Terna — Board/Management Information 2020

May 18, 2020

TERNA: INVESTITURE OF THE NEW BOARD OF DIRECTORS STEFANO DONNARUMMA CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER ATTRIBUTION OF POWERS CONSTITUTION OF BOARD SUBCOMMITTEES

Rome, May 18, 2020 - The new Board of Directors of TERNA S.p.A. elected at today's Shareholders' General Meeting, met today chaired by Valentina Bosetti.

The Board unanimously appointed Stefano Antonio Donnarumma as Chief Executive Officer and General Manager of the Company. Stefano Antonio Donnarumma today has resigned from his position as CEO and member of the Board of Directors of Acea SpA.

The Board approved the power structure, attributing to the Chairperson Valentina Bosetti the institutional task of representing the Company, guiding and directing the works of the Board, in coordination with the Chief Executive Officer.

The Chief Executive Officer was granted, in line with the previous arrangement, all Company administrative powers, except for those assigned otherwise by applicable legislation, by the By-laws or maintained by the Board within its own powers.

On the basis of the statements made by the Directors, the Board of Directors ascertained that all the Directors fulfilled the independence requirements provided for by the legislation concerning the electricity "transmission system operator", as well as the requirements of integrity and the absence of reasons for ineligibility and incompatibility, as required by current legislation and the By-laws.

On the basis of the assessments made by the Board of Directors with reference to the statements made by individual Directors and taking into account all the assessment parameters envisaged by the Corporate Governance Code, the following Directors meet the independence requirements required by the legislation, the TERNA S.p.A. By-laws and the Corporate Governance Code for listed companies: Alessandra Faella, Ernesto Carbone, Giuseppe Ferri, Fabio Corsico, Marco Giorgino, Gabriella Porcelli, Paola Giannotti and Jean-Michel Aubertin. The Director Valentina Canalini meets the independence requirements required by the legislation and the TERNA S.p.A. By-laws The Chairperson Valentina Bosetti, who meets the independence requirements required by the legislation, is not independent under the terms of the Corporate Governance Code, owing to the position assumed. The Board of Directors is therefore made up of a majority of Independent Directors under the terms of the Consolidated Law on Finance (10 out of 13) and the Corporate Governance Code (8 out of 13).

The Board also ascertained possession of the requisites of professionalism, integrity and independence for the members of the Board of Statutory Auditors under the terms of Ministerial Decree no. 162 of 30 March 2000, referred to in Article 26 of the Bylaws and Article 148, paragraphs 3 and 4 -quater of the Consolidated Law on Finance and acknowledged the communication of the Board of Statutory Auditors on the outcome of the checks performed by the said body today, on the Auditors meeting the independence requirements provided for by the Corporate Governance Code pursuant to Application Criteria 8.C.1. and on the Board as a whole meeting the competence requirements pursuant to Article 19, paragraph 3 of Italian Legislative Decree no. 39/2010.

The Board also reconstituted the internal committees previously established, appointing the Members thereof in line with the indications of the Corporate Governance Code.

After the above resolutions the Committees are made up as follows:

"Audit and Risk, Corporate Governance and Sustainability Committee":

• Paola Giannotti Chairwoman
• Marco Giorgino Member
• Giuseppe Ferri Member

"Remuneration Committee":

• Fabio Corsico Chairman
• Gabriella Porcelli Member
• Alessandra Faella Member

"Appointments Committee":

• Gabriella Porcelli Chairman
• Fabio Corsico Member
• Jean-Michel Aubertin Member

"Related-Party Transactions Committee":

• Marco Giorgino Chairman
• Paola Giannotti Member
• Ernesto Carbone Member

The summary of the professional profiles of the new Directors and Auditors is available on the Company website (www.terna.it).