Summary of the resolutions of the ordinary and extraordinary Shareholders’ Meeting

TERNA S.p.A.’s Shareholders’ Meeting met on single call on May 14, 2013 for the ordinary and extraordinary session at Terna’s Auditorium in Piazza Giuseppe Frua No. 2 in Rome and in the ordinary session it:

  • Approved Terna S.p.A.’s Financial Statement as of December 31, 2012;
  • Examined the data of the Terna Group’s Consolidated Financial Statements also as of December 31, 2012 that closed with the Group’s net profits equal to 463.6 million euros;
  • Resolved to allocate Terna S.p.A.’s 2012 net profits, equal to 463,233,413.58 euros as follows:
    • 140,699,440.00 euros to cover the interim dividend paid on November 22, 2012;
    • 261,298,960.00 euros as a final dividend to be distributed in the amount of 0.13 euros for each one of the 2,009,992,000 outstanding ordinary shares to be paid – gross of any withholdings according to the law – on June 27, 2013 with “registration date” of coupon No. 18 on June 24, 2013 (record date ex Art.83-terdecies of Legislative Decree No. 58 dated February 24, 1998, the so-called “Consolidated Law on Finance”: June 26, 2013);
    • 61,235,013.58 euros as Balance Brought Forward.

In its ordinary session, the Meeting also:

  • approved, pursuant to and in compliance with Article 123 ter, paragraph 6 of the Consolidated Law on Finance – the first section of “Annual Remuneration Report” that – with reference to the members of administration bodies, to general directors and to other executives with strategic responsibilities – illustrates the Remuneration Policy adopted by TERNA S.p.A. as well as the procedures used for adopting and implementing such Policy.

In its extraordinary session, the Meeting approved changes to articles 9.1 and 14.3 of the Company By-laws, as a result of the provisions introduced by Legislative Decree No. 91 dated June 18, 2012 correcting Legislative Decree No. 27 dated January 27, 2010 implementing the so-called Shareholders’ Rights Directive (on the subject of exercising certain rights of Shareholders of listed companies) such as those in Articles 2369 of the Italian Civil Code and 147 ter of the Consolidated Law on Finance regarding the calling of the Shareholders’ Meeting and the methods for filing lists.