Extraordinary part
1. Postponement of the expiration date for exercising the option rights attributed within the 2006 stock-option plan and consequent amendment of article 5 of the bylaws.
The informative reports by the Directors on the items included in the Agenda, provided for by the applicable law provisions, will be made available to the public at the company’s registered office and at the registered office of Borsa Italiana S.p.A. on April 6, 2009 or before; the shareholders may obtain copies thereof. The same documentation will also be published in the Company’s website: www.terna.it.
Those shareholders that, also jointly, represent at least one fortieth of the company’s share capital with voting right may request, pursuant to art. 126 bis of legislative decree n. 58 dated February 24, 1998 (TUF), within five days of the publication of this notice, to integrate the subjects to be discussed, indicating in the request the proposed issues. It should be noted that the integration of the agenda is not allowed for items on which the Shareholders’ Meeting will resolve, pursuant to law provisions, upon the proposal of the Directors or on the basis of a project or a report they have drafted. In case of integration of the agenda, the modified list of items to be discussed by the Shareholders’ Meeting will be published with the same publication modalities used for this notice at least ten days prior to the date set for the Shareholders’ Meeting.
All of the shareholders for which the company has received timely notice made by an authorized intermediary pursuant to the applicable law provisions shall be entitled to attend the Shareholders’ Meeting. In this respect, it is pointed out that art. 10.1 of the bylaws (included in the company’s website: www.terna.it) provides that only those shareholders who have deposited their shares at least two days prior to the date set for the meeting on first call and did not withdraw the shares before the Shareholders’ meeting has taken place, may participate in the Shareholders’ meeting. In order to facilitate the assessment of their right to participate in the Shareholders’ Meeting, the shareholders and other holders of the voting right may send the documentation proving such right to TERNA S.p.A.’s Secretariat by mail (TERNA S.p.A. – Segreteria Societaria – Via Arno 64 - 00198 Rome), also in copy or by fax to the number 06/83138317, at least two days prior to the date set for the Shareholders’ Meeting on first call.
Moreover, in order to facilitate verifying representation powers pertaining to them, those wishing to participate in the Shareholders’ Meeting in legal or voluntary representation of shareholders or other holders of the voting right may send the documentation proving their powers to TERNA S.p.A’s Secretariat according to the procedure and within the terms stated in the above paragraph.
It should be noted that the offices in charge of personal identification and verification of the right to participate in the Shareholders’ Meeting will be available from 2.00 PM of the date set for the first call and from 9.00 AM of the dates set respectively for the second and third call.
A service providing assistance for the Shareholders’ Meeting is available for further information at the following numbers: telephone no. 06/88345112 - fax no. 06/88345203.
The Chairman of the Board of Directors
Luigi Roth
TERNA S.p.A. – Registered office in Rome – Via Arno, n. 64
Share capital Euro 440,139,084 (as of April 30, 2008) fully paid-in
Rome Companies Register, Tax ID and VAT code n. 05779661007
Rome R.E.A. n. 922416