Terna — AGM Information 2021

May 4, 2021

Summary of the resolutions and of voting on the items on the agenda of TERNA S.p.A.'s Ordinary Shareholders' Meeting of April 30, 2021

TERNA S.p.A.'s Shareholders' Meeting, held on single call on April 30, 2021 for the ordinary 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 31 December 2020. Reports by the Board of Directors, the Board of Statutory Auditors and the Audit Company. Related resolutions. Presentation of the consolidated financial statements at 31 December 2020. Presentation of the consolidated non-financial statement at December 31, 2020

The Shareholders' Meeting approved the Financial Statements of TERNA S.p.A. at December 31, 2020, acknowledging the data contained in the TERNA Group Consolidated Financial Statements, also at December 31, 2020, which closed with a net profit of € 687,571,266.41.

1,713 shareholders were present at the vote, for a total of 1,341,018,898 ordinary shares (66.717624% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,340,554,261	99.965352
Against	0	0.000000
Abstained	464,637	0.034648
Non-voters	0	0.000000
Total	1,341,018,898	100.000000

2. Allocation of the profit for the year

On the proposal of the Board of Directors, the Shareholders' Meeting resolved to allocate the net profit for 2020 of TERNA S.p.A., equal to € 687,571,266.41, as follows:

• € 182,708,272.80 to cover the interim dividend payable as from November 20, 2019 for each ordinary share held in the portfolio and outstanding at the "record date" of November 24, 2020 (for a value of € 138,704.31 allocated to the reserve known as "retained earnings");
• a maximum of € 358,984,571.20, as a final dividend to be distributed in the amount of € 0.1786 for each of the 2,009,992,000 ordinary shares outstanding at the ex-dividend date of coupon no. 34 set for June 21, 2021 (net of the treasury shares held in the portfolio on the "record date" as per art. 83-terdecies of the Consolidated Law on Finance ("TUF") of June 22, 2021), to be paid – gross of any withholding taxes – on June 23, 2021; the treasury shares in the portfolio at the "record date" indicated below do not contribute to this final payment. The amount of the final dividend for 2020 due to the treasury shares held by the Company at the "record date" will be allocated to the reserve known as "retained profit";

• € 145,878,422.41 as retained earnings.

1,713 shareholders were present at the vote, for a total of 1,341,018,898 ordinary shares (66.717624% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,332,512,808	99.365699
Against	8,485,915	0.632796
Abstained	20,175	0.001504
Non-voters	0	0.000000
Total	1,341,018,898	100.000000

3. A Long-Term Incentive Plan based on Performance Share 2021-2025 for TERNA S.p.A.'s management and/or its subsidiary companies pursuant to art. 2359 of the Italian Civil Code

The Ordinary Shareholders' Meeting resolved:

• 1. to approve the 2021-2025 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, subsection 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 2021-2025 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 limited to: identify recipients of such Plan; approve, amend and/or supplement the regulations of the implementation thereof; determine the shares to be attribute to each recipient, on the basis of achieved performance; attend to all deeds, obligations, formalities, communications that may be necessary or appropriate for the management and/or implementation of the Plan, including amendments in conformity with the provisions of the aforesaid information document.

1,713 shareholders were present at the vote, for a total of 1,341,018,898 ordinary shares (66.717624% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,323,137,869	98.666609
Against	13,695,013	1.021239
Abstained	4,186,016	0.312152
Non-voters	0	0.000000
Total	1,341,018,898	100.000000

4. Authorisation to purchase and sell treasury shares, subject to revocation of the authorisation adopted by the Shareholders' Meeting on May 18, 2020

The Ordinary Shareholders' Meeting resolved:

• 1. to revoke the resolution to authorise the purchase and sale of treasury shares adopted by the Ordinary Shareholders' Assembly on May 18, 2020;
• 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:
  2. − 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 1.95 million ordinary shares of the Company, representative of around 0.1% of Terna S.p.A.'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 (if less than the above-mentioned 10% threshold) and provided that purchases are carried out within the limits of distributable profits and available reserves as shown in the latest approved financial statements;
  3. − 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;
  4. − 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 2 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 the applicable regulations and, where applicable, the accepted market practices at the time, 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 2021-2025 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 and, where applicable, market practices applicable at the time.

	Number of shares	% of shares entitled to vote
For	1,333,008,460	99.402660
Against	7,990,263	0.595835
Abstained	20,175	0.001504
Non-voters	0	0.000000
Total	1,341,018,898	100.000000

1,713 shareholders were present at the vote, for a total of 1,341,018,898 ordinary shares (66.717624% of the share capital), all entitled to vote. The result of voting was as follows:

5.1 Report on the paid remuneration and compensation policy: 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.

1,713 shareholders were present at the vote, for a total of 1,341,018,898 ordinary shares (66.717624% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	1,195,990,140	89.185182
Against	145,008,583	10.813314
Abstained	20,175	0.001504
Non-voters	0	0.000000
Total	1,341,018,898	100.000000

5.2 Report on the paid remuneration and compensation policy: 2nd section: report on the compensation policy (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.

1,713 shareholders were present at the vote, for a total of 1,341,018,898 ordinary shares (66.717624% of the share capital), all entitled to vote. The result of voting was as follows:

	Number of shares	% of shares entitled to vote
For	793,499,865	59.171416
Against	545,443,951	40.673845
Abstained	2,075,082	0.154739
Non-voters	0	0.000000
Total	1,341,018,898	100.000000