Meeting of May 24th, 2007

Terna: Shareholders’ Meeting of May 24th, 2007

Notice of call
Call of ordinary and extraordinary Shareholders’ Meeting

The ordinary Shareholders’ meeting is convened for the dates of May 23rd and 24th, 2007, on first and second call, respectively, at 11.00 AM in Rome, at the “Centro Convegni Matteo Ricci”, Piazza della Pilotta, 4, and an extraordinary Shareholders’ meeting is convened for the dates of May 23rd, May 24th and May 28th, 2007, on first, second and third call, respectively, same time and place, in order to discuss and resolve on the following

AGENDA

Ordinary Part
1. Appointment of two Directors.
2. Financial Statements as of December 31, 2006. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related resolutions. Presentation of the Consolidated Financial Statements as of December 31, 2006.
3. Allocation of the net income for the fiscal year.
4. Appointment of an auditing firm for the Company’s audit.

Extraordinary part
1. Amendments to Articles 14, 15, 21, 26 of the By-Laws; numbering of individual paragraphs making up the By-Laws.

All 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 Article 10.1 of the by-laws provides that only those shareholders who have deposited their shares at least two days prior to the dates set down 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 descriptive reports by the Directors on the items on the Agenda, provided by the applicable provisions of law, and the proposal by the Board of Statutory Auditors in relation to the appointment for the accounting audit, 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 or before 8th May 2007; the shareholders may obtain copies thereof. The same documentation will also be published on the Company’s website: www.terna.it.

The appointment of the Directors shall take place according to the provision of Article 14.3 ( c) of the company’s by-laws.

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 Company’s Secretarial Office of TERNA S.p.A. 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.

In order to facilitate the control of the 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 evidencing their powers to the Segreteria Societaria of TERNA S.p.A. according to the procedure and within the terms set out in the above paragraph.

It is pointed out that the offices in charge of the personal identification and the control of the right to intervene in the Shareholders’ Meeting will be at disposal until 9.00 AM on the dates set down for the first, second and third calls, respectively.

A service providing assistance for the Shareholders’ meeting is available for further information at the following telephone number: 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 64
Share Capital 440,000,000 Euro, fully paid-in
Rome Companies Register, Tax ID and VAT code no. 05779661007
Rome R.E.A. no. 922416