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4 October 2022
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 Financial

INWIT: shareholders’ meeting appoints new Board of Directors and approves amendments to the bylaws

Milan, 4 October 2022 – The ordinary Shareholders’ Meeting of Infrastrutture Wireless Italiane S.p.A. (INWIT), which met today in Milan chaired by Emanuele Tournon, has appointed the Board of Directors of INWIT.

In accordance with the Bylaws, 11 Directors were elected, and of them:

  • 4 Directors were drawn from the qualified slate submitted by the shareholder Central Tower Holding Company B.V. owner of 318,533,335 ordinary shares amounting to 33.173% of the share capital – which received 33,20 % of the votes of the Company’s capital with voting rights equal to 36,86 % of the capital represented at the Shareholders’ Meeting:
  1. Pietro Angelo Guindani
  2. Sonia Hernandez
  3. Antonio Corda
  4. Christine Landrevot
  • 4 Directors were drawn from the qualified slate submitted by the shareholder Daphne 3 S.p.A. – owner of 289,980,400 ordinary shares amounting to 30.2% of the share capital – which received 31,14 % of the votes of the Company’s capital with voting rights equal to 34,57 % of the capital represented at the Shareholders’ Meeting:
  1. Oscar Cicchetti
  2. Rosario Mazza
  3. Stefania Bariatti
  4. Quentin Le Cloarec
  • 3 Directors were drawn from the qualified slate submitted by a group of asset management companies and investors together with the shareholder Priviledge Amber Event Europe – which hold a total of 10,930,544 INWIT ordinary shares, equal to 1.13836% of the share capital – which received 25,35 % of the votes of the Company’s capital with voting rights equal to 28,14 % of the capital represented at the Shareholders’ Meeting
  1. Secondina Giulia Ravera
  2. Laura Cavatorta
  3. Francesco Valsecchi

The Directors Ms Bariatti, Ms Cavatorta, Ms Landrevot, Ms Ravera and Mr Valsecchi have declared that they meet the independence requirements laid down in Article 148 of the Consolidated Law on Finance and the Corporate Governance Code. The Director Mr Le Cloarec has declared that he meets the independence requirements laid down in the Consolidated Law on Finance.

During the first meeting that will be convened shortly, the Board of Directors will verify that the members of the Board of Directors meet the requirements laid down in current regulations based on the information provided by the interested parties and will inform the public of the results of this assessment.

The CVs and declarations of the Directors (including those relating to their meeting the independence requirements) are available on the INWIT website https://www.inwit.it/it/governance/assemblea-azionisti/assemblea-degli-azionisti-4-ottobre-2022/documentazione/  as well as on the storage platform, at www.1info.it

The Directors have been authorised – also as a waiver to the limitations referred to in article 2390 of the Italian Civil Code, insofar as applicable – to maintain the offices that they stated they hold in the declarations issued when the slates were compiled.

The Shareholders’ Meeting also resolved the following:

  • to establish the duration of the term of office of the Board of Directors as 3 financial years, and therefore until approval of the financial statements as at 31 December 2024;
  • to establish a maximum of 1,100,000 euros as the gross annual total remuneration of the Board of Directors pursuant to art. 2389, subsection 1 of the Italian Civil Code (which includes compensation for participation in internal committees), to be distributed among its members in accordance with the resolutions to be made by the Board itself;
  • to establish 200,000 euros as the gross annual remuneration of the Chairman of the Board of Directors, pursuant to art. 2389, subsection 3 of the Italian Civil Code;
  • to establish a maximum of 550,000 euros as the gross annual remuneration of the Chief Executive Officer, pursuant to art. 2389, subsection 3 of the Italian Civil Code.

The Shareholders’ Meeting also approved the amendments to the first section of the Report on Remuneration Policy 2022 and Compensation Paid, available on the website https://www.inwit.it/it/governance/assemblea-azionisti/assemblea-degli-azionisti-4-ottobre-2022/documentazione/.

Lastly, the Shareholders’ Meeting, at its extraordinary session, approved the amendments to the Bylaws in order to provide for the possibility of holding the Shareholders’ Meeting, even solely by means of an audio-video conference, where permitted by the laws and regulations in force at the time, set out in the Report of the Board of Directors of INWIT available on the website https://www.inwit.it/it/governance/assemblea-azionisti/assemblea-degli-azionisti-4-ottobre-2022/documentazione/.

It should be noted that the amendments to the bylaws do not grant the right of withdrawal to shareholders who did not participate in the respective approval, not supplementing the details of any instance of withdrawal laid down in art. 2437 of the Italian Civil Code.