RECORD-HIGH CAPEX TO SUPPORT THE DEVELOPMENT AND SECURITY OF ELECTRICITY SYSTEM AND THE ENERGY TRANSITION: OVER €1.3 BILLION IN THE FIRST HALF OF 2025, UP 26.6% ON THE SAME PERIOD OF 2024

IMPROVEMENTS ACROSS KEY FINANCIAL INDICATORS

• Revenue €1,894.2 million (€1,754.4 million in 1H24, up 8.0%)
• EBITDA €1,359.8 million (€1,257.2 million in 1H24, up 8.2%)
• Group net profit for the period €587.7 million (€544.8 million in 1H24, up 7.9%)
• Capex €1,319.3 million (€1,042.4 million in 1H24, up 26.6%)
• Net debt €11,969.8 million (€11,160.4 million at 31 December 2024)
• Appointment of a new Board Member and Chair of the Remuneration and Nominations Committee

Rome, 29 July 2025 – Today’s meeting of the Board of Directors of Terna S.p.A. (“Terna”), chaired by Igor De Biasio, has examined and approved the results for the six months ended 30 June 2025, presented by the Chief Executive Officer and General Manager, Giuseppina Di Foggia.

In a macroeconomic environment still marked by uncertainty, including geopolitical tensions and trade friction linked to the introduction of protectionist measures that could weigh on global economic growth, Terna continued to create value, reporting growth across its main financial indicators.

In the first half of the year, the Group accelerated its investments programme aimed at strengthening and securing the National Electricity System and supporting the energy transition, setting a new record for the period. Between January and June 2025, Terna’s total capital expenditure amounted to over €1.3 billion, up 26.6% compared to the same period of the previous year.

In the second quarter of 2025, Terna’s capital expenditure amounted to €757.2 million (up 35.3% on the same period of 2024).

“We closed the first half of 2025 with positive results across the main economic and financial indicators, confirming the soundness of the strategic actions undertaken and allowing us to look forward with confidence to the pursuit of the objectives set out in the update of the 2024-2028 Industrial Plan,” said Giuseppina Di Foggia, Chief Executive Officer and General Manager of Terna. “The strong acceleration of our investments continued in the second quarter of the year. The more than €1.3 billion committed since the beginning of 2025 testifies to the strategic value of Terna’s network infrastructure, which is essential for reducing dependence on foreign sources of supply, increasing national energy security and enabling decarbonisation. At the same time, we continue to invest in attracting talent and in training and developing the skills of our workforce, so that they feel actively involved in managing the challenges posed by the current complexity of the electricity system,” added Terna’s CEO.

CONSOLIDATED FINANCIAL HIGHLIGHTS FOR H1 2025

* Given that the requirements of IFRS 5 have been met, the total results for the first half of 2025 and 2024 attributable to the South American subsidiaries included in the planned sale of assets, launched at the end of 2021, have been classified in the item “Profit/(Loss) from assets held for sale” in the Group’s reclassified income statement. Likewise, the attributable assets and liabilities at 30 June 2025 have been reclassified to the item “Net assets held for sale” in the Group’s reclassified statement of financial position.

Revenue for the first half of 2025, amounting to €1,894.2 million, is up €139.8 million (up 8.0%) compared to the same period of 2024.This performance was mainly driven by growth in revenue from Regulated Activities, primarily due to the impact of the tariff update on transmission and dispatching fees. This was partially offset by a reduction in output-based incentives. Non-regulated Activities also delivered a significant contribution, above all reflecting increased revenue from the Tamini Group and the Brugg Cables Group.

Revenue rose 10.7% to €992.4 million in the second quarter of the year (€896.3 million in the same period of 2024).

EBITDA (Gross Operating Profit) for the first half of 2025 amounts to €1,359.8 million, up €102.6 million (up 8.2%) on the €1,257.2 million of the first half of 2024, primarily due to the result from Regulated Activities. EBITDA for the second quarter of 2025 is up 12.5% to €707.8 million (€629.3 million in the same period of 2024).

EBIT (operating profit) for the period, after amortisation, depreciation and impairment losses of €446.8 million, amounts to €913.0 million, compared to the €836.1 million of the first six months of 2024 (an increase of up 9.2%).

Net financial expenses for the period totalled €76.4 million, an increase of €13.0 million compared to €63.4 million in the first half of 2024. This increase was mainly due to the drawdown of new financings and a reduction in financial income recognised in the period, partially offset by an increase in capitalised financial expenses.

Profit before tax of €836.6 million is up €63.9 million compared to the first half of 2024 (up 8.3%).

Income tax expense for the period totals €249.1 million, an increase of €21.9 million compared to the same period of 2024 (up 9.6%), primarily due to the growth in pre-tax profit. The tax rate of 29.8% is slightly up compared to the 29.4% of the first half of 2024.

Group net profit for the period of €587.7 million is up €42.9 million on the €544.8 million of the first half of 2024 (up 7.9%). Net profit for the second quarter is up 12.9% to €312.4 million (€276.6 million for the same period of 2024).

The consolidated statement of financial position at 30 June 2025 shows equity attributable to owners of the Parent of €7,508.0 million, compared to €7,524.2 million at 31 December 2024.

Net debt amounts to €11,969.8 million, compared to €11,160.4 million at the end of 2024, reflecting the growth in capital expenditure for the development of an increasingly secure and efficient electricity system.

The Terna Group’s total capital expenditure during the period, amounting to €1,319.3 million, is up 26.6% compared to the €1,042.4 million of the same period of 2024.

The main projects carried out during the period include work on the Tyrrhenian Link, the submarine connection between Campania, Sicily and Sardinia. On the East Section, linking Campania and Sicily, the laying of the first submarine cable – begun in February 2025 – was completed in May. Progress was also made on the connection between Tuscany, Corsica and Sardinia (Sa.Co.I.3), the Adriatic Link – a submarine power line connection between Abruzzo and Marche (for which construction of the converter substation in the Marche region began in July) – and on works aimed at enhancing the reliability of the high and extra-high voltage grid in areas involved in the ‘Milan-Cortina 2026’ Olympic and Paralympic Games. Construction works also continued on the Bolano-Annunziata connection between Calabria and Sicily, the Chiaramonte Gulfi-Ciminna line (for which construction sites started in July), the Paternò-Pantano-Priolo line between the different zones of the electricity market in Sicily, the Colunga-Calenzano connection between Emilia-Romagna and Tuscany, and the Cassano-Chiari connection in Lombardy. In addition, progress was also made on the plan to install equipment, such as synchronous compensators, reactors, and stabilising resistors, to improve grid security, with a total of €69.8 million invested in the first half of 2025.

The Group’s workforce at the end of June 2025 totals 6,765, up 345 compared to 31 December 2024. This increase reflects the Group’s policy of strengthening its distinctive capabilities and covering staffing needs required to implement the ambitious investment plan set out in the 2024-2028 Industrial Plan Update.

KEY EVENTS IN H1 2025 AND AFTER THE END OF THE REPORTING PERIOD

Business

On 8 May, Terna announced the completion of the laying of the first submarine cable on the East Section of the Tyrrhenian Link, which will connect Campania and Sicily. In just over two months, approximately 490 km of power line cable were installed, running from Fiumetorto, in the municipality of Termini Imerese (Sicily), to Torre Tuscia Magazzeno, in the municipality of Battipaglia (Campania). Specifically, the laying took place in two phases: the first, with a length of 260 km, was completed in March; the second, 230 km long, got underway in April.

On 12 May, Terna and IPTO, the Greek Transmission System Operator (TSO), signed a Memorandum of Understanding (MoU) setting out the main terms and conditions for the design and construction of a new electricity interconnection between Italy and Greece. The infrastructure will have a transmission capacity of up to 1,000 MW and span approximately 300 km in total, including around 240 km of submarine cable installed at depths of up to 1,000 meters. It will complement the existing 500 MW link that has been operational since 2002. Terna and IPTO expect to invest approximately €1.9 billion in the project.

On 19 June, Giuseppina Di Foggia, Chief Executive Officer and General Manager of Terna, and Brad Smith, Vice Chair and President of Microsoft, signed a Memorandum of Understanding aimed at developing strategic initiatives to support Terna’s digital transformation. The collaboration will enable the adoption of innovative solutions using artificial intelligence, next-generation data platforms and hybrid digital infrastructure.

On 23 June, Terna launched the Adriatic Terna Innovation Zone, a new innovation hub in Ascoli Piceno, in the Marche region. The initiative aims to help transform the region and the Adriatic area into a centre of excellence for technological innovation supporting the energy transition and to foster the growth of the local innovation ecosystem.

In the second quarter, Terna also launched the “Rete Politecnica di Alta Competenza” in collaboration with Polytechnic Universities of Torino, Milano and Bari. The initiative focuses on research, innovation and advanced training to enhance the security and resilience of the electricity grid and system. The first edition of the Level II University Master’s Programme in Innovation in Electric Power Systems will be launched in the 2025-2026 academic year, with the goal of developing specialist expertise in the electricity sector and training highly qualified professionals for Terna’s recruitment and selection processes. In June, Terna also launched the fourth edition of the Level II Master’s Programme in Digitalisation of the Electricity System for the Energy Transition, part of the Tyrrhenian Lab project in collaboration with the Universities of Cagliari, Palermo and Salerno. 

During the period, Terna also continued its work on renewing overhead lines and substation equipment. In the first half of 2025, this included the replacement of 506 km of lines and six machines, comprising autotransformers and reactors.

Sustainable finance

On 16 April, Standard & Poor’s upgraded Terna’s long-term rating to ‘A-‘ from ‘BBB+’, maintaining it one notch above the rating of the Italian Republic, with a stable outlook. The upgrade of the rating by the agency follows that of the Italian Republic (from “BBB” to “BBB+”).

On 9 June, Moody’s Investor Service confirmed Terna’s long-term rating at Baa2, one notch above that of the Italian Republic. At the same time, the agency revised Terna’s outlook from stable to positive. The rating agency’s decision follows the revision of Italy’s outlook from stable to positive and reflects Terna’s solid financial profile.

On 25 June, Terna updated its €12,000,000,000 Euro Medium Term Note (EMTN) Programme, which is approved by the Commission de Surveillance du Secteur Financier (CSSF) and listed on the regulated market of the Luxembourg Stock Exchange. Terna also established and listed a new €4,000,000,000 EMTN Programme on the Mercato Telematico delle Obbligazioni (MOT) electronic market, obtaining the admissibility judgement for listing by the Italian Stock Exchange and the approval of its Base Prospectus by CONSOB.

The senior green bonds issued by Terna on 30 June 2025, under its €12 billion Euro Medium Term Notes (EMTN) programme amount to €3 billion, in addition to the two hybrid issues of perpetual, subordinated green bonds, amounting to a total of €1.85 billion.

On 10 July, Terna signed financing agreements totalling €1.5 billion with the European Investment Bank (EIB), Intesa Sanpaolo (IMI CIB Division) and SACE to support the development and construction of the Adriatic Link, the submarine electricity interconnection between Marche and Abruzzo. The operation is financially structured into three tranches, all of which are covered by SACE’s Archimede Guarantees for an amount exceeding 1 billion euros, as follows: a €750 million loan granted by the EIB with a 22-year maturity (from the date of disbursement); a €500 million credit facility provided by Intesa Sanpaolo with a 7-year maturity; and a further €250 million loan from Intesa Sanpaolo, funded by the EIB and also with a 7-year maturity, in support of the project.

Lastly, on 15 July, Terna successfully launched its first single-tranche European Green Bond, a fixed-rate issue with a nominal amount of €750 million. The issue, which received a very favourable market response with demand outstripping supply – at its peak – by almost 5 times the offered amount, is characterized by high quality and broad geographical diversification of investors, with significant participation from specialized ESG funds. The European Green Bond was issued under the new €4,000,000,000 EMTN Programme. The European Green Bond has a tenor of six years, with a maturity on 22 July 2031 and pays an annual coupon of 3%. The bond was issued at a price of 99.589%, with a spread of 70 basis points over the midswap rate. Settlement took place on 22 July 2025.

Sustainability and ESG

In the second quarter, Terna was once again included in the ESG indices Stoxx Global ESG Leaders, MIB ESG, FTSE4Good and Euronext Sustainable (formerly Vigeo). In addition, in June 2025, Terna ranked in the top 10 of the ESG Identity Corporate Index 2025 and was once again included in the World’s Most Sustainable Companies 2025 list published by TIME magazine.

OUTLOOK

In 2025, global economic growth is expected to be moderate, with some signs of a slowdown in the second half of the year in the world’s major economies. The economic growth is made even more uncertain by unresolved trade tensions which, exacerbated by the increasingly likely introduction of further protectionist measures, could generate new inflationary pressures. Geopolitical tensions may well persist or even worsen, with negative effects on global political and economic stability. 

In this environment, the Terna Group will continue to focus on delivering on the 2024-2028 Industrial Plan Update.

In detail, regarding Regulated Activities, the sharp acceleration in capital expenditure was confirmed with a view to achieving the European Fit-for-55 objectives, as set out in Italy’s 2024 Integrated National Energy and Climate Plan (NECP). These investments will allow the integration of renewable sources, the development of interconnections with foreign countries, the improvement of the security and resilience of the electricity system, and the digitalisation of the grid.

About the main investment projects underway, the progress of the Tyrrhenian Link should be noted, notably the completion of the submarine laying of the entire pole 1 in the East Section. With regard to the link between Sardinia, Corsica and mainland Italy (Sa.Co.I.3), work began on the landing points for the submarine cables in Sardinia and Tuscany and the executive design of the underground cables and converter substations got underway. As to the Adriatic Link project, the civil works ahead of the laying of the underground cable in the Marche region got underway, while the civil works for the terrestrial cables in Abruzzo were scheduled to start; in addition, work on the converter substations was planned to start during the second half of the year.

Concerning the main infrastructure of the National Transmission Grid, the Pantano-Priolo and the Foiano-Ginestra-Ariano power lines are scheduled for commissioning, together with the Foiano substation and a number of facilities to improve the flexibility of the system (reactors and stabilising resistors).

Work to complete the new electricity grid for the “Milan-Cortina 2026” Olympic and Paralympic Games will continue in the second half of the year, with the aim of increasing the reliability of energy supply in the locations hosting the event, with infrastructure having a reduced impact on the landscape. More specifically, the “Livigno-Premadio”, “Laion-Corvara” and “Moena-Campitello” links were scheduled to enter into service in 2025.

Finally, the Group will continue to make progress towards meeting the requirements resulting from the output-based regulatory mechanisms introduced by ARERA, regarding both reducing dispatching costs (Dispatching Services Market incentives (DSM), Resolution no. 554/2024/R/eel) and delivering additional interzonal transmission capacity (interzonal incentives, Resolution no. 55/2024/R/eel). The Group is committed to maintaining the performance levels achieved during the observation period.

With reference to Non-regulated Activities, the reorganisation process involving the subsidiaries of Terna Energy Solutions Srl has been carried out. This is a company of the Terna Group that manages activities in competitive markets. It has integrated diversified expertise along the entire energy value chain through its network of subsidiaries, setting out to act as a blueprint for businesses seeking strategic expertise in energy and digital transition.

As a result, the Terna Group will gain a stronger foothold in the various segments of the energy transition value chain: Altenia S.r.l. (previously known as LT S.r.l.), a system integrator with specialised and diversified expertise in the design, construction and maintenance of electrical and renewable energy plants; the Tamini Group, a leading transformer manufacturer; and the Brugg Cables Group, a company operating in the terrestrial cable sector. The latter two, which are also instrumental in the realisation of the Group’s investments, will develop high value-added activities for businesses, offering customers technological, innovative and digital solutions in the energy and industrial sectors and seizing growth opportunities by both strengthening market leadership and increasing production capacity.

The Group will also continue to develop the Connectivity business based on activities related to the fibre optic network.

With respect to International Activities, the Group will continue the process of enhancing the asset portfolio in the United States and Latin America, implementing all the actions that may be required to finalise the non-recurring transaction in Peru. In addition, monitoring of the foreign market will continue, with a special focus on the Balkan and Mediterranean areas, in order to gain insights into changes in the backdrop and context with reference to private and institutional interconnection lines.

In the second half of 2025, the Group will intensify its focus on improving operational efficiency and management of the transmission grid through the adoption of innovative technologies and the digitalisation of transmission grid assets, including through the implementation of IIoT (Industrial IoT) technologies. This will include, by way of example, implementation of the latest mobile network technologies, the upgrade of monitoring systems and the development of advanced predictive algorithms designed to optimise infrastructure maintenance and boost grid resilience.

Management of the Terna Group’s business will continue to be guided by a sustainable approach and respect for ESG principles, ensuring that it is able to minimise the environmental impact, involve local stakeholders and meet the need for integrity, responsibility and transparency.

In 2025, the Terna Group’s expects revenue at €4.03 billion, EBITDA at €2.70 billion and Group net profit at €1.08 billion. With specific reference to the Capex, the Group has targeted investments of approximately €3.4 billion in 2025. The above objectives will be pursued whilst maintaining a commitment to maximising the cash generation, necessary to ensure a sound and balanced financial structure.

BOND ISSUES AND BONDS NEARING MATURITY

The following bond issues took place in the first half of 2025:

• On 10 February, Terna launched a euro-denominated, fixed-rate, single-tranche green bond targeted at institutional investors. The bond, issued under Terna’s EMTN Programme, had a nominal amount of €750 million, a 7-year maturity, an annual coupon of 3.125%, and a spread of 90 basis points over the midswap rate.

In the period between 1 July 2025 and 31 December 2026, the following bonds will reach maturity:

• €500 million relating to a bond issued in July 2019, maturing on 25 July 2025
• €80 million relating to a fixed-rate bond in the form of a private placement issued in March 2016, maturing on 3 March 2026
• €500 million relating to a fixed-rate bond issued in April 2019, maturing on 10 April 2026

CORPORATE GOVERNANCE

Appointment by Co-optation of a New Director

At today’s meeting, the Board of Directors appointed Paolo Damilano as a non-executive and independent director by co-optation, following a recommendation from the Remuneration and Nominations Committee and with the approval of the Board of Statutory Auditors. The appointment follows the resignation of Enrico Tommaso Cucchiani, announced to the market on 28 May, due to new professional commitments. Mr Cucchiani had been elected by the General Meeting of shareholders on 9 May 2023 from the slate submitted by shareholder CDP Reti S.p.A.

With the appointment of Paolo Damilano, the Board of Directors of TERNA S.p.A. accepted the proposal submitted by shareholder CDP Reti S.p.A., which formally submitted the nomination for the Company’s independent evaluation in a letter dated 7 July 2025.

The newly appointed Director, who has accepted the position and will remain in office until the next Annual General Meeting, has declared that he meets the independence requirements set out in Articles 147-ter, paragraph 4, and 148, paragraph 3, of the Consolidated Law on Finance (CLF), as well as in Article 2, Recommendation No. 7 of the Corporate Governance Code, as adopted by the Company in the document “Criteria for Application and Procedure for Assessing Independence.” The Director also meets the independence and incompatibility requirements set out in Article 15.5 of the Company’s Articles of Association.

The Director’s profile is consistent with the diversity policies adopted by TERNA S.p.A.

To the best of the Company’s knowledge, the newly appointed Director Paolo Damilano does not hold any shares in TERNA S.p.A.

The curriculum vitae will be made available on the Company’s website at www.terna.it.

Appointment of the Chair of the Remuneration and Nominations Committee

At today’s meeting, the Board of Directors appointed Gian Luca Gregori, a non-executive and independent director, as Chair of the Remuneration and Nominations Committee, replacing Enrico Tommaso Cucchiani.

The newly appointed Chair, already a member of the Remuneration and Nominations Committee, has a strong professional background and significant experience in economic and financial matters.

ALTERNATIVE PERFORMANCE MEASURES

This release includes a number of “alternative performance measures” (EBITDA, EBIT, the tax rate and net debt) not required by IAS/IFRS. A description of these measures is provided below in accordance with the ESMA/2015/1415 guidelines of 5 October 2015:

– EBITDA (Gross Operating Profit): an indicator of operating performance, representing “Profit for the year” before “Income tax expense for the year”, “Net financial income/(expenses)” and “Amortisation, depreciation and impairment losses”;

– EBIT (Operating Profit): an indicator of operating performance, representing the sum of “Profit/(Loss) before tax” and “Net financial income/(expenses)”;

– Tax rate: the amount of tax paid as a proportion of pre-tax profit, based on the ratio of “Income tax expense” to “Profit/(Loss) before tax”;

– Net debt: an indicator of the financial structure, calculated by deducting “Cash and cash equivalents”, “Current financial assets” and “Non-current financial assets”, as they relate to the value of the derivatives hedging bond issues and bank borrowings, from short-term financial liabilities (“Short-term borrowings”, the “Current portion of long-term borrowings” and “Current financial liabilities”) and long-term financial liabilities (“Long-term borrowings”) and the related derivative instruments (“Non-current financial liabilities”). The net debt of the Terna Group complies with the requirements of ESMA Recommendation 32-382-1138 of 2021 with regard to the definition of net debt or funds.