Remuneration of Directors

With regard to FY 2012, we would remind you that in December 2011, Terna's Board of Directors adopted the "Remuneration Policy" in implementation of the provisions of the Governance Code of reference, in force at the time, at the proposal of the "Remuneration Committee".

Following the coming into force of the regulatory provisions enacting Article 123-ter of the Consolidated Law on Finance, issued by Consob Resolution no. 18049 of December 23, 2011 (published in the Official Journal no. 303 of December 30, 2011), which, amongst other aspects, introduced Article 84-quater to the Issuers Regulation, in the meeting held on March 20, 2012 of Terna's Board of Directors, on the proposal of the Remunerations Committee, approved the update to the policy adopted. This policy – as summarised in the "Terna’s Annual Report on Remuneration" filed and made available to the public at the company offices and published on the company's website (www.terna.it) and the market management company Borsa Italiana S.p.A. (www.terna.it www.borsaitaliana.it) – has been submitted to the consulting, non-binding vote of the Shareholders’ Meeting of May 16, 2012, in accordance with Article 123-ter, paragraph 6 of the Consolidated Law on Finance, which ruled in favour.

All additional information and/or updates of the remuneration policy of the company approved by the Board of Directors on the proposal of the Remuneration Committee on the remuneration of members of the administrative bodies, the general directors and the executives with strategic responsibilities, with reference at least to the following year, and the activities carried out by the Committee and the procedures used to adopt and implement this policy and the information required by Article 6 of the Governance Code to which Terna has adhered are summarised in the Terna’s Report Annual Report on Remuneration, which will be published by Terna and submitted to the next annual Shareholders’ Meeting called to approve the financial statements for the year ended on December 31, 2012, in compliance with the provisions of Article 123-ter of the Consolidated Law on Finance and the mentioned Consob Resolution.

This Report was approved by the Board of Directors on March 15, 2013.

With regard to the compensation of the Directors, please remember that this is established by the Shareholders’ Meeting for each Director (Article 24.1 of the Bylaws).

Extra compensation for the members of the Committees formed within the Board of Directors in compliance with the Governance Code was resolved, following the evaluation by the Board of Statutory Auditors, in compliance with Article 2389, paragraph 3, of the Civil Code and with Article 24.2 of the Bylaws, by the Board itself; the overall compensation for the Chairman and the CEO is also identified by the Board of Directors based on the proposal submitted by the Remuneration Committee and following the evaluation by the Board of Statutory Auditors.

The total emoluments received by the members of the Board of Directors during the year are indicated in the note to the financial statements.

For a suitable representation of the fees paid during the year of reference, by any title and in any way by the company and subsidiaries or related parties to the administrative body of Terna and executives with strategic responsibilities for FY 2012, including the representation of each of the items comprising the remuneration and treatments established in the event of cessation of office or termination of employment and a judgement of the coherence with the Company's Remuneration Policy approved the previous year, we would refer you to the specified "Terna’s Annual Report on Remuneration" which will be published and submitted to the forthcoming annual Shareholders’ Meeting called to approve the financial statements for the financial year ended on December 31, 2012 in compliance with the provisions of Article 123-ter of the Consolidated Law on Finance and the mentioned Consob Resolution.

Finally, based on the provisions of Article 84-quater, paragraph 4, of the Issuers Regulations, the Annual Report on Remuneration shall include information concerning compensation plans provided for by Article 114-bis and information on shareholdings in Terna and in subsidiaries held by members of the administration and control bodies, by general directors, and by other executives with strategic responsibilities, as well as by spouses not legally separated and by minor children, directly or through subsidiaries, trust companies or through a third parties.