Meeting of April 28th, 2008

Terna: Shareholders’ Meeting of April 28th, 2008

Notice of call
Terna: Call of ordinary Shareholders’ Meeting

The ordinary Shareholders’ meeting is convened for the dates of April 27th and April 28th, on first and second call, respectively, at 11:00 AM in Rome at the “Centro Convegni Matteo Ricci”, Piazza della Pilotta, 4, in order to discuss and resolve on the following

AGENDA

Ordinary Part
1. Financial Statements as of December 31, 2007. Reports of the Board of Directors, of the Board of Statutory Auditors and of the Independent Auditors. Related resolutions. Presentation of the Consolidated Financial Statements as of December 31, 2007;
2. Allocation of the net income for the fiscal year;
3. Number of members in the Board of Directors;
4. Term of office of the Board of Directors;
5. Appointment of the members of the Board of Directors;
6. Appointment of the Chairman of the Board of Directors;
7. Compensation for the members of the Board of Directors;
8. Appointment of the Board of Statutory Auditors;
9. Remuneration for the effective members of the Board of Statutory Auditors.

All of the shareholders for which the company has received timely notice made by an authorized intermediary pursuant to the applicable provisions of law shall be entitled to attend the Shareholders’ Meeting. In this respect, it is pointed out that art. 10.1 of the bylaws provides that only those shareholders who have deposited their shares at least two days prior to the dates 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.

The informative reports by the Directors on the items included in the Agenda, provided 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 12, 2008 or before; the shareholders may obtain copies thereof. The same documentation will also be published in the Company’s website: www.terna.it.

With regard to the appointment of the members of the Board of Directors and of the members of the Board of Statutory Auditors, it is pointed out that in compliance with the terms of the bylaws, the procedure will be through voting lists. The lists of candidates for Directors and Auditors may be submitted by the shareholders that, either alone or jointly with other shareholders, represent at least 1% of the shares having the right to vote in the Shareholders’ Meeting. For the election of each one of the above-mentioned corporate bodies, every Shareholder may submit or take part in the submission of only one list and each candidate may be included in only one list, under penalty of ineligibility. The lists must be submitted, deposited and published at least 15 days prior to the date set for the first call of the Shareholders’ Meeting (i.e. within Saturday, April 12, 2008) according to the provisions and terms respectively articles 14.3 and 26.2 of the bylaws published in the Company’s website (www.terna.it - “Investor Relations – Corporate Governance – Corporate Bylaws”). The lists, with the information on the profile of each candidate, will be immediately published in the Company’s website. In order to prove the ownership of the number of shares necessary for the submission of the lists, shareholders must submit and/or forward to the company’s registered office, at least five days prior to the date set for the first call of the Shareholders’ Meeting, copy of the documentation proving the ownership of the number of shares required.

With regard to the appointment of the Board of Directors, it is specifically pointed out that the provisions stated in the bylaws are applied to the issues (i) of limits regarding the right to vote for the appointment of the above-mentioned Directors as stated in art. 14.3, letter e) and (ii) of requirements of honorability, professionalism and independence of the latter, as stated in art. 15.

The lists for the Board of Directors will include those candidates having the independence requirements pursuant to the law and to art. 15.4 of the bylaws. For this purpose, it is pointed out that art. 6 of the Self Regulation Code of listed companies published by Borsa Italiana, which TERNA joined, states that in addition to the lists, exhaustive information be deposited at the Company’s registered office regarding the candidates’ personal and professional profile, accompanied by an indication regarding their eligibility to qualify as independent directors pursuant to art. 3 of the Self Regulation Code, to be the subject of immediate publication in TERNA’s website together with the lists.

It is noted that pursuant to art. 147-ter, paragraph 3, of Legislative Decree 58/98 (Consolidated Law on Finance-TUF), at least one of the members of the Board of Directors is proposed by the minority list that has obtained the majority of votes and is in no way connected, not even indirectly, with the shareholders that have submitted or voted the list that resulted as first for a number of votes.

With regard to the appointment of the Board of Statutory Auditors, it is pointed out that the lists must be divided into two sections, one for the candidates for the position of actual Auditors and the other for the candidates for the position of alternate Auditors. The first candidate for each section shall be chartered accountant and have exercised audit activities for no less than three years. The candidates for the position of Auditors shall have the professional and honorable requirements set forth – for auditors of listed companies- by Ministerial Decree No. 162, dated March 30, 2000 issued by the Ministry of Justice, integrated by the provisions of the art. 26.1 of the bylaws. Pursuant to the bylaws and to art. 144-terdecies of Consob Regulation n. 11971 dated May 14, 1999, the candidates, under penalty of ineligibility, cannot hold the position of effective Auditors in five or more listed companies.

It is also pointed out that art. 10 of the Self Regulation Code of listed companies published by Borsa Italiana states that, in addition to the lists, exhaustive information be deposited at the Company’s registered office regarding the candidates’ personal and professional profile, to be the subject of immediate publication in TERNA’s website together with the lists. Considering that pursuant to art. 2400, last paragraph of the Civil Code, at the time of appointment and prior to the acceptance of the office, the Meeting must be informed of the administrative and auditing positions held by the Auditors with other companies, an appropriate statement must be provided for this purpose as part of the information regarding the candidates’ personal and professional profile, with special care in updating this statement to the actual date the Shareholders’ Meeting is held.

On the basis of the bylaws changes approved by the extraordinary Shareholders’ Meeting on May 24, 2007, for implementing provisions of Law n. 262 dated December 28, 2005, the position of Chairman of the Board of Statutory Auditors will be assigned to the effective Auditor included in the minority lists pursuant to art. 26.2 of the bylaws. In compliance with art. 148, paragraph 2 of the Legislative Decree 58/98 (Consolidated Law on Finance - TUF), the effective member of the Board of Statutory Auditors appointed by the minority on the basis of the provisions stated in art. 26.2 of the bylaws, will be elected by the minority shareholders that are in no way connected, not even indirectly, with the shareholders that submitted or voted the list that resulted first by number of votes.

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 evidencing such right to the TERNA S.p.A.’s Secretarial Office 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 down for holding 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 the Segreteria Societaria di TERNA S.p.A. according to the procedure and within the terms stated in the above paragraph.

It should be noted that the offices in charge of the personal identification and verification of the right to participate in the Shareholder’s Meeting will be available starting from 9.00 AM of the dates set respectively for the first and second 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
Dott. Luigi Roth

The notice of call of the ordinary shareholders’ meeting was published in the Official Gazette of the Republic of Italy no. 46, Part II, of 19th April 2007.

TERNA S.p.A. – Registered office in Rome – Via Arno, n. 64
Share Capital 440,000,000 Euro, fully paid-in as of April 30th, 2007
Rome Companies Register, Tax ID and VAT code no. 05779661007
Rome R.E.A. no. 922416

Board of directors' report on the different items on the agenda of the ordinary shareholders' meeting

TERNA - Notice of second call of AGM

Minutes (only Italian version)