INFRASTRUTTURE WIRELESS ITALIANE S.P.A. O, IN FORMA ABBREVIATA, INWIT S.P.A.

INWIT has two large shareholders and a substantial free float, and neither large shareholder controls the company. The figures below come from the issuer’s own Art. 123-bis report on corporate governance and share ownership for 2025 (Table 1, which reproduces the Art. 120 TUF major-holdings filings), from the Art. 122 TUF essential information published on the company’s website, and from the shareholding chart on INWIT’s investor-relations pages.

At 31 December 2025 (931,890,010 shares in issue):

After the May 2026 capital-composition change (903,994,843 shares in issue), INWIT’s own shareholding chart, stated as data at 10 July 2026, shows Central Tower Holding Company B.V. at about 39%, Daphne 3 S.p.A. at about 32%, Lazard Asset Management at about 5% and a free float of about 24%. The underlying share counts are unchanged: Central Tower Holding’s 350,409,870 shares represent 38.76% of the reduced capital and Daphne 3’s 288,625,010 shares represent 31.93%. Consob’s own major-holdings database could not be queried directly for this page; the Art. 120 filings are taken as the issuer reproduces them.

The chain above Central Tower Holding Company B.V.: the company states that Central Tower Holding Company B.V. is indirectly owned by Oak Holdings 1 GmbH, which is in turn co-controlled by Vodafone GmbH and OAK Consortium GmbH.

The chain above Daphne 3 S.p.A.: Daphne 3 (registered in Milan, share capital €100,000) has been wholly owned by Impulse I S.à r.l. of Luxembourg since 29 November 2024, when TIM sold its residual 10% and left the structure entirely. The Art. 122 essential information updated to 1 January 2026 records Impulse I’s own capital as held by Impulse II S.C.A. 50.92% and Impulse II Bis S.C.A. 10.54% (both controlled by entities managed by Ardian France S.A. or its affiliates), Predica Prévoyance Dialogue du Crédit Agricole S.A. 35.09%, Crédit Agricole Assurances Retraite S.A. 2.10% and Crédit Agricole Vita S.p.A. 1.28% (all three within Crédit Agricole Assurances), and Oro S.r.l. 0.07%.

Shareholders’ agreements (Art. 122 TUF). Two are in force, and this is where governance sits rather than in any single percentage.

• The II Amended Shareholders’ Agreement among the Ardian vehicles, the Crédit Agricole Assurances companies, Impulse I, Daphne 3 and Oro S.r.l. It covers 100% of Impulse I, 100% of Daphne 3 and all of Daphne 3’s INWIT shares (288,625,010 shares, stated as approximately 30.97% at the 1 January 2026 update). It sets qualified majorities at Impulse I, a Crédit Agricole Assurances veto over defined Daphne board matters, rules on who designates INWIT directors, a standstill and a mandatory-bid indemnity. It was filed with the Milan Companies’ Register on 3 December 2024 and runs to 29 September 2035, renewing automatically for three-year periods.
• A three-year agreement of 24 February 2026 between Oak Holdings 1 GmbH, Oak Consortium TopCo Limited and its subsidiary Epeo S.r.l., covering the 350,409,870 INWIT shares held by Central Tower Holding Company B.V. (37.60% at the time) plus shares deliverable under a prepaid total return swap forward entered into by Epeo, which entitles it to up to a further 1.5% of voting capital with settlement by physical delivery. It provides for prior consultation, the submission and voting of a joint slate at the renewal of INWIT’s corporate bodies, restrictions on further purchases and an undertaking not to launch a voluntary bid without Oak Holdings 1’s consent.

Control and direzione e coordinamento. The company answers this directly. Section 2(j) of the 2025 Art. 123-bis report states that, as of 31 March 2020, INWIT is no longer subject to the direction and coordination of Telecom Italia under Art. 2497 et seq. of the Civil Code, and it names no replacement. The Art. 122 essential information states that the shareholders’ agreement provisions “do not affect the control over Inwit” and that “there are no persons capable of individually exercising control over Inwit pursuant to Article 93” TUF. GLEIF holds no parent relationship for the LEI: INWIT reports “no known person” as both its direct and its ultimate accounting consolidating parent.

Votes and capital coincide. There is one class of ordinary shares. The bylaws registered in May 2026 contain no increased-voting-rights mechanism under Art. 127-quinquies TUF, and Table 1 of the governance report states expressly that “the possibility of increasing voting rights is not envisaged”. No securities confer special control rights and there are no restrictions on voting rights. Directors and statutory auditors are elected by slate voting (voto di lista) under Arts. 13 and 22 of the bylaws, with the Consob slate threshold set at 1% of capital for INWIT by Resolution no. 155 of 27 January 2026; certain extraordinary-meeting matters require 75% of the voting capital present.

Ultimate beneficial ownership

No natural person qualifies as ultimate beneficial owner of INWIT on an ownership test. The largest holding is Central Tower Holding Company B.V. at about 38.8% of capital, and its chain runs to Oak Holdings 1 GmbH, which INWIT states is co-controlled by Vodafone GmbH and OAK Consortium GmbH — corporate entities, with no individual at or above the 25% threshold. The second block runs Daphne 3 S.p.A. → Impulse I S.à r.l. → Ardian-managed vehicles (61.46% combined) and Crédit Agricole Assurances companies (38.47% combined). Looking through either chain, no individual reaches 25% of INWIT.

The only natural person identifiable anywhere in the disclosed chain is INWIT’s Chairman, Oscar Cicchetti, who holds an indirect interest through Oro S.r.l., a company he controls, amounting to 0.07% of Impulse I’s share capital — roughly 0.02% of INWIT when looked through. The Art. 122 filing states that this interest takes the form of preferred shares which grant no governance right in Daphne 3 or, indirectly, in INWIT. It is noted here because he chairs the board, not because it approaches any beneficial-ownership threshold.

On a control test the answer is the same: the issuer’s own Art. 122 filing states that no person can individually exercise control under Art. 93 TUF, and the governance report records that the company is not subject to anyone’s direction and coordination. An obliged entity that must name an individual will therefore fall back on the residual senior-managing-official test in Italian anti-money-laundering law, where the relevant individuals are the General Manager, Diego Galli — INWIT has no chief executive officer in office — and the members of the board of directors. That is a legal fallback, not ownership.

Data availability

The stored provider rows for this company are wrong and should not be relied on. Four rows are stored and four are claimed, so nothing is truncated, but all four are passive US-domiciled funds: Vanguard Developed Markets Index Fund at 12.75% on 2,984,544 shares; iShares Core MSCI EAFE ETF at 8.70% on 2,041,815 shares; Pacer Data & Infrastructure Real Estate ETF at 6.96% on 1,629,158 shares; and NYLI CBRE Global Infrastructure Megatrends Term Fund at 4.68% on 1,097,000 shares.

The percentages are arithmetically impossible. The four holdings total 7,752,517 shares, which is 0.86% of the 903,994,843 shares in issue, yet the stored percentages total 33.09%. Vanguard’s 2,984,544 shares are 0.33% of the issued capital, not 12.75%. The rows appear to express each fund’s weight within a sample of filings rather than a share of issued capital. They are also priced at USD 8.97 per share, although the shares trade in euro on Euronext Milan. Most importantly, neither of the two blocks that matter — Central Tower Holding Company B.V. at roughly 38.8% and Daphne 3 S.p.A. at roughly 31.9% — appears in the stored data at all, and neither does either shareholders’ agreement. No provider field was modified.

INWIT is administered by a board of directors with no executive members and, at present, no chief executive officer. Day-to-day management is delegated to a General Manager who is not a director. The board was appointed by the shareholders’ meeting of 15 April 2025 by slate voting, for three financial years, serving until the shareholders’ meeting called to approve the financial statements for the year ending 31 December 2027.

Three slates were presented and all three elected directors: the slate of Central Tower Holding Company B.V. (37.60% of capital), which received 37.63% of the votes and elected five directors; the slate of Daphne 3 S.p.A. (30.9% of capital), which received 31.20% and elected five; and a slate presented by asset managers and institutional investors together with Amber Capital UK LLP (1.16% of capital), which received 22.43% and elected three.

Thirteen directors were appointed. Christian Hillabrant resigned on 31 August 2025 and Paolo Favaro was co-opted in his place on 22 September 2025, then confirmed by the shareholders’ meeting of 30 April 2026. Rosario Mazza resigned on 17 September 2026 and had not been replaced as at the date of this page, leaving twelve directors in office.

Board of directors

All board committees are composed of directors: Control and Risk (Stefania Bariatti, chair; Paola Bonomo; Carlo Bozzoli; Barbara Tadolini; Nicolas Mahler), Nomination and Remuneration (Paola Bonomo, chair; Francesco Valsecchi), Related Parties (Francesco Valsecchi, chair; Stefania Bariatti; Vania Petrella), Sustainability (Giulia Staderini, chair; Antonella Ambriola; Barbara Tadolini) and Strategy (Oscar Cicchetti, chair; Antonella Ambriola; Paolo Favaro; Nicolas Mahler).

Board of statutory auditors (collegio sindacale)

Appointed by the shareholders’ meeting of 23 April 2024, in office until approval of the financial statements as at 31 December 2026.

Statutory audit of the accounts is carried out by KPMG S.p.A., appointed by the same meeting of 23 April 2024 for the nine financial years 2024–2032. The supervisory body under Legislative Decree 231/2001 was appointed by the board on 12 May 2026 for three years, until 23 May 2029: Eleonora Montani (chair), Romina Guglielmetti (external member) and Alessandro Pirovano (internal member).

Senior management

Diego Galli is General Manager, originally appointed on 7 October 2022 and confirmed by the board on 17 April 2025; he holds powers over the overall governance and ordinary management of the company, subject to the matters reserved to the board by law and by the bylaws. Emilia Trudu, Chief Administration, Finance & Control Officer, was appointed on 17 April 2025 as the manager responsible for preparing the company’s financial reports under Art. 154-bis TUF; she and Diego Galli sign the Art. 81-ter certifications of the 2025 financial statements.

The leadership team published by the company also comprises Andrea Mondo (Chief Tower Infrastructure Officer), Lucio Golinelli (Chief Smart Infrastructure Officer), Francesco Piccirillo (Chief Real Estate Infrastructure Officer), Michele Gamberini (Chief Technology Officer), Salvatore Lo Giudice (General Counsel, and secretary to the board of directors), Giovanna Bellezza (Chief Human Resources, Organization & Sustainability Officer), Luigi Minerva (Chief Strategy, M&A & Investor Relations Officer), Guido Improta (Chief External Relations & Communication Officer), Alessandro Pirovano (Chief Internal Audit Officer) and Gabriele Abbagnara (Chief Executive Officer of the subsidiary Smart City Roma).

Data availability

The stored provider record claims 12 officers and stores 5, so it is truncated. More significantly, what it stores is a list of managers, not the governing body: not one of the five is a director or a statutory auditor, and no appointment or resignation dates are recorded for any of them. Two of the five, Donatella Colantoni and Michelangelo Suigo, no longer appear on the company’s published leadership team. One entry, “Salvatore Giudice”, mis-splits the surname of Salvatore Lo Giudice. Emilia Trudu’s stored job title also predates her current one. The board of directors, the collegio sindacale and the statutory auditor are absent from the stored data entirely. No provider field was modified.

The stored group record holds two nodes and a maximum depth of one: INWIT at depth 0 with a single child, SMART CITY ROMA SPA. Below the company that is close to complete; above it, the record is empty, and the two blocks that dominate INWIT’s share register do not appear at all.

What sits below INWIT

Note 3 to the consolidated financial statements at 31 December 2025 states that the INWIT Group comprises one subsidiary consolidated line by line, no joint ventures and no associates accounted for by the equity method:

Smart City Roma holds the concession won in a tender launched by Roma Capitale for the Roma 5G project, a public-private partnership bringing 5G and public Wi-Fi coverage to the Rome metro, squares and streets. FY2025 was the first full year in which it was consolidated. The stored tree therefore identifies the right subsidiary, but records no percentage and no acquisition date, and does not distinguish a 52.08% controlled subsidiary from a wholly owned one.

Two former wholly owned subsidiaries have disappeared from the structure and should not be expected in current filings: 36 TOWERS S.r.l. and GIR Telecomunicazioni S.r.l. were merged by incorporation into INWIT by deed executed on 10 December 2024, effective as against third parties from 1 January 2025. INWIT also reports eight branch offices in Italy, which are establishments of the company itself and not separate legal entities.

What sits above INWIT, and is missing from the stored tree

Nothing consolidates INWIT. GLEIF records no parent for the LEI: INWIT reports “no known person” as both its direct and its ultimate accounting consolidating parent, and the 2025 Art. 123-bis report states that the company has not been subject to direction and coordination since 31 March 2020. INWIT is therefore the top of its own accounting group.

It is not, however, the top of its ownership chain, and the stored tree shows none of it. Two chains sit above the company:

• Central Tower Holding Company B.V. (approximately 38.8% of capital) → indirectly owned by Oak Holdings 1 GmbH, which INWIT states is co-controlled by Vodafone GmbH and OAK Consortium GmbH; Oak Consortium TopCo Limited and its subsidiary Epeo S.r.l. sit at the top of that ownership structure and are parties, with Oak Holdings 1, to the shareholders’ agreement of 24 February 2026.
• Daphne 3 S.p.A. (approximately 31.9% of capital), a Milan holding company → wholly owned since 29 November 2024 by Impulse I S.à r.l. (Luxembourg) → held by Impulse II S.C.A. and Impulse II Bis S.C.A. (Ardian-managed vehicles, 61.46% combined), Predica, Crédit Agricole Assurances Retraite and Crédit Agricole Vita (38.47% combined) and Oro S.r.l. (0.07%).

Neither chain is a control chain over INWIT: the Art. 122 essential information states that no person is capable of individually exercising control over INWIT under Art. 93 TUF. For onboarding and screening purposes, however, these are the entities that nominate most of the board, and a stored tree of two nodes will never surface them.

Data availability

The identifiers carried in the stored group tree are VAT numbers, not Registro Imprese registration numbers, and should not be treated as register keys. For INWIT the VAT number happens to coincide with the codice fiscale and the Registro Imprese number, all being 08936640963; the separate REA number is MI 2057238. The identifier stored against Smart City Roma has not been verified against an official register here. The stored tree records no ownership percentages, no dates, and nothing above the company. No provider field was modified.

Three further stored header fields are wrong or misleading and are reproduced unchanged by the page template. The stored legal form, “Private limited company (Ltd.)”, is incorrect: INWIT is an Italian società per azioni, a joint-stock company whose shares are admitted to trading on Euronext Milan and included in the FTSE MIB. The stored incorporation date, 1 January 2015, is a placeholder; the 2015 listing prospectus published by the company states that INWIT was incorporated by Telecom Italia on 14 January 2015. The stored city, Rome, is the operating headquarters (Piazza Trento 10); the registered office recorded in the financial statements, in the bylaws and at GLEIF is Largo Donegani 2, 20121 Milan, and the company is registered with the Companies’ Register of Milan Monza Brianza Lodi. The stored registration number, MI2057238, is the REA number and not the Registro Imprese or codice fiscale number. No provider field was modified.