AGM Information • Apr 29, 2025
AGM Information
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| Informazione Regolamentata n. 20101-38-2025 |
Data/Ora Inizio Diffusione 29 Aprile 2025 13:10:01 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | WIIT | |
| Identificativo Informazione Regolamentata |
: | 204802 | |
| Utenza - referente | : | WIITNSS01 - PASOTTO STEFANO | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 29 Aprile 2025 13:10:01 | |
| Data/Ora Inizio Diffusione | : | 29 Aprile 2025 13:10:01 | |
| Oggetto | : | WIIT_PR_Ordinary Sharholders' meeting April 29,2025 |
|
| Testo del comunicato |
Vedi allegato


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Milan, 29 April, 2025 - WIIT S.p.A. ("WIIT" or the "Company"; ISIN IT0005440893; WIIT.MI), one of the main European players in the market of Cloud Compu)ng services for companies focused on the provision of conInuous Private and Hybrid Cloud services for criIcal applicaIons, announces that the Shareholders' MeeIng, convened today in ordinary session, approved all items on the agenda as outlined below.
The Shareholders' MeeIng approved the financial statements as of 31 December, 2024, which reported a net profit of Euro 1,810,873, and resolved to allocate the enIre net profit for dividend distribuIon. The dividend will be paid to shareholders by using, in order of priority, Euro 1,810,873 from the net profit for the year and up to a maximum of Euro 6,595,325 from the reserves Itled "Retained Earnings" and "Other Reserves." A gross dividend of Euro 0.30 per each outstanding share (excluding treasury shares) enItled to receive the dividend on the scheduled enItlement date will be distributed, according to the following Imetable: ex-dividend date on May 6, 2025, record date on May 6, 2025, and payment date on May 7, 2025.

The Shareholders' MeeIng approved, pursuant to ArIcle 114-bis of LegislaIve Decree No. 58/1998 (the 'CFA'), a compensaIon plan based on financial instruments called the '2025 - 2029 RSU Plan', reserved for the Group's employees - excluding execuIves with strategic responsibiliIes - to be idenIfied by the Board of Directors of WIIT (the 'RSU Plan'). This plan, in line with the applicable regulaIons as well as with the best pracIces on the subject, is aimed at pursuing the objecIve of increasing the value of WIIT shares while aligning the economic interests of the beneficiaries with those of the shareholders. In fact, the RSU Plan pursues the following objecIves: (i) incenIvising the beneficiaries to achieve the results of the 'WIIT Group's' management performance; (ii) aligning the interests of the beneficiaries with those of the shareholders and the creaIon of value in the medium-long term; (iii) building the loyalty of the 'WIIT Group's' key resources, encouraging their permanence in the same; and (iv) safeguarding the compeIIveness of the 'WIIT Group' on the labour market.
For further details, please refer to the informaIon document that can be consulted at the Company's registered office and on the Company's website (hep://www.wiit.cloud/), in the 'Company - Governance - Shareholders' MeeIng' secIon, as well as at the authorised storage mechanism 'eMarket STORAGE' ()
The Shareholders' MeeIng approved SecIon I of the "Report on RemuneraIon Policy and RemuneraIon Paid" (the "RemuneraDon Report") pursuant to ArIcle 123-ter, paragraph 3-bis, of the CFA and expressed a favourable opinion on SecIon II of the RemuneraIon Report pursuant to ArIcle 123-ter, paragraph 6, of the CFA.
The Shareholders' MeeIng approved, subject to revocaIon, for the unexecuted part, of the authorisaIon approved by resoluIon of the Shareholders' MeeIng of 16 May 2024, the proposed authorisaIon for the purchase and disposal of treasury shares, to be carried out in compliance with applicable EU and naIonal regulaIons, including RegulaIon (EU) 596/2014, and market pracIces recognised, from Ime to Ime, by Consob.
The main purpose of the authorisaIon to purchase is to allow the Company to equip itself with a stock of treasury shares that the laeer may dispose of (i) as consideraIon in the context of any extraordinary finance transacIons and/or for other uses deemed to be of financial-management and/or strategic interest for the Company, including by way of exchange, swap, contribuIon or other act that includes the use of treasury shares, and (ii) to service incenIve plans based on financial instruments intended for employees and/or directors of the companies of the 'WIIT Group'.
In parIcular, the authorisaIon to purchase, on one or more occasions, on a revolving basis, ordinary shares of the Company was granted within the limits indicated below: (i) taking into account the shares from Ime to Ime held in the

Company's poriolio, up to the maximum number permieed by law (equal, as of today, to 20% of the share capital) and, in any case, within the limits of the distributable profits and available reserves resulIng from the latest approved financial statements at the Ime each transacIon is carried out (ii) for the duraIon of 18 months from the date of the authorisaIon, with the power of the Board itself to proceed with the authorised transacIons on one or more occasions and at any Ime, to the extent and within the Imeframe freely determined in compliance with the applicable rules, with the gradualness deemed appropriate in the Company's interest (iii) for each transacIon, at a purchase price of each share that is not lower than the official price of WIIT stock on the day prior to the day on which the purchase transacIon will be carried out, decreased by 15%, and not higher than the official price on the day prior to the day on which the purchase transacIon will be carried out, increased by 15%, in compliance with the applicable EU and naIonal regulaIons, including RegulaIon (EU) 596/2014, and the market pracIces recognised, from Ime to Ime, by Consob (iv) the purchases will be made, from Ime to Ime, by one of the methods referred to in ArIcle 144-bis, paragraph 1, leeers b), c), d), d-ter), and paragraph 1-bis, of Consob RegulaIon no. 11971, as idenIfied by the Board of Directors from Ime to Ime.
With regard to the disposal of treasury shares, the authorisaIon was granted (i) without Ime limits and (ii) at a price that shall in any case not be lower than the arithmeIc average of the official price of the shares in the five days preceding each individual disposal, decreased by up to a maximum of 15%.
As of today's date, the Company holds 2,060,983 treasury shares, equal to 7.36% of WIIT's ordinary shares.
The Shareholders' MeeIng approved the proposal to update the 'RegulaIons of the Shareholders' MeeIng' of WIIT approved on 30 November 2018 (the 'RegulaIons') to take into account the amendment to the By-Laws resolved by the Shareholders' MeeIng of the Company on 16 May 2024 to introduce the possibility that aeendance at the Shareholders' MeeIng and the exercise of voIng rights take place exclusively through the designated representaIve referred to in ArIcle 135-undecies of the TUF.
The RegulaIons, as amended, are available to the public at the Company's registered office and on the Company's website (hep://www.wiit.cloud/), in the "Company - Governance - Documents" secIon.
The summary voIng statement and the minutes of the Shareholders' MeeIng will be published within the terms and in the manner set forth by law and by the regulaIons.
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The Manager in charge of preparing the company's financial reports, Mr. Stefano Pasoeo, declares, pursuant to ArIcle 154-bis, paragraph two, of LegislaIve Decree No. 58/1998, that the accounIng informaIon contained in this press release corresponds to the document results, books and accounIng records.
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WIIT S.p.A., a company listed on the Euronext Star Milan ("STAR") segment, is a leader in the Cloud CompuCng market. The company has a pan-European footprint and is present in key markets, such as Italy, Germany and Switzerland, posiConing itself among the leading players in the provision of innovaCve Private and Hybrid Cloud technology soluCons. WIIT operates through managed processes, specialised resources and technology assets including proprietary data centres spread across 7 regions: 4 in Germany, 1 in Switzerland and 2 in Italy, 3 of which are Premium Zone enabled i.e. with guaranteed high availability, maximum levels of resilience and security by design; two of these host data centres cerCfied Tier IV by the UpCme InsCtute. WIIT has 6 SAP cerCficaCons at the highest level of specialisaCon. Its end-to-end approach enables the company to provide its partner companies with customised, high value-added services with the highest security and quality standards for the management of criCcal applicaCons and business conCnuity, while guaranteeing maximum reliability in the management of the main internaConal applicaCon pla[orms (SAP, Oracle and Microso]). Since 2022, the WIIT Group has joined the UN Global Compact. (www.wiit.cloud)
Stefano Paso+o - CFO & Investor Rela6ons Director Francesca Cocco - Lerxi Consul6ng - Investor Rela6ons T +39.02.3660.7500 Fax +39.02.3660.7505 [email protected] www.wiit.cloud
Image Building Rafaella Casula Tel. +39 348 3067877 Simona Porcino Tel. +39 340 9844532 Francesca Alberio Tel. +39 340 0547370 [email protected]
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