Terna — AGM Information 2019

May 10, 2019

Summary of the resolutions and of voting on the items on the agenda of TERNA S.p.A.'s Ordinary Shareholders' Meeting on May 8, 2019

TERNA S.p.A.'s Shareholders' Meeting, held on single call on May 8, 2019 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 statements at December 31, 2018. Reports by the Board of Directors, the Board of Statutory Auditors and the Audit Company. Related resolutions. Presentation of the consolidated financial statements at December 31, 2018. Presentation of the consolidated non-financial statement at December 31, 2018.

The Shareholders' Meeting approved TERNA S.p.A.'s financial statements at December 31, 2018, acknowledging the data of the TERNA Group's consolidated financial statements, also at December

31, 2018, which closed with a net profit for the Group of € 661,291,201.83.

No. 1,804 shareholders (in person or by proxy) were present at the vote, for a total of no. 1,321,882,216 ordinary shares (65.765546% 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	1,306,792,516	98.858469
Against	0	0.000000
Abstentions	1,037,687	0.078501
Not voting	14,052,013	1.063031
Total	1,321,882,216	100.000000

2. Allocation of the net income for the financial year

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

• to allocate the net income for 2018 of TERNA S.p.A., equal to 661,291,201.83 Euro, as follows:
• 158,186,370.40 Euro to cover the interim dividend paid from November 21, 2018;
• 310,543,764.00 Euro a as a final dividend to be distributed in the amount of 0.1545 Euro for each one of the 2,009,992,000 ordinary shares outstanding to be paid – gross of any legal deductions – on June 26, 2019, with the record date of coupon no. 30 set for June 24, 2019 (pursuant to Art. 83-terdecies of Italian Legislative Decree no. 58 of 24 February 1998, the "TUF": June 25, 2019);
• 192,561,067.43 Euro as Retained Earnings.

No. 1,804 shareholders (in person or by proxy) were present at the vote, for a total of no. 1,321,882,216 ordinary shares (equal to 65.765546% 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	1,301,625,961	98.467620
Against	5,687,093	0.430227
Abstentions	517,149	0.039122
Not voting	14,052,013	1.063031
Total	1,321,882,216	100.000000

3. Appointment of a member of the Board of Directors

As regards the appointment of a member of the Board of Directors, the ordinary Shareholders' Meeting resolved to appoint, as Company Director, Paolo Calcagnini¹ , previously co-opted by the Board of Directors at its meeting on February 15, 2019, whose mandate will expire, together with that of the other Directors already in office, on the occasion of approval of the 2019 financial statements.

No. 1,805 shareholders were present at the vote (in person or by proxy), for a total of 1,321,882,226 ordinary shares (equal to 65.765547% 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	1,298,654,376	98.242820
Against	5,536,749	0.418853
Abstentions	162,149	0.012267
Not voting	17,528,952	1.326060
Total	1,321,882,226	100.000000

As regards the appointment of the second member of the Board of Directors, the ordinary Shareholders' Meeting resolved to appoint, as Company Director, Marco Giorgino² , proposed to substitute Director Dal Fabbro by a group of shareholders (composed by Institutional Investors), whose mandate will expire, together with that of the other Directors already in office, on the occasion of approval of the 2019 financial statements.

No. 1,804 shareholders were present at the vote (in person or by proxy), for a total of 721,882,227 ordinary shares (equal to 35.914682% 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	717,021,647	99.326680
Against	641,165	0.088819
Abstentions	4,168,476	0.577445
Not voting	50,939	0.007056
Total	721,882,227	100.000000

¹ Non-Executive Director. The Director Paolo Calcagnini stated that he did:

^- fulfil the requirements pursuant to Art. 15.5 of the Company Bylaws;

^- not fulfil the independence requirements pursuant to Art. 148 Paragraph 3 of Italian Legislative Decree No. 58/1998 and Art. 3 of the Corporate Governance Code which TERNA has adopted.

² Non-Executive Director. The Director Marco Giorgino stated that he did fulfil:

^- the requirements pursuant to Art. 15.5 of the Company Bylaws; - the independence requirements pursuant to Art. 148 Paragraph 3 of Italian Legislative Decree No. 58/1998 and

Art. 3 of the Corporate Governance Code which TERNA has adopted.

4. Appointment of the independent auditors for the nine-year period 2020-2028 and definition of the relative fee

The Shareholders' Meeting of TERNA S.p.A. resolved to confer the independent auditing appointment of Terna S.p.A. for the financial years from 2020 to 2028 on Deloitte & Touche S.p.A., according to the terms and methods proposed by the Board of Statutory Auditors.

No. 1,804 shareholders were present at the vote (in person or by proxy), for a total of 1,321,848,328 ordinary shares (equal to 65.763860 % 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	1,303,860,722	98.639208
Against	3,343,444	0.252937
Abstentions	592,149	0.044797
Not voting	14,052,013	1.063058
Total	1,321,848,328	100.000000

5. Annual report on remuneration: consultation on the Remuneration Policy pursuant to Art. 123-ter, paragraph 6 of Legislative Decree no. 58/1998 (Consolidated Law on Finance)

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. 1,803 shareholders (in person or by proxy) were present at the vote, for a total of no. 1,321, 848,318 ordinary shares (65.763860% 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	1,216,115,433	92.001133
Against	90,623,884	6.855846
Abstentions	592,149	0.044797
Not voting	14,516,852	1.098224
Total	1,321,848,318	100,000000