GEK TERNA Real Estate Construction S A : Announcement

Athens, 20 June 2024

"GEK TERNA S.A." (the Company) announces that it has executed a Share Purchase and Covenants Agreement (the Agreement) with the Greek company "Masdar Hellas Single Member Société Anonyme" (the Purchaser) in relation to the sale of all the shares held by the Company in TERNA ENERGY Société Anonyme Industrial, Commercial and Technical Company S.A. (TERNA ENERGY) (ATHEX: TENERGY) (representing 36.59% of the shares and voting rights in TERNA ENERGY).

The Purchaser is an indirect wholly owned subsidiary of the company "Abu Dhabi Future Energy Company PJSC - Masdar" (Masdar). Masdar is a leading global renewable energy platform, which develops and operates renewable energy and sustainable technology projects across the world, with more than 20 GW of renewable energy projects in operation, and a target of reaching 100 GW of renewable capacity by 2030.

1. Transaction Structure - Purchase Price

1. The completion of the sale and transfer of the Company's shares in TERNA ENERGY (the Transaction) is subject to the fulfilment within 6 months of certain conditions precedent (the Conditions), including - inter alia - the approval of the Transaction by the European Commission (competition clearance) and possible foreign development investment clearance by Polish competition authorities, the receipt of certain third party consents and the approval of the Transaction and the related arrangements set out in the Agreement (as referred to in paragraph 3 below) by the General Meeting of the Company's shareholders.
2. The Conditions also include the procurement of the transfer to the Purchaser of an additional number of shares in TERNA ENERGY simultaneously with completion of the Transaction (the Closing of the Transaction), so that the Purchaser immediately after the Closing of the Transaction holds at least 67% of the shares and voting rights in TERNA ENERGY. Certain shareholders of TERNA ENERGY controlling - together with the Company - an aggregate 64.68% in shares and voting rights, including (among others) the Board members of TERNA ENERGY, Messrs. Georgios Peristeris (Chairman), Emmanouel Maragoudakis (Chief Executive Officer), Georgios Spyrou (Executive Director) and Michail Gourzis (Member), as well as Mr. Georgios Agrafiotis (Deputy Chief Executive Officer), have given irrevocable undertakings (the Irrevocable Undertakings) upon the signing of the Agreement to sell or procure the sale of at least such percentage of shares in TERNA ENERGY to the Purchaser on Closing of the Transaction.
3. During the period starting from the signing of the Agreement until Closing of the Transaction (the Interim Period) , the Company is obliged to exercise its voting rights and overall powers over TERNA ENERGY so that the latter, inter alia, conducts its activities in the ordinary course

of business and does not take any actions that may have an adverse effect on the Transaction, as well as does not to distribute any dividends - other than the permitted dividend distribution of a total amount of 44,879,934.20 EUR (the Permitted Dividend) or 0.38 EUR per share for which a shareholders' meeting has already been convened.

1.4. The price of the Transaction amounts to 20 Euro per share (under the Agreement and the Irrevocable Undertakings), which may be adjusted in the following events (if occurring during the Interim Period):

• in case of distribution of dividends - other than the Permitted Dividend - or of any other distribution to the shareholders of TERNA ENERGY by the amount corresponding to the distributed amount per share; and/or
• in case of a reorganisation of the share capital of TERNA ENERGY (excluding the issuance of shares by virtue of the existing management incentive share allocation programme of TERNA ENERGY), by the amount which will be determined by an auditor per share; and/or
• in case the total value of the Non-Core Assets (as defined below), which will derive from a report of a chartered auditor, falls below the amount of 65.2 million EUR, by the amount corresponding to said difference per share,

(the "Price"). The Transaction value for the stake of GEK TERNA amounts to 880 million EUR (including the proceeds from the Permitted Dividend), based on a valuation for TERNA ENERGY (100%) at 2.4 billion EUR and the total Enterprise Value of the Transaction at 3.2 billion EUR.

1. Tender Offer
   Following the successful Closing of the Transaction, the Purchaser intends to proceed to launching a mandatory tender offer addressed to all shareholders of TERNA ENERGY for the acquisition of their shares against the Price, pursuant to Greek Law 3461/2006.
2. Other Agreements made in the context of the Transaction
3. 1. Non-CoreAssets
      The Company (or a subsidiary of the Company, at the Company's option) will purchase and acquire from TERNA ENERGY certain activities, which do not fall within the Core Business, as defined below, (the Non-CoreAssets) for a reasonable and fair consideration to be determined based on an auditor's report. Part of the Non-Core Assets will be transferred prior to (and as a condition of) the Closing of the Transaction and the remaining Non-Core Assets will be transferred shortly after the Closing of the Transaction.
   2. Put Option in relation to the pumped storage hydro plant project of Amfilochia

Subject to the Closing of the Transaction, the Company and the immediate parent company of the Purchaser have agreed that the Purchaser will have the right (via TERNA ENERGY) to sell (put option) 50% of the share capital of the company named TERNA ENERGEIAKI- ANTLISIOTAMIEFSI MONOPROSOPI ANONYMI ETAIREIA (a 100%-owned subsidiary of TERNA ENERGY) to the Company approximately nine months after the Closing of the Transaction.

1. Call Option in relation to certain projects
   Subject to the Closing of the Transaction and certain requisite third party consents, the Company and the Purchaser have agreed that the Company will have the right to purchase (call option) 50% of the equity interests in specified energy production and storage projects (hydroelectric, pumped storage and offshore wind) with a total capacity of c. 3.0 GW approximately nine months after the Closing of the Transaction, as it may be extended. These will be effected as share sales in companies currently owned in whole or in part (or to be formed) by TERNA ENERGY for such purposes.
2. Non-CompeteObligation
   The Company is obliged to refrain from activities, which fall within the core business of TERNA ENERGY, namely the development, construction, financing and operation of renewable energy sources, battery energy storage system, other energy storage projects and pumped hydro projects (the Core Business) in Greece, Poland and Bulgaria for the period from the signing of the Agreement until three years after the Closing of the Transaction (the Non-CompeteObligation). Certain exemptions from the Non-Compete Obligation have been agreed to avoid any hindrances in the Company's existing business.

The Company will inform the investors about any material developments or new information.