty‐four million one hundred and seventy‐five thousand six hundred eighty euro and eighty cents (€ 34,175,680.80) and is divided into one hundred thirteen million, nine hundred eighteen thousand nine hundred and thirty‐six (113,918,936) ordinary voting shares with a nominal value of thirty cents (€ 0.30) each. Following the above, as starting from Thursday 05/03/2020 (cut‐ off date) the Company's shares are listed on the ATHEX with the new nominal value of € 0.30 per share and without the right to participate in capital return in cash to shareholders of € 0.17 per share. This obligation of repayment the capital return was completed on 11 March 2020.

Treasury shares

During the period 01/01/2020 – 30/06/2020, the Company purchased 2,471,970 treasury shares of nominal value Euro 741,591.00 and market value Euro 19,804,493.52, while from the product of the share capital return, their value decreased by the amount of Euro 326,344.92 and, thus, their total cost in period changed by the amount of Euro 19,478,147.70. The total number of treasury shares held by the Company as at 30/06/2020 amounted to 4,115,221 shares with the total cost of Euro 28,739,204.90. These shares represented the percentage of 3.61% of the Company's paid up capital.

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

Distribution of Dividends

On 29/04/2020, the Regular General Meeting of the Company's Shareholders convened and approved distribution of dividend of € 0.17 per share, i.e. totalling € 19,060 k for 2019, according to article 160 of Law 4548/2018. On 29/06/2020, the Company proceeded with the payment of the above approved dividend. This amount was increased by the dividend corresponding to 3,894,741 treasury shares held by the Company at the cut‐off date, i.e. by 0.006008 Euro per share and, therefore, the total amount of the dividend per share stood at Euro 0.174505. This dividend amount is subject to withholding tax of 5%, according to article 24 of Law 4646/2019 and, therefore, the shareholders received a net amount of Euro 0.165780 per share.

Earnings per share

Basic earnings per share were calculated through the weighted average number of ordinary shares, excluding the weighted average number of treasury shares. No adjustment is made to profits (numerator). Finally, no diluted earnings per share are effective regarding the Group and the Company in the six‐month period ended as at 30/06/2020 and the respective comparative six‐month period.

14. EQUITY INSTRUMENTS HAVING A SUBSTANCE OF FINANCIAL LIABILITY

The Group has entered into agreements with "Tax Equity Investors" (hereinafter "TEI") investors in the USΑ in order to make the best possible use of tax benefits, provided by the local legislation. According to these agreements, the cash flows and tax benefits generated by wind farms are distributed conventionally amongst investors (tax equity investors, hereinafter "TEI") and the Group. The accounting policy applied in respect of the aforementioned financial liabilities is analytically presented in Note 4.11.5(iii) to the annual publicized consolidated and separate financial statements for FY ended as at 31/12/2019.

Equity instruments having a substance of financial liabilities (long and short‐term component) as at June 30th 2020 and December 31st 2019 are analyzed in the accompanying financialstatements as follows:

GROUP
30.6.2020 31.12.2019
Financial liabilities 260.940 272.582
Deferred income (*) 48.923 51.825
Long‐term component 309.863 324.407
Long‐term financial liabilities payable in the following year 50.518 51.365
Short‐term component 50.518 51.365
Total 360.381 375.772

(*)The item pertains to the value of tax losses attributable to Τax Equity Inventors and is recognized in other income for the year, on a pro rata basis according to the estimated period of investor's stay in the investment scheme.

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

Changesin equity instruments having a substance of financial liabilities during the interim period 01/01‐30/06/2020 and the respective six‐month comparative period of 2019 are analyzed as follows:

Financial liabilities GROUP
30.6.2020 30.6.2019
Opening balance 323.947 133.474
Received from TEI 529 464
Distribution of cash to TEI (2.432) (2.868)
Value of tax benefits (24.260) (8.730)
Interest for the period 14.844 5.595
Foreign exchange differences (1.170) 1.213
Closing balance 311.458 129.148
Deferred income GROUP
30.6.2020 30.6.2019
Opening balance 51.825 26.916
Value of tax benefits 741 1.821
Amortization of tax benefits (3.478) (1.932)
Foreign exchange differences (165) 240
Closing balance 48.923 27.045

Financial liabilities are measured at amortized cost using the effective interest method. This liability is decreased by the distribution of cash received by the TEI and, depending on the terms of the contract and the value of the tax benefits.

In the first six‐month period of 2010, the value of tax losses attributable to TEI and recognized in other income (Note 20), based on the straight‐line method over the term of the contract, amounts to € 3,478 k (first six‐month period of 2019: € 1,932 k)

The value of PTCs, which are linked to the wind farm's annual energy production based on actual production, is recognized in turnover and in the first six‐month period of 2020 amounts to € 23,519 k (first six‐month period of 2019: € 6,909 k).

The increase in Interest income for the period of equity instruments having a substance of financial liability amounts to € 9,249 k and is mainly due to the addition of liabilities to TEI Berkshire Hathaway & TEI BAL & ANTRIM that were initially recognized in the second half of 2019, therefore, no effect on the results of the comparative period 01/01‐30/ 06/2019 occurred.

Financial liability to ΤΕΙ Met Life:

The unamortized balance of the Group's liability to TEI Met Life as at 30/06/2020 stands at € 42,493 k.

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

In FY 2012, the Group entered the USA market with a transaction, in which the counterpart – the company Met Life (TEI) ‐ paid the amount of € 49,693 k to acquire the right to receive, mainly, cash and tax losses (Tax Equity Investment). In FY 2013, the construction was completed and the Wind Farm Mountain Air, of total capacity of 138 MW, located in the state of Idaho, USA, started operating. The audit is based on a contractual agreement with MetLife, which contributed capital as a Tax Equity Investor (TEI) and is fully consolidated. According to the agreement between the two parties, TEI contributed capital in exchange of 50% of the membership interests, the contractual rights of which stipulate that TEI will receive 99% of tax losses and a certain percentage of net cash flows until it achieves the return on its invested capital as defined in the agreement.

After TEI's contractually agreed performance date, and in the event of a non‐acquisition of membership interests from the Group, TEI remains with the participating interest of a 37.75% in distributions and tax results of the Wind Farm.

On July 15, 2020, the Group proceeded with the disposal of "Mountain Air" wind farm to Innergex Renewable Energy Inc. In particular, through its US subsidiary, Mountain Air Resources LLC, the Group sold Class B membership interests in "Mountain Air" wind farm. (See Note 29).

Financial liability to ΤΕΙ Goldman Sachs:

As at 30/06/2020, the unamortized balance of the Group's liability to TEI Goldman Sachs stands at € 102,986 k (including an amount of € 25,389 k that pertains to the unamortized value of tax benefits).

In 2017, construction was completed and the Fluvanna I Wind Farm, of total capacity of 155.4 MW, located in the state of Texas, USA was set in operation. Under the new tax law in the USA, which entered into force on 22/12/2017, this Wind Farm is eligible to depreciate for tax purposes almost all of its construction costs within its operating year, namely in FY 2017. As a result of the aforementioned tax treatment of the construction cost of the project, significant tax losses were incurred in FY 2017.

Furthermore, in addition to the tax losses incurred during the first year of operation, the Wind Farm is eligible to assume additional tax benefits associated with the annual energy production of the Wind Farm (Production Tax Credits ‐ PTCs).

On 28/12/2017, the Group entered into a transaction, in which Goldman Sachs paid the amount of € 127,882 k (including issuance fees) to acquire 50% of the membership interests, the contractual rights of which stipulate that the TEI will receive, mainly, the Tax Benefits (tax losses and Production Tax Credits) of the Fluvanna I Wind Farm, with a limited amount of cash produced by the investment. In FY 2017, TEI received 70% of the tax benefits, while from 2018 and until it achieves a predetermined return on its initial payment, it will be receiving 99% of these benefits.

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

Financial liability to ΤΕΙ Berkshire Hathaway:

As at 30/06/2020, the unamortized balance of the Group's liability to TEI Berkshire Hathaway stands at € 111,888 k (including an amount of € 22,215 k that pertains to the unamortized value of tax benefits).

In 2019, construction was completed and Fluvanna II Wind Farm, of total capacity of 158 MW, located in the state of Texas, USA, was set in operation. Under the tax law in the USA, this Wind Farm is eligible to depreciate fortax purposes almost all its construction costs within its operating year, namely in FY 2019. As a result of the aforementioned tax treatment of the construction cost of the project, significant tax losses are incurred in FY 2019.

Furthermore, in addition to the tax losses incurred during the first year of operation, the Wind Farm is eligible to assume additional tax benefits associated with the annual energy production of the Wind Farm (Production Tax Credits ‐ PTCs).

On 13/09/2019, the Group entered into a transaction, in which Berkshire Hathaway paid the amount of € 120,250 k (including issuance fees) to acquire 50% of the membership interests, the contractual rights of which stipulate that the TEI will receive, mainly, the Tax Benefits (tax losses and Production Tax Credits) of the Fluvanna II Wind Farm, with a limited amount of tax equity investment. In FY 2019, TEI will receive 82.58% of the tax benefits, and from the 2020 year and until it achieves a predetermined return on its initial payment, it will receive 99% of these benefits.

Financial liability to ΤΕΙ BAL & ANTRIM:

As at 30/06/2020, the unamortized balance of the Group's liability to TEIs stands at € 103,014 k (including an amount of € 1,319 k that pertains to the unamortized value of tax benefits).

In September 2019, the acquisition of the membership interest in the Wind Farm "Bearkat I", in Texas, USA, was competed. The wind farm of total capacity of 196.65 MW, started operating in December 2017. Following the finalization of the acquisition, the Group has a financial liability to TEI BAL & ANTRIM. The Wind Farm is eligible to receive tax benefits linked to the annual Production Tax Credits – PTCs. TEI will receive, mainly, the Tax Benefits(tax losses and Production Tax Credits) of the wind farm Bearkat I, with a limited amount of cash produced by the investment. In FY 2019 and until the TEI achieves a predetermined return on its initial payment, it will receive 99% of these benefits.

15. BORROWINGS

Changes in short‐term and long‐term borrowings of the Group and the Company as at 30/06/2020 and 30/06/2019 are summarized as follows:

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

GROUP COMPANY
30.6.2020 30.6.2019 30.6.2020 30.6.2019
Long‐term loans
Opening balance 906.518 668.409 304.086 224.645
New borrowing 21.992 198.322 57.100 25.660
Loans repayment (2.259) (34.008) (14.311)
Capitalization of interest 2.856 6.428 212 890
Transfer between long‐term and short‐
term components of liabilities (28.396) (174.872) (23.407) (67.693)
Foreign exchange differences (2.507) 2.280
Change due to finalization of fair value
of new company acquisition (Note 6.2) (563)
Closing balance 897.641 666.559 323.680 183.502
GROUP COMPANY
30.6.2020 30.6.2019 30.6.2020 30.6.2019
Short‐term loans
Opening balance 36.453 43.989 5.165 17.019
New borrowing 145.174 95.960 57.000 25.000
Loans repayment (51.464) (36.280) (32.000) (13.000)
Capitalization of interest 1.812 99 249 60
Foreign exchange differences (172) (289)
Closing balance 131.803 103.479 30.414 29.079
GROUP COMPANY
30.6.2020 30.6.2019 30.6.2020 30.6.2019
Long‐term liabilities carried forward
Opening balance 70.214 100.041 39.926 23.050
Loan repayment (31.120) (115.364) (6.948) (8.898)
Capitalization of interest 711 (63) 601 (239)
Transfer between long‐term and short‐
term components of liabilities
28.396 174.872 23.407 67.693
Foreign exchange differences (270) 295
Closing balance 67.931 159.781 56.986 81.606

The Group's long‐term loans mainly concern financing its business activities and mainly pertain to financing construction and operation of installationsin relation to renewable energy sources.

The Group's short‐term loans pertain to bank borrowings received at regular intervals and renewable in proportion to the needs. Collected amounts are mainly used in order to cover liquidity needs during the Wind Farms construction period of the Group's energy sector.

All loans are recognized at amortized cost. The Group estimates that the fair value of the above loans does not significantly differ from their carrying amount.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

To secure the Group loans, Wind Farms generators are collateralized, as well as cash while insurance contracts, receivables from the sale of electric energy to DAPEEP or/and DEDDIE and debt securities (subsidiaries' bonds owned by the parent company and subsidiaries' shares) are pledged to banks. In the context of this form of financing, the Group's companies maintain a series of restricted bank accounts, which serve the above liabilities. The submitted collaterals exceed the amount of the Group's loan liabilities.

As at 30/06/2020, of the total bank loan liabilities of the Group standing at € 1,097,374 k, an amount of € 142,320 k corresponds to bank loans of the parent company. An amount of € 640,252 k corresponds to loan liabilities of the Group, for which no guarantee has been provided and the amount of € 457,123 k corresponds to loan liabilities, for which the guarantee has been provided by the parent company or other of the Group's subsidiaries.

New loans, issued by the Group in the first six‐month period of 2020, was mainly used to finance investments in wind farms of subsidiaries and repay short‐term bank loans potentially issued in order to finance timely implementation of their construction schedule, namely:

  • A long‐term bond loan of nominal value € 22,385 k was issued regarding "SERVUNIA" wind farm of TERNA AEOLIKI AMARINTHOU S.A. subsidiary. The loan was used to repay the short‐ term borrowings of € 19,464 k in the context of bridge financing. The term of the loan was set at 12 years, maturing in 2032. The interest rate was set at 6‐month Euribor plus a margin.
  • A short‐term loan of € 29,240 k was issued regarding PYRGARI DARDIZA, KARABYLA and GALOSSI wind farms of AEOLIKI MARMARIOY EVIAS S.A. subsidiary in the context of bridge financing. The specific amount of the short‐term loan will be replaced by the long‐term loan received to cover the needs of the particular wind farm within 2020.
  • A short‐term loan of € 29,428 k was issued regarding AGRIACHLADIA and MESOKIPI wind farms of ENERGIAKI DYSTION EVIAS S.A. subsidiary in the context of bridge financing. The specific amount of the short‐term loan will be replaced by the long‐term loan received to cover the needs of the particular wind farm within 2020.
  • A short‐term loan of € 9,460 k was issued regarding EXOSTIS wind farm of ENERGIAKI STYRON EVIAS S.A. subsidiary in the context of bridge financing. The specific amount of the short‐term loan will be replaced by the long‐term loan received to cover the needs of the particular wind farm within 2020.
  • A short‐term loan of € 15,274 k was issued regarding PYRGARI II, KOSKINA‐LAKKA and VOUREZA wind farms of AEOLIKI EASTERN GREECE S.A. subsidiary in the context of bridge financing. The specific amount of the short‐term loan will be replaced by the long‐term loan received to cover the needs of the particular wind farm within 2020.
  • A short‐term loan of € 4,771 k was issued to cover the needs of short‐term financing (working capital) of the sub‐group in America.
  • Short‐term financing of € 57,000 k was received by the Company, while short‐term financing of € 32,000 k was repaid.

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

The Group has the obligation to maintain specific financial ratios relating to bond loans. As at 30 June 2020, the Group was in full compliance with the required limits of these ratios, apart from a long‐term loan of unamortized amount of € 2,438 k. In the previous FY, these loans were reclassified from Long‐term to Short‐term Liabilities, under IAS 1, since the financial ratios of the relevant loan contracts were not complied with. The Group Management has taken all the necessary steps to eliminate the reasons for non‐compliance. However, as till the date of approval of the Financial Statements, the necessary waiver regarding the aforementioned loan has not been received from the crediting banks.

16. FINANCIAL DERIVATIVES

In the context of managing and minimizing financial risks, to which it is exposed, the Group has entered into interest rate swaps. Interest rate swaps aim at hedging the risk of negative fluctuations in future cash outflows arising from interest on loan contracts entered into within the course of operations, mainly in RES electricity generation sector in Greece, Bulgaria and the USA. Considering the purpose of these derivatives, i.e. cash flow hedges, hedge accounting was used and their fair value was measured.

The Group and the Company financial derivatives as at 30/06/2020 and 31/12/2019 are analyzed as follows:

GROUP COMPANY
Liabilities from derivatives Note 30.6.2020 31.12.2019 30.6.2020 31.12.2019
‐ Cash flow hedging
Term Contracts for Interest rate Swaps 16.1 8.654 7.328 1.477 1.354
Electric energy options (collar) 16.2 2.572 2.625
Term contract for the sale of electric energy (physical
forward)
16.2 8.000 6.031
‐ For trading purposes
Electric energy options (collar) 16.2 76
Total Liabilities from Derivatives 19.226 16.060 1.477 1.354
Long‐term liabilities from derivatives 11.637 7.178 1.052 955
Short‐term term liabilities from derivatives 7.589 8.882 425 399

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

GROUP COMPANY
Receivables from derivatives Note 30.6.2020 31.12.2019 30.6.2020 31.12.2019
‐ Cash flow hedging
Electric energy options (collar) 16.2 4.742 5.716
Electric energy options (swaption) 16.2 494 510
Sale of electric energy physical forward 16.2 8.096
Total Receivables from Derivatives 5.236 14.322
Long‐term receivables from derivatives 5.236 14.322

All the aforementioned financial instruments are measured at their fair value. Specifically, in the six‐month period ended as at 30/06/2020, from the above derivatives, a total loss of € 861 k (the first six‐month period of 2019: profit of € 5,992 k) was recognized in the income statement for the year from changes in fair value. Furthermore, total changes in fair value recognized in other comprehensive income totally amounted to a loss of € 11,516 k (the first six‐month period of 2019: profit of € 3,039 k). More analytically:

16.1 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.

The aim of interest rate swapsisto offset the risk of adverse cash flowsfluctuation of future cash flows arising from interest on loan contracts entered into as a result of activities, in particular the electricity generation sector. 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 interestrate (euribor) curve as of 30/06/2020 throughout the time horizon of such contracts.

The fair value of these contracts as at 30/06/2020 totally amounted for the Group to liability of € 8,654 k (the total nominal value of the contracts is € 191,286 k and pertains to Greece and Bulgaria and 17,102 k dollars to America). As at 30/06/2020, these derivatives met the cash flow hedge requirements in accordance with the provisions of IFRS 9 and from their measurement at fair value, a loss of € 1,135 k was recognized in other comprehensive income. These financial liabilities are classified at fair value hierarchy at level 2 (see Note 25).

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

16.2 Derivatives for hedging variations in energy market prices

Through its subsidiaries in the USA, the Group proceeds with derivatives with a view to hedging the risk of a change in the cash flow variability in energy regarding the Group's investments in RES in the USA. In particular:

In September 2016, the Group entered into two derivatives, a collar call option (trading date: 23.09.2016) and a swaption. Regarding the collar derivative, the effective date was 01.01.2018, while for the swaption the effective date would be 01/01/2024. The Group entered into these derivatives with the ultimate purpose of using them to hedge the risk of cash flow variability in the energy for the Group's investment in a Wind Farm in the USA, through its subsidiary. This particular subsidiary constructed and operated a wind park of 155.4 MW‐capacity in West Texas of the United States.

As at 30/06/2020 and 31/12/2019, these derivatives met the cash flow hedge requirements in accordance with the provisions of IFRS 9. The fair value of the derivatives was determined at € 492 k (net liability) as at 30/06/2020 (31/12/2019: € 514 k – net receivable) and the derivatives were classified at fair value hierarchy level 3 (see Note 25).

In July 2018, the Group issued a balance of hedge, through which it will swap variable income from sale of wind farm electricity in the USA for a fixed payment. The contract in question is only a financially settled contract and does not include product swap. The Group entered into the aforementioned contract with the ultimate purpose of using it to hedge the risk of market price changes and, secondary, the effect on revenue from sale of electric energy. The balance changes transaction effective date was 03/07/2018. As at 30/06/2020 and 31/12/2019, the aforementioned contract did not comply with hedging of cash flow risk provisions stated in IFRS 9.

On 30/06/2020, the balance of hedge wasterminated, in compliance with the clauses of the initial agreement, and, therefore, the fair value was nullified. The fair value of the derivative was defined at € 76 k (net liability) as at 31/12/2019 and was classified at fair value hierarchy level 2 (see Note 25). The unrealized profit from the valuation of the balance of hedge amounting to € 78 k constitutes an operating profit of the wind farm in question and has been recorded as an addition to the Turnover.

In September 2018, the Group issued two derivatives, a forward contract for sale of electricity at a predetermined price, physical, and a collar option. Regarding the physical contract, the effective date was 01.11.2019, while regarding the collar ‐ 01.11.2024. The Group entered into these derivatives with the ultimate purpose of using them to hedge the risk of cash flow variability in the energy for the Group's investment in a Wind Park in the USA, through a subsidiary company. This particular subsidiary operates the second wind park of 158 MW‐capacity in West Texas of the United States.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

As at 30/06/2020 and 31/12/2019, these derivatives met the cash flow hedge requirements in accordance with the provisions of IFRS 9. The fair value of the derivative was determined at € 621 k (net liability) as at 30/06/2020 (31/12/2019: € 591 k – net receivable) and the derivative has been classified in the fair value hierarchy level 3 (see Note 25).

On September 5th 2019, through acquisition of subsidiary, the Group acquired a forward contract for sale of electricity at a predetermined price, physical. The effective date was 01.04.2018. The Group entered into this derivative with the ultimate purpose of using it to hedge the risk of cash flow variability in the energy for the Group's investment in a Wind Park in the USA, through a subsidiary company. This particular subsidiary operates the wind farm of 196.65 MW‐capacity in Texas of the United States. As at 30/06/2020 and 31/12/2019, this contract met the cash flow hedging requirements, in accordance with the provisions of IFRS 9. The fair value of the derivative was determined at € 4,223 k (net liability) as at 30/06/2020 (31/12/2019: € 4,562 k – net receivable) and the derivative has been classified in the fair value hierarchy level 3 (see Note 25).

Summarizing the above, in the first six‐month period of 2020, from the aforementioned derivatives used for the purpose of hedging changesin energy market prices, a lossfrom changes in fair value of € 861 k was recognized (the first six‐month period of 2019: profit of € 5,992 k) in the income statement and in particular in the item "Profit/ (loss) from financial instruments measured at fair value". The changesin fair value recognized in the "Cash flow hedging risk" item of the statement of other comprehensive income totally amounted to a loss of € 10,381 k (the first six‐month period of 2019: profit of € 5,959 k).

17 OTHER PROVISIONS

Changes in other provisions of the Group and the Company in the six‐month period ended as at 30/06/2020 and 30/06/2019 respectively are briefly recorded below as follows:

GROUP COMPANY
2020 2019 2020 2019
Balance 1 January 21.550 17.235 4.111 3.924
Provision recognized in the income
statement 587 460 99 94
Provision recognized in property, plant
and equipment 369
Foreign exchange differences (156) 60
Balance 30 June 22.350 17.755 4.210 4.018

The above provisions of the Group are presented in their entirety, as long‐term provisions. With the exception of the provision for environmental rehabilitation, all the other provisions are not recorded at discounted amounts as there is no accurate estimate of their payment time.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The companies of the Group's energy sector are under obligation to proceed with environmental rehabilitation in locations, where the Wind Farms, producing electricity, are installed, following the completion of exploitation, based on the effective licenses granted by the states where the Wind Farms have been installed. The aforementioned provision regarding the Group as at 30/06/2020 amounts to € 21,456 k (€ 16,859 k as at 30/06/2019) and regarding the Company – to € 3,450 k (€ 3,257 k as at 30/06/2019) 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 the provisions pertains to provisions for pending legal cases and tax inspection differences (Note 28).

18 GRANTS

Changes in the grants of the Group and the Company as at 30/06/2020 and 30/06/2019 are briefly described as follows:

GROUP COMPANY
2020 2019 2020 2019
Balance 1 January 134.322 141.336 18.916 20.175
Amortizations recognized in the income
statement (Note 20) (3.976) (3.986) (629) (629)
Foreign exchange differences (380) 497
Balance 30 June 129.966 137.847 18.287 19.546

Grantsrelate to government grantsfor the development of Wind Farms and are amortized in the income statement for the period they refer to, according to the depreciation rate of granted fixed assets.

The "Grants" include approved though not collected grants, totalling € 1,479 k, classified as "Prepayments and other receivables". These grants were recognized based on the Group Management's certainty that all the terms and conditions, facilitating their collecting, are complied with and that eventually the amounts will be received following the completion of the relevant investments.

19 ACCRUED AND OTHER LONG‐TERM AND SHORT‐TERM LIABILITIES

In the account "Other long‐term liabilities" of the Interim Condensed Financial Statements as of 30/06/2020, an amount of € 9,887 k concerns the liability of a contingent consideration related to the acquisition of the company "RF Energy Omalies MAE", expected to be paid after 31/12/2021 in accordance with the terms of the acquisition contract. This liability is discounted using an appropriate discount rate of 6.14%. Further information is presented in Note 6.1.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Accrued Short‐term Liabilities of the Group and the Company as at June 30th 2020 and December 31st 2019 are analyzed as follows:

GROUP COMPANY
Accrued and other short‐term financial liabilities 30.6.2020 31.12.2019 30.6.2020 31.12.2019
Liabilities from dividends payable and capital return 2.882 160 199 160
Intragroup liabilities from dividends, cash and other
liabilities
69 17 304 1.956
Deferred income and other transit accounts 1.275 3.476
Employee fee due 332 333 274 285
Accrued expenses 5.631 6.053 1.028 595
Sundry creditors 521 614 53 117
Total 10.710 10.653 1.858 3.113
GROUP COMPANY
Other short‐term non‐financial liabilities 30.6.2020 31.12.2019 30.6.2020 31.12.2019
Liabilities from taxes‐duties other than income tax 3.692 5.414 1.706 2.376
Social security funds 294 513 251 414
Clients prepayment 14
Grants to return 3.024 3.024
Total 7.024 8.951 1.957 2.790

20 OTHER REVENUE /(EXPENSES)

Other revenue/(expenses) as of June 30th 2020 and 2019 respectively are analyzed in the table below as follows:

GROUP COMPANY
01.01 ‐ 01.01 ‐ 01.01 ‐ 01.01 ‐
Other income 30.6.2020 30.6.2019 30.6.2020 30.6.2019
Income from sale of waste material 1 7 8
Income from leases 24 13 44 33
Income from insurance indemnities 309 3.089 137 2.688
Income from the forfeiture of
guarantees received and
penaltiesclauses 650 150
Grants amortization (Note 18) 3.976 3.986 629 629
Amortization of tax benefits (Note
14) 3.478 1.932
Other income 53 696 68 101
Foreign exchange differences
(credit) 771
Total other income 8.490 10.638 885 3.459

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

GROUP COMPANY
01.01 ‐ 01.01 ‐ 01.01 ‐ 01.01 ‐
Other expenses 30.6.2020 30.6.2019 30.6.2020 30.6.2019
Non accounted for fixed assets
depreciation (1) (346) (1) (346)
Tax, duties and insurance
contribution of previous years (201) (21) (177) (5)
Other expenses (114) (169) (98) (88)
Impairments/write‐offs (25) (366) (25) (29)
Foreign exchange differences (debit) (1.433) (1)
Total other expenses (1.774) (902) (302) (468)
Total other income/(expenses) 6.716 9.736 583 2.991

21 REVENUE FROM PARTICIPATING INTEREST AND OTHER INVESTMENTS

The account "Revenue from participating interest and other investments" includes the revenue from dividends required by the Company from its subsidiaries. As at June 30th 2020, total revenue from dividends stands at € 26,869 k (30/06/2019: € 22,869 k), of which, as till the accompanying financial statements approval date, an amount of € 21,180 k was collected.

22 NUMBER OF PERSONNEL

The average headcount of full‐time employees in the Group in the first six‐month of 2020 was 330, and the Company ‐ 192 (303 and 203 respectively in the first six‐month of 2019).

23 INCOME TAX

According to Greek tax legislation, in particular Par. 1, Article 22, Law 4646/2019 (GOVERNMENT GAZETTE Α΄ 201/12‐12‐2019), which amended Article 58, Law 4172/2013, the income tax rate regarding 2020 and 2019 is that of 24%.

The effective tax rate differsfrom the nominal. The calculation of the effective tax rate is affected by several factors, the most important of which are non‐exemption of specific expenses, depreciation rates differences, arising between the fixed asset's useful life and the rates defined under CL 4172/2013, and the ability of companies to generate tax‐exempted discounts and tax‐ exempted reserves.

(Amounts in thousand Euro, unless otherwise stated)

Income tax expense is recorded based on the management's best valuation on the weighted average annual tax rate for a full year. For the Group, the weighted tax rate for the six‐month period ended 30/06/2020 was 21.29%, while it was negative for the Company ‐3.46%. The negative tax rate for the Company has arisen mainly due to income from dividends of subsidiaries, exempted from income tax. In the corresponding comparative period of 2019, the tax rate for the Group was 21.69 % and for the Company 3.44%.

Tax return statement is submitted on an annual basis but declared profits or losses remain provisional until the tax authorities inspect the taxpayer's books and records and issue a final audit report. The Group annually estimates any contingent liabilities, expected to arise from the audit of past years, making relevant provisions where appropriate. The Group made provisions of € 560 k for tax non‐inspected years and the Management believes that apart from the provisions made, any potentially arising tax amounts will not have a significant impact on the Group's and Company's equity, results and cash flows. Information regarding tax non‐inspected years is presented in Notes 4 and 28.1 to the Financial Statements.

24 TRANSACTIONS WITH RELATED PARTIES

The transactions of the Company and the Group with related parties for the period 01/01 ‐ 30/06/2020 and the comparative six‐month period 01/01‐30/06/2019, as well as the other receivables and liabilities arising from such transactions as of 30/06/2020 and 31/12/2019, are as follows:

The Company's transactions with subsidiaries

a) Receivables
Company
Amounts in € '000 30.6.2020 31.12.2019
Trade receivables 30.219 32.457
Loans 96.004 90.166
Intragroup receivables from financial facilities and other receivables 3.223 800
Dividends receivable 6.608
Total 136.054 123.423
b) Liabilities Company
Amounts in € '000 30.6.2020 31.12.2019
Suppliers 1.754 895
Loans & other liabilities 268.760 225.528
Other liabilities 235 1.939
Total 270.749 228.362

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

c) Income Company
Amounts in € '000 01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
Financial income 2.065 2.777
POC construction material 14.357 6.983
Repairs and maintenance 2.638 2.756
Income from trading electric energy 252 3.144
Other services 1.402 566
Other income 154 41
Total 20.868 16.267
d) Expenses Company
Amounts in € '000 01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
Other expenses 115 112
Financial expenses 4.804 3.659
Electric energy acquisition cost 3.002 2.783
Total 7.921 6.554
e) Revenue from participating interest and other investments Company
01.01 ‐ 01.01 ‐
Amounts in € '000 30.6.2020 30.6.2019
Derivative income 26.869 22.869
Total 26.869 22.869

Transactions with other related parties

a) Receivables Group Company
Amounts in € '000 30.6.2020 31.12.2019 30.6.2020 31.12.2019
Trade receivables 2.654 1.140 2.654 1.229
Loans and Guarantees 2.745 2.741 1.973 1.977
Other current receivables 494 966 90 682
Total 5.893 4.847 4.717 3.888
b) Liabilities Group Company
Amounts in € '000 30.6.2020 31.12.2019 30.6.2020 31.12.2019
Suppliers 700 794 442 615
Loans & other liabilities 35 7 2
Liabilities from capital refunds
Other liabilities 80 7.407 69 7.359
Total 815 8.208 511 7.976

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

c) Income Group Company
Amounts in € '000 01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
Financial Income 17 25 7 8
Income from construction services
Income from trading electric energy 160 2.659
Other income 426 27 30 27
Total 603 2.711 37 35
d) Expenses Group Company
01.01 ‐ 01.01 ‐ 01.01 ‐ 01.01 ‐
Amounts in € '000 30.6.2020 30.6.2019 30.6.2020 30.6.2019
Other expenses 273 446 265 434
Financial expenses 32 43 3 2
Other third party benefits 577 534 286 141
Electric energy acquisition cost 43 1.392
Total 925 2.415 554 577

e) Revenue from participating interest and other investments Group

Amounts in € '000 01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
Derivative income 500 500
Total 500 500

Company

Group Company
01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
01.01 ‐
30.6.2020
01.01 ‐
30.6.2019
BoD fees 149 732 700
497 496 321 261
BoD Executive Officers fees
646 1.228 321 961

The most significant transactions and balances of the Company with its subsidiaries as at 30/06/2020 are presented below as follows:

RECEIVABLES LIABILITIES INCOME EXPENSES
Subsidiary 11.950 2.927
Subsidiary 248 163 1.263
Subsidiary 18.624 7.179

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

103.348 213.034 36.999 6.806
ENERGIAKI DERVENOCHORION S.A. Subsidiary 28 4.944
AEOLIKI PASTRA ATTICA S.A. Subsidiary 4.600 4.071 6.095 74
TETRA DOOEL SKOPJE Subsidiary 543 88 1.675
ΤΕRNA ENERGY EVROU S.A. Subsidiary 31 44.669 2.154 740
TERNA ENERGY FINANCING S.A. Subsidiary 319 147.615 2.669
ΕΝERGIAKI SERVOUNIOU S.A. Subsidiary 24 14.992 4.505 297
PERIVALLINTIKI PELOPONNESE S.A. Subsidiary 16.696 285 85
AEIFORIKI EPIRUS Subsidiary 10.866 867 1.608 3
ΕΝERGIAKI PELOPONNESE S.A. Subsidiary 15.548 15 422
ΤΕRNA AIOLOKI AMARYNTHOU S.A. Subsidiary 1.410 104
ΤΕRNA ENERGIAKI AI GIORGIS S.A. Subsidiary 4.105 14 1.607
ΕNERGIAKI STYRON EVIAS S.A. Subsidiary 11.376 649
ΕNERGIAKI DYSTION EVIAS S.A. Subsidiary 7.771 4.268

25 FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE

Financial assets and financial liabilities measured at fair value in the Group's Statement of Financial Position are classified under the following 3 level hierarchy in order to determine and disclose the fair value of financial instruments per valuation technique:

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

Level 1: at fair value based on quoted (unadjusted) prices in active markets for comparable assets or liabilities.

Level 2: at fair value, using valuation techniques for which all inputs that significantly affect the fair value, are based (either directly or indirectly) on observable market data.

Level 3: at fair value, using valuation techniques, in which the data that significantly affects the fair value, is not based on observable market data.

The Group's and the Company financial assets and financial liabilities measured at fair value as at 30/06/2020 and 31/12/2019, classified in the aforementioned levels of hierarchy, are as follows:

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

30 June 2020
Financial assets Level 1 Level 2 Level 3 Total
Investments in equity instruments 2.240 2.240
Securities 2.794 2.794
Receivables from derivatives 5.236 5.236
Total 2.794 7.476 10.270
Financial liabilities
Liabilities from derivatives
8.654 10.572 19.226
Contingent consideration from acquisition
of assets (Notes 6,1)
9.887 9.887
Total 8.654 20.459 29.113
Net fair value 2.794 (8.654) (12.983) (18.843)
31 December 2019
Financial assets Level 1 Level 2 Level 3 Total
Investments in equity instruments 2.418 2.418
Receivables from derivatives 14.322 14.322
Total 16.740 16.740
Financial liabilities
Liabilities from derivatives 7.404 8.656 16.060
Total 7.404 8.656 16.060
Net fair value (7.404) 8.084 680

There were no changes in valuation technique applied by the Group within the current reporting period. Moreover, there were no transfers of the amounts between Levels 1 and 2 during the six‐month period 01/01‐30/06 2020 and FY 2019.

Level 2 financial derivatives pertain to forward rate swaps and contracts for the exchange of revenue from the sale of electricity, while Level 3 financial derivatives pertain to collar, swaption and futures contractsforsale of electricity (physical) as well asthe contingent consideration from acquisition of assets (see Note 6.1).

(Amounts in thousand Euro, unless otherwise stated)

In order to define the fair value, the Group applies appropriate valuation methods depending on the category of the financial instrument. As far as forward rate swaps contracts are concerned, fair value is measured by means of referring to market interest rate curves, through valuations conducted by credit institutions and in conjunction with an internal valuation using interest rate curves. Regarding other derivatives, their fair value is determined using future market prices and discounting their estimated future value at present value. Regarding the fair value of contingent consideration, it was determined based on the expected payments and relative potential of such payments being performed in compliance with the decisions, made by the Management.

Fair value measurement of Level 3 financial instruments

The movement in the Group's financial instruments classified in Level 3 for the six‐month period ended as at 30/06/2020 and FY 2019 are presented below as follows:

30.6.2020 31.12.2019
Investments in
equity interests
Derivatives Contingent
consideration
from acquisition
of assets (Notes
6,1)
Investments in
equity interests
Derivatives
Opening balance 2.418 5.666 1.823 (146)
‐ Acquisition/Addition 63 9.887 600 7.470
‐ (Sale) (5)
‐ Effect of evaluation (11.241) (1.545)
‐ Impairment (241)
‐ Foreign exchange differences 239 (113)
Closing balance 2.240 (5.336) 9.887 2.418 5.666

Analysis of the derivatives is presented in Note 16. Level 3 assets pertain to investments in non‐ listed companies at a participating interest not exceeding 20%. Analysis of contingent consideration is presented in Note 6.1.

The book values of the following financial assets and liabilities approximate their fair value because of their short‐term nature:

  • Trade and other receivables
  • Cash and cash equivalent
  • Suppliers and other liabilities

26 EFFECTIVE LIENS

In order to cover financing needs regarding new projects, the Company and the Group issue notional collateral on its current assets as well as liens (usually in the form of mortgages) on its non‐current assets as guarantees to the creditors. Additional information regarding such collaterals is presented in Notes 8 and 15.

27 SIGNIFICANT EVENTS DURING THE PERIOD (FIRST SIX‐MONTH 2020)

The following significant events occurred within the first six‐month of 2020:

• Return of share capital of € 19,4 m. to shareholders

The Extraordinary General Meeting of Shareholders held on 18/12/19 decided on increasing the share capital by the amount of € 19,366,219.12 through capitalizing part of the special purpose reserve from the issue of share premium with an increase in the nominal value of each share from € 0.30 to € 0.47, while simultaneously reducing the share capital by € 19,.366,.219.12 with a relative decrease in the nominal value of each share from € 0.47 to € 0.30 and returning the amount of this reduction (i.e. € 0.17 per share) to shareholders. On 24/1/2020 it was registered in the General Commercial Registry the No. 7893 Decision of the Ministry of Development and Investments ‐ General Secretariat of Commerce, approving the amendment of paragraph 1 of article 5 of the Company's Articles of Association as a result of the increase and decrease of the share capital. The Corporate Actions Committee ‐ Athens Stock Exchange (ATHEX), at its meeting held on 29/01/2020, was informed about the increase and decrease in the nominal value of the Company'sshares as a result of which the Company'sshare capital amountsto thirty‐four million one hundred and seventy‐five thousand six hundred eighty euro and eighty cents (€ 34,175,680.80) and is divided into one hundred thirteen million, nine hundred eighteen thousand nine hundred and thirty‐six (113,918,936) common registered shares with voting rights with a nominal value of thirty cents (€ 0.30) each. Following the above, asstarting from Thursday 05/03/2020 (cut‐off date) the Company's shares are listed on the ATHEX with the new nominal value of € 0.30 per share and without the right to participate in capital return in cash to shareholders of € 0.17 per share. This obligation of repayment the capital return was completed on 11 March 2020.

Donation of € 3.5 million to the country's Armed Forces

On 10/02/2020, the Company donated € 3.5 million to the country's Armed Forces.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The Company will fully cover the costs of the studies, planning and construction of all required projects in order to:

  • a. Turn the 115 CW Airport (Souda) into a Zero Carbon Footprint installation (Net Zero Carbon Emissions).
  • b. To meet the needs for electricity, heating and cooling of the facilities at the 115 CW military airport in Souda, by relying by 100% on Renewable Energy Sources (Net Zero Energy Airport) and achieve the proper degree of the "electrification" of the transport services within the Airport.

115 Military Airport in Souda will be one of the first installations in the world to receive the respective certifications, while the annual benefit of fully discharging the Unit from the cost of electricity supply and heating needs will exceed € 400,000. This way, 115 Military Airport will make a significant contribution to addressing climate change and will be equipped with state‐of‐ the‐art intelligent energy management systems, without reducing its operational capabilities.

For the implementation of the necessary projects, the Company will cooperate with the specialized company Easy Power.

The budget of the proposal exceeds € 3.5 million, while the time required for completion of the project is estimated to be approximately six (6) monthsfrom the day of official acceptance of the donation in the Government Gazette and signing the relevant contract with the Ministry of National Defense.

New Investments of over € 550 million Euro in the Greek RES Market

In its related announcement dated 16/03/2020, TERNA ENERGY S.A. announced that continuing its investment plan in Greece, it is proceeding with the implementation of new investments in the production of clean energy, with a total budget of € 550 million. To this end, the company is expected to begin shortly the construction of new wind farms in Evia, following completion of the acquisition of a portfolio of fully or partially licensed projects of a total capacity of 270 MW owned by "RF Omalies S.A." acquired from the company "RF Energy S.A.".

At this stage, the Company plans the construction of wind farms with a total capacity of over 180 MW, which will lead to a total capacity new wind farms, scheduled in the Greek RES market by TERNA ENERGY Group, exceeding 400 MW and the total investment value of 550 million euro.

The significant increase of TERNA ENERGY presence in the Greek RES market brings the Group's goal to reach the size of 2,000 MW of RES projects in operation in Greece and abroad closer and much earlier than in 2025, as originally aimed.

Decisions of the Regular General Meeting of Shareholders held on 29/04/2020

On 29/04/2020, the Regular General Meeting of the Shareholders of TERNA ENERGY S.A. convened and made the following decisions:

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

a. Approved the proposal of the Board of Directors on distribution of dividend of € 0.17 pershare, i.e. a total amount of € 19,060,173.06 for FY 2019, according to article 160 of Law 4548/2018. On 29/06/2020, the Company proceeded with the payment of the aforementioned dividend. This amount was increased by the dividend corresponding to 3,894,741 treasury shares held by the Company at the date of the cut off, forming the amount that was finally paid to the Shareholders as the amount of € 19,199,756.66. At the same time, the RGM approved payment of fees to the Members of the Board of Directors and the members of the Committees for FY 2019, totally amounting to € 700,000, from the taxed profits of the Company.

b. Approved the proposal of the Board of Directors on approving the report on remuneration of the members of the Board of Directors of the Company for FY 2019 in accordance with article 112 of law 4548/2018.

c. Approved the share buyback up to percentage of 10% of the totalshares of the Company, with a minimum purchase price of thirty cents (0.30 €) and a maximum price of thirty euros (30.00 €), which will take place within a period of twenty‐four months, i.e. no later than April 28, 2022.

d. Approved the amendment and extension for four (4) years of the Remuneration Policy, prepared under the supervision of the Nomination and Remuneration Committee, which was approved by the Extraordinary General Meeting of 18.12.2019.

Dividend payment for FY 2019 on 29/06/2020

On Monday, June 29, 2020, the company "TERNA ENERGY S.A." proceeded with payment of dividend, as decided by the Regular General Meeting held on April 29, 2020, amounting to 0.17 euro per share from FY 2019 profits. This amount was increased by the dividend corresponding to the 3,894,741 treasury shares held by the Company at the cut‐off date, i.e. by 0.006008 euro per share and, therefore, the total amount of dividend per share amounted to 0.174505 euro. The aforementioned amount dividend is subject to withholding tax of 5%, according to article 24 of law 4646/2019 and, therefore, the shareholders received a net amount of 0.165780 euro per share. Beneficiaries of the said dividend are the investors who are registered in the D.S.S. of the Company on Tuesday, June 23, 2020 (record date). The dividend was paid according to the provisions of the Athens Stock Exchange Regulations.

28. CONTINGENT ASSETS AND LIABILITIES

28.1 Fiscal years non‐inspected by Tax authorities

The Group'stax obligations are not final asthere are tax non‐inspected years, which are analysed in Notes 4 and 23 to the accompanying Financial Statements for the six‐month period ended as at 30/06/2020.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

Regarding tax non‐inspected years, it is possible that additional taxes and surcharges can be imposed at the time they are inspected and finalized. The Group annually assesses any contingent liabilities, expected to arise from the tax inspection of past years, making relevant provisions where appropriate. The Group has made provisions for tax non‐inspected years of € 560 k (31/12/2019: € 560 k).

The Management believes that apart from the provisions made, any potentially arising tax amounts will not have a significant impact on the Group's and Company's equity, results and cash flows.

Tax Compliance Report

For the years 2011 to 2014, the Group companies operating in Greece and meeting the relevant eligible criteria for the tax audit by the Certified Public Auditors received a Tax Compliance Report in accordance with paragraph 5 of article 82 of Law 2238/1994 and article 65A par. 1 Law 4174/2013, without substantial differences arising. It isto be noted that according to the circular POL. 1006/2016, the companies, subject to the aforementioned special tax audit, are not exempted from statutory tax audit by the competent tax authorities.

Further, according to the relevant legislation, for the fiscal years 2015 onwards, the audit and the issuance of the Tax Compliance Report are optional. In this context, the parent company and most Greek subsidiaries, operating in the RES sector, received tax compliance reports for the years 2015 to 2018.

The special audit for the purposes of issuing a Tax Compliance Report for FY 2019 is in progress regarding the Group's companies, operating in Greece, and the relevant tax certificates are projected to be issued after the publication of the interim condensed financial statements for the period ended as at June 30th 2020. At the completion of these tax audits, the Management does not expect that any significant tax obligations will arise beyond those, recorded in the financial statements of the Group and the Company. It should be noted that according to POL. 1192/2017, the right of the State to charge tax until the fiscal year 2013 has expired unless the special provisions of 10 years, 15 years and 20 years of expiry are effective.

28.2 Commitment from construction contracts

As at 30/06/2020, the backlog of construction contracts of the Group amounted to € 107.8 million (31/12/2019: € 109.9 million) including backlog of concession contracts amounting to € 105.6 million (31/12/2019: € 105.9 million).

28.3 Litigations

The Company and its consolidated companies are involved (as defendant and plaintiff) in various litigations in the context of their usual operation. The Group makes provisions in the financial statements for pending 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.

(Amounts in thousand Euro, unless otherwise stated)

In this context, as at 30/06/2020, the Group recognized provisions of € 335 k (31/12/2019: €335 k). The Management, as well as legal consultants, consider that apart from already made provisions, the pending 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.

In particular:

Contingent liabilities

TERNA ENERGY S.A.

  • Legal action was taken against TERNA ENERGY S.A. by the residents of the Municipality of Sitia, Lassithi, Crete regarding a total amount of € 2,523 k for property and moral damage due to the Company's acquisition of a license for a locally established Wind Farm electricity production. According to the estimate of the Company's legal consultants, the lawsuit will not be settled successfully for the claimant.
  • Legal action was taken against TERNA ENERGY S.A., TERNA S.A. and the joint venture under the title EUROIONIA by the Company FERROVIAL AGROMAN S.A.. The claim totals € 1,241 k as compensation for moral damage. In compliance with the estimates of the Company's legal consultants, an amount of € 100 k has been recognized as a provision in the Company's books and records in the item "Other provisions".

TERNA ENERGY S.A. and TERNA ENERGY AI GIORGIS S.A.

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.

In particular, on 01.07.2019 the opponent filed a lawsuit to the Athens Single Member Court of First Instance against TERNA ENERGY S.A. and "TERNA ENERGY AI GIORGIS S.A.", demanding the return of the island of Agios Giorgis, Attica. On 28.05.2020, regarding the aforementioned lawsuit, No. 619/2020 decision of the above court was issued and sent to the defendant companies of the Group on 15.06.2020. The decision accepted the lawsuit, due to the invalidity of the disputed lease agreement, due to non‐receiving the license in compliance with the provisions of article 28 par. 1 of Law 1892/1990, which at the time of signing the lease agreement, in the year 2005, had to be given by the Minister of Agriculture. However, the court did not examine the issue of ownership of the island, as this was neither a claim of the lawsuit, nor was it required to be considered in order to rule on the lease dispute, as the lease of real estate can be validly agreed by a non‐owner.

(Amounts in thousand Euro, unless otherwise stated)

On 30/06/2020 the opponent filed a lawsuit to the Athens Single Member Court of First Instance against TERNA ENERGY S.A. and "TERNA ENERGY AI GIORGIS S.A.", disclosed on 20/07/2020, under which, on one hand, it waives the lawsuit as of 13.01.2020 (filing date 27/01/2020 and delivery date 28/01/2020) against the same parties and on the other hand, demands compensation of € 235.2 k due to tort, according to article 914 of the Civil Code, reporting the occupation of the island of Agios Giorgis and interruption of payment of rentals to the plaintiff. The lawsuit is being heard under the new Code of Civil Procedure and, therefore, the date of hearing has not been defined yet. According to the estimates of the Company's legal consultants, it is probable that this lawsuit will be rejected.

AEIFORIKI EPIRUS MAE

In its letter under prot. no. 45431/142/1.4.2019, the Region of Epirus disclosed to the company the penalty amount of Euro 690,000 due to failure to make available the Epirus Region Waste Treatment Plant at the Scheduled Date, in accordance with the terms of 21/07/2017 Partnership Agreement. The Company considers that the delay in not achieving the availability of the services on the Scheduled Date is not due to its fault, and will, therefore, resort to the arbitration procedure provided for in the Partnership Agreement in order to cancel that penalty. The Group's Management estimates that the penalties imposed will not be settled successfully and the Group's subsidiary will not be subject to financial burdens.

This assessment is also based on the submitted Arbitration Appeal – Arbitrator Appointment and Arbitrator Referee Appointment Invitation, in which AEIFORIKI EPIRUS MAE raises its own objections, claims and demands. In particular, on 23/07/2019, as of 19/07/2019 Arbitration Appeal ‐ Appointment of Arbitrator and Invitation of Arbitration Appointment was handed to Region of Epirus, in which AEIFORIKI EPIRUS MAE seeks to declare that the penalty of 690 k was unlawfully imposed and to be repaid to the company with the default interest and the following amounts to be paid: (a) € 989 k as compensation for positive losses due to the prolongation of the working period, (b) € 697 k as compensation for loss of revenue during the above period, (c) € 325 k as compensation for the cost of performing additional control tests for MEA Epirus, (d) € 817 k as compensation for loss of revenue during the first year of operation of MEA Epirus, (e) € 1,048 k as compensation for loss of revenue during the second year of operation of MEA Epirus. The dispute will be resolved in accordance with the provisions of the Code of Civil Procedure on Arbitration.

Each party has already appointed its arbitrator and, in the absence of arbitrators' agreement, the company has lodged an application for arbitrator designation with the Athens Court of First Instance, on which the Region has intervened in the main proceedings seeking its dismissal. The application and the main intervention were discussed on 10.01.2020 and the decision is pending.

(Amounts in thousand Euro, unless otherwise stated)

Contingent Assets

ΤΕRNA ENERGY AI‐GIORGIS S.A.

  • Lawsuit was filed against Panama domiciled company SILVER SUN SHIPPING S.A., which also operates office premises in Greece, regarding tort law payment of € 18,514 k in compensation of loss and adverse effect of profitssuffered by the Company due to damage. On 13/3/2018, decision No. 1291/2018 was issued justifying a part of the lawsuit, and TERNA ENERGY AI GIORGIS S.A. is to receive an amount of € 12,034 plus legal interest from the beginning of 2017. Since the aforementioned decision established that TERNA ENERGY AI GIORGIS S.A. was co‐responsible for damage at a percentage of 35%, the company has appealed to the Three‐Member Court of Appeal of Piraeus against the decision No. 1291/2018, settled for hearing on 15/11/2018. On the same date, the appeal, made by the opponent against the decision No. 1291/2018 was also to be heard. On these, no. 563/2019 non‐final decision of the court of appeal of Piraeus was issued, ordering the conduct of an expert examination, which is already in progress.
  • At the same time, TERNA ENERGY AI GIORGIS S.A. has filed a lawsuit against the insurance company under the title UK PROTECTION & INDEMNITY CLUB (UK P & I CLUB), requesting the defendant insurance company to pay to its member Company under the title SILVER SUN SHIPPING SA an amount of € 18,514 k. The lawsuit was heard on 19/10/2017 and the decision No. 1394/2018 was issued rejecting the lawsuit. The Company's legal consultants are examining the grounds for potential appeal.

28.4 Guarantees

In the course of its operations, the Group issues bank letters of guarantee in order to assure its counterparties of the fulfilment 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 at 30/06/2020 are analyzed in the following table:

Type of Letter of Guarantee Amount of
Guarantee
Contract execution guarantees for construction 29.676
Guarantees of payment 1.410
Tender guarantees 2.605
Guarantees of warranty execution for Agreements of Private and Public
Sector 12.216
Guarantees of warranty execution for Grants 28.582
Guarantees of warranty execution for Other Agreements 12.085
Guarantees of credit facility tems 5.307
Total 91.880

Condensed Interim Financial Statements as of June 30th 2020 (Amounts in thousand Euro, unless otherwise stated)

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

• On 15/07/2020 the Company announced the disposal of the wind farm "Mountain Air" with a capacity of 138 MW, located in the state of IDAHO, in the USA, to Innergex Renewable Energy Inc. The Enterprise Value for the disposal of the wind farm amountsto 215 million dollars. It is to be noted that in 2019, the operating profit (US GAAP) of the project amounted to 17.6 million dollars(EBITDA 2019). The disposal is expected to generate a profit (IFRS) that will exceed 30 million US dollars, while the total debt of TERNA ENERGY is equally decreased by the aforementioned Enterprise Value of 215 million dollars. TERNA ENERGY entered the US clean energy market as early as 2011. It has four (4) wind farms in operation, with a total capacity of 651 MW, one of which concerns the first project of TERNA ENERGY for sale in the USA, with a capacity of 138 MW (Mountain Air). Following the disposal of the project in IDAHO, TERNA ENERGY will keep in operation three (3) wind farms with a total capacity of approximately 512 MW, in the state of Texas.

On 27/07/2020, the Company announced that the reassessment of its creditworthiness by the company ICAP A.E. reclassified it into "A" rating. "A" rating indicates a very low credit risk and is attributed to the companies that are in position to meet their obligations even under adverse economic circumstances, and therefore, their creditworthiness remains consistently high. Businesses with "A" rating are characterized by their very significant financial amounts, upward trend and their significant position in the market.

• Following the invitation dated 10/08/2020 for the Extraordinary General Meeting of the Shareholders of the Company, the procedure of receiving the binding offers for the coverage of the new shares at a price of €11 per share has been completed through AXIA Ventures Group Ltd and excessive demand was expressed. Therefore, the Board of Directors recommended the increase of the share capital of the Company and the elimination of the current Shareholders' pre‐emptive rights, by the amount of €1,868,826.60, by cash payment, with the issuance of 6,229,422 (instead of the initially proposed amount of 4,556,757) common shares with a nominal value of €0.30 each, their disposal through private placement in funds managed by the following international investors and/or companies affiliated with them: Blackrock Inc., Anavio Capital Partners LLP, Kayne Anderson Capital Advisors LP, and Impax Asset Management, at a disposal price of € 11 each; placing the difference between the nominal value and the disposal price at a special share premium reserve of the Company from the issuance of share premium, and granting authorization to the Company's Board of Directors for the determination of the final disposal price and the rest of the particulars regarding the increase.

Condensed Interim Financial Statements as of June 30th 2020

(Amounts in thousand Euro, unless otherwise stated)

The Extraordinary General Meeting of the Shareholders of the Company dated September 1st, 2020 approved the recommendation of the Board of Directors and decided on the increase of the Company's share capital as afore mentioned, with the possibility of partial payment, pursuant to article 28 of Law 4548/2018.

30. APPROVAL OF FINANCIAL STATEMENTS

The condensed interim separate and consolidated Financial Statements for the six‐month period ended 30/06/2020 were approved by the Board of Directors of TERNA ENERGY S.A. on 01/09/2020.

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

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