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Infrastrutture Wireless Italiane SpA — Proxy Solicitation & Information Statement 2026
Mar 31, 2026
4380_rns_2026-03-31_be50a047-222e-46c1-aa15-bcf5839395cb.pdf
Proxy Solicitation & Information Statement
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INWIT
INFRASTRUTTURE WIRELESS ITALIANE S.p.A.
Registered Office in Milan at Largo Donegani n. 2
PEC (Certified electronic mail) address:
Share capital 600,000,000 euros fully paid up
Tax Code/VAT Registration Number and Milan - Monza Brianza
- Lodi Business Register Number 08936640963
INFO QUOTA VISIT
NOTICE OF CALL OF THE SHAREHOLDERS' MEETING
Persons entitled to vote at the Shareholders' Meeting of Infrastructure Wireless Italiane - INWIT S.p.A. are called to meet on 30 April 2026 at 11:00 a.m. for the ordinary and extraordinary meeting, in a single call, in the manner specified below, to discuss and resolve on the following
AGENDA
ORDINARY SESSION
- Financial statements as at 31 December 2025 – Approval of the documentation on the financial statements; related and consequent resolutions. Presentation of the consolidated financial statements
- Financial Statements as at 31 December 2025 – Allocation of the profit (loss) for the year; related and consequent resolutions
- Report on the remuneration policy 2026 and compensation paid in 2025 – Approval of the first section (2026 remuneration policy); related and consequent resolutions
- Report on the remuneration policy 2026 and compensation paid in 2025 – Non-binding vote on the second section (2025 compensation); related and consequent resolutions
- Long-term incentive plan 2026-2030; related and consequent resolutions
- Appointment of one Director pursuant to article 2386(1) of the Italian Civil Code and paragraph 13.17 of the Company bylaws; related and consequent resolutions
EXTRAORDINARY SESSION
- Cancellation of treasury shares without reduction of share capital; consequent amendment of art. 5 of the Company bylaws; related and consequent resolutions
PROCEDURES FOR HOLDING THE SHAREHOLDERS' MEETING
As permitted under Decree Law No. 18 of 17 March 2020 and subsequently amended (the "Decree"), the effectiveness of which has most recently extended by Decree Law No. 200 of 31 December 2025, converted into Law No. 26 of 27 February 2026, without prejudice to the procedures for the prior exercise of the voting rights specified below, attendance at the Shareholders' Meeting shall take place exclusively through the Designated Representative of the Company pursuant to article 135 - undecies of Legislative Decree No. 58 of 24 February 1998, (Consolidated Law on Finance - "CLF"), identified as Computershare S.p.A, with registered office in Milan (the "Designated Representative"). Proxies or sub-proxies powers may also be granted to the Designated Representative pursuant to article 135 - novies of the CLF.
Note that Directors, Statutory Auditors, the secretary of the meeting and the Designated Representative may attend the meetings solely by means of telecommunications that allow their identification, without the need for the Chairman and Secretary to be in the same location.
RIGHT TO REQUEST INTEGRATION OF THE AGENDA OF THE SHAREHOLDERS' MEETING AND TO SUBMIT NEW PROPOSAL OF RESOLUTIONS
Shareholders who, also jointly, represent at least 2.5% of the ordinary share capital may submit, within ten days from publication of this notice, proposals on matters already on the agenda as well as request the integration of the agenda of the Shareholders' Meeting.
Shareholders for whom the Company has received a specific notice from an authorised intermediary in accordance with current regulations are entitled to request integration of the agenda or to submit new proposal of resolutions.
Requests and a report setting out the reasons for the proposed resolutions on the new items that they proposed be discussed, or the reasons for the additional draft resolutions submitted on items already on the agenda, along with a copy of an identity document of the requesting Shareholders, must be submitted in writing and within the terms set by the law, alternatively to the address:
INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10 - 00198 Rome, Italy
by e-mail to the address: [email protected]
Notice of any integration to the agenda or the presentation of further proposed resolutions on items already on the agenda shall be announced in the same manner as required for the publication of this notice of call, at least fifteen days prior to date set for the Shareholders' Meeting. At the same time as the publication of such notice or submission, the report prepared by the requesting Shareholders, together with any assessments of the Board of Directors, shall be made available to the public in the same manner as the documentation relating to the Shareholders' Meeting.
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.
RIGHT TO INDIVIDUALLY SUBMIT PROPOSAL OF RESOLUTIONS PRIOR TO THE SHAREHOLDERS' MEETING
In addition to the foregoing, taking into account that attendance at the Shareholders' Meeting may only take place through the Designated Representative, those entitled to attend the Shareholders' Meeting who intend to submit draft resolutions on the items on the agenda are invited to do so in advance, at least 15 days prior the date of the Meeting, using the same procedures indicated in the previous paragraph. Such proposals will be published on the Company's website by 17 April 2026 to allow those entitled to vote to make an informed decision, taking into account these new proposals, and to enable the Designated Representative to collect any voting instruction on such proposals. The requesting party must provide appropriate documentation, proving their entitlement to attend at the Shareholders' Meeting and granting a proxy to the Designated Representative for participating in the Shareholders' Meeting.
QUESTIONS ON THE ITEMS ON THE AGENDA
Pursuant to art. 127-ter CLF, those entitled to vote may submit questions on the items on the agenda also prior to the Shareholders' Meeting by sending them in writing to the Company before 21 April 2026, together with a copy of an identity document and the relevant communication issued by the qualified intermediary pursuant to current regulations, certifying their entitlement to exercise their voting right, alternatively to the address:
INWIT S.p.A.
Legal & Corporate Affairs
Piazza Trento, 10 - 00198 Rome - Italy
by e-mail to the address: [email protected]
Questions submitted as above that are relevant to the items on the agenda shall be answered by publication on the Company's website https://www.inwit.it/en/governance/shareholders-meeting/ by 28 April 2026.
The Company may provide single answers to questions on the same subject.
DISTANCE VOTING
Those entitled to vote may also exercise their voting rights electronically from 17 April 2026 until the end of 29 April 2026. The dedicated electronic voting functionality shall be available from 17 April 2026.
The procedures and limits on the exercise of electronic voting can be found on the website https://www.inwit.it/en/governance/shareholders-meeting/.
REPRESENTATION AT SHAREHOLDERS' MEETINGS
The Company has appointed Computershare S.p.A. – with registered office in Milan, via Mascheroni 19 – to represent the Shareholders pursuant to art. 135-undecies of the CLF and of the Decree. Shareholders who wish to attend the Meeting must therefore grant a proxy to the Designated Representative – with voting instructions – on all or some of the proposed resolutions regarding the items on the agenda, using the specific proxy or sub-proxy form, including the electronic version, prepared by the Designated Representative in agreement with the Company, available on the Company's website at https://www.inwit.it/en/governance/shareholders-meeting/ where a link to a procedure for submitting the proxy electronically is provided.
The proxy or sub-proxy form with the voting instructions must be submitted by following the instructions set out in the form and on the Company's website by the end of the second open market day prior to the Meeting, i.e. by 28 April 2026; the proxy may be revoked by the same deadline.
The proxy thus conferred shall be effective only for the proposals for which voting instructions have been provided.
The Designated Representative will be available to provide clarifications or further information at 0246776814 and 0246776818 or by email at [email protected].
DOCUMENTATION
The explanatory report of the Directors with the proposed resolutions on the matters under items 3, 4, 5 and 6 on the agenda of the ordinary session and under item 1 of the extraordinary session and informative document pursuant to art. 84-bis of Consob Regulation no. 11971 of 14 may 1999 at items 5 are available at the Company's registered office and at the "IINFO" centralized storage platform (www.ilnfo.it), as well as on the Company's website
https://www.inwit.it/en/governance/shareholders-meeting/.
The reports of the Board of Directors and the documentation on additional items on the agenda will be made available to the public on 9 April 2026.
The excerpt of this Shareholders' Meeting notice of call is published in the newspaper Il Sole 24 Ore.
TOTAL NUMBER OF SHARES AND VOTING IGHT
The subscribed and fully paid share capital amounts to Euro 600,000,000, divided into n. 931,890,010 ordinary shares (with the right to vote at the Company's ordinary and extraordinary Shareholders' Meetings), all without par value.
ENTITLEMENT TO EXERCISE THE VOTING RIGHT
Persons are entitled to attend and vote at the Shareholders' Meeting – exclusively through the Designated Representative and by the procedures indicated above – if the relevant intermediary transmits to the Company the appropriate notice certifying the entitlement to the voting right as of 21 April 2026 (record date). Those who become holders of the Company's shares only after that date will not be entitled to attend or vote at the Shareholders' Meeting.
OTHER INFORMATION
The Company's Registered Offices are open to the public on working days between 10 a.m. and 1 p.m.
The following e-mail address may be used for information or requests for documentation: [email protected].
Milan 31 March 2026
The Chairman of the Board of Directors
Mr Oscar Cicchetti