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Wiit

AGM Information Apr 8, 2025

4197_agm-r_2025-04-08_5fbb8e98-c17b-426d-90d3-c1bb4fbb2202.pdf

AGM Information

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WIIT SpA Share capital €2,802,066 fully paid-in Tel: +39 02 36607500 Registered Office and Headquarters Tax Code/VAT Number: 01615150214 Fax: +39 03 36607505 Via dei Mercanti, 12, Milan 20121, Italy Milan Companies Register no. 1654427 [email protected]

Dear Shareholders,

this report (the "Report") was prepared by the Board of Directors of WIIT S.p.A. ("WIIT" or the "Company") in accordance with Article 125-ter of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the "CFA") and Article 84-ter of the Regulation adopted with Consob Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), to outline the fifth item on the Agenda of the ordinary Shareholders' Meeting called for April 29, 2025, in single call:

5. Updating of the Shareholders' Meeting Regulation.

We submit for your approval a proposal to update the WIIT "Shareholders' Meeting Regulation" approved on November 30, 2018 (the "Regulation").

Article 135-undecies.1 of the CFA, introduced by Law No. 21 of March 5, 2024, grants the power to provide in the By-Laws that attendance at Shareholders' Meetings and the exercise of voting rights take place exclusively through the representative designated by the company pursuant to Article 135-undecies of the CFA, to whom proxies or sub-proxies may also be conferred pursuant to Article 135-novies of the CFA, as an exception to Article 135-undecies, paragraph 4 of the CFA.

In this regard, on May 16, 2024, the Company's Shareholders' Meeting approved the proposed By-Laws amendment to introduce the possibility that attendance at Shareholders' Meetings and the exercise of voting rights will be exclusively through the aforementioned designated representative.

As such, it is proposed that the Regulation be amended accordingly to reflect the above, all outlined below (additions are highlighted in bold and underlined).

CURRENT TEXT PROPOSED AMENDMENTS
Article 1
Scope of application
Article 1
Scope of application
1.1 This Regulation (the "Regulation") governs
the undertaking of the Ordinary and
Extraordinary Shareholders' Meetings of WIIT
S.p.A. (the "Company").
(unchanged)
1.2 The Regulation shall be applied in the
moment and for the period in which ordinary
shares and other existing classes of shares in
the Company are admitted for trading on a
regulated market within the European Union.
(unchanged)
1.3 The Regulation, approved by the Ordinary 1.3 The Regulation, approved by the Ordinary
Shareholders' Meeting of the Company on
November 30, 2018 and most recently updated
on April 29, 2025, is available to shareholders
Shareholders' Meeting of the Company on
November 30, 2018 and most recently
updated on April 29, 2025, is available to
and other entitled persons at the registered
office of the Company and in places where the
Shareholders' Meetings are held. The
shareholders and other entitled persons at the
registered office of the Company and in places
where the Shareholders' Meetings are held.

Commentato [KS1]: Forse questo non ci dovrebb'essere in questa colonna?

QURRENT TEXT PROPOSED AMENDMENTS
Article 1
Scope of application
Article 1
Scope of application
the Company, www.wiit.cloud. Regulation is also available on the website of The Regulation is also available on the website
of the Company, www.wiit.cloud.
1.4 Where the Board of Directors provides
in the Shareholders' Meeting call notice,
pursuant to the provisions of Article 11.2 of
the Company's By-Laws, that attendance
and exercise of voting rights at the
Shareholders' Meeting by those entitled to
attend will take place exclusivelv through
the granting of proxy (or sub-proxy) to the
representative designated by the
Combany pursuant to Article 135-undecies
of Legislative Decree No. 58 of February 24,
1998, as amended and supplemented. the
Shareholders' Meeting must apply the pro
tempore regulatory provisions in force.

The text of the updated Regulation is available at the Company's registered office in Milan, Via dei Mercanti 12, on the Company's website (www.wiit.cloud), in the Section "Company - Corporate Governance - Shareholders' Meeting", and at the authorized storage mechanism "eMarket STORAGE" ().

****

In consideration of the foregoing, we propose that you pass the following motion:

"The Shareholders' Meeting of WIIT S.p.A.,

  • having examined the illustrative report of the Board of Directors and the proposals contained therein;
  • having examined the text of the WIT Shareholders' Meeting Regulation attached to the aforementioned illustrative report;

resolves

  1. to approve the updates to the WIT Shareholders' Meeting Regulation in the text attached to the Board of Directors' illustrative report".

****

This Report is available at the Company's registered office in Milan, Via dei Mercanti 12, on the Company's website (www.wiit.cloud), in the Section "Company - Corporate Governance -Shareholders' Meeting", and at the authorized storage mechanism "eMarket STORAGE" ().

Milan, March 11, 2025

For the Board of Directors The Chairperson (Enrico Giacomelli)

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