Appointment Committee

Currently, Terna has not set up, within the Board of Directors, a specific Appointment Committee, since up to now shareholders have not met difficulties in presenting adequate candidacies, such as to allow a composition of the Board in line with the provisions of the Governance Code.

In this regard, we would remind you that, in accordance with the provisions of current transitional regulations of the Governance Code (paragraph VIII of the "Guidelines and transitional regime" of the Governance Code) on the appointment of Directors, the provisions recommending the institution of said Committee only apply as from the next renewal of the Board of Directors. Moreover, with reference to the specific competences in terms of making proposals and providing consultation assigned to said Governance Code Committee on the dimension and members of the Board of Directors and to those on the replacement and appointment by co-optation of an independent director (Article 5.C.1, letter a) and b) of the Governance Code), we would remind you (as already explained in Section IV above, under "Assessment of the function of the Board of Directors") that the board of Directors has in any case assessed the dimension and composition if it during its annual board review, using a specialised external consultant and that, in the event of the co-optation of an independent director, guaranteeing maximum impartiality of the decision, it has proceeded, at the indication of the shareholder, who had expressed the candidate to be replaced: as was the case most recently at the time of appointment of the Director Francesco Pensato in the session held on July 29, 2011, an appointment subsequently confirmed by the Shareholders’ Meeting of May 16, 2012.