Terna Rete Elettrica Nazionale : General Meeting: 2014 Financial statement approved and dividend resolved of 20 Eurocents per share for the entire year

Terna's General Meeting: 2014 Financial statement approved and dividend resolved of 20 Eurocents per share for the entire year

• Financial statements as of December 31, 2014 approved; dividend resolved of 20 eurocents per share for the entire 2014 (7 eurocents of which already paid as an interim dividend in November 2014 and 13 eurocents as final dividend to be paid in June 2015)
• Appointment of Director Yunpeng, already co-opted in January 2015, confirmed
• Remuneration Policy adopted by Terna approved

The Annual General Meeting of Terna S.p.A., chaired by Catia Bastioli, was held today in Rome and approved the financial statements of Terna S.p.A. as at December 31, 2014, illustrated by the Ceo Matteo Del Fante.

The consolidated financial statements were also presented. Upon proposal by the Board of Directors, a dividend was resolved for the entire 2014 equal to 20 eurocents per share (in line with 2013), and the distribution - gross of any withholdings according to the law - of 13 eurocents per share, as a final dividend on the interim dividend of 7 eurocents already paid in November 26, 2014.

The final dividend will be paid as of June 24, 2015, with "ex-dividend date" of coupon no.22 (record date pursuant to Article 83-ter of Italian Legislative Decree no. 58, of February 24, 1998, known as the "TUF": June 23, 2015) on June 22, 2015. Shareholders may collect the dividend through their intermediaries.
The payment of the final dividend is only based on 2014 profits.

The Annual General Meeting also confirmed the appointment of the non-executive Director Yunpeng He, previously co-opted to the Board of Directors on January 21, 2015, whose term will expire, together with that of the other Directors in office, upon approval of the financial statements for 2016. Director He, who is a member of the Board of Directors of CdP Reti S.p.A., is in possession of the requirements for the office and - pursuant to the requirements of Article 148 par. 3 of the TUF and the Governance Code - has declared that he does not satisfy the requirements for independence.

Lastly, the AGM, pursuant to and in compliance with the provisions of Article 123 ter, par. 6, of the Consolidated Law on Finance (TUF), resolved in favor of the section of the "Annual Report on Remuneration" of Terna S.p.A. that - with reference to the members of administration bodies, general directors and other executives with strategic responsibilities - illustrates the Remuneration Policy adopted by Terna S.p.A. and the procedures used for adopting and implementing such Policy.

The summary of voting and the minutes of the Annual General Meeting will be made available to the public in compliance with the terms and conditions established by the law in force on the matter.

The Annual Financial Report as at December 31, 2014, the AGM not having resolved any changes in this regard, is already available to the public at the registered office and at the market management company Borsa Italiana S.p.A., as well as published on the website of the Company www.terna.it, of the authorized storage mechanism "1Info" (www.1info.it) and of Borsa Italiana S.p.A. (www.borsaitaliana.it) as communicated to the market on April 29, 2015.

Rome, June 9, 2015