GEK Terna (GEKTERNA) Corporate presentation summary

Strategic transaction overview

• Announced sale of 36.6% stake in TERNA ENERGY to Masdar for €880 million, valuing TERNA ENERGY at €2.4 billion equity and €3.2 billion enterprise value.

• Masdar will launch a mandatory tender offer to acquire all remaining shares, aiming for 100% ownership.

• Transaction aligns with a strategy to focus on infrastructure and accelerate growth in Greece and Southeast Europe.

• Proceeds will be redeployed into high-return infrastructure projects, supporting EU net zero goals.

• TERNA ENERGY will play a key role in Masdar’s European expansion toward a 100GW global renewables target by 2030.

Transaction structure and conditions

• Sale subject to regulatory approvals, third-party consents, and shareholder approval, with closing expected in 4-6 months.

• Price set at €20 per share, with adjustments for certain events during the interim period.

• Irrevocable undertakings from key TERNA ENERGY shareholders ensure Masdar will acquire at least 67% at closing.

• Non-core assets will be transferred to GEK TERNA before or after closing, with fair value determined by an auditor.

• Non-compete obligation restricts GEK TERNA from renewables activities in Greece, Poland, and Bulgaria for three years post-closing, with certain exemptions.

Financial impact and redeployment of capital

• Transaction crystallizes value from 27 years of renewables investment, with over €160 million net proceeds previously received.

• Proceeds will strengthen balance sheet, increase investment capacity, and accelerate dividend distributions.

• Group pro-forma net debt expected to be near zero, providing significant firepower for new projects.

• Cash distributions from TERNA ENERGY would have accounted for less than 10% of anticipated inflows for 2024-2028.

• Focus shifts to €40-50 billion Greek infrastructure market, with €8-10 billion in near-term project pipeline.