Wiit

Share Issue/Capital Change • Apr 8, 2025

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 info@wiit.cloud

WIIT SpA Share capital €2,802,066 fully paid-in Tel: +39 02 36607500

A.

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B.

C.

conditional, free and non-transferable inter vivos rights, attributing to each, in the case of their vesting, of the right to 1 ordinary WIT share (individually a "Share" and, jointly, the "Shares").

The Plan provides for the grant of a maximum of 100,000 RSUs, valid for the allocation of a maximum of 100,000 shares.

The RSUs granted vest if specific performance conditions have been met. Specifically, the RSUs accrue in tranches upon the achievement of specific Group Adjusted Consolidated EBITDA targets as per the consolidated financial statements approved by the Company's Board of Directors in relation to each of the years covered by the Plan.

For more information, see Sections 2.2 and 4.5 of the RSU Plan Prospectus.

D. Methods for determining prices or criteria for determining prices for the subscription or purchase of shares

Not applicable since the RSU Plan provides for the grant of RSUs, which are valid for the free allocation of Shares.

E. Support from the special fund for the incentivization of the involvement of workers in enterprises, as per Article 4, paragraph 112 of Law No. 350 of December 24, 2003.

The Plan does not receive support from the special fund for the incentivization of the involvement of workers in enterprises, as per Article 4, paragraph 112 of Law No. 350 of December 24, 2003.

F. Restrictions on the availability of the instruments granted or the instruments resulting from the exercise of the instruments granted

The RSUs will be granted to the beneficiaries on a personal basis and may not be transferred by deed between living persons, nor subject to restrictions or be subject to other acts of disposal for any reason whatsoever.

The beneficiary shall permanently lose the right to convert the RSUs granted into WITT Shares (even if vested) following: (i) attempted transfer by deed or negotiation of the RSUs granted, including, but not limited to, any attempted transfer by deed or pursuant to law, whether directly, including by means of legal transactions designed to that effect; (ii) use of the RSUs granted as a lien or other security interest, commitment, attachment, or encumbrance (whether actual, contingent, future, and/or conditional) of any nature, whether real or personal; or (iii) use of the RSUs granted as guarantee.

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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 prospectus of the incentive plan called the "2025-2029 RSU Plan",

resolves

• 1. to approve, in accordance with Article 114-bis of the CFA, the adoption of the incentive plan called "2025-2029 RSU Plan" having the same features (including the conditions and implementation requirements) indicated in the illustrative report of the Board of Directors and in the prospectus;
• 1. to grant to the Board of Directors, with the power to sub-delegate to third parties, any and all broader powers necessary and/or appropriate to fully and completely enact the plan called the "2025-2029 RSU Plan", including but not limited to any power to: (i) identify the beneficiaries of the aforementioned incentive plan and the maximum number of restricted stock units to be granted to each of them; (ii) verify the achievement of performance targets, and therefore determine the number of ordinary shares to be actually allocated to each beneficiary, and make the corresponding allocations; and (iii) to perform any act, fulfillment, formality, communication, also vis-à-vis the public or any Authority, that may be necessary and/or appropriate for the purposes of the management and/or implementation of the plan, with the right to delegate its powers, duties and responsibilities in relation to the execution and application of the plan, including the fulfillment of the related disclosure obligations, to the Chief Executive Officer in office:
• 1. to grant to the Board of Directors and on its behalf to the Chief Executive Officer in office the power to delegate to third parties and also by means of special attorneys-in-fact appointed for the purpose, the broadest powers necessary and/or beneficial, without any exclusion, to carry out that previously resolved."

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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)