MOTOR OIL (HELLAS) CORINTH REFINERIES SA

Announcement of Business Developments: Agreement between MOTOR OIL and GEK TERNA for the establishment of a joint venture

MOTOR OIL (HELLAS) CORINTH REFINERIES S.A. (hereinafter “MOTOR OIL”) and GEK TERNA S.A. (hereinafter “GEK TERNA”) announce to the investment public, in accordance with the provisions of Regulation (EU) 596/2014 and its delegated implementing acts, as well as Greek Law 3556/2007 regarding the disclosure of regulated information, that on 10 July 2025 they signed a binding agreement for the establishment of a joint venture, through the contribution of assets by both companies, which (the joint venture) will operate in the markets of power generation from  natural gas thermal plants and supply of electricity and natural gas (hereinafter the “Transaction”). More specifically, the two companies shall contribute the following assets to the joint venture:

(A) MOTOR OIL shall contribute:

- its 100% stake in NRG SUPPLY AND TRADING SINGLE MEMBER ENERGY S.A. (excluding the activities of electromobility (InCharge) and micro-mobility (Automotive Solutions)),

- its 50% stake in THERMOILEKTRIKI KOMOTINIS ANONYMI ETAIREIA (hereinafter “KOMOTINI”) and 50% of the relevant shareholder loans to KOMOTINI, and

- a cash amount of 79,000,000 euro, as this amount will be finalized upon completion of the Transaction and in accordance with the specific terms of the Transaction.

(B) GEK TERNA shall contribute, partly directly and partly indirectly, through a 100% subsidiary thereof:

- its 100% stake in HERON S.A. ENERGEIAKON YPIRESION (excluding the energy trading activities abroad, the aggregator services of producers from renewable energy sources (FoSE), the electromobility services and other ancillary services, and the services of power generation from renewable energy sources and electricity storage), and

- its 50% stake in KOMOTINI and 50% of the relevant shareholder loans to KOMOTINI.

MOTOR OIL shall receive 50% of the shares in the joint venture. GEK TERNA shall receive 50% of the shares in the joint venture plus (directly and indirectly, through a 100% subsidiary of GEK TERNA) cash, of a total amount of approximately 128,000,000 euro, which includes the above amount of 79,000,000 euro, as well as additional amounts that will be received as permitted leakage (subject to the completion of the relevant due diligence exercise).

The Transaction, which is expected to be completed in early 2026, is subject to the satisfaction of customary conditions, including the approval by the competent competition authorities and the Regulatory Authority for Energy, Waste & Water, as well as the General Meetings of the shareholders of the two companies.

The two companies shall inform the investment public of any significant development or new information. A presentation shall be available on the websites of the two companies.