Terna — AGM Information 2022

Apr 29, 2022

TERNA'S AGM APPROVES FINANCIAL STATEMENTS FOR 2021 AND TOTAL DIVIDEND FOR 2021 OF 29.11 EURO CENTS PER SHARE, UP 8% ON 2020

• AGM approves financial statements for year ended 31 December 2021 and total dividend for 2021 of 29.11 euro cents per share (including interim dividend of 9.82 euro cents previously paid in November 2021 and final dividend of 19.29 euro cents payable in June 2022)
• Member of Board of Directors elected pursuant to art. 2386 of the Italian Civil Code
• New Performance Share Plan 2022-2026 approved
• Authority to buy back and dispose of own shares approved, subject to prior revocation of authority granted by AGM of 30 April 2021
• Report on Remuneration Policy and Remuneration Paid approved
• Presentation of "Cielo Terra Mare", the new immersive web portal that takes visitors on a digital journey through a 3D ecosystem to explain what Terna is doing to deliver a sustainable, decarbonised future

Rome, 29 April 2022 – The Annual General Meeting ("AGM") of Terna S.p.A.'s shareholders met in Rome today. The AGM, chaired by Valentina Bosetti, approved Terna S.p.A.'s financial statements for the year ended 31 December 2021, as presented by the Chief Executive Officer and General Manager, Stefano Donnarumma.

The consolidated financial statements and the Consolidated Non-Financial Statement were also presented. The latter has been prepared pursuant to Legislative Decree 254 of 30 December 2016 and forms part of the report on operations included in the Annual Report – Integrated Report for 2021.

In compliance with the provisions of art. 106, paragraph 4 of Law Decree 18 of 17 March 2020, as converted with amendments into Law 27 of 24 April 2020 and s.m.i., attendance at the AGM was only permitted through the representative designated by the Company pursuant to art. 135 undecies of Legislative Decree 58 of 24 February 1998 (the "CLF"). At the start of proceedings, approximately 69.80% of the Company's issued capital was represented at the AGM.

APPROVAL OF THE FINANCIAL STATEMENTS AND APPROPRIATION OF PROFIT FOR THE YEAR

As proposed by the Board of Directors, the AGM approved, with 99.73% of votes in favour, a total full-year dividend for 2021 of 29.11 euro cents per share (up 8% on 2020, in line with the policy announced to the market) and payment – before any legal withholdings – of a final dividend of 19.29 euro cents per share, following payment of an interim dividend of 9.82 euro cents previously paid from 24 November 2021. The final dividend will be payable from 22 June 2022, with an exdividend date for coupon 36 of 20 June 2022 (a record date of 21 June 2022, as defined by art.83 terdecies of the CLF).

Payment of the final dividend will be made exclusively from profit for 2021. Treasury shares held as of the above record date will not participate in the distribution.

ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS PURSUANT TO ART. 2386 OF THE ITALIAN CIVIL CODE

As proposed by the Board of Directors, the AGM, with 99.68% of votes in favour, elected the Director Qinjing Shen as a new member of the Company's Board of Directors pursuant to art. 2386 of the Italian Civil Code. Mr Shen had already been co-opted on to Terna S.p.A.'s Board of Directors on 26 January 2022, following the resignation of the Director Yunpeng He, elected by the AGM of 18 May 2020. Mr Shen's term of office will end, together with the terms of the other members of the Board of Directors, with the AGM called to approve the financial statements for 2022.

NEW PERFORMANCE SHARE PLAN 2022-2026 APPROVED

Pursuant to and for the purposes of art. 114-bis of the CLF, the AGM approved, with 98% of votes in favour, the long-term incentive plan based on the Company's ordinary shares and named the "Performance Share Plan 2022-2026", to be implemented in accordance with the terms and conditions described in the Information Circular whose publication was announced to the market on 30 March 2022.

AUTHORITY TO BUY BACK AND DISPOSE OF OWN SHARES APPROVED, SUBJECT TO PRIOR REVOCATION OF AUTHORITY GRANTED BY AGM OF 30 APRIL 2021

With 99.92% of votes in favour, the AGM has authorised, subject to prior revocation of the authority granted by the AGM of 30 April 2021, the Board of Directors to buy back and subsequently dispose of up to 1.95 million of the Company's ordinary shares, representing approximately 0.10% of the share capital, at a total cost of up to €10 million. The authority remains subject to the requirements that treasury 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 those purchases must be carried out within the limits of distributable profits and available reserves, as reported in the latest approved financial statements. The authority to buy back own shares is valid for eighteen months from the date of today's shareholder resolution. There is instead no time limit for the subsequent disposal of the shares

purchased.

Based on the proposal made by the Board of Directors, the AGM has also established the purposes, terms and conditions of the buyback and disposal of own shares, establishing the methods to be used in calculating the purchase price and the purchase procedures to be followed.

REPORT ON THE REMUNERATION POLICY AND REMUNERATION PAID APPROVED

Finally, the AGM approved, with 93.07% of votes in favour, the first section of Terna S.p.A. Report on the Remuneration Policy and Remuneration Paid, which explains the policy for the remuneration of members of the Board of Directors and the Board of Statutory Auditors, the General Manager and key management personnel in 2022, and the procedures used in adopting and implementing the Policy.

Pursuant to and for the purposes of art. 123-ter of the CLF, the AGM also voted, with 96.57% of votes in favour, on the second section of Terna S.p.A. Report on the Remuneration Policy and Remuneration Paid, which describes the remuneration paid to members of the Board of Directors and the Board of Statutory Auditors, the General Manager and, in aggregate form, key management personnel in 2021.

During the AGM, the Company also presented "Cielo Terra Mare" (https://cieloterramare.terna.it/it/), the new immersive web portal that provides a digital explanation of what Terna is doing to deliver a sustainable, decarbonised future. The immersive site shows just how crucial and all-encompassing Terna's role is and what the Company is doing by taking visitors on a journey through a 3D ecosystem, ranging from the sky to the land and the sea. Using an innovative form of communication, the portal offers a virtual experience, in which stories and

projects are described through the movement of orbits and planets, accompanied by evocative 3D graphics and sound effects designed to increase the immersive impact.

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A summary of shareholder resolutions and the minutes of the AGM will be made available to the public within the terms and according to the procedures required by the relevant laws.

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Given that the AGM has not approved any amendments thereto, the Annual Report for the year ended 31 December 2021, as published in accordance with the procedures and within the deadline required by law, is already available to the public at the Company's registered office and at the stock exchange management company, Borsa Italiana S.p.A. The document is also available on the Company's website (www.terna.it), on the website of the authorised storage service () and at Borsa Italiana S.p.A. (www.borsaitaliana.it), as announced to the market on 7 April 2022.