Terna: expanding the composition of the board Committees

TERNA: EXPANDING THE COMPOSITION OF THE BOARD COMMITTEES

Rome, 14 October 2021 - At today's meeting the Board of Directors of Terna S.p.A. resolved to increase to four the number of members of the "Audit and Risk, Corporate Governance and Sustainability Committee", the "Appointments Committee", the "Remuneration Committee" and the "Related-Party Transactions Committee", established with board resolution of 18 May 2020.

The expansion of the number of Committee members guarantees better proportionality with the size of the Board of Directors. The inclusion of new skills constitutes reinforcement and encourages more emphasis on constructive dialogue to benefit the entire Board of Directors, which is committed to achieve the challenging objectives of the Business Plan.

The Board of Directors therefore resolved:

• to appoint Alessandra Faella as additional member of the "Audit and Risk, Corporate Governance and Sustainability Committee", confirming the presence of Marco Giorgino and
  Giuseppe Ferri and maintaining Paola Giannotti as Chair;
• to appoint Ernesto Carbone as additional member of the "Appointments Committee", confirming the presence of Fabio Corsico and Jean Michel Aubertin and maintaining Gabriella Porcelli as Chair;
• to appoint Jean Michel Aubertin as additional member of the "Remuneration Committee", confirming the presence of Gabriella Porcelli and Alessandra Faella and maintaining Fabio Corsico as Chair;
• to appoint Giuseppe Ferri as additional member of the "Related-Party Transactions Committee", confirming the presence of Paola Giannotti and Ernesto Carbone and maintaining Marco Giorgino as Chair.

All board Committee members meet the independence requirements pursuant to art. 147-ter, paragraph 4 of the Consolidated Law on Finance and art. 3.C.1 of the Corporate Governance Code (ed. 2018) on the basis of the assessment carried out by the Board of Directors on 24 March 2021, there being no circumstances brought to light after that date that would compromise their independence.

The summarised professional profiles of the Directors who are board Committee members are available on the Company website (www.terna.it).

At the same meeting, the Board of Directors of Terna S.p.A. also adopted the "Policy for managing dialogue with shareholders in general and other stakeholders of Terna S.p.A." in implementation of the recommendations of the new Corporate Governance Code. The Policy is available on the Company website.