The illustrative reports by the Directors on the items on the agenda, required by governing rules, will be made available to the public at the company headoffice and at Borsa Italiana S.p.A. according to the following timetable:

• by April 2, 2011, the reports concerning items 3, 4, 5, 6, 7 and 8 of the agenda for the ordinary Shareholders’ Meeting;
• by April 12, 2011, the reports concerning items 1, 2, 9 and 10 of the agenda for the ordinary Shareholders’ Meeting;
• by April 21, 2011, the reports concerning the sole item on the agenda of the extraordinary Shareholders’ Meeting.
   

Documents submitted to the Shareholders’ Meeting will be made available to the public at the company headoffice and at Borsa Italiana S.p.A. in the terms provided for by rules in force. The reports and documentation will also be published in the Company’s website (www.terna.it - ”Investor Relations”). Shareholders have the right to obtain copies.
 

Shareholders who, also as a group, represent at least one fortieth of the share capital with voting rights, may ask, pursuant to and in the modes pursuant to Article126bis of Legislative Decree no. 58 of February 24, 1998 (TUF), within ten days from the publication of this notice, to add subjects to be discussed, indicating the proposed subjects in the request.

The request must be submitted in writing and must be accompanied by a report on the matters being proposed, and be brought to TERNA S.p.A. at its head office (attention: TERNA S.p.A. Company Secretariat), or sent by mail or by fax to 06 83138218, or by e-mail or certified electronic mail at the following certified e-mail address: Assemblea2011@pec.terna.it.

Please remember that pursuant to law, supplements to the agenda are not allowed for subjects which the Shareholders’ Meeting will be resolving upon according to the law and based on Directors’ proposals or on the basis of a project or a report prepared by them that is different from the one dealing with the subjects in the agenda. In the event of supplements to the agenda, the modified list of subjects to be dealt with in the Shareholders’ Meeting will be published, with the same modes of publication as this notice, at least fifteen days before the one scheduled for the Shareholders’ Meeting.
 

The right to participate in the Shareholders’ Meeting and exercising the right to vote, according to the provisions in Article 10.1 of the Bylaws, is governed by applicable regulatory standards in force. Pursuant to governing Article 83sexies TUF, such right is demonstrated by notification to the Company by an intermediary, in compliance with its own accounting records, on behalf of the individual who is entitled to the right to vote, based on evidence related to the close of the accounting day of the seventh open-market day prior to the date set for the Shareholders’ Meeting in first call (i.e., May 3, 2011), the so-called “record date”.

The credit and debit registrations made on accounts subsequent to said term are not material for purposes of legitimizing the exercise of the right to vote in the Shareholders’ Meeting. Therefore, those who appear as owners of the Company shares subsequent to said date will not be allowed to participate and vote. Communications by intermediaries for participation must be received by the Company by the end of the third open-market day prior to the date set for the first call of the Shareholders’ Meeting (i.e., May 9, 2011). There is no prejudice to the entitlement to participate and vote if the Company has received the communications after said indicated term, provided that it is received by the start of the Meeting proceedings on single call.

There are no procedures for voting by mail or by electronic means.

Ordinary Proxy

Each party entitled to participate and vote at the Shareholders’ Meeting may be represented by means of a proxy pursuant to governing law provisions. For this purpose, the proxy form issued upon request of the entitled party by the qualified intermediary can be used, or the proxy form available on the Company’s website (www.terna.it - “Investor Relations”) or at the headoffice. The Company can be notified of the proxy by filing it with the headoffice (the Segreteria Societaria (“Company Secretariat) of TERNA S.p.A.) or by mail, or e-mail or certified electronic mail to the following certified e-mail address: Assemblea2011@pec.terna.it, or using the section of the Company website (www.terna.it – “Investor Relations”) and the proxy must be received by the Company by the start of the Meeting proceedings on single call. In replacement of the original, the representative may deliver or transmit to the Company a copy of the proxy, also by electronic means, stating under his/her own responsibility that the proxy is in compliance with the original, as well as to the identity of the person issuing the proxy.

Designated Representative Proxy

The proxy may also be granted with voting instructions to Servizio Titoli S.p.A., with headoffice in Via Mantegna no. 6, Milan, named by the Company for this purpose “Designated Representative” pursuant to Article 135undecies TUF. In this regard, the specific guided web application prepared and managed by Servizio Titoli S.p.A., which can be accessed on the Company’s website (www.terna.it - “Investor Relations”), can be used to fill in the proxy form for the designated representative. The Designated Representative proxy form is also available in a printable version from the website, or from the Company’s headoffice. The Designated Representative proxy must contain voting instructions to all or some of the subjects on the agenda and the original must be given to said Designated Representative by the end of the second open-market day prior to the date set for the Shareholders’ Meeting on first call (i.e., by May 10, 2011) at the following address: Servizio Titoli S.p.A. (ref. “Shareholders’ Meeting proxy Terna S.p.A.”), Via Monte Giberto no. 33 - 00138 Rome. A copy of the proxy, accompanied by a declaration stating that it is in compliance with the original, can be anticipated to the Designated Representative by the same term by fax at 06 88345203 or at the certified e-mail address terna@pecserviziotitoli.it.
A “Designated Representative” proxy is valid only for resolutions proposed at the Shareholders’ Meeting for which the person issuing the proxy gave voting instructions. The proxy and the voting instructions are revocable within the same term as hereinabove (i.e., by May 10, 2011), with the manner and terms indicated above.

Pursuant to Article 127ter TUF, parties entitled to participate in the Shareholders’ Meeting may pose questions on subjects on the agenda also before the Shareholders’ Meeting. The questions must be made in writing and sent to TERNA S.p.A. to its headoffice (to the attention of the Company Secretariat of TERNA S.p.A.) by fax at the number 06 83138218, or by e-mail or certified electronic mail at the certified e-mail address: Assemblea2011@pec.terna.it.

Appointment of the members of the Board of Directors and the Board of Statutory Auditors will take place by voting on the basis of lists with the manner and terms provided for in Articles 14.3 and 26.2 of the Bylaws, respectively, and by governing legislation. For the appointment of the members of the aforementioned corporate bodies, each shareholder may submit or contribute towards the submission of one list, and each candidate may be included only in one list, or he will be considered ineligible. The lists of candidates for the positions of Director and Auditor may be submitted by shareholders who, either individually or as a group, are owners of at least 1% of shares with voting rights in the Shareholders’ Meeting. The submission and filing of the lists must take place at the headoffice of the Company at least 25 days prior to the scheduled date of the Shareholders’ Meeting on first call (i.e., by April 17, 2011 and it has to be deemed extended to April 18, 2011, the first subsequent business day) with the manner and terms provided for by the Bylaws and governing legislation, respectively. Ownership of the minimal stake necessary for submitting the lists is determined with regard to the shares that are registered in favor of the shareholder(s) on the day on which the lists are filed with the Company. In order to prove ownership of the number of shares required to submit lists, the entitled shareholders must submit and/or deliver the relevant certification to the Company’s registered office, also subsequent to filing the list, provided it is by the term anticipated for the publication of the lists (i.e., by April 21, 2011). Taking into account the provisions of Article 144sexies, paragraph 4ter, of Consob Regulation no. 11971 of May 14, 1999 as subsequently amended (hereinafter referred to as the “Consob Issuers Regulation”), the lists and the copy of the required accompanying documentation can also be filed by e-mail or by certified electronic mail at: Assemblea2011@pec.terna.it, jointly with information that allows for identification of the individual filing the lists, also indicating a telephone number.

Together with each list a statement must be filed, whereby individual candidates accept their candidature and represent, under their responsibility, the inexistence of any of the causes for ineligibility and incompatibility, as well as the existence of the requirements provided for by the applicable law and by the Bylaws for their respective offices and any other information required by the applicable rules and regulations and the Bylaws.

The lists, accompanied by information concerning the candidates’ characteristics, shall be made available to the public in a timely fashion at the headoffice, on the Company website (www.terna.it - “Investor Relations”) and with other modalities provided for by Consob, at least 21 days before the date of the Shareholders’ Meeting (i.e., by April 21, 2011).

With respect to the appointment of the Board of Directors, please remember that provisions according to the Bylaws are applied as regards (i) limits on exercising the right to vote when appointing the Directors as indicated in Article 14.3, letter e) and, (ii) the requirements of integrity, professional skills and independence they each possess, indicated in Article 15. It must also be remembered that pursuant to Article 147ter, paragraph 3, TUF, at least one of the members of the Board of Directors shall be proposed by the minority list that obtained the highest number of votes, and is not connected in any way, even indirectly, to the shareholders who submitted or voted the list that was first due to the number of votes, and that the shareholders that submit a “minority list” are the recipients of Consob Communication no. DEM/9017893 of February 26, 2009 entitled “Appointment of the members of administrative and control bodies”.

The lists for the Board of Directors shall indicate the candidates who possess the requirements of independence as provided for by the law and by Art. 15.4 of the Bylaws and all other information or declarations required by applicable regulatory standards and by the Bylaws. With respect to the requirements for the Directors, please remember that Article 6 of the Governance Code of listed companies published by Borsa Italiana, which TERNA adopted, provides that together with said lists, the following must be filed: an exhaustive description of the personal and professional characteristics of the candidate, accompanied by indications that the candidate is qualified as independent, pursuant to Article 3 of said Code, to be published in a timely fashion on TERNA’s website, together with the lists.

Concerning the appointment of the Board of Statutory Auditors, the lists are divided into two sections, one for the candidates to the office of statutory auditor and the other for the candidates to the office of substitute auditors. The first one of the candidates of each section must be registered in the register of statutory auditors and must have exercised the activity of legal control of the accounts for a period being not less than three years. The names of the candidates are numbered progressively and do not exceed the number of members of the body being elected. Candidates for the position of Auditor must possess the requirements of integrity and professional skills relative to the auditors of listed companies, pursuant to Ministerial Decree no.162 of March 30, 2000 issued by the Ministry of Justice, as supplemented by the provisions of the Article 26.1 of the Bylaws. As far as situations of ineligibility and the limit to the number of offices that members of the Board of Statutory Auditors may hold on boards of directors and boards of statutory auditors are concerned, the provisions of the Bylaws and governing legislation shall be applied.

Pursuant to Article 144sexies, paragraph 4, of the Consob Issuers Regulation, the lists must be deposited and accompanied by: a) information concerning the identity of the shareholders submitting the lists, with an indication of the percentage of shares held; b) a declaration from those shareholders who do not hold, also as a group, a controlling or majority stake, certifying the absence of relationship connections such as those provided for in Article 144quinquies of the Consob Issuers Regulation with them. In its Communication no. DEM/9017893 of February 26, 2009, Consob advised the shareholders who submit a “minority list” to provide information indicated in the aforementioned declaration by Consob; c) an exhaustive description of the personal and professional characteristics of the candidates, as well as a declaration by said candidates stating that they possess the requirements provided for by law (including possessing independence requirements as provided for in Article 148, paragraph 3, TUF) and in acceptance of their candidacy. Taking into account that pursuant to Article 2400, last paragraph, of the Civil Code, at the time of the appointment and before accepting the position, the Shareholder’s Meeting must be made aware of any administrative or supervisory positions held by the Auditors at other companies, it is suggested that a special declaration be provided within the framework of the description of the personal and professional characteristics of the candidate, emphasizing that it should be kept updated up to the day the Shareholders’ Meeting is effectively held.

The statutory member of the Board of Statutory Auditors appointed by the minority based on the modalities provided for in Article 26.2 of the Bylaws will be appointed by the minority shareholders who – as required by Article 148, paragraph 2, TUF – are not in any way connected, not even indirectly, with the shareholders who submitted or who voted the list which was first, due to the number of votes. The Statutory Auditor taken from the minority list is entitled to the Chairmanship of the Board of Statutory Auditors. Please remember that pursuant to Article 144sexies, paragraph 5, of Consob Issuers Regulation, in the event that at the date of expiration of the term for submitting the lists for the Board of Statutory Auditors (i.e., by April 17, 2011 and it has to be deemed extended to April 18, 2011, the first subsequent business day) only one list has been filed, or only lists submitted by shareholders connected to each other pursuant to applicable provisions, lists may be submitted up until the third day after said date; in this case, the thresholds provided for hereinabove are reduced by half.

Further information concerning the subjects on the agenda is made available to the shareholders in the Directors’ reports concerning the respective items on the agenda, as well as in the Bylaws and in governing legislation, which shall be specifically referred to for what is not expressly provided for in this notice.

For the purposes of exercising the company rights mentioned in this notice, please remember that pursuant to Articles 22 and 23, paragraph 1, of the Regulation adopted by the Bank of Italy and by Consob with the provision of February 22, 2008 and subsequently amended by deed of the Bank of Italy/Consob dated December 24, 2010 (hereinafter referred to as the “Bank of Italy/Consob Regulation”), the legitimacy of exercising, also jointly, corporate rights such as: participation in and exercising the right to vote in the Shareholders’ Meeting, the right to supplement the agenda, the right to pose questions on subjects on the agenda, the filing of the lists, is certified by a communication to the issuer made by the intermediary in compliance with its accounting records for holders. Pursuant to Article 25 of the Bank of Italy/Consob Regulation, legitimization to rights different from those provided for in Articles 22 and 23 is assessed by certification issued by the intermediary in compliance with his own accounting records.

In order to facilitate the verification of their entitlement to participate in the Shareholders’ Meeting, the holders of the right to vote may send documentation demonstrating said entitlement to the Company by mail (to the Company Secretariat of TERNA S.p.A.– Viale Egidio Galbani, 70 – 00156 Rome), also a copy or by fax to 06 83138218, at least two days prior to the scheduled date for the Shareholders’ Meeting on first call. Please note that the offices in charge of personal identification and verification of entitlement to participate in the Shareholders’ Meeting will be available two hours before the beginning of the Shareholders’ Meeting. 
A service dedicated to Meeting assistance is available to give further information at the following numbers: telephone 06 88345112 - fax 06 88345203.