Terna — AGM Information 2020

May 18, 2020

TERNA SHAREHOLDERS' MEETING: 2019 FINANCIAL STATEMENTS APPROVED AND DIVIDEND SET AT € 0.2495 PER SHARE RELATIVE TO THE ENTIRE YEAR

• Financial statements as of 31 December 2019 approved; dividend set at € 0.2495 per share for the entire year 2019 (€ 0.0842 of which already paid as an interim dividend in November 2019 and € 0.1653 as a final dividend to be paid in June 2020);
• New Board of Directors for the 2020-2022 period appointed;
• Valentina Bosetti appointed as Chairwoman;
• New Board of Statutory Auditors for the 2020-2022 period appointed;
• New Performance Share Plan 2020-2023 approved;
• Authorisation to purchase and sell treasury shares approved;
• Report on the remuneration policy and remuneration paid approved;
• Change to the by-laws on gender quotas approved

Rome, 18 May 2020 – TERNA S.p.A. Ordinary and Extraordinary Shareholders' Meeting, chaired by Catia Bastioli, met today in Rome where TERNA S.p.A. financial statements as of 31 December 2019, as presented by the CEO and General Manager Luigi Ferraris, were approved. The Consolidated financial statements and the "2019 Sustainability Report – Consolidated Non-Financial Statement" where also presented, the latter of which prepared pursuant to Italian Legislative Decree no. 254 of 30 December 2016 ("Italian Legislative Decree 254/2016").

Considering the current health emergency related to COVID-19 and taking into account law and regulatory provisions enacted for the containment of the contagion, pursuant to Article 106, paragraph 4, of Law Decree no. 18 of March 17th, 2020 (converted by Law no. 27 of April 24th, 2020), participation of those entitled to attend and vote in the Shareholders' Meeting took place exclusively through the representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58 of February 24th, 1998. Upon the start of the works, about the 68% of Terna's share capital was represented at the Meeting.

APPROVAL OF FINANCIAL STATEMENTS AND ALLOCATION OF PROFIT FOR THE YEAR

Following a proposal by the Board of Directors, a dividend was resolved for the whole of 2019 equal to € 0.2495 per share (in line with the policy presented to the market), and the distribution – gross of any withholdings according to the law – of € 0.1653 per share, as a final dividend, after the interim dividend of € 0.0842 per share already paid on 20 November 2019. The final dividend will be paid from 24 June 2020 and with "ex-dividend date" on 22 June 2020 and coupon no. 32 (record date pursuant to art. 83-terdecies of Italian Legislative Decree no. 58 of 24 February 1998, "Consolidated Law on Finance" - CLF - 23 June 2020).

The payment of the final dividend is only based on 2019 profits.

NEW BOARD OF DIRECTORS FOR THE 2020-2022 PERIOD APPOINTED

The Shareholders' Meeting also appointed the new Board of Directors, whose mandate will expire on approval of the financial statements 2022, composed of thirteen Directors elected in the persons of: Valentina Bosetti; Stefano Antonio Donnarumma; Alessandra Faella; Yunpeng He; Valentina Canalini; Ernesto Carbone; Giuseppe Ferri; Antonella Baldino; Fabio Corsico (taken from the list presented by the relative majority shareholder CDP Reti S.p.A.), Marco Giorgino; Gabriella Porcelli; Paola Giannotti; Jean-Michel Aubertin (taken from the list presented by a group of shareholders formed of asset-management companies and other institutional investors).

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Valentina Bosetti, Alessandra Faella, Ernesto Carbone, Giuseppe Ferri, Fabio Corsico, Marco Giorgino, Gabriella Porcelli, Paola Giannotti, Jean-Michel Aubertin stated they were in possession of the independence requirements established by the Consolidated Law on Finance and the TERNA S.p.A. By-laws and Governance Code for listed companies, adhered to by TERNA. Valentina Canalini stated she had in possession of the independence requirements established by the Consolidated Law on Finance and the TERNA S.p.A. By-laws.

The Shareholders' Meeting then elected Valentina Bosetti as Chairwoman of the Company's Board of Directors.

Female representation within the Board of Directors complies with applicable legislation.

The remuneration of the Chairwoman of the Board of Directors and other Directors was set at € 50,000 gross per annum and € 35,000 gross per annum, respectively in addition to the reimbursement of expenses incurred.

NEW BOARD OF STATUTORY AUDITORS FOR THREE-YEAR PERIOD 2020-2022 APPOINTED

The General Meeting also appointed as Statutory Auditors for the three-year period, Vincenzo Simone and Raffaella Fantini, taken from the list presented by the majority shareholder CDP Reti S.p.A., and Mario Matteo Busso who taken from the list presented by a group of shareholders consisting of asset-management companies and other institutional investors, has consequently taken on the position of Chairman of the Board of Statutory Auditors.

The alternate auditors Barbara Zanardi (taken from the list submitted by a group of shareholders consisting of asset-management companies and other institutional investors), and Massimiliano Ghizzi and Maria Assunta Damiano (from a list presented by the majority shareholder CDP Reti S.p.A.) were appointed.

All candidates stated that they were registered in the register of statutory auditors and have legally audited accounts for a period of at least three years.

The remuneration of the Chairman of the Board of Statutory Auditors and any standing statutory auditor was set at € 55,000 gross per annum and € 45,000 gross per annum, respectively in addition to the reimbursement of expenses incurred.

Female representation within the Board of Statutory Auditors complies with applicable legislation. The lists of backgrounds and professional profiles of the new Board members and Statutory auditors are available on the Company's website (www.terna.it).

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NEW 2020-2023 PERFORMANCE SHARE PLAN APPROVED

Pursuant to and in compliance with the provisions of art. 114-bis of Italian Legislative Decree of 24 February 1998 (TUF), the Long-Term Incentive Plan, based on Company's ordinary shares and called " Performance Share Plan 2020-2023" was approved by the Meeting, under the terms and conditions described in the Information Circular, published as communicated to the market on 17 April 2020.

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AUTHORISATION TO PURCHASE AND SELL TREASURY SHARES APPROVED

The Shareholders' Meeting authorised the Board of Directors to purchase and subsequently sell of treasury shares up to a maximum limit of 1.77 million ordinary Company shares, representing around 0.09% of Terna's share capital for a total outlay of up to € 10 million, 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.

The acquisition of treasury shares is permitted for eighteen months from the resolution taken at today's Shareholders' Meeting; no time limit was set on the other hand, for the disposal of the treasury shares acquired.

Based on the proposal from the Board of Directors, the Shareholders' Meeting also defined the purpose, terms and conditions for the sale and disposal of treasury shares, more specifically, the methods for calculating the purchase price, and procedures for carrying out the purchase transactions.

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REPORT ON REMUNERATION POLICY AND REMUNERATION PAID APPROVED

Pursuant to and for the purposes of the provisions of art. 123 of the TUF, with a percentage of over 92% of votes, the Shareholders' Meeting approved the first section of the Report on the remuneration policy and remuneration paid of TERNA S.p.A. which sets out the Company's policy on the remuneration of members of the Board of Directors and the Board of Statutory Auditors, the General Manager and the Managers with strategic responsibilities with reference to the 2020 financial period, as well as the procedures for the adoption and implementation of this policy.

The Shareholders' Meeting also passed a resolution [in favour] of the second section of the Report on the remuneration policy and remuneration paid of TERNA S.p.A. which sets out the remuneration paid to members of the Board of Directors and Board of Statutory Auditors, the General Manager and Managers with strategic responsibilities (in an aggregated format in the case of the latter) during or relative to 2019.

CHANGE TO BY-LAWS REGARDING GENDER QUOTAS APPROVED

Finally, during the Extraordinary session, the Shareholders' Meeting approved the change to the bylaws eliminating art. 31 of the by-laws, which contained certain transitional provisions on the issue of gender balance.

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The summary of voting and the minutes of the Ordinary Shareholders' Meeting will be made available to the public in compliance with the terms and conditions established by the law in force on the matter.

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The Shareholders' Meeting has not resolved any changes to the Annual Financial Report as of 31 December 2019, published in the manner and within the deadline required by law, therefore the Report has already been made available to the public at the Company's head office and the market management company Borsa Italiana S.p.A., as well as having been published on the Company's website (www.terna.it) and filed with the authorised storage system () and Borsa Italiana S.p.A. (www.borsaitaliana.it) as disclosed to the market on 24 April 2020.