Terna

Governance Information • Apr 29, 2025

BOARD OF STATUTORY AUDITORS' REPORT TO THE ANNUAL GENERAL MEETING OF TERNA S.P.A.'s SHAREHOLDERS under the terms of art. 153 of Italian Legislative Decree 58/1998 and art. 2429 of the Italian Civil Code

Dear Shareholders,

in this report, prepared under the terms of art. 153 of Legislative Decree 58/1998 (the "CLF") and art. 2429 of the Italian Civil Code, the Board of Statutory Auditors of Terna S.p.A. ("Terna" or also the "Company") details the activities carried out during the year ended 31 December 2024. The report has been prepared in compliance with the applicable legislation, as well as taking into account the "Standards of Conduct for the Boards of Statutory Auditors of Listed Companies" recommended by the Italian Association of Chartered Accountants (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili), the requirements and communications of CONSOB (the Commissione Nazionale per le Società e la Borsa, Italy's Securities and Exchange Commission) regarding corporate controls, and the guidelines contained in the Corporate Governance Code published by Borsa Italiana.

In addition, given that Terna has adopted the traditional governance framework, the Board of Statutory Auditors also fulfils the role of "Internal Control and Audit Committee", which is responsible for carrying out further specific controls and oversight over financial reporting, Consolidated Sustainability Statement and statutory auditing, as detailed in art. 19 of Italian Legislative Decree 39/2010, as amended by Italian Legislative Decrees 135/2016 and 125/2024.

The current Board of Statutory Auditors was elected by the Annual General Meeting of Terna Shareholders held on 9 May 2023 and will remain in office until approval of the financial statements for the year ended 31 December 2025. During 2024, the Board of Statutory Auditors performed its responsibilities holding 26 meetings. During that same year, the Chairperson or members of the Board of Statutory Auditors attended 12 meetings of the Board of Directors; 10 meetings of the Audit & Risk and Sustainability Committee; 2 meetings of the Risk Control Committee, established as of 23 October 2024; 13 meetings of the Appointments, Governance and Scenarios Committee; 4 meetings of the Sustainability, Governance and Scenario Committee, established as of 23 October 2024; 9 meetings of the Remuneration Committee; 6 meetings of the Related-Party-Transactions Committee; and the Annual General Meeting of Shareholders held on 10 May 2024.

During the year, the Board of Statutory Auditors, together with the Audit and Risk Committee, met the Supervisory Board in order to exchange information.

The Board of Statutory Auditors has its own Regulations governing the Body's role, organisation and operating methods, in line with the main organisational profiles envisaged by Terna's governance framework, in light of the principles and rules established by the Corporate Governance Code and the Standards of Conduct for the Boards of Statutory Auditors of Listed Companies. Pursuant to Italian Legislative Decree 39/2010 (as subsequently amended by Italian Legislative Decree 135/2016), the statutory auditing of the accounts is performed by the independent auditors Deloitte & Touche S.p.A. (the "Independent Auditors"), appointed by the Annual General Meeting of 8 May 2019 for the nine-year period 2020 to 2028. The same Independent Auditors, having previously been assigned to verify and issue an attestation regarding the non-financial statement pursuant to Italian Legislative Decree 254/2016, have also been assigned to issue an attestation regarding the compliance of the sustainability report pursuant to Italian Legislative Decree 125/2024, based on the transitional rule contained therein.

1. OVERSIGHT ACTIVITIES

1.1 Oversight of compliance with the law and regulatory and statutory requirements

The oversight tasks assigned to the Board of Statutory Auditors are governed by art. 2403 of the Italian Civil Code, Legislative Decree 58/1998 and Legislative Decree 39/2010. The Board took into account the amendments to Legislative Decree 39/2010 introduced by Legislative Decree 135/2016, in implementation of Directive 2014/56/EU and EU Regulation 537/2014, as well as the amendments also made to Legislative Decree 39/2010 by Legislative Decree 125/2024, in implementation of the CSR Directive.

Based on the indications contained in CONSOB communication DEM/1025564 of 2001, as amended by communication DEM/3021582 of 2003 and, later, by communication DEM/6031329 of 2006, the Board reports the following with regard to the oversight activities carried out during the year.

The Board of Statutory Auditors periodically obtained information from the Directors, including through our attendance of meetings of the Board of Directors and of Board Committees, on their activities and on the most significant transactions, in terms of their impact on the results of operations and financial position, approved and implemented by the Company, and, pursuant to art. 150, paragraph 1 of the CLF, on those carried out by subsidiaries. Based on the available information, the Board of Statutory Auditors is able to provide reasonable assurance that the above

transactions were compliant with the law and the Articles of Association and were not manifestly imprudent, risky or in contrast with resolutions approved by the Annual General Meeting, or such as to compromise the value of the Company.

Furthermore, transactions involving a potential conflict of interest were managed and approved in compliance with the law, the relevant regulations, the Articles of Association and the Guidelines LG006 "Approval of Significant Transactions and Management of Situations of Interest".

During the year, the Board has monitored the correct application of the Corporate Governance Code and, specifically, confirms implementation of the recommendations announced by the Chairperson of the Corporate Governance Committee for 2024.

Due to their significance, the Board of Statutory Auditors notes the following key events during the year, referring readers to the Report on Operations for more detailed information:

• Adriatic Link: authorisation issued by the Italian Ministry of Environment and Energy Security (MASE) for the submarine connection between Marche and Abruzzo;
• ESG-linked Revolving Credit Facility: agreement signed with Intesa Sanpaolo, as the Original Lender and Sustainability Coordinator, to increase the amount of the ESG-linked Revolving Credit Facility to 2.255 billion euros;
• Bond issues: as part of the Euro Medium-Term Notes (EMTN) programme, a fixed-rate bond issue was carried out in euros in the form of a private placement totalling 850 million euros, with a duration of seven years, with the maximum amount for subscription increased to 12 billion euros;
• European Bank Financing: the European Investment Bank (EIB) made a total of 1.9 billion euros available to the Tyrrhenian Link. The last tranche of this, in the amount of 500 million euros and with a duration of 22 years, was signed in order to support the construction and commissioning of the Tyrrhenian Link;
• ESG-Linked Term Loans: two ESG-linked Term Loans have been signed, the first for a total of 200 million euros, the second for a total of 400 million euros, both with a duration of five years;
• Electrical connections: MASE has authorised the construction of two new electrical connections in the city of Milan, representing an investment of around 17 million euros, as part of the works planned to increase the reliability of the power supply to the locations where the Milan-Cortina 2026 Winter Olympics and Paralympics will be held;
• Business Plan: the 2024-2028 Business Plan has been presented, with total planned investments of 16.5 billion euros;

• Ordinary Interim Dividend for 2024: the Board of Directors resolved to pay an ordinary interim dividend for 2024 of €0.1192 per share, payable from 20 November 2024;
• Latam: the third closing transaction was completed for the sale of the company "SPE Transmissora de Energia Linha Verde I S.A." to CDPQ, a global investment group, with the transfer of around 150 km of power lines in Brazil, representing a value of approximately 79 million euros;

Among events occurring after the end of the reporting period, the Board of Statutory Auditors notes that:

• On 13 January 2025, a decree by the Italian Ministry of the Environment and Energy Security authorised Terna's project to modernise the 220 kV "Patria - Sant'Antimo" power line in the province of Naples;
• On 16 January 2025, the Top Employers Institute, a certification body that evaluates companies based on their HR policies and strategies, recognised Terna as a 2025 Top Employer;
• On 16 January 2025, it was announced that Italian electricity consumption had increased by 2.2% in 2024 compared to 2023, while renewable sources had reached an all-time peak in terms of demand coverage at 41.2% (compared to 37.1% in 2023);
• On 20 January 2025, it was announced that Terna would initiate the public consultation phase for the DC connection between Milan and Montalto di Castro. The new 500 km Milan-Montalto electric backbone will optimise energy transits between Central and Northern Italy. The project, an integral part of the future Hypergrid network, will make use of HVDC (High-Voltage Direct Current) technology to better integrate renewable capacity;
• On 23 January 2025, it was announced that the Italian Ministry of the Environment and Energy Security had authorised Terna's project to streamline the electricity grid in the Municipalities of Pescara and Cepagatti (province of Pescara) and San Giovanni Teatino (province of Chieti);
• On 07 February 2025, the first stage of installing the submarine cable for the eastern branch of the Tyrrhenian Link, which will connect Sicily and Campania as one of the most important pieces of electrical infrastructure in the country, began in Fiumetorto in the Municipality of Termini Imerese (PA). The project, which also includes a western branch between Sicily and Sardinia, will involve a total investment of around 3.7 billion euros. This intervention has a crucial role to play in the decarbonisation process required by Italy's Integrated National Energy and Climate Plan (INECP), by increasing transport capacity and facilitating the energy transition;
• On 10 February 2025, the issuance of a new 7-year green bond in the amount of 750 million euros was successfully completed;

• On 19 February 2025, the Board of Directors appointed a new Supervisory Board, chaired by an independent professional;
• On 25 March 2025, the Board of Directors approved the "2024 Annual Financial Report", which includes a special section on the Sustainability Report, Consolidated Financial Statements and Annual Financial Statements of the Parent Company as at 31 December 2024, as well as the 2024 Green Bond Report.

Details of other transactions are provided in the notes to the financial statements in the section on events occurring after the end of the reporting period.

In relation to the Corporate Governance Code, it is also noted that the company has continued a process to verify company procedures with a view to continuous improvement.

In the context of participation in the meetings of corporate bodies, and in the context of its own activities in general, the Board of Statutory Auditors has verified compliance with the law and the by-laws, with no critical issues revealed.

1.2 Oversight of compliance with the principles of good governance and the adequacy of the organizational structure

The Board of Statutory Auditors has acquired information on and overseen, within the scope of its responsibilities, the adequacy of the organisational structure and compliance with the principles of good governance, by obtaining information from the Board of Directors, the Chief Executive Officer and the heads of the company departments.

With reference to Italian-registered subsidiaries, and by obtaining information from the Boards of Statutory Auditors, the heads of the relevant company departments and the Independent Auditors as part of the reciprocal exchange of material data and information, the Board of Statutory Auditors has acquired information on and overseen:

• the adequacy of the instructions issued by the Company to its subsidiaries, pursuant to art. 114 of the CLF;
• compliance with the principles of good governance;
• the adequacy of the organisational structure;
• the prompt communication of the information requested.

It should be noted that, starting from 2022, a report was drafted and approved for service subsidiaries, describing the administrative and accounting structure of the company and the

methods and instruments adopted to ensure its correct operation, including in terms of the prompt detection of business crises and loss of the going-concern assumption, under the terms of Italian Legislative Decree 14/2019.

The annual reports prepared by the Boards of Statutory Auditors of the Italian-registered subsidiaries on the subsidiaries' financial statements have not identified any problems. Similarly, no concerns have been raised as a result of the information received from the Boards of Statutory Auditors of the main subsidiaries, including in the form of specific questionnaires completed and signed by their oversight bodies.

The Annual Financial Report, information received during Board of Directors' meetings and from the Chief Executive Officer, from senior managers, from the Boards of Statutory Auditors of subsidiaries and from the Independent Auditors has not provided evidence of transactions of an atypical and/or unusual nature with Group companies, or with third parties or related parties.

On the basis of this information, the Board of Statutory Auditors considers that the organisational structure of the Company, the procedures in place and the composition in terms of roles and responsibilities, are adequate for the size of the company and its type of business.

During the year, the Company took steps to implement or comply with the requirements established by Law, the Supervisory Authorities and the Corporate Governance Code.

1.3 Oversight of the internal control and risk management system

The Board of Statutory Auditors has overseen the adequacy of the internal control and risk management systems by taking part in all meetings of board committees and by:

• examining the report of the Audit and Risk Committee on its activities and on the adequacy of the internal control and risk management system;
• examining the Annual Report produced by the Head of Internal Audit on the internal control system;
• examining the reports produced by the Supervisory Board pursuant to Legislative Decree 231/2001;
• holding periodic meetings, including attendance at Audit and Risk Committee meetings with the Internal Audit and Legal and Compliance departments to assess the procedures for planning work, based on the identification and assessment of the main risks present in organizational processes and units;

• holding meetings with the risk management department in order to analyse the Group's strategic risks;
• holding meetings with senior management regarding the organisational and operational impacts of Terna's activities;
• examining the periodic reports prepared by the Audit department in coordination with the Company's Audit and Risk Committee;
• holding meetings with the Manager responsible for financial reporting;
• acquiring information from the oversight bodies of the Italian-registered subsidiaries, pursuant to the first and second paragraphs of art. 151 of the CLF, on material events involving Group companies and on the internal control system, through the completion of specific questionnaires;
• holding meetings with the Company's Supervisory Board;
• discussing the results of the work carried out by the Independent Auditors;
• participating regularly in meetings of the Company's Audit and Risk Committee, the Appointments Committee, the Remuneration Committee and the Related-Party-Transactions Committee;
• meeting with the Company's top management to discuss the adequacy of the administrative and accounting systems, in order to understand the current and potential risks to be managed;
• noting the results of the Board of Directors' assessment of the adequacy of Terna's organisational, administrative and accounting systems and those of its strategic subsidiaries.

The Company's Internal Audit department operates on the basis of a multi-year plan, which is reviewed annually. This defines the activities and processes to be audited using a risk-based approach. The plan was approved by the Board of Directors on 19 February 2025 having consulted the Audit and Risk Committee and the Board of Statutory Auditors.

The activities carried out by the Audit Department during the year covered the range of planned activities. The department's activities did not identify any major concerns, but did find areas for improvement, which are being closely monitored and will be addressed based on an established and verified schedule.

The Board of Statutory Auditors acknowledges that the annual report prepared by the Audit Department states that existing internal controls are reliable, and that the Audit and Risk Committee

has concluded that the internal control and risk management system is adequate with respect to the size and nature of the company.

The Board of Statutory Auditors has acquired information on the adequacy of the organisational, administrative and accounting system of the Company and of its subsidiaries, bearing in mind the nature and size of the enterprise, including for the purposes of the provisions of the Crisis and Insolvency Code and particularly with regard to the instruments in place for risk management and tracking.

On the basis of the activity carried out, the information gathered, the content of the report produced by the Internal Audit Department, also considering the dynamic and evolving nature of the Company's internal audit and risk-management system, and considering the actions planned and implemented, the Board of Statutory Auditors concludes that overall this system can be considered adequate, effective and operational.

1.4 Oversight of the administrative and accounting system and the financial reporting process

The Board of Statutory Auditors has verified the adequacy of the administrative and accounting system and suitability of the latter for correct representation of management facts and actions, under the coordination of the Manager responsible for financial reporting, pursuant to Italian Law no. 262/2005, "Provisions for the protection of savings and the regulation of financial markets", as amended.

The Board of Statutory Auditors held periodic meetings with the Manager responsible for financial reporting in order to exchange information on the administrative and accounting system, and on the system's reliability in providing a true and fair view of operations.

The Board of Statutory Auditors also examined the attestation signed by the Chief Executive Officer and the Manager responsible for financial reporting, prepared in accordance with art. 154-bis of the CLF and presented to the Board of Directors on 25 March 2025, in line with the model established by Consob Regulation no. 11971 of 1999.

On 19 February 2025, the Board of Directors approved the Impairment Testing procedure drawn up in accordance with the requirements of IAS 36, with the aim of providing guidelines for the performance of tests on the recoverability of the Terna Group's assets, and on 25 March 2025 the outcome of application of this procedure to the relevant items in the 2024 financial statements.

The Board oversaw (i) the Board of Directors' adoption of the procedure and, subsequently, (ii) the outcomes of the tests carried out by management, which confirmed the recoverability of the assets tested for impairment.

The Manager responsible for financial reporting and the Independent Auditors gave the Board confirmation that the instructions provided by the European Securities and Markets Authority (ESMA) in its document of 24 October 2024 on European common enforcement priorities were taken into account in the performance of the impairment test, as was the Consob Notice of 20 December 2024 regarding the impact of climate-related issues.

For exchanges of information defined by law, the Board of Statutory Auditors held periodic meetings with the independent auditors Deloitte & Touche Spa, receiving updates on auditing of the accounts and the outcomes of checks performed. During these meetings, no critical issues or anomalies were identified regarding the proper keeping of company accounts, nor the proper recording of operations in the accounting records.

The Board of Statutory Auditors has therefore monitored observation of the procedural rules governing the financial disclosure process for financial statements and consolidated financial statements, and has not identified any shortcomings such as to invalidate its judgement of the adequacy and effective application of the administrative and accounting procedures.

1.5 Oversight of sustainability reporting

The Board of Statutory Auditors has examined the sustainability governance structure adopted by the company. The Board of Directors plays a key part in this regard within the scope of its role in providing strategic leadership, examining the medium- and long-term ESG goals set out in the Group's sustainability plan, and evaluating the Impacts, Risks and Opportunities (IROs) emerging from the double materiality analysis.

The Board of Directors also avails of the activities of the Sustainability, Governance and Scenario Committee, which is entrusted with carrying out research and making proposals in terms of ESG topics and processes, including those concerning sustainability reporting.

The Board of Statutory Auditors has verified that the sustainability reporting is structured in a manner consistent with the provisions of Italian Legislative Decree 125/2024 and with the strategic objectives and company policies indicated in the business plan, and that the report contains

information both on the impact of the company's activities on the environment, people and governance (the inside-out approach), and on how the risks and opportunities arising from sustainability matters affect the economic-financial performance of the enterprise (outside-in)

The Board of Statutory Auditors has acquired information on the activities planned and then carried out by the Manager responsible for financial reporting for the purposes of attesting to compliance with the standards imposed by sustainability regulations. Terna has opted to have the same Manager responsible for financial reporting prepare this attestation.

The Board of Statutory Auditors has verified that the Consolidated Sustainability Statement was carried out by the directors in accordance with the reporting principles adopted by the European Commission pursuant to Directive 2013/34/EU (the European Sustainability Reporting Standard), and that the information contained in the "EU Taxonomy" paragraph was compiled in compliance with Regulation EU 852/2020 (the Taxonomy Regulation)

The Board of Statutory Auditors took into account the attestation issued by the Chief Executive Officer and by the Manager responsible for financial reporting regarding the compliance of the sustainability report with the standards applied pursuant to Directive 2013/34/EU and Italian Legislative Decree 125/2024, as well as in relation to its preparation following the specifications of EU Taxonomy Regulation 852/2020.

The Board of Statutory Auditors has therefore monitored observation of the procedural rules governing sustainability reporting, and has not identified any shortcomings such as to invalidate its judgement of the adequacy and effective application of the administrative and accounting procedures.

1.6 Oversight of related-party transactions

Intra-group or related-party transactions are shown in the notes to the financial statements for 2024, under "Related-party transactions", showing transactions with the parent, subsidiaries and associated companies.

Related parties of the Company are identified on the basis of the principles established by IAS 24 and are in principle represented by parent companies, companies connected to the Terna Group, subsidiaries that are not consolidated, associated companies or companies under joint control and other investee companies.

The Board of Statutory Auditors oversaw compliance of the Procedure adopted by TERNA S.p.A. regarding Related-party transactions (i.e. Guideline LG026 "Related-Party Transactions Procedure" and the corresponding Operating Instruction IO414CA), as last altered by the Board of Directors on 16/06/2021 as amended, and the correct application of the new regulatory provisions that came into force on 1 July 2021.

2. INTERNAL CONTROL AND AUDIT COMMITTEE

2.1 Oversight of annual and consolidated account auditing

Under the terms of art. 19 of Legislative Decree 39/2010 as amended by Legislative Decree 135/2016, the Board of Statutory Auditors is also assigned the role of Internal Control and Audit Committee and, in this role, conducted the required oversight of the statutory audit of the annual and consolidated accounts.

The Board of Statutory Auditors held periodic meetings with the Independent Auditors, Deloitte & Touche S.p.A., in part pursuant to art. 150, paragraph 3 of the CLF, in order to exchange information. During these meetings, the Independent Auditors did not report omissions, shortcomings or irregularities requiring specific disclosure pursuant to art. 155, paragraph 2 of the CLF.

In conducting oversight of the financial statements, the Board of Statutory Auditors held periodic meetings with the Independent Auditors to examine the results of their assessment of the regular nature of accounting systems, to examine the audit plan for Terna and the Group and progress in implementation of the plan.

The Board of Statutory Auditors and the Independent Auditors also engaged in continuous exchanges of information. In particular, the Board (i) noted an adequate level of professional scepticism; (ii) promoted effective and timely dialogue with the Auditors; (iii) oversaw, without identifying any concerns, the impact of remote working for the Independent Auditors' personnel, availing itself of the support provided by company departments.

The Board of Statutory Auditors (i) analysed the activities of the Independent Auditors and, in particular, the methods used, the audit approach applied to the various material components of the financial statements and to the planning of audit work, and (ii) discussed issues relating to the related business risks with the Independent Auditors, thereby enabling us to assess the adequacy of

the auditors' plans with respect to the structural and risk profiles of the Company and the Group; (iii) continued in-depth examination of the Audit Quality Indicators.

The financial statements for the year ended 31 December 2024, accompanied by the Directors' report on operations and the attestation signed by the Chief Executive Officer and the Manager responsible for financial reporting, approved by the Board of Directors at the meeting held on 25 March 2025, were at the same time made available to the Board of Statutory Auditors in view of the Annual General Meeting of shareholders called for 21 May 2025. On 25 March 2025, Terna's Board of Directors approved the consolidated financial statements, as prepared by the Manager responsible for financial reporting and, pursuant to art. 154-bis of the CLF, accompanied by the attestation signed by the Chief Executive Officer and the Manager responsible for financial reporting.

On 23 April 2025, pursuant to art. 14 of Legislative Decree 39/2010 as amended by Legislative Decree 139/2016 and art. 10 of Regulation (EU) 537/2014, the Independent Auditors issued their audit reports on the separate financial statements and the Terna Group's consolidated financial statements for the year ended 31 December 2024, prepared in compliance with the International Financial Reporting Standards – IFRS adopted by the European Union.

In terms of opinions and attestations, in their audit reports on the separate and consolidated financial statements the Independent Auditors have:

• issued an opinion stating that Terna's separate financial statements and the Terna Group's consolidated financial statements provide a true and fair view of the financial and equity situation of the Company and Group at 31 December 2024, and of the economic result and cash flows for the year ended on that date, in conformity with the International Financial Reporting Standards adopted by the European Union, as well as with provisions issued in implementation of art. 9 of Legislative Decree 38/2005;
• issued an opinion on the consistency of the Report on Operations accompanying the separate and consolidated financial statements for the year ended 31 December 2024 and certain specific information in the "Report on Corporate Governance and Ownership Structures" indicated in art. 123-bis, paragraph 4 of the CLF, responsibility for which lies with the Directors of Terna, with the annual financial statements and the consolidated financial statements, as well as on the legal compliance of their preparation;
• declared that, with regard to potential material errors in the Report on Operations, based on the information obtained and their understanding of the Company and associated context acquired during audit activities, they had nothing to report;

• declared that the annual financial statements were prepared in XHTML format in compliance with the provisions of Delegated Regulation (EU) 2019/815 and that the consolidated financial statements were compiled in all material ways in compliance with the provisions of the Delegated Regulation;

On 23 April 2025, the Independent Auditors also presented the Board of Statutory Auditors with the additional report required by art. 11 of Regulation (EU) 537/2014, in which the auditors do not identify any significant shortcomings relating to the system of internal controls over the financial reporting process to be brought to the attention of persons involved in the governance of the Company. The Board of Statutory Auditors will inform the Company's Board of Directors of the outcome of the statutory audit, providing the Directors with the Additional Report required by art. 11 of Regulation (EU) 537/2014, accompanied by any observations, pursuant to art. 19 of Legislative Decree 39/2010, as extended by Legislative Decree 135/2016 and Regulation (EU) 537/2014.

In the aforementioned Additional Report, the Independent Auditors presented the Board of Statutory Auditors with the declaration regarding their independence, as required by art. 6 of Regulation (EU) 537/2014, which does not contain evidence of any situations that might compromise such independence.

The Independent Auditors received attestation and other engagements during 2024, as described in the Annual Financial Report for 2024, prepared in accordance with art. 149-duodecies of the Regulations for Issuers.

The fees for these engagements amount to €233,509, broken down as follows:

- Unbundling audit for ARERA	€9,353
- Opinion on payment of interim dividends	€18,800
- Issue of EMTN comfort letters and other documents	€54,926
- Attestation regarding Consolidated Sustainability Statement	€118,430
- Gap analysis for CSRD update	€25,000
- Attestation regarding ARERA revenue	€7,000

2.2 Oversight of the Consolidated Sustainability Statement process and the abridged audit thereof by the independent auditors

In its role as the Internal Control and Audit Committee, pursuant to art. 19 of Italian Legislative Decree No. 39 of 27 January 2010, the Board of Statutory Auditors has examined the sustainability reporting process and the related procedures put in place by the company for the purposes of compliance with the standards of the European Commission, including the use of an electronic format; moreover, it has checked the effectiveness of the internal control, quality and risk management system as well as that of the internal audit in relation to the sustainability report.

Terna has:

• an Internal Control System on Sustainability Statement SCIIS;
• a process for preparing the consolidated sustainability statement.

SCIIS has been prepared based on national and international Leading Practices (the COSO Report on sustainability declarations) and is an integral part of the Terna Group's Internal Control and Risk Management System.

SCIIS aims to ensure the reliability of the said sustainability report, and its compliance with the reporting standards set at European level (ESRS) as well as with the specifications adopted pursuant to article 8, paragraph 4, of EU Regulation 2020/852 (the so-called EU Taxonomy).

Terna has already overseen the process of drawing up sustainability information in previous years, setting out the roles and responsibilities of the parties involved in reporting in specific documentation and a description of the key indicators of sustainability in a special manual. These rules are constantly updated for compliance with the latest regulatory developments, particularly in accordance with Italian Legislative Decree No. 125/2024 implementing the new Directive 2022/2464/EU on corporate sustainability reporting.

The Manager responsible for financial reporting, pursuant to Legislative Decree No. 125/2024, which integrated art. 154 bis of the Consolidated Financial Law, provided an attestation of the Sustainability Report's compliance with the reporting standards (European Sustainability Reporting Standard, ESRS) and art. 8 of EU Regulation 2020/852 (Taxonomy Regulation).

The Board of Statutory Auditors has acquired information regarding the structures responsible for the process of drawing up the sustainability report, and verified the existence of:

• an adequate organisational structure responsible for sustainability reporting;
• an adequate administrative and accounting system;

• directives, procedures and operating practices adopted in order to ensure that the Consolidated Sustainability Statement is both complete and reliable;
• adequate, regular flows of information, both in terms of quantity and quality, for the preparation of the sustainability report.

The Board of Statutory Auditors monitored the attestation of the consolidated sustainability statement, engaging in a regular exchange of information with the auditors of the sustainability report, and carried out an analysis of the methodological system which they adopted.

The Manager responsible for financial reporting and the Independent Auditors gave the Board of Statutory Auditors confirmation that their verifications took into consideration the instructions provided by the European Securities and Markets Authority (ESMA) in its document of 24 October 2024 on European common enforcement priorities, as well as the Consob Notice of 20 December 2024 regarding the climate information provided in the Sustainability Report.

On 23 April 2025, the Independent Auditors issued, pursuant to Legislative Decree 125/2024, the report on the limited review of the Consolidated Sustainability Statement , offering the following conclusions:

"On the basis of the work carried out, no matters have come to our attention that would cause us to conclude that:

• the Terna Group's consolidated sustainability statement for the year ended December 31, 2024 has not been prepared, in all material respects, in accordance with the reporting standards adopted by the European Commission pursuant to Directive (EU) 2013/34/EU (European Sustainability Reporting Standards, hereinafter also referred to as the "ESRS");

• the information contained in the paragraph "The EU Taxonomy" of the consolidated sustainability statement has not been prepared, in all material respects, in accordance with art. 8 of Regulation (EU) No. 852 of 18 June 2020 (hereinafter also "Taxonomy Regulation")"

Based on the information acquired through the course of carrying out its oversight activities, the Board of Statutory Auditors has no observations to make in relation to the aspects of this matter which fall within its remit, including in its role as Internal Control and Audit Committee.

3. OTHER ACTIVITIES

3.1 Method for effective implementation of corporate governance rules

In carrying out its duties, as required by art. 2403 of the Italian Civil Code and art. 149 of the CLF, the Board of Statutory Auditors monitored effective implementation of the corporate governance rules provided for in the corporate governance codes Terna has stated that it has adopted. The Company adheres to the Corporate Governance Code drawn up by Borsa Italiana and has prepared, pursuant to art. 123-bis of the TUF, the annual "Report on Corporate Governance and Ownership Structures".

The report provides information on, among other things (i) ownership structures; (ii) the corporate governance rules adopted; (iii) the internal control and risk management system; (iv) procedures for General Meetings of shareholders; (v) shareholder rights and how they are exercised; (vi) composition and terms of reference of the management and oversight bodies and board committees.

The Board of Directors approved the "Report on Corporate Governance and Ownership Structures" on 25 March 2025.

The Board of Statutory Auditors has verified correct application of the criteria and procedures adopted by the Board of Directors for assessing the independence of its members in accordance with the procedure adopted by the Board of Directors.

The Board of Directors, with the assistance of an external consulting firm, has conducted a board review, whose findings were discussed at the meeting held on 25 March 2025 and described in Terna's Report on Corporate Governance.

With the support of the consulting firm, the Board of Statutory Auditors performed its annual board review, discussing the findings during the meeting on 20 March 2025.

3.2 Remuneration policies

The Board of Statutory Auditors has audited the processes involved in drawing up the Company's remuneration policies, with particular regard to the criteria used in determining the remuneration of the Chief Executive Officer and Senior Managers with strategic responsibilities, providing, where required by law, the related opinions.

Following the proposal of the Remuneration Committee, the Board of Directors' meeting of 25 March 2025 approved the "Report on the Remuneration Policy and Remuneration Paid", prepared pursuant to art. 123-ter of the TUF and in compliance with art. 5 of the Code of Corporate Governance.

The Board of Statutory Auditors has examined the Report on Remuneration indicated above, and has verified its compliance with legal and regulatory provisions, its clarity, and the completeness of its information with regard to the remuneration policy adopted by the Company.

3.3 Reports, complaints, omissions or shortcomings, opinions provided and initiatives undertaken

During the 2024 financial year, the Board of Statutory Auditors received no complaints pursuant to art. 2408 of the Italian Civil Code, and no reports from third parties. It also notes that the Company has not been notified of any appeal regarding complaints to the Courts pursuant to the first paragraph of art. 2409 of the Italian Civil Code; nor has the Company itself needed to make any complaints pursuant to the seventh paragraph of art. 2409 of the Italian Civil Code.

On the basis of our activities and the information obtained, the Board of Statutory Auditors is not aware of any omissions, shortcomings, irregularities or any other circumstances that require reporting to the supervisory authorities or mention in this report.

The Board of Statutory Auditors also expressed the opinions required by law.

The Board of Statutory Auditors, in the context and within the limits of its duties and functions, continues to monitor the ongoing procedure for assessment and improvement of the internal organisational structure initiated by the Company.

3.4 Review of the Board of Statutory Auditors

In accordance with Standard Q.1.1 in the Standards of Conduct for the Boards of Statutory Auditors of Listed Companies, the Board has, with the assistance of an external consulting firm, conducted a review of its composition, size and performance, presenting the outcome to the Board of Directors

at the meeting held on 20 March 2025. With regard to the requirements and competencies of individual members and of the Board as a whole, the Review confirmed that:

• in addition to satisfying the related integrity and professional requirements, and there being no evidence of the grounds for disqualification provided for in the relevant legislation, all the Standing Auditors meet the independence requirements provided for in the Corporate Governance Code;
• the Board of Statutory Auditors guarantees the gender and age diversity of its members
• each Standing Auditor possesses ample knowledge and experience in several areas of expertise
• the Board of Statutory Auditors possesses an adequate level of expertise overall.

4. CONCLUSIONS

Based on the above, and considering the content of the reports issued by the Independent Auditors and the attestations released jointly by the Chief Executive Officer and the Manager responsible for financial reporting, the Board of Statutory Auditors, within the scope of its responsibilities, expresses a favourable opinion on the approval of Terna's financial statements for the year ended 31 December 2024 and on the appropriation of net profit for the year of € 970,356,839 as proposed by the Board of Directors.

Rome, 23 April 2025

The Board of Statutory Auditors

Mario M. Busso	(Chairman)
Lorenzo Pozza	(Standing Auditor)
Antonella Tomei	(Standing Auditor)

This translation was prepared by TERNA exercising its best diligence. However, TERNA shall not be liable or otherwise responsible for its use and any damages or losses resulting out of its use in any individual case and in whatever jurisdiction. Moreover, it is recalled that the only official version of the Report is the Italian version signed by the members of the Board of Statutory Auditors.