Categorie
The Ordinary Shareholder’s Meeting called for April 6, 2022 will be held without physical attendance by shareholders, as foreseen by the extraordinary measures taken by the Italian Government (Law Decree no 18/2020 converted with amendments by Law no 27/2020, as extended by Law Decree no 228/2021).
As a result, the only person allowed to attend the meeting will be Computershare S.p.A., which will act as the appointed representative of INWIT (“Appointed Representative”).
According to Italian law, any shareholder can give her/his/its proxy free of charge to the Appointed Representative, according to article 135-undecies of Legislative Decree no. 58/1998 (CLF). As an alternative, the Appointed Representative will be allowed to receive proxies or sub-proxies according to the ordinary procedures.
In addition, please consider that the right to vote can be exercised also electronically through this link that will be available from March 23, 2022.
Notices
- Notice of Shareholders’ meeting
- Extract from the notice of Shareholders’ meeting
- Notice filing Annual Financial Report 2021 and documentation for the Shareholders’ meeting of April 6, 2022
- Notice payment of dividend and minute of Shareholders’ meeting
Explanatory report and proposed resolution
- Explanatory Report by Board of Directors on the items on the agenda
- Annual Financial Report 2021 in XHTML format
- Annual Financial Report 2021 in PDF format
- Board of Statutory Auditors’ Report on individual financial statements at December 31, 2021
- Independent Auditor Report PricewaterhouseCoopers S.p.A. on individual financial statements at December 31, 2021
- Integrated Report 2021 – Non financial statement
- Report on the remuneration policy 2022 and compensation paid 2021
- Report on corporate governance and share ownership 2021
- Reasoned proposal of the Board of Statutory Auditors on the supplementation of the Independent Auditor’s fees
Questions submitted prior to the meeting
Findings
Minutes
Integration of the agenda and presentation of new proposed resolutions
Shareholders who individually or jointly represent at least 2.5% of the ordinary share capital, having demonstrated their entitlement in the manner required by the applicable regulations, may request the integration of the items on the agenda, specifying the additional items they propose, or new proposed resolutions on items already on the agenda.
The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders’ meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, paragraph 1 of the CLF.
The request and report giving the reason for the request, together with a copy of an identity document and a certificate attesting the ownership of the share from an authorized intermediary in accordance with current regulations, must be received within 10 days of the publication of the notice (14 March 2022), alternatively
on paper to the following address:
INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10
00198 ROMA – ITALY
or by email to the following address assemblea@pec.inwit.it
The Company shall give notice of the integrations of the agenda and of the new proposed resolutions, in the same manner as required for the publication of the call notice, by 22 March 2022; contextually will be available the report prepared by requesting Shareholders.
Reference regulation
Presentation of individuals proposals for resolutions on agenda
Given that this Meeting may only be attended through the designated representative and that no proposals may be presented during the proceedings, with reference to this meeting all shareholders entitled to exercise this right in the manner laid down by the applicable regulations shall be able to submit individual proposals for resolutions on items on the agenda.
The request, together with a copy of an identity document and a certificate attesting the ownership of the share from an authorized intermediary in accordance with current regulations, must be received within 10 days of the publication of the notice (14 March 2022), alternatively
on paper to the following address:
INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10
00198 ROMA – ITALY
or by email to the following address assemblea@pec.inwit.it
It is recommended that proposals be formulated in a clear and complete manner, preferably accompanied by a report stating the reasons for the proposal.
After checking the proposals’ relevance to the agenda, as well as their completeness and compliance with the applicable regulations, the Company shall publish all of the proposals received (and any accompanying explanatory reports) on the Company website at www.inwit.it/governance/assemblea-azionisti by 22 March 2022.
Integration of the agenda and presentation of new proposed resolutions
Shareholders who individually or jointly represent at least 2.5% of the ordinary share capital, having demonstrated their entitlement in the manner required by the applicable regulations, may request the integration of the items on the agenda, specifying the additional items they propose, or new proposed resolutions on items already on the agenda.
The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders’ meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, paragraph 1 of the CLF.
The request and report giving the reason for the request, together with a copy of an identity document and a certificate attesting the ownership of the share from an authorized intermediary in accordance with current regulations, must be received within 10 days of the publication of the notice (14 March 2022), alternatively
on paper to the following address:
INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10
00198 ROMA – ITALY
or by email to the following address assemblea@pec.inwit.it
The Company shall give notice of the integrations of the agenda and of the new proposed resolutions, in the same manner as required for the publication of the call notice, by 22 March 2022; contextually will be available the report prepared by requesting Shareholders.
Reference regulation
Presentation of individuals proposals for resolutions on agenda
Given that this Meeting may only be attended through the designated representative and that no proposals may be presented during the proceedings, with reference to this meeting all shareholders entitled to exercise this right in the manner laid down by the applicable regulations shall be able to submit individual proposals for resolutions on items on the agenda.
The request, together with a copy of an identity document and a certificate attesting the ownership of the share from an authorized intermediary in accordance with current regulations, must be received within 10 days of the publication of the notice (14 March 2022), alternatively
on paper to the following address:
INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10
00198 ROMA – ITALY
or by email to the following address assemblea@pec.inwit.it
It is recommended that proposals be formulated in a clear and complete manner, preferably accompanied by a report stating the reasons for the proposal.
After checking the proposals’ relevance to the agenda, as well as their completeness and compliance with the applicable regulations, the Company shall publish all of the proposals received (and any accompanying explanatory reports) on the Company website at www.inwit.it/governance/assemblea-azionisti by 22 March 2022.
Questions on the items on the agenda
Persons entitled to vote, having demonstrated their entitlement in the forms prescribed by the applicable regulations, may ask questions on the items on the agenda within 28 March 2022 by sending them to the Company, together with a copy of an identity document and a certificate attesting the ownership of the share from an authorized intermediary in accordance with current regulations, alternatively
on paper to the following address:
INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10
00198 ROMA – ITALY
or by e-mail to the address: assemblea@pec.inwit.it
Only all those who are entitled to vote pursuant to Article 127-ter of the CLF may submit questions: their entitlement is established by a notice from an authorized intermediary in accordance with current regulations that attests ownership of shares at 28 March 2022 (record date).
Questions submitted as above which are relevant to the items on the agenda, shall be answered and published on the Company website https://www.inwit.it/en/governance/shareholders-meeting/, by 4 April 2022.
The Company reserves the right to provide single answers to questions on the same subject.
Reference regulation
Pursuant to Decree Law no 18/2020, the attendance of the shareholders’ meeting by all those entitled to vote, without prejudice to all other remote voting methods specified herein, and voting at the shareholders’ meeting, shall take place exclusively through the Appointed Representative, in accordance with Article 135-undecies of the CLF, identified as Computershare S.p.A..
Electronic Voting
Ordinary shareholders are also entitled to vote electronically, starting from 23 March 2022 and up to and including 5 April 2022, through this link will be available from 23 March 2022.
Voting electronically can only be exercised by persons who are holders of such right.
Proxy pursuant to Article 135-undecies of the CFL
The Appointed Representative may be granted a written proxy pursuant to Article 135-undecies of the CLF, at no cost for the delegating party (except for any postage costs), providing voting instructions on all or some of the proposals on the agenda.
The proxy to the Appointed Representative pursuant to Article 135-undecies of the CLF is granted by completing and signing the specific designed representative proxy form, also electronic, available on the Company web site https://www.inwit.it/en/governance/shareholders-meeting/ in the section “Proxy forms” where the link to a procedure for the electronic transmission of the delegation is indicated.
The proxy form with the voting instructions must be sent following the instructions on the form itself by the end of the second open market day preceding the Shareholders’ Meeting, that is by 4 April 2022 and within the same period the proxy can be revoked.
It should be noted that the proxy shall not have effect for those proposals for which voting instructions have not been given.
Proxy pursuant to Article 135-novies of the CFL
The Appointed Representative may be granted proxies and/or sub-proxies pursuant to Article 135-novies of the CLF, with voting instructions on all or some of the proposals on the agenda following the instructions on the form itself available on the Company web site https://www.inwit.it/en/governance/shareholders-meeting/ in the section “Proxy forms”.
Proxies may be granted by 5 April 2022 and within the same period the proxy and/or subproxies can be revoked.
The designated representative will be available for clarification or information at the freephone number +390246776814 and at the email address ufficiomi@computershare.it