Shareholders’ Meeting April 18, 2023

Personal attendance

Pursuant to law, persons for whom the intermediary of reference has transmitted to the Company the specific communication attesting that they are entitled to do so on April 5, 2023 (the record date) are entitled to speak in and vote at the Shareholders’ Meeting. Persons who only acquired ownership of shares after this date will not be entitled to attend the Meeting and vote. Any transfer of shares after the record date shall have no effect on the right of the shareholder to participate in the shareholders’ meeting. The intermediary of the person who holds this right is responsible for informing the Company. Those persons entitled to attend are asked to instruct their intermediary to transmit the aforementioned communication to Inwit.

The entitled persons are invited to exhibit their copy of the communication to the Company that the intermediary is required to make available to them on the day of the meeting.

Reference regulation

Article 2370 civil code; Article 83 sexies CLF  

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.

Voting by Proxy

General information

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
Piazza Trento n. 10
00161-ROME
ITALY

• 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: upload via the reserved area accessible from this website;
• 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.

Designated Representative

The Company has appointed Computershare S.p.A. as “Designated representative” in accordance with Article 135-undecies of the CLF.

The Designated 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 Designated 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 April 14, 2023 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 freephone number +390246776814 and at the email address ufficiomi@computershare.it

Electronic Voting

Ordinary shareholders are also entitled to vote electronically, starting from March 29, 2023 and up to and including April 17, 2023, through the ad-hoc link will be available from March 29, 2023.

Voting electronically can only be exercised by persons who are holders of such right.