Organization, Management and Control Model ex Legislative Decree No. 231 of June 8, 2001.

Business ethics is a key component in the internal control and management system of risks that could compromise responsible business performance. Therefore, Terna Energy Solutions S.r.l has adopted the Terna Group Code of Ethics, which identifies and defines the values, principles and standards promoted by the companies of the Group, which represent an indispensable prerequisite for the proper conduct of the strategic choices and all the activities of the same, with the aim of preserving their value and integrity over time.

By resolution of the Board of Directors on February 27, 2019, Terna Energy Solutions S.r.l. also adopted its own Organization, Management and Control Model (the “231 Model“) to ensure the fairness and transparency of its activities.

In this way, the Company, in addition to implementing Legislative Decree No. 231 of June 8, 2001 (the “Decree 231“) on the administrative liability of entities, protects the company’s reputation and meets the expectations of stakeholders, in line with all Terna Group companies. The version currently in force was approved on December 14, 2023.

The Company has also appointed an Oversight Committee having autonomous powers of initiative and control, in charge of supervising the functioning and observance of the 231 Model and taking care of its updating (ex art. 6 of Legislative Decree No. 231), and adopted the Terna Group’s Anti-Corruption Guideline in order to prevent public and private corruption, both in Italy and abroad.

The Oversight Committee of the Company, in collegial composition, is composed of:

– Chairman: Lawyer Raffaele Ferrara

– External members: Lawyer Mascia Fumini, Lawyer Damiano Lipani.

Model 231 is a dynamic and shared document. Dynamic, because it is sensitive to every regulatory and organizational change. Shared, because its implementation involves the entire company population, both in the phase preceding its elaboration, through periodic risk assessment, and in the implementation phase, with training and information. This Model 231, moreover, is subject to continuous monitoring to assess its effectiveness and ensure that it is kept up to date with respect to internal changes (business or pertaining to an organizational structure) and external changes (case law, legislative developments, best practices).

231 Model (Only italian version)

Global Compliance Program

In order to align the efforts of Non Italian Companies in preventing corporate criminal liability and in order to provide them with a shared, consistent and uniform approach against possible misconduct, Terna has adopted, since November 10, 2017 and with subsequent updates, the Global Compliance Program (GCP)

In many Foreign countries in which the Terna Group operates, there is a system of “criminal liability” or similar, which can be applied to legal entities in relation to unlawful conduct committed by representatives, employees or third parties acting in their interest.

Most foreign regulations in the countries in which the Terna Group operates encourage companies to adopt corporate governance structures and risk mitigation systems to make efforts to prevent crimes from being committed by representatives, employees or third parties acting in the interests of the company, also providing for an exemption or mitigation of applicable penalties in the event of the adoption and effective implementation of adequate preventing measures.

The governing bodies of the Group’s Non-Italian companies express and are required to clearly promote full compliance with the principles of ethics, integrity and legality of the Terna Group.

With the Global Compliance Program, calibrated to the main international regulations and best practices, Terna aims to harmonize the efforts of the Group’s Non Italian Companies in promoting compliance with the principles of ethics, integrity and legality and to prevent corporate liability, and to provide them with a shared, consistent and uniform approach against possible unlawful conduct (described by way of example in “Appendix A” of the GCP such as those qualifying as crimes in different jurisdictions in which the Terna Group may find itself operating).

Whistleblowing

In accordance with the provisions of Legislative Decree No. 24/2023 (“Whistleblowing Decree“), the Company has activated the appropriate internal reporting channels, aimed at allowing the persons specifically identified in Article 3, paragraph 3 of the Whistleblowing Decree to make reports of violations they have become aware of in a public or private work context.

In this context, with reference to the provisions of Legislative Decree No. 24/2023 relating to the subject of the reports (referred to in Article 2, paragraph 1, lett. q) number 3) and Article 3, paragraph 2, lett. b)) constitute the object of internal reporting for the Company, in particular, the behaviors, acts or omissions likely to harm the public interest or the integrity of the public administration or private entity indicated by Legislative Decree No. 24/2023, in Art. 2, paragraph 1, lett. a) No. 2, concerning illegal conduct relevant under Legislative Decree No. 231/2001 or violations of the Company’s Model 231.

Available at the following link https://whistleblowing.terna.it/Segnalazioni/InvioSegnalazione, is the internal digital platform shared with other Terna Group companies in accordance with the provisions of Article 4, paragraph 4, of the Whistleblowing Decree.

Further information is available at https://www.terna.it/en/Governance/business-ethics/whistleblowing.