Terna Energy S A : Articles of Association of the TERNA ENERGY S.A.

ARTICLES OF ASSOCIATION

OF THE SOCIÉTÉ ANONYME UNDER THE NAME

"TERNA ENERGY INDUSTRIAL, COMMERCIAL AND TECHNICAL SOCIÉTÉ ANONYME"

WITH THE DISTINCTIVE TITLE "TERNA ENERGY S.A."

CHAPTER A

INCORPORATION - NAME - REGISTERED OFFICE - OBJECT - TERM

Article 1 Incorporation - Name

1. A Société Anonyme under the name "TERNA ENERGY INDUSTRIAL, COMMERCIAL AND TECHNICAL SOCIÉTÉ ANONYME" and the distinctive title "TERNA ENERGY S.A." is incorporated today.

2. For its relations and transactions in foreign countries, the name of the Company will be defined as "TERNA ENERGY S.A." .

Article 2 Registered Office

1. The Company shall have its registered office in the Municipality of Athens.
2. By virtue of the resolution of its Board of Directors, the Company may establish Branches and offices in other Domestic or Foreign cities. The same resolution of the Board of Directors shall determine the manner of operation, the nature and the extent of authority of the Branches and offices of the Company, as well as the rights and obligations of the Manager and their staff.
3. The Company shall be sued at its registered office for any dispute that may arise, unless otherwise provided for by law.

Article 3 Objective

The Object of the Company is :

1. The undertaking and execution of Technical Works of any nature, from Public, Municipal,
   Private and in general legal entities or organizations or corporations of any nature. The undertaking and execution, maintenance and operation of technical works any nature within the country or abroad whether a special Public Works Contractor's Degree of any category and class is required or not
2. The construction of multi-store buildings or other buildings for resale, on privately owned plots of the Company or plots belonging to third parties, by means of legal consideration
3. The manufacture and trading of all kinds of construction, road materials and generally aggregates
4. The Construction, Installation, Operation and Exploitation of Power and Thermal Energy Production Plants, in accordance with the provisions of Law 2244/1994 and Law 2773/1999 as in force today and as it may be amended in the future but also in accordance with any other provisions of laws under which the construction, installation, operation and exploitation of Power and Thermal Energy Production Plants is permitted
5. The purchase, sale, disposal and general transactions on electricity power, generated by power stations of either the Company and/or affiliated entities and/or third parties, in Greece or abroad, in accordance with the applicable legislation as in force.
6. The purchase, sale, procurement, trading of wind turbines, of productive equipment for photovoltaic parks, and in general of mechanical equipment for the generation of energy from renewable energy sources (RES), machinery, tools, products and any other equipment of Greek or foreign origin
7. The research of geothermal fields, their development and exploitation
8. The treatment of saline or brackish water for desalination for the purpose of trading drinkable water and / or irrigation
9. The management, process, utilization of solid and liquid waste, the exploitation and trade thereof as well as the provision of services in the above fields
10. The recovery, management, treatment and exploitation of reusable materials

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1. The provision of support, operation, maintenance and repair services for mechanical recycling, composting and utilization of solid waste units
2. The production, trade, management, process, utilization, exploitation and trade of biomass as well as the provision of services in the above fields
3. 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
4. The undertaking and execution of all kinds of designs, supervisions and research works
5. The merger with another Company or the absorption of other hereto related personal or corporate enterprises, or the contribution of a branch in an already existing company or a new company under incorporation.
6. For the fulfillment of the objects of the Company, it is possible to grant guarantees in favor of companies and, in general undertakings or Joint Ventures, in which the Company participates or with which it co-operates, in any way, providing all kinds of contractual and collateral securities
7. The trade of drugs and health products in Asian and European countries.

In order to achieve its objects, the Company may:

1. Participate or represent or co-operate in any manner with companies and undertakings in general, which have been established or will be established in the future, domestic or foreign, with the same or similar object.
2. To perform the above activities either on its behalf or on behalf of third parties receiving either commission or percentage or in partnership, or in co-operation with the said third parties natural or legal entities (Consortium, Joint-Venture).
3. To establish branches or offices at any location in Greece or abroad.

Article 4 Term

The term of the Company is set to one hundred and ten (110) years, starting from the date of the lawful incorporation of the Company and expiring on the respective date of the year 2059.

By means of resolution of the General Meeting of the Shareholders pursuant to the provisions of this Articles of Association, the said term of the Company may be prolonged or shortened, with the respective amendment of this Article.

CHAPTER B

SHARE CAPITAL - SHARES

Article 5 Share Capital

• The share capital of the Company, which was initially determined according to the Articles of Association to GRD 150,000,000 divided into 6,000 shares each of a nominal value of twenty five thousand Greek Drachmae (GRD 25,000) was increased, by virtue of the resolution of the General Meeting of the Shareholders dated on 14-8-1950 by the amount of GRD 300,000,000 which was paid in cash, with the issue of 12,000 new shares, each of a nominal value of GRD 25,000.
• The said share capital, which after the application of the provisions of law 2824/54 amounted to GRD 450,000, divided into 18,000 shares each of a nominal value of GRD 25, reached, after the readjustment performed in accordance with the Royal Decree 14/11/1956 the amount of GRD 885,000 divided into 18,000 shares each of a nominal value of GRD 49,166 and after the transfer from the extraordinary reserves of GRD 15,000 amounted to GRD 900,000 divided into 18,000 shares each of a nominal value of GRD 50.

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• By virtue of the resolution of the General Meeting of the Shareholders dated on 15-4-1957 the share capital was increased by the amount of GRD 100,000 which was paid in cash, with the issue of 2,000 shares each of a nominal value of GRD 50.
• By virtue of the resolution of the General Meeting of the Shareholders dated on 27-3-1959 and the application of Article 1 of the Royal Decree dated 28.3/5.4.1957, the share capital of the Company was set to GRD 1,000,000 divided into 1,000 shares each of a nominal value of GRD 1,000 and was fully paid in cash.
• By virtue of the resolution of the General Meeting of the Shareholders dated on 22-3-1962, the share capital was increased by the amount of GRD 800,000 which was paid in cash with the issue of 800 shares, each of a nominal value of GRD 1,000.
• By virtue of the resolution of the General Meeting of the Shareholders dated on 2-8-1968, the share capital was increased by the amount of GRD 5,400,000 which was paid in cash with the issue of 5,400 shares each of a nominal value of GRD 1,000.
• By virtue of the resolution of the General Meeting of the Shareholders dated on 8-5-1969, the share capital was increased in accordance with the provisions of Article 1 of Compulsory Act 148/1967 by the amount of GRD 9,720,000 which derived from: a) from the readjustment of the value of the Company's real estate which was depicted in its Balance Sheet, i.e. GRD 1,398,985, b) from the capitalization of a part of the extraordinary reserves of GRD 7,916,810 and c) from the capitalization of the special reserves provided for by Article 12 of the L.D. 2901/1954 of GRD 404,205 with the issue of 9,720 new shares each of a nominal value of GRD 1,000 (Off. Gazette 1315/12-12-1969).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 21-6-1971 the share capital was increased by the amount of GRD 6,768,000 with capitalization of the respective amount from the extraordinary reserves, pursuant to the provisions of Article 1 of Compulsory Act 148/1967 and with the issue of 6,768 new shares, each of a nominal value of GRD 1,000 (Off. Gazette 1325/26-7- 1971).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 14-7-1973 the share capital was increased by the amount of GRD 5,922,000 which was paid in cash with the issue of 5,922 new shares each of a nominal value of GRD 1,000 (Off. Gazette 1518/7-8-1973).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 30-6-1977, the share capital was increased by GRD 1,924,650, of which GRD 1,907,334 derived from the readjustment difference of the value of the Company's real estate in accordance with the provisions of Law 542/77 and the amount of GRD 17,316 was paid in cash and the nominal value of each share was set to GRD 1,065 instead of GRD 1,000. Thus the share capital amounted to GRD 31,534,650 divided into 29,610 shares each of a nominal value of GRD 1,065 fully paid in cash and in kind (Off. Gazette 3443/5-12- 1977).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 30-6-1979, the share capital was increased by GRD 2,426,070 of which the amount of GRD 2,353,995 derived from the net product of half of the dividend paid in accordance with the balance sheet of 31-12-1978 and the amount of GRD 72,075 was paid in cash, and with the issue of 2,278 new shares each of a nominal value of GRD 1,065 which were distributed to the Shareholders at a proportion of one (1) new share for thirteen (13) old ones.
• By virtue of the resolution of the General Meeting of the Shareholders dated on 30-6-1980, the share capital was increased by the amount of GRD 2,122,545 which was paid in cash out of the dividend of the balance sheet of 31-12-1979 and with the issue of 1,993 new shares each of a nominal value of GRD 1,065 which were distributed to the Shareholders at a proportion of one (1) new share for sixteen (16) old ones.
• By virtue of the resolution of the General Meeting of the Shareholders dated on 29-6-1981 the share capital was increased by the amount of GRD 21,514,435, which was paid in cash out of the dividend of the balance sheet of 31-12-1980 and with the increase of the nominal value of the share from GRD 1,065 to GRD 1,700 (Off. Gazette 3373/19-8-1981).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 15-11-1982 the share capital was increased by the amount of GRD 16,940,500 of which the amount of GRD 16,742,036.45 derived from the readjustment difference after the application of the provisions of Law 1249/82 and

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the amount of GRD 198,463.55 was paid in cash and the nominal value of the share was set to GRD 2,200 (Off. Gazette 4525/24-12-1982).

• By virtue of the resolution of the General Meeting of the Shareholders dated on 25-7-1983 the share capital was increased by the amount of GRD 14,907,200 which was paid in cash with the issue of 6,776 shares, each of a nominal value of GRD 2,200 (Off. Gazette 3157/19-12-1983).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 16-11-1983 the share capital was increased by the amount of GRD 25,555,200 which was paid in cash in three installments with the issue of 11,616 shares, each of a nominal value of GRD 2,200 (Off. Gazette 1227/16-5-1984).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 17-9-1984 the share capital was increased by the amount of GRD 37,210,800 which was paid in cash with the issue of 16,914 shares, each of a nominal value of GRD 2,200 (Off. Gazette 3197/23-11-1984 & 247/8-2-1985).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 15-3-1985 the share capital was increased by the amount of GRD 11,264,000 which was paid in cash with the issue of 5,120 shares, each of a nominal value of GRD 2,200 (Off. Gazette 921/23-4-1985).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 11-12-1987 the share capital was increased by the amount of GRD 268,400,000 with the issue of 122,000 shares each of a nominal value of 2,200 which were paid in cash. The payment of the said increase was not realized (Off. Gazette 162/29-1-1988).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 10-6-1988 the share capital was increased by the amount of GRD 232,025,200 which was paid in cash with the issue of 105,466 new shares each of a nominal value of GRD 2,200 (Off. Gazette 2645/1-8-1988).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 30-6-1989 the share capital was increased by the amount of GRD 16,612,200, with capitalization of a portion of the credit balance of the unearned increment of GRD 16,667,198 which derived after the readjustment of the value of the Company's real estate pursuant to the Joint Decision No E2665/84/88 of the Ministers of the National Finance and Economics, of a total amount of GRD 46,012,456 (plots GRD 14,081,038 and buildings GRD 31,931,418) and the set-off of losses on balance sheet of 31-12-1987 of GRD 29,345,258 and with the issue of 7,551 new shares each of a nominal value of GRD 2,200 (Off. Gazette 171/24-1- 1990).
• By virtue of the resolution of the General Meeting of the Shareholders dated on 30-6-1994 the share capital was increased by the amount of GRD 44,957,760 with capitalization of a portion of the credit balance of the unearned increment of GRD 45,456,242 which derived after the readjustment of the value of the Company's real estate pursuant to the Decision No E2065/92 of the Minister of Economics, of a total amount of GRD 45,401,244 (plots GRD 27,465,092, buildings 17,936,152) and the balance of the Decision No E2665/84/88 i.e. the amount of GRD 54,998 with the increase of the nominal value of the share from GRD 2,200 to GRD 2,440 (Off. Gazette 5236/12-9-1994).
• By virtue of the resolution of the Extraordinary General Meeting of the Shareholders dated on 31-12- 1998 the Share Capital of the Company is a new increased by SEVENTY THREE MILLION, ONE HUNDRED AND THIRTY ONE THOUSAND AND SIX HUNDRED AND EIGHTY GREEK DRACHMAE (GRD 73,131,680) with the capitalization of part of the reserves that derives from the readjustment of the value of real estate, pursuant to Law 2443/96, via the issue of 29,972 new ordinary registered shares each of a nominal value of GRD 2,440. These shares shall be distributed cost-free to the old Shareholders at a proportion of sixteen (16) new ordinary registered shares for one hundred (100) old ordinary registered shares.
• By virtue of the resolution of the Extraordinary General Meeting of the Shareholders dated on 26-02- 1999 the Share Capital of the Company was increased by ONE HUNDRED AND ELEVEN MILLION, SEVEN HUNDRED AND THIRTY THOUSAND AND SEVEN HUNDRED AND SIXTY GREEK DRACHMAE (GRD 111,730,760) with the said increase being realized in cash. Moreover, the same Extraordinary General Meeting unanimously resolved the decrease of the nominal value of the Company's share from two thousand four hundred and forty Greek Drachmae (GRD 2,440) to one thousand Greek drachmae (GRD 1,000) per one ordinary registered share with the exchange of one hundred (100) old registered shares with two hundred and forty four (244) new registered shares.

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• By virtue of the resolution of the Extraordinary General Meeting of the Shareholders dated on 10-05- 1999 the Share Capital of the Company was increased by FORTY NINE MILLION THREE HUNDRED AND SEVENTY NINE THOUSAND GREEK DRACHMAE (GRD 49,379,000) with the issue of FORTY NINE THOUSAND THREE HUNDRED AND SEVENTY NINE (49,379) new ordinary registered shares each of a value of GRD 1,000, paid in cash.
• By virtue of the resolution of the Extraordinary General Meeting of the Shareholders dated on 19-07- 1999 the Share Capital of the Company forty four million, one hundred and twenty seven thousand Greek Drachmae (GRD 44,127,000) with payment in cash and the issue of forty four thousand one hundred and twenty seven (44,127) new ordinary registered shares each of a nominal value of GRD 1,000 and offer price of two thousand two hundred and fifteen Greek Drachmae (GRD 2,215) per share. By virtue of the above resolution, the share capital of the Company amounted to seven hundred and thirty five million, four hundred and thirty nine thousand Greek Drachmae (GRD 735,439,000) fully paid as above and divided into seven hundred and thirty five thousand, four hundred and thirty nine (735,439) ordinary registered shares each of a nominal value of GRD 1,000.
• By virtue of the resolution of the Extraordinary General Meeting of the Company's Shareholders dated on 26-11-1999 and in accordance with Article 2 par. 2 of Law 2166/1993, the Share Capital of the Company which amounted to seven hundred and thirty five million, four hundred and thirty nine thousand Greek Drachmae (GRD 735,439,000) fully paid as above and divided into seven hundred and thirty five thousand, four hundred and thirty nine (735,439) ordinary registered shares with voting rights each of a nominal value of one thousand (1,000) GRD is increased by the amount contributed from the share capital of the Company being absorbed i.e. TERNA ENERGY S.A., which amounts to eight hundred and one million, nine hundred and sixty four thousand (801,964,000) divided into eight hundred and one thousand, nine hundred and sixty four (801,964) ordinary registered shares with voting rights, each of a nominal value of one thousand (1,000) GRD.
• By virtue of the resolution of the Extraordinary General Meeting of the Company's Shareholders dated on December 27th, of 1999 the share capital of the Company is a new increased by eighty six million, two hundred forty two thousand Greek Drachmae (GRD 86,242,000) with the issue of eighty six thousand two hundred and forty two (86,242) new ordinary registered shares, each of a nominal value of one thousand (1,000) GRD and offer price thirty five thousand Greek Drachmae (GRD 35,000).
• By virtue of the resolution of the Extraordinary General Meeting of the Company's Shareholders dated on January 24th, of 2000 it was resolved that the amount of four billion Greek drachmae (GRD 4,000,000,000) of Company's reserves would be capitalized with the issue of four million (4,000,000) new ordinary registered shares of the Company, each of a nominal value of one thousand (1,000) GRD , which shall be distributed cost free to the old Shareholders of the company at the proportion of their participation percentage in the share capital. Following the said increase the share capital amounts to a total of five billion, six hundred and twenty three million, six hundred and forty five thousand Greek Drachmae (5,623,645,000) divided into five million, six hundred and twenty three thousand, six hundred and forty five (5,623,645) ordinary registered shares with voting rights, each of a nominal value of one thousand Greek Drachmae (GRD 1,000).
• By virtue of the resolution of the Ordinary General Meeting of the Company's Shareholders dated on

June 30th, of 2001 it was resolved: (a) the confirmation-ratification of the resolution of the Extraordinary General Meeting of the Company dated on February 22nd , of 2001 for the listing of the Company's shares in the Main Market of the Athens Stock Exchange. (b) the revocation of the resolution of the above Extraordinary General Meeting only to the extent that concerns the increase of the share capital of the Company and (c) the Increase of the share capital of the Company that amounted to GRD 5,623,645,000, in accordance with Article 12 of Law 2842/2000 for the conversion of the share capital and the nominal value of each share to Euro and the rounding up of the said value. The share capital of the Company is increased by GRD 125,126,102 or Euro 367,207.93 with the parallel increase of the nominal value of each share from GRD 1,000 per share to 1,022.25 GRD or Euro 3 per share. The increase of the share capital was realized via the capitalization of part of the reserves that derives from the difference of issue of shares above par based on the provisions of Law 2065/92 i.e. the amount of GRD 125,126,102 or Euro 367,207.93. After its last alteration, the share capital of the Company amounts today to five billion, seven hundred and forty eight million, seven hundred and

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