INWIT: Shareholders’ Meeting 2023 Financial Statements and distribution of Dividend

Milan, 23 April 2024 - The ordinary Shareholders' Meeting of Infrastrutture Wireless Italiane S.p.A. met today, under the chairmanship of Oscar Cicchetti.

In accordance with legal provisions, the participation of those entitled to vote and voting at the Shareholders' Meeting took place exclusively through the Designated Representative appointed pursuant to art. 135-undecies of Legislative Decree no. 58 of 24 February 1998 (CLF), identified as Computershare S.p.A, and the meeting was held remotely using telecommunications systems.

Financial statements and dividend distribution

The INWIT Shareholders' Meeting approved the financial statements for 2023 which closed with a net profit of 339.3 million euros. The 2023 financial statements are part of INWIT's first Integrated Financial Statements, also containing the sixth Non-Financial Statement (NFS, drafted voluntarily pursuant to art. 7 of Legislative Decree 254/2016).

The Shareholders' Meeting also resolved to distribute a dividend for the financial year 2023 of 0.48 euros (gross of applicable legal withholdings) for each ordinary share outstanding as at the coupon date, except for the treasury shares in the portfolio.

The total dividend, which will be distributed on the basis of the ordinary shares outstanding on the coupon date, amounts to 452,810,632.77 euros.

The dividend will be paid from 22 May 2024, with a coupon date of 20 May 2024 (in accordance with the Borsa Italiana calendar) and a record date (i.e. the date of entitlement to payment of the dividend itself pursuant to art. 83-terdecies of the CLF) of 21 May 2024.

The 2023 Integrated Financial Statements are available on the Company's website www.inwit.it in the "Governance/Shareholders' Meeting/Shareholders' Meeting of 23 April 2024" section.

Report on the Remuneration Policy and Fees Paid

Pursuant to art. 123-ter of the CLF, the Shareholders' Meeting of INWIT approved the first section of the Report on 2024 remuneration policy and 2023 fees paid on the compensation of directors and key managers, with reference to financial year 2024, and expressed its favourable opinion on the second section of the same Report, on compensation for 2023.

The Report on 2024 remuneration policy and 2023 fees paid is available on the Company's website www.inwit.it in the "Governance/Shareholders' Meeting/Shareholders' Meeting of 23 April 2024" section.

Appointment of the Board of Statutory Auditors

The INWIT Shareholders' Meeting appointed the Board of Statutory Auditors for the three-year period 2024-2026.

The new Board of Statutory Auditors, which will remain in office until approval of the financial statements as at 31 December 2026, is composed of three standing auditors and two alternate auditors.

On the basis of the three slates presented, the members of the Board of Statutory Auditors appointed by the INWIT Shareholders' Meeting are:

• Stefano Sarubbi, as Chairman of the Board of Statutory Auditors, drawn from the slate submitted by a group of institutional investors together with the shareholder Priviledge-Amber Event Europe (Amber and Investors);
• Giuliano Foglia and Annalisa Raffaella Donesana, as standing auditors, drawn respectively from the slate submitted by Central Towers Holding Company B.V. (CTHC) and by Daphne 3 S.p.A. (Daphne).

Matteo Carfagnini and Annalisa Firmani, drawn respectively from the CTHC and Daphne slate, were appointed as Alternate auditors.

The CTHC list obtained 46.18% of the votes of the capital represented in the Shareholders' Meeting, and thus qualified as the majority slate; the Daphne slate and the Amber and Investor slate obtained respectively 34,60% and 18.72% of the votes of the capital represented at the Shareholders' Meeting.

To comply with the legislation on gender balance, Annalisa Raffaella Donesana and Annalisa Firmani were appointed with the majorities required by law, putting to the vote the supplementary proposal presented by the shareholder Daphne 3 S.p.A. (see press release dated 8 April 2024 available at the link https://www.inwit.it/wp-content/uploads/2024/04/INWIT-Press-Release-Supplementary-proposal-EN.pdf).

The female gender represented on the Board of Statutory Auditors is in line with current legislation.

On the basis of the information available to the Company, as of today, none of the Statutory Auditors holds INWIT shares.

The INWIT Shareholders' Meeting also determined the compensation due to the Chairman of the Board of Statutory Auditors and each Standing Auditor, approved in the amount of 88,000 euros gross per year and 60,000 euros gross per year respectively.

The slates of origin and CVs of the Statutory Auditors can be viewed on the company's website at https://www.inwit.it/en/governance/shareholders-meeting/shareholders-meeting-april-23-2024/documentation/

Supplementation of the independent auditor's fees

On a proposal submitted by the Board of Statutory Auditors pursuant to art. 13 subsection 1 of Legislative Decree no. 39/2010, the INWIT Shareholders' Meeting approved a supplement to the fee payable to the auditing company PricewaterhouseCoopers S.p.A. for the year 2023 in view of the activities carried out to audit the 2023 consolidated financial statements following the acquisition by INWIT, during that financial year, of the 100% stake in the company 36 Towers S.r.l.

Appointment of the external auditor for the financial years 2024-2032

On the basis of a recommendation made by the Board of Statutory Auditors pursuant to art. 16 of European Regulation no. 537/2014 and Legislative Decree no. 39/2010, the INWIT Shareholders' Meeting resolved to assign the statutory audit task for the nine-year period 2024-2032 to the company KPMG S.p.A, in view of its higher overall score in both qualitative and financial terms.

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"2023 saw us achieve significant results for industrial development, -said Oscar Cicchetti, Chairman of INWIT- which translate into the number of sites built, in hospitality and indoor coverage. Our journey to creating an increasingly sustainable business continues with a particular focus on development of the territories".

"The financial statements for 2023 show a year of strong developmentof all economic and financial indicators, consistent with the guidance, and allow for greater shareholder remuneration - said INWIT's General Manager, Diego Galli -. We continue to invest in digital, shared infrastructures with a solid business model, in support of telecommunications operators and the 2024-2026 business plan growth path."

Pursuant to and for the purposes of art. 154-bis, subsection 2, of the CLF, the Executive Responsible for preparing the corporate accounting documents, Rafael Giorgio Perrino, declares that the accounting information contained in this press release corresponds to the documentary records and accounting registers and entries.

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A summarised report on the voting and the minutes of the aforementioned Shareholders' Meeting will be made available within the terms required by the applicable laws and regulations.