Terna — AGM Information 2020

May 21, 2020

Summary of the resolutions and of voting on the items on the agenda of TERNA S.p.A.'s Ordinary and Extraordinary Shareholders' Meeting of May 18, 2020

TERNA S.p.A.'s Shareholders' Meeting, held on single call on May 18, 2020 for the ordinary and extraordinary session at the TERNA Auditorium at Piazza Giuseppe Frua no. 2, Rome, resolved on the items on the agenda as detailed below.

1. Separate financial statements at December 31, 2019. 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, 2019. Presentation of the consolidated non-financial statement at December 31, 2019

The Shareholders' Meeting approved the Financial Statements of TERNA S.p.A. at December 31, 2019, acknowledging the data contained in the TERNA Group Consolidated Financial Statements, also at December 31, 2019, which closed with a Group net profit of € 713,513,547.45.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,361,890,975	99.362398
Against	0	0.000000
Abstained	1,777,780	0.129705
Non-voters	6,961,389	0.507897
Total	1,370,630,144	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 the net profit for 2019 of TERNA S.p.A., equal to € 713,513,547.45, as follows:

• € 169,241,326.40 to cover the interim dividend payable as from November 20, 2019;
• € 332,251,677.60 as a final dividend to be distributed in the amount of € 0.1653 for each one of the 2,009,992,000 ordinary shares outstanding to be paid – gross of any statutory deductions – on June 24, 2020, with the record date of coupon no. 32 set for June 22, 2020 (in accordance with Art. 83-terdecies of the Consolidated Law on Finance ("TUF"): June 23, 2020);
• € 212,020,543.45 as retained earnings.

	Number of shares	% of shares entitled to vote
For	1,360,946,618	99.293498
Against	1,530,027	0.111629
Abstained	1,192,110	0.086975
Non-voters	6,961,389	0.507897
Total	1,370,630,144	100.000000

3. Determination of the number of members of the Board of Directors

As regards determination of the number of members of the Board of Directors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting resolved to set the number of members at thirteen.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,263,966,068	92.217880
Against	101,851,860	7.431024
Abstained	1,689,216	0.123244
Non-voters	3,123,000	0.227851
Total	1,370,630,144	100.000000

4. Determination of the term of office of the Board of Directors

As regards determination of the term of office of the Board of Directors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting resolved to set the duration of office at three financial years, with expiry on the date of the Shareholders' Meeting called for approval of the financial statements at December 31, 2022.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,357,910,656	99.071997
Against	7,168,469	0.523005
Abstained	1,192,110	0.086975
Non-voters	4,358,909	0.318022
Total	1,370,630,144	100.000000

5. Appointment of members of the Board of Directors

As regards appointment of members of the Board of Directors, the Shareholders presented and submitted the following lists of candidates to the Shareholders' Meeting for voting:

List no. 1, submitted by the majority shareholder CDP RETI S.p.A., controlled by Cassa Depositi e Prestiti S.p.A., together representing 29.851% of the capital of TERNA S.p.A.

• 1. Valentina Bosetti (*);
• 1. Stefano Antonio Donnarumma;
• 1. Alessandra Faella (*);
• 1. Yunpeng He;
• 1. Valentina Canalini (**);
• 1. Ernesto Carbone (*);
• 1. Giuseppe Ferri (*);
• 1. Antonella Baldino;
• 1. Fabio Corsico (*);

List no. 2, submitted by a group of shareholders formed of asset management companies and other institutional investors, together representing 1.37675% of the capital of TERNA S.p.A.

• 1. Marco Giorgino (*)
• 1. Gabriella Porcelli (*)
• 1. Paola Giannotti (*)
• 1. Jean-Michel Aubertin (*)

(*) Candidate meets the independence requirements established by law (article 147-ter, paragraph 4 and article 148, paragraph 3 of

Italian Legislative Decree 58/98 – Consolidated Law on Finance) and has declared independence also pursuant to the Corporate Governance Code for

listed companies published by Borsa Italiana, adhered to by Terna.

(**) Candidate meets the independence requirements established by law (article 147-ter, paragraph 4 and article 148, paragraph 3 of Italian Legislative Decree no. 58/98 – Consolidated Law on Finance).

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% 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	701,118,330	51.152992
In favour of List 2	660,383,445	48.181010
Against	3,380,067	0.246607
Abstained	859,264	0.062691
Non-voters	4,889,038	0.356700
Total	1,370,630,144	100.000000

6. Appointment of the Chairman of the Board of Directors

As regards appointment of the Chairperson of the Board of Directors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting resolved to appoint Valentina Bosetti to the role.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,356,089,097	98.939098
Against	6,387,548	0.466030
Abstained	1,192,110	0.086975
Non-voters	6,961,389	0.507897
Total	1,370,630,144	100.000000

On the basis of the resolutions indicated in the previous points 3), 4), 5) and 6) of the agenda, the new Board of Directors of the Company has been appointed until approval of the 2022 financial statements with the following members:

• 1. Valentina Bosetti¹ (***);
• 1. Stefano Antonio Donnarumma¹ ;
• 1. Alessandra Faella¹ (*);
• 1. Yunpeng He¹ ;
• 1. Valentina Canalini¹ (**);
• 1. Ernesto Carbone¹ (*);
• 1. Giuseppe Ferri¹ (*);
• 1. Antonella Baldino¹ ;
• 1. Fabio Corsico¹ (*);
• 1. Marco Giorgino² (*)
• 1. Gabriella Porcelli² (*)
• 1. Paola Giannotti² (*)
• 1. Jean-Michel Aubertin² (*)

Italian Legislative Decree 58/98 – Consolidated Law on Finance) and has declared independence also pursuant to the Corporate Governance Code for

listed companies published by Borsa Italiana, adhered to by Terna.

(**) Candidate meets the independence requirements established by law (article 147-ter, paragraph 4 and article 148, paragraph 3 of Italian Legislative Decree no. 58/98 – Consolidated Law on Finance).

1. Candidate from list 1 presented by the shareholder CDP RETI.

2. Candidate from list 2 presented by a grouping of shareholders formed of asset management companies and other institutional investors.

^(*) Candidate meets the independence requirements established by law (article 147-ter, paragraph 4 and article 148, paragraph 3 of

(***) Candidate that, following the role taken on within the Company, has been found to fulfil the independence requirements established by law (Arts 147 ter, paragraph 4 and 148, paragraph 3, of Italian Legislative Decree 58/98 – Consolidated Law on Finance).

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

As regards the fee for members of the Board of Directors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting has resolved to set the fee at a gross annual amount of € 50,000 for the Chairman and a gross annual amount of € 35,000 for each Board Member, in addition to reimbursement of expenses.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,356,090,673	98.939213
Against	6,385,972	0.465915
Abstained	1,192,110	0.086975
Non-voters	6,961,389	0.507897
Total	1,370,630,144	100.000000

8. Appointment of the Board of Statutory Auditors

As regards appointment of members of the Board of Statutory Auditors, the Shareholders presented and submitted the following lists of candidates to the Shareholders' Meeting for voting:

List 1 presented by the relative majority shareholder CDP Reti S.p.A., containing indication of the following candidates, listed with progressive numbering:

Standing Auditors

• 1. Vincenzo Simone (****);
• 1. Raffaella Fantini (****);

Alternate Auditors

• 1. Massimiliano Ghizzi (****);
• 1. Maria Assunta Damiano (****).

List no. 2, submitted by a group of shareholders formed of asset management companies and other institutional investors, containing indication of the following candidates:

Standing Auditor

1. Mario Matteo Busso (****).

Alternate Auditor

1. Barbara Zanardi (****).

(****) Candidate registered in the register of statutory auditors and has legally audited accounts for a period of at least three years.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% 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	1,218,117,950	88.872841
In favour of List 2	147,322,609	10.748531
Against	1,985,863	0.144887
Abstained	526,110	0.038385
Non-voters	2,677,612	0.195356
Total	1,370,630,144	100.000000

On the basis of the indicated resolution 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 2022 financial statements, with the following members:

• Mario Matteo Busso² Chairman;
• Vincenzo Simone¹ Standing Auditor;
• Raffaella Fantini¹ Standing Auditor;
• Massimiliano Ghizzi¹ Alternate Auditor;
• Maria Assunta Damiano¹ Alternate Auditor;
• Barbara Zanardi² Alternate Auditor.

1. Candidate from list 1 presented by the shareholder CDP RETI.

2. Candidate from list 2 presented by a grouping of shareholders formed of asset management companies and other institutional investors.

9. Determination of the remuneration of the standing Auditors of the Board of Statutory Auditors

As regards the fee for members of the Board of Statutory Auditors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting has resolved to set the remuneration of standing members at a gross annual amount of € 55,000 for the Chairman of the Board of Statutory Auditors and a gross annual amount of € 45,000 for the other Standing Auditors, in addition to reimbursement of expenses.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,365,079,125	99.595002
Against	0	0.000000
Abstained	1,192,110	0.086975
Non-voters	4,358,909	0.318022
Total	1,370,630,144	100.000000

10. Long-Term Incentive Plan based on 2020-2023 Performance Share for the management of TERNA S.p.A. and/or its subsidiaries in accordance with Art. 2359 of the Italian Civil Code

The Ordinary Shareholders' Meeting resolved:

• 1. to approve the 2020-2023 Performance Share Plan for the management of Terna S.p.A. and/or its subsidiaries in accordance with Art. 2359 of the Italian Civil Code, the characteristics of which are described in the information document drafted in accordance with Art. 84-bis, paragraph 1, of the Issuers' Regulations and made available to the public at the Company's registered office, in the section of the Company's website (https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting) dedicated to this Shareholders' Meeting and via the authorised storage mechanism ();
• 1. to grant the Board of Directors, with the power to sub-delegate, all the powers required for the concrete implementation of the 2020-2023 Performance Share Plan, to be exercised in accordance with the provisions of the relevant information document. To such end, the Board of Directors may, by way of example and not limitation, identify the recipients of such Plan and approve the regulations for the implementation thereof.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,353,230,436	98.730532
Against	9,411,503	0.686655
Abstained	1,026,816	0.074916
Non-voters	6,961,389	0.507897
Total	1,370,630,144	100.000000

11. Authorisation to purchase and sell treasury shares

The Ordinary Shareholders' Meeting resolved:

• 1. to authorize the Board of Directors to purchase ordinary shares of TERNA S.p.A., on one or more occasions and for a period of eighteen months from the date of this resolution, for the purposes set forth in the aforementioned Illustrative Report of the Board of Directors and within the limits and under the conditions set forth in such report, to which full reference is made, and in particular in the manner specified below:
• − the maximum number of shares to be purchased shall be equal to a total outlay of up to € 10 million and up to a maximum limit of 1.77 million ordinary shares of the Company, representative of around 0.09% of Terna's share capital, it being understood that the Terna shares held by the Company and its subsidiaries from time to time may not in any case

exceed 10% of the Company's share capital or any other maximum amount provided for by the law in force at the time and provided that purchases are carried out within the limits of distributable profits and available reserves as shown in the latest approved financial statements;

• − purchases shall be made at a price which does not differ by more than 10%, either higher or lower, compared to the reference price on the Mercato Telematico Azionario (Electronic Stock Market)—organised and operated by Borsa Italiana S.p.A.—recorded for the previous day's session for each individual transaction;
• − purchases must be made in such a way as to ensure equal treatment between the Shareholders and in accordance with the procedures provided for in current legislation and, where applicable, accepted market practices in force at the time, as referred to in the Illustrative Report for this item on the agenda, it being understood that purchases may not be made by assigning a put option to shareholders in proportion to the shares held, nor in the execution of systematic internalisation activities in a non-discriminatory manner and which provide for the automatic and non-discretionary execution of transactions on the basis of pre-set parameters;
• 1. to authorise the Board of Directors to dispose, on one or more occasions, of all or part of the treasury shares in the portfolio, without time limits, even prior to the exhaustion of the maximum number of shares available for purchase, and to repurchase the shares to the extent that the treasury shares held by the Company and, where applicable, by its subsidiaries, do not exceed the limit established pursuant to point 1 above (as specified in the Illustrative Report of the Board of Directors), in the manner deemed most appropriate in the interest of the Company and in compliance with applicable regulations, for the purposes set out in the aforesaid Illustrative Report and within the limits and conditions laid down in the same Report, to which full reference is made, provided in particular that the treasury shares purchased to support the 2020-2023 Performance Share Plan and/or any other share incentive plans intended for the Directors and/or employees of TERNA S.p.A. and/or its subsidiaries and/or associated companies are assigned in the manner and within the terms indicated in the regulations of such plans;
• 1. to grant the Board of Directors and, on its behalf, the Chairperson of the Board of Directors and the Chief Executive Officer, also severally and with the power to sub-delegate, the broadest powers required to implement the resolutions referred to in the previous points and to provide information to the market in relation to the same, in accordance with the regulations, including EU regulations.

	Number of shares	% of shares entitled to vote
For	1,360,850,945	99.286518
Against	1,297,435	0.094660
Abstained	1,520,375	0.110925
Non-voters	6,961,389	0.507897
Total	1,370,630,144	100.000000

12.1 Report on remuneration policy and fees paid: 1st section: report on the remuneration policy (binding resolution)

The Ordinary Shareholders' Meeting resolved to approve the first section of the "Report on the paid remuneration and compensation policy" drafted by the Board of Directors of the Company pursuant to Art. 123-ter, paragraph 3, of the TUF.

1,697 shareholders were present at the vote, for a total of 1,370,630,144 ordinary shares (68.190826% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,272,425,256	92.835056
Against	90,051,389	6.570072
Abstained	1,192,110	0.086975
Non-voters	6,961,389	0.507897
Total	1,370,630,144	100.000000

12.2 Report on the paid remuneration and compensation policy: 2nd section: report on remuneration paid (non-binding resolution)

The Ordinary Shareholders' Meeting resolved in favour of the second section of the "Report on the paid remuneration and compensation policy adopted by TERNA S.p.A." drafted by the Board of Directors of the Company pursuant to Art. 123-ter, paragraph 4, of the TUF.

	Number of shares	% of shares entitled to vote
For	1,214,020,288	88.573879
Against	143,445,236	10.465641
Abstained	6,203,231	0.452582
Non-voters	6,961,389	0.507897
Total	1,370,630,144	100.000000

1. Amendment of the Bylaws: removal of Art. 31 (Transitional clause).

The Extraordinary Shareholders' Meeting resolved:

• 1. to approve the proposal to remove article 31 of the Bylaws of TERNA S.p.A., as reported in the illustrative report of the Board of Directors on the first and only extraordinary item on the agenda of this Shareholders' Meeting;
• 1. to grant the Board of Directors, and on its behalf the Chairman of the Board of Directors and the Chief Executive Officer, also severally and with the power of sub-delegation, all the broadest powers required to implement the adopted resolution, including the power to introduce into the resolution amendments, supplements or deletions, not of a substantive nature, deemed necessary or appropriate or that may be required for the purpose of filing and registering the updated Bylaws and/or this resolution in the Companies Register.

	Number of shares	% of shares entitled to vote
For	1,362,476,645	99.405128
Against	0	0.000000
Abstained	1,192,110	0.086975
Non-voters	6,961,389	0.507897
Total	1,370,630,144	100.000000