The Ordinary Shareholders' Meeting of Infrastrutture Wireless Italiane S.p.A. (INWIT) meeting today appointed the INWIT Board of Directors that will take office on the effective date of the merger of Vodafone Towers S.r.l. into INWIT (the “Merger”).
Pursuant to the Company Bylaws approved by the extraordinary Shareholders' Meeting on 19 December 2019, which will come into force on the effective date of the Merger, 13 directors were elected, including 10 directors drawn from the “majority slate” presented by the shareholder Telecom Italia S.p.A., which holds 360,200,000 INWIT ordinary shares equal to 60.03% of the share capital, which received 71.6 % of the votes of the share capital represented at the Shareholders' Meeting:
1. Giovanni Ferigo
2. Fabrizio Rocchio
3. Carlo Nardello
4. Emanuele Tournon
5. Agostino Nuzzolo
6. Barbara Cavaleri
7. Sabrina Di Bartolomeo
8. Sonia Hernandez
9. Filomena Passeggio
10. Antonio Corda
and 3 directors were drawn from the “minority slate” presented by a group of asset management companies and investors that hold a total of 17,616,529 INWIT ordinary shares equal to 2.93609% of the share capital, which received 28.2% of the votes of the share capital represented at the Shareholders’ Meeting:
11. Secondina Giulia Ravera
12. Laura Cavatorta
13. Francesco Valsecchi
The directors Filomena Passeggio, Secondina Giulia Ravera, Laura Cavatorta and Francesco Valsecchi have declared that they meet the independence requirements laid down by Article 148 of the Consolidated Law on Finance and the Corporate Governance Code of Listed Companies.
During the first meeting, the Board of Directors will verify that the members of the board of directors meet the independence requirements based on the information provided by the interested parties and will inform the public of the results of this assessment.
The CVs and declarations of the new Directors (including those relating to their meeting the independence requirements) are available on the INWIT website www.inwit.it/governance/assemblea-azionisti as well as on the storage platform, at www.1info.it. The Directors have been authorised - as a waiver to the limitations referred to in article 2390 of the Italian Civil Code, insofar as applicable - to maintain the offices that they stated they hold in the declarations issued when the slates were compiled.
The Shareholders’ Meeting also resolved the following:
- to establish the duration of the term of office of the Board of Directors as 3 financial years, and therefore until approval of the financial statements as at 31 December 2022;
- to establish 900,000 euros as the maximum total annual remuneration of the Board of Directors (which includes compensation for participation in internal committees), to be distributed among its members in accordance with the resolutions made in this regard by the Board itself;
Milan, 20 March 2020