Terna — Governance Information 2024

Mar 6, 2024

TERNA: RESULTS OF DIRECTORS AND STATUTORY AUDITORS' ASSESSMENT ON INDIPENDENCE REQUIREMENTS

Rome, 6 March 2024 - Today's meeting of the Board of Directors of Terna S.p.A. ("Terna"), chaired by Igor De Biasio, proceeded to assess its members' compliance with the independence requirements in the Articles of Association, in art. 147-ter, paragraph 4 and art. 148, paragraph 3 of the Consolidated Law on Finance ("CLF"), as well as with the independence requirements in the Corporate Governance Code (art. 2, Recommendation 7) reflected in the document, "Criteria and procedure for assessing independence".

In light of the governance recommendations, the Chairman, Igor De Biasio, was assessed as independent pursuant to both art. 147-ter, paragraph 4 and art. 148, paragraph 3 of the Consolidated Law on Finance ("CLF") and to art. 2, Recommendation 7 of the Corporate Governance Code.

The non-executive Directors Angelica Krystle Donati, Enrico Tommaso Cucchiani, Gian Luca Gregori, Simona Signoracci, Marco Giorgino, Karina Audrey Litvack, Jean-Michel Aubertin and Anna Chiara Svelto were assessed as independent pursuant to both art. 147-ter, paragraph 4 and art. 148, paragraph 3 of the CLF and to art. 2, Recommendation 7 of the Corporate Governance Code.

The Directors Regina Corradini D'Arienzo, Francesco Renato Mele and Qinjing Shen were assessed as not independent pursuant to both art. 147-ter, paragraph 4 and art. 148, paragraph 3 of the CLF and to art. 2, Recommendation 7 of the Corporate Governance Code.

The Board of Directors also verified that all its members fulfil the requirements in the provisions of art. 15.5 of the Articles of Association concerning independence and incompatibility, adopted pursuant to the Unbundling Regulations.

As recommended by the Corporate Governance Code, and in accordance with the role assigned to it by law, the Board of Statutory Auditors verified the correct application of the established assessment criteria and procedures adopted by the Board of Directors in assessing the independence of its non-executive members.

The Board of Statutory Auditors also reported during today's meeting that all the Statutory Auditors meet the relevant independence requirement, pursuant to art. 2, Recommendation 9 of the

Corporate Governance Code, verified during the meeting held on 7 February 2024 in application of the Board of Statutory Auditors' Terms of Reference.