Terna — AGM Information 2023

May 9, 2023

TERNA'S AGM APPROVES FINANCIAL STATEMENTS FOR 2022 AND TOTAL DIVIDEND FOR 2022 OF 31.44 EURO CENTS PER SHARE, UP 8% ON 2021

NEW BOARD OF DIRECTORS FOR THE 2023-2025 PERIOD APPOINTED

IGOR DE BIASIO APPOINTED AS CHAIRMAN

• AGM approves financial statements for year ended 31 December 2022 and total dividend for 2022 of 31.44 euro cents per share, up 8% on 2021 (including interim dividend of 10.61 euro cents previously paid in November 2022 and final dividend of 20.83 euro cents payable in June 2023)
• New Board of Statutory Auditors for the 2023-2025 period appointed
• New Performance Share Plan 2023-2027 approved
• Authority to buy back and dispose of own shares approved, subject to prior revocation of authority granted by the AGM of 29 April 2022
• Report on Remuneration Policy and Remuneration Paid approved

Rome, 9 May 2023 – 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 2022, 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 2022.

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 (as latterly modified by Law Decree 198 of 29 December 2022, converted in amended form into Law 14 of 24 February 2023), 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. At the start of proceedings, approximately 71,15% 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 99,97% of votes in favour, a total full-year dividend for 2022 of 31.44 euro cents per share (up 8% on 2021, in line with the dividend policy announced to the market) and payment – before any legal withholdings – of a final dividend of 20.83 euro cents per share, following payment of an interim dividend of 10.61 euro cents previously paid from 23 November 2022. The final dividend will be payable from 21 June 2023, with an ex-dividend date for coupon no. 38 of 19 June 2023 (a record date of 20 June 2023, as defined by art.83-terdecies of the CLF).

Payment of the final dividend will be made exclusively from profit for 2022. Treasury shares held as of the above record date will not participate in the distribution.

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NEW BOARD OF DIRECTORS FOR THE 2023-2025 PERIOD APPOINTED

The AGM also appointed the new Board of Directors, whose mandate will expire on approval of the financial statements 2025, composed of thirteen Directors elected: Marco Giorgino; Karina Audrey Litvack; Jean-Michel Aubertin; Anna Chiara Svelto (taken from the slate presented by a group of shareholders formed by asset-management companies and other institutional investors), Igor De Biasio; Giuseppina Di Foggia; Francesco Renato Mele; Qinjing Shen; Regina Corradini D'Arienzo; Angelica Krystle Donati; Enrico Tommaso Cucchiani; Gian Luca Gregori; Simona Signoracci (taken from the slate presented by the relative majority shareholder CDP Reti S.p.A.).

Igor De Biasio, Giuseppina Di Foggia, Angelica Krystle Donati, Enrico Tommaso Cucchiani, Gian Luca Gregori, Simona Signoracci, Marco Giorgino, Karina Audrey Litvack, Jean-Michel Aubertin and Anna Chiara Svelto declared the possession of the independence requirements established by the Consolidated Law on Finance (CLF, art. 147-ter, paragraph 4, and art. 148, paragraph 3) as well as the independence requirements for the directors of listed companies, identified by art. 2 of the Corporate Governance Code and implemented in the document "Application criteria and procedure for assessing the independence (under the terms of art. 2 of the Corporate Governance Code)".

The AGM then elected Igor De Biasio as Chairman of Terna's Board of Directors.

Female representation within the Board of Directors complies with applicable legislation. The remuneration of the Chairman of the Board of Directors and other Directors was set at € 50,000

gross per annum and at € 35,000 gross per annum, respectively, in addition to the reimbursement of expenses incurred.

NEW BOARD OF STATUTORY AUDITORS FOR THE 2023-2025 PERIOD APPOINTED

The AGM also appointed as Statutory Auditors for the three-year period, Lorenzo Pozza and Antonella Tomei, taken from the slate presented by the majority shareholder CDP Reti S.p.A., and Mario Matteo Busso who, taken from the slate presented by a group of shareholders formed by asset-management companies and other institutional investors, has consequently taken on the position of Chairman of the Board of Statutory Auditors.

Barbara Zanardi (taken from the slate submitted by a group of shareholders formed by assetmanagement companies and other institutional investors), as well as Lucrezia Iuliano and Antonello Lillo (from a slate presented by the majority shareholder CDP Reti S.p.A.) were appointed as alternate auditors.

All candidates declared that they were registered in the register of statutory auditors and they exercised the activity of legal control of accounts for a period of at least three years.

The remuneration of the Chairman of the Board of Statutory Auditors and any 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 Directors and Statutory Auditors are available on the Company's website (www.terna.it).

NEW PERFORMANCE SHARE PLAN 2023-2027 APPROVED

Pursuant to and for the purposes of art. 114-bis of the CLF, the AGM approved, with 95,28% of votes in favour, the long-term incentive plan based on the Company's ordinary shares and named "Performance Share 2023-2027", to be implemented in accordance with the terms and conditions described in the Information Circular whose publication was announced to the market on 7 April 2023.

AUTHORITY TO BUY BACK AND DISPOSE OF OWN SHARES APPROVED, SUBJECT TO PRIOR REVOCATION OF AUTHORITY GRANTED BY THE AGM OF 29 APRIL 2022

With 99,91% of votes in favour, the AGM has authorised the Board of Directors, subject to prior revocation of the authority granted by the AGM of 29 April 2022, to buy back and subsequently dispose of up to 1.4 million of the Company's ordinary shares, representing approximately 0.07% of the share capital, at a total cost of up to € 7 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, in particular, 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 87,29% 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, of the General Manager and key management personnel in 2023, and the procedures used in adopting and implementing such Policy.

Pursuant to and for the purposes of art. 123-ter of the CLF, the AGM also voted, with 91,64% 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, to the General Manager and, in aggregate form, to key management personnel in 2022 financial year.

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 2022 Annual Report, as published in accordance with the procedures and within the deadline required by the 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 17 April 2023.