Terna Rete Elettrica Nazionale : shareholders’ meeting approves 2016 Financial statements and appoints new Board of directors

TERNA S.p.A.'s Ordinary Shareholder's Meeting, chaired by Chairwoman Catia Bastioli, met today in Rome. TERNA S.p.A.'s financial statements as of 31 December 2016, as presented by CEO Matteo Del Fante, were approved.
The consolidated financial statements were also presented.

Following a proposal by the Board of Directors, a dividend of €0.206 per share was resolved for the whole of 2016 (in line with the policy presented to the market), and the distribution - gross of any withholdings according to the law - of € 0.1339 per share as a final dividend after the interim dividend of € 0.721 already paid on 23 November 2016.

The final dividend will be paid from 21 June 2017, with 'ex-dividend date' of coupon no. 26 (record date pursuant to art. 83-terdecies of Legislative Decree no. 58 of 24 February 1998 TUF: 20 June 2017) on 19 June 2017. Shareholders may collect the dividend through their intermediaries.

The payment of the final dividend is only based on 2016 profits.

The Shareholders' Meeting also appointed the new Board of Directors, whose mandate will expire at approval of the financial statements 2019, composed of nine Directors elected in the persons of: Catia Bastioli, Luigi Ferraris, Elena Vasco, Yunpeng He, Fabio Corsico, Stefano Saglia (taken from the list presented by the relative majority shareholder CDP Reti S.p.A.), Luca Dal Fabbro, Gabriella Porcelli and Paola Giannotti (taken from the list presented by a group of shareholders formed of asset-management companies and other institutional investors).

The lists of candidates filed by relative majority shareholder CDP Reti S.p.A also obtained a significant support by institutional investors.

Catia Bastioli, Elena Vasco, Fabio Corsico, Stefano Saglia, Luca Dal Fabbro, Gabriella Porcelli and Paola Giannotti declared that they met the independence requirements established by Law (Consolidated Law on Finance) and by the TERNA S.p.A. Bylaws, as well as - with the exception of Chairwoman of TERNA, Catia Bastioli - the independence requirements envisaged for Directors by the Corporate Governance Code of listed companies.

The Shareholders' Meeting then elected Catia Bastioli as Chairwoman of the Company.
The remuneration of the Chairwoman of the Board of Directors and other Directors was set at € 50,000 gross per annum and € 35,000 gross per annum, respectively in addition to the reimbursement of expenses incurred.

The General Meeting also appointed as Statutory Auditors for the three-year period, Vincenzo Simone and Maria Alessandra Zunino de Pignier, taken from the list presented by the majority shareholder CDP Reti S.p.A., and Ricardo Enrico Maria Schioppo who, taken from the list presented by a group of shareholders consisting of asset-management companies and other institutional investors, has consequently taken on the position of Chairman of the Board of Statutory Auditors.
The alternate auditors Davide Attilio Rossetti (taken from the list submitted by a group of shareholders consisting of asset-management companies and other institutional investors), and Renata Maria Ricotti and Cesare Felice Mantegazza (from a list presented by the majority shareholder CDP Reti S.p.A.) were appointed.

The remuneration of the Chairman of the Board of Statutory Auditors and any standing statutory auditor was set at € 55,000 gross per annum and € 45,000 gross per annum, respectively in addition to the reimbursement of expenses incurred.

The lists of backgrounds and professional profiles of the new Board members and Statutory auditors are available on the Company's website (www.terna.it).

The Board of Directors is composed by a majority of Independent Directors pursuant to the Consolidated Law on Finance (7 out of 9) and the Corporate Governance Code (6 out of 9); the female quota in the company bodies elected has been met and, specifically, in the Board of Directors (4 out of 9), exceeds the minimum provided for by current legislation on equal opportunities.

Finally, the Shareholders' Meeting approved, with a percentage of over 94% of the votes, pursuant to and for the purposes of the provisions of Article 123-ter, paragraph 6, of the CLF, the first section of the TERNA S.p.A. '2017 Annual Remuneration Report' - with reference to the members of the board of directors, general managers and other managers with strategic responsibilities - which illustrates the Remuneration Policy adopted by TERNA S.p.A. and the procedures used for the adoption and implementation of this Policy.

The summary of voting and the minutes of the Ordinary Shareholders' 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 Shareholders' Meeting has not resolved any changes to the Annual Financial Report as of 31 December 2016, published in the manner and within the deadline required by law, therefore the Report has already been made available to the public at the Company's head office and the market management company Borsa Italiana S.p.A., as well as having been published on the Company's website www.terna.it and filed with the authorised storage system '1Info' (www.1info.it) and Borsa Italiana S.p.A. (www.borsaitaliana.it) as disclosed to the market on 05 April 2017.