Information regarding the resolutions of the repeat Bondholders Meeting of the CBL 2019

TERNA ENERGY FINANCE S.A (hereinafter, the “Company”)

Information regarding the resolutions of the repeat Bondholders Meeting of the common bond loan of an amount of €150,000,000 of the Company (hereinafter, the “CBL”)

The Company announces that on 25η November 2022 the repeat Meeting of the Bondholders of the bond loan issued pursuant to the Common Bond Loan Programme of an amount up to €150,000,000 and Agreement on Appointment of the Bondholder Agent, dated 10.10.2019 (hereinafter, “CBL Program”), which had been held at the offices of the Bondholders' Agent, Hellenic Central Securities Depository S.A, located at 110, Athinon Avenue, 104 42 Athens, in which the Bondholders were allowed to attend by real-time videoconference in accordance with the provision of Article 125 par. 1 of Law 4548/2018, took place in accordance with the invitation to a Meeting of the Bondholders of the CBL dated 11.11.2022.

Bondholders representing 41,462 bonds, out of 150,000 bonds in total, i.e 27.64% of the total outstanding principal amount of the CBL at the time of the Meeting, participated in the repeat Meeting, either in person or by proxy. The sole item of the agenda was voted in favor by Bondholders representing 41,462 bonds, i.e. 100% of the bonds represented during the repeat Meeting.

In particular, the repeat Bondholders Meeting of the CBL resolved the following:

On the sole item of the agenda, the repeat Meeting granted the Bondholders' consent to the change of use of the amount of €10,767,000 of the proceeds as follows:

  • Pursuant to clause 3.1 of the CBL Program and the Prospectus dated 10.10.2019, the amount of €56,000,000 would be allocated for the construction of 14 wind farms in Greece, with a total capacity of 218 MW, by the Guarantor or its subsidiaries (either through an intragroup loan from the Guarantor to the subsidiaries or through an increase in the share capital of the subsidiaries by the Guarantor) during the period 2019-2022. In particular, the amount of €10,767,000 would be allocated for the construction by the Guarantor of four (4) wind farms (prefecture of Evritania) in the Region of Central Greece (former Prefecture of Evritania and Fthiotida) with a total installed capacity of 66.6 MW.
  • The requested Bondholders' consent concerns the expansion and extension of the use of the aforementioned amount of €10,767,000, to be allocated for the construction by the subsidiaries of the Guarantor of wind farms in the wider Greek national territory until 31.3.2023.

Accordingly, the grant of Bondholders' consent is requested for the amendment of Clause 3.1 of the CBL Program as follows:

"3.1 The proceeds of the Bond Loan will be used as described in detail in section "Grounds for the issuance of the CBL and Purpose of Proceeds" of the Prospectus, in conjunction with the resolution of the Bondholders' Meeting dated 25/11/2022".

 

Athens, 25 November 2022


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