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 on May 15 and 16, 2012, respectively on first call at 11.00 am and on second call at 3.00 pm and, for its extraordinary session, on May 15, 16 and 17, 2012, respectively on first call at 11.00am, on second call at 3.00 pm and on third call at 11.00am to discuss and resolve on the following  

Agenda

Ordinary Session

  1. Financial Statement as of December 31, 2011. 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, 2011;
  2. Allocation of the net income of the fiscal year;
  3. Appointment of a member of the Board of Directors;
  4. 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.14.3, 14.5, 26.1 and 26.2 of the Corporate Bylaws, in compliance with the provisions introduced by Law no. 120 dated July 12, 2011 regarding gender balance in administration and control bodies of listed companies, with articles 147 ter, paragraph 1 ter and 148, paragraph 1 bis of Legislative Decree no. 58/98 (Consolidated Law on Finance) and introducing the new article 31 “Transitional Clause” as an effect of said provisions.

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 headoffice and at Borsa Italiana S.p.A. according to the following timetable:

  • by April 5, 2012, the report concerning item 3 of the agenda for the ordinary Shareholders’ Meeting;
  • by April 15, 2012, the reports concerning items 1 and 2 of the agenda for the ordinary Shareholders’ Meeting;
  • by April 24, 2012, the reports concerning item 4 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 headoffice and at Borsa Italiana S.p.A. in the terms provided for by rules in force.
The reports and documentation will also be published in the Company’s website (www.terna.it - ”Investor Relations”).
Shareholders have the right to obtain copies.

Right to supplement the agenda

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 Article126 bis of Legislative Decree no. 58 of February 24, 1998 (TUF), within ten days from the publication of this notice, to add subjects to be discussed, indicating the proposed subjects in the request.
The request must be submitted in writing and must be accompanied by a report on the matters being proposed, and be brought to TERNA S.p.A. at its head office (attention: TERNA S.p.A. Corporate Secretary), or sent by mail or fax to 06- 83138218, or by e-mail or certified electronic mail at the following certified e-mail address: Assemblea2012@pec.terna.it.

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, the modified list of subjects to be dealt with in the Shareholders’ Meeting will be published, with the same modes of publication as this notice, at least fifteen days before the one scheduled for the Shareholders’ Meeting.

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 paidin 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 4, 2012), 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 10, 2012). 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 pursuant to governing law provisions. 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 headoffice.

The Company can be notified of the proxy by filing it with the headoffice (the Corporate Secretary of TERNA S.p.A.) or by mail, or e-mail or certified electronic mail to the following certified e-mail address: Assemblea2012@pec.terna.it, or using the section of the Company website (www.terna.it - “Investor Relations”) and the proxy must be received by the Company by the time the Meeting begins on single call. In 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 headoffice 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 headoffice. 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 11, 2012) at the following address: Servizio Titoli S.p.A. (ref. “Terna S.p.A. Shareholders’ Meeting proxy.”), Via Monte Giberto 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: 06 45417450 or at the certified e-mail address terna@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 11, 2012), with the manner and terms indicated above.

Right to pose questions on items on the agenda

Pursuant to Article 127 ter 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 made in writing and sent to TERNA S.p.A. to its headoffice (to the attention of the Corporate Secretary of TERNA S.p.A.) by fax at the number 06 83138218, or by e-mail or certified electronic mail at the certified e-mail address: Assemblea2012@pec.terna.it.

Appointment of a member of the Board of Directors

For appointing a member of the Board of Directors, the modalities established by art. 14.5 of the Bylaws shall apply as well as the regulations in force. For the appointment of a member of the Board of Directors, please remember in particular, that statutory provisions apply regarding i) limitations to exercising the voting right when appointing Directors pursuant to art. 14.3, lett. e) and, (ii) the requirements of respectability, professional skills and independence of Directors, pursuant to art. 15.

Annual Report on Remuneration

Regarding the fourth 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.

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, 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 (to the Corporate Secretary of TERNA S.p.A. - Viale Egidio Galbani, 70 - 00156 Rome), also a copy of it or by fax to 06/83138218, at least two days prior to the scheduled date for the Shareholders’ Meeting on first call.

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 06 45417413 - fax 06 45417450.

This notice has been published in the company website at www.terna.it and in the April 5, 2012 edition of the newspaper “Il Sole 24 Ore”.

 

Chairman of the Board of Directors

Luigi Roth