Independent Auditors

The assignment of auditing the annual report and the consolidated financial statements was entrusted, pursuant to the resolution passed by the Shareholders’ Meeting of May 13, 2011 on proposal of the Board of Statutory Auditors, to the audit company PriceWaterhouse&Coopers S.p.A. for the 2011-2019 period in replacement of the company KPMG S.p.A., whose appointment expired with no possibility for renewal or extension pursuant to Article 17 of Legislative Decree no. 39 of January 27, 2010.

In drafting the auditing assignment proposal submitted to the Meeting of May 13, 2011, the Board of Statutory Auditors preliminarily assessed the independence requirements of such company with reference to Terna and the Group.