TERNA ENERGY S.A.

ANNOUNCEMENT OF DRAFT AMENDMENT OF ARTICLES 3 ?Objective? and 5 ?Share Capital? OF THE ARTICLES OF ASSOCIATION

TERNA ENERGY informs the Investors, according to the article 19 par. 2 of the L.3556/2007 and the Athens Stock Exchange Regulation, about the proposed amendment of the Articles of Association in view of the Company's upcoming Ordinary General Assembly that will take place on April 28, 2015

Article 3   Objective

It is proposed that Article 3 is supplemented by the following paragraph:

“The independent participation and / or cooperation of any kind in any type of legal entities, companies and joint ventures, local or foreign, in Greece or abroad, for the financing,  designing, construction, management, development, operation and exploitation of all types of works and facilities, self-financed or co-financed, including concession projects and PPPs, as well as the provision of maintenance, technical operation and management services and any services pertaining to the above”

This expansion is necessary for the new activities which the Company is interested to undertake in the future, with a view to its further development and growth.

It is noted that the expansion does not alter the main activities of the company, but it supplements, specifies, enriches and clarifies its existing scope of business.

Article 5    Share Capital

It is proposed that paragraph 1 of article 5, is supplemented as follows:

“By virtue of the resolution of the Ordinary General Assembly of the Shareholders dated April 28, 2015 it was resolved the increase of the Company's share capital by the amount of nine million eight hundred and thirty eight thousand two hundred and ninety six euro (9,838,296.00 €) with capitalization of part of the special share premium reserve with increase of the nominal value per share from thirty cents of a euro (0.30€) to thirty nine cents of a euro (0.39€) and at the same time the decrease of the Company's share capital by the amount of nine million eight hundred and thirty eight thousand two hundred and ninety six euro (9,838,296.00 €) with decrease of the nominal value per share from thirty nine cents of a euro (0.39€) to thirty cents of a euro (0.30€) and the return of the relevant decrease to shareholders.

Following the above the Company's share capital amounts to a total of thirty two million seven hundred and ninety four thousand three hundred twenty euro (32,794,320.00 €) divided into one hundred and nine million three hundred fourteen thousand and four hundred (109,314,400) common registered voting shares, with a nominal value of thirty cents of a euro (0.30€) each.”

Paragraphs 2,3 and 4 of the article 5 remain as currently in force.