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Shareholders’ Meeting April 23, 2024

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The Shareholders’ Meeting called for 23 April 2024 will be held without the physical attendance of shareholders, as provided for by Decree-Law No. 18/2020 converted with amendments by Law No. 27/2020, last extended by Decree-Law No. 215 of 30 December 2023, converted into Law No. 18 of 23 February 2024.

Only Computershare S.p.A., in its capacity as Designated Representative of INWIT (“Designated Representative”) may attend the meeting.

Pursuant to Italian law, each holder of voting rights may grant his proxy to the Designed Representative in accordance with article 135-undecies of Legislative Decree 58/98 (TUF). In addition, the Designed Representative may receive proxies or sub-proxies in accordance with ordinary regulations.

Please also note that the right to vote may also be exercised electronically through this link, which will be active as of 8 April 2024.

In this section you will find the documents and information related to the Shareholders’ Meeting of INWIT S.p.A. of 23 April 2024.

Download information on the processing of personal data

Notices

Explanatory reports and proposed resolutions

Documentation

Slates of candidates for the appointment of the Board of Statutory Auditors

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 (March 24, 2024), 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, at least 15 days before the date set for the Shareholders’ meeting; contextually will be available the report prepared by requesting Shareholders.

 

Reference regulation

Article 126-bis Consolidated Law on Finance

 

Presentation of individual proposals for resolutions on items on the agenda

In consideration of the circumstance that participation in this Shareholders’ Meeting is allowed exclusively through the Designated Representative and the presentation of proposals during the proceedings is not permitted, with reference to this meeting, all shareholders who are entitled to exercise this right in the forms provided for by the applicable regulations are allowed to submit individual proposals for resolutions on the items on the agenda.

The request, together with a copy of an identity document and the communication certifying ownership of the shareholding issued by an authorised intermediary pursuant to applicable regulations, must be received within 10 days of the publication of the notice of call (24 March 2024), alternatively

on paper to the address:

INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10
00198 ROMA – ITALIA

or by e-mail to the address assemblea@pec.inwit.it

It is recommended that proposals be formulated in a clear and complete manner, hopefully accompanied by a report stating the reasons for the proposal.

After verifying the relevance of the proposals with respect to the agenda, as well as their completeness and compliance with the applicable regulations, the Company will make all the proposals received (and any accompanying explanatory reports) known by 8 April 2024 through publication on the Company’s website at https://www.inwit.it/en/governance/shareholders-meeting/.

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 April 12, 2024 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 April 12, 2024 (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 April 19, 2024.

The Company reserves the right to provide single answers to questions on the same subject.

Reference regulation

Article 127-ter Consolidated Law on Finance

Personal attendance

Pursuant to Decree-Law No. 215 of 30 December 2023, containing urgent provisions on regulatory deadlines (the so-called Decreto Milleproroghe), the participation in the Shareholders’ Meeting of those entitled to vote, without prejudice to the other methods of remote voting specified below, and voting at the Shareholders’ Meeting will be carried out exclusively through the designated representative appointed pursuant to Article 135-undecies TUF, identified in Computershare S.p.A.

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.

Proxy pursuant to Article 135-undecies Consolidated Law on Finance

The Designated Representative may be granted written proxy pursuant to Article 135-undecies of the Consolidated Law on Finance, at no cost for the delegating party (except for any shipping costs), with 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 Consolidated Law on Finance must be conferred by completing and signing the specific proxy form, also electronically, available on the Company’s website at https://www.inwit.it/en/governance/shareholders-meeting in the “proxy forms” section, where a link to a procedure for electronically submitting the proxy itself is provided.

The proxy form with the voting instructions must be submitted following the instructions on the form itself by the end of the second trading day prior to the Shareholders’ Meeting, i.e. by 19 April 2024 and within the same deadline the proxy may be revoked.

Please note that the proxy shall have no effect with regard to proposals for which no voting instructions have been given.

Proxy pursuant to Article 135-novies Consolidated Law on Finance

The Designated Representative may be granted proxies and/or sub-proxies pursuant to Article 135-novies of the Consolidated Law on Finance, with voting instructions on all or some of the proposals on the agenda by following the instructions indicated in the form available on the Company’s website at https://www.inwit.it/en/governance/shareholders-meeting in the “proxy forms” section.

Proxies may be granted until 22 April 2024.

In the same manner, those entitled may revoke, within the same deadline, the proxy/sub-delegation and the voting instructions conferred.

The Designated Representative will be available for clarification or information on +390246776814 and +390246776818 or at the e-mail address ufficiomi@computershare.it.

Electronic voting

The right holder may also exercise his vote electronically, as of 8 April 2024 and until the end of 22 April 2024, via the link active as of 8 April 2024.

Please note that voting may only be exercised electronically by the same holder.

The appointment will be made on the basis of slates submitted by shareholders who, jointly or separately, hold shares representing at least 1% of the share capital in accordance with CONSOB Resolution No. 92 of 31 January 2024.

Pursuant to Art. 22.4 of the Bylaws, each shareholder may submit or contribute to the submission of only one list, and each candidate may only appear on one slate under penalty of ineligibility.

The slates must be submitted by 29 March 2024 by sending them to the e-mail address assemblea@pec.inwit.it.

The slates filed must be accompanied by:

  • by information on the identity of the Shareholders that submitted the slates, with an indication of the overall percentage of shareholding held, proven by appropriate documentation issued by an intermediary authorised pursuant to law;
  • by a declaration of the Shareholders who presented the list and other than those who hold, even jointly, a controlling or relative majority stake, certifying the absence or presence of relations of connection with the latter, with reference to the provisions of Article 144-quinquies of the Issuers’ Regulations, also taking into account the recommendations formulated by CONSOB in Communication no. DEM/9017893 of 26 February 2009;
  • acceptance of the candidacy and a curriculum vitae detailing the personal and professional characteristics and including the slate of directorships and auditing positions held by each candidate in other companies, as well as the declarations with which the individual candidates accept the candidacy and certify, under their own responsibility, the non-existence of causes of ineligibility and incompatibility, as well as the existence of the regulatory and statutory requirements for the office.

 

Any slate for which the aforementioned provisions are not observed shall be deemed as not having been submitted.

The duly submitted slates will be made public on the “1INFO” storage mechanism (www.1info.it), as well as on the Company’s website at www.inwit.it/governance/assemblea-azionisti and at the registered office no later than 2 April 2024.

Reference legislation

Articles 148 and 148-bis of the Consolidated Law on Finance.

Articles 144-quinquies, 144-sexies, 144-octies, 144-novies, 144-undecies and 144-terdecies Consob Issuers’ Regulations

Art. 22 Bylaws

– The procedure for electronically submitting the proxy to the Designated Representative, active from 8 April 2024, is available at this link.