Number of meetings held during the financial year: 9.
Quorum required for presentation of the minority slate to appoint one or more directors (pursuant to art. 147-ter CLF): 0.5%. (CONSOB resolution no.157 of 18 February 2026.)
Key
BoD: Board of Directors of Terna S.p.A.
Position: indicates the Chair of the BoD, Deputy Chair, Chief Executive Officer, etc.
Date of first election: this refers to the date on which the Director was elected to the Board of Directors of Terna S.p.A. for the first time for the related three-year term.
Expiry of term of office (approval of financial statements for): this refers to the date on which the current term of office expires.
Exec: this is ticked “√” if the Director can be qualified as executive.
Non Exec: this is ticked “√” if the Director can be qualified as non-executive.
Independent as per Code: this is ticked “√” if the Director can be qualified as independent according to the criteria in the Corporate Governance Code.
Independent as per CLF: this is ticked “√” if Director can be qualified as independent pursuant to art. 148, paragraph 3, of the CLF as set forth in art. 147-ter, paragraph 4 of the CLF.
Notes
(*) Date of first election refers to the date on which the Director was elected for the first time (ever) to Terna’s Board of Directors.
(**) This column indicates whether the slate from which each Director was drawn was submitted by shareholders (indicating “Shareholders”) or by the Board of Directors (indicating “Board of Directors”.
(***) This column indicates the slate from which each Director was elected (“M”: majority slate, “m”: minority slate). In this regard, it should be noted that the slate - submitted by a group of Shareholders made up of asset management companies and other institutional investors (altogether owning 30,264,515 shares as at 9 May 2023 and representing a total of 1.50570% of Terna’s share capital) - obtained the majority of the votes cast by the capital represented in the Ordinary Annual General Meeting of shareholders held on 9 May 2023 (53.641545% of the share capital). With regard to Directors Cappiello and Damilano, the Board of Directors of Terna S.p.A., on 24 June 2025 and 29 July 2025 respectively, accepted the proposal submitted by the shareholder CDP Reti S.p.A..
(****) This column indicates the number of positions as a director or statutory auditor held by the Director in other listed companies or in large companies. In this document, appointments are set out in full within the summary of the curricula vitae.
(*****) This column indicates the Directors’ attendance at meetings of the Board of Directors during the year under review (indicate the number of meetings attended out of the total number of meetings that could have been attended; e.g. 6/9; 9/9 etc.).
(******) On the 24th of June 2025, the Board of Directors co-opted Stefano Cappiello as a non-executive and independent director to replace Francesco Renato Mele, who had resigned on the 27th of May 2025, with effect from his replacement's appointment.
(*******) On the 29th of July 2025, the Board of Directors co-opted Paolo Damilano as a non-executive and independent director to replace Enrico Tommaso Cucchiani, who had resigned on the 27th of May 2025, with effect from his replacement's appointment.