Terna — AGM Information 2024

May 10, 2024

TERNA'S AGM APPROVES FINANCIAL STATEMENTS FOR 2023 AND TOTAL DIVIDEND FOR 2023 OF 33.96 EURO CENTS PER SHARE, UP 8% ON 2022

• AGM approves financial statements for year ended 31 December 2023 and total dividend for 2023 of 33.96 euro cents per share, up 8% on 2022 (including interim dividend of 11.46 euro cents previously paid in November 2023 and final dividend of 22.50 euro cents payable in June 2024)
• New Performance Share Plan 2024-2028 approved
• Authority to buy back and dispose of own shares approved, subject to prior revocation of authority granted by the AGM of 9 May 2023
• Report on Remuneration Policy and Remuneration Paid approved

Rome, 10 May 2024 – The Annual General Meeting ("AGM") of TERNA S.p.A.'s shareholders met in Rome today. The AGM, chaired by Igor De Biasio, approved TERNA S.p.A.'s financial statements for the year ended 31 December 2023, as presented by the Chief Executive Officer and General Manager, Giuseppina Di Foggia.

The Consolidated Financial Statements and the Consolidated Non-Financial Statement were also presented. The latter has been prepared pursuant to Legislative Decree n. 254 of 30 December 2016 and forms part of the report on operations included in the Annual Report – Integrated Report for 2023.

In compliance with the provisions of art. 106, paragraph 4 of Law Decree n. 18 of 17 March 2020, as converted with amendments into Law 27 of 24 April 2020 (as latterly amended and extended by Law n. 21 of 5 March 2024), attendance at the AGM was only permitted through the representative designated by the Company pursuant to art. 135-undecies of Legislative Decree n. 58 of 24 February 1998 (the "CLF"). At the start of proceedings, approximately 71.18% 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 99.79 % of votes in favour, a total full-year dividend for 2023 of 33.96 euro cents per share (up 8% on 2022, in line with the dividend policy announced to the market) and payment – before any legal withholdings – of a final dividend of 22.50 euro cents per share, following payment of an interim dividend of 11.46 euro cents previously paid from 22 November 2023. The final dividend will be payable from 26 June 2024, with an ex-dividend date for coupon no. 40 of 24 June 2024 (a record date of 25 June 2024, as defined by art.83-terdecies of the CLF).

Payment of the final dividend will be made exclusively from profit for 2023. Treasury shares held as of the above record date will not participate in the distribution.

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NEW PERFORMANCE SHARE PLAN 2024-2028 APPROVED

Pursuant to and for the purposes of art. 114-bis of the CLF, the AGM approved, with 97.54% of votes in favour, the long-term incentive plan based on the Company's ordinary shares and named "Performance Share 2024-2028", to be implemented in accordance with the terms and conditions described in the Information Circular, published on 10 April 2024, as communicated to the market.

AUTHORITY TO BUY BACK AND DISPOSE OF OWN SHARES APPROVED, SUBJECT TO PRIOR REVOCATION OF AUTHORITY GRANTED BY THE AGM OF 9 MAY 2023

With 98.43% of votes in favour, the AGM has authorised the Board of Directors, subject to prior revocation of the authority granted by the AGM of 9 May 2023, to buy back and subsequently dispose of up to 1.6 million of the Company's ordinary shares, representing approximately 0.08% of the share capital, at a total cost of up to € 8 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 was permitted 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 73.16% 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 2024, as well as 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 61.52% 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 the 2023 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 2023 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 2024.