Categorie
The Ordinary Shareholder’s Meeting called for April 20, 2021 will be held without physical attendance by shareholders, as foreseen by the extraordinary measures taken by the Italian Government (Law Decree no 18/2020).
As a result, the only person allowed to attend the meeting will be the representative of Trevisan & Associati Law Firm, which will act as the designed representative of INWIT. According to Italian law, any shareholder can give her/his/its proxy free of charge to the designed representative, according to the terms and conditions as defined by applicable rules (Legislative Decree no. 58/1998, as amended, and Consob Regulation no. 11971/1999, as amended).
As an alternative, the designed representative (Trevisan & Associati Law Firm) 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 the ad-hoc link from March 31, 2021.
Notice
- Notice of Shareholders’ meeting
- Extract from the notice of Shareholders’ meeting
- Notice filing Annual Report 2020 and documentation for the Shareholders’ meeting of 20 April 2021
- Notice filing of slates for the renewal of the Board of Statutory Auditors
- Notice to shareholders
Explanatory report and proposed resolution
- Explanatory Report by Board of Directors on the appointment of the Board of Statutory Auditors
- Explanatory Reports by Board of Directors on the other items on agenda
- Full Year 2020 Financial Report
- Integrated Report 2020
- Report on corporate governance 2020
- Report on the policy regarding remuneration and fees paid
Slates of candidates for the appointment of the Board of Statutory Auditors
- Slate of candidates presented by Daphne 3 S.p.A. and Central Tower Holding Company B.V.
- Slate of candidates presented by asset management companies and international investors
Questions submitted prior to the meeting
Findings
Minutes
Additions to the meeting agenda
Shareholders which altogether represent at least 2.5% of the ordinary share capital, having demonstrated their entitlement in the manner required by the applicable regulations, may request additions to the agenda.
This is not permitted for matters on which the Shareholders’ Meeting is required by law to pass resolution based on Directors’ proposals or based on a plan or report other than those specified in Article 125-ter(1) of the CLF.
The request for additions and report illustrating its rationale, together with a copy of an identity document of the requesting party, must be received within 10 days of the publication of the notice (i.e. no later than 21 March 2021), 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
accompanied by notice certifying the ownership of the participation share from an authorized intermediary in accordance with current regulations.
After verifying the legitimacy of the exercise of the right, the Company shall give notice of the additions to the agenda, in the same manner as required for the publication of the call notice, by 5 April 2021.
Reference regulation
Presentation of individuals proposals for resolution on agenda items
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 resolution on agenda items, by sending them before 21 March 2021 (together with a copy of an identity document), 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/en/governance/assemblea-azionisti by 5 April 2021.
Reference regulation
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 topics on the agenda within 9 April 2021 by sending them to the Company, accompanied by an identity document 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 Consolidated Finance Law 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 9 April 2021 (record date).
Questions submitted as above which are relevant to the items on the agenda, shall be answered and published on the Company website www.inwit.it/en/governance/assemblea-azionisti, by 16 April 2021. 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 designated representative designed in accordance with Article 135-undecies of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance “CLF”), identified as the Trevisan & Associati law firm.
Electronic Voting
Ordinary shareholders are also entitled to vote electronically, starting from 31 March 2021 and up to and including 19 April 2021, through this ad-hoc link (available from 31 March 2021).
Voting electronically can only be exercised by persons who are holders of the such right.
Attendance through the Designated Representative
Shareholders may participate in the meeting exclusively via the designed representative, in compliance with art.135-undecies of the Consolidated Financial Law (CFL), Trevisan & Associati Law Firm, Milan.
Proxy pursuant to Article 135-undecies of the CFL
The designed 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 designed representative pursuant to Article 135-undecies of the CLF is granted by completing and signing the specific designed representative Proxy Form, which shall be available from 31 March 2021 in a printable and/or editable version, in the section of the website www.inwit.it/en/governance/assemblea-azionisti.
The original copy of the designed representative Proxy Form, duly completed, with the respective written voting instructions, shall be accompanied by a copy of an identity document of the delegating party (or of the legal representative or proxy holder with appropriate powers, along with documentation certifying their status or powers), to be received by 11:59 pm on 16 April 2021
– for proxies with a handwritten signature, to the following address:
Studio Legale Trevisan & Associati
Viale Majno, 45
20122 MILAN – ITALY
– for proxies with a qualified electronic or digital signature, by certified email to: rappresentante-designato@pec.it.
The proxy and voting instructions may be revoked by the same date and following the same procedure. 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 designed representative may be granted proxies and/or sub-delegations pursuant to Article 135-novies of the CFL, with voting instructions on all or some of the proposals on the agenda.
Without prejudice to the generic proxy model pursuant to Article 135-novies of the CFL (immediately available), the designed representative has reserved the right to make specific proxy and sub-delegation models available for this Shareholders’ Meeting, following the publication of the slates for the renewal of the Board of Statutory Auditors (i.e. as of 31 March 2021). These models shall be published in a printable and/or editable version in the relevant section of the website: www.inwit.it/en/governance/assemblea-azionisti.
The proxies pursuant to Article 135-novies of the CLF, accompanied by a copy of an identity document of the delegating party (or of the legal representative or proxy holder with appropriate powers, along with documentation certifying their qualification or powers), must be delivered, by 12:00 am on 19 April 2021, alternatively:
– to Studio Legale Trevisan & Associati, by post at the following address:
Studio Legale Trevisan & Associati
Viale Majno, 45
20122 MILAN – ITALY
or electronically, by certified email: rappresentante-designato@pec.it or email: rappresentante-designato@trevisanlaw.it, or
– to the Company by post, at the following address:
INWIT S.p.A.
Legal & Corporate Affairs – Rif. Proxy
Piazza Trento, 10
00198 ROMA – ITALY
or electronically, by email: assemblea@pec.inwit.it.
As of 31 March 2021, the designated representative will be available for clarification or information at the above addresses and/or at the freephone number: 800 134 679 (on business days and working hours).
The appointment 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 in accordance with the CONSOB decision n. 44 of 29 January 2021.
Pursuant to article 22.4 of the Company’s Bylaws, each shareholder may present a single slate, alone or jointly with others, and each candidate may be presented in a single slate, on penalty of ineligibility.
Slates must be submitted by 26 March 2021 by email to assemblea@pec.inwit.it.
The slates filed must be accompanied by:
(i) information on the identity of the Shareholders who submitted the slates, indicating their total shareholdings demonstrated by appropriate documentation issued by a qualified intermediary in accordance with the law;
(ii) a statement by the Shareholders who submitted the slate other than those who hold, even jointly, a controlling or relative majority stake, attesting to the absence or existence of any connecting relations therewith, with reference to the provisions of art. 144-quinquies of the Issuers’ Regulation, also taking into account the recommendations made by CONSOB in Notice no. DEM/9017893 of 26 February 2009;
(iii) acceptance of the candidacy and a curriculum vitae setting out their personal and professional characteristics and including a list of the administration and control appointments held by each candidate in other companies as well as statements in which the individual candidates accept the candidacy and confirm, under their own responsibility, that no causes of ineligibility or incompatibility exist, and that they possess the requirements for the office laid down by law and the Bylaws.
Slates for which the provisions above have not been observed shall be considered as not having been presented.
Duly submitted slates shall be made public on the “1INFO” storage platform (www.1info.it), as well as on the Company website at www.inwit.it/en/governance/assemblea-azionisti.