INWIT: calling of the Shareholders’ meeting and change to Board Committees
Milan, 9 August 2022 – The Board of Directors of Infrastrutture Wireless Italiane S.p.A. (“INWIT”) which met today, chaired by Emanuele Touron, acknowledged the resignation of 5 directors on 3 August 2022, effective as of 4 August 2022, closing date of the agreement for the sale of shares in Daphne 3 S.p.A. signed on 14 April 2022 between TIM S.p.A. and a consortium of investors led by ARDIAN (“Transaction”), as communicated to the market at the time. Consequently, taking into account that pursuant to article 13.18 of the Company Bylaws, the entire Management body is understood as having resigned, with effect from the date of its recomposition by resolution of the board, the Board of Directors, pursuant to law and the Bylaws, has called the Shareholders’ Meeting, inter alia, to appoint the new Management.
Furthermore, in the light of the governance position resulting from the completion of the Transaction, the Board of Directors has ascertained that the director Rosario Mazza no longer meets the requirements of independence, and has redefined the composition of the Board committees as follows:
- appointed the Director Secondina Giulia Ravera as member of the Nomination and Remuneration Committee, nominating the Director Laura Cavatorta as Chairman, already a member of the same;
- appointed the Director Francesco Valsecchi as member of the Related Party Committee. The composition of the board committees can be consulted on the website https://www.inwit.it/en/governance/governing-bodies/committees/.
The Ordinary and Extraordinary Shareholders’ Meetings are called to meet at 3.00 p.m. on 4 October 2022, in a single call, at the “Copernico Milano Centrale” conference centre in Via Copernico, 38, 20125 Milan.
In addition to the appointment of the new Board of Directors – the Board resolved to submit to the Shareholders, at the ordinary session, the amendment to the first section of the Report on the Remuneration Policy 2022 and the remuneration paid and, at the extraordinary session, the amendment of the Company Bylaws, in order to provide for the possibility of holding the Shareholders’ Meeting remotely by means of audio-video conference systems only.
The call notice of the Ordinary and Extraordinary Shareholders’ Meetings and all related documents shall be made available to the public – within the terms of the law – on the Company website (https://www.inwit.it/it/governance/assemblea-azionisti/), on the authorised storage platform “1INFO” (www.1Info.it) and, in extracts, in the newspaper Il Sole24Ore.