Terna: Shareholders’ Meeting of April 30, 2010

Notice of Shareholders' Meeting
Call of the ordinary Shareholders’ Meeting

The Ordinary Meeting of the shareholders of TERNA S.p.A. is called for April 29 (at first calling) and April 30, 2010 (second calling) at 11:00 a.m. in Rome at the TERNA Auditorium, Piazza Giuseppe Frua 2, to discuss and resolve the following

AGENDA

1.     Approval of the financial statements at December 31, 2009. Reports of the Board of Directors, the Board of Auditors and the independent auditors. Related resolutions. Presentation of the consolidated financial statements at December 31, 2009;
2.     Allocation of net profit for the year. 

The reports by the Directors on the items included in the Agenda, as required by applicable law, as well as the documents to be submitted to the shareholders for approval, will be made available to the public at the Company’s registered office and at the registered office of Borsa Italiana S.p.A. no later than April 14, 2010. Copies will be available for shareholders. These documents will also be published on the Company’s website: www.terna.it.
Pursuant to Art. 126-bis of Legislative Decree 58/98 (Consolidated Law on Financial Intermediation), shareholders who represent at least 1/40th of the share capital with voting rights may send a request, within 5 days of publication of this notice, indicating items they would like added to the Agenda. Additions cannot be made for matters on which, by statutory requirement, the Shareholder’s Meeting shall resolves on the basis of a proposal by the Directors or a project or a report the Directors have prepared. If items are added to the Agenda, a revised Agenda will published in the same manner required for publication of the notice of the shareholders’ meeting at least 10 days prior to the date set for the Meeting.
The Company’s share capital, pursuant to Art. 5.1 of the bylaws, is represented by 2,000,908,800 ordinary shares with a par value of €0.22 each. Each share entitles the shareholder to one vote pursuant to Art. 6.1 of the bylaws.
All of the shareholders for whom the Company has received timely notice from an authorized intermediary pursuant to applicable law shall be entitled to attend the Shareholders’ Meeting. Article 10.1 of the bylaws (available on the Company’s website: www.terna.it) establishes that only those shareholders who have deposited their shares at least two days prior to the date set for the meeting at first calling and who have not withdrawn their shares before the Shareholders’ Meeting has taken place may participate.
In order to facilitate the process of determining whether they have the right to attend the Shareholders’ Meeting, shareholders and other holders of voting rights may send the supporting documentation to TERNA S.p.A.’s Corporate Secretariat by mail (TERNA S.p.A. – Segreteria Societaria– Viale Egidio Galbani, 70 – 00156 Rome), with a copy or by fax to 06/83138317, at least two days prior to the date set for the Shareholders’ Meeting at first calling.
In addition, in order to facilitate the process of verifying powers of representation, those wishing to attend the Shareholders’ Meeting as the legal or voluntary representatives of shareholders and other holders of the voting rights pursuant to Art. 11 of the bylaws may send the documentation establishing their power of representation to TERNA S.p.A’s Corporate Secretariat in accordance with the procedure and by the deadline stated in the above paragraph. Such representatives may use the model proxy included at the bottom of the notice submitted by the authorized intermediary. The offices in charge of identifying persons and verifying their right to attend the Meeting will be open from 9:00 a.m. on the dates set for the first and second callings of the Meeting.
A service providing assistance for the Shareholders’ Meeting is available at the following numbers: telephone no. 06/88345112 - fax no. 06/88345203.
This notice can also be found on the Company’s website: www.terna.it

The Chairman of the Board of Directors
Luigi Roth

 

This notice calling the Ordinary Shareholders’ Meeting was published in the Gazzetta Ufficiale della Repubblica Italiana, Parte II°, on March 25, 2010 no. 36

TERNA S.p.A. – Registered office in Rome – Viale Egidio Galbani, no. 70
Share capital €440,199,936 (at April 30, 2009) fully paid-in
Rome Register of Companies, Tax ID and VAT no. 05779661007
Rome R.E.A. no. 922416