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Terna

Capital/Financing Update Sep 29, 2025

4300_rns_2025-09-29_8c7230fd-ea0f-4ba0-9fb9-10cb4eb71878.pdf

Capital/Financing Update

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"GEK TERNA S.A."

ANNOUNCEMENT

THE BOARD OF DIRECTORS OF GEK TERNA S.A.

EXTENDS ITS GRATITUDE

to investors, for their response to the recent Public Offering of the Bonds of the company "GEK TERNA S.A." (hereinafter the "Company" or the "Issuer") which will be admitted for trading in the Fixed Income Securities Segment of the Regulated Market of the Athens Stock Exchange (hereinafter the "ATHEX").

We would also like to commend for their services,

THE JOINT COORDINATORS AND BOOKRUNNERS OF THE PUBLIC OFFERING

as well as the auditing firm "Grant Thornton Chartered Accountants and Management Consultants Societe Anonyme" and the law firm "POTAMITIS VEKRIS", which acted on behalf of the Issue Advisors and Joint Coordinators and Bookrunners.

The Board of Directors of the Issuer announces that the proceeds of the Public Offering from the issue of the common bond loan (hereinafter the "CBL" and the "Issue") amount to €500 million. The final costs for the Issue (incl. VAT where applicable) amounted to €12.3 million and will be deducted from the total proceeds raised from the Issue. As such, the proceeds raised amount to the net amount of €487.7 million. The

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT INTENDED TO AND SHALL NOT BE DISTRIBUTED, IN WHOLE OR IN PART, IN ANY COUNTRY WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF SUCH INFORMATION IS CONTRARY TO THE APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE A LICENSE OR REGISTRATION TO THAT END. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH AN OFFER IS UNLAWFUL.

certification of the payment of the proceeds raised from the Issue was made by the Board of Directors of the Company on 29.09.2025, based on the respective certification by a certified auditor.

The net proceeds will be used by the Company as follows:

(A) Amount up to €243.85 million, for the period from 30.09.2025 – 29.09.2032, for financing the business activities of the Issuer and/or Subsidiaries, and/or other companies or joint ventures in which the Issuer and/or Group companies participate, which will be allocated through capital increase and/or borrowing, as outlined below in:

(a) existing and/or new infrastructure and/or energy projects, including projects implemented and/or undertaken through concession agreements and/or Public-Private Partnerships (PPPs), and/or investments in the sectors of mining/industrial activities and real estate. Indicatively, the above projects may relate to highways, ports, airports, tunnels, renewable energy projects, electricity generation units, natural gas storage units, water supply and irrigation projects, defense infrastructure projects, waste management projects, circular economy and social infrastructure projects, projects for the development of a wide range of activities (hotels, commercial uses, conference centers), real estate or real estate development, or other projects related to the above-mentioned fields, and

(b) acquisition of shares in companies, as well as the acquisition of companies operating in sectors similar to or related to the sectors in which the Company and/or Subsidiaries and/or other companies in which the Company participates are already active, or companies operating in sectors mentioned in paragraph (a) above.

Funds not used in accordance with the use described in (A) may be used, upon a decision by the Company's Board of Directors, at any time until the Redemption Date of the Bond Loan (i.e. on 29.09.2032) - in accordance with the use described in (B).

(B) Amount up to €243.85 million, for the period from 30.09.2025 – 29.09.2032, for the repayment of borrowings of the Issuer and/or subsidiaries, to which the funds will be allocated through capital increase and/or borrowing. It is clarified that the funds raised will not be used for the repayment of existing borrowings provided by the Issuance Advisors, Lead Coordinators, and Managers.

Funds not used in accordance with the use described in (B) may be used, upon a decision by the Company's Board of Directors, at any time until the Redemption Date of the Bond Loan (i.e. on 29.09.2032) - in accordance with the use described in (A).

The funds raised from the issue of the CBL, until their full allocation, will be invested in short-term low-risk placements, such as time deposits, current accounts, and repurchase agreements.

Further details are included in section 4.1.2 "Reasons of the Issue of the CBL and Use of Proceeds" of the Prospectus dated 16.09.2025.

The Company will disclose information regarding the use of the funds raised from the issue of the CBL until the final allocation of the raised funds, in accordance with the provisions of decisions 10A/1038/30.10.2024 and 8/754/14.04.2016 of the Board of Directors of the Hellenic Capital Market Commission and the applicable legislation, as in force from time to time. Furthermore, the Issuer, for any changes in the use of the raised funds, as well as for any additional relevant information, will comply with the provisions of Article 22 of Law

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT INTENDED TO AND SHALL NOT BE DISTRIBUTED, IN WHOLE OR IN PART, IN ANY COUNTRY WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF SUCH INFORMATION IS CONTRARY TO THE APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE A LICENSE OR REGISTRATION TO THAT END. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH AN OFFER IS UNLAWFUL.

4706/2020, as in force, and will inform the investment public, the shareholders, the Hellenic Capital Market Commission, and the Board of Directors of ATHEX, in accordance with the applicable provisions of the capital markets legislation and the applicable legislation.

On 15.09.2025, ATHEX approved the admission of the Bonds for trading in the Fixed Income Securities Segment of the Regulated Market of the ATHEX, subject to the approval of the Prospectus by the Hellenic Capital Market Commission and the successful completion of the Public Offering of the Bonds of the Issuer.

Τhe Bonds are in a dematerialized form and will be credited in the investor share and the Securities Account held by each beneficiary with the Dematerialized Securities System, pursuant to the details provided in the Subscription Application. The final registration of the Bonds in the Securities Accounts of the beneficiaries in the Dematerialized Securities System will be completed on 29.09.2025.

ON 30 SEPTEMBER 2025

THE TRADING OF THE 500,000 BONDS ON THE FIXED INCOME SEGMENT OF THE REGULATED MARKET OF THE ATHENS STOCK EXCHANGE COMMENCES

The ticker symbol of the Bond is "ΓΕΚΤΕΡΝΑΟ4" in Greek and "GEKTERNAB4" in latin font. The commencement trading price of the Company's Bonds is €1,000 per Bond, namely 100% of the nominal value.

Athens, 29.09.2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT INTENDED TO AND SHALL NOT BE DISTRIBUTED, IN WHOLE OR IN PART, IN ANY COUNTRY WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF SUCH INFORMATION IS CONTRARY TO THE APPLICABLE LAWS OR REGULATIONS OR WOULD REQUIRE A LICENSE OR REGISTRATION TO THAT END. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH AN OFFER IS UNLAWFUL.

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