Terna — AGM Information 2021

Mar 31, 2021

Notice of Call Call of Shareholders' Meeting

The Shareholders' Meeting of TERNA S.p.A. has been convened in Rome, at TERNA's Auditorium in Piazza Giuseppe Frua no. 2, on a single call, for its ordinary session, on April 30, 2021 at 11:00 a.m. to discuss and resolve on the following

AGENDA

• 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;
• 1. Allocation of the profit for the year;
• 1. 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;
• 1. Authorisation to purchase and sell treasury shares, subject to revocation of the authorisation adopted by the Shareholders' Meeting on May 18, 2020;
• 1. Report on the paid remuneration and compensation policy:
• 5.1. 1st section: report on the remuneration policy (binding resolution)
• 5.2. 2nd section: report on the compensation policy (non-binding resolution).

COVID 19 Emergency – Procedures for the Shareholders' Meeting in accordance with Italian Decree Law no. 18 of March 17, 2020

In view of the current health emergency related to the COVID-19 pandemic and taking into account the regulatory provisions issued for the containment of contagion, the Company has decided to make use of the option stipulated in article 106, subsection 4, of Italian Decree Law no. 18 of March 17, 2020, amended and converted into Law no. 27 of April 24, 2020 and subsequently amended by Decree Law no. 183 of December 31, 2020, in turn amended and converted into Law no. 21 of February 26, 2021, which states that the attendance at the Shareholders' Meeting by those entitled may take place via the representative appointed by the Company alone in accordance with art. 135-undecies of Italian Legislative Decree no. 58 of February 24, 1998 (the "Consolidated Law on Finance" or "TUF") – i.e. Computershare S.p.A., with registered office in Milan, Via Lorenzo Mascheroni no. 19 (the "Sole Representative") – as specified below in the section "Representation at the Shareholders' Meeting".

Without prejudice to the foregoing, it should be noted that the directors, statutory auditors, the Sole Representative and other persons whose participation in the Shareholders' Meeting is required can also attend the meeting via means of telecommunications which guarantee their identification, such that it is not necessary for the Chairperson, the secretary and the notary to be in the same location.

Share capital

It should be noted that as of the date of this notice, and in accordance with art. 5.1 of the Company Bylaws (the "Bylaws") the share capital is € 442,198,240, completely paid-in and divided into 2,009,992,000 ordinary shares having a value of € 0.22 each. On the same date, the Company holds 1,525,900 treasury shares, equal to 0.076% of the share capital; therefore, pursuant to art. 6.1 of the Bylaws, 2,008,466,100 ordinary shares, excluding treasury shares, have the right to vote.

Reports and documentation

The illustrative reports by the Directors on the items on the agenda, required by current legislation, will be made available to the public at the Company head office according to the following timetable:

• by March 31, 2021, for the reports concerning items 1, 2, 3 and 5;
• by April 9, 2021, for the report concerning item 4.

Documents submitted to the Shareholders' Meeting will be made available to the public at the Company head office under the terms provided for by current legislation.

The reports and documents relative to the Shareholders' Meeting will also be made available to the public on the Company website (www.terna.it – https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting) and on the website of the authorised storage system (), and filed with the Borsa Italiana S.p.A. stock exchange management company and available on the Borsa Italiana S.p.A. website (www.borsaitaliana.it) website. Shareholders and non-shareholders entitled to participate in the Shareholders' Meeting have the right to view them and obtain copies.

Right to supplement the agenda and submit further proposals for resolution by shareholders holding at least 2.5% of the share capital (in accordance with art. 126-bis, subsection 1, first sentence, of the TUF)

Pursuant to article 126-bis, subsection 1, first sentence, of the TUF, shareholders who, also jointly, represent at least one fortieth of the share capital with voting rights may request, within ten days of the publication of this notice (i.e. by April 10, 2021), to add to the items to be discussed, with indication in the request of the additional items proposed, or submit further proposals for resolution on items on the agenda of the Shareholders' Meeting.

Pursuant to law, additions to the agenda are not allowed for items, which the Shareholders' Meeting will be resolving upon according to the law and based on Directors' proposals or on the basis of a project or a report prepared by them that is different from the one dealing with the items in the agenda.

The request must be submitted in writing, indicating as reference "Agenda integration in accordance with art. 126-bis, subsection 1, first sentence, TUF" and/or "Resolution proposals in accordance with art. 126-bis, subsection 1, first sentence, TUF", along with the information which allow the individual submitting the lists to be identified, including where possible a telephone number, and delivered to TERNA S.p.A. within the aforementioned deadline (i.e. by April 10, 2021) via the following methods: (i) by sending such request via e-mail or certified e-

mail to the certified email address assemblea2021@pec.terna.it, or (ii) by fax to the number (+39) 06 8313 8218. Requests may be submitted by shareholders for whom the Company has received the specific notice to certify ownership of the shareholding, made by an authorised intermediary, in accordance with current legislation.

Within the same deadline and using the same methods indicated to present the request, the Board of Directors of TERNA S.p.A. must also receive a report that indicates the motivation for the resolution proposal on the new item that are being proposed to be dealt with, or the motivation relating to the additional resolution proposals presented on matters already included on the agenda.

In the event of supplements to the agenda and/or the presentation of new resolution proposals, appropriate notice shall be given by the Company with the same methods of publication as this notice, at least fifteen days before the date scheduled for the Shareholders' Meeting.

At the same time – with the same methods indicated for the Directors' reports on the items on the agenda – further proposals for deliberations on matters already on the agenda, the report presented by the shareholders shall be made available to the public, together with any assessments of the Board of Directors.

Submission of resolution proposals by those with the right to vote (in accordance with article 126-bis, subsection 1, penultimate sentence, of the TUF)

Since participation in the Shareholders' Meeting is allowed exclusively through the Sole Representative Computershare S.p.A., for the purpose of this Shareholders' Meeting alone, it is envisaged that those with the right to vote may individually submit to the Company proposals for resolutions on the items on the agenda – in accordance with article 126-bis, subsection 1, penultimate sentence, of the TUF – by April 15, 2021.

The aforesaid proposals must be formulated in a clear and complete manner and submitted in writing, indicating as reference "Resolution proposals in accordance with art. 126-bis, subsection 1, penultimate sentence, TUF", along with the information allowing the identification of the individual submitting them, including where possible a telephone number, and sent to TERNA S.p.A. within the above mentioned deadline (i.e. by April 15, 2021) via the following methods: (i) by sending suchs request via e-mail or certified e-mail to the certified email

address assemblea2021@pec.terna.it, or (ii) by fax to the number (+39) 06 8313 8218.

The resolution proposals received by the company will be published in the section of the Company's website dedicated to this Shareholders' Meeting (www.terna.it – https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting) by April 20, 2021, so that those with voting rights can view them for the purposes of granting proxies and/or sub-proxies, with relevant voting instructions, to the Sole Representative Computershare S.p.A..

For the purposes of the above, the Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda, their completeness and their compliance with the applicable regulations, as well as the legitimacy of the proposers.

Right to participate in the Shareholders' Meeting and exercise the right to vote

The right to participate in the Shareholders' Meeting and exercise the right to vote, according to the provisions in art. 10.1 of the Bylaws, is governed by applicable legislation and regulatory provisions. Pursuant to art. 83-sexies of the TUF, such right is demonstrated by notification to the Company by an intermediary, in compliance with its own accounting records, on behalf of the individual who is entitled to the right to vote, based on evidence related to the close of the accounting day of the seventh open-market day prior to the date set for the Shareholders' Meeting (i.e. April 21, 2021), the record date.

The credit and debit registrations made on accounts subsequent to the said term are not significant for purposes of legitimizing the exercise of the right to vote in the Shareholders' Meeting. Therefore, those who appear as owners of the Company shares subsequent to said date will not be allowed to participate and vote.

Communications by intermediaries for participation must be received by the Company by the end of the third open-market day prior to the date set for the Shareholders' Meeting (i.e. April 27, 2021). There is no prejudice to the entitlement to participate and vote if the Company has received the communications after said indicated term, provided that they are received by the time the Meeting begins.

Regarding exercise of voting rights, and in particular to situations of significant conflict of interest in accordance with art. 2373 of the Italian Civil Code, it is recalled that the provisions of art. 10.2 of the Bylaws apply, which were adopted by the Company under the terms of Directive no. 2009/72/CE of July 13, 2009, Italian Legislative Decree no. 93 of June 1, 2011, and the resolutions of the Regulatory Authority for Energy, Networks and Environment (ARERA) nos ARG/com 153/11 and 142/2013/R/EEL with which said Authority regulated the certification procedures of the electricity transmission operator and adopted the final decision to certify TERNA S.p.A. as electricity "transmission system operator" ("Unbundling Legislation"). For this purpose, without prejudice to the assessments made by ARERA in the context of the certification of the Company as the electricity "transmission system operator", each participant in the Shareholders' Meeting is invited to declare, under its own responsibility, the possible existence of a conflict of interest.

Representation at the Shareholders' Meeting

In accordance with article 106, subsection 4, of Italian Decree Law no. 18 of March 17, 2020, participation in the Shareholders' Meeting is permitted, exclusively by proxy, to the Sole Representative Computershare S.p.A.

The power of proxy may be conferred alternately in accordance with:

• − article 135-novies of the TUF, by means of the "ordinary proxy/sub-proxy form"; or
• − article 135-undecies of the TUF, by means of the "Designated Representative proxy form", in the manner described below.
• It should be noted that votes cannot be carried out electronically and/or by correspondence.

Ordinary proxy and/or sub-proxy in accordance with article 135-novies of the TUF

Any person entitled to attend and vote at the Shareholders' Meeting may be represented at the Shareholders' Meeting by the Sole Representative Computershare S.p.A., by proxy and/or sub-proxy conferred pursuant to article 135-novies of the TUF. The proxy and/or sub-proxy shall be granted in writing or with an electronic document signed electronically with validity and probative value by law, according to the provisions of art. 11.1 of the Bylaws, in accordance with current legislation. To this end, the "ordinary proxy/sub-proxy form" available" on the Company's website (www.terna.it – https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting) may be used.

The proxy and/or sub-proxy to the Sole Representative Computershare S.p.A. must contain voting instructions on some or all of the proposals relating to the items on the agenda; the Sole Representative will not vote at the Shareholders' Meeting in relation to proposals for which precise voting instructions have not been received.

The proxy and/or sub-proxy must be sent to the Sole Representative Computershare S.p.A., indicating as reference "Ordinary Shareholders' Meeting proxy", along with a signed copy of an identification document and, in the case of a legal entity, documentation proving the signatory powers, via the following methods:

• − for those with advanced electronic, qualified and atures (AdES): by sending the proxy/sub-proxy signed using the Advanced Electronic Signature by certified email or ordinary email to this address terna@pecserviziotitoli.it;
• − for users of a certified email (CEM): by sending a copy of the proxy/sub-proxy electronic document (in PDF format) to terna@pecserviziotitoli.it;
• − for those with an ordinary email address: by sending a PDF copy of the proxy/sub-proxy to this address terna@pecserviziotitoli.it;
• − by faxing a copy of the proxy/sub-proxy to this number (+39) 06 4541 7450.

In accordance with article 11.1 of the Bylaws, the proxy and/or sub-proxy may also be notified to the Company electronically, using the appropriate space on the section of the Company's website dedicated to this Shareholders' Meeting (www.terna.it – https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting), along with a signed copy of an identity document

and, in the case of a legal entity, the documentation proving signatory powers.

In the event of sub-proxy to the Sole Representative, the allocator must also send the latter a copy of the proxy received and the declaration certifying the conformity of the copy to the original and the identity of the allocating party; for this purpose, the sub-delegating party may use the form available in the section of the Company's website dedicated to this Shareholders' Meetingwww.terna.it – https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting).

Unless already sent by AdES signed document and sent by certified email, the original proxy/sub-proxy and voting instructions – together with a signed copy of an identity document and, in the case of a legal person, documentation proving valid powers of signature – must be sent to Computershare SpA, 33 Via Monte Giberto, Rome, Italy, 00138.

In order to allow the Company and the Sole Representative Computershare S.p.A. to receive and verify the proxies and/or sub-proxies in advance of the start of the Shareholders' Meeting, it is recommended that the appointed persons receive their proxies and/or sub-proxies by 12:00 noon on April 29, 2021.

The proxy and/or sub-proxy and/or related voting instructions may be revoked until the start of the meeting by sending an email to terna@pecserviziotitoli.it.

Appointment of representative pursuant to article 135-undecies of the TUF

The appointment as proxy may also be attributed, with voting instructions, to the Sole Representative Computershare S.p.A., in its role as the representative appointed by the Company in accordance with art. 135-undecies TUF. The proxy representative appointment document must contain voting instructions for all or some of the items on the agenda; the original copy must arrive with the aforementioned representative by the end of the second business day before the date of the Shareholders' Meeting (i.e. by April 28, 2021).

For this purpose one may use the specific web application provided and managed by Computershare S.p.A. which provides instructions on how to fill in the Designated Representative proxy form, which may be accessed via the section of the Company website dedicated to this Shareholders' Meeting (www.terna.it – https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting). The Designated Representative proxy form is also available in a printable version.

The Designated Representative proxy may also be transmitted to the Sole Representative Computershare S.p.A. (indicating as reference "Designated representative proxy for Shareholders' Meeting"), along with a signed copy of an identification document and, in the case of legal entities, documentation proving signatory powers, via the following methods:

• − for those with advanced electronic, qualified and atures (AdES): by sending the proxy/sub-proxy signed using the Advanced Electronic Signature by certified email or ordinary email to this address terna@pecserviziotitoli.it;
• − for users of a certified email (CEM): by sending a copy of the proxy/sub-proxy electronic document (in PDF format) to terna@pecserviziotitoli.it;
• − For those with an ordinary email address: by sending a PDF copy of the proxy/sub-proxy to this address terna@pecserviziotitoli.it;
• − by faxing a copy of the proxy/sub-proxy to this number (+39) 06 4541 7450.

If not already transmitted via the specific web application or through a document signed with advanced electronic signature and sent via CEM, the original copy of the proxy document and voting instructions – together with a signed copy of an identity document and, in the case of legal entities, documentation proving signatory powers – must be sent to Computershare S.p.A., Via Monte Giberto no. 33, 00138 Rome, Italy.

The proxy to Computershare S.p.A. as designated representative is only effective for the resolutions proposed at the Shareholders' Meeting for which the proxy was given voting instructions. The proxy and the voting instructions are revocable within the same term as hereinabove (i.e. by April 28, 2021), with the methods and terms indicated above. Shares for which the proxy has been conferred, even partially, are calculated for the purposes of the regular constitution of the Shareholders' Meeting. In relation to proposals for which no voting instructions have been given, the shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of resolutions.

Right to submit queries regarding items on the agenda

Under the terms of art. 127-ter of the TUF, those with voting rights in the Shareholders' Meeting can submit queries regarding the items on the agenda, also before the meeting. Applications must be submitted in writing to TERNA S.p.A. within seven working days before the date of the Shareholders' Meeting (i.e. by April 21, 2021) via the following methods: (i) sending suchs request via e-mail or certified e-mail to

the certified email address assemblea2021@pec.terna.it, or (ii) by fax to the number (+39) 06 8313 8218.

A specific indication must be given as to the item on the agenda that the individual queries refer to.

All questions received prior to the Shareholders' Meeting will be answered via publication in the section of the Company's website dedicated to this Shareholders' Meeting (www.terna.it – https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting) by April 28, 2021. The Company may provide a single response to queries with the same content. There is no obligation for a response, even during the Shareholders' Meeting, in the event of queries submitted prior to the Meeting, where the information required is already available in the "Frequently Asked Questions" section of the Company website (www.terna.it – https://www.terna.it/en/Governance/shareholdersmeeting/latest-shareholders-meeting) or when the response has already been published in that section of the Company's website. Report on the paid remuneration and compensation policy

With regard to the fifth item on the agenda, it should be noted that the Shareholders' Meeting, pursuant to and for the purposes of the provisions of art. 123-ter of the TUF− as amended by Italian Legislative Decree no. 49/2019 to implement Directive (EU) 2017/828 of the European Parliament and of the Council of May 17, 2017 (the "Shareholder Rights Directive II"), which amended Directive 2007/36/EC on encouraging long-term commitment of shareholders−, is called on to resolve:

• binding resolution on the first section of the Report, which explains TERNA S.p.A.'s remuneration policy for the members of the Board of Directors and the Board of Statutory Auditors, the General Manager and the Senior Managers with strategic responsibilities, as well as the procedure for adopting and implementing the Policy;
• not binding resolution on the second section of the Report, which explains the compensation paid to the members of the Board of Directors and the Board of Statutory Auditors, the General Manager and the Senior Managers with strategic responsibilities (for the latter in aggregate form) for 2020.

Further Information

Further information regarding the Shareholders' Meeting, in terms of any details not expressly mentioned in this notice, reference is made to the Board of Directors' report on the various items on the agenda as well as the Bylaws and current legislation.

With regard to the exercise of the corporate rights mentioned in this notice, it should be noted that, under current legislation, the right to exercise, even jointly, corporate rights – such as the right to attend and vote at shareholders' meetings via the Sole Representative Computershare S.p.A., the right to supplement the agenda and to submit further proposals for resolution, the right to pose questions on

the items on the agenda – is demonstrated by specific communications made via authorised intermediaries pursuant to the Consob-Bank of Italy Provision of August 13, 2018 on "Governance of central counterparties, central depositories and centralised management ('consolidated post-trading provision')".

Please refer to the support service for any further information you may require, also in relation to the methods for granting proxy/sub-proxy powers to the Sole Representative Computershare S.p.A; available at the following numbers: tel. (+39) 06 4541 7401 - fax (+39) 06 4541 7450.

For further information, reference is made to the section on the Company website dedicated to this Shareholders' Meeting (www.terna.it – https://www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting)).

The Chairwoman of the Board of Directors Valentina Bosetti

This notice was published on the Company website www.terna.it on March 31, 2021 and in extract form in the daily newspaper "Il Sole 24 Ore" on April 1, 2021.

TERNA S.p.A. - Head office in Rome – Viale Egidio Galbani, no. 70 Share Capital € 442,198,240 fully paid-in Rome Companies Register, Tax ID code and VAT code no. 05779661007 R.E.A. of Rome no. 922416