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Financial Reports

This section provides a record of financial reports and relations drafted annually by INWIT S.p.A.

Furthermore the Carve-out financial statements of Vodafone Towers S.r.l. and the Indipendent auditor’s Report are available for consultation.

The Carve-Out Financial statements of Vodafone Towers S.r.l. relating to the year ended 31 st December 2019, included in this section, has been prepared by Vodafone Towers in order to allow INWIT to process the pro-forma information that will be included in the prospectus being prepared relating to the admission to trading of the new ordinary shares of INWIT S.p.A. issued, without capital increase, to service the exchange of the merger by incorporation of Vodafone Towers S.r.l. in INWIT S.p.A. and to be assigned to Vodafone Europe B.V. In view of the cancellation of the equity investment held by it in Vodafone Towers S.r.l., the aforementioned prospectus will be made public as soon as it is approved by Consob.

The Carve-Out Financial Statements have been written according to the criteria and assumptions reported in the relative notes, also taking into account that Vodafone Towers was incorporated on August 1 st 2019 and received the "Towers" division split from Vodafone Towers Italia S.p.A. on December 1 st , 2019; therefore the economic, financial and asset information relating to the period from 1 st January 2019 to 30 th November 2019 has been extracted from the accounting of Vodafone Italia S.p.A. In order to correctly read the information contained in the Carve-Out Financial Statements, it is necessary to read, among other things, the criteria and assumptions underlying the preparation of the same, including those relating to the revenue item, reported in note 2 – summary of the drafting of Carve-Out adopted for the preparation of the financial statements.

Download the Carve-Out financial statements of Vodafone Towers S.r.l.

Download the Indipendent auditor’s Report regarding Carve-Out financial statements of Vodafone Towers S.r.l

PRO-FORMA SEPARATE INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2019 AND RELATED EXPLANATORY NOTES OF INFRASTRUTTURE WIRELESS ITALIANE S.P.A.

This section includes the pro-forma separate income statement for the year ended December 31, 2019 and related accompanied explanatory notes of Infrastrutture Wireless Italiane SpA (hereinafter referred to as "Inwit" or the “Company”), (the "Pro-forma Financial Information"), approved by the Board of Directors on May 27, 2020.

The Pro-forma Financial Information has been prepared for:

  • its inclusion in the prospectus, drawn up according to the format set out in Annexes 3 and 12 of Delegated Regulation (EU) 2019/980, regarding admission to trading of the new Inwit ordinary shares issued, without capital increase, to Vodafone Europe BV (hereinafter "VOD EU" and, jointly with Inwit, the "Parties") - to service the exchange of shares under the merger of Vodafone Towers Srl (hereinafter "VOD Towers") into Inwit - against elimination of the equity investment held by VAD EU in VOD Towers (hereinafter the "Merger"), and
  • any other document potentially prepared in connection with any capital markets transaction.

Specifically, the Pro-forma Financial Information has been prepared to represent the main effects of the following transactions on the Company’s the separate income statement for the financial year ended December 31, 2019:

i) the signing of a loan agreement with a pool of banks (hereinafter the "Loan"),

ii) the signing of certain commercial contracts with Telecom Italia S.p.A. and Vodafone Italia S.p.A. (hereinafter the “Contracts”),

iii) the acquisition from VOD EU of 43.4% of the share capital of VOD Towers for Euro 2,140 million, and the subsequent Merger (hereinafter “Business Combination” and together with the Loan and the Contracts, collectively referred to as the “Transaction”).

As previously noted, the Pro-forma Financial Information has been prepared to simulate, according to measurement criteria consistent with historical data and in compliance with the applicable legislation, the main effects of the Transaction on the Company's separate income statement, as if the transaction had occurred on January 1, 2019.

It should also be noted that the information contained in the Pro-forma Financial Information is a simulation, which is provided for illustrative purposes only, of the potential effects of the Transaction. In particular, since pro-forma information is developed to retroactively reflect the effects of subsequent transactions, despite compliance with commonly accepted rules and the use of reasonable assumptions, there are limits inherent in the very nature of pro-forma information.

Therefore, it should be noted that if the Transaction had taken place on the assumed date, the same results shown in the Pro-forma Financial Information would not necessarily have been obtained.

Lastly, it should be noted that the Pro-forma Financial Information is not intended as a forecast of the Company's future results and should therefore not be used for such purpose.

Download the "Pro-forma separate income statement for the year 2019

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