Terna — Board/Management Information 2023

May 9, 2023

TERNA: ASSIGNMENT OF THE NEW BOARD OF DIRECTORS

GIUSEPPINA DI FOGGIA CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER

ATTRIBUTION OF POWERS

CONSTITUTION OF BOARD COMMITTEES

Rome, 9 May 2023 - The new Board of Directors of Terna S.p.A. elected at today's Annual General Meeting, met today chaired by Igor De Biasio.

The Board unanimously appointed Giuseppina Di Foggia as Chief Executive Officer and General Manager of the Company.

The Board approved the powers' structure, attributing to the Chairman Igor De Biasio the institutional task of representing the Company, guiding and directing the works of the Board, in coordination with the Chief Executive Officer. In line with the previous arrangement, the Chief Executive Officer has been granted all powers for the administration of the Company, except for those assigned otherwise by applicable legislation, by the By-laws or maintained by the Board within the scope of its powers.

On the basis of the declarations 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 declarations 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, by the Terna S.p.A. By-laws and by the Corporate Governance Code, the latter implemented in the document "Application criteria and procedure for assessing the independence (under the terms of art. 2 of the Corporate Governance Code)": Igor De Biasio, Angelica Krystle Donati, Enrico Tommaso Cucchiani, Gian Luca Gregori, Simona Signoracci, Marco Giorgino, Karina Audrey Litvack, Jean-Michel Aubertin and Anna Chiara Svelto.

The Board of Directors is therefore made up of a majority of independent Directors under the terms of the Consolidated Law on Finance and of the Corporate Governance Code (9 out of 13).

The Board also ascertained the possession of the requirements of professionalism, integrity and independence for all the standing members of the Board of Statutory Auditors in accordance with the Ministerial Decree no. 162 of 30 March 2000, referred to in art. 26 of the By-laws and in art. 148, paragraphs 3 and 4-quater of the Consolidated Law on Finance. The Board took also note of what was communicated by the Board of Statutory Auditors following the checks performed today by the said body, on the possession by the Statutory Auditors of the independence requirements envisaged by the Code of Corporate Governance pursuant to Art. 2, Recommendations 7 and 9, implemented in the document "Application criteria and procedure for assessing the independence (under the terms of art. 2 of the Corporate Governance Code)", and on the possession, for the body as a whole, of the requirements pursuant to art. 148, paragraph 3, of the CLF and art. 19, paragraph 3, of Legislative Decree no. 39/2010.

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

After the above resolutions, the Committees are composed as follows:

"Audit and Risk and Sustainability Committee":

• Marco Giorgino Chair
• Enrico Tommaso Cucchiani Member
• Karina Audrey Litvack Member
• Jean-Michel Aubertin Member
• Francesco Renato Mele Member

"Remuneration Committee":

• Enrico Tommaso Cucchiani Chair
• Gian Luca Gregori Member
• Anna Chiara Svelto Member
• Angelica Krystle Donati Member
• Simona Signoracci Member

"Nominations, Governance and Scenarios Committee":

• Igor De Biasio Chair
• Regina Corradini D'Arienzo Member
• Jean-Michel Aubertin Member
• Karina Audrey Litvack Member
• Simona Signoracci Member

"Related-Party Transactions Committee":

• Anna Chiara Svelto Chair
• Angelica Krystle Donati Member
• Marco Giorgino Member
• Gian Luca Gregori Member

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