Shareholders' Meeting

Shareholders’
Meeting April 20,
2021

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 2021through 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).