Terna S p A : launches ESG-linked share buyback programme to service the Performance Share Plan 2022-2026

Number of shares representing approximately 0.10% of share capital, for a maximum total amount

of €10 million

TERNA LAUNCHES ESG-LINKED SHARE BUYBACK PROGRAMME

TO SERVICE THE PERFORMANCE SHARE PLAN 2022-2026

The central role played by sustainability for the national transmission system operator- was

confirmed

Rome, 26 May 2022 - TERNA S.p.A. ("Terna" or the "Company") announces that, implementing the authorization granted by the Annual General Meeting of 29 April 2022 and the subsequent Board of Directors' resolution of 11 May 2022, a share buyback programme will be launched on 27 May 2022, at a total cost of up to €10 million and involving up to a maximum of 1.95 million of the Company's ordinary shares (the "Programme"). This represents approximately 0.10% of Terna's share capital. Purchases under the Programme will be carried out by 27 June 2022.

The Programme is designed to service the Performance Share Plan 2022-2026 for the management of Terna and/or its subsidiaries, as defined by art. 2359 of the Italian Civil Code and approved by the Annual General Meeting of 29 April 2022, and/or any other share-based incentive plans for the Directors and/or employees of the Company and/or its subsidiaries and/or associates.

The share buyback Programme also involves a mechanism based on bonuses and penalties linked to the Company's achievement of specific environmental, social and governance (ESG) objectives, confirming the central role played by sustainability as a cornerstone of the Terna strategy, for the benefit of all stakeholders.

Terna has today appointed BNP Paribas Exane, a qualified intermediary, to implement the Programme. The intermediary will take decisions regarding purchases in full independence, including the timing of transactions, and in compliance with daily price and volume limits consistent with both the authority granted by the mentioned Annual General Meeting and the provisions of art. 5 of Regulation (EU) 596/2014 on market abuse and art. 3 of Delegated Regulation (EU) 2016/1052.

Purchases are to be made at a price that must not be more than 10% higher or lower than the price of the Company's shares on the Mercato Telematico Azionario (screen-based trading system) organised and managed by Borsa Italiana S.p.A. ("Euronext Milan"), as recorded during

the previous day's session for each individual transaction. The price paid must not, in any case, exceed the higher of the price of the last independent trade and the highest current independent bid on the Euronext Milan market.

Purchases must be carried out on the Euronext Milan market, in order to ensure the equal treatment of shareholders, in compliance with art. 144-bis, subsection 1(b) of CONSOB Regulation no. 11971/1999, as well as in accordance with the procedures provided for in art. 5 of Regulation (EU) 596/2014 on market abuse and art. 3 of Delegated Regulation (EU) 2016/1052. The Company shall report the transactions carried out to the relevant Authorities and to the market in accordance with the terms and conditions provided for in art. 2 of Delegated Regulation (EU) 2016/1052, providing the following information: (i) on a detailed basis: the date, time, number of shares purchased and the price of each purchase; (ii) on an aggregate basis: for each day, the number of shares purchased and the weighted average price paid.

As of today, the Company holds 3,095,192 treasury shares, equal to 0.154% of the share capital. Subsidiaries do not hold Terna's shares.