Terna — AGM Information 2017

May 2, 2017

Summary of the resolutions and of voting on the items on the agenda of TERNA S.p.A.'s Ordinary Shareholders' Meeting on April 27, 2017

TERNA S.p.A.'s Shareholders' Meeting, held on single call on April 27, 2017 for the ordinary session at the TERNA Auditorium at Piazza Giuseppe Frua no. 2, Rome, on the items on the agenda resolved as follows.

1. Financial Statement as of December 31, 2016. Reports by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related resolutions. Presentation of the Consolidated Financial Statement as of December 31, 2016

The Shareholders' Meeting approved TERNA S.p.A.'s financial statements at December 31, 2016, acknowledging the data of the TERNA Group's consolidated financial statements, also at December 31, 2016, which closed with a net profit for the Group of € 633.1 million.

No. 1,286 shareholders (no. 10 of which in person and no. 1,276 by proxy) were present at the vote, for a total of no. 1,279,383,203 ordinary shares (63.651159% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
In favour	1,258,550,283	98.371643
Against	14,917,363	1.165981
Abstentions	957,946	0.074876
Not voting	4,957,611	0.387500
Total	1,279,383,203	100.000000

2. Allocation of the net income of the fiscal year

On the proposal of the Board of Directors, the Shareholders' Meeting resolved:

• to allocate TERNA S.p.A.'s 2016 net profit, of € 535,483,732.96 as follows:
• € 144,920,423.20 to cover the interim dividend paid on 23 November 2016;
• € 269,137,928.80 as a final dividend to be distributed in the amount of € 0.1339 for each one of the 2,009,992,000 ordinary shares outstanding to be paid – gross of any withholdings according to the law – on 21 June 2017, with "registration date" of coupon no. 26 on 19 June 2017 (record date, pursuant to Art. 83-terdecies of Italian Legislative Decree no. 58 of 24 February 1998: 20 June 2017);
• € 121,425,380.96 as balance brought forward.

No. 1,286 shareholders (no. 10 of which in person and no. 1,276 by proxy) were present at the vote, for a total of no. 1,279,383,203 ordinary shares (equal to 63.651159 % of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
In favour	1,264,631,786	98.846990
Against	8,836,629	0.690694
Abstentions	957,177	0.074816
Not voting	4,957,611	0.387500
Total	1,279,383,203	100.000000

3. Determination of the number of members and term of office of the Board of Directors

On the proposal of the Shareholder CDP Reti S.p.A., regarding the number of Board Members and the term of office of the Board of Directors, the Ordinary Meeting resolved to establish the number of 9 members for the Board of Directors and the term of office of three years (2017, 2018 and 2019) for the Board of Directors, therefore until approval of the 2019 financial statements.

No. 1,285 shareholders (no. 9 of which in person and no. 1,276 by proxy) were present at the vote, for a total of no. 1,279,376,203 ordinary shares (equal to 63.650811% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
In favour	1,274,436,357	99.613886
Against	2,104,042	0.164458
Abstentions	1,554,804	0.121528
Not voting	1,281,000	0.100127
Total	1,279,376,203	100.000000

4. Appointment of the members of the Board of Directors

Regarding appointment of the members to the Board of Directors, the following lists of candidates were submitted by the Shareholders for voting by the Ordinary Meeting:

List no. 1, submitted by the Shareholder CPD Reti S.p.A., representing a total of 29.851% of TERNA S.p.A.'s share capital, which comprised the following candidates listed according to a progressive number:

• 1. Catia Bastioli (*);
• 1. Luigi Ferraris;
• 1. Elena Vasco (**);
• 1. Yunpeng He;
• 1. Fabio Corsico (**);
• 1. Stefano Saglia (**).

List no. 2 submitted by a group of shareholders made up of asset management companies and other institutional investors representing a total of 1.667% % of TERNA S.p.A.'s share capital, which comprised the following candidates listed according to a progressive number:

• 1. Luca Dal Fabbro (**);
• 1. Gabriella Porcelli (**);
• 1. Paola Giannotti (**).

(*) Director declaring to be in possession of the independence requirements established by the law (art. 147 ter, paragraph 4 and art. 148, paragraph 3, of Italian Legislative Decree no. 58 of 24 February 1998) and by Terna S.p.A.'s Bylaws (art. 15.4).

(**) Director declaring to be in possession of the independence requirements established by the law (art. 147 ter, paragraph 4 and art. 148, paragraph 3, of Italian Legislative Decree no. 58 of 24 February 1998) and by Terna S.p.A.'s Bylaws (art. 15.4) and by the Governance Code published by Borsa Italiana to which TERNA has adhered.

No. 1,283 shareholders (no. 7 of which in person and no. 1,276 by proxy) were present at the vote on the lists of candidates as Directors, for a total of no. 1,279,369,203 ordinary shares (63.650462% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
In favour of List 1	704,736,906	55.084717

In favour of List 2	573,003,826	44.787996
Against	1,224,054	0.095676
Abstentions	391,857	0.030629
Not voting	12,560	0.000982
Total	1,279,369,203	100.000000

5. Appointment of the Chairperson of the Board of Directors

Regarding the appointment of the Chairperson of the Board of Directors, on the proposal by the Shareholder CDP Reti S.p.A., the Ordinary Meeting resolved to appoint Catia Bastioli as Chairperson of the Board of Directors.

No. 1,283 shareholders (no. 7 of which in person and no. 1,276 by proxy) were present at the vote on the lists of candidates as Directors, for a total of no. 1,279,369,203 ordinary shares (63.650462% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
In favour	1,263,695,605	98.774896
Against	5,116,994	0.399962
Abstentions	1,551,804	0.121294
Not voting	9,004,800	0.703847
Total	1,279,369,203	100.000000

According to the resolutions listed under previous items 3), 4) and 5) of the ordinary session, the new Board of Directors of the Company was thus appointed until approval of the 2019 financial statement with the following members:

• 1. Catia Bastioli Chairperson ^{1 2}
• 1. Luigi Ferraris Director ¹
• 1. Elena Vasco Director ^{1 3}
• 1. Yunpeng He Director ¹
• 1. Fabio Corsico Director ^{1 3}
• 1. Stefano Saglia Director 1 3
• 1. Luca Dal Fabbro Director ^{4 3}
• 1. Gabriella Porcelli Director 4 3
• 1. Paola Giannotti Director ^{4 3} .

6. Determination of the remuneration of the members of the Board of Directors

Regarding the remuneration of Directors, on the proposal of the Shareholder CDP Reti S.p.A., the Ordinary Meeting resolved to establish the remuneration in the amount of € 50,000 gross per year for the Chairperson and € 35,000 gross per year for each Director, plus reimbursement of the expenses incurred.

¹ Taken from the list submitted by the controlling shareholder CDP Reti S.p.A.

² Director declaring to be in possession of the independence requirements established by the law (art. 147 ter, paragraph 4 and art. 148 paragraph 3 of Italian Legislative Decree no. 58 of 24 February 1998 and by Terna S.p.A.'s Bylaws (art. 15.4).

³ Director declaring to be in possession of the independence requirements established by the law (art. 147 ter, paragraph 4 and art. 148 paragraph 3 of Italian Legislative Decree no. 58 of 24 February 1998) and by Terna S.p.A.'s Bylaws (art. 15.4) and by the Governance Code published by Borsa Italiana to which TERNA has adhered.

⁴ Taken from the list submitted by a group of minority shareholders formed by asset management companies and other institutional investors.

No. 1,283 shareholders (no. 7 of which in person and no. 1,276 by proxy) were present at the vote on the lists of candidates as Directors, for a total of no. 1,279,369,203 ordinary shares (63.650512% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
In favour	1,263,632,721	98.769904
Against	9,225,067	0.721063
Abstentions	1,543,804	0.120669
Not voting	4,968,611	0.388364
Total	1,279,370,203	100.000000

7. Appointment of the Board of Statutory Auditors

Regarding the appointment of members of the Board of Statutory Auditors, the following candidate lists were submitted by Shareholders for voting by the Ordinary Meeting:

List No. 1 submitted by the relative majority Shareholder CDP Reti S.p.A., which comprised the

following candidates listed according to a progressive number:

Standing Auditors

• 1) Vincenzo Simone (***);
• 2) Maria Alessandra Zunino de Pignier.

Alternate auditors

• 1. Renata Maria Ricotti (***);
• 1. Cesare Felice Mantegazza (***).

List no. 2 submitted by a group of shareholders made up of asset management companies and other institutional investors, which comprised the following candidates:

Standing Auditor

• 1. Riccardo Enrico Maria Schioppo (***);
• 1. Raffaella Annamaria Pagani (***).

Alternate Auditor

• 1. Davide Attilio Rossetti (***);
• 1. Franca Brusco (***).

(***) Candidate registered in the register of statutory auditors who has exercised the activity of legal control of the accounts for a period of at least three years.

No. 1,284 shareholders (no. 8 of which in person and no. 1,276 by proxy) were present at the vote on the lists of candidates as Statutory Auditors, for a total of 1,279,374,203 ordinary shares (63.650711% of the share capital), all entitled to vote. The result of voting was as follows:

Number of shares	% of shares entitled to vote
700,357,640	54.742204
544,435,702	42.554844
470,720	0.036793
391,859	0.030629
33,718,282	2.635529
1,279,374,203	100.000000

According to the resolution indicated and to the provisions of Article 26.2 of the Company's Bylaws regarding the appointment of the Chairperson of the Board of Statutory Auditors, the new Board of Statutory Auditors of the Company was thus appointed until approval of the 2019 financial statements with the following members:

• Riccardo Enrico Maria Schioppo Chairperson; ⁴
• Vincenzo Simone Standing Auditor; ¹
• Maria Alessandra Zunino de Pignier Standing Auditor; ¹
• Davide Attilio Rossetti Alternate Auditor; ⁴
• Renata Maria Ricotti Alternate Auditor; ¹
• Cesare Felice Mantegazza Alternate Auditor. ¹

8. Determination of the remuneration of the Standing Auditors of the Board of Statutory Auditors

Regarding the remuneration of members of the Board of Statutory Auditors, on the proposal of the Shareholder CDP Reti S.p.A., the Ordinary Meeting resolved to establish the remuneration of the Standing Auditors in the amount of € 55,000 gross per year for the Chairperson and € 45,000 gross per year for the other Standing Auditors, plus reimbursement of the expenses incurred.

No. 1,284 shareholders (no. 8 of which in person and no. 1,276 by proxy) were present at the vote on the lists of candidates as Statutory Auditors, for a total of no. 1,279,374,203 ordinary shares (63.650711% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
In favour	1,250,137,895	97.714796
Against	3,231,135	0.252556
Abstentions	1,543,806	0.120669
Not voting	24,461,367	1.911979
Total	1,279,374,203	100.000000

9. Annual Report on Remuneration: consultation on the Remuneration Policy pursuant to Art. 123 ter, paragraph 6 of Legislative Decree

The ordinary Shareholders' Meeting, resolved to approve – acting as an advisory body under the terms and for the purposes of the provisions of Art. 123 ter, paragraph 6, of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) - the first section of the "Annual Report on Remuneration" which illustrates the Remuneration Policy adopted by TERNA S.p.A. and the procedures used for the adoption and implementation of this Policy.

No. 1,280 shareholders (no. 5 of which in person and no. 1,275 by proxy) were present at the vote, for a total of no. 1,255,533,776 ordinary shares (62.464616% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
In favour	1,180,831,204	94.050134
Against	43,541,749	3.467987
Abstentions	3,022,845	0.240762
Not voting	28,137,978	2.241117
Total	1,255,533,776	100.000000