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

TERNA S.p.A.’s Shareholders’ Meeting met on second call on May 16, 2012 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, 2011;
  • Examined the data of the Terna Group’s Consolidated Financial Statements also as of December 31, 2011 that closed with the Group’s net profits equal to 440 million euros;
  • Resolved to allocate Terna S.p.A.’s 2011 net profits, equal to 453,587,553.23 euros as follows:
    • 246,237.20 euros to Legal Reserves (or up to reaching 20% of the share capital as of the financial statement’s reference date);
    • 160,799,360.00 euros to cover the interim dividend paid on November 24, 2011;
    • 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 ordinary shares (as of March 20, 2012) to be paid – gross of any withholdings according to the law – on June 21, 2012 with “registration date” of coupon No. 16 on June 18, 2012;
    • 31,242,996.03 euros as Balance Brought Forward.

In its ordinary session, the Meeting also:

  • appointed as a Company Director Mr. Francesco Pensato [1], previously co-opted by the Board of Directors in its meeting on July 29, 2011, whose term of office will expire, together with that of the other directors, upon the approval of the 2013 financial statement;
  • approved, pursuant to and in compliance with Article 123 ter, paragraph 6 of Legislative Decree No. 58 dated February 24, 1998 (Consolidated Law on Finance) – the first section of “Terna’s Annual Report on Remuneration” 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 14.3, 14.5, 26.1 and 26.2 of the Company By-laws and the introduction of new Article 31 (“Transitional Clause”) with new numbers 31.1 and 31.2 for the paragraphs forming this Article, aiming at ensuring, for three consecutive terms and without prejudice to any additional extensions as provided for by the law, gender balance in the composition of the Board of Directors and of the Board of Statutory Auditors of companies with listed shares, implementing the provisions introduced by Law No. 120 dated July 12, 2011, by Articles 147 ter, paragraph 1 ter, and 148, paragraph 1 bis of the Consolidated Law on Finance.

The main changes concern:

  • the methods used for coordinating observance of gender quotas with the slate vote procedure, with the sole exception for lists containing less than three candidates;
  • the mechanisms used to ensure observance of gender quotas should there be substitutions during the course of a mandate and
  • methods to ensure that exercising the right of appointment, when provided for, does not contrast with the regulatory provisions of the Consolidated  Law on Finance on the matter.

 

1 In possession of the independence requirements as provided for by the law and by Terna S.p.A.’s Bylaws, and by the Governance Code which Terna adopted.