Shareholders' Meeting

Notice of Call

Call of ordinary and extraordinary Shareholders’ Meeting 

The ordinary Shareholders’ Meeting of TERNA S.p.A. has been convened in Rome, at TERNA’s Auditorium in Piazza Giuseppe Frua no. 2, for its ordinary session and extraordinary session in a combined session for May 14, 2013 at 4 p.m. to discuss and resolve on the following

AGENDA

Ordinary Session

  1. Financial Statement as of December 31, 2012. Reports by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related resolutions. Presentation of the Consolidated Financial Statement as of December 31, 2012;
  2. Allocation of the net income of the fiscal year;
  3. Annual Report on Remuneration: consultation on the Remuneration Policy pursuant to article 123 ter, paragraph 6 of Legislative Decree no. 58/98 (Consolidated Law on Finance);

Extraordinary Session

  1. Amendments to Art. 9.1 and 14.3 of the Corporate Bylaws, consequent to the provisions introduced by Italian Legislative Decree no. 91 dated June 18, 2012.

Reports and documentation

The illustrative reports by the Directors on the items on the agenda, required by governing rules will be made available to the public at the Company head office according to the following timetable:

  • by April 14, 2013, the report concerning items 1 and 2 of the agenda for the ordinary Shareholders’ Meeting;
  • by April 23, 2013, the reports concerning item 3 of the agenda for the ordinary Shareholders’ Meeting and the only item on the agenda for the extraordinary Shareholders’ Meeting.

Documents submitted to the Shareholders’ Meeting will be made available to the public at the Company head office in the terms provided for by the rules in force.

The reports and documentation relating to the Shareholders’ Meeting will also be published on the Company’s website (www.terna.it - ”Investor Relations”) and made available with the markets’ management company Borsa Italiana S.p.A., as required by Consob notice no. DME/12027454 of April 5, 2012, and may also be consulted on Borsa Italiana S.p.A.’s website (www.borsaitaliana.it). Shareholders and non-shareholders entitled to participate in the Shareholders’ Meeting have the right to obtain copies.

Right to supplement the agenda and presentation of new resolution proposals

Shareholders who, also as a group, represent at least one fortieth of the share capital with voting rights, may ask, pursuant to and in the modes pursuant to Article126bis of Legislative Decree no. 58 of February 24, 1998 (TUF), within ten days from the publication of this notice (namely by April 22, 2013), to add subjects to be discussed, indicating the additional proposed subjects in the request, or present new resolution proposals on subjects already itemized in the Shareholders’ Meeting agenda (without prejudice however to whoever has voting rights to present resolution proposals at the Shareholders’ Meeting in an individual capacity).

The request must be submitted in writing and may be in the form of correspondence or by electronic mail, and must be accompanied by information making it possible to identify the party presenting the above, and indicating further, wherever possible, a telephone contact, and must reach TERNA S.p.A. by the deadline set out above (namely April 22, 2013), either by being brought to TERNA S.p.A. at its head office (attention: Legal and Corporate Affairs Management - TERNA S.p.A. Group Corporate Affairs), or sent by mail or fax to +39 06 8313 8218, or by e-mail or certified electronic mail to the following certified e-mail address: Assemblea2013@pec.terna.it.

Within the same deadline and using the same modes indicated to present the question, the Board of Directors of TERNA S.p.A. must also receive a report that indicates the motivation for the resolution proposal on the new subjects that are being proposed to be dealt with, or the motivation relating to the additional resolution proposals presented on matters already itemized on the agenda.

Please remember that pursuant to law, supplements to the agenda are not allowed for subjects, which the Shareholders’ Meeting will be resolving upon according to the law and based on Directors’ proposals or on the basis of a project or a report prepared by them that is different from the one dealing with the subjects in the agenda.

In the event of supplements to the agenda and/or the presentation of new resolution proposals, notice shall be given with the same modes of publication as this notice, at least fifteen days before the one scheduled for the Shareholders’ Meeting (namely by April 29, 2013). At the same time, the additional resolution proposals on subjects already on the agenda and the reports presented by the shareholders shall be made available to the public, using the same modes indicated for the Directors’ reports on subjects on the agenda, accompanied by any assessments made by the Board of Directors. 

Share capital

Please note that as of the date of this notice, and pursuant to Article 5.1 of the Bylaws published in the website of the Company (www.terna.it - “Investor Relations”) (the “Bylaws”), the share capital is of 442,198,240 euros, completely paid-in and divided into 2,009,992,000 ordinary shares having a value of 0.22 euros each, each of which, pursuant to Article 6.1 of the Bylaws, entitles to one vote. The Company does not hold any own shares.

The right to participate in the Shareholders’ Meeting and exercising the right to vote

The right to participate in the Shareholders’ Meeting and exercise the right to vote, according to the provisions in Article 10.1 of the Bylaws, is governed by applicable regulatory standards in force. Pursuant to governing Article 83sexies of the TUF, such right is demonstrated by notification to the Company by an intermediary, in compliance with its own accounting records, on behalf of the individual who is entitled to the right to vote, based on evidence related to the close of the accounting day of the seventh open-market day prior to the date set for the Shareholders’ Meeting in first call (i.e., May 3, 2013), the so-called “record date”.

The credit and debit registrations made on accounts subsequent to said term are not material for purposes of legitimizing the exercise of the right to vote in the Shareholders’ Meeting. Therefore, those who appear as owners of the Company shares subsequent to said date will not be allowed to participate and vote.

Communications by intermediaries for participation must be received by the Company by the end of the third open-market day prior to the date set for the first call of the Shareholders’ Meeting (i.e., May 9, 2013). There is no prejudice to the entitlement to participate and vote if the Company has received the communications after said indicated term, provided that they are received by the time the Meeting begins on single call.

There are no procedures for voting by mail or by electronic means.

Representation at the Shareholders’ Meeting

Ordinary proxy

Each party entitled to participate and vote at the Shareholders’ Meeting may be represented by means of a proxy conferred in writing or by means of an electronically signed computer document pursuant to article 21, paragraph 2 of Italian Legislative Decree no. 82 of March 7, 2005, as stipulated under article 11.1 of the Corporate Bylaws pursuant to governing law provisions and regulations applicable at the time. For this purpose, the proxy form issued upon request of the entitled party by the qualified intermediary can be used, or the proxy form available on the Company’s website (www.terna.it - “Investor Relations”) or at the head office.

The Company can be notified of the proxy by filing it with the head office (Legal and Corporate Affairs Management - TERNA S.p.A. Group Corporate Affairs) or by mail (to the attention of Legal and Corporate Affairs Management - TERNA S.p.A. Group Corporate Affairs – Viale Egidio Galbani, 70 – 00156 Rome), or e-mail or certified electronic mail to the following certified e-mail address: Assemblea2013@pec.terna.it, or using the section of the Company website (www.terna.it – “Investor Relations”), or fax on +39 06 8313 8218 and the proxy must be received by the Company by the time the Meeting begins. Pursuant to the applicable art. 135 novies of the TUF, as a replacement of the original, the representative may deliver or transmit to the Company a copy of the proxy, also by electronic means, stating under his/her own responsibility that the proxy is in compliance with the original, as well as to the identity of the person issuing the proxy.

Designated Representative Proxy

The proxy may also be granted with voting instructions to Servizio Titoli S.p.A., with head office in Via Lorenzo Mascheroni no. 19, Milan, 20145, appointed by the Company for this purpose as “Designated Representative” pursuant to Article 135undecies of the TUF. In this regard, the specific guided web application prepared and managed by Servizio Titoli S.p.A., which can be accessed on the Company’s website (www.terna.it - “Investor Relations”), can be used to fill in the proxy form for the designated representative. The Designated Representative proxy form is also available in a printable version from the website, or from the Company’s head office. Proxies may not be conferred to Servizio Titoli S.p.A., unless in its capacity as designated representative of the Company. The Designated Representative proxy must contain voting instructions to all or some of the subjects on the agenda and the original must be given to said Designated Representative by the end of the second open-market day prior to the date set for the Shareholders’ Meeting on first call (i.e., by May 10, 2013) at the following address: Servizio Titoli S.p.A. (ref. “Terna S.p.A. Shareholders’ Meeting proxy.”), Via Monte Gilberto no. 29, 00138 Rome. A copy of the proxy, accompanied by a declaration stating that it is in compliance with the original, can be anticipated to the Designated Representative by the same term by fax at: +39 06 4541 7450 or at the certified e-mail address proxy formterna@pecserviziotitoli.it.

A “Designated Representative” proxy is valid only for resolutions proposed at the Shareholders’ Meeting for which the person issuing the proxy gave voting instructions. The proxy and the voting instructions are revocable within the same term as hereinabove (i.e., by May 10, 2013), with the manner and terms indicated above.

Right to pose questions on items on the agenda

Pursuant to Article 127ter of the TUF, parties entitled to participate in the Shareholders’ Meeting may pose questions on subjects on the agenda also before the Shareholders’ Meeting. The questions must be posed in writing and sent to TERNA S.p.A. to its head office (to the attention of Legal and Corporate Affairs Management - TERNA S.p.A. Group Corporate Affairs) by fax at the number +39 06 8313 8218, or by e-mail or certified electronic mail at the certified e-mail address: Assemblea2013@pec.terna.it.

Without prejudice to any other provisions in this notice, whoever intends making use of this right, must send his/her questions to the Company at the latest three days prior to the date of the Shareholders’ Meeting (namely by May 11, 2013). In this regard, a specific indication must be given as to the item on the agenda that the proposed individual questions refer to. A response will be provided to the questions received prior to the start of the Shareholders’ Meeting at the latest during the shareholders’ Meeting itself. The Company may provide a single response to questions with the same content. A response is not due, not even during the Shareholders’ Meeting, in the event of questions posed prior to the Meeting, where the information required is already available in the “questions and answers” section of the Company’s internet site (www.terna.it – “Investor Relations” section), or when the response has already been published in that section of the Company’s internet site. The response will be deemed to have been given during the Shareholders’ Meeting, when provided in hard-copy format and made available to everyone entitled to vote at the start of the meeting.

Annual Report on Remuneration

Regarding the third item on the agenda for the ordinary session, please remember that the Meeting, pursuant to and in compliance with art. 123 ter, paragraph 6, TUF, is called to resolve in favor or against the first section of “Terna’s Annual Report on Remuneration”; this report details the Remuneration Policy adopted by TERNA S.p.A. concerning the remuneration of the members of administration bodies, of general directors and of managers holding strategic responsibilities, as well as the procedures used for adopting and implementing such Policy. As established by the abovementioned provisions, the resolution is not binding.

Other Information

Further information concerning the subjects on the agenda is made available to the shareholders in the Directors’ report concerning the respective items on the agenda, as well as in the Bylaws and in governing legislation, which shall be specifically referred to for what is not expressly provided for in this notice.

No provision is made for participating by electronic means in this Shareholders’ Meeting. 

For the purposes of exercising the company rights mentioned in this notice, please remember that pursuant to Articles 22 and 23, paragraph 1, of the Regulation adopted by the Bank of Italy and by Consob with the provision of February 22, 2008 and subsequently amended by deed of the Bank of Italy/Consob dated December 24, 2010 (hereinafter referred to as the “Bank of Italy/Consob Regulation”), the legitimacy of exercising, also jointly, corporate rights such as: participation in and exercising the right to vote in the Shareholders’ Meetings, the right to supplement the agenda and to present new resolution proposals, the right to pose questions on subjects on the agenda, is certified by a communication to the issuer made by the intermediary in compliance with his accounting records for holders.

Pursuant to Article 25 of the Bank of Italy/Consob Regulation, legitimization to rights different from those provided for in Articles 22 and 23 is assessed by certification issued by the intermediary in compliance with his own accounting records.

In order to facilitate the verification of their entitlement to participate in the Shareholders’ Meeting, the holders of the right to vote may send documentation demonstrating said entitlement to the Company by mail (Legal and Corporate Affairs Management - TERNA S.p.A. Group Corporate Affairs – Viale Egidio Galbani, 70 – 00156 Rome), also a copy of it or by fax to +39 06 8313 8218, at least two days prior to the scheduled date for the Shareholders’ Meeting.

Please note that the offices in charge of personal identification and verification of entitlement to participate in the Shareholders’ Meeting will be available on the day of the Shareholders’ Meeting, two hours before the Meeting begins.

A service dedicated to Meeting assistance is available to give further information at the following numbers: telephone +39 06 4541 7413 - fax +39 06 4541 7450.

For further information, reference is made to the section on the Company’s internet site dedicated to this Shareholders’ Meeting (www.terna.it – “Investor Relations” section).

 

Chairman of the Board of Directors

Luigi Roth

   

This notice has been published on the Company website at www.terna.it on April 12, 2013 and in extract form in the daily newspaper “Il Sole 24 Ore” on April 12, 2013.

TERNA S.p.A. – Head office in Rome – Viale Egidio Galbani, no. 70
Share Capital 442,198,240 euros fully paid-in
Company Register of Rome, Tax ID code and VAT code no. 05779661007
R.E.A. of Rome no. 922416