Share Bonus Program - Announcement for the amendment of Article 5 of the Articles of Association  

"TERNA ENERGY S.A." informs the investment community that, on 02.02.2023, it was registered in the General Commercial Register (G.E.M.I.) with Registration Code 3432087, the extract from 18.01.2023 of the minutes of the Board of Directors of the anonymous company with the name "TERNA ENERGY S.A." and GEMI number 312701000, according to which it was decided to increase the Share Capital of the company and to amend the relevant article 5 (Share Capital) of its Articles of Association, following the 16.12.2020 decision of the Extraordinary General Meeting of the shareholders of the company and authorized the Board of Directors of the Company.

Following the above, it was unanimously decided to increase the Company's Share Capital by the amount of Three Hundred Sixty Thousand Euros (¤360,000.00) by issuing One Million Two Hundred Thousand (1,200,000) new voting registered shares, with a nominal value of thirty euro cents (¤0.30) each, with capitalization of reserves from the issue of shares at a premium to Executive Members of the Board of Directors and senior management of the Company, in accordance with the approved Shares Bonus program.

As a result of the issuance of the above shares, the Company's share capital amounts to Thirty-Five Million One Hundred Sixteen Thousand Five Hundred Twenty-Seven Euros (¤35,116,527) and is divided into one hundred and seventeen million fifty-five thousand and ninety (117,055,090) common voting shares registered shares, with a nominal value of thirty euro cents (¤0.30) each.

Recall that, by the decision of the Extraordinary General Meeting of the Company's shareholders dated 16.12.2020, it was decided to distribute up to two million five hundred thousand (2,500,000) new shares to be issued with capitalization of reserves from the issue of premium shares and will be distributed free of charge to Executive Members of the Board of Directors and senior executives of the Company due to their contribution to the implementation of new projects and the achievement of financial goals, as well as to the increase of the Company's profitability within the three-year period 01.01.2021 - 31.12.2023 and provided authorization to the Board of Directors to take any appropriate action to implement the decision and determine the terms of disposal. The approved Stock Awards Program was subsequently incorporated into the Company's Remuneration Policy.

For the offer of the above shares, the publication of a Prospectus or Form is not required as it falls under the exception of article 1, par. 4, point (b) of Regulation (EU) 2017/1129, as the offer is addressed to less than fifty (50) Executive Members of the Board of Directors and senior management officers of the Company and since their disposal is free of charge. In addition, the introduction of the 1,200,000 new shares that will be issued represent 1.04% of the number of shares of the same category that are already listed also for trading on the Stock Exchange market, which falls under the exception of publication of a Prospectus of article 1, par. 5, para. (h) of Regulation (EU) 2017/1129.

The Company will promptly inform the Investors after the approval decision of the Corporate Transactions Committee of the ATHEX.