Terna — Remuneration Information 2020

May 19, 2020

DISCLOSURE ON POST-EMPLOYMENT BENEFIT AND SEVERANCE PAYMENTS FOR THE TERMINATION OF THE ROLE OF GENERAL MANAGER

Rome, 19 May 2020 – Following the non-renewal of Luigi Ferraris's term as director and upon the termination of his employment as an executive, which began on 01 May 2017, the provisions already established at the time of his appointment in 2017 have been applied.

In the meeting held on 10 March 2020, upon notification of the Remuneration Committee, the Company's Board of Directors noted the application of the provisions approved by the BoD on 9 May 2017 and described in the 2018, 2019 and 2020 Remuneration Report—in the event of non-renewal of the appointment—and approved the 4/5/2018, 8/5/2019 and 18/5/2020 Shareholders' Meetings.

In application of the above-mentioned provisions, Mr. Ferraris was designated a termination payment of € 108,750.00 for the role of Chief Executive Officer and a severance payment of € 4,625,000.00 for the role of Managing Director, which includes an allowance in lieu of notice, pursuant to Art. 2121 of the Italian Civil Code, as well as severance indemnity and any accrued benefits due for participation in short and long-term incentive programmes, as also stated in the Company's Remuneration Report.

The designation was determined in line with the provisions of the law and the applicable contract, as well as in compliance and in accordance with Terna's remuneration policy (including the mechanisms referred to in the clawback clauses), with the Remuneration Committee's involvement, as described in the Remuneration Report, prepared pursuant to Art. 123-ter of the Consolidated Law on Finance, approved by the Board of Directors on 10 March 2020 and voted on, favourably, with a binding vote, by the Shareholders' Meeting on 18 May 2020.

The above-stated amounts shall be distributed in May 2020, in addition to the post-employment benefit. A binding non-compete agreement is not required upon termination of employment, and therefore no payment shall be due in that respect.

In compliance with the provisions of CONSOB Regulation 17221/2010 on related-party transactions, the above-mentioned decision—given the existence of the requirements set out in Art. 13.3(b) of the Regulation—benefits from the exemption from application of the procedural rules pursuant to the Procedure for Related-Party Transactions approved by the Board of Directors on 12 November 2010, last updated on 15 December 2016.