Announcement

GEK TERNA S.A

(hereinafter, the "Company")

Information regarding the resolutions of the repeat Bondholders Meeting of the common bond loan of an

amount of €120,000,000 of the Company (hereinafter, the "CBL 2018")

The Company announces that on 26 April 2024 the repeat Meeting of the Bondholders of the bond loan

issued pursuant to the Common Bond Loan Programme of an amount up to €120,000,000 and Agreement

on Appointment of the Bondholder Agent, dated 22.03.2018 (hereinafter, "CBL 2018 Programme") took place in accordance with the invitation to a Meeting of the Bondholders of the CBL 2018 dated 12.04.2024, in a hybrid form, with physical attendance at the registered office of the Company, located at 85 Mesogeion Ave., 11526, Athens, and with the option for the Bondholders to participate remotely in real-time via videoconference.

Bondholders representing 40,462 bonds out of 120,000 bonds in total, i.e. 33.72% of the total outstanding principal amount of the CBL 2018 at the time of the Meeting, participated in the repeat Meeting by proxy, and the Meeting resolved on all items of the Agenda, as follows:

First Agenda Item:The Meeting approved with 40,462 votes in favor (100.00% of those present), the extension of the Bondholders' consent, as granted through their resolution dated 30.06.2022 regarding the utilization of net proceeds from the disposition of an Excluded Asset in accordance with the purposes set forth in items (i) - (vi) of clause 8.1(n) of the CBL Programme 2018, without any time restriction, by way of derogation from clause 8.1 (o) and 14.1 (b) of the CBL Programme 2018, for an additional 24 months, i.e. provided that the sale (namely the promissory agreement for the transfer of the Excluded Asset) will have occurred by 30.06.2026, and provision of consent by the Bondholders so that the Issuer is enabled to create Encumbrances on the said Excluded Asset in favor of third parties by 30.06.2026, in the context of any borrowing of the Issuer or an Affiliate, under the condition that the proceeds of such borrowing are designated for financing the purposes set out in items (i) - (vi) of clause 8.1 (n) of the CBL Programme 2018, by way of derogation from clauses 7.1 (n) and 8.1 (e) of the CBL Programme 2018. In addition, it was acknowledged the non-exercise of their rights under clause 11.2 (b) of the CBL Programme 2018 in respect of the above exemptions and the Bondholders waived any such rights.

Second Agenda Item:The Meeting approved with 40,462 votes in favor (100.00% of those present), the

amendment of clause 9.2.2 of the CBL Programme 2018 as follows: "throughout the period spanning from the Calculation Period ending on 31.12.2019 through the Calculation Period ending on 31.12.2023, the Total Debt to Equity Ratio shall not exceed 3", and corresponding adjustment to Annex A of the CBL Programme 2018 by removing the calculation of the Total Debt to Equity Ratio for subsequent Calculation Periods, and authorized the Bondholders' Representative to sign an amendment agreement to the CBL Programme 2018.

Third Agenda Item:The Meeting approved with 40,462 votes in favor (100.00% of those present), the amendment of clause 9.2.3 of the CBL Programme 2018 as follows: "throughout the Term Loan, the Financial Liabilities shall not exceed €1,900,000,000 for the remaining period until the Bond Maturity Date", and authorized the Bondholders' Representative to sign an amendment agreement to the CBL Programme 2018.

Athens, 26 April 2024

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GEK Terna Holding Real Estate Construction SA published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 08:55:07 UTC.