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The Shareholders’ Meeting called for 30 April 2026 will be held without the physical attendance of shareholders, as provided for by Decree-Law No. 18/2020, most recently extended by Decree-Law No. 200 of 31 December 2025, converted into Law No. 26 of 27 February 2026.
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” – Consolidated Law on Finance). 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 17 April 2026.
In this section you will find the documents and information related to the Shareholders’ Meeting of INWIT S.p.A. of 30 April 2026.
Notices
Explanatory reports and proposed resolutions
Documentation
- Information Document on the 2026–2030 LTI Plan
- Integrated Financial Statement as at 31 December 2025 – PDF
- Report of the Board of Statutory Auditors pursuant to Article 153 of Legislative Decree 58/1998 and to Article 2439, paragraph 2 of the Italian Civil Code
- Reports of the External Auditor KPMG S.p.A.
- Report on the Remuneration policy 2026 and compensation paid 2025
- Report on Corporate Governance and share ownership 2025
Questions submitted prior to the meeting
Findings
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 and who are entitled to exercise such right in accordance with applicable regulations, may request the integration of the items on the agenda, specifying the additional items proposed by them, or may submit new draft resolutions on items already on the agenda.
No additions to the agenda shall be permitted for matters on which the Shareholders’ Meeting is required by law to resolve upon proposal of the Directors or on the basis of a draft plan or report prepared by them, other than those referred to in art. 125-ter, subsection 1 of the CLF.
The request and report setting out the reasons for the request, together with a copy of an identity document and the communication certifying ownership of the shareholding issued by an authorized intermediary pursuant to applicable laws, must be received within 10 days of the publication of the notice (April 10, 2026), 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; contextually the report prepared by requesting Shareholders will be made available.
Reference regulation
Presentation of individual proposals for resolutions on items on the agenda
In consideration of the circumstance that attendance at this Shareholders’ Meeting is permitted exclusively through the Designated Representative and that no proposals may be submitted during the Meeting, all shareholders who are entitled to exercise such right in accordance with applicable regulations are allowed, with reference to this Meeting, to submit individual draft 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 authorized intermediary pursuant to applicable regulations, must be received at least 15 days prior to the date of the Shareholders’ Meeting (April 15, 2026), alternatively
- on paper to the following 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
Shareholders are recommended to formulate their proposals in a clear and complete manner, preferably accompanied by a report setting out the reasons thereof.
Subject to verification of the relevance of the proposals to the items on the agenda, as well as their completeness and compliance with applicable regulations, the Company will disclose all the proposals received (together with any accompanying explanatory reports) by 17 April 2026 by publication on the Company’s website at https://www.inwit.it/en/about-us/governance/shareholders-meeting/.
Questions on the items on the agenda
Persons entitled to vote, duly authorized in accordance with applicable regulations, may submit questions on the items on the agenda prior to the Shareholders’ Meeting, by ensuring that they are received by the Company by April 21, 2026, together with a copy of an identity document and the relevant communication issued by an authorized intermediary pursuant to applicable law, certifying entitlement to exercise the voting right, alternatively
- on paper to the following 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
The right to submit questions is reserved to those entitled to vote pursuant to Article 127-ter of the CLF; their entitlement is proved by a communication issued by an authorized intermediary pursuant to applicable law, certifying ownership of shares as at April 21, 2026 (record date).
Questions submitted by April 21, 2026, in compliance with the procedures set out above and relating to the items on the agenda, shall be answered and published on the Company website at https://www.inwit.it/en/about-us/governance/shareholders-meeting/, by April 28, 2026.
The Company reserves the right to provide single answers to questions on the same subject.
Reference regulation
Article 127-ter Consolidated Law on Finance
Pursuant to Decree-Law No. 200 of 31 December 2025, containing urgent provisions on regulatory deadlines (the so-called “Milleproroghe 2026” Decree), attendance at the Shareholders’ Meeting by those entitled to vote, without prejudice to the other methods of remote voting specified below, and the exercise of voting at the Shareholders’ Meeting shall take place exclusively through the Designated Representative appointed pursuant to Article 135-undecies TUF, identified as Computershare S.p.A.
Granting of proxies and sub-proxies to the Designated Representative
Persons entitled to vote may appoint someone to represent them in the Shareholders’ Meeting by granting 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 (“TUF”), free of charge to the delegating party (except for any shipping costs), with voting instructions on all or some of the proposals on the agenda.
Proxies and sub-proxies may also be granted to the Designated Representative pursuant to Article 135-novies of the TUF.
The proxy or sub-proxy to the Designated Representative must be granted by completing and signing the specific proxy or sub-proxy form, also electronically, available on the Company’s website at https://www.inwit.it/en/about-us/governance/shareholders-meeting/ under the “proxy forms” section, where a link to a procedure for electronically submitting the proxy is provided.
The proxy or sub-proxy form with the voting instructions must be submitted following the instructions on the form itself by the end of the second open market day prior to the Shareholders’ Meeting, i.e. by 28 April 2026 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.
In the same manner, those entitled may revoke, within the same deadline, the proxy/sub-proxy and the voting instructions granted.
The Designated Representative will be available for clarification or information at the following phone numbers: +390246776814 and +390246776818, or at the following e-mail address: ufficiomi@computershare.it.
Electronic voting
The holder of the voting right may also exercise the vote electronically, from 17 April 2026 and until the end of 29 April 2026, via the link that will be active from 17 April 2026.
Please note that voting may only be exercised electronically exclusively by the same holder.
The procedure for electronically submitting the proxy to the Designated Representative, which will be active from 17 April 2026, is available at this link.