CORPORATE GOVERNANCE 
AND OWNERSHIP STRUCTURE REPORT 
(Prepared as per Article 123-bis of Legislative Decree No. 58/1998 as 
subsequently amended and supplemented) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuer: WIIT S.p.A. 
Website: www.wiit.cloud   
Reporting year: 2021 
Date of approval of Report: March 17, 2022

2 
 
Contents 
DEFINITIONS ....................................................................................................................... 4 
1 
ISSUER PROFILE ........................................................................................................ 6 
2 
INFORMATION ON THE OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-
BIS, PARAGRAPH 1, CFA) AT THE REPORT DATE ........................................................... 8 
 SHAREHOLDERS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LETTER A), 
CFA) ...................................................................................................................................... 8 
 RESTRICTION ON THE TRANSFER OF SHARES (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 1, LETTER B), CFA) ....................................................................................... 9 
 SIGNIFICANT HOLDINGS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, 
LETTER C), CFA) ................................................................................................................. 9 
 SHARES WHICH CONFER SPECIAL RIGHTS (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 1, LETTER D), CFA) ...................................................................................... 9 
 EMPLOYEE SHAREHOLDINGS: VOTING MECHANISM (PURSUANT TO ARTICLE 
123-BIS, PARAGRAPH 1, LETTER E), CFA) ........................................................................ 9 
 VOTING RESTRICTIONS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, 
LETTER F), CFA) .................................................................................................................. 9 
 SHAREHOLDER AGREEMENTS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, 
LETTER G), CFA) ................................................................................................................. 9 
 CHANGE OF CONTROL CLAUSE (PURSUANT TO ARTICLE 123-BIS, CFA, LETTER 
H), CFA) AND STATUTORY PROVISIONS CONCERNING PUBLIC PURCHASE OFFERS 
(PURSUANT TO ARTICLE 104, PARAGRAPH 1-TER AND 104-BIS, PARAGRAPH 1, 
CFA)…….. ............................................................................................................................. 9 
 POWER TO INCREASE THE SHARE CAPITAL AND AUTHORIZATION TO USE 
TREASURY SHARES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LETTER M), 
CFA) .....................................................................................................................................10 
POWERS TO INCREASE THE SHARE CAPITAL .......................................................10 
  AUTHORIZATION TO USE TREASURY SHARES .....................................................11 
 DIRECTION AND CO-ORDINATION ACTIVITIES (PURSUANT TO ARTICLE 2497 AND 
SUBSEQUENT OF THE CIVIL CODE) ................................................................................11 
3 
COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), CFA)
 
…………………………………………………………………………………………………..11 
4 
BOARD OF DIRECTORS ............................................................................................11 
 ROLE OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 2, LETTER D), CFA) .....................................................................................11 
BOARD POWERS .......................................................................................................12 
  BOARD MEETINGS AND DISCLOSURE TO THE BOARD OF DIRECTORS ............13 
 APPOINTMENT AND REPLACEMENT OF DIRECTORS AND BY-LAW AMENDMENTS 
(PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LETTER L), CFA) ............................13 
 COMPOSITION OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 2, LETTER D) AND D-BIS) CFA) ..................................................................16 
  COMPOSITION ...........................................................................................................16 
  DIVERSITY CRITERIA AND POLICIES ......................................................................18 
 MAXIMUM NUMBER OF OFFICES HELD IN OTHER COMPANIES ...........................19 
        EXECUTIVE BODIES ...........................................................................................19

3 
 
  CHIEF EXECUTIVE OFFICERS .................................................................................19 
  CHAIRPERSON OF THE BOARD OF DIRECTORS ...................................................24 
  EXECUTIVE COMMITTEE..........................................................................................24 
  SECRETARY OF THE BOARD OF DIRECTORS .......................................................24 
  REPORTING TO THE BOARD OF DIRECTORS ........................................................24 
 OTHER EXECUTIVE DIRECTORS ..............................................................................24 
 INDEPENDENT DIRECTORS ......................................................................................25 
 LEAD INDEPENDENT DIRECTOR ..............................................................................25 
5 
PROCESSING OF CORPORATE INFORMATION ......................................................25 
 INSIDE INFORMATION POLICY .................................................................................25 
6 
INTERNAL COMMITTEES TO THE BOARD (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 2, LETTER D) CFA) ......................................................................................25 
 ESG COMMITTEE .......................................................................................................26 
7 
SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS AND 
REMUNERATION COMMITTEE ..........................................................................................26 
 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS ......................................26 
 APPOINTMENTS AND REMUNERATION COMMITTEE .............................................27 
8 
REMUNERATION OF DIRECTORS ............................................................................28 
9 
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM ......................................28 
 PURPOSES OF WIIT’S INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 28 
 DIRECTOR IN CHARGE OF THE INTERNAL CONTROL AND RISK MANAGEMENT 
SYSTEM ..............................................................................................................................32 
 THE CONTROL, RISKS AND RELATED PARTIES COMMITTEE ...............................32 
 INTERNAL AUDIT MANAGER .....................................................................................35 
 ORGANIZATION MODEL PURSUANT TO LEGISLATIVE DECREE NO. 231/2001 ....36 
 INDEPENDENT AUDIT FIRM ......................................................................................36 
 EXECUTIVE OFFICER FOR FINANCIAL REPORTING ..............................................37 
 COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND 
RISK MANAGEMENT SYSTEM ...........................................................................................37 
10 
DIRECTORS’ INTERESTS AND RELATED PARTY TRANSACTIONS .......................37 
11 
BOARD OF STATUTORY AUDITORS .........................................................................38 
12 
RELATIONS WITH SHAREHOLDERS ........................................................................42 
13 
SHAREHOLDERS’ MEETING (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, 
LETTER C), CFA) ................................................................................................................42 
14 
FURTHER CORPORATE GOVERNANCE PRACTICES PURSUANT TO ARTICLE 123-
BIS, PARAGRAPH 2, LETTER A), CFA ...............................................................................44 
15 
CHANGES SUBSEQUENT TO THE YEAR-END .........................................................44 
16 
CONSIDERATIONS ON THE LETTER OF DECEMBER 3, 2021 OF THE 
CHAIRPERSON OF THE CORPORATE GOVERNANCE COMMITTEE .............................44

4 
 
 
DEFINITIONS 
“Shareholders’ Meeting” 
WIIT’s Shareholders’ Meeting. 
“Borsa Italiana” 
Borsa Italiana S.p.A. 
“Civil Code” 
Royal Decree No. 262 of March 16, 1942, as amended and 
supplemented. 
“Corporate Governance 
Code” 
The Italian Stock Exchange (Borsa Italiana S.p.A.) 
Corporate Governance Committee’s Corporate Governance 
Code for listed companies, in effect at the Report Date, and 
made available at https://www.borsaitaliana.it/comitato-
corporate-governance/codice/2020eng.en.pdf. 
“Board of Statutory 
Auditors” 
The Board of Statutory Auditors of WIIT. 
“Appointments and 
Remuneration Committee”  
The “Appointments and Remuneration Committee” of WIIT. 
“Control, Risks and Related 
Parties Committee” 
The “Control, Risks and Related Parties Committee” of 
WIIT. 
“Board of Directors” 
The Board of Directors of WIIT. 
“Consob” 
Commissione Nazionale per le Società e la Borsa (Italian 
market oversight authority). 
“Report Date” 
March 17, 2022. 
“Executive Officer for 
Financial Reporting” 
WIIT’s Executive Officer for Financial Reporting.  
“Year” 
The financial year ending December 31, 2021. 
“EXM” 
Euronext Milan, a market regulated by Borsa Italiana S.p.A. 
“The Group” or “WIIT Group” 
WIIT and its subsidiaries pursuant to Article 93 of the CFA. 
“MAR” 
EU Regulation 596/2014 of the European Parliament and of 
the Council of April 16, 2014, concerning market abuse. 
“231 Model” 
WIIT’s Organization, Management and Control Model, 
pursuant to Legislative Decree No. 231/2001, made 
available on the Company’s website (www.wiit.cloud), in the 
Governance/ Supervisory Board and Code of Ethics” 
section. 
“Supervisory Board” 
WIIT’s Supervisory Board, appointed by the Board of 
Directors as per Article 6 of Legislative Decree No. 
231/2001. 
“RPT Policy” 
WIIT S.p.A.’s Related Party Transactions Policy. 
“Consob RPT Regulation” 
The Regulation adopted by Consob with Resolution No. 
17221 of March 12, 2010, as subsequently amended and 
supplemented. 
“Issuers’ Regulation” 
The enacting regulation of the CFA concerning the 
governance of issuers, adopted by Consob with Resolution 
No. 11971 of May 14, 1999, as subsequently amended and 
supplemented.

5 
 
“Report” 
This Corporate Governance and Ownership Structure 
Report. 
“Remuneration Report” 
The Remuneration Policy and Report for 2022, drawn up as 
per Article 123-ter of the Consolidated Finance Act (CFA), 
and Article 84-quater of the Issuers’ Regulation, and made 
available on the Issuer’s website (www.wiit.cloud), which 
provides an analysis of the remuneration of WIIT’s 
Directors, Statutory Auditors and Senior Executives. 
“Independent Audit Firm” 
Deloitte & Touche S.p.A., with registered office in Via 
Tortona 25, Milan, and Tax Code, VAT and Milan, Monza 
Brianza and Lodi Companies Register No. 03049560166. 
“By-Laws” 
The Company’s By-Laws. 
“CFA” 
Legislative Decree No. 58 of February 24, 1998 (as 
subsequently amended and supplemented). 
“WIIT” or the “Issuer” or the 
“Company” 
WIIT S.p.A., with registered office in Via dei Mercanti 12, 
Milan, and Tax Code, VAT and Milan, Monza Brianza and 
Lodi Companies Register No. 01615150214. 
“WIIT Fin” 
WIIT Fin S.r.l., with registered office in Via dei Mercanti 12, 
Milan, and Tax Code, VAT and Milan, Monza Brianza and 
Lodi Companies Register No. 05091120963.

6 
 
1 
ISSUER PROFILE 
Description of the Company 
The Company is the parent company of WIIT Group, one of the leading European players in 
the Cloud Computing market, and, in particular, the Hybrid Cloud and Hosted Private Cloud 
sectors for businesses. The WIIT Group specializes in cloud solutions for critical applications, 
that is, applications that may have an impact on business continuity, such as the main 
Enterprise Resource Planning (ERP) solutions on the market (e.g. SAP, Oracle, Microsoft) and 
other custom, ad hoc developed applications. 
The WIIT Group has created and adopted service models that establish direct control over the 
entire service and technical component production chain. These make use of internal expertise 
and assets, in particular the primary Data Centre in Milan, certified by the Uptime Institute LLC 
of Seattle (USA) as “Tier 4”, certifying the highest level of reliability, namely continual, 
interruption-free service.  
Regarding SAP outsourcing services in particular, WIIT has obtained 6 of the 7 available 
certifications in the “SAP Outsourcing Operation” area, and is, therefore, together with another 
company based in India, the most certified partner in the world. 
WIIT Group’s clientele is mainly composed of leading companies operating in various 
manufacturing and industrial sectors.  The WIIT Group provides services on the basis of multi-
year contracts, and has recorded particularly high contract renewal rates over the last few 
years.  
Governance model adopted by the Issuer 
The Company has adopted a traditional management model, with a management body, Board 
of Directors, and Board of Statutory Auditors. 
Furthermore, the Company’s ordinary and extraordinary Shareholders’ Meetings resolve, 
among other things, on: (i) the appointment, dismissal and remuneration of Board members; 
(ii) the approval of financial statements and the allocation of profits; (iii) amendments to the 
By-Laws; (iv) the appointment of the independent audit firm, on motivated proposals by the 
Board of Statutory Auditors; and (v) extraordinarily, significant amendments to the By-Laws. 
The Board of Directors consists of five to eleven members, who remain in office for three years, 
until the date of the Shareholders’ Meeting for the approval of the financial statements for the 
last year of their office, with the broadest powers for the Company’s ordinary and extraordinary 
administration. 
The Board of Directors has set up two internal advisory committees: the Appointments and 
Remuneration Committee and the Control, Risks and Related Parties Committee. 
Specifically: (i) the Appointments and Remuneration Committee is assigned, as per Articles 4 
and 5 of the Corporate Governance Code, an advisory role regarding the appointment of 
Directors and the remuneration of Directors and Senior Executives; (ii) the Control, Risks and 
Related Parties Committee is assigned, as per Article 6 of the Corporate Governance Code, 
an advisory role on Board decisions regarding the Internal Control and Risk Management 
System and the approval of financial statements, in addition to the role assigned as per the 
Consob Related Party Transactions Regulation to a committee wholly or by a majority 
composed of Independent Directors.

7 
 
The Board of Statutory Auditors, made up of three Statutory Auditors and two Alternate 
Auditors, is responsible for supervising compliance with the law and the By-Laws; 
The statutory audit is carried out by Deloitte & Touche S.p.A.   
The Company has a Supervisory Board monitoring compliance with the 231 Model, appointed 
by and reporting directly to the Board of Directors. 
The roles and responsibilities of the Board of Directors, Board of Statutory Auditors, 
Shareholders’ Meeting and independent audit firm are further described below in the Report. 
Sustainability and social responsibility 
Sustainable success guides the actions of WIIT’s Board of Directors in the belief that promoting 
the sustainability of the natural ecosystem and contributing to the well-being of the community 
are elements that a company with sound principles cannot ignore. 
WIIT believes that a “Cloud Company”, whose business model is based on data center 
technology and infrastructures, is by definition an “energy-intensive” entity. Nonetheless, over 
the years, the Company has implemented a number of projects and initiatives to demonstrate 
its commitment and attention to “social sustainability”, particularly by:  
- 
adopting an “Environmental Sustainability Goal (ESG) Policy” (made available on the 
Company’s website, www.wiit.cloud, in the Company/Sustainability/Documents section), 
with a time horizon of 2030, in line with the Sustainable Development Goals (SDGs) of 
the United Nations 2030 Agenda; 
- 
adopting an “ESG Governance Model” to monitor sustainability at various levels of the 
Company. The Model provides for the following roles and corporate bodies:  
o 
ESG Board Member: responsible for the strategic management of sustainability at 
the Group, directing the activities of the ESG Committee;  
o 
Sustainability Manager: monitors developments related to the sustainability topics, 
coordinates the definition of the Group's strategy in this area, ensuring that it 
becomes embedded; 
o 
ESG Committee: contributes to defining the sustainability strategy and the related 
communication plan, as well as supervising all the Group's activities in this area; 
o 
ESG Ambassador: identified within the various Group companies, they are 
responsible for the development of specific ESG initiatives and promote the spread 
of a sustainable culture both within the organization and externally.  
- 
constantly investing in efficient technologies, in line with the most modern “green 
policies”, with the twofold goal of optimizing energy consumption and minimizing 
environmental impacts; 
- 
voluntarily publishing, since 2019, a “Sustainability Report” (made available on the 
Company’s website (www.wiit.cloud) in the Company/Sustainability/Documents section);  
- 
promoting stakeholder engagement activities.  
Furthermore, the Company constantly participates in childhood association and institutional 
projects, particularly in areas of family hardship and the development of young talent. For 
example, for some years now, it has supported the non-profit “I Bambini delle Fate” (“Children 
of the Fairies”), which finances social projects, managed by parents’ associations, institutions 
and hospitals, for children with autism or disabilities. Since 2021, it has also supported the 
non-profit Theodora Foundation, which, through social, healthcare, charity, educational and 
training action, provides entertainment and other initiatives to help children cope with 
hospitalization in specialist healthcare and social facilities.

8 
 
Statement on the categorization as a “Small or Medium-sized Enterprise (SME)”, “large 
company”, or “concentrated ownership company” 
Pursuant to Article 1, paragraph 1, letter w-quater.1) of the CFA, "SMEs" are: "without prejudice 
to the provisions of other legal provisions, small and medium-sized enterprises, issuers of listed 
shares, with a market capitalization of less than Euro 500 million. Listed issuers who have 
exceeded both these thresholds for three consecutive years are not considered SMEs.” 
That said, we note that the Company falls within the definition of “SME” as per Article 1, 
Paragraph 1, Letter w-quater.1 of the CFA and Article 2-ter of the Consob Issuers’ Regulation 
(1), in view of its market capitalization in the years 2019, 2020 and 2021(2). Thus, the relevant 
threshold for disclosure obligations, as per Article 120, Paragraph 2, of the CFA, is equal to 
5% of the share capital (instead of 3%). 
As per the Corporate Governance Code, the Company qualifies as a “concentrated ownership 
company,” and does not fall within the category of a “large company”. 
* * * 
This Report contains the information referred to in Article 123-bis of the CFA. 
This is accomplished by providing: 
a) 
some general information on the corporate governance structure adopted by the 
Company, including, in particular, relevant statutory provisions relating to the Board of 
Directors, Board of Statutory Auditors and Shareholders’ Meeting; 
b) 
a description of the rules adopted by the Board of Directors, and, as applicable, by the 
Board of Statutory Auditors, regarding the recommendations of the Corporate 
Governance Code. 
2 
INFORMATION ON THE OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-
BIS, PARAGRAPH 1, CFA) AT THE REPORT DATE 
 SHAREHOLDERS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LETTER A), 
CFA) 
At the Report Date, the fully subscribed and paid share capital of WIIT is equal to Euro 
2,802,066, comprising 28,020,660 ordinary shares, with no indicated par value, as detailed 
below. 
 
No. of 
shares 
No. of voting 
rights 
Market listing 
Rights and 
obligations 
Ordinary 
shares 
28,020,660 
41,897,320 
EXM (STAR 
segment) 
Pursuant to 
statutory law and 
the By-Laws 
WIIT has not issued other share categories, nor convertible financial instruments 
exchangeable for shares. 
 
 
 
 
 
(1) As per Article 2-ter of the Consob Issuers’ Regulation: “For the purposes of Article 1, Paragraph 1, Letter 
w-quater.1, of the CFA, for the qualification of SME, capitalization shall correspond to the simple average 
of daily capitalizations calculated with reference to the official price, recorded during the year”.  
(2) Capitalization equal to (i) Euro 148,640,932 for the year 2019; (ii) Euro 330,182,217 for the year 2020; and 
(iii) Euro 602,398,086 for the year 2021.

9 
 
At the Report Date, the Company holds 1,292,663 treasury shares, equal to 4.61% of WIIT’s 
share capital. 
For information on the increase in voting rights, see Paragraph 2.4 of the Report. 
 RESTRICTION ON THE TRANSFER OF SHARES (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 1, LETTER B), CFA) 
There are no restrictions on share transfers, without prejudice to shareholding representation, 
legitimation and circulation provisions for regulated market securities trading. 
 SIGNIFICANT HOLDINGS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, 
LETTER C), CFA) 
At the Report Date, as per the disclosure provisions of Article 120 of the CFA and Article 143-
quater, Paragraph 5, of the Issuers’ Regulation, WIIT’s significant shareholders under the 
definition of Article 120 of the CFA are as follows:  
Shareholder 
Direct 
Shareholder 
Number of 
shares held 
% of share 
capital 
% of voting 
rights 
Alessandro Cozzi 
WIIT Fin(*) 
15.407.560(**) 
55.07% 
69.95% 
 
(*) The share capital of WIIT Fin is held 99.58% by Alessandro Cozzi and 0.42% by his spouse Amelia Bianchi. 
(**) Of which 22,410 held directly by Alessandro Cozzi.  
The total voting rights and updated list of shareholders with a stake of more than 5% of the 
share capital, entitled to and having increased voting rights, as per Articles 85-bis, Paragraph 
4-bis, and 143-quater, and Paragraph 5, of the Issuers’ Regulation, are published on the WIIT 
website (www.wiit.cloud), in the Company/Governance/Increased vote section. 
 SHARES WHICH CONFER SPECIAL RIGHTS (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 1, LETTER D), CFA) 
Article 7 of the By-Laws regulates increased shareholder voting rights. 
At the Report Date, WIIT Fin has increased voting rights for 13,876,660 shares (equal to 
49.52% of the share capital), corresponding to 66.24% of the total voting rights.  
 EMPLOYEE SHAREHOLDINGS: VOTING MECHANISM (PURSUANT TO ARTICLE 
123-BIS, PARAGRAPH 1, LETTER E), CFA) 
At the Report Date, there are no employee share ownership plans with mechanisms whereby 
votes are not attached. 
 VOTING RESTRICTIONS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, 
LETTER F), CFA) 
At the Report Date, no restrictions are placed on voting rights other than those required by law. 
 SHAREHOLDER AGREEMENTS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 
1, LETTER G), CFA) 
At the Report Date, the Company is not aware of the existence of any significant shareholder 
agreements pursuant to Article 122 of the CFA. 
 CHANGE OF CONTROL CLAUSE (PURSUANT TO ARTICLE 123-BIS, CFA, LETTER 
H), CFA) AND STATUTORY PROVISIONS CONCERNING PUBLIC PURCHASE 
OFFERS (PURSUANT TO ARTICLE 104, PARAGRAPH 1-TER AND 104-BIS, 
PARAGRAPH 1, CFA)

10 
 
 
WIIT and its subsidiaries have not entered into any significant agreements that take effect, are 
modified or are terminated in the event of a change in the control of the contracting company, 
except for as provided by the Regulation of the bond issued by WIIT on October 7, 2021 and 
entitled “Up to € 150,000,000 Senior Unsecured Fixed Rate Notes due 7 October 2026” 
(respectively, the “Regulation” and the “Bond”). For further information, see the Bond 
Regulation 
made 
available 
on 
the 
Company 
website, 
(www.wiit.cloud), 
in 
the 
Investors/Documents/2021 Bond section. 
As per Article 9 of the By-Laws, the Board of Directors and any delegated bodies may, without 
the need for authorization from the Shareholders’ Meeting:  
- 
undertake acts or transactions to oppose the achievement of the objectives of a public 
purchase or exchange offer, from the notification set out in Article 102, paragraph 1, of 
the CFA until the offering period ends or the offer expires;  
- 
implement decisions before the commencement of the period indicated in letter a) above, 
which have not yet begin implemented in full or in part and which are not within the scope 
of the normal activities of the Company, and whose implementation could negate the 
achievement of the objectives of the offer.  
The By-Laws also provide that, pursuant to Article 106, paragraph 3-quater, of the CFA, the 
obligation set out in Article 106, paragraph 3, letter b), of the CFA will not apply until the date 
of the Shareholders’ Meeting called to approve the financial statements for the fifth year from 
listing. 
 POWER TO INCREASE THE SHARE CAPITAL AND AUTHORIZATION TO USE 
TREASURY SHARES (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LETTER 
M), CFA) 
 Powers to increase the share capital 
By motion of the Extraordinary Shareholders’ Meeting on November 30, 2018, the Company 
resolved to grant the Board of Directors the power, pursuant to Article 2443 of the Civil Code, 
to undertake a paid share capital increase, on one or more occasions, with the option for 
division pursuant to Article 2439 of the Civil Code, by November 30, 2023 (i.e., the fifth year 
from the date of the resolution by the Shareholders’ Meeting), with the exclusion of option 
rights pursuant to Article 2441, paragraph 4, first and second sentences, of the Civil Code (i.e., 
by contribution in kind and/or in cash), through the issue of a number of ordinary shares not 
exceeding 10% of pre-existing share capital at the date of execution of the delegated power, 
where applicable, and in any event, up to a nominal amount not to exceed Euro 265,206.60, 
with the option to set an additional share premium. 
In partial execution of the power granted to the Board of Directors by the Extraordinary 
Shareholders' Meeting of November 30, 2018, the Board of Directors, at its meeting of June 7, 
2021, resolved to increase, on a divisible basis, the Company's paid-in share capital, for a 
maximum nominal amount of Euro 150,000, through the issue of up to 1,500,000 new ordinary 
shares, with no nominal value, with an implied accounting par value of Euro 0.10, with regular 
dividend rights, and with the exclusion of option rights pursuant to Article 2441, paragraph 4, 
second part, of the Civil Code, to be offered for subscription to qualifying investors (as defined 
as per Article 2(1)(e) of Regulation (EU) 2017/1129 or Regulation (EU) 2017/1129 as 
transposed into the national law of the United Kingdom by virtue of the European Union 
Withdrawal Act 2018) in Italy, the European Economic Area and the United Kingdom and 
institutional investors abroad, excluding the United States of America, Canada, Japan, 
Australia, South Africa and any other country or jurisdiction in which the offer or sale of the 
Offer Shares is prohibited by law or in the absence of exemptions, as well as in the United 
States of America to qualified institutional investors, "QIBs”, or pursuant to other exemptions 
from registration requirements under US law. On June 10, 2021, the aforementioned capital 
increase of a nominal value of Euro 150,000 was fully subscribed and paid-in.

11 
 
 Authorization to use treasury shares 
On May 5, 2021, the Shareholders’ Meeting resolved (subject to revocation, for the portion not 
yet executed, of the authorization approved by motion of the Shareholders’ Meeting of April 
29, 2020), inter alia: (a) to authorize, as per Articles 2357 et seq. of the Civil Code, for eighteen 
months from the effective authorization date, on one or more occasions, and at any time, the 
purchase of WIIT no-par value common stock equal to a maximum of 265,207 shares, 
corresponding to 10% of the share capital, in compliance with applicable legal, regulatory and 
EU provisions, in order to provide the Company with a stock of treasury shares to dispose of 
as part of any extraordinary finance transactions or other uses deemed of financial, managerial 
or strategic interest, including the exchange of shareholdings with other parties, and 
remuneration plans based on adopted financial instruments; and (b) to establish that 
purchases are to be made, inclusive of purchase costs, at no more than 15% lower and no 
more than 15% higher than the official price of WIIT ordinary shares as registered by Borsa 
Italiana S.p.A. in the stock exchange session preceding the one in which the purchase is made. 
At December 31, 2021, the Company held 1,281,550 treasury shares, amounting to 4.57% of 
the share capital.  
 DIRECTION AND CO-ORDINATION ACTIVITIES (PURSUANT TO ARTICLE 2497 AND 
SUBSEQUENT OF THE CIVIL CODE) 
At the Report Date, the Issuer is not subject to management and coordination activities by 
another entity. 
At the Report Date, the Company is directly controlled by WIIT Fin S.r.l., a company in turn 
controlled by Alessandro Cozzi.  
The absence of management and coordination on the Issuer can be concluded, inter alia, from 
the following circumstances (i) the main decisions relating to the management of the Issuer's 
business are taken within the Issuer's own bodies; (ii) the Issuer's Board of Directors is 
responsible, among other matters, for the examination and approval of the Issuer's strategic, 
industrial and financial plans and budgets, the examination and approval of the Issuer's 
financial policies and access to credit, the examination and approval of the Issuer's 
organizational structure, the assessment of the adequacy of the Company's organizational, 
administrative and accounting structure; (iii) the Issuer operates in full autonomy with regard 
to the conduct, even indirectly through Group companies, of relations with customers and 
suppliers, without any involvement of third parties to the Issuer; (iv) no shareholder exercises 
any centralized treasury functions on behalf of the Issuer. 
3 
COMPLIANCE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER A), CFA) 
The Company complies with the Corporate Governance Code. 
The Corporate Governance Code is accessible to the public on the website of the Corporate 
Governance 
Committee 
at 
https://www.borsaitaliana.it/comitato-corporate-
governance/codice/2020.pdf  
* * * 
Neither the Issuer nor its subsidiaries with strategic importance are subject to laws in force 
outside Italy which affect the Corporate Governance structure. 
4 
BOARD OF DIRECTORS 
 ROLE OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 2, LETTER D), CFA)

12 
 
 Board powers 
Article 16 of the By-Laws provides that the Board of Directors shall be granted all the broadest 
powers of ordinary and extraordinary administration not mandatorily reserved by law to the 
Shareholders’ Meeting, without prejudice to specific powers attributed by the By-Laws, by law, 
and by regulations applicable to the Shareholders’ Meeting. In addition to issuing non-
convertible bonds, the Board of Directors may also pass motions regarding mergers and de-
mergers, in the cases provided for by law, the opening and closing of branch offices, the 
appointment of Directors, in addition to the Chairperson, as company representatives, the 
reduction of the share capital in the case of withdrawal of the shareholders, the amendment of 
the By-Laws in accordance with the law and the transfer of the registered office within Italian 
national territory. 
The Board of Directors performs, among others, the following duties: 
a) 
examines and approves the business plan of the Company and the Group, including on 
based on analysis of issues of long-term value creation;  
b) 
periodically monitors the implementation of the business plan and assesses the general 
operating performance, periodically comparing the results achieved with those planned;  
c) 
defines the nature and level of risk compatible with the strategic objectives of the 
Company, including in its assessments every element considered significant with regard 
to the sustainability success of the Company (for more information see Paragraph 1, 
sub-paragraph “Sustainability and social responsibility”);  
d) 
defines the Company’s corporate governance system and the structure of the Group, 
evaluating the adequacy of the Company’s organizational, administration and accounting 
system [and that of its strategically significant subsidiaries], with particular reference to 
the Internal Control and Risk Management System; 
e) 
resolves in relation to operations of the Company and its subsidiaries that have a 
significant strategic, economic, equity or financial impact on the Company; 
f) 
in order to ensure the correct management of corporate information, on the proposal of 
the Chairperson in conjunction with the Chief Executive Officer, adopts a procedure for 
the internal management and external communication of documents and information 
relating to the Company, with particular regard to inside information (for more information 
see Paragraph 5). 
During the year, the Board of Directors regularly monitored the implementation of the budget 
and its business plan, and assessed the general performance of its business, comparing 
results achieved with those planned. 
As part of initiatives to improve the efficiency of the Group structure, on March 16, 2022, the 
Board of Directors unanimously approved, as per Articles 2501-ter and 2505 of the Civil Code, 
the merger by incorporation of Adelante S.r.l., Matika S.p.A. and Etaeria S.p.A. (jointly the 
“Merging Companies”) into the Company.  
The merger will allow the Company to incorporate business activities previously carried out in 
the Merging Companies (all companies that are and will be at the date of completion of the 
merger directly and wholly owned by the Company). Moreover, the merger will optimize the 
coordination, operations and synergies of the Merging Companies, bringing together and thus 
reducing the structural fixed costs of the separate legal entities, with operational and economic 
efficiency benefits that will strengthen WIIT Group’s position as a leading European player in 
the sectors in which it operates.

13 
 
 Board meetings and disclosure to the Board of Directors 
In the year, the Board of Directors met 8 times, with an average meeting duration of 
approximately 1.5 hours, and member attendance of approximately 94%. 
The Executive Officer for Financial Reporting attended all Board meetings relating to the 
approval of the interim reports, the condensed half-year financial statements, the separate 
financial statements and the consolidated financial statements or other data or matters 
considered of significance for their declarations which they are required to complete, and also 
attended on any occasion considered beneficial by the Chairperson of the Board of Directors, 
in consideration of matters which may impact the accounting disclosure of the Company or the 
companies included in the consolidation scope or related to such. 
The Board of Directors received pre-meeting information sufficiently in advance, in general, at 
least 3 days before each meeting. The Chairperson of the Board of Directors ensured that the 
documentation relating to the matters on the Agenda was made available to the Directors and 
Statutory Auditors by this deadline, except in cases of particular urgency or necessity. Enough 
time was given, in any case, to expand on the information during the meetings. In any case, 
reports to the Board on important matters, management trends and economic results were 
deemed sufficiently complete. 
We note that, from the close of the Year to the Report Date, the Board of Directors met 3 times. 
Furthermore, on the basis of the 2022 financial calendar published on the Issuer’s website 
(www.wiit.cloud) in the Investors/Financial Calendar section, the Board of Directors is 
scheduled to meet on the following dates: 
- 
March 17, 2022, for the approval of the draft financial and consolidated financial 
statements for the year ending December 31, 2021; 
- 
May 11, 2022, for the approval of the consolidated interim report at March 31, 2022; 
- 
September 13, 2022, for the approval of the consolidated half-year report at June 30, 
2022; 
- 
November 10, 2022, for the approval of the consolidated interim report at September 
30, 2022. 
Regarding the Company’s financial calendar, we note that WIIT, as a STAR issuer, draws up 
and publishes quarterly reports. 
Quarterly reports are disclosed via press release following their approval by the Board, as per 
Article 82-ter, Paragraph 3, of the Issuers’ Regulation. 
 APPOINTMENT 
AND 
REPLACEMENT 
OF 
DIRECTORS 
AND 
BY-LAW 
AMENDMENTS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LETTER L), 
CFA)  
Article 14 of the Company’s By-Laws provides for a minimum of 5 and a maximum of 11 Board 
of Directors members.  All Directors must satisfy the eligibility and good standing requirements 
established by applicable law and other provisions. In addition, in accordance with the legal 
and regulatory requirements, a number of Directors should be independent. The members of 
the Board of Directors may not be appointed for a period beyond 3 years and remain in office 
until the date of the Shareholders’ Meeting called to approve the financial statements for their 
final year of office, subject to the conditions of discontinuation and lapse established by law 
and these By-Laws.

14 
 
Article 15 of the By-Laws also provides that the ordinary Shareholders' Meeting, before the 
appointment of the Board of Directors, determines the number of Board members and the 
duration of office.  
The Directors are appointed by the Shareholders’ Meeting on the basis of slates presented by 
the shareholders or the Board of Directors in which the candidates are listed for a number not 
greater than those to be elected, by means of progressive number.  
Each candidate may be presented on only one slate at the risk of being declared ineligible.  
A shareholder cannot present or contribute to or vote for more than one slate, including through 
a nominee or trust company.  
If a shareholder has contributed to the submission of more than one slate, the submission of 
the slate concerned will be invalid where the inclusion of the shareholder’s interest is crucial 
to reaching the required threshold.  
Shareholders may present slates where they are entitled to vote and individually or together 
with other shareholders they represent at least the percentage of subscribed share capital at 
the date of submission of the slate, established and published by Consob pursuant to the 
Issuers’ Regulation, to be stated from time to time in the notice of the Shareholders’ Meeting 
called to resolve on the appointment of the Board of Directors.  
For the purposes of determining this minimum holding necessary to submit slates, reference 
is made to the shares which have been registered in favor of the shareholder on the day on 
which the slates are filed with the Company. The relative ownership certificate may be sent 
after filing of the slate, although by the deadline for the publication of slates by the Company.  
In nominating Directors to stand for election, account is not taken of the slates which have not 
obtained at least half of the votes required by the By-Laws, or by applicable law or regulations, 
for the presentation of the slates.  
Each slate containing three or fewer candidates must include, at least one (1) Director meeting 
the independence requirements set by applicable law and regulations, indicated separately 
from the others. In addition, each slate containing fewer than eight and more than three 
candidates must include at least two (2) Directors meeting the independence requirements set 
by applicable law and regulations, indicated separately from the others. Finally, each slate 
containing more than eight candidates must include at least three (3) Directors meeting the 
independence requirements set by applicable law and regulations, indicated separately from 
the others. Moreover, where required by applicable law and regulations, each slate containing 
three (3) or more candidates must include candidates of both genders, as indicated in the 
Shareholders’ Meeting call notice, in order to ensure compliance with applicable law and 
regulations on gender equality.   
Each slate must be accompanied by (i) the candidates’ curricula vitae, including an exhaustive 
presentation of the candidates’ personal and professional profiles, (ii) certification of 
qualification as independent, where appropriate, in accordance with applicable law and 
regulations, (iii) declarations by which the individual candidates accept their candidature and 
declare, in good faith, that they are not subject to any grounds for ineligibility or incompatibility 
in accordance with the law, in addition to satisfying the requirements, if any, set out by the 
applicable law and regulations for members of the Board of Directors and (iv) the additional 
information required by applicable law and regulations and by the By-Laws, as indicated in the 
notice of the meeting.   
Each slate must be signed by the shareholders who submitted and filed it with the registered 
office by the 25th (twenty-fifth) day prior to the date of the Shareholders’ Meeting in first or 
single call, without prejudice to the legal filing deadlines for calls to meet after the first, and 
must be made available to the public in accordance with applicable law and regulations.

15 
 
Without prejudice to the option of submitting certification establishing possession of the equity 
interest by the deadline set by the Company for the presentation of slates, information 
concerning the identity of the shareholders who have presented the slate and their collective 
shareholding must be provided upon submission of the slate.  
Shareholders other than those who separately or jointly hold a controlling or relative majority 
shareholding must also submit a declaration certifying the absence of connecting relationships 
with these latter shareholders.  
The slate, if any, submitted by the Board of Directors (i) must be filed and published, in the 
manner directed by the legislation governing the submission of slates by shareholders, by the 
30th (thirtieth) day prior to the date of the Shareholders’ Meeting in first or single call, without 
prejudice to the legal filing deadlines for call to meet after the first, and must be made available 
to the public in accordance with applicable law and regulations governing slates submitted by 
shareholders, in addition to (ii) meeting the requirements established for the submission of 
slates by shareholders, mutatis mutandis.   
Slates presented in violation of the above rule are considered null and are not voted upon.  
The Board of Directors is appointed as follows: a) from the slate obtaining the highest number 
of votes (the “Majority Slate”), based on the progressive numbering of the slate, all Directors 
except 1 (one) are elected. The candidate listed first on the Majority Slate is elected as 
Chairperson of the Board of Directors; b) From the slate obtaining the second highest number 
of votes and that is not associated, even indirectly, with the shareholders who presented or 
voted for the Majority Slate (the “Minority Slate”) the first candidate on the slate is elected.  
If no slate other than the Majority Slate has received at least half the votes required for its 
submission, all members of the Board of Directors will be drawn from the Majority Slate (by 
way of exception to the above).  
Should two slates receive the same number of votes, the Shareholders’ Meeting will hold a 
second run-off vote between the two tied slates and the slate that receives the most votes will 
be the winner.  
Where it proves impossible to complete the composition of the Board of Directors according to 
the foregoing procedure, it will be completed by drawing any candidates not yet elected from 
the Majority Slate, in the order presented, in a manner that ensures satisfaction of the 
independence and gender requirements established by applicable law and regulations.  
Where the composition of the Board of Directors from the application of the previous 
paragraphs does not ensure compliance with the gender equality regulations, taking into 
account their order on the slates, the last elected member of the Majority Slate belonging to 
the over-represented gender will be replaced to ensure compliance with this regulation, by the 
first non-elected candidate on the same slate belonging to the under-represented gender. In 
the absence of candidates from the under-represented gender of the Majority Slate of a 
sufficient number to proceed with replacement, the Shareholders’ Meeting appoints the Board 
member through statutory majority, ensuring compliance with the requirements. In any event, 
elected members of the over-represented gender who meet the independence requirements 
imposed by applicable law and regulations must be replaced by persons also meeting these 
requirements.  
The same procedure will apply, mutatis mutandis, when the number of Independent Directors 
required by applicable law and regulations has not been elected.

16 
 
Should only one slate be presented, the Shareholders' Meeting will vote on it. Should this slate 
obtain the relative majority, the candidates listed will be elected as Directors in sequential 
order, up to the number fixed by the Shareholders’ Meeting, without prejudice to satisfaction 
of the requirements imposed by applicable law and regulations and by the By-Laws regarding 
the composition of Boards of Directors, and, in particular, gender parity. The candidate listed 
first on the slate is elected as the Chairperson of the Board of Directors.  
If no slates are submitted, or if the application of the criteria laid down above does not permit 
the election of all members of the Board of Directors, the Shareholders’ Meeting will proceed 
therewith immediately, by motion passed by simple majority, on the proposal of the vote-
holders present, while ensuring satisfaction of the requirements set by applicable law and 
regulations and the By-Laws with regard to the composition of Boards of Directors and, in 
particular, gender parity.   
Slate voting is applied only in the case of the renewal of the entire Board of Directors.  
If one or more Directors cease to hold office for any reason, those remaining in office will 
replace the outgoing Directors through co-option, without the use of slates, while ensuring 
satisfaction of the requirements set by applicable law and regulations and the By-Laws with 
regard to the composition of Boards of Directors and, in particular, gender parity. Pursuant to 
Article 2386 of the Civil Code, Directors are elected by the Shareholders’ Meeting by the legal 
majorities, without the use of slates, while ensuring satisfaction of the requirements set by 
applicable law and regulations and the By-Laws with regard to the composition of Boards of 
Directors and, in particular, gender parity. The Directors thus elected cease to hold office 
together with those in office when they are elected. 
 COMPOSITION OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 2, LETTER D) AND D-BIS) CFA) 
 Composition 
The Shareholders’ Meeting of May 5, 2021 appointed 9 Board of Directors members for an 
office of three years, until the Shareholders’ Meeting for the approval of the financial 
statements at December 31, 2023. Specifically, on the basis of the single slate presented by 
the shareholder WIIT Fin, holder of 57.85% of the share capital of WIIT and 73.25% of the 
voting rights, the following Directors were appointed: 
- 
Riccardo Sciutto;  
- 
Alessandro Cozzi;  
- 
Igor Bailo; 
- 
Francesco Baroncelli; 
- 
Enrico Rampin; 
- 
Annamaria Di Ruscio (independent); 
- 
Emanuela Basso Petrino (independent); 
- 
Nathalie Brazzelli (independent); and 
- 
Stefano Dario.  
The same Shareholders’ Meeting of May 5, 2021 appointed Riccardo Sciutto as Chairperson 
of the Board of Directors.

17 
 
The provenance details of the Directors is made available on the Company’s website 
(www.wiit.cloud), in the Company/Governance/Shareholders’ Meeting section. 
At the close of the Shareholders’ Meeting, the new Board of Directors met and:  
a) 
granted operating powers to the following Directors: (i) Alessandro Cozzi (Chief 
Executive Officer); (ii) Igor Bailo (Group Chief Operating Officer); (iii) Francesco 
Baroncelli (Chief Merger & Acquisitions Officer); and (iv) Enrico Rampin (Chief Sales 
Officer); 
b) 
assessed and declared the meeting of: (i) the good standing requirements of all 
Directors; and (ii) the independence requirements as per Article 148, paragraph 3 of the 
CFA, as referred to an Article 147-ter, paragraph 4 of the CFA, in addition to the 
Corporate Governance Code, of the Directors Annamaria Di Ruscio, Emanuela Teresa 
Basso Petrino and Nathalie Brazzelli. 
Below is a summary curriculum vitae of each member of the Board of Directors, indicating their 
most relevant expertise.  
Riccardo Sciutto; Senior Manager with over 25 years’ experience in the luxury sector, he 
adopts an approach designed to achieve results by creating and developing global, 
multichannel brands. His success in the industry culminated in his appointment as CEO of the 
Sergio Rossi Group in April 2016. He has been a member of WIIT’s Board of Directors since 
2018 and sits on its relative committees. He embraces change with a passion for innovation 
and excellence that combines vision, a creative mindset, and an entrepreneurial approach. 
Alessandro Cozzi. WIIT Group founder and majority shareholder. In the late '90s, he decided 
to create a high-level enterprise operating in the IT outsourcing sector and therefore founded 
WIIT, overseeing its growth into the present day. In addition to acting as Chief Executive 
Officer, he possesses a unique strategic expertise and is an inexhaustible source of energy 
and inspiration for the entire Group. 
Igor Bailo. After graduating with honors in Management Engineering from the University of 
Padua, he earned an MBA from the University of California, Berkeley. After launching his 
career at McKinsey & Company, from 1998 to 2006, he has held a series of positions of 
increasing responsibility in IT and operations at various national and European banking 
institutions, finally joining, in 2017, the leading Italian IT outsourcer CSE Group, as General 
Manager of CSE Consulting. His appointment at WIIT sees him taking the helm of the Group’s 
integration and internationalization process. 
Francesco Baroncelli. An entrepreneur and manager with 20 years of experience in the ICT 
sector, he has contributed to the development and restructuring of medium-large Italian 
companies and startups. With an academic career spanning a degree in Business and 
Economics from the University of Florence and an MBA from the SDA Bocconi School of 
Management, today he is co-founder of ABC Capital Partners, and drives the strategic growth 
of WIIT as its Chief Mergers & Acquisitions Officer. 
Enrico Rampin. He has dedicated his entire career to developing new geographical areas, 
markets 
and 
distribution 
channels 
for 
ICT 
products 
and 
services. 
Thanks to his considerable experience as a Sales Manager, he has acquired extensive know-
how in the management of sales departments and resources. He worked for many years at 
Oracle, where he successfully handled Applications sales, taking direct responsibility for 
business development goals. Since 2009, he has been WIIT’s Chief Sales Officer. 
Annamaria Di Ruscio. At 32, she co-founded Net Consulting, after her experiences at Nomos 
and Gartner. Today she is majority shareholder and Chief Executive Officer at Netconsulting 
Cube, and Chairperson and Chief Executive Officer of Sirmi. Her work supports user 
companies, investment funds and suppliers in understanding digital market trends, identifying 
opportunities to innovate processes, and using technology to create new products and 
services. She is Independent Director of Piteco and since 2017 she has been named among 
StartUp Magazine’s 150 women of innovation - Unstoppable Woman.

18 
 
Emanuela Basso Petrino. After graduating in Law - with a specialization in commercial law - 
from Milan State University in 1998, she practiced as part of the legal team at Clifford Chance 
and later Latham & Watkins, acquiring significant expertise in the fields of international M&A 
and restructuring, real estate, corporate finance and debt restructuring. Since 2013, she has 
dedicated herself to the management and development of the Theodora Foundation, becoming 
its Executive Director in 2019. At WIIT she is Chairperson of the Remuneration and 
Appointments Committee. 
Nathalie Brazzelli. Having graduated in Business, Economics and Law from Bocconi 
University, she is a member of the Milan Order of Chartered Accountants and a registered 
Statutory Auditor. She deals with corporate tax consultancy, mergers and acquisitions, and tax 
planning, for national and international groups. She has, in particular, gained significant 
expertise in private equity transactions, and is recognized as a leading professional in this as 
well as the M&A tax field. 
Stefano Dario. With over 30 years of experience in the IT world, Stefano began his career 
with Olivetti in Padua. His journey as an entrepreneur began in 1992, when he became 
founding partner of Matika S.p.A., which joined the WIIT Group in 2019. A proponent of 
“learning by doing”, in addition to extensive experience in the fields of infrastructure and cyber 
security Stefano has honed his creative skills and his abilities in management and business 
finance through a combination of on-the-job learning and a master’s degree in Extraordinary 
Finance from the CUOA Foundation in Altavilla Vicentina (Vicenza). 
 Diversity criteria and policies  
Up until the Report Date, the Company has not adopted any specific or gender diversity criteria, 
deeming it sufficient, for the composition of its Board of Directors, to comply with legal and By-
Law requirements. 
Specifically: 
a) 
as per Article 2 of Law No. 120 of July 12, 2011, requiring, for the first office applicable 
under this legislation, that the under-represented gender obtain a quota equal to at least 
one fifth of elected Directors; 
b) 
as per Recommendation 8 of the Corporate Governance Code, requiring that at least 
one third of the Board of Directors, where independent, is composed of members of the 
under-represented gender. 
c) 
as per Article 15 of the By-Laws, the composition of the Board of Directors must ensure 
gender equality in compliance with applicable legislative and regulatory provisions. 
Regarding diversity in terms of managerial, professional and international skills, age, and 
seniority of office, no specific criteria have been adopted, except for meeting legal integrity 
requirements and accounting, financial, risk management and remuneration expertise needs 
for the Board’s internal committees. 
We note that, during the year, the Company did not adopt specific gender equality and equal 
opportunities measures. That said, the Company believes that, through constant monitoring, 
its current organization allows for the fulfillment of such principles.

19 
 
 
 Maximum number of offices held in other companies 
The Board of Directors has not felt it necessary to define general criteria relating to the 
maximum number of offices of administration and control in other companies that may be 
considered compatible with the proper carrying out of their duties as Directors of the Issuer. 
The Company has, however, adopted non-formalized working practices relating to the 
obligation of the members of the Board of Directors to accept the office of Director only when 
they believe they can dedicate the necessary time to diligently carry out their duties, also taking 
into account their work and professional commitments and offices held in financial, banking 
and insurance companies or companies of significant size listed on regulated markets 
(including abroad). 
Based on information received from the Directors, we note that with the sole exception of 
Annamaria Di Ruscio’s role in Piteco S.p.A., no Director holds an administrative or audit role 
in any financial, banking, insurance or large company listed on national or foreign regulated 
markets. 
 EXECUTIVE BODIES 
 Chief Executive Officers  
By the Board of Directors’ motion of May 5, 2021, the Executive Directors of the Company 
have been granted powers of ordinary and extraordinary administration commensurate with 
the size of the Company and WIIT Group, and the specific role held.  
Alessandro Cozzi 
Mr. Alessandro Cozzi qualifies as WIIT’s Chief Executive Officer. In this regard, we note that 
there is no interlocking directorate. Mr. Alessandro Cozzi is granted the following powers: 
- 
corporate signature: to sign all business, confidential and private correspondence by 
name preceded by office and Company name. 
- 
procurement contracts: to sign procurement contracts up to Euro 5,000,000 per contract 
per year (with multi-year contract values divided by planned contract duration years), to 
participate in tenders, auctions and bids, including via association and temporary 
business groupings, held by any private company, public body or public administration, 
to present and withdraw offers, to set or withdraw deposits, to enter into relevant 
contracts, and to carry out any practice and formality inherent to such contracts. 
- 
sales contracts: to sign sales contracts up to Euro 5,000,000 per contract per year (with 
multi-year contract values divided by planned contract duration years), to purchase, sell, 
also for ongoing contracts, exchange, import and export machinery, goods and any other 
product and service relating to the company business, setting prices, terms and 
conditions, and granting, where appropriate, rebates and discounts. 
- 
real estate leases: to sign real estate leases up to Euro 2,000,000 per lease, and to enter 
into and withdraw from any lease for the use of real estate for a renewable term not 
exceeding six years. 
- 
movable asset leases: to enter into and withdraw from any registered or unregistered 
movable asset lease, including finance leasing, up to Euro 5,000,000 per lease. 
- 
insurance contracts: to sign insurance contracts up to Euro 500,000 per contract, to enter 
into such contracts with insurance companies and institutes, and to sign relevant policies, 
settle for damages and indemnity claims, and carry out any relevant formalities. 
- 
contracts in general: to sign any contract relating to the ordinary management of the 
Company up to Euro 4,000,000 per contract, to enter into and withdraw from any such 
contract, and to purchase, sell and exchange motor vehicles, carrying out all the 
necessary paperwork.

20 
 
- 
collections and receipts: to demand and collect any sum due to the Company, for any 
cause or motive, without limit of amount, to issue relevant quittances and down payment 
and balance receipts, and to collect unregistered, registered and insured mail, parcels 
and securities, also representative of goods, from post, railways, transport and company 
offices, signing relevant releases. 
- 
banking transactions: 
• 
to open and close, in the name of the Company, current accounts and safety 
deposits, with safety deposit box leasing, and relevant access; 
• 
to issue bank checks and debit and credit instructions on Company current accounts 
up to Euro 10,000,000 per transaction, within the limit of granted credit lines, 
discounting, in any form, the commercial and financial portfolio, cashing and 
recalling checks and bills, and requesting any advances on invoices; 
• 
to request bank sureties and guarantees, up to Euro 10,000,000 per transaction; 
• 
to purchase or sell securities in series or bulk not relating to equity investments in 
subsidiaries or associates, up to Euro 10,000,000 per transaction, to purchase and 
sell foreign currency, and to carry out any other ordinary or extraordinary 
administrative general banking transaction; 
• 
to request credit facilities from credit institutions, on behalf of the Company, on an 
ongoing or occasional basis, both for cash and signature commitments, up to Euro 
10,000,000 per transaction, or equivalent value in a foreign currency, for each bank 
with which the Company has relations, establish relevant conditions and terms of 
use. 
- 
relations with Italian post offices: by single signature, to open and close postal current 
accounts in the name of the Company, and issue relevant postal debit orders, credit and 
debit instructions, and carry out any other relevant transaction or formality of ordinary 
administration up to Euro 100,000 per transaction. 
- 
relations with the public administration: to represent the Company in relations with public, 
local and territorial administrations and chambers of commerce, carrying out any relevant 
formalities or transactions, including signing and submitting applications, appeals and 
documents of any kind, stipulating deeds and contracts, and establishing and 
withdrawing securities in relation to ministries, public debt offices, deposit and loan funds, 
revenue offices, the treasury, finance offices, customs offices, tax offices, municipalities, 
provinces, regions, state property offices and any other public office or body. 
- 
fiscal powers: to represent the Company in any formality relating to taxes, duties and 
contributions, including accepting and appealing assessments, and making settlements, 
up to Euro 5,000,000 per assessment, to submit relevant declarations, appeals, claims, 
briefs, settlement requests and any other documentation before any tax office, authority 
or commission, including the central tax commission, and to accept and collect any 
reimbursements, delegating all or part of these powers to qualified lawyers or 
professionals. 
- 
organization of labor: without limit of amount, (i) to hire, suspend and dismiss Executives, 
middle managers, clerical staff and manual workers, establishing and modifying their 
respective duties and remuneration; (ii) to appoint, suspend and revoke labor 
representatives, agents and commission agents, establishing their relevant 
remuneration and powers; and (iii) to represent the Company in trade union disputes, at 
labor offices, and at social security and insurance institutions.

21 
 
- 
legal disputes: up to Euro 5,000,000 per dispute, (i) to take legal action at any level of 
jurisdiction, including first and second appeals, appointing and revoking relevant lawyers, 
attorneys and technical consultants, applying for attachment and conservative or judicial 
seizures in the hands of debtors and third parties, and dealing with judgment revocations 
and executions; (ii) to accept out-of-court settlements and represent the Company in 
bankruptcy, creditor and receivership proceedings and settlements, accepting or 
rejecting percentages on account or balance; (iii) to acquire forced or voluntary 
mortgages and pledges as collateral for credits, and provide for their cancellation; and 
(iv) to represent the Company in both receivable and payable proceedings, appointing 
lawyers and signing judicial mandates before any judicial or administrative authority, and 
at any stage or level, proposing and signing any judicial and out-of-court settlements, 
transactions and releases. 
- 
special proxies: to appoint and revoke special agents and proxies for certain acts, or 
categories of acts, within the scope of delegated powers, excluding powers relating to 
banking transactions, credit facilities and loan applications in general, though including 
ordinary banking credit, debit and overdraft transactions within granted credit lines. 
- 
representation of the Company in ordinary Shareholders’ Meetings of subsidiaries and 
associates: to represent the Company in ordinary Shareholders’ Meetings of subsidiaries 
and associates limited to the discussion of matters relating to ordinary management and 
within the scope of the delegated powers provided for in the previous points. 
- 
implementation: to implement Board of Directors’ motions. 
At the Report Date, Mr. Alessandro Cozzi is also Chairperson of the Boards of Directors of the 
following WIIT subsidiaries: Adelante S.r.l., Matika S.p.A. and Etaeria S.r.l.  
Igor Bailo 
Mr. Igor Bailo is granted the following powers: 
- 
corporate signature: to sign all business, confidential and private correspondence by 
name preceded by office and Company name.  
- 
relations with the public administration: to represent the Company in relations with public, 
local and territorial administrations and chambers of commerce, carrying out any relevant 
formalities or transactions, including signing and submitting applications, appeals and 
documents of any kind, stipulating deeds and contracts, and establishing and 
withdrawing securities, up to Euro 500,000, in relation to ministries, public debt offices, 
deposit and loan funds, revenue offices, the treasury, finance offices, customs offices, 
tax offices, municipalities, provinces, regions, state property offices and any other public 
office or body;  
- 
representation of the Company in ordinary general meetings of subsidiaries and 
associates: to represent the Company in ordinary Shareholders’ Meetings of subsidiaries 
and associates limited to the discussion of matters relating to ordinary management and 
within the scope of the delegated powers (either in the role of Director or proxy).  
- 
enact Board of Directors motions.

22 
 
Furthermore, Mr. Igor Bailo is granted the following powers as Chief Operating Officer: 
- 
sales contracts (receivables): to sign sales contracts with customers up to Euro 
5,000,000 per contract per year (with multi-year contract values divided by planned 
contract duration years), also as part of ongoing agreements, for any product or service, 
setting prices, terms and conditions, and granting, where appropriate, rebates and 
discounts; 
- 
movable asset leases: to enter into and withdraw from any registered or unregistered 
movable asset lease, including finance leasing, for a duration not exceeding seven years, 
up to Euro 500,000 per lease;  
- 
insurance contracts: to sign insurance contracts up to Euro 100,000 per contract, to enter 
into such contracts with insurance companies and institutes, and to sign relevant policies, 
settle for damages and indemnity claims, and carry out any relevant formalities; 
- 
contracts in general: to sign any goods or services contract necessary for the ordinary 
management of the Company up to Euro 500,000 per contract, and to enter into and 
withdraw from such contracts, including ongoing contracts and tenders, negotiating the 
relevant terms and conditions; 
- 
to purchase vehicles, carrying out all the necessary paperwork. 
- 
collections and receipts: to demand and collect any sum due to the Company, for any 
cause or motive, without limit of amount, to issue relevant quittances and down payment 
and balance receipts. to collect unregistered, registered and insured mail, parcels and 
securities, also representative of goods, from post, railways, transport and company 
offices, signing relevant releases.  
- 
organization of labor: without limit of amount, (i) to hire, suspend and dismiss Executives, 
middle managers, clerical staff and manual workers, establishing and modifying their 
respective duties and remuneration, and exercising managerial and disciplinary powers, 
subject to the prior authorization of the Chief Executive Officer when regarding 
managers; (ii) to appoint, suspend and revoke labor representatives, agents and 
commission agents, establishing their relevant remuneration and powers; and (iii) to 
represent the Company in trade union disputes, at labor offices, and at social security 
and insurance institutions; 
- 
legal disputes: up to Euro 500,000 per dispute, (i) to take legal action at any level of 
jurisdiction, including first and second appeals, appointing and revoking relevant lawyers, 
attorneys and technical consultants, applying for attachment and conservative or judicial 
seizures in the hands of debtors and third parties, and dealing with judgment revocations 
and executions; (ii) to accept out-of-court settlements and represent the Company in 
bankruptcy, creditor and receivership proceedings and settlements, accepting or 
rejecting percentages on account or balance; (iii) to acquire forced or voluntary 
mortgages and pledges as collateral for credits, and provide for their cancellation; and 
(iv) to represent the Company in both receivable and payable proceedings, appointing 
lawyers and signing judicial mandates before any judicial or administrative authority, and 
at any stage or level, proposing and signing any judicial and out-of-court settlements, 
transactions and releases.

23 
 
At the Report Date, Mr. Igor Bailo is also a member of the Boards of Directors of the following 
WIIT subsidiaries: Adelante S.r.l. and Etaeria S.p.A. 
Enrico Rampin 
Mr. Enrico Rampin, Chief Sales Officer, is granted the following powers: 
- 
corporate signature: to sign all business, confidential and private correspondence by 
name preceded by office and Company name. 
- 
procurement contracts: to sign procurement contracts up to Euro 5,000,000 per contract 
per year (with multi-year contract values divided by planned contract duration years), to 
participate in tenders, auctions and bids, including via association and temporary 
business groupings, held by any private company, public body or public administration, 
to present and withdraw offers, to set or withdraw deposits, to enter into relevant 
contracts, and to carry out any practice and formality inherent to such contracts. 
- 
sales contracts: to sign sales contracts up to Euro 5,000,000 per contract per year (with 
multi-year contract values divided by planned contract duration years), to purchase, sell, 
also for ongoing contracts, exchange, import and export machinery, goods and any other 
product and service relating to the company business, setting prices, terms and 
conditions, and granting, where appropriate, rebates and discounts. 
- 
contracts in general: to enter into and withdraw from any other contract relating to the 
ordinary management of the Company up to Euro 50,000 per contract. 
- 
relations with the public administration: to represent the Company in relations with public, 
local and territorial administrations and chambers of commerce, carrying out any relevant 
formalities or transactions, including signing and submitting applications, appeals and 
documents of any kind, stipulating deeds and contracts, and establishing and 
withdrawing securities, up to Euro 500,000, in relation to ministries, public debt offices, 
deposit and loan funds, revenue offices, the treasury, finance offices, customs offices, 
tax offices, municipalities, provinces, regions, state property offices and any other public 
office or body; 
- 
representation of the Company in ordinary Shareholders’ Meetings of subsidiaries and 
associates: to represent the Company in ordinary Shareholders’ Meetings of subsidiaries 
and associates limited to the discussion of matters relating to ordinary management and 
within the scope of the delegated powers provided for in the previous points. 
- 
implementation: to implement Board of Directors motions. 
At the Report Date, Mr. Enrico Rampin is also a member of the Boards of Directors of the 
following WIIT subsidiaries: Adelante S.r.l. and Matika S.p.A.  
Francesco Baroncelli 
Mr. Francesco Baroncelli, Chief Mergers & Acquisition Officer, is granted the following powers: 
- 
corporate signature: to sign all business, confidential and private correspondence by 
name preceded by office and Company name. 
- 
sales contracts: to sign sales contracts up to Euro 1,000,000 per contract, to purchase, 
sell - also for ongoing contracts - exchange, import and export machinery, goods and 
any other product and service relating to the Company’s business, setting prices, terms 
and conditions, and granting, where appropriate, rebates and discounts.

24 
 
- 
contracts in general: to enter into and withdraw from any other contract relating to the 
ordinary management of the company up to Euro 20,000 per contract, to carry out all 
necessary activities to identify investment and business opportunities, including 
identifying potential shareholding acquisitions and relevant opportune general terms and 
conditions, it being understood individual acquisitions will, in any case, need to be 
approved by the Board of Directors; 
- 
relations with the public administration: to represent the Company in relations with public, 
local and territorial administrations and chambers of commerce, carrying out any relevant 
formalities or transactions, including signing and submitting applications, appeals and 
documents of any kind, stipulating deeds and contracts, and establishing and 
withdrawing securities, up to Euro 500,000, in relation to ministries, public debt offices, 
deposit and loan funds, revenue offices, the treasury, finance offices, customs offices, 
tax offices, municipalities, provinces, regions, state property offices and any other public 
office or body; 
- 
representation of the Company in ordinary Shareholders’ Meetings of subsidiaries and 
associates: to represent the Company in ordinary Shareholders’ Meetings of subsidiaries 
and associates limited to the discussion of matters relating to ordinary management and 
within the scope of the delegated powers provided for in the previous points. 
- 
implementation: to implement Board of Directors motions. 
At the Report Date, Mr. Francesco Baroncelli is also a member of the Boards of Directors of 
the following WIIT subsidiaries: Adelante S.r.l. (Chief Executive Officer), Matika S.p.A. and 
Etaeria S.r.l.  
 Chairperson of the Board of Directors 
The Chairperson of the WIIT Board of Directors, Riccardo Sciutto, is not: (i) the main person 
responsible for the management of the Issuer; nor (ii) the controlling shareholder of the Issuer. 
 Executive Committee 
The Board of Directors has not established an Executive Committee. 
 Secretary of the Board of Directors 
The Company has not formally appointed a secretary to the Board of Directors. However, 
except when in cases when, by law, this role must be performed by a notary, as per established 
practice, the role is performed by the Company’s Chief Financial Officer. 
In this capacity, the Chief Financial Officer supports the Chairperson in making the pre-board 
information available, and taking board minutes. 
 Reporting to the Board of Directors 
During the Year, on an at least quarterly basis, Directors reported their use of delegated 
powers to the Board, to allow other Directors to express their opinions on related matters. 
 OTHER EXECUTIVE DIRECTORS 
There are no other Executive Directors apart from Alessandro Cozzi, Igor Bailo, Enrico 
Rampin, and Francesco Baroncelli.

25 
 
 INDEPENDENT DIRECTORS 
At the Report Date, the Independent Directors of the Board of Directors are: Annamaria Di 
Ruscio, Emanuela Teresa Basso Petrino, and Nathalie Brazzelli. 
The Board of Directors verified the fulfillment of the independence requirements of Article 148, 
Paragraph 3, and Article 147-ter, Paragraph 4, of the CFA, and of the Corporate Governance 
Code, for the aforementioned Directors, at the first meeting following their appointment on May 
5, 2021, publishing the outcome in a press release. 
During the aforementioned meetings, the Board of Statutory Auditors verified the correct 
application of the criteria and procedures adopted by the Board of Directors to assess the 
independence of its members. 
* * * 
The Independent Directors confirmed their independence, undertaking to promptly notify the 
Board of Directors and the Board of Statutory Auditors of any change in this regard, upon their 
acceptance of the office, or by written communication sent to the Company at the beginning of 
each financial year following that of their appointment. Thus, on March 17, 2022, the Board of 
Directors confirmed the continued fulfillment of the independence requirements of the 
Independent Directors.  
 LEAD INDEPENDENT DIRECTOR 
Considering that the Chairperson of the Board of Directors is not the Chief Executive Officer, 
does not hold significant managerial powers, and does not control the Company, even jointly, 
the Board of Directors decided not to identify a Lead Independent Director. 
5 
PROCESSING OF CORPORATE INFORMATION 
 INSIDE INFORMATION POLICY 
On March 18, 2019, the Board of Directors approved an update to the Company’s Inside 
Information Policy, first approved in 2017.  
On the same date, the Board approved an update to the procedure for the management, 
maintenance and updating of the registers of persons: (i) having access to inside information, 
and (ii) having access to information that may later assume the character of inside information; 
as first approved in 2017. 
The aforementioned procedures are made available to the public on the Company's website 
(www.wiit.cloud), in the Company/Governance/Documents section. 
6 
INTERNAL COMMITTEES TO THE BOARD (PURSUANT TO ARTICLE 123-BIS, 
PARAGRAPH 2, LETTER D) CFA) 
In line with the Corporate Governance Code, the Board of Directors has set up two Internal 
Board Committees: the Control, Risks and Related Parties Committee, and the Appointments 
and Remuneration Committee. 
Without prejudice to the Related Party Transactions (RPT) Policy, in carrying out its duties, 
each committee may make use of all the necessary company information and departmental 
resources, and, if deemed necessary, of external consultants, using the relevant financial 
resources released by the Board of Directors.  
In accordance with 3, Recommendation 16, of the Corporate Governance Code, the Board of 
Directors decided to combine the functions provided for by Articles 4 and 5 of the Corporate 
Governance Code into a single committee, the Appointments and Remuneration Committee, 
respecting the Corporate Governance Code provisions for the composition of the relevant 
committees.

26 
 
The Board did not reserve the functions assigned by the Corporate Governance Code to one 
or more committees.  
The Board of Directors composed each committee by prioritizing the skills and experience of 
members. 
For further information on the composition and activities of the Appointments and 
Remuneration and Committee, and the Control, Risks and Related Parties Committee, see the 
following Sections 7 and 9 respectively. 
 ESG COMMITTEE  
As part of the ESG model adopted by the Company (for more information, see Section 1, Sub-
paragraph “Sustainability and social responsibility”), the Company has established a special 
ESG Committee to define strategic lines for the management of ESG risks, ensuring they are 
correctly identified, monitored, measured, and managed. 
The ESG Committee is composed of the following members:  
- 
Igor Bailo (Chairperson); 
- 
Davide Capozzi;  
- 
Giuseppe Colosimo; 
- 
Annamaria Di Ruscio; 
- 
Sarah Galli; 
- 
Chiara Grossi; 
- 
Stefano Pasotto; and 
- 
Andrea Volpe. 
The members of the “Sustainability Team” of The European House Ambrosetti jointly act as 
secretary of the ESG Committee. 
7 
SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS - APPOINTMENTS AND 
REMUNERATION COMMITTEE 
 SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS 
The Board of Directors has not carried out a self-evaluation of its size, composition and 
activities, or of its committees, and has not provided guidelines for the appointment of 
professional figures to the Board of Directors, deeming it preferable to leave such evaluations 
to shareholders upon renewal of the Board of Directors itself. 
While not qualifying as a “large company” under the definition of the Corporate Governance 
Code, as per Recommendation 24 of the Corporate Governance Code, on November 30, 
2018, the Board of Directors adopted as effective from the start of trading of the WIIT shares 
on the EXM, a succession plan (or so-called “contingency plan”) to cover the unplanned 
unavailability of the Chief Executive Officer. According to this plan, the Board of Directors will 
urgently appoint an Internal Executive Committee, consisting of the Chairperson and two 
members of the Board of Directors with relevant consolidated management and business 
experience. This Committee will be called upon to play a proactive, managerial role in any non-
deferrable extraordinary corporate transactions, and to guarantee the ordinary management 
that would otherwise fall under the responsibility of the Chief Executive Officer. 
This Executive Committee, with the support of a specialized external consultancy firm and the 
Appointments and Remuneration Committee, will assess the candidatures (internal and 
external) and submit to the Board of Directors a restricted number of candidates for the final 
decision. At the end of the process, the Board of Directors will then appoint the candidate 
deemed most suitable, and assign the relevant powers.

27 
 
 APPOINTMENTS AND REMUNERATION COMMITTEE 
Composition and operation of the Appointments and Remuneration Committee 
(pursuant to Article 123-bis, paragraph 2, letter d) CFA) 
The Board of Directors has established an internal Appointments and Remuneration 
Committee with responsibilities as per Articles 4 and 5 of the Corporate Governance Code. 
The Appointments and Remuneration Committee meets with the frequency its Chairperson 
deems appropriate for its mandate, with there being no pre-established calendar of meetings 
for each financial year. The work of the Appointments and Remuneration Committee is 
coordinated by its Chairperson.  
The meetings of the Appointments and Remuneration Committee are regularly minuted and 
reported by the Chairperson to the next available meeting of the Board of Directors.  
The members of the Appointments and Remuneration Committee in office at the Report Date 
were appointed by the Board of Directors on May 5, 2021.  
At the Report Date, the Appointments and Remuneration Committee is composed of the 
following Directors, the majority of whom are Independent Directors:   
- 
Emanuela Basso Petrino (Chairperson and Independent Director); 
- 
Riccardo Sciutto; and  
- 
Annamaria Di Ruscio (independent). 
Riccardo Sciutto was appointed to the Appointments and Remuneration Committee in view of 
his particular knowledge and expertise in financial matters, considering his over twenty years 
of experience in managerial roles. 
During the Year, the Appointments and Remuneration Committee held 1 meeting, lasting 
approximately 1 hour.  
In FY 2022, at the Report Date, the Committee has held 2 meetings, lasting on average 
approximately 45 minutes. 
Members of the Board of Statutory Auditors can attend the meetings of the Appointments and 
Remuneration Committee. 
The Chairperson of the Committee may invite the Chairperson of the Board of Directors, the 
Chief Executive Officer, other Directors, and any external third parties who may help the 
Committee perform its duties, to participate in Committee meetings, in addition to 
representatives of the relevant company departments, on informing the Chief Executive 
Officer. 
Duties of the Appointments and Remuneration Committee 
In support of the Board of Directors, and in matters of appointments, the Appointments and 
Remuneration Committee is entrusted with the following tasks: 
• 
assisting the Board of Directors in defining the size and composition of the Board and its 
internal committees; 
• 
monitoring the adequacy and the transparency of the self-assessment process of the 
Board of Directors;  
• 
ensuring the transparency of the slate of Directors presented by the outgoing Board of 
Directors; 
• 
proposing to the Board of Directors candidates for the office of Director in the cases of 
co-option; and

28 
 
• 
undertaking the preparatory works for the drawing up of a succession plan for Executive 
Directors and the Chief Executive Officer, where the Board of Directors has decided to 
adopt such a plan. 
The Appointments and Remuneration Committee also carries out the following remuneration 
related duties: 
• 
assists the Board of Directors in developing the Remuneration Policy; 
• 
periodically evaluates the adequacy, the overall consistency and the application of the 
remuneration policy for Directors and Senior Executives, utilizing for this latter 
information provided by the Chief Executive Officers; 
• 
presents proposals or express opinions to the Board of Directors on the remuneration of 
Executive Directors and other Senior Directors, and establishes the performance targets 
related to the variable component of this remuneration and monitors the application of 
the decisions adopted by the Board of Directors, verifying, in particular, the achievement 
of the performance objectives; 
During the Year, the Committee exercised its advisory role regarding: (i) the Corporate Welfare 
Plan for Executive Directors, Managers, and 1st and 2nd level employees, approved by the 
Board of Directors on January 27, 2022; (ii) the proposal to increase the remuneration of the 
Board of Directors, approved by the Shareholders’ Meeting as part of the reorganization of the 
corporate structure of WIIT Group, announced on March 16, 2022, providing for the merger by 
incorporation, among other companies, of Matika S.p.A. (“Matika”) into the Company (the 
“Merger”); (iii) the 2022-2027 Stock Option Plan incentive plan reserved for the Chairperson 
of WIIT’s Board of Directors, Executive Directors, Executives and Key Managers of Group 
companies, as identified by the Board and submitted for approval, as per Article 114-bis of the 
CFA, to the Shareholders’ Meeting on April 21, 2022; and (iv) the Remuneration Policy and 
Report for 2022. 
The Appointments and Remuneration Committee may access all information and departments 
necessary for the undertaking of their duties, as well as utilizing outside consultants within the 
limits approved by the Board of Directors. 
Directors must abstain from participating at the Committee meetings where the proposals to 
the Board relative to their remuneration are drawn up. 
8 
REMUNERATION OF DIRECTORS 
The information in this Section, including that relating to agreements between the Company 
and Directors on indemnities in case of resignation or dismissal without just cause, are 
contained in the Remuneration Report, made available on the Company’s website 
(www.wiit.cloud), in the Company/Governance/Shareholders’ Meeting section, and disclosed 
by other methods as per current legislation.  
Further information on the Appointments and Remuneration Committee is contained in the 
previous Paragraph 7. 
9 
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM 
 PURPOSES OF WIIT’S INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

29 
 
 
WIIT has adopted an Internal Control and Risk Management System (the “ICRMS”) which 
brings together the rules, procedures and organizational structures which enable the 
identification, measurement, management and monitoring of the principal risks. 
The Internal Control and Risk Management System (ICRMS) consists of technical accounting 
tools, data and process solutions used by management to support planning and control 
activities. The ICRMS consists of four main phases: 
- 
Planning: the set of activities for defining corporate strategy, strategic goals, and the 
actions to achieve them; 
- 
Organizing Resources: in order to follow through with the planned actions;  
- 
Leading Resource & Operating: mobilization of the resources; 
- 
Controlling: monitoring of progressive results, in order to rethink or adjust actions.  
The ICRMS provides for the assignment of responsibilities to well-identified individuals within 
the Group, in order to guarantee the monitoring of critical success factors (CSFs) and critical 
risk factors (CRFs) through key performance indicators (KPIs) and key risk indicators (KRIs), 
and other control mechanisms. The activities included in these aforementioned main phases 
make use of: 
- 
planning and control tools for defining and monitoring company performance in relation 
to the Business Plan, Budget, Forecast and Final Results; 
- 
technical accounting tools and indicators for supporting decision-making processes 
and planning and control activities; 
- 
a planning and reporting system to orient the Company to strategy and monitor 
indicators with the greatest impact on value creation; 
- 
an information system to selectively collect, organize and disseminate information, and 
focus management on strategic variables with the potential to create economic value 
over time. 
Within the ICRMS, the following responsibilities are assigned. 
Board of Directors 
The Board of Directors is responsible for: 
- 
defining ICRMS guidelines and regularly verifying the effectiveness of the system, 
guaranteeing that key value drivers and main business risks are appropriately 
identified, monitored and managed; 
- 
examining and approving the Company’s strategic, business and financial plans, 
corporate governance system, and structure; 
- 
determining relevant criteria to identify the strategic importance of subsidiaries, 
assessing the adequacy of the organizational, administrative and general accounting 
structure of the Company, and managing conflicts of interest;  
- 
assigning and revoking powers delegated to General Managers, defining their limits, 
methods and frequencies for reporting to the Board of Directors; 
- 
evaluating the general operational performance, taking into account, in particular, the 
information received from executives, as well as periodically comparing the results with 
the budgets;

30 
 
- 
examining and approving the operations with significant strategic, economic, or 
financial importance for the Group, with particular attention to the situations in which 
one or more Directors have an interest on their own behalf or on behalf of third parties 
and, in general, in the related party transactions; it also establishes general criteria to 
identify significant transactions. 
Board of Statutory Auditors 
The Board of Statutory Auditors, as per current legislation, has the task of monitoring: 
- 
compliance with law and the company By-Laws and with the principles of correct 
administration;  
- 
the adequacy and reliability of the organizational structure of the administrative 
accounting and reporting system; 
- 
the adequacy of the structure and functioning of the ICRMS; 
- 
the adequacy of instructions to subsidiaries regarding information to be provided in 
order to fulfill disclosure obligations. 
Supervisory Board 
The Supervisory Board is responsible for monitoring: 
- 
compliance with rules of conduct; 
- 
the adequacy of risk mitigation and disciplinary procedures in dealing with any improper 
conduct by Directors, employees, consultants and business partners. 
Appointments and Remuneration Committee 
The Appointments and Remuneration Committee is responsible for: 
- 
drawing up opinions for the Board of Directors in relation to the size and composition 
of the Board and expresses recommendations on the professional roles whose 
presence on the Board of Directors is considered beneficial, and proposing candidates 
for the position of Director in the event of co-option, when Independent Directors need 
to be replaced; 
- 
periodically assessing the adequacy, overall consistency and application of the 
remuneration policy for the Directors and Senior Executives, presenting proposals 
regarding the remuneration of Directors and monitoring the application of decisions 
made by the Board itself. 
Control, Risks and Related Parties Committee 
The Control, Risks and Related Parties Committee is responsible for:  
- 
advising the Board of Directors on risk control and management; 
- 
assessing the correct utilization of the accounting policies applied and their uniformity 
in the preparation of the consolidated financial statements; 
- 
expressing opinions on specific aspects concerning the identification of the principal 
corporate risks;  
- 
examining the periodic reports, concerning the evaluation of the Internal Control and 
Risk Management System, and those of particular size, prepared by the Internal Audit 
Manager;

31 
 
- 
monitoring the autonomy, adequacy, effectiveness and efficiency of the Internal Audit 
Manager;  
- 
requesting that the Internal Audit Manager carry out checks on specific operational 
areas, simultaneously communicating such to the Chairperson of the Board of Statutory 
Auditors;  
- 
reporting, at least every six months, on the approval of the annual and half-year 
accounts, to the Board of Directors on the work carried out and on the adequacy of the 
Internal Control and Risk Management System; 
- 
expressing a non-binding, reasoned opinion, in cases where a transaction is deemed 
to be with a related party, on the Company’s interest in carrying out the transaction, 
and on the convenience and correctness of relevant conditions. 
Chief Executive Officer 
The Chief Executive Officer is responsible for the general organizational and administrative 
structure of the Company, and for the identification, management and communication to the 
Board of Directors of corporate risks, trends in economic and managerial performance 
indicators, and the structure of the management and reporting system.  
Regarding the ICRMS, the CEO is responsible for: 
- 
defining Group policies and strategic goals; 
- 
company results and Company defined goals; 
- 
monitoring Company performance and goal achievement; 
- 
managing operational and financial controls. 
Chief Financial Officer 
The Chief Financial Officer (CFO) is responsible for: 
- 
coordinating, managing and supervising the activities of the Administration Office; 
- 
coordinating, managing and supervising the preparation of the Group’s financial 
statements as per international accounting standards (IAS and IFRS); 
- 
coordinating, managing and supervising treasury activities; 
- 
supporting the CEO in defining economic policies and managing the relevant decision-
making process; 
- 
maintaining relations with the Independent Audit Firm and Supervisory Board; 
- 
coordinating functionally dependent resources in preparing the Business Plan, Budget 
and management reporting; 
- 
preparing the Group Budget and Business Plan, and economically evaluating its 
sustainability; 
- 
monitoring credit exposure and initiating opportune debt recovery initiatives. 
Administrative Managers of subsidiaries 
Administrative Managers of the subsidiaries of the Parent Company are responsible for: 
- 
preparing the forecast of the relevant subsidiary;  
- 
preparing the management reporting of the relevant subsidiary; 
- 
preparing the financial statements of the relevant subsidiary.

32 
 
Administration Office 
The Administration Office is responsible for the following activities: 
- 
supervising the drafting of financial statements, accounting situations, and monthly, 
quarterly and half-yearly statutory and management reports; 
- 
preparing annual and consolidated financial statements, and condensed consolidated, 
half-year financial statements; 
- 
preparing the relevant forecast. 
Internal Audit Manager 
The Internal Audit Manager is responsible for: 
- 
verifying that the ICRMS is adequate, effective and consistent with the Board-defined 
guidelines; 
- 
reporting to the Chairperson of the Board of Directors, and to the Internal Control, Risks 
and Related Parties Committee. 
 DIRECTOR IN CHARGE OF THE INTERNAL CONTROL AND RISK MANAGEMENT 
SYSTEM 
The Executive Director in charge of overseeing the ICRMS, Alessandro Cozzi, carried out the 
following activities during the year: 
- identified the main business risks (strategic, operational, financial and compliance), taking 
into account the characteristics of the activities undertaken by the Company and by its 
subsidiaries, to present them for review by the Board of Directors; 
- implemented the guidelines defined by the Board of Directors, and supervised the planning, 
realization and management of the internal control system, constantly verifying its overall 
adequacy, efficiency and effectiveness; 
- adapted the system to the dynamics of the Group’s operating conditions and legal and 
regulatory framework. 
The Director in charge of the Internal Control and Risk Management System has the power to 
request that the Internal Audit Manager make assessments of the main operating areas and 
verify compliance with internal rules and procedures in the execution of business operations, 
simultaneously informing the Chairperson of the Board, the Chairperson of the Control, Risks 
and Related Parties Committee and the Chairperson of the Board of Statutory Auditors. 
S/he reports promptly to the Control, Risks and Related Parties Committee with regards to any 
problems or critical issues emerging during the execution of their activities or of which they 
have become aware, so as to ensure that the Committee (or the Board) may take appropriate 
initiatives. 
 THE CONTROL, RISKS AND RELATED PARTIES COMMITTEE 
Established by the Board of Directors, the Internal Control, Risks and Related Parties 
Committee is assigned the functions provided for by the Corporate Governance Code, and 
Article 4, Paragraph 3, of the Consob Related Party Transactions (RPT) Regulation. 
Composition and operation of the Control, Risks and Related Parties Committee 
(pursuant to Article 123-bis, paragraph 2, letter d) CFA) 
The Control, Risks and Related Parties Committee is composed of three Non-Executive 
Directors, the majority of whom are Independent Directors, with at least one an expert in 
accounting, financial and risk management matters. 
The Control, Risks and Related Parties Committee meets at least twice a year, and whenever 
the Chairperson of the Committee or at least two members deem it necessary, with there being 
no pre-established calendar of meetings for each financial year. The work of the Control, Risks

33 
 
and Related Parties Committee is coordinated by its Chairperson. 
The meetings of the Control, Risks and Related Parties Committee are regularly minuted and 
reported by the Chairperson to the next useful meeting of the Board of Directors. 
The members of the Control, Risks and Related Parties Committee in office at the Report Date 
were appointed by the Board of Directors on May 5, 2021. 
The Control, Risks and Related Parties Committee in office at the Report Date is composed of 
the following Directors, the majority of whom are Independent Directors: 
- 
Annamaria Di Ruscio (Chairperson and Independent Director); 
- 
Riccardo Sciutto; and 
- 
Nathalie Brazzelli (independent). 
Nathalie Brazzelli was appointed to the Control, Risks and Related Parties Committee in view 
of her particular knowledge and expertise in accounting, financial, risk control and 
management matters, considering her consultancy experience in corporate tax, mergers and 
acquisitions, tax planning for national and international groups, and qualifications as a 
chartered accountant and auditor. 
All members of the Control, Risks and Related Parties Committee participated in the meetings 
held during the Year. In addition, invited guests participated on certain occasions, including: 
the Internal Audit Manager (as defined below, in the person of Massimiliano Rigo), Paolo 
Ripamonti (Chairperson of the Board of Statutory Auditors), and several representatives of the 
Independent Audit Firm. 
The Executive Officer for Financial Reporting attended as a permanent invitee the meetings of 
the Control, Risks and Related Parties Committee where matters concerning the duties 
allocated to the role are dealt with, in order to facilitate a functional and beneficial exchange of 
information concerning the effective functioning and reliability of the administrative and 
accounting processes. 
During FY 2022, at the Report Date, the Committee has held 1 meeting, lasting approximately 
1.5 hours. 
Control, Risks and Related Parties Committee functions 
In support of the Board of Directors, and in accordance with the Corporate Governance Code, 
the Control, Risks and Related Parties Committee: 
• 
evaluates, having consulted the Executive Officer for Financial Reporting, the 
Independent Audit Firm and the Board of Statutory Auditors, the correct application of 
the accounting standards and their uniformity in the preparation of the consolidated 
financial statements; 
• 
assesses the suitability of periodic financial and non-financial information to correctly 
represent the corporate business model, strategies, impact of its activities and 
performance; 
• 
examines the periodic non-financial information relevant to the Internal Control and Risk 
Management System and the particularly relevant reports prepared by the Internal Audit 
function; 
• 
expresses opinions on specific aspects concerning the identification of the principal 
corporate risks and supports the assessments and decisions of the Board of Directors 
relating to the management of risks arising from prejudicial events of which the Board 
has become aware; 
• 
assesses the autonomy, adequacy, efficacy and efficiency of the Internal Audit function;

34 
 
• 
may entrust the Internal Audit function with verifications on specific operational areas, 
simultaneously communicating such to the Chairperson of the Board of Statutory 
Auditors; 
• 
reports, at least every six months, on the approval of the annual and half-year accounts, 
to the Board of Directors on the work carried out and on the adequacy of the Internal 
Control and Risk Management System; 
• 
assists, where appropriate, the Board of Directors in the preparation and evaluation of 
the non-financial statements, as per Legislative Decree No. 254 of December 30, 2016; 
• 
carries out any additional duties assigned by the Board of Directors; 
The Control, Risks and Related Parties Committee assists the Board of Directors on the 
following: 
• 
the guidelines of the Internal Control and Risk Management System, in line with the 
corporate objectives;  
• 
the adequacy and compliance of the Internal Control and Risk Management System with 
the particular characteristics of the Company and the Group and the risk profile assumed;  
• 
the adoption of measures to guarantee the effectiveness and impartiality of other 
corporate bodies, and the entrusting of supervisory tasks to the Board of Statutory 
Auditors and the Supervisory Board;  
• 
the approval, at least once a year, of the work plan prepared by the Internal Audit 
Manager, having consulted the Board of Statutory Auditors and the Chief Executive 
Officer;  
• 
the description, in the corporate governance report, of the main characteristics of the 
Internal Control and Risk Management System and the manner of co-ordination between 
parties involved, expressing its assessment on the overall adequacy; 
• 
the results presented by the Independent Audit Firm in any memo of suggestions and 
report on key matters arising from the statutory audit; and  
• 
the proposal for the appointment, revocation and remuneration of the Internal Audit 
Manager, and with regard to the adequacy of the resources granted to this latter for the 
execution of their duties. 
We note that the Control, Risks and Related Parties Committee, composed of Non-Executive 
Directors, the majority of whom are Independent Directors, performs its role and functions in 
compliance with the Consob RPT Regulation. 
The Control, Risks and Related Parties Committee in undertaking its functions may access all 
information and departments necessary to carry out its duties, as well as utilizing external 
consultants within the limits approved by the Board of Directors. 
* * * 
During the Year, and up to the Report Date, the Control, Risks and Related Parties Committee 
advised the Board of Directors on the ICRMS, as per the provisions of the Corporate 
Governance Code, and, among other tasks:  
- monitored the autonomy, adequacy, effectiveness and efficiency of the role of the Internal 
Audit Manager;  
- completed the Group Risk Assessment, with the aid of the Director in charge of the ICRMS, 
and the Internal Audit Manager;

35 
 
- evaluated, together with the Executive Officer for Financial Reporting and following the 
approval of the independent audit firm and the Board of Statutory Auditors, the correct 
application of the accounting standards and their uniformity in the preparation of the 
consolidated financial statements; 
 INTERNAL AUDIT MANAGER 
On March 5, 2019, the Board of Directors appointed Key Advisory S.r.l. as the Internal Audit 
Manager, on the proposal of the Director in charge of the ICRMS, following the favorable 
opinion expressed by the Control, Risks and Related Parties Committee, and the Board of 
Statutory Auditors, effective from the start of the trading of WIIT shares on the EXM.  
An external party was appointed to cover the Internal Audit Manager role since the Board of 
Directors recognized an added value for WIIT in the flexibility, professionalism, independence, 
organizational competence and relevant audit experience for other listed companies of this 
particular party. 
We note that, at the Report Date, there are no corporate links between WIIT and the Internal 
Audit Manager. 
The Internal Audit Manager: 
- verifies, on an ongoing basis and in relation to specific needs and in compliance with 
international standards, the operation and suitability of the Internal Control and Risk 
Management System, through an audit plan, approved by the Board of Directors, based on 
a structured analysis process and prioritization of principal risks; 
- is not responsible for any operational areas and hierarchically reports to the Board of 
Directors; 
- had direct access to all the necessary information to carry out its duties; 
- prepared periodic reports containing sufficient information on activities, on the manner in 
which risk management is carried out, and compliance with the plans for their containment, 
and also prepared an evaluation of the adequacy of the Internal Control and Risk 
Management System; 
- sent the reports set out in the previous points to the Chairpersons of the Board of Statutory 
Auditors, of the Control, Risks and Related Parties Committee and of the Board of Directors, 
and also to the Director in charge of the Internal Control and Risk Management System; 
- verified the reliability of the IT accounting systems that are part of the audit plan, including 
accounting systems. 
The Internal Audit Manager’s main activities in the Year included the following: 
- business risk assessment and reporting to the Director in charge of the ICRMS and the 
Control, Risks and Related Parties Committee; 
- coordination of the planning and execution of Internal Audit Team activities; 
- audit of company procedures; 
- regular meetings with company management, the Board of Statutory Auditors, the 
Supervisory Board and the Control, Risks and Related Parties Committee; 
- interviews with the management of the Issuer and certain subsidiaries, in order to acquire 
useful information for audit activities; 
- documentary analysis relating to the following areas and processes: 
o 
management and organization of human resources; 
o 
procurement cycle; 
o 
M&A activities;

36 
 
o 
management of company proxies and powers of attorney; 
o 
treasury management; 
o 
insurance business; 
o 
Control, Risks and Related Parties Committee activities; 
o 
data protection management; 
o 
CSR and ESG aspects; 
o 
compliance and adaptation to the provisions of Legislative Decree No. 231/01; 
o 
preparation of the audit report, with the results of the various activities. 
 ORGANIZATION MODEL PURSUANT TO LEGISLATIVE DECREE NO. 231/2001 
The Company adopted an Organization, Management and Control Model, as per Article 6 of 
Legislative Decree No. 231/2001, on July 30, 2013. 
The 231 Model has been updated several times, following regulatory changes introduced after 
its adoption, with its current form approved by the Board of Directors on May 13, 2021. 
Updates have included, in particular, provisions regarding offenses against the public 
administration, corporate offenses, market abuse offenses, occupational safety offenses, 
copyright violations, the receiving of stolen goods, money laundering, self-laundering, use of 
money, goods or instruments of illicit origin, computer offenses, improper data handling, 
industry and trade offenses, industrial property offenses, transnational organized crime, 
inducement not to make declarations or to make false declarations to judicial authorities, and 
environmental offenses, depending on the relative risk of committing of such offenses. 
The 231 Model also provides for the establishment of a collegiate Supervisory Board, 
composed, at the Report Date, of Dario Albarello (Chairperson and external member), Luigi 
Graziosi (external member), and Sarah Galli (internal member). The Supervisory Board, 
entrusted with supervising compliance with the 231 Model, and its effectiveness, adequacy 
and updating, has approved its own internal regulation and planning, and reports periodically, 
and in any situations of particular urgency, to the Board of Directors, the Control, Risks and 
Related Parties Committee, and the Board of Statutory Auditors. 
During the Year, the Supervisory Board held 4 meetings. 
The General Part of the Organization, Management and Control Model can be consulted on 
the Company’s website (www.wiit.cloud), in the Company/Governance/Supervisory Board and 
Code of Ethics section.  
An integral element of the Model is WIIT Group’s Code of Ethics (made available on the WIIT 
website, www.wiit.cloud, in the Company/Governance/Supervisory Board and Code of Ethics 
section), the current version of which was approved by the Issuer’s Board of Directors on 
October 26, 2017. 
 INDEPENDENT AUDIT FIRM 
The Issuer’s ordinary Shareholders' Meeting of May 19, 2017 appointed Deloitte & Touche 
S.p.A. to carry out the legal audit of the Issuer’s financial statements and consolidated financial 
statements and to verify the regularity of the company accounts and the correct recognition of 
operating events in the accounting records for the financial years 2017-2019, pursuant to 
Legislative Decree No. 39/2010.

37 
 
In light of WIIT’s imminent listing and share trading on the EXM, and acquirement of the status 
of “public interest body” as per Article 16 of Legislative Decree No. 39/2010, the Issuer’s 
Shareholders’ Meeting resolved, on November 30, 2018, to appoint an independent audit firm, 
as per Articles 13 and 17 of Legislative Decree No. 39/2010, effective from the start of the 
trading of WIIT shares on the EXM, for the auditing of: (i) the financial statements of the 
financial years 2018-2026 at December 31, 2026 in relation to the Company’s statutory 
financial statements and WIIT Group’s consolidated financial statements; and (ii) the 
condensed half-year financial statements for the half-years ending June 30 of the financial 
years 2019-2026. 
 EXECUTIVE OFFICER FOR FINANCIAL REPORTING  
At the Report Date, WIIT’s CFO, Stefano Pasotto, is its Executive Officer for Financial 
Reporting, as appointed by the Board of Directors on November 30, 2018, in consideration of 
his relevant accounting experience (3). 
The appointment of Stefano Pasotto as Executive Officer for Financial Reporting was made as 
per the Company’s By-Laws regarding appointments and professional requirements. As per 
Article 22 of the By-Laws, the Executive Officer for Financial Reporting must have at least five 
years of significant professional experience in accounting, economics and finance and must 
meet any additional requirements set by the Board of Directors and/or by applicable law and 
regulations. 
The Executive Officer for Financial Reporting is assigned, among others, the following tasks: 
(i) drawing up accompanying written statements for accounting information disclosed to the 
market; (ii) preparing adequate administrative and accounting procedures for preparing 
financial statements and other financial communications; and (iii) certifying, with a report on 
the financial statements, the adequacy and effectiveness of administrative and accounting 
procedures, compliance with international accounting standards, and the statements’ 
adequacy in providing a truthful and proper representation of the Company’s equity and 
economic and financial position. 
 COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND 
RISK MANAGEMENT SYSTEM 
The Company has established the following coordination methods between the various parties 
involved in the ICRMS (i.e. the Board of Directors, the Director in charge of the ICRMS, the 
Control, Risks and Related Parties Committee, the Internal Audit Manager, the Executive 
Officer for Financial Reporting, the Supervisory Board, and the Board of Statutory Auditors): 
- participation in meetings of the Control, Risks and Related Parties Committee by the Internal 
Audit Manager, the Board of Statutory Auditors, members of the Supervisory Board, and 
the Executive Officer for Financial Reporting;  
- minuting of the Control, Risks and Related Parties Committee meetings. 
10 DIRECTORS’ INTERESTS AND RELATED PARTY TRANSACTIONS 
WIIT’s Board of Directors (4), with the favorable opinion of the Independent Directors, adopted 
the “WIIT S.p.A. Related Party Transactions Policy” on March 18, 2019, subsequently 
amending it, again with the favorable opinion of the Independent Directors, on June 24, 2021 
(the “RPT Policy”).  
 
(3) We note that, before becoming WIIT’s CFO, Stefano Pasotto worked at: (i) Elekta S.p.A. (the Italian branch 
of the Swedish multinational medical equipment group), as sole accountant and officer for financial reporting; 
(ii) Ritrama Group (the chemical sector leader in manufacturing self-adhesive materials), as accountant and 
officer for financial reporting; (iii) Proximm S.p.A. (belonging to RE/MAX Group), as administration and HR 
manager.  
(4) The RPT Policy was approved by the Company’s Board of Directors on March 18, 2019, with entry into 
force contingent on the commencement of the trading of WIIT’s ordinary shares on the EXM. The RPT Policy, 
after the trading commencement date of WIIT shares on the EXM, was submitted to the opinion of the Control, 
Risks and Related Parties Committee, and, for final approval, to the Board of Directors.

38 
 
The RPT Policy lays down the rules for identifying, reviewing, approving and executing related 
party transactions concluded by the Company directly or through its subsidiaries. The main 
aims of the RPT Policy are: (i) to identify the categories of related parties and transactions of 
significant strategic, economic or financial importance, to which specific authorization and/or 
disclosure mechanisms apply; (ii) to serve as a helpful guide to be referred to by the functions 
involved in the process, each within its remit, and (iii) to help safeguard the Company’s financial 
integrity and operating continuity. 
The RPT Policy is made available on the Company’s website (www.wiit.cloud), in the 
Company/Governance/Documents section. 
The Board of Directors established the Control, Risks and Related Parties Committee to carry 
out, among other tasks, the role provided for by the Consob RPT Regulation for a committee 
of Non-Executive Directors, the majority of whom must be Independent Directors. 
11 BOARD OF STATUTORY AUDITORS 
Appointment  
The appointment and replacement of Statutory Auditors is governed by current legislation and 
by Article 21 of the Company’s By-Laws. 
As per Article 21 of the By-Laws, the Board of Statutory Auditors consists of three (3) Statutory 
Auditors and two (2) Alternate Auditors. The Statutory Auditors must qualify as independent 
as prescribed by law. They are appointed for a period of 3 (three) years which expires on the 
date of the Shareholders’ Meeting called for the approval of the financial statements relating 
to the final year in office. 
Statutory Auditors are appointed on the basis of slates, in accordance with the procedures 
illustrated below. Each slate must indicate at least one (1) candidate for the office of Statutory 
Auditor and one candidate for the office of Alternate Auditor and may include up to a maximum 
of three (3) candidates for the office of Statutory Auditor and two (2) candidates for the office 
of Alternate Auditor. The candidates are listed by progressive numbering. The slate is 
composed of two sections: one for the candidates for the office of Statutory Auditor and the 
other for candidates for the office of Alternate Auditor. Subject to ineligibility, each candidate 
may appear only on one slate. For slates which in the Statutory Auditors section include three 
(3) candidates, candidates must be included of the other gender in the first two (2) positions of 
the said section and in the first two (2) positions of the Alternate Auditors section. 
Shareholders who, individually or collectively, possess the minimum holding required by the 
By-Laws for the presentation of slates for the appointment of members of the Board of 
Directors have the right to present slates. A shareholder may not present or contribute or vote 
upon more than one slate, even if through a nominee or a trust company.  
The ownership of the minimum holding necessary to present slates is established considering 
(i) the shares which are registered to the shareholder on the day on which the slates are filed 
with the Company and (ii) the Company’s share capital on that same date. The relative 
ownership certificate may be sent after filing of the slate, although by the deadline for the 
publication of slates by the Company. 
The slates, accompanied by the curricula vitae of the designated individuals and signed by the 
shareholders submitting them, must be filed with the registered office by the 25th (twenty-fifth) 
day prior to the date of the Shareholders’ Meeting in first or single call, without prejudice to the 
legal filing period for notices of meeting after the first, and made available to the public 
according to the applicable law and regulations.  Without prejudice to the option of submitting 
certification of possession of the equity interest by the deadline set out in Article 21.8 of the 
By-Laws, information concerning the following must also be provided upon submission of the 
slate: (i) information regarding the identity of the shareholders who submitted the slate, with 
an indication of the total shareholding possessed, (ii) a curriculum vitae of each candidate 
containing thorough information about his or her personal and professional profile and (iii) the 
additional information required by applicable law and regulations to be indicated in the notice

39 
 
of the Shareholders’ Meeting.  Shareholders other than those who separately or jointly hold a 
controlling or relative majority shareholding must also submit a declaration certifying the 
absence of connecting relationships with these latter shareholders. This same deadline applies 
to the filing of the declarations by which the individual candidates accept their candidature and 
declare, in good faith, that they are not subject to any grounds of ineligibility or incompatibility 
in accordance with the law, comply with the limit on concurrent positions set out in Article 21.10 
of the By-Laws and meet the requirements set out by the applicable law and regulations and 
by the By-Laws for members of Boards of Statutory Auditors, along with a list of offices of 
direction and control occupied by the candidates at other companies. 
Persons who hold direction or control positions exceeding the limits established by applicable 
law and regulations may not be appointed as Statutory Auditors. 
Slates presented in violation of the above rule are considered not presented and are not voted 
upon. 
The procedure for electing Statutory Auditors is as follows: 
a) from the slate which obtained the highest number of votes at the Shareholders' Meeting, 
based on the progressive order on the slate, 2 (two) Statutory Auditors and 1 (one) 
Alternate Auditor are elected; 
b) the remaining Statutory Auditor and the other Alternate Auditor are drawn from the slate 
which obtained the second-highest number of votes among those submitted and voted for 
by shareholders who are not connected to the shareholders of reference as defined in 
Article 148, paragraph 2, of the CFA, in the sequential order in which they are presented 
in the sections of the slate. 
Where multiple slates have received the same number of votes, a fresh round of balloting takes 
place between these slates, in accordance with applicable law and regulations, with the 
candidates from the slate attaining a simple majority deemed elected. 
The first candidate in the section referring to candidates for the office of Statutory Auditor 
appointed in accordance with Article 21.12 b) of the By-Laws is elected Chairperson of the 
Board of Statutory Auditors. 
Where the composition of the Board of Statutory Auditors resulting from the application of the 
above rules does not ensure compliance with the gender equality rules set out in applicable 
law and regulations, taking into account their order on the slates, the last elected members of 
the slate that received the most votes of the over-represented gender will be removed in the 
number necessary to ensure compliance with this requirement and be replaced by the first 
non-elected candidates on the same slate of the under-represented gender.  In the absence 
of candidates from the under-represented gender of the slate which obtained the highest 
number of votes of a sufficient number to proceed with replacement, the Shareholders’ Meeting 
appoints the Board member through statutory majority, ensuring compliance with the 
requirements. 
Where only one slate is presented, the Shareholders’ Meeting votes on this slate; where the 
slate obtains the relative majority, 3 (three) candidates shall be elected Statutory Auditor as 
indicated by progressive order in the relative section and 2 (two) candidates shall be elected 
Alternate Auditor as indicated by progressive order in the relative section; the Chairperson of 
the Board of Statutory Auditors shall be the first candidate of the section for Statutory Auditor 
in the slate presented.  In the event of the death, waiver or loss of office of a Statutory Auditor, 
he or she will be replaced by the first Alternate Auditor elected, provided that such replacement 
ensures gender equality in accordance with applicable law and regulations. Otherwise, he or 
she will be replaced by the second Alternate Auditor. If the Chairperson ceases to hold office, 
the Board of Statutory Auditors selects and appoints the new Chairperson from among its 
members, and this new Chairperson remains in office until the first Shareholders’ Meeting, 
which must complete the composition of the Board of Statutory Auditors.

40 
 
In the absence of slates, the Board of Statutory Auditors and its Chairperson are appointed by 
the Shareholders’ Meeting by statutory majority in compliance with, among others, the 
applicable gender balance regulations. In cases of appointment of Statutory Auditors other 
than the election of the entire Board of Statutory Auditors, the Shareholders’ Meeting resolves 
with the statutory majority in accordance with applicable law and regulations, including those 
governing equality of the genders. 
Where multiple slates are submitted, in the event of the death, waiver or loss of office of a 
Statutory Auditor, he or she will be replaced by the first Alternate Auditor from the same slate 
as outgoing Auditor, provided that such replacement ensures gender equality in accordance 
with applicable law and regulations. Otherwise, he or she will be replaced by the second 
Alternate Auditor. The following procedures apply to the completion of the composition of the 
Board of Statutory Auditors by the Shareholders’ Meeting: where Auditors elected from the 
Majority Slate are to be replaced, they are appointed by the vote in favor of a relative majority, 
without being tied to slates, in accordance with applicable law and regulations, including with 
regard to gender quality; where, on the other hand, Auditors elected from the Minority Slate 
are to be replaced, they are appointed by relative majority vote, from among the candidates 
presented in the slate from which the Auditor to be replaced was taken or, where this is not 
possible, from the candidates included in any additional Minority Slates, in accordance with 
applicable law and regulations, including with regard to gender equality.  In the absence of 
candidates on the Minority Slate or Slates, the Auditors are appointed by voting for one or 
more slates, consisting of a number of candidates not exceeding those to be elected, 
presented prior to the Shareholders’ Meeting in accordance with the provisions set out in this 
Article with regard to the appointment of the Board of Statutory Auditors, it being understood 
that slates may not be presented (and will be void if presented) by the shareholders of 
reference or shareholders connected to them, as defined in applicable law and regulations.  
The candidates from the slate that obtained the most votes will be elected. 
Composition and operation of the Board of Statutory Auditors (pursuant to Article 123-
bis, paragraph 2, letter d) CFA)  
The Company’s Board of Statutory Auditors in office at the Report Date was appointed by the 
Issuer’s Ordinary Shareholders’ Meeting of May 5, 2021, for a period of three years, until 
approval of the financial statements at December 31, 2023.  
On the basis of the single slate presented by the shareholder WIIT Fin S.r.l., holder of 57.85% 
of the share capital of WIIT and 73.25% of the voting rights, the following Statutory Auditors 
were appointed: 
- 
Paolo Ripamonti, as Statutory Auditor and Chairperson of the Board of Statutory 
Auditors;  
- 
Chiara Olliveri Siccardi, as Statutory Auditor; 
- 
Francis De Zanche, as Statutory Auditor;  
- 
Guido Giovando, as Alternate Auditor;  
- 
Fabrizia Pecunia, as Alternate Auditor; 
Below is a summary curriculum vitae of each member of the Board of Statutory Auditors, 
indicating their most relevant expertise.

41 
 
Paolo Ripamonti. A graduate in Business Administration from Bocconi University, with a 
specialization in Corporate Finance, he is a member of the Order of Chartered Accountants of 
Milan and in a registered Statutory Auditor. He is an independent professional, Statutory 
Auditor of national and international companies, technical consultant for the Court of Busto 
Arsizio, and specializes in accounting, tax and corporate consulting, offering particular 
assistance to joint-stock companies. 
Chiara Olliveri Siccardi. Having graduated with a degree in Economics and Business from 
the University of Turin, she is a member of the Order of Accountants of Turin and of the 
Register of Auditors, and specializes in corporate, administrative and tax work at both national 
and international levels, collaborating with companies and groups in the biggest economic 
sectors. 
Francis De Zanche. Having graduated with a degree in Economics and Business from the 
University of Padua, he is a member of the Order of Accountants of Padua and the Register 
of Legal Auditors at the Ministry for the Economy and Finance. He is a contract lecturer at 
CUOA Business School (Vicenza), and former business consultant for Accenture, and later 
Adacta, with particular expertise in Corporate Finance, Controlling & Business Planning. 
Guido Giovando: Born in Turin on March 28, 1971, He is Associate Professor of Business 
Economics at the University of Turin, having graduated in Economics from the same university. 
Since 1996, he has been a member of the Order of Chartered Accountants of Turin, with 
Membership No. 1986, and, since 1999, has been a registered Statutory Auditor, as per 
Ministerial Decree of November 25, 1999, as published in the Official Gazette of the Italian 
Republic No. 100-IV, Special Series of December 17, 1999 (with Registration No. 110486). 
Fabrizia Pecunia: Born in La Spezia on March 13, 1973, she is a graduate in Business and 
Economics from the University of Parma. Since 2012, she has been registered as a Statutory 
Auditor, as per Ministerial Decree of July 11, 2012, as published in the Official Gazette of the 
Italian Republic No. 56, Special Series of June 20, 2012 (with Registration No. 167061). 
In the year, the Board of Statutory Auditors met 7 times, with an average meeting duration of 
approximately 1.5 hours, and member attendance of 100%. 
In FY 2022, it is expected that the Board of Statutory Auditors will meet 5 times, although, at 
the Report Date, it has not yet met. 
Diversity criteria and policies 
Up until the Report Date, the Company has not adopted any specific or gender diversity criteria, 
deeming it sufficient, for the composition of its Board of Statutory Auditors, to comply with legal 
and By-Law requirements. 
Specifically: 
a) 
as per Article 2 of Law No. 120 of July 12, 2011, requiring, for the first office applicable 
under this legislation, that the under-represented gender obtain a quota equal to at least 
one fifth of elected Statutory Auditors; 
b) 
as per Recommendation 8 of the Corporate Governance Code, requiring that at least 
one third of the Board of Statutory Auditors, where independent, is composed of 
members of the under-represented gender; 
c) 
as per Article 21 of the By-Laws, where the composition of the Board of Statutory 
Auditors resulting from the application of the appointment criteria does not ensure 
compliance with the gender equality rules set out in applicable law and regulations, 
taking into account their order on the slates, the last elected members of the slate that 
received the most votes of the over-represented gender will be removed in the number 
necessary to ensure compliance with this requirement and be replaced by the first non-
elected candidates on the same slate of the under-represented gender.

42 
 
Independence 
Meeting on May 5, 2021, the Board of Directors verified the integrity and professionalism 
requirements of all members of the Board of Statutory Auditors as per Article 148, Paragraph 
4 of the CFA, and Implementing Regulation of the Justice Ministry No. 162/2000. In the same 
meeting, Board of Directors also verified the independence requirements of all members of the 
Board of Statutory Auditors as per Article 148, Paragraph 3, of the CFA and the Corporate 
Governance Code. 
Remuneration 
The remuneration of the Statutory Auditors is commensurate with the commitment required, 
the importance of the role covered, in addition to the size and sector of the Company. 
12 RELATIONS WITH SHAREHOLDERS  
In order to (i) establish a flow of communications with the generality of shareholders and 
institutional investors, and (ii) carry out specific tasks in the management of relations with 
Borsa Italiana S.p.A. and Consob concerning price sensitive information, the Company 
established an Investor Relations department, composed, at the Report Date, of Stefano 
Pasotto, as Investor Relations Director, and Francesca Cocco, as External Consultant.  
The provision of information to investors is also ensured by making the most relevant 
documentation available on a timely and ongoing basis on the Issuer's website 
(www.wiit.cloud), in the Investors and Company/Governance sections. The documentation 
made freely available includes all press releases to the market, periodic accounting 
documentation, documentation distributed during meetings with professional investors, 
analysts and the financial community, and any other documentation whose publication on the 
Issuer's website is required by applicable law. We note that, to facilitate shareholder access to 
information on the Issuer, the Company provides an “Investor Kit” on its website 
(www.wiit.cloud), in the Investors/Investor Kit section. 
In contributing to the drafting of press releases, and coordinating communications with the 
financial community, and to ensure full compliance with current legislation and confidentiality 
obligations, the Investor Relations Department applies the Inside Information Policy adopted 
by the Issuer. 
The Company also manages its dialog and discussion with shareholders and the financial 
community through special events and conferences, such as conference calls following the 
approval of period results and significant transactions, analyst conferences, and the Euronext 
STAR Conference. 
13 SHAREHOLDERS’ MEETING (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, 
LETTER C), CFA) 
Regarding the Shareholders’ Meeting, we note that, as per Article 10 of the Company’s By-
Laws, the meeting is convened by notice published on the Company’s website 
(www.wiit.cloud), in the Company/Governance/Shareholders’ Meeting section, by other 
methods as per current legal and regulatory provisions, and, if required by such provisions, or 
by the Directors, by notice published in at least one national newspaper. The Shareholders’ 
Meeting may be convened in Italy, also outside the registered office, in a single session. 
However, should the Board of Directors see fit, the Ordinary Shareholders’ Meeting may be 
held over two sessions, and the Extraordinary Shareholders’ Meeting over two or three 
sessions, with the necessary legal majorities. 
The rights of attendance and representation at the Shareholders’ Meeting are governed by 
current legal and regulatory provisions. We note that electronic notification of proxy 
participation in the Shareholders’ Meeting may be made via the dedicated section of the 
Company’s website or by message to the e-mail address indicated in the Shareholders’ 
Meeting call notice, and that the Company may designate for each Shareholders’ Meeting one 
or more individuals to whom those entitled to vote can grant a proxy, as per current legal and 
regulatory provisions, providing information in the notice of meeting, and publishing the proxy

43 
 
form to be used on the Company’s website. 
The Shareholders’ Meeting is chaired by the Chairperson of the Board of Directors, or, in their 
absence or impediment, by the Vice-Chairperson, or, failing this, by a person designated by 
the Shareholders’ Meeting itself. The Chairperson of the Shareholders’ Meeting is responsible, 
as per law, the Company’s By-Laws, and the Shareholders’ Meeting Regulation (as described 
below), for the supervision and regulation of the proceedings of the Shareholders’ Meeting, 
including the determination of the voting order and system, the counting of votes, verification 
that the meeting has been properly convened, and verification of identities, rights to participate, 
the regularity of proxies, and voting results. The Chairperson is assisted by a secretary 
appointed by the Shareholders’ Meeting on the proposal of the Chairperson. In addition to 
cases required by law, when deemed opportune by the Chairperson, the minutes are drawn 
up by a notary public of the Chairperson’s choosing. 
Regarding the appointment of Directors, without prejudice to that indicated above in Section 
4, the relative majority of the share capital represented at the Shareholders’ Meeting is 
sufficient, excluding abstainers from the calculation, while, regarding the appointment of the 
Board of Statutory Auditors, reference should be made to that indicated in Section 12. 
To facilitate participation and the exercise of the right to vote in the Shareholders’ Meeting, the 
Company’s By-Laws provide the possibility for shareholders to be represented by proxy. The 
By-Laws also allow the Company to designate for each Shareholders’ Meeting one or more 
individuals to whom those entitled to vote can grant a proxy, as per current legal and regulatory 
provisions, giving notice of such in accordance with such provisions. 
* * * 
We note that, on November 30, 2018, the Company’s Ordinary Shareholders’ Meeting 
approved the regulation governing the conduct of WIIT’s Ordinary and Extraordinary 
Shareholders’ Meetings (the “Shareholders’ Meeting Regulation”). The Shareholders’ 
Meeting Regulation is made available on the Company’s website (www.wiit.cloud), in the 
Company/Governance/Shareholders’ Meeting section. 
* * * 
Only one Shareholders’ Meeting was held during the Year, on May 5, 2021. We note that, due 
to the COVID-19 emergency, and, therefore, in compliance with provisions established to 
protect both public health and that of the shareholders, employees, representatives and 
consultants of the Company, and as per Legislative Decree No. 18 of March 17, 2020, the 
Shareholders’ Meeting was attended, by the admitted individuals only, via telecommunications 
means, and that shareholders intervened exclusively via the designated representative, as per 
Article 135-undecies of the CFA. The aforementioned Shareholders’ Meeting was attended by 
the following Directors: 
- 
Riccardo Mazzanti (via audio-video conference);  
- 
Alessandro Cozzi (via audio-video conference);  
- 
Enrico Rampin (via audio-video conference); 
- 
Dario Albarello (via audio-video conference); 
- 
Riccardo Sciutto (via audio-video conference); 
- 
Francesco Baroncelli; and  
- 
Annamaria Di Ruscio.

44 
 
In accordance with applicable law and regulations, the Board of Directors reported on the 
activities carried out and endeavored to ensure that shareholders had all necessary 
information so that they could take, with sufficient knowledge, the decisions within the authority 
of a Shareholders' Meeting. 
* * * 
We note that the Board did not find significant changes in the shareholding structure such as 
to require the proposal of amendments to the By-Laws. 
Despite the change in the Company’s capitalization recorded during the year, the Issuer, at 
the Report Date, continued to qualify as an “SME” as per Article 1, Paragraph 1, Letter w-
quater.1, of the CFA, and, therefore, the Board of Directors did not find any relevant need to 
propose changes to the By-Laws. 
14 FURTHER CORPORATE GOVERNANCE PRACTICES PURSUANT TO ARTICLE 123-
BIS, PARAGRAPH 2, LETTER A), CFA 
On March 19, 2020, the Board of Directors approved the “M&A Policy - Business Combination” 
regarding the process for managing merger and acquisition operations. 
15 CHANGES SUBSEQUENT TO THE YEAR-END 
No changes have been made to the Company’s Corporate Governance structure since year-
end other than those described in this Report. 
16 CONSIDERATIONS ON THE LETTER OF DECEMBER 3, 2021 OF THE 
CHAIRPERSON OF THE CORPORATE GOVERNANCE COMMITTEE 
During the meeting of January 27, 2022, the letter from the Chairperson of the Corporate 
Governance Committee of December 3, 2021 was brought to the attention of the Board of 
Directors, becoming a subject of discussion for the Board.

STRUCTURE OF THE BOARD OF DIRECTORS 
 
Board of Directors 
Office 
Member 
Year of 
birth 
Date of first 
appointment 
In office 
from 
In office until 
Slate 
(presented 
by) 
(**) 
Slate  
Exec. 
Non-
exec. 
Ind. 
Code 
Ind 
CFA 
No. other 
offices 
Attendance 
Chairperson  
Riccardo Sciutto 
1971 
30/11/18 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
M 
 
X 
 
 
 
8/8 
CEO 
Alessandro Cozzi(°) 
1972 
26/06/1996 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
M 
X 
 
 
 
 
8/8 
Executive 
Director 
Igor Bailo 
1971 
05/05/21 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
 
X 
 
 
 
 
8/8 
Executive 
Director  
Francesco 
Baroncelli 
1971 
09/10/18 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
M 
X 
 
 
 
 
8/8 
Executive 
Director  
Enrico Rampin 
1968 
29/06/2009 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
M 
X 
 
 
 
 
8/8 
Stefano Dario 
Executive Director 
1968 
05/05/21 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
M 
X 
 
 
 
 
8/8 
Director 
Annamaria Di 
Ruscio 
1967 
30/11/18 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
M 
 
X 
X 
X 
1 
6/8 
Director 
Emanuela Basso 
Petrino 
1974 
05/05/21 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
M 
 
X 
X 
X 
 
7/8 
Director 
Nathalie Brazzelli 
1975 
05/05/21 
05/05/21 
Approval 2023 
Accounts 
Shareholders 
M 
 
X 
X 
X 
 
7/8 
(*) Director in charge of the Internal Control and Risk Management System

STRUCTURE OF THE INTERNAL BOARD COMMITTEES AT YEAR-END  
BoD 
Executive 
Committee 
Control, Risks and Related Parties 
Committee 
Appointments and Remuneration 
Committee 
Office  
Member 
 
 
(*) 
(**) 
(*) 
(**) 
Chairperson  
Riccardo Sciutto 
N/A 
N/A 
1/1 
M 
1/1 
M 
CEO 
Alessandro Cozzi 
N/A 
N/A 
- 
 - 
 - 
- 
Executive Director 
Igor Bailo 
N/A 
N/A 
- 
 - 
 - 
- 
Executive Director  
Francesco 
Baroncelli 
N/A 
N/A 
- 
 - 
 - 
- 
Executive Director  
Enrico Rampin 
N/A 
N/A 
- 
 - 
 - 
- 
Executive Director  
Stefano Dario  
N/A 
N/A 
- 
 - 
 - 
- 
Director 
Annamaria Di 
Ruscio 
N/A 
N/A 
1/1 
P 
1/1 
M 
Director 
Emanuela Basso 
Petrino 
N/A 
N/A 
1/1 
- 
1/1 
P 
Director 
Nathalie Brazzelli 
N/A 
N/A 
1/1 
M 
1/1 
- 
DIRECTORS LEAVING OFFICE DURING THE YEAR  
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
MEMBERS WHO ARE NOT DIRECTORS 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
N/A 
Number of meetings held in the year: 
N/A 
1 
1 
(*) This column indicates the attendance of the Director at committee meetings. 
(**) This column indicates the position of the Director on the Committee: “C”: Chairperson; “M”: member.

2 
 
STRUCTURE OF THE BOARD OF STATUTORY AUDITORS  
 
Board of Statutory Auditors 
Office 
Member 
Year of birth 
Date of first 
appointment 
(*) 
In office 
from 
In office until 
Slate 
(M/m) 
(**) 
Ind. Code 
Attendance at Board meetings 
(***) 
No. other offices 
(****) 
Chairperson 
Paolo Ripamonti 
1968 
29/04/2011 
05/05/21 
Approval 2023 Accounts 
M 
X 
7/7 
12 
Statutory Auditor 
Chiara Olliveri Siccardi 
1976 
05/05/2021 
05/05/21 
Approval 2023 Accounts 
M 
X 
7/7 
3 
Statutory Auditor 
Francis De Zanche 
1977 
05/05/2021 
05/05/21 
Approval 2023 Accounts 
M 
X 
7/7 
7 
Alternate Auditor 
Guido Giovando 
1971 
16/04/2015 
05/05/21 
Approval 2023 Accounts 
M 
X 
0/7 
15 
Alternate Auditor 
Fabrizia Pecunia 
1973 
30/11/2018 
05/05/21 
Approval 2023 Accounts 
M 
X 
0/7 
3 
(*) The first appointment of each Statutory Auditor refers to the date on which the Statutory Auditor was appointed for the first time to the Board of Statutory Auditors of the Issuer. 
(**) This column indicates whether the slate from which each Statutory Auditor is selected is a “majority” slate (“M”), or a “minority” slate (“m”), 
*** This column indicates the attendance by Statutory Auditors at meetings of the Board of Statutory Auditors 
(****) This column indicates the number of offices of Director or Statutory Auditor in accordance with Article-148 bis of the CFA and the relative enacting provisions in the Consob Issuers’ Regulation. The 
complete list of offices held is published by Consob on its website pursuant to Article 144-quinquiesdecies of the Consob Issuers’ Regulation.

*.*.* 
 
For the Board of Directors 
Chairperson Riccardo Sciutto