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20/04/2021 Press Release

Ordinary Shareholders’ Meeting approves the Financial Statements for the year 2020

Milan, 20 April 2021 – The Shareholders’ Meeting of Infrastrutture Wireless S.p.A. met today, under the chairmanship of Emanuele Tournon, at the offices of Notary Marchetti in Milan. In accordance with the provisions of Decree-Law no. 18/2020, the participation of those entitled to vote and voting at the Shareholders’ Meeting took place exclusively through the Designated Representative appointed pursuant to article 135-undecies of Legislative Decree no. 58 of 24 February 1998 (CLF), identified as Studio Legale Trevisan & Associati, and the meeting was held remotely using telecommunications systems.

Financial statements and dividend distribution

The INWIT Shareholders’ Meeting approved the Company’s financial statements for 2020 which closed with a net profit of 156,666,767 euros.

The Shareholders’ Meeting also resolved to distribute a dividend for the financial year 2020 of 0.30 euros (gross of applicable legal withholdings) for each of the 960,200,000 ordinary shares outstanding as at the coupon date (except for the treasury shares in the portfolio of INWIT). The total dividend distributed on the basis of the shares outstanding was 288,060,000 euros.

The dividend will be paid from 26 May 2021 (with a coupon date of 24 May 2021, in accordance with the Borsa Italiana calendar) and record date (i.e. the date of entitlement to payment of the dividend itself pursuant to article 83-terdecies of the CLF) of 25 May 2021.

Report on the Remuneration Policy and Fees Paid

Pursuant to article 123-ter of the CLF, the Shareholders’ Meeting of INWIT approved the first section of the Report on Remuneration on the fees of directors and key managers, with reference to financial year 2021, and expressed its favourable opinion on the second section of the same Report, on remuneration for 2020.

The Report on Remuneration is available on the Company’s website at www.inwit.it, in the “Governance/Shareholders’ Meeting” section.

Appointment of the Board of Statutory Auditors

The INWIT Shareholders' Meeting appointed the Board of Statutory Auditors for the three-year period 2021-2023.

The new Board of Statutory Auditors, which will remain in office until approval of the financial statements as at 31 December 2023, is composed of three standing auditors and two alternate auditors.

On the basis of the two slates presented, the members of the Board of Statutory Auditors appointed by the INWIT Shareholders' Meeting are: Stefano Sarubbi, as Chairman of the Board of Statutory Auditors, taken from slate no. 2 presented by a group of asset management companies and institutional investors, Giuliano Foglia and Maria Teresa Bianchi, as standing auditors, taken from slate no. 1 presented jointly by the shareholders Daphne 3 S.p.A. and Central Tower Holding Company B.V., as well as by Michela Zeme and Roberto Cassader, as alternate auditors, taken from slate no. 1 and slate no. 2 respectively.

The INWIT Shareholders’ Meeting also determined the fees due to the Chairman of the Board of Statutory Auditors and to each Standing Auditor, resolved at the respective amounts of 75,000 euros gross per annum and 55,000 euros gross per annum as a basic fee and 5,000 euros gross per annum as an additional fee for the person, among the Standing Auditors, appointed as member of the Company’s Supervisory Body pursuant to Legislative Decree no. 231/01, in addition to the reimbursement of expenses incurred.  

The female gender represented on the Board of Statutory Auditors is in line with current legislation. 

On the basis of the information available to the Company, as of today, none of the Statutory Auditors holds INWIT shares.

The candidate slates and curricula vitae of the Statutory Auditors can be consulted on the INWIT’s website at www.inwit.it in the Governance/Shareholders' Meeting section.

Appointment of two Directors

The INWIT Shareholders' Meeting appointed  the directors Rosario Mazza and Giovanna Bellezza (already appointed by co-optation, at the Board of Directors’ meeting of 2 October 2020) until the approval of the financial statements as at 31 December 2022, attributing them the same fee as each non-executive director, in compliance with the total amount resolved by the Shareholders' Meeting on 20 March 2020.

On the basis of the information available to the Company, as of today, none of the newly appointed Directors holds INWIT shares.

The curricula vitae of the newly appointed Directors can be consulted on the INWIT’s website at www.inwit.it in the Governance/Company Bodies section.

Supplementation of the independent auditor’s fees

At the proposal of the Board of Statutory Auditors pursuant to art. 13, subsection 1 of Legislative Decree no. 39/2010, the INWIT Shareholders’ Meeting approved the supplement of the fee relative to the external audit by PricewaterhouseCoopers S.p.A. resulting from the significant increase in auditing activities following the acquisition and merger by incorporation of Vodafone Towers S.r.l. which took effect on 31 March 2021.

Despite the pandemic, 2020 was a positive year for INWIT and in line with the objectives set, during which we completed a deep-rooted company transformation - emphasised the Chief Executive Officer, Giovanni Ferigo. -  The current year will certainly be challenging and characterized by the priority of getting the Country back on its feet. Digital transformation is a fundamental pillar for relaunching the economy and, thanks to our role as an infrastructure enabler, we are ready to seize market opportunities. INWIT intends to play a leading role in getting the economy back on its feet and make its contribution to help operators, for 5G and digitization of the country. We have begun to implement our 2021-2023 Business Plan in this regard, and INWIT's growth strategy will continue based on satisfying our customers and integrating sustainability into the business.

Pursuant to and for the purposes of art. 154-bis, subsection 2, of the CLF, the Executive Responsible for preparing the corporate accounting documents, Diego Galli, declares that the accounting information contained in this press release corresponds to the documentary records and accounting registers and entries.

A summarised report on the voting and the minutes of the aforementioned Shareholders' Meeting will be made available within the terms required by the applicable laws and regulations.