The Public Power Corporation S.A. (the “Company”), the Advisor to the Greek Public Offering and the Placement Coordinators of the Greek Public Offering (as defined below), announce, in accordance with, among other things, Circular No. 23/22.06.2004 of the Hellenic Capital Market Commission, the following:
1. Pursuant to the Company’s announcement dated May 20, 2026, the Company’s Board of Directors has decided to accept offers for New Shares (as defined below) totaling €4.25 billion through the issuance of a total of 228,126,677 new, common, registered, dematerialized, voting shares, with a par value of €2.48 each, issued by the Company (the “New Shares”), which were ultimately offered through the Combined Offering (as defined below) at a price of €18.63 per New Share (the “Offering Price”), as part of the Company’s share capital increase, as specifically set forth in its announcements dated May 18, 2026 (the “Share Capital Increase”).
The Offering Price is the same for the Greek Public Offering and the Institutional Offering (as defined below).
2. The New Shares were offered concurrently through:
(i) a public offering in Greece to Retail Investors and Qualified Investors, in accordance with Article 1.4.db) of Regulation (EU) No. 1127/2019, as in force (the “Regulation”) (the “Greek Public Offering”) with a priority right to the allocation of New Shares to the Company’s existing shareholders upon the commencement of trading of the Company’s existing shares on Euronext Athens on May 18, 2026, in accordance with the Company’s share register, which is maintained electronically through Euronext Securities Athens S.A. (for this purpose, the “Record Date” and such shareholders, the “Priority Investors”) in a proportion not exceeding the percentage of existing shareholders’ participation in the Company’s share capital as of the Record Date, so that they may maintain up to the same percentage of ownership following the Share Capital Increase (the “Priority Allocation”), provided they participated in the Greek Public Offering (the “Priority Allocation Right”), and
(ii) a private placement outside Greece, and in any case subject to existing exemptions from applicable prospectus requirements (the “Institutional Offering” and, together with the Greek Public Offering, the “Combined Offering”).
3. In connection with the Greek Public Offering, National Bank of Greece S.A. acted as Lead Manager, and National Bank of Greece S.A., Alpha Bank S.A., Eurobank S.A., Piraeus Bank S.A., Euroxx Securities S.A., AXIA Ventures Group Ltd., Optima Bank S.A., Credia Bank S.A., Pantelakis Securities S.A., and Ambrosia Capital Hellas Single-Member S.A. acted as Placement Coordinators.
In connection with the Institutional Offering, Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, and J.P. Morgan SE acted as Joint Global Coordinators and Joint Bookrunners; BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft, Morgan Stanley Europe SE, and UBS Europe SE acted as Lead Joint Bookrunners, Barclays Bank Ireland PLC, BNP PARIBAS, Jefferies GmbH, Mediobanca – Banca di Credito Finanziario S.p.A., Société Générale, and UniCredit Bank GmbH, Milan Branch, acted as Co-Bookrunners, and National Bank of Greece S.A., Alpha Bank S.A., Eurobank S.A., Piraeus Bank S.A., Euroxx Securities S.A., AXIA Ventures Group Ltd., Optima Bank S.A., Credia Bank S.A., Pantelakis Securities S.A., and Ambrosia Capital Hellas Single-Member S.A. acted as Joint Bookrunners.
4. The Combined Offering period ended on May 20, 2026.
5. The total valid demand at the Offering Price expressed by investors participating in the Combined Offering amounted to 954,304,188 shares, corresponding to €17.8 billion, thus exceeding the amount of approximately €4 billion, which the Company had initially set as its target, by approximately 4.4 times. Specifically, taking into account only the valid subscriptions to the Combined Offering:
i) total demand in the Greek Public Offering amounted to 58,744,161 shares, corresponding to €1,094.4 million, and is broken down as follows:
a) 22,660,398 shares were requested by Retail Investors, corresponding to €422.16 million (based on the Offering Price),
b) 36,083,763 shares were subscribed by Qualified Investors, corresponding to €672.24 million (based on the Offering Price),
ii) Total demand in the Institutional Offering amounted to 895,560,027 shares, corresponding to €16.7 billion (based on the Offering Price)
6. In the context of the Institutional Offering, shares were allocated
(i) to the Greek State, legally represented by the Minister of National Economy and Finance, 69,180,631 New Shares, corresponding to approximately 30.33% of the New Shares, at the Offering Price; and
(ii) to Aeolus Holdings S.à r.l., an entity owned by funds advised by CVC Advisers Greece S.A. and/or entities affiliated with it, 64,412238 New Shares, corresponding to approximately 28.24% of the New Shares, at the Offering Price (collectively, the “Cornerstone New Shares,” and the New Shares offered through the Combined Offering, after deducting the Cornerstone New Shares, the “Combined Offering New Shares”).
7. The 94,533,808 Combined Offering New Shares were ultimately allocated between the Greek Public Offering and the Institutional Offering as follows:
(i) 16,327,146 New Shares (corresponding to approximately 17.3% of the total Combined Offering New Shares) were allocated to Retail Investors and Qualified Investors who participated in the Greek Public Offering. Existing shareholders as of the Record Date who participated in the Greek Public Offering were entitled to Priority Allocation.
(ii) 78,206,662 New Shares (corresponding to approximately 82.7% of the total New Shares in the Combined Offering) were allocated to investors who participated in the Institutional Offering. Existing shareholders who participated in the Institutional Offering were not entitled to a Priority Allocation. Existing shareholders who participated in both the Greek Public Offering and the Institutional Offering did not have the Right of Priority Allocation in the Greek Public Offering.
8. The 16,327146 New Shares that were ultimately allocated in the Greek Public Offering, and which represent approximately 17.3% of the total New Shares of the Combined Offering (the “New Shares of the Greek Public Offering”), were allocated, in accordance with the decision of the Company’s Board of Directors dated May 25, 2026, and as set forth in the document dated May 18,2026 Document of Annex IX to the Regulation prepared by the Company (the “Document”), based on the valid demand expressed at the Offering Price, as follows:
(a) 13,892,947 New Greek Public Offering Shares, representing approximately 85.1% of the New Greek Public Offering Shares, to Priority Investors.
(b) the remaining 2,434,199 New Shares of the Greek Public Offering, representing approximately 14.9% of the New Shares of the Greek Public Offering, were allocated both to existing shareholders who subscribed for an excess amount or did not have the Priority Allocation Right because they participated in both the Greek Public Offering and the Institutional Offering, as well as to new investors, following the pro rata allocation of New Shares from the Greek Public Offering, which were not allocated on the basis of Priority Allocation.
Furthermore, it is clarified that 8,940,352 New Shares of the Greek Public Offering, i.e., 54.76% of the New Shares of the Greek Public Offering, were allocated to Qualified Investors and 7,386,794 New Shares of the Greek Public Offering, i.e., 45.24% of the New Shares of the Greek Public Offering, to Retail Investors.
9. As a result of the foregoing, by the decision of the Company’s Board of Directors dated May 25, 2026, it was confirmed, in accordance with the provisions of Article 20 of Law 4548/2018, the certification of the timely and full payment of the total amount of the Share Capital Increase.
10. Consequently, the Company’s share capital increased by €565,754,158.96 through the issuance of the New Shares, while the difference between the par value of the New Shares and their Offering Price, amounting to €3,684,245,833.55, will be credited to the Company’s equity account “Share Premium.”
Consequently, the Company’s share capital amounts to €1,481,543,758.96, divided into 597,396,677 common, registered, voting shares, each with a par value of €2.48.
11. The Placement Coordinators did not undertake any commitment to purchase any unsold New Shares nor did they submit subscription applications in the Greek Public Offering for their own account, with the exception of:
• Eurobank S.A., to which 20,784 New Shares were allocated,
• Euroxx Securities S.A., to which 1,044,030 New Shares were allocated (of which 1,027,748 New Shares were due to unsettled transactions),
• Optima Bank S.A., to which 83,445 New Shares were allocated.
12. The Company’s total proceeds raised from the Combined Offering, before deducting the expenses of the Combined Offering, amount to approximately €4.250 million (228,126,677 New Shares at the Offering Price).
13. The net proceeds raised from the Combined Offering, after deducting estimated issuance expenses of approximately €128.00 million (excluding VAT), amounted to approximately €4,122.0 million and will be used by the Company to advance the implementation of its strategic business plan and to finance part of its investment program amounting to approximately €24.2 billion.
14. The crediting of the New Shares to the securities accounts of the beneficiaries is expected to be completed on May 25, 2026, and trading on Euronext Athens is expected to commence on May 26, 2026.
New shares to begin trading on May 26
The company named Public Power Corporation S.A. (hereinafter the “Company” or “PPC”) announces that as of May 26,2026, trading will commence on the Regulated Market of Euronext Athens of 228,126,677 new common registered voting dematerialized shares of the Company, with a par value of €2.48 each (the “New Shares”), issued in connection with the Company’s share capital increase carried out through a cash payment and the waiver of preemptive rights by the Company’s existing shareholders via a) a public offering in Greece, in accordance with Article 1.4.(db) of Regulation (EU) 2017/1129, as in force (the “Public Offering”), and (b) through a private placement outside Greece, in accordance with the applicable exemptions from the obligation to publish or use a prospectus on a cross-border basis, as provided for in Regulation (EU) 2017/1129 and/or other provisions of national law in the relevant jurisdictions, including the United States of America pursuant to Rule 144A (the “Institutional Offering” and, together with the Public Offering, the “Combined Offering”), in accordance with the decision of the Company’s Board of Directors dated May 16,2026, following the authorization granted to it pursuant to the resolution of the Extraordinary General Meeting of the Company’s shareholders dated May 14, 2026 (the “Capital Increase”).
Following the Increase, the Company’s share capital amounts to €1,481,543,758.96, divided into 597,396,677 common, registered, voting shares, with a par value of €2.48 each. Pursuant to its resolution dated May 25, 2026, the Company’s Board of Directors certified the full payment of the amount of the Capital Increase.
Euronext Athens, at its meeting on May 25, 2026, approved the listing of the New Shares for trading on the Regulated Market of Euronext Athens.
The New Shares will be credited to the shares and securities accounts of shareholders held in the dematerialized securities system on the date trading commences.
The net proceeds raised through the Offering amount to approximately €4.122 million (compared to total proceeds of approximately €4,250 million after deducting issuance expenses of approximately €128 million), will be used, as described in Section VII. “Reasons for the Offering and Use of Proceeds” of the document dated May 18, 2026, containing the information specified in Annex IX of Regulation (EU) 2017/1129 (the “Annex IX Document”), by PPC and/or other Group companies or by existing and future joint ventures, from 2026 to 2030, as follows:
a) as part of the approximately €16.7 billion that the Company has budgeted for capital expenditures in its consolidated business operations (including renewables, supply, flexible generation, and other activities) through 2030, including investments in solar, wind, hydroelectric power, storage, and CCGT in Greece, Romania, and other markets in Southeast Europe, with the goal of achieving a total installed capacity of 24.3 GW by 2030,
b) as part of the approximately €1.2 billion the Company has budgeted for capital expenditures in Phase I of the data center development in Kozani, with the goal of having 300 MW of capacity operational by the end of 2028,
c) as part of the approximately €1.6 billion for other investments, including telecommunications, digitalization, and electromobility, and
(d) to the extent reasonably necessary and only up to amounts that do not constitute material items in relation to the Group’s financial position, for other general corporate and investment purposes, including the potential to capitalize on attractive opportunities in the energy and technology sectors.
The capital expenditures listed under (a), (b), and (c) above are intended to be allocated to the relevant projects in the chronological order in which such projects are implemented, at the Company’s discretion following the completion of the Capital Increase.
In accordance with the provisions of Section VII. “Reasons for the Issuance and Use of Proceeds” of Annex IX, in the event that the net proceeds of the Combined Offering are allocated to the above through a Group company (other than the Company), a joint venture, or a special purpose vehicle, such allocation will be made through a capital contribution or through an intra-group loan to the specific entity from PPC, or by any other lawful means.
Pending the final utilization of the proceeds as described above, the Company may choose to use them for routine cash management, risk hedging, and cash management activities in the course of its ordinary business, or to temporarily invest them in cash equivalents, time deposits, securities, government bonds, or other products with high credit ratings.
Furthermore, on May 25, 2026, the sale of 13,419,217 treasury shares was completed, representing approximately 3.63% of the Company’s paid-in share capital prior to the Capital Increase, at a price of €18.63 per share and a total value of approximately €250 million.
The transaction was executed over-the-counter (OTC) through a private placement. Following the above transaction, the Company holds a total of 9,563,648 treasury shares, representing 1.6% of its total shares, as determined following the successful completion of the Capital Increase.