Wiit — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

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Informazione Regolamentata n. 20101-25-2026	Data/Ora Inizio Diffusione 27 Marzo 2026 16:17:28	Euronext Star Milan

Societa': WIIT

Utenza - referente : WIITNSS02 - PASOTTO STEFANO

Tipologia : 1.1; REGEM; 3.1

Data/Ora Ricezione : 27 Marzo 2026 16:17:28

Oggetto : NOTICE OF SHAREHOLDERS' MEETING

Testo del comunicato

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emarket

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CERTIFIED

WIIT

THE PREMIUM CLOUD

NOTICE OF SHAREHOLDERS' MEETING

The Shareholders of WIIT S.p.A. (the “Company”) are hereby called to attend the Shareholders’ Meeting, in ordinary and extraordinary session, in a single call, on April 29, 2026, at 10:00 a.m., at UNAHOTELS Cusani Milano, located in Milan, Via Cusani, 13, to discuss and resolve on the following

AGENDA

ORDINARY SESSION

1. Financial statements as at December 31, 2025:
   1.1 approval of the financial statements as at December 31, 2025, together with the relevant reports;
   1.2 allocation of the profit for the year and distribution of dividends.

2. Report on remuneration policy and compensation paid:
   2.1 review of Section I prepared pursuant to 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;
   2.2 review of Section II prepared pursuant to 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.

3. Authorization to purchase and dispose of treasury shares.

4. Appointment of a director to supplement the Board of Directors following co-optation.

5. Proposal for the removal of a director.

6. Subject to the approval of the proposal for removal referred to in item five of the ordinary session agenda, appointment of a director to supplement the Board of Directors.

EXTRAORDINARY SESSION

1. Proposal to cancel treasury shares held in portfolio without reducing the share capital; consequent amendment of Article 5 of the bylaws.

2. Proposal to amend the bylaws to eliminate paragraph 9.2 relating to the provisions set forth in Article 106, paragraph 3-quater, of Legislative Decree No. 58/1998.

WIIT SpA

Sede Legale Amministrativa e Direzione Generale

Via dei Mercanti, 12 20121 Milano

Capitale Sociale: €2.802.066 i.v.

CF/PIVA: 01615150214

REA Milano n. 1654427

Tel: +39 02 36607500

Fax: +39 03 36607505

Info@wilt.cloud

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emarket

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CERTIFIED

WIIT

THE PREMIUM CLOUD

ATTENDANCE AND REPRESENTATION AT THE MEETING

Those entitled to attend the Shareholders' Meeting are those who hold voting rights at the end of the accounting day of April 20, 2026 (record date) and for whom the Company has received the relevant communication from the authorized intermediary. The intermediary's communication must be received by the Company by the end of the third trading day prior to the date set for the Meeting, i.e., by April 24, 2026.

Eligibility to attend and vote shall in any case remain valid if the communications are received by the Company after the aforementioned deadline of April 24, 2026, provided they are received before the start of the Meeting proceedings. Those who become shareholders after April 20, 2026 shall not be entitled to attend and vote at the Meeting.

No procedures for voting by mail or electronic means are provided.

As permitted by Article 11.5 of the bylaws, the Company has not appointed a representative pursuant to Article 135-undecies of Legislative Decree No. 58/1998 (the "TUF").

Each person entitled to attend the Meeting may be represented by proxy in accordance with the law, with the option to use the proxy form available on the Company's website (https://www.wiit.cloud/) in the section "Company - Governance - Shareholders' Meeting". Proxies may be notified via certified email to wiit@pec.wiit.cloud. In such case, the proxy must be received by the Company before the start of the Meeting proceedings. Where the representative delivers or transmits a copy of the proxy to the Company, they must certify, under their own responsibility, the conformity of the copy to the original and the identity of the delegating party.

In order to facilitate identification and access procedures, participants are kindly requested to arrive in advance of the scheduled time of the Meeting.

SUPPLEMENTATION OF THE AGENDA AND SUBMISSION OF PROPOSALS ON ITEMS ALREADY ON THE AGENDA

Pursuant to Article 126-bis of the TUF, Shareholders who, individually or jointly, represent at least one-fortieth of the share capital may request, within ten days from the publication of this notice (i.e., by April 6, 2026), that the list of items to be discussed be supplemented, indicating in the request the additional items proposed, or submit proposed resolutions on items already on the agenda.

Within the same ten-day period, the proposing Shareholders must submit a report on the matters proposed for discussion or the reasons for additional proposed resolutions on items already on the agenda. The request—together with certification attesting ownership of the shareholding—must be submitted in writing via certified email to wiit@pec.wiit.cloud.

Supplementation of the agenda is not permitted for items on which the Meeting resolves, pursuant to law, upon proposal of the directors or on the basis of a project or report prepared by them.

WiIT SpA

Sede Legale Amministrativa e Direzione Generale

Via dei Mercanti, 12 20121 Milano

Capitale Sociale: €2.802.066 i.v.

CF/PIVA: 01615150214

REA Milano n. 1654427

Tel: +39 02 36607500

Fax: +39 03 36607505

Info@wiit.cloud

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emarket

with storage

CERTIFIED

WIIT

THE PREMIUM CLOUD

Any additions to the list of items to be discussed or submission of further proposed resolutions on items already on the agenda will be notified in the same manner required for the publication of this notice at least fifteen days prior to the date set for the Meeting, i.e., by April 14, 2026. Reports on additional proposed resolutions will be made available to the public pursuant to Article 125-ter, paragraph 1, of the TUF at the same time as the publication of the notice of submission.

For the purposes above, the Company reserves the right to verify the relevance of the proposals to the items on the agenda, their completeness, their compliance with applicable regulations, and the eligibility of the proposing parties.

RIGHT TO SUBMIT QUESTIONS PRIOR TO THE MEETING

Pursuant to Article 127-ter of the TUF, Shareholders may submit questions on the items on the agenda prior to the Meeting by sending them to wilt@pec.wilt.cloud.

Persons entitled must provide information allowing their identification, together with the relevant communication from the intermediary certifying ownership of voting rights; such communication is not required if the Company has already received the intermediary's communication necessary for attending the Meeting.

The deadline for submitting such questions is the fifth trading day prior to the date set for the Meeting (i.e., April 22, 2026). Questions received within this deadline will be answered, at the latest, during the Meeting.

The Company may provide a single response to questions with the same content.

DOCUMENTATION

The documentation relating to the Meeting is available to the public at the registered office in Milan, Via dei Mercanti No. 12, on the Company's website (https://www.wilt.cloud/it/) in the section "Company - Governance - Shareholders' Meeting", and on the authorized storage mechanism "eMarket STORAGE" ().

This notice of meeting is made available to the public, in full, at the registered office in Milan, Via dei Mercanti No. 12, on the Company's website (https://www.wilt.cloud/it/) in the section "Company - Governance - Shareholders' Meeting", and on the authorized storage mechanism "eMarket STORAGE" (), and is published, in excerpt form, in the newspaper "Milano Finanza" on March 28, 2026.

INFORMATION ON SHARE CAPITAL

The subscribed and paid-in share capital amounts to Euro 2,802,066, divided into No. 28,020,660 ordinary shares with no nominal value.

WIIT SpA

Sede Legale Amministrativa e Direzione Generale

Via dei Mercanti, 12 20121 Milano

Capitale Sociale: €2.802.066 i.v.

CF/PIVA: 01615150214

REA Milano n. 1654427

Tel: +39 02 36607500

Fax: +39 03 36607505

Info@wilt.cloud

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emarket

with storage

CERTIFIED

WIIT

THE PREMIUM CLOUD

Each share entitles to one vote, except for shares that have obtained increased voting rights pursuant to Articles 7.2 et seq. of the bylaws, which grant two votes per share.

As of the date of this notice, No. 13,876,660 WIIT ordinary shares—held by WIIT Fin S.r.l., the Company's controlling shareholder—corresponding to 49.52% of the share capital and 74.64% of voting rights, have obtained increased voting rights (with three votes per share) pursuant to Article 127-quinquies of the TUF. The list of Shareholders who have requested inclusion in the register maintained by the Company pursuant to Article 127-quinquies, paragraph 2, of the TUF is available on the Company's website (https://www.wiit.cloud/it/) in the section "Company – Governance – Increased Voting Rights".

As of the date of this notice, the Company holds No. 3,463,758 treasury shares, equal to 12.36% of the share capital, whose voting rights are suspended pursuant to law.

Therefore, as of today, the No. 28,020,660 shares representing the Company's share capital—taking into account (i) the aforementioned increased voting rights and (ii) the treasury shares—correspond to No. 6.21 exercisable voting rights at the Meeting.

DIVIDEND

It is expected that any dividend approved by the Shareholders' Meeting will be paid, in compliance with applicable laws and regulations, according to the following schedule: dividend ex-date May 4, 2026, record date May 5, 2026, and payment date May 6, 2026.

Milan, March 27, 2026

On behalf of the Board of Directors

The Chairman

Enrico Giacomelli

WIIT SpA

Sede Legale Amministrativa e Direzione Generale

Via dei Mercanti, 12 20121 Milano

Capitale Sociale: €2.802.066 i.v.

CF/PIVA: 01615150214

REA Milano n. 1654427

Tel: +39 02 36607500

Fax: +39 03 36607505

Info@wiit.cloud

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Fine Comunicato n.20101-25-2026	Numero di Pagine: 6