Summary of the resolutions and of voting on the items on the agenda of Terna S.p.A.’s Ordinary Shareholders' Meeting of May 12, 2026 (Terna Shareholders Meeting 2026 Summary resolutions voting items agenda 8deb276017296b1)

TERNA S.p.A.'s Shareholders' Meeting, held on single call on May 12, 2026 for the ordinary session at the TERNA Auditorium at Piazza Giuseppe Frua no. 2, Rome, resolved on the items on the agenda as detailed below.

1. 2025 Annual Report including the Report on Operations, containing the 2025 Consolidated Sustainability Statement, the Consolidated financial statements of the Terna Group for the year ended 31 December 2025 and the draft financial statements of Terna S.p.A., as well as the reports of the Board of Statutory Auditors and the Independent Auditors.

   The Shareholders' Meeting approved the Financial Statements of TERNA S.p.A. at December 31, 2025, acknowledging the data contained in the TERNA Group Consolidated Financial Statements, also at December 31, 2025, which closed with a Group net profit of € 989,075,987.11.

   2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

   	Number of shares	% of shares entitled to vote
   For	1,430,863,810	99.721795
   Against	1,754,892	0.122304
   Abstained	2,179,250	0.151879
   Non-voters	57,700	0.004021
   Total	1,434,855,652	100.000000

2. Allocation of the profit for the year

   On the proposal of the Board of Directors, the Shareholders' Meeting resolved to allocate TERNA

   S.p.A.'s net profit for 2025, equal to € 989,075,987.11, as follows:

   • € 239,079,126.86 to cover the interim dividend payable as from 26 November 2025 for each

     ordinary share outstanding at the record date of 25 November 2025;

   • a maximum of € 556,767,784.00 as a final dividend to be distributed in the amount of € 0.2770 for each of the 2,009,992,000 ordinary shares outstanding at the ex-dividend date of coupon no. 44, set for 22 June 2026 (record date as per art.83-terdecies of Legislative Decree no. 58 of 24 February 1998 ("TUF"): 23 June 2026); the dividend will be paid - gross of any applicable withholding tax - on 24 June 2026. The amount of the final dividend for 2025 due to the treasury shares held by the Company at the "record date" will be allocated to the reserve known as "retained earnings";

   • at least € 193,229,076.25 for the reserve known as "retained earnings".

   2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

   	Number of shares	% of shares entitled to vote
   For	1,427,596,008	99.494051
   Against	6,941,963	0.483809
   Abstained	259,981	0.018119
   Non-voters	57,700	0.004021
   Total	1,434,855,652	100.000000

3. Determination of the number of members of the Board of Directors

   As regards determination of the number of members of the Board of Directors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting resolved to set the number of members of the Board of Directors at thirteen.

   2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

   	Number of shares	% of shares entitled to vote
   For	1,351,523,599	94.192304
   Against	80,615,630	5.618379
   Abstained	2,716,423	0.189317
   Non-voters	0	0.000000
   Total	1,434,855,652	100.000000

4. Determination of the term of office of the Board of Directors

   As regards determination of the term of office of the Board of Directors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting resolved to set the duration of office of the Board of Directors at three financial years, with expiry on the date of the Shareholders' Meeting called for approval of the financial statements at December 31, 2028.

   2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

   	Number of shares	% of shares entitled to vote
   For	1,423,446,281	99.204842
   Against	8,692,948	0.605841
   Abstained	2,716,423	0.189317
   Non-voters	0	0.000000
   Total	1,434,855,652	100.000000

5. Appointment of members of the Board of Directors

   As regards appointment of members of the Board of Directors, the Shareholders presented and

   submitted the following lists of candidates to the Shareholders' Meeting for voting:

   List no. 1, submitted by the majority shareholder CDP RETI S.p.A., controlled by Cassa Depositi e Prestiti S.p.A., together representing 29.851% of the capital of TERNA S.p.A.

   1. Elisabetta Tromellini (*);

   2. Stefano Cuzzilla (*);

   3. Pasqualino Monti (**);

   4. Qinjing Shen;

   5. Silvia Tossini (*);

   6. Antonella Faggi (*);

   7. Paolo Damilano (*);

   8. Gian Luca Gregori (*);

   9. Anna Lorusso (*).

      List no. 2, submitted by a group of shareholders formed of asset management companies and other institutional investors, together representing 1.63768% of the capital of TERNA S.p.A.

      1. Jean-Michel Aubertin (*);

      2. Anna Chiara Svelto (*);

      3. Elena Biffi (*);

      4. Leopoldo Maria Attolico (*).

   (*) Candidate who declared the possession of the independence requirements established of Consolidated Financial Act and of the Italian Corporate Governance Code.

   (**) Candidate in possession of professional competences suitable for the office of Chief Executive Officer.

   2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

   	Number of shares	% of shares entitled to vote
   In favour of List 1	623,326,004	43.441722
   In favour of List 2	802,338,290	55.917701
   Against	1,303,111	0.090818
   Abstained	7,887,742	0.549724
   Non-voters	505	0.000035
   Total	1,434,855,652	100.000000

6. Appointment of the Chairperson of the Board of Directors

   As regards appointment of the Chairperson of the Board of Directors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting resolved to appoint Stefano Cuzzilla to the role.

   2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

   	Number of shares	% of shares entitled to vote
   For	1,422,300,286	99.124974
   Against	9,654,597	0.672862
   Abstained	2,843,069	0.198143
   Non-voters	57,700	0.004021
   Total	1,434,855,652	100.000000

   On the basis of the resolutions indicated in the previous points 3), 4), 5) and 6) of the agenda, the new Board of Directors of the Company has been appointed until approval of the 2028 financial statements with the following members:

   1. Jean-Michel Aubertin2 (*);

   2. Anna Chiara Svelto2 (*);

   3. Elena Biffi2 (*);

   4. Leopoldo Maria Attolico2 (*);

   5. Elisabetta Tromellini1 (*);

   6. Stefano Cuzzilla1 (*);

   7. Pasqualino Monti1 (**);

   8. Qinjing Shen 1;

   9. Silvia Tossini1 (*);

   10. Antonella Faggi1 (*);

   11. Paolo Damilano1 (*);

   12. Gian Luca Gregori1 (*);

   13. Anna Lorusso1 (*).

       (*) Candidate who declared the possession of the independence requirements established of Consolidated Financial Act and of the Italian Corporate Governance Code.

       (**) Candidate in possession of professional competences suitable for the office of Chief Executive Officer.

       1. Candidate from list 1 presented by the shareholder CDP RETI.

       2. Candidate from list 2 presented by a grouping of shareholders formed of asset management companies and other institutional investors.

7. Determination of the remuneration of the members of the Board of Directors

   As regards the fee for members of the Board of Directors, on proposal of the Shareholder CDP Reti

   S.p.A., the Ordinary Shareholders' Meeting has resolved to set the fee at a gross annual amount of

   € 50,000 for the Chairman and a gross annual amount of € 35,000 for each Board Member, in addition to reimbursement of expenses.

   2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

   	Number of shares	% of shares entitled to vote
   For	1,422,310,972	99.125718
   Against	9,770,057	0.680909
   Abstained	2,716,923	0.189352
   Non-voters	57,700	0.004021
   Total	1,434,855,652	100.000000

8. Appointment of the Board of Statutory Auditors and of the Chairperson

   As regards appointment of members of the Board of Statutory Auditors, the Shareholders presented

   and submitted the following lists of candidates to the Shareholders' Meeting for voting:

   List no. 1, presented by the relative majority shareholder CDP Reti S.p.A., containing indication of the following candidates, listed with progressive numbering:

   Standing Auditors

   1. Lorenzo Pozza (***) (****);

   2. Lucia Foti Belligambi (***) (****). Alternate Auditors

      1. Lucrezia Iuliano (***) (****);

      2. Antonello Lillo (***) (****).

      List no. 2, submitted by a group of shareholders formed of asset management companies and other institutional investors, together representing 1.63768% of the capital of TERNA S.p.A., containing indication of the following candidates:

      Standing Auditor

      1. Mario Matteo Busso (***) (****). Alternate Auditor

      1. Barbara Zanardi (***) (****).

      (***) Candidate registered in the register of statutory auditors and has legally audited accounts for a period of at least three years.

      (****) Candidate

      ho also declared the possession of the independence requirements established by the article 2 of the Italian Corporate Governance Code.
      
      

      2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

      	Number of shares	% of shares entitled to vote
      In favour of List 1	1,258,915,785	87.738149
      In favour of List 2	166,545,420	11.607120
      Against	1,291,895	0.090037
      Abstained	6,715,992	0.468060
      Non-voters	1,386,560	0.096634
      Total	1,434,855,652	100.000000

      On the basis of the indicated resolution the provisions of Article 26.2 of the Company's Bylaws regarding the appointment of the Chairperson of the Board of Statutory Auditors, the new Board of Statutory Auditors of the Company was thus appointed until approval of the 2028 financial statements, with the following members:

      • Mario Matteo Busso2 - Chairperson;

      • Lorenzo Pozza1 - Standing Auditor;

      • Lucia Foti Belligambi1 - Standing Auditor;

      • Lucrezia Iuliano1 - Alternate Auditor;

      • Antonello Lillo1- Alternate Auditor;

      • Barbara Zanardi2 - Alternate Auditor.

      1. Candidate from list 1 presented by the shareholder CDP RETI.

      2. Candidate from list 2 presented by a grouping of shareholders formed of asset management companies and other institutional investors.

9. Determination of the remuneration of the standing Auditors of the Board of Statutory Auditors

   As regards the fee for members of the Board of Statutory Auditors, on proposal of the Shareholder CDP Reti S.p.A., the Ordinary Shareholders' Meeting has resolved to set the remuneration of standing members at a gross annual amount of € 55,000 for the Chairman of the Board of Statutory Auditors and a gross annual amount of € 45,000 for the other Standing Auditors, in addition to reimbursement of expenses.

   2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

   	Number of shares	% of shares entitled to vote
   For	1,432,138,698	99.810646
   Against	531	0.000037
   Abstained	2,716,423	0.189317
   Non-voters	0	0.000000
   Total	1,434,855,652	100.000000

10. Long-Term Incentive Plan based on Performance Share 2026-2030 for TERNA S.p.A.'s management and/or its subsidiary companies pursuant to art. 2359 of the Italian Civil Code

    The Ordinary Shareholders' Meeting resolved:

    1. to approve the 2026-2030 Performance Share Plan for the management team of Terna S.p.A. and/or its subsidiaries in accordance with art. 2359 of the Italian Civil Code, the characteristics of which are described in the information document drafted in accordance with art. 84-bis, subsection 1 of the Issuers' Regulations and made available to the public at the Company's registered office, in the section of the Company's website (www.terna.it/en/Governance/shareholders-meeting/latest-shareholders-meeting) dedicated to this Shareholders' Meeting and via the "eMarket Storage" authorised storage mechanism (www.emarketstorage.it);

    2. to grant the Board of Directors, with the power to sub-delegate, all the powers required for the concrete implementation of the 2026-2030 Performance Share Plan, to be exercised in accordance with the provisions of the relevant information document. To this end, the Board of Directors may, by way of non-exhaustive example: identify beneficiaries of this Plan; approve, amend and/or supplement the regulations for the implementation thereof; determine the number of shares to be attributed to each beneficiary, on the basis of achieved performances; execute the Plan (including attributing shares); and attend to all deeds, obligations, formalities and communications that may be necessary or appropriate for the management and/or implementation of the Plan, including amendments in conformity with the provisions of the aforesaid information document and with the remuneration policies adopted by the Company.

       2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

       	Number of shares	% of shares entitled to vote
       For	1,404,882,932	97.911099
       Against	29,657,020	2.066899
       Abstained	258,000	0.017981
       Non-voters	57,700	0.004021
       Total	1,434,855,652	100.000000

11. Authorisation to purchase and sell treasury shares, subject to revocation of the

The Ordinary Shareholders' Meeting resolved:

1. to revoke the resolution to authorise the purchase and sale of treasury shares adopted by the Ordinary Shareholders' Assembly on 21 May 2025, without prejudice to the effects of the latter in relation to acts already performed and/or related and consequential thereto;

2. to authorise the Board of Directors to purchase ordinary shares of TERNA S.p.A., on one or more occasions and for a period of eighteen months from the date of this resolution, for the purposes set forth in the aforementioned Illustrative Report of the Board of Directors and within the limits and under the conditions set forth in that report, to which full reference is made, and in particular in the manner specified below:

   − the maximum number of shares to be purchased shall be equal to a total outlay of up to € 9 million and up to a maximum limit of 1.5 million of ordinary shares of the Company, representative of around 0.075% of TERNA S.p.A.'s share capital, it being understood that the Terna shares held by the Company and its subsidiaries from time to time may not in any case exceed 10% of the Company's share capital or any other maximum amount provided for by the law in force at the time (if lower than the aforementioned 10% threshold) and provided that purchases are carried out within the limits of distributable profits and available reserves as shown in the latest approved financial statements;

   − purchases shall be made at a price which does not differ by more than 10%, either higher or lower, compared to the reference price on the Euronext Milan market organised and operated by Borsa Italiana S.p.A., as recorded for the previous day's session for each individual transaction;

   − purchases must be made in such a way as to ensure equal treatment between the Shareholders and in accordance with the procedures provided for in current legislation and, where applicable, accepted market practices in force at the time, as referred to in the Illustrative Report for this item on the agenda, it being understood that purchases may not be made by assigning a put option to shareholders in proportion to the shares held, nor in the execution of systematic internalisation activities in a non-discriminatory manner and which provide for the automatic and non-discretionary execution of transactions on the basis of pre-set parameters;

3. to authorise the Board of Directors to dispose, on one or more occasions, of all or part of the treasury shares in the portfolio, without time limits, even prior to the exhaustion of the maximum number of shares available for purchase, as well as the potential repurchase of such shares to the extent that the treasury shares held by the Company and, where applicable, by its subsidiaries, do not exceed the limit established pursuant to point 2 above (as specified in the Illustrative Report of the Board of Directors), in the manner deemed most appropriate in the interest of the Company and in compliance with the applicable regulations and, where applicable,

   the accepted market practices applicable at the time, for the purposes set out in the aforesaid Illustrative Report and within the limits and conditions laid down in the same Report, to which full reference is made, providing in particular that the treasury shares purchased to support the 2026-2030 Performance Share Plan and/or any other share incentive plans intended for the Directors and/or employees of TERNA S.p.A. and/or its subsidiaries and/or associated companies are assigned in the manner and within the terms indicated in the regulations of such plans;

4. to grant the Board of Directors and, on its behalf, the Chairman of the Board of Directors and the Chief Executive Officer, also severally and with the power to sub-delegate, the broadest powers required to implement the resolutions referred to in the previous points and to provide information to the market in relation to the same, in accordance with the applicable regulations, including EU regulations and, where applicable, market practices applicable at the time.

2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows:

The Ordinary Shareholders' Meeting resolved in favour of the second section of the "Report on the paid remuneration and compensation policy adopted by TERNA S.p.A." drafted by the Board of Directors of the Company pursuant to Art. 123-ter, paragraph 4, of the TUF.

2,203 shareholders were present at the vote, for a total of 1,434,855,652 ordinary shares (71.386137% of the share capital), all entitled to vote. The result of voting was as follows: