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Wiit

AGM Information Apr 8, 2025

4197_agm-r_2025-04-08_6b46aa28-0e8d-4540-b2e1-3f976bb68f6d.pdf

AGM Information

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Dear Shareholders,

this report (the "Report") was prepared by the Board of Directors of WIIT S.p.A. ("WIT" or the "Company") in accordance with Article 125-terof 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 third item on the Agenda of the ordinary Shareholders' Meeting called for April 29, 2025, in single call:

3. Remuneration Policy and Report:

  • 3.1 review of Section I as per Article 123-ter, paragraph 3, of Legislative Decree No. 58/1998. Resolutions pursuant to Article 123-ter, paragraph 3-bis, of Legislative Decree No. 58/1998;
  • 3.2 review of Section II as per Article 123-ter, paragraph 4, of Legislative Decree No. 58/1998. Resolutions pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998.

* * *

We note that Article 123-ter of the CFA and Article 84-quater of the Issuers' Regulation provide for a report on the remuneration policy and on the remuneration paid to the members of the management bodies, General Managers, Senior Executives and, without prejudice to the provisions of Article 2402 of the Civil Code, to the members of the supervisory bodies (the "Remuneration Report"). This report is to be made available to the public at least 21 days before the date of the Shareholders' Meeting called to approve the financial statements at the registered office, on the website and according to the other methods indicated in Articles 65-bis, paragraph 2, 65-quinquies, 65-sexies and 65-septies of the Issuers' Regulation.

As required by law, the Remuneration Report is divided into two sections:

  • the "first section" ("Section I") sets out (i) the Issuer's policy on the remuneration of members of the Board of Directors, of General Managers and of Senior Executives and, without prejudice to Article 2402 of the Civil Code, members of the control boards, and (ii) the procedures utilized for the adoption and enactment of this policy;
  • the "second section" ("Section II"), again with regard to the aforementioned parties, (i) sets out the individual items making up the remuneration, including the scenarios provided for in the event of termination of office or termination of employment, highlighting their consistency with the Company's policy on remuneration for the reporting year; (ii) analytically illustrates the fees paid during the reporting year for any reason and in any form by the Company and its subsidiaries or associates, highlighting any components of these fees that refer to activities carried out in previous years and, also, any fees to be paid in one or more subsequent years for the activities carried out in the reporting year, with an indication of the estimated value for the components that cannot be objectively quantified in the reporting year; and (iii) illustrates how the Company has taken account of the opinion issued last year on Section II of the Report.

We note that pursuant to Article 123-ter of the Shareholders' Meeting is called to vote on both the Remuneration Policy outlined in Section II of the Remuneration Report. Specifically, pursuant to Article 123-ter, paragraph 3-ter of the resolution on the

Remuneration Policy outlined in Section I of the Report will be binding, while the resolution on Section II will not be binding, in accordance with Article 123-ter, paragraph 6, of the CFA.

In compliance with Article 123-ter of the CFA and following the positive outcome of the checks carried out by the entity in charge of the legal audit of the financial statements (i.e. Deloitte & Touche S.p.A.) on Section II of the Remuneration Report, the Board of Directors of the Company approved WIT's remuneration policy at its Board meeting of March 11, 2025, on the proposal of WIT's Appointments and Remuneration Committee which met on March 5 2025.

The Remuneration Report is prepared pursuant to Article 123-ter of the CFA, in compliance with Article 84-quater and Annex 3A, Schedule 7-bis, of the Issuers' Regulation.

The Remuneration Report will be made available to the public in accordance with law at WIT's registered office in Milan, Via dei Mercanti no. 12, on the Company's website (https://www.wiit.cloud/it), in the section "Company - Corporate Governance - Shareholders' Meeting, and on on the authorized storage mechanism "eMarket STORAGE" () according to the terms described above.

******************************************************************************************************************************************************************************

In consideration of the above, we propose passing the following motions:

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

  • having taken note of Section I of the Remuneration Report;
  • having examined the illustrative report of the Board of Directors and the proposals contained therein,

resolves

  1. to approve Section I of the Remuneration Report pursuant to Article 123-ter, paragraph 3-bis, of the CFA.

Furthermore, the Shareholders' Meeting of WIIT S.p.A.,

  • having taken note of Section II of the Remuneration Report;
  • . having taken note of the positive outcome of the checks carried out by the independent audit firm (i.e. Deloitte & Touche S.p.A.) on Section II of the Remuneration Report;
  • having examined the illustrative report of the Board of Directors and the proposals contained therein,

resolves

  1. to express a favorable opinion on Section II of the Remuneration Report pursuant to Article 123ter, paragraph 6, of the CFA, it being understood that, pursuant to the same Article 123-ter, paragraph 6, of the CFA, such a motion is not binding".

* * *

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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