Terna

M&A Activity • Sep 30, 2025

TERNA COMPLETES ACQUISITION OF PART OF THE HIGH-VOLTAGE TRANSMISSION GRID IN THE METROPOLITAN AREA OF ROME

The acquisition will strengthen continuity and security of the electricity transmission service, fostering the integration of the high-voltage grid in Central Italy

The transaction is consistent with the targets outlined by Terna in the 2024-2028 Industrial Plan

Rome, 30 September 2025 – Today, Terna finalized the acquisition of 100% of the share capital of Rete 2, a company controlled by Areti and owner of a portion of the Acea Group's high-voltage infrastructure located in the Rome metropolitan area.

The acquisition, first announced to the market on 6 November 2024, was completed through the signing of the share purchase agreement, effective as of today, following the adoption by the Ministry of Environment and Energy Security of the necessary measures to expand the National Transmission Grid (NTG) and to transfer to Rete 2 all administrative authorizations relating to the high-voltage assets included in the transaction perimeter.

The scope of the transaction covers 73 high-voltage transmission lines totaling approximately 481 km (both overhead and underground), the high-voltage components of 3 primary substations, the fiber-optic network installed along the included high-voltage lines (part of which will be used for the operation and monitoring of the NTG and the surplus potentially made available for third-party commercialization).

The employment contracts of the personnel managing the high-voltage grid within the Rome metropolitan area are also included.

"This transaction, fully aligned with the objectives of our 2024–2028 Industrial Plan, supports the achievement of the Group's economic and financial targets. The acquisition will enable more efficient operational management of our network, particularly in the Rome metropolitan area," said Giuseppina Di Foggia, Terna's Chief Executive Officer and General Manager.

The purchase price for 100% of the share capital of Rete 2 amounts to approximately €227 million, subject to price adjustments. This consideration reflects the current overall regulatory asset value of the infrastructure included in the transaction, equal to around €207 million.

The acquisition will facilitate more effective decision-making in renewal and development investments for the Central Italy transmission network, while having a limited impact on Terna's financial leverage and a neutral effect on its credit rating.

The acquisition will therefore create value and efficiency for the entire electricity system, allowing Terna to achieve a more functional and integrated management of its infrastructure.

This is consistent with the provisions of the Italian Regulatory Authority for Energy, Networks and Environment (ARERA), which, through Resolution 616/2023, introduced incentives for distribution companies to promote the transfer of high-voltage assets to Terna, in line with the goal of unifying such infrastructure under Terna's management.