Terna — Remuneration Information 2023

May 10, 2023

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

Rome, 10 May 2023 – Following the non-renewal of Mr Stefano Donnarumma's term as Director and upon the termination of his employment as General Manager, which began on 19 May 2020, the provisions already established at the time of his appointment have been applied.

In application of the provisions approved by the Board of Directors on 18 May 2020 and described in the 2021, 2022 and 2023 Remuneration Report, submitted, with favourable result, to the binding vote of the Annual General Meetings respectively in the sessions of 30/4/2021, 29/4/2022 and 9/5/2023, Mr. Donnarumma was therefore designated a termination payment of € 108,750 for the role of Chief Executive Officer and a severance payment of € 4,563,250 for the role of General Manager.

Added to this will be the severance indemnity and any accrued benefits due for participation in longterm incentive programmes, as also stated in the Company's Remuneration Report.

All of this 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 resolution of the Board of Directors on 22 March 2023 and voted on, favourably, with a binding vote, by the Annual General Meeting on 9 May 2023.

The above-stated amounts shall be paid by the current month, together with the post-employment benefits. 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 and s.m.i. on related-party transactions, the above-mentioned decision - given the existence of the requirements set out in art. 13, paragraph 3 lett. b) of the aforementioned 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 of Terna S.p.A. on 12 November 2010, lastly updated on 28 February 2022.