Terna — Capital/Financing Update 2022

Sep 15, 2022

TERNA: PRIVATE PLACEMENT OF A 5 YEARS BOND ISSUE FOR 100 MILLION EURO

Rome, 15 September 2022 – Terna S.p.A. ("Terna" or "Company") today launched a fixed rate, single tranche bond, in Euro - through a private placement procedure – for an overall amount of Euro 100 million.

The above-mentioned bond issuance is under the Euro Medium Term Notes Programme (EMTN) of the Company, for a total amount of Euro 9.000.000.000, which has been rated "BBB+" by Standard & Poor's, "(P)Baa2" by Moody's and "A-" by Scope. The notes, with a duration of 5 years and a maturity date falling on 22 September 2027, will pay a coupon of 3.44%, issue price at par and a spread of 91 basis points over the midswap (the "Notes"). The settlement date for the issue is scheduled for 22 September 2022.

The proceeds from the issue are expected to be used by the Company to fund the needs of the Group's Industrial Plan and to meet the Group's ordinary financial needs, as well as contributing to the optimization of Terna's financial management.

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The Notes will be listed, at the time of the issue, on the Luxembourg Stock Exchange.

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. Furthermore, this Press Release does not constitute a recommendation by the Company or any other party to sell or buy the Notes, neither a prospectus or other offering document. 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 any other jurisdiction where the extension, dissemination or availability of the transaction (and any other transaction contemplated thereby) would breach any applicable law or regulation or require registration of such Securities in the relevant jurisdiction (the "Restricted Jurisdictions"). This Press Release shall not be distributed, directly or indirectly, in such Restricted 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"), nor under any law applicable to financial instruments of the United States of America or any other Restricted Jurisdiction and may not be offered or sold neither in the United States of America without a registration or a specific exemption from registration under the Securities Act nor in a Restricted Jurisdiction. The distribution of this Press Release may be restricted by regulatory provisions. Individuals in jurisdictions where this release is distributed, published or circulated should inform themselves of and comply with such restrictions. 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. Any person who is not a Relevant Person should not act on or rely on this release. The documentation relating to the issuance of the Notes is not and will not be approved by 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") and any applicable legal or regulatory provision or in other circumstances in which an exemption from the obligation to publish a prospectus is applied, 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.