Terna — Capital/Financing Update 2021

Jun 16, 2021

The issuance has been very successful in the market with an orderbook at peak of over € 2.2 billion, approximately 4 times the offered amount

TERNA: SUCCESSFUL LAUNCH OF A NEW GREEN BOND FOR € 600 MILLION

The bond will have a tenor of 8 years and an actual rate of 0.398%

The group led by Stefano Donnarumma confirms its strategy of combining sustainability and growth to promote energy transition

Rome, 16 June 2021 –TERNA S.p.A. today successfully launched a green bond addressed to institutional investors for a nominal amount of €600 million. The issuance, with an orderbook characterized by high quality and broadly geographically diversified investors, has been very successful in the market with a maximum demand of over € 2.2 billion, approximately 4 times the offered amount, and is made under Terna's Euro 9,000,000,000 Medium Term Notes (EMTN) Programme, which has been rated "BBB+" by Standard and Poor's, "(P)Baa2" by Moody's, and "A- " by Scope.

The green bond has been issued with a tenor of 8 years and maturity date falling on 23 June 2029, with an issue price equal to 99.819%, a spread of 45 basis points over the Midswap. It will pay a coupon of 0.375%. The effective cost of the issue for Terna is equal to 0.398% and it will be lower than the aggregate average cost of the consolidated debt equal to 1.3% over the new Strategic Plan period. An application will be made for the green bond to be listed on the Luxembourg Stock Exchange.

The net proceeds from the issue will be used to finance the Company's eligible green projects, defined or to be defined in compliance with the Terna's Green Bond Framework, which is aligned to the "Green Bond Principles 2021" published by the International Capital Market Association (ICMA) and the EU Taxonomy, aimed at facilitating sustainable investments.

The strategy of the group led by Stefano Donnarumma confirms its focus on combining sustainability and growth to promote the current energy transition and generate greater benefits to the Italian country and all the stakeholders. In this respect, the company has outlined and published a Green Bond Framework to facilitate the transparency and quality of the green bonds issued. The Framework and the second party opinion, prepared by the independent advisor Vigeo Eiris, are available to the public on company's website (www.terna.it).

The bond was placed by a syndicate of banks formed by Banca Akros, BNP Paribas, Deutsche Bank, IMI-Intesa Sanpaolo, JP Morgan, Natixis, Santander, UniCredit acting as joint lead managers and joint bookrunners.

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This press release (the "Press Release") (including the information contained herein) does not constitute or is part of an offering or an invitation to purchase the Notes issued by the Company. No action has been taken or will be taken by the Company that would permit an offering to sell or an invitation to purchase the Notes in any jurisdiction where actions for such purposes are required. It is forbidden to distribute this Press Release in any jurisdiction where actions for such purpose are required. Persons into whose possession this Press Release comes are required to inform themselves about and to observe any such restrictions. In particular, this Press Release (including the information contained herein) does not constitute or is part of an offering of the Notes in the United States of America, Japan, Australia or Canada and shall not be distributed, directly or indirectly, in such jurisdictions. The Notes have not been and will not be registered under the United States Securities Act of 1933, as subsequently amended (the "Securities Act"), and may not be offered or sold in the United States of America without a registration or a specific exemption from registration under the Securities Act. In the United Kingdom this Press Release is directed only to: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and qualified investors under Article 49(2) from (a) to (d) of the Order, and (ii) to whom this Press Release may otherwise be lawfully communicated (together being referred to as "Relevant Persons"). This Press Release must not be acted or relied upon by persons who are not Relevant Persons. Any investment or investment activity, to which this Press Release relates, is considered in the exclusive interest of and only addressed to the Relevant Persons and will be undertaken only with Relevant Persons. The documentation relating to the issuance of the Notes is not and will not be submitted to CONSOB (the Italian Securities Exchange Commission) pursuant to the applicable laws. Therefore, the Notes may not be offered, sold or distributed to the public in the territory of the Republic of Italy, other than to qualified investors, as defined by Article 2(1)(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"), by Article 35(1)(d) of CONSOB Regulation No. 20307 of 15 February 2018, pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998 (the "Consolidated Finance Act"), as amended, and pursuant to Article 34-ter of CONSOB Regulation

No. 11971 of 14 May 1999 (the "Issuers Regulation"), as amended from time to time, or in the other circumstances set forth under Article 100 of the Consolidated Finance Act or the Issuers' Regulation or the Prospectus Regulation, in any case in compliance with laws and regulations or requirements imposed by CONSOB or other Italian Authority.