Categorie
The notice of call of the Shareholders’ Meeting of INWIT S.p.A., scheduled to be held on 15 April 2025, and the related documents will be made available within the terms provided by law.
Notices
- Notice of shareholders’ meeting
- Excerpt from the notice of Shareholders’ meeting
- Publication of the Explanatory report of the Board of Directors on items 1, 2, 3, 4, 5, 6, 7 and 8 on the agenda
- New Publication of the Explanatory report of the Board of Directors on items 1, 2, 3, 4, 5, 6, 7 and 8 on the agenda
- Notice of Publication of Slates, Integrated Financial Statements and Documents for the Shareholders’ Meeting
- Notice filing minutes
Explanatory report and proposed resolution
- Explanatory report of the Board of Directors on items 9, 10 and 11 on the agenda
- Explanatory report of the Board of Directors on items 1, 2, 3, 4, 5, 6, 7 and 8 on the agenda
- New Explanatory report of the Board of Directors on items 1, 2, 3, 4, 5, 6, 7 and 8 on the agenda
Documentation
- Guidelines for shareholders
- Report on the Remuneration policy 2025 and compensation paid 2024
- Report on Corporate Governance and share ownership 2024
- Climate Transition Plan
- Integrated Financial Statement as at 31 December 2024 – PDF
Slates of candidates for the appointment of the Board of Directors
- Slate presented by Central Tower Holding Company B.V.
- Slate presented by Daphne 3 S.p.A.
- Slate presented by asset management companies and by Priviledge-Amber Event Europe and Amber Capital Investment Management ICAV – Amber Event Driven Fund
Questions submitted prior to the meeting
Findings
Minutes
Integration of the agenda and presentation of new proposed resolutions on the items on the agenda
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 the 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, 17 March 2025, alternatively
on paper to the following address:
INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10
00198 ROMA – ITALIA
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, at least 15 days before the date set for the Shareholders’ meeting; at the same time will be available the report prepared by requesting Shareholders.
Reference regulation
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 April 4, 2025 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 – Ref Shareholders’ Meeting Questions
Piazza Trento, 10
00198 ROMA – ITALIA
- 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 4 April 2025 (record date).
Questions submitted within 4 April 2025, which are in compliance with the above mentioned modalities and relevant to the items on the agenda, shall be answered and published on the Company website https://www.inwit.it/en/governance/shareholders-meeting/shareholders-meeting-april-15-2025/ by 11 April 2025.
The Company reserves the right to provide single answers to questions on the same subject.
Reference regulation
Personal attendance
The person entitled to participate in the Shareholders’ Meeting and to vote is the one for whom the reference intermediary transmits to the Company the appropriate communication attesting the entitlement as of 4 April 2025 (record date). Those who will result as shareholders of the Company only after that date will not be entitled to attend and vote at the Shareholders’ Meeting. Any transfer of shares after the record date has no effect for the purposes of entitlement to participate in the Shareholders’ Meeting. The notice to the issuer is made by the intermediary on the initiative of the person entitled to the right. Holders of voting rights are requested to give instructions to the intermediary who holds the relevant accounts, so that the aforementioned communication can be made to Inwit. Those entitled to attend are requested to exhibit, on the day of the meeting, the copy of the communication made to the Company that the intermediary, in accordance with current regulations, is required to make available to them.
Reference regulation
Article 2370 Civil Code; Article 83 -sexies Consolidated Law on Finance
Attendance e Voting by Proxy
Persons entitled to vote may appoint someone to represent them in the Shareholders’ Meeting by issuing a proxy in the forms and within the limits established by law.
The proxy forms currently envisaged are:
- analogical proxy, conferred via a paper document with an ink signature,
- electronic proxy, conferred via an electronic document with an electronic signature.
Normally a single representative is permitted for each account on which the shares, object of the communication for participation in the meeting, are registered.
The delegating shareholder is entitled to give instructions to the representative, to cancel the proxy she/he has conferred, to indicate one or more replacements, to attribute to the representative the faculty of appointing a third party replacement.
The proxy is conferred for the quantity of shares indicated in the proxy. In the absence of such indication or in the case of indication of a number of shares which is higher than the number indicated in the communication to the Company by the reference intermediaries, the proxy will be valid for the total number of shares with which the delegating shareholder participates at the meeting.
In the case of proxies which are reciprocally incompatible, the Company will make reference to the issue date when this is certain and, in the absence thereof, (i) in the case of notification/sending of the copy beforehand, in chronological order of receipt by the Company, starting from the most recent receipt; (ii) in the absence of notification/sending beforehand, in order of presentation of the representatives at the meeting.
Standard electronic proxy
In order for the Company to utilize the electronic document, the electronic proxy must contain an electronic signature and a specific time stamp in compliance with current Italian law, with a qualified electronic signature or digital signature according to the standard formats PAdEs (extension.pdf) o CAdEs (extension .p7m).
Notification or sending of copies of the proxy
Proxy votes – together with a copy of an ID document of the delegating shareholder – may be notified or sent in copy to the Company but must be received in one of the following ways:
- by post to:
INWIT S.p.A.
Legal &Corporate Affairs – Ref Proxies
Piazza Trento n. 10
00198 ROMA – ITALIA
- by e-mail to the following address assemblea@pec.inwit.it
Notification of the proxy is understood as the sending beforehand to the Company of the original proxy or equivalent document. The sending of the copy of the proxy is instead simple communication beforehand to the Company of a proxy, the original of which is at the representatives’ disposal and who, during the accreditation process at the shareholders’ meeting, will certify the compliance of the copy sent with the original.
The Company will accept as notification instruments:
- electronic proxies: transmission by PEC to the address assemblea@pec.inwit.it
- analogical proxies: sending via post.
For the sending in electronic form of copies of analogical proxies, a copy of the analogical document in image form in one of the following formats: .pdf, .jpg, .jpeg, .bmp, .tif is required.
Communications notifying the Company of proxies should not include any voting instructions given to the proxy-holder.
Rappresentante designato
Designed Representative
The Company has appointed Computershare S.p.A. as “Designed representative” in accordance with Article 135-undecies of the CLF.
The designed representative may be granted a written proxy, 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 designed 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 11 April 2025 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.
The designated representative will be available for clarification or information at the number +390246776818 or at the email address ufficiomi@computershare.it.
Electonic voting
Ordinary shareholders are also entitled to vote electronically, starting from 26 March 2025 and up to and including 14 April 2025, through the link that will be active from 26 March 2025.
Please remember that voting may only be exercised electronically by the same holder.
The appointment of the Board of Directors will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares representing at least 1% of the ordinary share capital.
Pursuant to article 13 of the Company’s by-laws, each shareholder may present a single slate and each candidate may be presented in a single slate, on penalty of ineligibility.
The slates must be presented by 21 March 2025 at the registered office or via the e‐mail address assemblea@pec.inwit.it with valid exhibition of the certificates proving entitlement to exercise this right by 25 March 2025.
Registration of increases or decreases in the number of shares held in the accounts of the presenting shareholder after the date of filing of the slate shall have no effect on their entitlement to the exercise of their right.
The following documents must be filed with each slate:
- for each candidate, (i) acceptance of candidacy, (ii) a declaration certifying the non-existence of causes of ineligibility and incompatibility, as well as the possible possession of the independence requirements provided for by Legislative Decree No. 58/1998 (the Consolidated Law on Finance) and/or the Corporate Governance Code, (iii) an exhaustive report on personal and professional characteristics with an indication of the administration and control positions held in other companies. Any changes that may occur up to the day of the Shareholders’ Meeting shall be promptly notified to the Company;
- by the shareholders submitting the slate, information on their identity, with an indication of their total shareholding.
Consob recommends that shareholders filing “a minority slate” file together with the slate itself a declaration certifying the absence of affiliation relations, also indirectly, as specified in art. 147-ter, section 3 of the Consolidated Law on Financial Intermediation and art. 144-quinquies of Consob Regulation n. 11971/1999.
Shareholders intending to formulate proposals the term of office or the remuneration to be assigned to the Board being elected or intending to present a slate are invited to contact the Company’s Legal & Corporate Affairs office in advance to define all the necessary details.
- Voting by proxy
- Voting by Designated Representative Proxy
- The procedure for electronically submitting the proxy to the Designated Representative, which will be active from 26 March 2025, is available at this link.