A Digital Infrastructure Company
INTERIM
FINANCIAL REPORT
AT JUNE 30, 2026
INWIT, behind your connectivity.
A Digital Infrastructure Company Infrastrutture Wireless Italiane S.p.A.’s (hereinafter “INWIT”) Interim Financial Report at June 30, 2026 has been prepared in accordance with Article 154-ter (Financial Reporting) of Legislative Decree no. 58/1998 (Consolidated Finance Act - TUF) as amended, and prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board and endorsed by the European Union (defined as “IFRS”), as well as the provisions issued in implementation of Article 9 of Legislative Decree no. 38/2005.
The Interim Financial Report at June 30, 2026 includes:
• the Interim Management Report;
• the condensed interim consolidated financial statements of Infrastrutture Wireless Italiane S.p.A. at June 30, 2026;
• the Certification of INWIT’s Condensed Interim Consolidated Financial Statements at June 30, 2026, pursuant to Article 81-ter of Consob Regulation no. 11971 of May 14, 1999, as amen ded.
In addition to the conventional financial indicators required by IFRS, INWIT uses certain alternative performance indicators to enable a better assessment of its financial perfor mance, financial position and cash flows. In particular, alternative performance indicators refer to: EBITDA, EBIT, net financial debt, INWIT net financial debt, and Operating Free Cash Flow .
It should also be noted that the section “Business outlook for the year 2026” contains forward-looking statements regarding management’s intentions, beliefs, or current expect ations in relation to the financial results and other aspects of the Group’s activities and strategies. Readers of this Report should be aware that actual results may differ significantly from those contained in these forecasts as a result of a number of factors, most of which are beyond the Group’s control.
INTERIM MANAGEMENT REPORT 2026 5
Corporate information and corporate bodies 6 Company profile 9 Highlights at June 30, 2026 18 Management performance and events 19 Operating, capital and financial performance 22 Events after the end of the reporting period 31 Positions or transactions arising from atypical and/or unusual transactions 31 Significant non-recurring events and transactions 31 Business outlook 2026 31 Main risks and uncertainties 32 Internal control and risk management system 37 Related party transactions 40 Alternative performance indicators 40
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT JUNE 30, 2026 41
Contents 42
Consolidated statement of financial position 43 Consolidated Income Statement 45 Consolidated Statement of Comprehensive Income 46 Consolidated Statement of Changes in Equity 47 Consolidated statement of cash flows 48 Notes to The Condensed Interim Consolidated Financial Statements at June 30, 2026 49 Certification of the Condensed Interim Consolidated Financial Statements Abbreviated pursuant to Article 81-ter of the Consob Regulationno. 11971 of May 14, 1999 as amended 82 Limited audit report on the condensed interim consolidated financial statements abbreviated 83
CONTENTS
3 Interim Management ReportThis document has been translated into English for the convenience of the readers. In the event of discrepancy, the Italian language version prevails.
INTERIM MANAGEMENT
REPORT 2026
6 Interim Management ReportCORPORATE GOVERNANCE SYSTEM The Corporate Governance system of INWIT is organised according to the traditional model, in accordance with articles 2380 et seq. of the Italian Civil Code, is in line with national and international best practices in the field, and is structured as indicated below:
Shareholders’ Meeting – deliberative body that expresses the will of the shareholders and is convened in ordinary session at least once a year;
Board of Directors – the body with powers of ordinary and extraordinary administration and management of the Company. The Board of Directors has established 5 Committees: Nomination and Remuneration Committee, Sustainability Committee, Risk and Control Committee, Related Parties Committee and Strategy Committee;
Lead Independent Director - a reference point and coordinator for the needs and contributions of the independent
Directors;
Supervisory Body – body responsible for overseeing the functioning and compliance with Model 231, as well as for its
updating;
Leadership Team – the management governance body.
The Shareholders’ Meeting is competent to resolve – in ordinary or extraordinary session – on: (i) the appointment and removal of members of the Board of Directors and the Board of Statutory Auditors and their related remuneration and liability, (ii) the approval of the Financial Statements and the allocation of profits, (iii) the purchase and disposal of treasury shares, (iv) share ownership plans, (v) amendments to the articles of association (other than those representing a mere adaptation to regulatory provisions), (vi) the issuance of convertible bonds.
INWIT’s Articles of Association have not introduced the mechanisms of enhanced voting rights and/or multiple voting rights.
1. Director Favaro, appointed by co-option by the Board of Directors on September 22, 2025, replacing the resigning Cristian Hillabrant, was confirmed by the shareholders’ meeting on April 30, 2026.SHARE CAPITAL
REGISTERED OFFICE
WEBSITETAX CODE, VAT NO. AND MILAN COMPANY REGISTER NO.COMPANY NAME Infrastrutture Wireless Italiane S.p.A.
600,000,000 euros
Largo Donegani 2, 20121 Milan
08936640963
www.Inwit.itCORPORATE INFORMATION AND CORPORATE BODIES
CORPORATE DATA OF THE PARENTThe Board of Directors (“BoD”), at June 30, 2026, is
composed of:
Oscar Cicchetti
Paola Bonomo
(Independent) (**)
Antonella Odero Ambriola
(Independent) (**)
Stefania Bariatti
(Independent) (**)
Carlo Bozzoli
(Independent) (**)
Paolo Favaro1
(Independent) (**)
Quentin Le Cloarec
(Indipendente) (*)
Nicolas Mahler
Rosario Mazza
Vania Petrella
(Independent) (**)
Giulia Staderini
(Independent) (**)
Barbara Tadolini
(Independent) (**)
Francesco Valsecchi
(Independent and Lead Independent
Director) (**)
Salvatore Lo Giudice (*) Independent as defined by the Consolidated Finance Act (TUF);
(**) Independent as defined by the TUF and the Corporate Governance
Code.Chairperson
Vice Chairperson
Directors
Secretary
7 Interim Management ReportAll members of the Board of Directors are domiciled, in their capacity as directors, at INWIT’s registered office. Within the BoD, the Chairperson, Oscar Cicchetti, and Directors Ambriola, Bonomo, Bozzoli, Favaro, Le Cloarec, Mahler and Mazza have experience in the infrastructure and telecommunications sector.
On April 17, 2025, the BoD confirmed Diego Galli as General Manager of INWIT, having been appointed on October 7, 2022. The General Manager is granted the powers relating to the overall governance of the Company and to ordinary management in its various forms, without prejudice to the powers reserved to the Board of Directors and to the Shareholders’ Meeting by law or by the Articles of Association.
At the meeting of April 28, 2025, the Board of Directors appointed the following Board sub-committees, which at June 30, 2026 are composed as follows:
Nomination and Remuneration Committee: Paola Bonomo (Chairperson), Francesco Valsecchi, Rosario Mazza.
Related Parties Committee: Francesco Valsecchi (Chairperson), Stefania Bariatti, Vania Petrella.
Risk and Control Committee: Stefania Bariatti (Chairperson), Paola Bonomo, Carlo Bozzoli, Barbara Tadolini, Nicolas Mahler.
Sustainability Committee: Giulia Staderini (Chairperson), Antonella Ambriola, Barbara Tadolini.
Strategy Committee: Oscar Cicchetti (Chairperson), Antonella Ambriola, Paolo Favaro, Nicolas Mahler, Rosario Mazza.
Lead Independent Director Represents the point of reference and coordination for the requests and contributions of the independent Directors. The Lead Independent Director is entitled to use the corporate structures for the exercise of the tasks entrusted and to convene special meetings of Independent Directors only (Independent Directors’ Executive Sessions) to discuss issues affecting the functioning of the Board of Directors or the management of the company. Director Valsecchi is Lead Independent Director.
Supervisory Body (hereinafter “SB”) Effective as of May 5, 2020, performs the functions set out in Legislative Decree No. 231/2001. On May 12, 2026, the Board of Directors appointed the current SB, confirming its composition of 3 members, including 2 external members and one internal member, namely the Internal Audit Director of INWIT. The SB will remain in office for three years starting from May 23, 2026, the maturity date of the previous mandate. The Supervisory Body has the task of “supervising the operation of and compliance with the Organisational Model and ensuring that it is updated”, as provided for in Article 6 of Legislative Decree 231/01.THE SUPERVISORY BODY AT JUNE 30, 2026 IS
COMPOSED AS FOLLOWS:
Leadership Team
At June 30, 2026 consists of 12 members, including the General Manager and the directors of the company functions and Business Units. It represents the main executive governance body, which has the task of overseeing the relevant company activities with particular reference to strategic, economic/financial, operational and sustainability plans, HRO policies, also in terms of inclusion and gender equality, procurement policies, internal and external communication, risks and compliance, monitoring large projects.External MemberEleonora Montani
Romina Guglielmetti
Chairperson
Internal Member – Internal Audit Director
Alessandro Pirovano
8 Interim Management ReportBOARD OF STATUTORY AUDITORS The Shareholders’ Meeting of April 23, 2024 appointed the Board of Statutory Auditors, which will hold office until the approval of the financial statements at December 31, 2026.
INDEPENDENT AUDITOR
The Shareholders’ Meeting held on April 23, 2024, appointed KPMG S.p.A. to audit the accounts for the years 2024 - 2032.
FINANCIAL REPORTING OFFICER
At its meeting of April 17, 2025, the Board of Directors, after obtaining the favourable opinion of the Board of Statutory Auditors, appointed Emilia Trudu, Administration, Finance & Control Director, as Financial Reporting Officer pursuant to Article 154-bis of the Consolidated Law on Finance.THE COMPANY’S BOARD OF STATUTORY AUDITORS
AS OF JUNE 30, 2026 IS COMPOSED AS FOLLOWS:
8 Interim Management ReportStanding Auditors Chairperson
Stefano Sarubbi
Annalisa Raffaella Donesana
Giuliano Foglia
Alternate Auditors
Annalisa Firmani
Matteo Carfagnin
9 Interim Management ReportCOMPANY PROFILE 2. Fastweb S.p.A. and Vodafone Italia S.p.A., as of January 1, 2025 have become a single corporate entity Fastweb S.p.A.THE CORE BUSINESS OF INWIT INWIT is one of Italy’s leading Digital Infrastructure Companies, a leader in passive infrastructure for mobile telecommunications, with strong industrial and technical expertise, significant investment capacity and a solid financial structure. With major shareholders from around the world, it is listed in the FTSE MIB, the most significant stock index of the Italian Stock Exchange comprising the top 40 companies by capitalisation and liquidity on Euronext Milan and Euronext MIV Milan, and in the STOXX® Europe 600, comprising 600 of the largest market capitalisation companies in Europe.
In terms of credit rating (summary judgment on the creditworthiness of a company provided by independent international agencies), at June 30, 2026 Fitch Ratings assigned INWIT a BBB- rating with negative credit watch, while S&P Global Ratings assigned a BB+ rating with stable outlook.
The Group builds and manages digital and shared infrastructure that, in a neutral host logic, hosts the radio equipment of its customers, in particular the main players in the mobile telecommunications, FWA and IoT markets. INWIT’s activity therefore plays an essential role in the functioning of mobile telecommunications and the development of digitalisation in Italy.
INWIT’s infrastructure consists of an integrated ecosystem of Tower Infra (towers, poles, masts, related technology systems, gateways and IoT sensors, and in some cases, fibre and Land), Smart Infra (DAS antennas, Small Cells, repeaters) and Real Estate Infra (Land and photovoltaic panels for self-production of renewable energy). INWIT’s Tower Infra network consists of approximately 26,000 towers, distributed in a capillary manner across the national territory, with a density of one tower every 3 km. Overall, the network hosts over 60,000 hospitality contracts (points of presence, or PoPs), for a tenancy ratio (average number of guests per site) of 2.40 guests per site, the highest in Italy and among the highest in Europe.
INWIT’s Smart Infra completes and extends the Tower Infra, providing network coverage and capacity with over 12,000 remote units, DAS, Small Cells and Repeaters that offer coverage to over 850 indoor and outdoor locations and over 1,000 km of road and motorway tunnels.
INWIT Real Estate Infra is responsible for ensuring the management and development of the Company’s infrastructure assets and the end-to-end supervision of the life cycle of passive lease contracts and infrastructure assets.
INWIT’s assets are open to all telecommunications operators, as well as enterprises and public institutions interested in improving mobile connectivity in areas with high user density and specific coverage needs, such as transportation hubs, subways, exhibition centres, hospitals, hotels, stadiums, schools and universities.
INWIT’s integrated offering also enables advanced digital applications, from Industry 5.0 to Smart City, as well as Smart Rural and Smart Transportation solutions.
INWIT plays a primary role in the Italian digital ecosystem and a strategic role for national security, operating as critical infrastructure essential for the resilience of communications. By virtue of the strategic nature of the assets managed, the Group is fully integrated within the national regulatory framework for physical and cyber security. The relevance of INWIT’s assets is further enshrined by the State’s special powers regime (Legislative Decree no. 21/2012 as amended). This regulatory safeguard grants the Executive the power to intervene in the event of resolutions, acts or operations by the management bodies of a company that could compromise the public interest in the security and integrity of mobile communications networks.
INWIT is the market leader in Italy with more than 45% of telecommunications towers, a heritage that originates from the first introduction of mobile technologies in Italy, with towers initially developed by the two main market operators, TIM and Vodafone2. With a highly integrated approach and consolidated and distinctive industrial expertise, INWIT continues to invest to expand and optimise its network, serving the demand for mobile data, coverage needs and the ongoing technological transition from 4G to 5G. All this makes INWIT central in enabling telecommunications technologies, contributing significantly to overcoming the digital divide and digitalising the country.
10THE HISTORY OF INWIT
INWIT was formed in March 2015, following the spin-off of Telecom Italia’s Tower business. The merger with Vodafone Towers, finalised at the end of March 2020, significantly transformed its dimensional and strategic profile, creating the largest infrastructural operator for mobile telecommunications in Italy, with a neutral host role, at the service of all operators.
INWIT’s activities are directly linked to the emergence and development of mobile telecommunications in Italy at the hands of the two main operators in the sector, TIM and Vodafone Italia. As incumbent and first challenger, the two operators have invested in creating the best networks, distinguished both by the quality of locations and the high standard of infrastructure implementation.
INWIT has inherited all of this heritage, along with a wealth of technical and professional knowledge of the highest level, and continues to work to consolidate it, creating a set of systems, processes and knowledge that can create value, serving the rapid and efficient deployment of 5G by operators.
In recent years, INWIT has continued to invest in developing its infrastructure. On the Tower Infra front, the pool of towers has expanded from 22,000 to approx. 26,000 sites, in particular thanks to the new sites provided for by the MSA contract with TIM and Vodafone and the PNRR Italia 5G Densification programme. The hospitality points of presence, have grown at an even higher rate, reaching over 60,000 and leading to a continuous increase in the Tenancy Ratio, to 2.40 customers per tower. INWIT has also carried out a significant programme of land renegotiation and acquisition, completing over 1,600 transactions on average per year, to the benefit of efficiency, and today owns approximately 18.7% of the land surrounding its towers.The Group then decided to give a strong impetus to the development of a Smart Infra network, in support of its macro infrastructure, which now has over 850 locations throughout Italy with dedicated network coverage.
These include, for example, over 180 hospitals, 10 museums, 50 luxury hotels and over 50 supermarkets and logistics centres, and over 2,500 bank branches.
In 2024, INWIT took the lead in the Roma 5G project, finalising the purchase of an exclusive controlling stake of 52% of the share capital of Smart City Roma S.p.A., the company that won the tender launched by Roma Capitale for the concession of the Roma 5G project (in a public-private partnership model). The project lays the foundations for transforming Rome into a true Smart City, developed in collaboration with Roma Capitale and is in support of all operators in the sector to bring 5G connectivity to all the main nerve centres of the city (subways, main squares and streets). The objective is to stably provide the best connectivity and security to a solid base of 3 million residents and over 15 million annual tourists, with a network capacity designed to efficiently respond even to significant traffic increases during major events, as occurred during the 2025 Jubilee. During the second quarter of 2026, the coverage plan of lines B and B1 of the Rome metro was completed, with 48 stations already completed, and 7 stations of line C are under construction. At the same time, as part of the Roma 5G project, managed by the subsidiary Smart City Roma, the activation of Wi-Fi in 92 squares and the enhancement of video surveillance systems were recorded, marking a further step forward in the digitisation process of the Capital.
10 Interim Management Report
11 Interim Management ReportTHE MAIN MILESTONES IN INWIT’S HISTORY
TOWERS, MICROCELLS AND DAS
Thanks to its towers and the implementation of Microcells and DAS, INWIT is a leader in Italy in the field of mobile
telephony infrastructure.20182
PARTNERSHIP
WITH VODAFONE
Thanks to partnership with Vodafone, Italy’s largest tower operator is born. 20193
MERGER OF INWIT AND
VODAFONE TOWERS
The merger generates a
significant transformation
of its size.20204
FTSE MIB AND STOXX®
EUROPE 600
INWIT stock is included in the main Italian stock index, the FTSE
MIB, and the STOXX® Europe 600.• PURCHASE OF DAS
INSTALLATIONS for
coverage of 1,000 km of road and motorway tunnels.
• FIRST FINANCING WITH
THE EIB AND
SUSTAINABILITY-LINKED
TERM LOAN.20215
• RECORD OF OVER 900 NEW
SITES BUILT IN THE YEAR
• FIRST SITES OF THE ITALY 5G
DENSIFICATION PLAN OF THE NRRP
• TENANCY RATIO AT 2.23
• PROTOCOL WITH ANCI, INFRATEL
AND DTD+PROTOCOL WITH UNCEM
to reduce the digital divide and for the digital infrastructure of
mountain communities.2023
• MILAN METRO LINE M4
CONSTRUCTION OF
INFRASTRUCTURE FOR 5G
COVERAGE.
•ISO 50001 ENERGY Management System and UNI PDR 125 for
Gender Equality CERTIFICATION. • NET ZERO TARGET 2040
Target approved by the Science Based Initiative (SBTi).
• WWF AND LEGAMBIENTE
PROJECTS
for environmental monitoring to
protect biodiversity.72024
• MORE THAN ONE BILLION
EUROS IN REVENUES.
• SMART CITY ROME PROJECT:
public-private partnership with Roma Capitale.
• TENANCY RATIO 2.32
• OVER 900 NEW SITES
of which more than 200 in digital divide areas.
• CLIMATE TRANSITION PLAN + CDP
CLIMATE CHANGE SCORE A.
• SUSTAINABILITY-LINKED
FINANCING FRAMEWORK +
INCLUSION IN MIB ESG INDEX.• OVER 600 DAS LOCATIONS
FOR INDOOR COVERAGE
over 130 hospitals, 10 museums and more than 20 transport infrastructures across airports, metros and stations.
• ISO 14001 Environmental Management System and ISO 45001 Health and Safety
Management System
CERTIFICATION. 8
• NRRP “PIANO ITALIA 5G”
for the reduction of the digital divide.
• ESG INDICES:
Inclusion in FTSE4Good.202262025
• TENANCY RATIO 2.38
• OVER 750 NEW SITES
of which more than 300 in digital divide areas.
• APPROXIMATELY 800 DAS
FOR INDOOR COVERAGE
over 150 hospitals, 10 museums and more than 50 supermarkets and
logistics centres.9
• ROMA 5G PROJECT:
coverage of the 31 Rome metro stations completed.
• EIB-INWIT AGREEMENT
worth 350 million euros for the development of digital
telecommunications
infrastructure.
• FIRST SUSTAINABILITY LINKED
BOND of €850 million.
• ISO 37001 CERTIFICATION
Anti-Corruption Prevention
System.
102026
• Exceeded the threshold of
OVER 2,500 BANK BRANCHES
with dedicated network coverage • Inauguration of the NOC– INWIT
NETWORK OPERATION CENTER
• PNRR PROJECT :
reaching TARGET COVERAGE
OVER 500KM2INWIT IS BORN
Creation and listing of Infrastrutture Wireless Italiane S.p.A. Tower Operator Neutral
Host.20151
12 Interim Management ReportINWIT’S STRATEGY FOR VALUE CREATION The technological and market context in Italy is characterised by structural trends that support a growing need for digital infrastructure elements for outdoor and indoor connectivity. In fact, mobile data consumption is expected to continue growing at double-digit rates through 2030, driving the need to expand and enhance the network to support the growth of advanced applications such as artificial intelligence.
We are also witnessing the transition from 4G mobile technology to 5G, still to be completed, which requires a densification of the network and an extension of coverage, both indoor and outdoor, to reduce the digital divide.
Connectivity starts from the digital infrastructure that enables operators’ services and allows things and people to always be connected. In particular, INWIT’s towers and DAS (Distributed Antenna System) enable data transmission and interconnection between people, devices, companies and institutions.
To meet the densification requirements of 5G, a greater number of macro sites and points of presence (Tower Infra) will therefore be required to provide performance, security and ease of use for the end user, always and everywhere. In addition, the transition to 5G is a key driver for the development of microgrids (Smart Infra), which are needed to optimise coverage and capacity, provide low indoor latency (with Distributed Antenna Systems -
DAS), and complete coverage of roads, highways and railways. In the medium term, the development of small cells is also expected to complement macro sites and indoor DAS coverage. The value chain of mobile telecommunications services includes:
• spaces, owned or leased, where infrastructure is located;
• fibre optic link connecting the site to the operators’ “core network”;
• passive infrastructure consisting of poles and pylons usually owned by tower companies and active with antennas owned by operators;
• free or licensed frequencies owned by operators;
• connectivity services, offered by operators, reaching end users, consisting of the public, public and private companies (business customers).Added to this is the Next Generation EU, which is planned by the European Union to stimulate post-pandemic COVID-19 recovery and development. The National Recovery and Resilience Plan (PNRR), within the framework of the Next Generation EU, devotes ample space and substantial resources to the issue of the country’s digital innovation by fostering a broad round of investment in digitalisation and infrastructure. In particular, INWIT was awarded as agent, with TIM and Vodafone, the “Italy 5G Plan - Densification” tender of the PNRR, strengthening its role as an enabler of digitalisation, supporting mobile operators to reduce the digital divide, with a view to territorial inclusion and 5G development. The digital dimension is a necessity for businesses, citizens and public administration in the process of transformation toward more agile and flexible private and public organisational, production and service models.
In this scenario, towers are confirmed as the centre of the ongoing digitalisation trend: connected assets, close to the end user, equipped and shared, able to provide an efficient response to the infrastructure needs of operators.
INWIT has a clear positioning within the value chain, leveraging its assets (micro and macro grid) to offer infrastructure services to operators with a sharing model open to all mobile operators, FWA (Fixed Wireless Access) and other customers such as OTMO (Other Than Mobile Operator) and IoT (Internet of Things).
13 Interim Management ReportTHE PILLARS OF GROWTH In line with INWIT’s model of evolution from Tower Company to Digital Infrastructure Company, INWIT’s long-term strategy focuses on the following growth directions:
Towers Infra – Rawland and Rooftop Towers Smart Infra – DAS, IoT, Small Cells and Large Smart Projects Real Estate Infra – Land and self-consumption of renewable energy
DIGITAL INFRASTRUCTURE GROWTH DRI VER S
Tower Infra Smart Infra Real Estate Infra Effi cient ro llout
Commitment+ Densificazione
Optimi se co -ten ancy for Anchors & OLOsLeadership in dedicated coverage indoor and outdoor
New Towers
Colocation
Land
Energy
DAS & Small
Cells
Large
Projects
IoT 1Strategia di Go to Market segmentata per essere il ‘partner di riferimento’ per i progetti di infrastrutture digitali Approccio multi-factory per garantire una delivery efficiente e affidab ile Automazione dei processi chiave per efficienza e riduzione time to market Competenze sempre più verticali e orizzontali per differenziarsisrelbanEOperations
Digitale
PersoneClienti ARFNI
ASSETS
ARFNI
ECIVRES A SA
RAN as a ServicePotential extensio ns in the TLC value chainEdge Data CentersLeve ragin g on the proprie tary Io T network Enable r of Samrt City & Tran sportatio n projects Potential e xtension in the TLC value chain Further Expand land owne rship Start dis tribu ted
Self-consump tion
of solar e nergy The strategy for Towers aims to confirm INWIT’s leadership as the main Italian tower company, through the roll out of new sites. Drivers of the roll out plan are the MSA sites with TIM and Fastweb and the Italia 5G - PNRR plan. In addition, the growing consumption of data will require the development of additional sites related to densification needs in the long term. This will be accompanied by a strengthened focus on co-location, aiming to further increase the current value of guests per site, equal to 2.40, serving Mobile, FWA and IoT customers.
On the Smart Infra front, INWIT aims to consolidate its leadership in the creation of dedicated coverage for indoor DAS locations, expanding the public and private customer base with a focus on large-scale distribution, hospitality, industry, large real estate projects and healthcare. The plan also devotes particular attention to Smart City and Smart Transportation projects – including ports, airports, stations, subways and road infrastructure – in continuity with the positive track record gained in initiatives such as Fiera Milano, Roma 5G and the coverage of important metro lines and railway stations.
In this context, INWIT towers will increasingly be integrated with other technologies such as Wi-Fi, IoT and fibre to enable innovative services for smart parking, security in public spaces via smart cameras, consumption monitoring (smart metering) and waste management. Finally, the Group expects a continuous and constant focus on INWIT’s real estate assets with the aim of supporting the growth of the EBITDAaL margin.
INWIT’s business is in line with one of the main business models of the circular economy, that of the product as a service, thanks to the possibility of offering more integrated services starting from the infrastructure.
In fact, INWIT shares its assets and infrastructure, including ensuring their maintenance and technology upgrades, with multiple clients, who use them without owning them.
This avoids the need for each operator to build its own infrastructure, resulting in detectable environmental benefits across the entire life cycle of the assets, from the use of materials for construction, to energy use in the operation phase, to the end-of-life phase.
The widespread presence of INWIT’s towers enables the provision of advanced services even in areas where connectivity through fibre optics will arrive later, thus anticipating the country’s digitalisation and the reduction of the digital divide.
A widespread presence that allows INWIT’s towers to be considered natural hubs for carrying out environmental and climate event monitoring as well.
In addition, therefore, the strategy calls for the development of adjacent businesses to foster the development of Smart City. Among those with the highest potential in the medium to long term are IoT (Internet of Things) and hosting minidata centres to be placed at the base of our towers for those services that need low latency.
INWIT also has a Sustainability Plan, an integral part of the industrial strategy, through which it aims to make the transition to a sustainable business model, considered an enabler for the Group’s growth.
14 Interim Management Report
Smart
agricultureRemote
surgery
Smart roads and
autonomous vehiclesIndustry
automationUSECASES
VR/AR
DronesBVLOSSmart
surveillanceHigh-density
venuesTransport
infrastructures
Smartgrid
SmartCityFWA
ultra-broadband
inlowdensity
areas
Smallcells
Massivecapacity
andultra low-latencyPrivatenetworks
Tailored
enterprise
connectivityOpticfiber
Widespread
deployment
Mobilemacro-sites
densification
5G
Edge computing
Computational
powerclosetofinal
user
IoT
Smartconnected
devicesWi-Fi
Indoorwireless
connectivityforhigh
densitylocations
DAS
Densercoverage
onhigh-footfalls
OUR BUSINESS MODEL
FINANCIAL
CAPITALINFRASTRUCTURE
CAPITALHUMAN
CAPITALNATURAL
CAPITAL
SOCIAL AND RELATIONAL
CAPITAL
INPUT
BUSINESS MODEL• Financial resources • Infrastructure • and real estate • Technologies (e.g. 5G) • Technology assets • Business and technological
know-howRelationships with:
• Sales Partner • Local communities • Universities ad research centers• Employees • Collaborators• Energy consumption • Use of resources
OUTPUT
INFRASTRUCTURE CAPITAL
• Communication infrastructure • Optic-fiber links of transmission sites • Service innovation
SOCIAL AND RELATIONAL CAPITAL
• Innovative projects with local communities • Digitalization projects on the territory
HUMAN CAPITAL
• Skills growth • Well-being of employees
NATURAL CAPITAL
• Emissions
• Waste production • Creating added value • Reducing the digital divide and increasing transmission capacity • Development of the productivity of the territory • Dissemination of new technologies (e.g. 5G) • Enterprise network development • Development of local communities • Greater social and digital inclusiveness • Corporate identity and talent attraction • Occupational Health and Safety • Valorization and integration of diversity • Reduction of environmental impactsOUTCOMESFINANCIAL CAPITAL • Capital fastness 14 Interim Management Report
15
Interim Management ReportHISTORICAL PERFORMANCE OF INWIT SHARES (SHARE PRICE INDEXED TO 100)
Cellnex
FTSEMIB IndexSTOXX 600 Europe Telecoms INWITDJ Brookfield Europe Infrastructure CompositeINWIT AND THE FINANCIAL MARKET As of September 22, 2015, INWIT shares traded on the Italian Stock Exchange’s Mercato Telematico Azionario (now called Euronext Milan), after a placement at a price of 3.65 euros per share. As of 2020, five years after the first day of listing, INWIT’s stock has been included in Italy’s main stock index, the FTSE MIB, and in the STOXX® Europe 600, consisting of 600 of the largest market capitalisation companies in Europe. INWIT shares are held mainly by international institutional investors, particularly based in the United Kingdom and the United States, as well as investors from Italy, the rest of Europe and the world. The Company maintains an ongoing dialogue with investors based on the principles of transparency, completeness and timeliness of information, including through participation in meetings, roadshows and industry conferences. In addition, INWIT stock is followed by 20 independent analysts from leading international financial institutions. More information on INWIT stock is available on the company’s website www.inwit.it under “Investor Relations”. The following graph illustrates the performance of the shares over the period from the start of trading to June 30, 2026, in relation to a basket composed of Italian and European market indices and
comparable companies.TOTAL SHAREHOLDER RETURN ON INWIT SHARES COMPARED TO OTHER TOWER COMPANIES
(INDEXED AT 100)
16 Interim Management ReportINWIT’S SHARE CAPITAL AS OF JUNE 30, 2026 During the first half of 2026, the share recorded a performance (total shareholder return) of -22% compared to -9% for the peer group (Cellnex, Crown Castle, American Tower, SBA), closing at June 30 at €6.16.
This performance was set against a complex macroeconomic and sector context, characterised by volatility linked to trade tensions, inflation growth expectations and restrictive monetary policies, which had a downward impact on the entire infrastructure sector.
At the corporate level, although solid industry trends persist (growing need for digital infrastructure and increase in mobile data traffic), the half-year quotations were mainly affected by the complexity of the negotiation dynamics and the evolution of the relationship with the anchor tenants, and by the consequent downward revision of the estimates for 2026 and for the medium term (communicated on March 19) by the Company, factors that exacerbated an already challenging market context, characterised by the slowdown in investments by mobile operators in Italy and the uncertainties linked to the consolidation processes underway in some European markets.
Over a five-year horizon, the Company confirms its position as leader in the peer group in terms of Total Shareholder Return.
16 Interim Management ReportShare capital Market capitalisation (on average prices from January 1, 2026 to June 30, 2026) Number of ordinary shares (no par value) 600 million euros 903,994,8436,681 million euros
17 Interim Management ReportSHAREHOLDING STRUCTURE
THE COMPOSITION OF INWIT’S SHAREHOLDER BASE
AS OF JUNE 30, 2026 IS AS FOLLOWS:
At present, it should be noted that Daphne 3 S.p.A. is 100% controlled by Impulse I S.à.r.l. (in turn controlled by Impulse II S.C.A.); Central Tower Holding Company B.V. is indirectly owned by Oak Holdings 1 GmbH (itself co-controlled by Vodafone GmbH and OAK Consortium GmbH). Daphne 3 S.p.A.
Central Tower Holding Company BV
Free Float
39%32% 24%TREASURY SHARES
As of June 30, 2026, INWIT owns 1,504,095 treasury shares representing 0.166% of the share capital, purchased to service the incentive plans called Long Term Incentive Plan 2023-2027 and 2026-2030.
On May 22, INWIT cancelled 27,895,167 treasury shares, repurchased as part of the Buy-back Program, in execution of the resolution taken on April 30, 2026 by the Extraordinary Shareholders’ Meeting.
The shares are deposited in a securities account held by INWIT S.p.A. with Intesa Sanpaolo S.p.A..
DIVIDEND POLICY AND SHAREHOLDER REMUNERATION
In line with the company’s dividend policy for the period 2024-2026, the shareholders’ meeting of April 30, 2026, upon proposal of the Board of Directors, approved the payment of a dividend for the 2025 financial year, including the use of part of the available reserves, equal to 0.5543 euros per share, representing an increase of 7.5% compared to the previous year. The dividend payment of €0.5543 took place on May 20, 2026 (ex-dividend date May 18, 2026).
In view of the limited visibility of market developments, the medium-term baseline outlook forecasts a dividend per share (DPS) of at least €0.55 (previously, a 7.5% annual dividend per share growth until 2026 and at least +5% annual dividend per share growth in the period 2027-2030 were expected).
Lazard Asset Management 5%HISTORICAL TREND ORDINARY DIVIDEND PER SHARE
2021 2022 2023 2024€ MOrdinary DPS € per share
288310333452480
2025 0.30 0.32 0.35 0.48 0.52 500
20260.55
18 Interim Management Report
HIGHLIGHTS
AT JUNE 30, 2026
-0.8%
compared to first half of 2025531.1
million euros
-2.0%
compared to first half of 2025480.3
million euros
-13.2%
compared to first half of 2025160.3
million euros
-2.5%
compared to first half of 2025380.9
million euros-11.0%
compared to first half of 2025131.7
million euros
+10.4%
compared to first half of 20255,453.3
million euros
+0.6x
compared to first half of 2025 5.7 X
-5.0%
compared to first half of 2025300.1
million euros
18 Interim Management ReportREVENUES
EBITDA
NET PROFIT
EBITDAaLINVESTMENTS
NFP
LEVERAGE
RECURRING
FREE CASH FLOW
19 Interim Management ReportMain indicators unit of measurement 1st Half 2026 1st Half 2025 % Change Number of sites in thousands 25.8 25.3 2.0% Total hospitality in thousands 61.6 59.5 3.5% of which with OLOs in thousands 17.4 16.1 8.1% Tenancy Ratio ratio 2.40x 2.36x 0.04x Remote Units SC/DAS in thousands 12.4 10.7 15.9% Real estate transactions number 800 820 (2.4%) Total Revenue € M 531.1 535.3 (0.8%)
EBITDA € M 480.3 490.0 (2.0%)
EBITDA margin % 90.4% 91.6% (1.1)p.p.
EBIT € M 275.9 288.2 (4.3%)
EBT € M 190.5 223.7 (14.8%)
Profit for the period € M 160.3 184.6 (13.2%)
EBITDAaL € M 380.9 390.6 (2.5%)
EBITDAaL margin % 71.7% 73.0% (1.3)p.p.
Recurring Free Cash Flow € M 300.1 316.0 (5.0%) Capex € M 131.7 147.9 (11.0%) Net Cash Flow € M -347.4 -420.6 17.4% Net Financial Debt € M 5,453.3 4,937.7 10.4% Net Financial Debt/EBITDA ratio 5.7x 5.0x 0.6x 19 Interim Management ReportMANAGEMENT PERFORMANCE AND EVENTS
MANAGEMENT PERFORMANCE3
3. Percentage changes are calculated on exact amounts and not on the rounded data in the table.The development of our infrastructure continues, with the expansion of the sites by 80 units, for a total of approximately 26 thousand. The new hospitalities contracted in the period, amounting to 670, reflect both demand from Anchors (TIM and Fastweb) and growth in hospitalities from other Customers.
20 Interim Management ReportLease cost optimisation activities continued during the period, with 800 transactions including renegotiations of lease agreements and land acquisitions.
Total Revenue amounted to 531.1 million euros, a slight decrease of 0.8% (-4.2 million euros) compared to the same period of the previous year. The change is mainly attributable to the performance of Smart Infra — in particular of the DAS component — penalised by a lower demand for additional services out of the MSA contracts by the Anchor tenants. The trend for MNO customers is positive, while the FWA segment is affected by the absence of project-based services. Revenue from MSA are growing, supported by the contractual adjustment to inflation and the execution of the MSA and PNRR plan, as well as the revenue of the subsidiary Smart City Roma.
The performance of revenue, together with an increase in operating expenses, resulted in a 2.0% decrease in EBITDA which amounted to 480.3 million euros (compared to 490.0 million for the six months ended June 30 2025). Consequently, l’EBITDAaL, equal to 380.9 million euros, recorded a drop of 2.5% with a margin on revenue of 71.7%, a reduction of 1.3 percentage points compared to the same period in 2025. However, the effectiveness of the continuous actions to optimise real estate assets is confirmed, which have made it possible to largely absorb the impacts of the change in the perimeter of assets and inflation. Net profit for the period amounted to 160.3 million euros, down 13.2% compared to the same period of 2025, as a result of both lower EBITDA and the increase in finance expenses deriving from higher financial debt and higher interest rates on new bond issues.
Recurring Free Cash Flow, equal to 300.1 million euros, recorded a reduction of 15.9 million euros (-5.0%) compared to the same period of 2025, following the increase in finance expenses and higher taxes paid, partially offset by the favourable dynamics of net working capital and lower disbursements for rents.Net cash flows showed a negative outflows of 347.4 million euros against net industrial investments of 131.7 million euros and dividend payments of 498.8 million euros. The Group’s net financial debt, amounting to 5,453.3 million euros, increased by 10.4% compared to at June 30, 2025, essentially due to the increase in long-term debt to cover investments, dividends and the share buyback plan. Leverage, represented by the Net Financial Debt/EBITDA4 ratio, stands at 5.7x and is up compared to June 30, 2025 (5.0x), due to the increase in net financial debt and the trend in EBITDA.
MANAGEMENT EVENTS
The main management events since the beginning of the year are:
On January 14, 2026, INWIT announced the successful completion of an additional issue, for a nominal amount of 150 million euros (“Tap Issue”) relating to the 750-million-euro bond issued in April 2025 (coupon 3.75% and maturity April 1, 2030). The securities were placed at an issue price of 101.364%, implying a yield of 3.393%, and corresponding to a yield of 95 basis points above the mid-swap rate, allowing a further improvement in the terms of the original issue.
On February 24, 2026, a new three-year shareholders’ agreement was formalised between Oak Holdings 1 GmbH, Oak Consortium TopCo and its subsidiary Epeo, companies situated at the top of the ownership structure of Central Tower Holding (“CTHC”), which holds 37.60% of INWIT’s share capital.
The agreement relates to the 350,409,870 INWIT ordinary shares held directly by CTHC, as well as the INWIT ordinary shares arising from the prepaid total return swap forward entered into by Epeo, which grants it the right to acquire a stake of up to 1.5% of the share capital and provides for settlement by physical delivery of the securities. For the contents of the agreement, reference is made to the Key Information Document and the extract from the agreement published on the www.inwit.it.
On March 18, 2026 TIM S.p.A. notified the Company of alleged serious breaches in the execution of the Master Service Agreement (MSA), which INWIT promptly contested, fully rejecting the claims in addition, on March 19, 2026, TIM S.p.A. and Fastweb S.p.A. publicly announced a non-binding agreement to establish a joint venture to build and operate 6,000 mobile towers in Italy On March 25, 2026, INWIT received from Fastweb S.p.A. (a subsidiary of Swisscom SA, which incorporated Vodafone Italia S.p.A.) notice of non-
renewal of the Master Service Agreement (MSA) – which the Company considers valid and effective, through to 2038 - together with a writ of summons before the Court of Milan seeking a declaration of the alleged validity of such non-renewal. As part of the proceedings, the Company has filed an application for interim relief seeking the urgent adoption of measures to safeguard its rights, with a view to preventing the risk of economic and financial destabilization, which could potentially affect the continuity of its business operations, as well as the continuity and security of essential services for the community. The Company, however, reiterates that approximately 75% of its infrastructure, which is of critical national interest, is not replicable (for updates, please refer to the section “Events after June 30, 2026”).
On March 27, 2026, the Company also submitted a complaint to CONSOB requesting that the Market Supervisory Authority assess any conduct potentially capable of causing abnormal movements in the Company’s share price.
On March 29, 2026, INWIT further received from TIM S.p.A. a notice of non-renewal of the Master 4. For the determination of EBITDA, please refer to the section “Alternative Performance Indicators”. Leverage is calculated based on pro-forma EBITDA.
21 Interim Management ReportService Agreement (MSA), indicated as effective August 2030 or, alternatively, March 31, 2028, should it be determined that the intra-group transactions carried out by Vodafone in 2020 resulted in a change of control relevant to the exercise of the option right invoked by TIM and INWIT in August 2022.
In this regard, the Company specifies that, in the event of a change of control, the MSA provides that each party has the right to exercise an option to renew the agreement for a period of 8 years, subject to renewal for a further 8 years, without the party notified the option having the right to terminate at the end of the 8 year (resulting in a total of 16 years).
Both TIM and INWIT exercised the right of automatic renewal until 2038 on August 4, 2022; consequently, the duration of the MSA was extended for a period of 8+8 years (for a total of 16 years) starting from August 4, 2022, and therefore until August 4, 2038.
The Company further clarifies that any judicial determination relating to the MSA between INWIT and Fastweb would apply solely to that relationship and would not extend to TIM.
INWIT considers both the Fastweb initiative and the TIM initiative illegitimate, without legal basis, instrumental and specious in order to obtain an unbalanced and unjustified revision of the original terms of the MSA; it has therefore expressly instructed its lawyers to act in any competent judicial venue for the full protection of its own interests and those of all stakeholders (see section “Events after the end of the reporting period”).
Following the receipt of the notice of termination of the MSA by Fastweb and TIM, the rating agencies – pending the resolution of legal disputes – confirmed the ratings but updated the outlook on INWIT: Fitch revised the outlook from stable to negative credit watch while S&P went from positive credit watch to stable outlook.
On April 17, 2026, INWIT signed the extension of the maturity to March 2031 of the following financings:
• ESG KPI-linked term loan of 500 million euros with Cassa Depositi e Prestiti, Intesa San Paolo, Mediobanca and Unicredit;
• ESG KPI-linked revolving credit facility of 500 million euros with Banco BPM, Bank of America, BBVA, BNP Paribas, Credit Agricole, HSBC, Intesa Sanpaolo, Mediobanca and Unicredit.
On April 30, 2026, the INWIT Shareholders’ Meeting:
• approved the 2025 Integrated Financial Statements , which closed with a consolidated profit for the year of 360.8 million euros and an operating profit for INWIT S.p.A. of 362.6 million euros; approved the distribution of an ordinary dividend for the 2025 of 0.5543 euros (before applicable withholding taxes) - representing an increase of 7.5% compared to the previous year
- for each of the ordinary shares outstanding at the coupon date, excluding treasury shares held in the portfolio. The ex-dividend date is May 18, 2026, the payment date is May 20, 2026 with record date, pursuant to Article 83-terdecies of the TUF, on May 19, 2026.
• approved the Long-Term Equity Incentive Plan (LTI) 2026 - 2030, under the terms set out in the related information document published, pursuant to the applicable regulations, on the Company’s website at
https://www.inwit.it/it/governance/assemblea-
azionisti/assemblea-azionisti-30-aprile-2026/ .
• appointed the director Paolo Favaro (already appointed by co-option at the Board of Directors’ meeting on September 22, 2025) until the approval of the financial statements at December 31, 2027, attributing to him the same remuneration as each non-executive director in compliance with the total amount determined by the Shareholders’ Meeting on April 15, 2025.
• approved , in an extraordinary session, the annulment of 27,895,167 treasury shares without reduction of the share capital and the consequent amendment of Art. 5 of the articles of association. On May 21, 2026 the updated Articles Of Association were deposited in the Register of Companies.
22
Interim Management ReportOPERATING, CAPITAL AND FINANCIAL PERFORMANCE
Main Income Statement figures (€ M) 01/01 - 06/30/2026 01/01 - 06/30/2025 % Change Total Revenue 531.1 535.3 (0.8%) Material purchases and external services (28.2) (26.3) (7.1%) Personnel expenses (15.6) (12.5) (24.9%) Other operating costs (7.0) (6.4) (9.6%)
EBITDA 480.3 490.0 (2.0%)
Depreciation and amortisation, losses on disposals and impairment losses on non-current assets(204.4) (201.9) (1.2%)
EBIT 275.9 288.2 (4.3%)
Net financial expense (85.4) (64.5) (32.3%)
EBT 190.5 223.7 (14.8%)
Income taxes (30.2) (39.1) 22.6% Profit for the period 160.3 184.6 (13.2%)
EBITDAaL 380.9 390.6 (2.5%)
Main Economic Indicators 01/01 - 06/30/2026 01/01 - 06/30/2025 % Change EBITDA margin 90.4% 91.6% (1.1)pp EBIT margin 51.9% 53.8% (1.9)pp Profit for the period/Total revenue 30.2% 34.5% (4.3)pp EBITDAaL margin 71.7% 73.0% (1.3)pp 22 Interim Management ReportCONSOLIDATED OPERATING PERFORMANCE5 5. Percentage changes are calculated on exact amounts and not on the rounded data in the table.
23 Interim Management ReportREVENUE Detail Total revenue (€ M) 01/01 - 06/30/2026 01/01 - 06/30/2025 % Change Towers - Anchors 441.0 430.7 2.4% Towers - OLO&Other 54.7 60.6 (9.8%) Smart Infra - Das, Fiber, other 35.5 43.9 (19.3%) Total 531.1 535.3 (0.8%) In the first half of 2026, the Group reported consolidated revenue of 531.1 million euros, showing a slight decrease of -0.8% compared to 535.3 million euros in the same period of 2025.
The change in consolidated revenue is mainly attributable to:
the growth in Tower Anchors revenue (+2.4%), which benefited from the development of new hospitalities and higher MSA fees due to the adjustment, contractually provided for, to the inflation rate recorded in the previous year;
the reduction in Tower revenue - Olo&Others (-9.8%), impacted in particular by the decrease in the project-based
revenue component;
the reduction in revenue for Smart Infra (-19.3%) generated mainly by the decrease in demand for extra MSA services by Anchor Tenants (in particular DAS) partially offset by the growth in revenue of Smart City Roma.EBITDA6 The Group’s EBITDA amounted to 480.3 million euros and recorded a decrease of 2.0% compared to the first half of 2025, with a ratio to revenue for the period of 90.4%, down by 1.1% compared to the same period in 2025.
EBITDA for the period, in addition to the slight reduction in revenue, was affected by:
purchases of materials and external services, which increased by 1.9 million euros compared to the same period in 2025. The item includes: the costs of equipment (DAS, Repeaters and WIFI) intended for sale, costs related to the maintenance of sites and equipment, and costs related to services, mainly consisting of ancillary rental charges for infrastructure located on civil buildings and site surveillance costs. The increase is partly due to the progressive consolidation of the Smart City Roma
business;
personnel expenses, net of the impact of capitalisations relating to the use of internal resources on projects and activities with multi-year utility, increased compared to the first half of 2025 by 3.1 million euros due to lower internal capitalisations and the consolidation of the workforce to support the growing complexity of the business;
other operating costs that are increasing compared to the same period in 2025 by 0.6 million euros mainly due to dynamics related to commercial relations.
6. For the determination of EBITDA, please refer to the section “Alternative Performance Indicators”.
24 Interim Management ReportEBIT The Group’s EBIT amounted to 275.9 million euros, showing a reduction of 4.3% compared to the same period in 2025, attributable both to the decrease in EBITDA and to the increase in amortisation and depreciation equal to 204.4 million euros in the period (201.9 million euros during the same period of 2025).
Net financial expense Net financial expense amounted to 85.4 million euros, an increase of 32.3% compared to the same period of the previous year, when the net financial expense was 64.5 million euros. The increase is mainly attributable to the increase in financial debt following the issue of Bonds in April 2025, October 2025 and January 2026, partially offset by the repurchase of the bond with maturity in 2026, as well as the general macro-economic environment of rising market interest rates applied to the new issued bonds.
Income taxes
Income taxes for the period, which amounted to 30.2 million euros, decreased compared to the same period of 2025 by 8.8 million euros, mainly due to the lower pre-
tax profit. The estimated tax burden was determined based on the assumed theoretical tax rates of 24.0% for IRES and 4.5% for IRAP.
Income taxes for the period benefit from a net tax advantage of 28.6 million euros relating to the realignment of goodwill recognised in the financial statements in 2015, arising from the contribution of a business unit by TIM, as well as that generated by the merger with Vodafone Towers in 2020.Net profit for the period Net profit for the period amounted to 160.3 million euros, down 13.2% compared to the first six months of the previous year as a result of the performance of the pre-
tax result, partially offset by a lower tax burden.
EBITDAaL
EBITDAaL of 380.9 million euros showed a margin of 71.7%, down by 1.3 percentage points compared to the same period in 2025, mainly as a result of the reduction in EBITDA. Lease costs optimisation actions such as the purchase of land and surface rights and contractual renegotiations continue, which have made it possible to contain the inflationary pressure and the increase in costs deriving from the greater perimeter of infrastructure assets.
24 Interim Management Report
25 Interim Management ReportReclassified statement of financial position (€ M)June 30,
2026December 31,
2025%
Changeabsolute
change
Non-current assets 9,091.2 9,097.5 -0.1% (6.3) Net working capital (94.3) (109.9) 14.2% 15.6 Provisions (402.1) (403.4) 0.3% 1.4 Net invested capital 8,594.8 8,584.1 0.1% 10.7 Equity 3,141.5 3,478.2 (9.7%) (336.7) Net Financial Debt 5,453.3 5,105.9 6.8% 347.4
Total coverage 8,594.8 8,584.1 0.1% 10.7CONSOLIDATED FINANCIAL POSITION7
Non-current assets, amounting to 9,091.2 million euros, decreased compared to December 31, 2025 (9,097.5 million euros). The decrease of 6.3 million euros was due to the following factors:
increase in property, plant and equipment of 39.2 million euros, generated by investments of 69.8 million euros, depreciation of (41.2) million euros, disposals of (2.3) million euros and reclassifications and/or other changes of 12.9
million euros;
decrease in intangible assets of (72.9) million euros due to the combined effect of investments of 10.1 million euros, amortisation of (57.9) million euros and reclassifications and/or other changes of (25.1) million euros;
increase in rights of use of 27.3 million euros, mainly due to investments of 51.7 million euros, net lease increases of 64.9 million euros, amortisation of (101.9) million euros and reclassifications and/or other changes of 12.6 million euros.
For more information on the details of investments for the period, see Notes 6, 7, 8, and 9 to the Condensed Interim Consolidated Financial Statements at June 30, 2026. Net working capital, at June 30, 2026, improved by 15.6 million euros, mainly attributable to the decrease in non-commercial receivables, including receivables for substitute taxes from realignment and release of goodwill, and to the increase in trade payables and in receivables and payables for income taxes.
Provisions amount to 402.1 million euros, substantially in line with December 31, 2025 (403.4 million euros). The item includes: the provision for deferred taxes (110.5 million euros), the provision for restoration costs (283.7 million euros), the provision for legal disputes and other risks (5.8 million euros), the provision for employee benefits (2.1 million euros) and other provisions (0.5 million euros).
For more information on changes in provisions for the period, see Note 14 to the Condensed Interim Consolidated Financial Statements at June 30, 2026.
7. Percentage changes are calculated on point values and not on the rounded data in the table.
26 Interim Management ReportEquity amounted to 3,141.5 million euros down from December 31, 2025 (3,478.2 million euros), and consisted of:
(€ M) 06/30/2026 12/31/2025
Equity attributable to owners of the Parent 3,129.9 3,468.20 Non-controlling interests 11.6 10.0 Total 3,141.5 3,478.20 For more details on the composition and changes in equity attributable to owners of the Parent, please refer to Note 12 of the Condensed Interim Consolidated Financial Statements at June 30, 2026.
Net Financial Debt, including lease liabilities, amounted to 5,453.3 million euros, an increase of 6.8% (347.4 million euros) compared to December 31, 2025. This result is mainly attributable to the combined effect of the following changes: an increase in Bonds of 159.4 million euros, primarily driven by the issue of the bond in January 2026 for 150 million euros; an increase in bank debt of 96.0 million euros, representing the net effect of repayments and the drawdown of credit lines;
a decrease in financial lease liabilities of 28.6 million euros; a decrease in cash and cash equivalents of 112.0 million euros.
The leverage represented by the Net financial Debt/EBITDA ratio8 of 5.7x is up both compared to the previous year end (5.2x) and to June 30, 2025 (5.0x), due to the greater increase in net financial debt compared to the performance of EBITDA.
For more details, please refer to the following section “Financial Performance”, which also includes cash flow analysis and determination of recurring free cash flow.
Further detail of individual items is also provided in Note 16 to the Condensed Interim Consolidated Financial Statements at June 30, 2026.
8. For the determination of EBITDA, please refer to the section “Alternative Performance Indicators”. EBITDA considered for the purposes of calculating leverage is “pro-forma”.
26 Interim Management Report
27 Interim Management ReportFINANCIAL PERFORMANCE Net Financial Debt The table below shows a summary of the INWIT Group’s net financial debt at June 30, 2026 and December 31, 2025, determined in accordance with the “Guidance on Disclosure Requirements under the Prospectus Regulation” issued by the European Securities & Markets Authority (ESMA) on March 4, 2021 (ESMA32-382-1138) and implemented by CONSOB with Warning no. 5/21 of April 29, 2021.
The table also includes the reconciliation of net financial debt calculated according to the criteria established by ESMA and those used by INWIT to monitor its own financial position.Net Financial Debt (€ M)* June 30, 2026 December 31, 2025 change a) Cash - - -
b) Cash equivalents 97.6 209.6 (112.0) c) Securities held for trading - - -
d) Liquidity (a+b+c) 97.6 209.6 (112.0) e) Current financial assets - - -
f) Current financial liabilities - - -
g) Current portion of non-current financial liabilities (295.0) (209.6) (85.5)
Of which:
- Financial liabilities due within 12 months (212.2) (98.2) (114.1)
- Lease liabilities due within 12 months (82.8) (111.4) 28.6 h) Bonds issued (207.1) (201.0) (6.0) i) Other current financial liabilities (3.6) (3.6) (0.0) j) Current financial debt (f+g+h+i) (505.7) (414.2) (91.5) k) Net current financial debt (d+e+j) (408.1) (204.5) (203.6) l) Non-current financial payables (2,052.9) (2,071.0) 18.1
Of which:
- Financial liabilities due beyond 12 months (1,241.1) (1,259.2) 18.2
- Lease liabilities due beyond 12 months (811.8) (811.8) (0.0) m) Bonds issued (2,987.0) (2,833.7) (153.3) n) Other non-current financial liabilities (5.8) (6.4) 0.5 o) Non-current financial debt (l+m+n) (5,045.7) (4,911.0) (134.7) p) Net Financial Debt as per ESMA recommendations (k+o) (5,453.8) (5,115.6) (338.3) Other loans and receivables and current and non-current financial assets 0.6 9.7 (9.1)
- Other financial receivables and other non-current financial assets 0.0 7.7 (7.7)
- Other financial receivables and other current financial assets 0.5 1.9 (1.4) INWIT Net Financial Debt (5,453.3) (5,105.9) (347.4) Lease liabilities maturing within 12 months (82.8) (111.4) 28.6 Lease liabilities maturing beyond 12 months (811.8) (811.8) (0.0) INWIT Net Financial Debt - excluding lease liabilities (4,558.7) (4,182.7) (375.9) (*) Changes are calculated on point values and not on the rounded data in the table.
28 Interim Management ReportThe Group’s financial debt at June 30, 2026 is mainly composed of the following items.
Bank debt of 1,453.3 million euros, refers to:
ESG KPI-linked term loan for a nominal amount of 500 million euros with bullet repayment and maturity in
March 2031;
loan from the EIB with an original nominal amount of 298 million euros with amortising repayment beginning in February 2026 and maturity in August 2033, outstanding for the amount of 279.4 million
euros;
loan from the EIB with a nominal value of 350 million euros with amortising repayment beginning in November 2029 and maturing in May 2039;
bank loans with a total nominal amount of 150 million euros, bullet repayment and maturity between October 2027 and January 2028;
drawdown of 45 million euros from the revolving
credit line;
drawdown of 120 million euros from short-term uncommitted bank lines.
Bonds issued, net of the relevant accruals, relate to:
bond loan originally issued in July 2020 with a nominal value of 1,000 million euros currently outstanding for a nominal value of 173.3 million euros maturing July 8, 2026, coupon 1.875%, issue price 99.809%;
bond issued in October 2020 with a nominal value of 750 million euros maturing October 21, 2028, coupon 1.625%, issue price 99.755%; bond issued in April 2021 with a nominal value of 500 million euros maturing April 19, 2031, coupon 1.75%, issue price 99.059%;
bond issued in April 2025 with a nominal value of 750 million euros maturing April 1, 2030, coupon 3.75%, issue price 99.584%;
Sustainability-Linked bond issued in October 2025 with a nominal value of 850 million euros, maturing October 13, 2032, coupon 3.625%, issue price 99.11%;
bond issued in January 2026 (so-called TAP on the bond issued in April 2025) with a nominal value of 150 million euros, maturity April 1, 2030, coupon 3.75%, issue price 101.364%.
Other financial liabilities refer to payables with a significant financial component.
Lease liabilities refer to finance lease contracts.
The Group’s financial structure at June 30, 2026 shows a percentage of fixed-rate debt of 82%, while the remaining 18% is at a variable rate.
Finally, it should be noted that the statement of cash flows, prepared according to the format expressed as changes in cash and cash equivalents, is presented at the opening of the Condensed Interim Consolidated Financial Statements at June 30, 2026.
28 Interim Management Report
29 Interim Management ReportCash flows (€ M) 1/1 - 06/30/2026 1/1 - 06/30/2025 change
EBITDA 480.3 490.0 (9.8)
Investments for the period (131.7) (147.9) 16.2 EBITDA - investments (industrial capex) 348.6 342.1 6.4 Change in net operating working capital: (40.4) (16.2) (24.2) Change in trade receivables (1.9) 11.0 (12.9) Change in trade payables (*) (38.5) (27.2) (11.4) Other changes in operating receivables/payables 15.7 (20.0) 35.8 Change in provisions for employee benefits (0.1) (0.1) 0.0 Change in operating provisions and Other changes (1.4) (1.6) 0.3 Free cash flow a) 322.5 304.2 18.3 % of EBITDA 67.1% 62.1% 5.1pp Net financial income and expense (85.4) (64.5) (20.8) Total income taxes for the year (30.2) (39.1) 8.8 Total Other Income statement Items b) (115.6) (103.6) (12.0) Change in sundry receivables and payables 5.4 18.9 (13.5) Other non-monetary changes 2.2 3.7 (1.6) Other changes in non-current assets (0.4) (0.5) 0.1 Other causes of change in NFP (64.9) (64.3) (0.6) Total changes in receivables and payables and other assets/liabilitiesc) (57.8) (42.2) (15.6) NET CASH FLOW (before payment of dividends and repurchase of treasury shares) on NFPd)= (a+b+c)149.1 158.4 (9.3) Treasury shares repurchased 0.0 (107.8) 107.8 Dividend payment (498.8) (477.8) (21.0) Capital increases/repayments 2.3 6.5 (4.3) Total changes in Equity e) (496.5) (579.0) 82.5
NET CASH FLOWS (d+e) (347.4) (420.6) 73.2
NET FINANCIAL DEBT AT THE BEGINNING OF THE YEAR 5,105.9 4,517.1 588.8
NET FINANCIAL DEBT AT THE END OF THE YEAR 5,453.3 4,937.7 515.6
CHANGE IN DEBT (347.4) (420.6) 73.2CASH FLOWS
(*) Changes are calculated on exact amounts and not on the rounded data in the table.
(**) Includes change in trade payables for investment activities.
29 Interim Management Report
30 Interim Management ReportRecurring Free Cash Flow (€ M) 1/1 - 06/30/2026 1/1 - 06/30/2025 % Change
EBITDA 480.3 490.0 (2.0%)
recurring investments (9.2) (8.9) (3.6%) Recurring EBITDA net of investments 471.1 481.2 (2.1%) taxes paid (22.9) (19.5) (17.5%) change in net working capital (*) 14.0 1.3 995.8% lease payments (102.5) (108.7) 5.8% recurring financial expenses (59.7) (38.2) (56.1%) Recurring Free Cash Flow 300.1 316.0 (5.0%)RECURRING FREE CASH FLOW9 Recurring Free Cash Flow in the first half of 2026 stood at 300.1 million euros, a decrease of 5.0% compared to the comparative period.
A description of the affected items is given in the table below:
recurring investments refer to extraordinary maintenance interventions which, given the number of infrastructures, are required in rotation at different sites;
the positive change of 14.0 million euros in net working capital is due to several factors, including: overall positive impact of 5.4 million euros from the change in receivables and trade payables (net of the change in liabilities for assets), negative change in trade income and liabilities of (6.8) million euros, positive change in other receivables and payables of 15.0 million euros and positive change in Provisions of 0.4 million euros;
lease payments made during 2026 amounted to 102.5 million euros, down from the previous year;
recurring financial expense, amounting to 59.7 million euros, relate to expenses incurred for bank fees and interest.
9. Percentage changes are calculated on exact amounts and not on the rounded data in the table.(*) excluding the change in liabilities for assets 30 Interim Management Report
31 Interim Management Report
EVENTS AFTER THE END OF
THE REPORTING PERIOD
On July 8, 2026 INWIT fully redeemed the bond with a residual nominal amount of 173.3 million euros, issued in July 2020 for the nominal amount of 1 billion euros.
On July 27, 2026 and July 28, 2026, following the rejection by the Court of Milan of the request of interim measures filed by the Company as a matter of urgency, pursuant to Article 700 of the Italian Code of Civil Procedure, against Tim S.p.A. and Fastweb S.p.A., the Company started two distinct appeals proceeding against the Court of Milan’s ruling.
POSITIONS OR
TRANSACTIONS ARISING
FROM ATYPICAL AND/OR
UNUSUAL TRANSACTIONS
Pursuant to Consob Communication no. DEM/6064293 of July 28, 2006, it should be noted that no atypical and/or unusual operations, as defined by the Communication, were conducted in the first half of 2026.
SIGNIFICANT
NON-RECURRING EVENTS
AND TRANSACTIONS
Pursuant to Consob Communication no. DEM/6064293 of July 28, 2006, with regard to the impact of non-
recurring events and transactions on INWIT’s financial performance, financial position and cash flows, it should be noted that in the first half of 2026 under review, no significant occurrence was identified.
BUSINESS OUTLOOK
FOR 202610
The macroeconomic environment continues to be marked by persistent uncertainty, particularly regarding inflation expectations and interest rates, which remain elevated.
In the short term, significant elements of difficulty persist in the Italian Telecommunications market, including high competition and limited cash generation, with an impact on investments in digital infrastructure.
In recent months, tensions with anchor tenants have increased, as evidenced by the notices of termination of the MSAs received in March 2026, aimed at securing unbalanced and unjustified renegotiations of the MSA contracts, which the Company considers valid and effective through to 2038.
In this scenario, however, INWIT’s infrastructure-based business model is confirmed, which, supported by synergies from asset sharing and strong industrial expertise, ensures high efficiency for its customers while creating value for all stakeholders.
INWIT owns and operates a widespread, non-replicable digital infrastructure of critical national importance, with sites in strategic locations across Italy and high-quality standards that ensure strong performance, maximum reliability and operational efficiency.
The Company has reflected these challenging market conditions in its guidance for 2026 and for the medium term, as already reported in the 2025 Integrated Report.
10. The chapter “business outlook for 2026” contains forward-looking statements regarding the Company’s intentions, beliefs or current expectations in relation to the financial results and other aspects of the Company’s activities and strategies. Forward-looking statements may differ from actual results as a result of many factors, most of which are beyond the Company’s control.
31 Interim Management Report
32 Interim Management ReportINWIT therefore confirms its commitment to support the evolution of mobile networks and to collaborate with its customers within a framework of certainty, transparency and stability, pursuing, with strict industrial logic, value solutions that guarantee efficiency and shared benefits for all parties.Guidance 2026 • Revenue in the range of 1,050-1,090 million euros • EBITDA margin of approximately 90% • EBITDAaL margin of approximately 72% • Recurring Free Cash Flow in the range of 550-590 million euros • Dividend per share at least equal to the value for 2025 (confirmed at €0.55 per share);
• Leverage at 5.5x, confirming the structural leverage target between 5x and 6x Mid-term “baseline” Outlook INWIT believes that the medium-term baseline outlook, in a context of limited visibility on the evolution of market conditions, is based on the following pillars:
This outlook does not include the potential upsides related to the re-establishment of a constructive relationship with the Anchors, to the objective need for densification required both by the continuous growth of mobile data traffic, and by the need to complete and densify indoor and outdoor coverage and the opportunity to expand along the digital infrastructure supply chain.Annual “low single digit” revenue growthContinued EBITDAaL margin expansionAnnual Capex
(including purchase
of Land) of approximately €200MDividend per share of at least €0.55Confirmed the
structural target
of leverage between
5x and 6xMAIN RISKS AND
UNCERTAINTIES
The outlook for 2026 could be affected by risks and uncertainties dependent on multiple factors. The following are the main risks concerning the Group’s activities, which may affect, to varying degrees, the ability to achieve business objectives. The identified risks are classified into the following macrocategories:
global economic conditions and those arising from specific aspects of the industry in which INWIT
operates;
asset management and infrastructure implementation;
business objectives of the Group;
compliance with the relevant legal and regulatory framework and sustainability issues;
other risks.
33 Interim Management ReportRisks related to global economic conditions and those arising from
sector-specific aspects
In this context, the following risks related to global and sectoral economic conditions have been identified.
Inflation
The Group has inflation-indexed contracts and, in particular, the MSA contracts are 100% inflation-indexed, with no cap and a floor at zero. However, there could be an indirect impact relating to a reduced capacity for investment by INWIT’s customers in further development plans. Inflation also has an impact on the Group’s operating expenses, investments and financial leases, as well as on interest rate trends.
Geopolitical context
This is a risk that relates to the uncertainty of the political environment with particular reference to the current conflict situations in Europe and the Middle East as well as the ongoing changes in the balance of power between states, with impacts on rising commodity costs, import strategies for supplies and potential supply delays. In particular, recent war events, although having a limited direct impact on the Group’s procurement, could lead to imbalances in the global macroeconomic context with potential indirect effects on customers and suppliers.
Interest rates and financing contracts This risk is related both to adverse fluctuations in interest rates, with impacts on the cost of debt and interest expense incurred, and to less favorable terms for accessing new financing facilities or the need for early repayment of existing ones. In this regard, it should be noted that at June 30, 2026, approximately 82% of the Group’s debt is characterised by fixed-rate instruments;
therefore, interest rate fluctuations concern only the variable component of debt, equal to the residual 18%.
With reference to the additional financing required for the implementation of the Group’s development plans and the bond debt, both existing and with upcoming maturity, the conditions of access to new loans may be impacted by the market rate prevailing at the date of issuance of the new debt or by any significant events capable of negatively impacting the performance of the Group’s business and, consequently, the cost, the capacity to refinance the existing debt, as well as the current rating profile. In particular, the Group cannot exclude the risk of premature unilateral termination of the effects of the MSA, due to the cancellation communicated by both Fastweb and TIM and the results of the consequent ongoing disputes (see also the risk of “Development and/or Satisfaction of customer demand”). In this regard, the financing agreements contain covenants providing for the mandatory immediate prepayment in the event of termination and/ or amendment of the MSAs under the terms specified therein, should such termination and/or amendment be reasonably likely to materially affect INWIT’s ability to fulfill its repayment obligations.
For further details of financial risks, please refer to the note “Financial risk management and other risks” and the note “Financial liabilities (non-current and current) of the Condensed Interim Consolidated Financial Statement”.
Telecommunications (TLC) Market
Consolidation
The Group’s objectives are influenced by the current TLC sector context, characterised by discontinuity factors compared to the recent past, such as the progressive consolidation among the main sector players, accompanied by increasing financial pressures arising from the contraction of revenue and low return on invested capital, which impact on the development plans and investments of these operators. The concentration and consolidation phenomena in the TLC market, together with the dependence on a limited number of customers who contribute a significant share of overall revenue, make this scenario an emerging risk for the business. This is in particular a risk connected to potential unexpected changes in the market context and demand structure, capable of producing significant impacts on medium-to-long-term growth prospects. The Group mitigates this risk through constant monitoring of market dynamics, scouting of new commercial opportunities and the progressive diversification of the customer base.
Technological evolution
The market in which the Group operates is characterised by a constant evolution of technology as well as alternative technologies that are bringing out new competitors with disruptive business models and new competitive dynamics. In view of these aspects, the risk is assessed as an emerging risk for the Group and is mitigated primarily through continuous monitoring of technological developments, and ongoing investments in innovative solutions and technological upgrades.
34 Interim Management ReportRisks related to asset management and
infrastructure implementation
As part of the management of the existing site stock and the construction of new infrastructure, the following main risks have been identified.
Site capacity management This is a risk related to possible difficulties or slowdowns in managing new hospitality on sites due to both infrastructural and electromagnetic limitations. The risk is managed by the Group which, given the relevance of the risk in relation to the core business and its development plans in the contractual and regulatory sphere, has developed internal competencies and processes with the aim of optimising the management of site capacity.
Physical Security
This is a risk related, inter alia, to the management of the existing sites with potential negative impacts from unauthorised access or damage and theft. The risk is monitored by the Group through actions aimed at strengthening security measures on the Group’s sites.
Infrastructure implementation
This is a risk that reflects possible difficulties or slowdowns in the implementation of new infrastructure that may jeopardise the achievement of business objectives as well as customer satisfaction. The risk is also affected by the relevance of some strategic projects that will be implemented through the use of public fund allocations (in particular the Call for Proposals Italia 5G Plan - NRRP and the “Roma 5G” Call for Proposals). The Group oversees this risk through end-to-end management of the process, from scouting areas to designing and building the site. Scouting areas for implementation and the availability of new areas for the development of projects consistent with customer requests, as well as the issuance of authorisations within appropriate timeframes, are of particular importance.
Energy supply and management This is a risk related to the energy market environment.
The Company has adopted a power purchase policy aimed at optimising purchase costs. Furthermore, INWIT is committed to and invests in the reduction of energy consumption and in initiatives for the self-production of energy. However, the current external geopolitical context highlights factors of uncertainty that significantly affect the risk profile.
Renegotiation of leases Risk that reflects the management complexity deriving from the renegotiation of existing leases. This risk, given the high number of contracts that represent a significant component of the Group’s operating expenses structure, is also connected to relations with the Public Administration, due to the application of the legislation on the Single Equity Fee (CUP). The risk is overseen by the Group through the definition of a structured process for the constant management and monitoring of lease agreements and related contractual obligations.
Litigation
In the context of INWIT’s business, litigation generated by the application of the CUP is of particular importance, also due to the cumbersome nature of the regulatory framework and the consequent legal fluctuations, as well as the denials opposed in the authorisation process site construction. The risk is managed through an organisational structure dedicated to the management of litigation and pre-litigation matters. Notwithstanding the foregoing, as of the report date, the Group considers the Provisions set aside in the Condensed Interim Consolidated Financial Statements at June 30, 2026 to be adequate.
Risks relating to the group’s business
objectives
The main risks relating to the Group’s strategic and commercial objectives are related to possible difficulties in meeting or developing customer demand from both Anchor and third parties, as well as the relevance of the Master Service Agreements in place with Anchor customers.
In this area, the following risks have been identified.
Development and/or meeting customer
demand
The Group’s ability to increase its revenue and improve profitability also depends on the success in implementing its growth strategy, which is based on the development and satisfaction of customer demand.
Possible contraction or lack of growth in demand due to, for example, concentration, budget unavailability or customer dissatisfaction could lead to negative impacts
35 Interim Management Reporton growth targets. The Group guards against this risk towards anchor tenants mainly through MSA agreements (both with an 8-year term and tacit renewal for a further 8 years with an “all or nothing” clause), which provide for guaranteed services by the anchor tenants themselves.
In particular, in the event of a change of control, the possibility of exercising the renewal option for a further 8 + 8 years (and therefore a total of 16 years) is provided.
This right of automatic renewal was exercised by TIM and INWIT on August 4, 2022, thus extending the duration of the MSA for a period of 8+8 years until 2038.
As already communicated, on March 25 and 29, 2026 respectively, Fastweb S.p.A. (a subsidiary of Swisscom SA that incorporated Vodafone Italia S.p.A.) and TIM S.p.A.
notified the non-renewal of the MSA. Fastweb S.p.A. has also served a preventive writ of summons before the Court of Milan, to ascertain and declare the alleged validity of the cancellation. The Company considers both Fastweb’s and TIM’s initiatives to be unlawful, without legal foundation, self-serving and spurious, aimed at securing an unbalanced and unjustified revision of the original terms of the MSAs. It has therefore expressly instructed its legal counsel to pursue all appropriate actions before the competent authorities in order to fully protect its interests and those of all stakeholders, including against TowerCo should its conduct facilitate the implementation of unlawful strategies to the detriment of the Company. The Company has therefore filed an urgent precautionary appeal, pursuant to Art. 700 of the Italian Code of Civil Procedure, in order to prevent the risk of destabilisation of the economic-financial balance, with potential impacts on the going concern assumption, as well as on the continuity and security of essential services for the community. The Company also reiterates that approximately 75% of its infrastructure, of critical national interest, is not replicable. On March 27, 2026, the Company also submitted a statement to CONSOB so that the Market Supervisory Authority can fully assess the relevance of any conduct that may cause abnormal trends in the stock. Third-party customers are provided with multi-year (mainly 6-9 year duration) commercial contracts and dedicated functions. Activities aimed at measuring customer satisfaction are also planned. The company has also strengthened the development of micro-grid demand by establishing a dedicated micro-
grid hosting organisation.
MSA commitments
This is a risk related to possible breaches of contract and/or incorrect execution of the obligations provided for (such as, for example, compliance with the technical maintenance SLA), which could result in the application of penalties to the Company. To mitigate this risk, the Group has established a dedicated MSA management function, responsible for monitoring the fulfilment of contractual obligations and the roll-out of commitments undertaken, through periodic reporting to the company’s top management. On March 18, 2026, TIM challenged the Company for serious breaches in the execution of the MSA, to which INWIT promptly replied by fully rejecting the objections contained therein and inviting TIM to an assisted negotiation to settle the dispute.
Risks related to compliance with the current legal and regulatory framework and
sustainability issues
The Group operates in a complex legal and regulatory framework and, in this context, aims to implement all actions to ensure the adequacy of business processes with respect to the applicable legal and regulatory framework in terms of procedures, supporting information systems and required business behaviours.
INWIT is, moreover, oriented toward the pursuit of sustainable success of business goals. In this context, the following main risks have been identified.
Antitrust Regulation
It is a risk that reflects the significant market presence and the impact, including reputational, both direct and indirect, associated with proceedings against the Group and consequent sanctions in a complex regulatory environment. Safeguards in line with compliance best practices have been introduced (Antitrust Compliance Program and Antitrust Officer Compliance), and there is an ongoing commitment to staff training and awareness initiatives.
Remedies Commitments
It is a risk that reflects the complex regulatory framework of reference and is related to compliance with the commitments imposed by the Commission (“Remedies commitments”) pursuant to Article 6(2) of the Merger Regulation. Under these commitments, TIM and Fastweb11, through INWIT, will need to provide access on equal terms to approximately 4,000 sites over eight years (by 2028) to third parties that request it in municipalities with a population of over 35,000 inhabitants. The Group ensures the control of this risk within the framework of a specific process (Transparency Register) supervised by a third party (Monitoring Trustee).
11. Fastweb S.p.A. and Vodafone Italia S.p.A., as of January 1, have become a single corporate entity Fastweb S.p.A.
36 Interim Management Report Regulations pursuant to Legislative
Decree 231/01
This is a risk related to the legislation referred to in Legislative Decree 231/01, which introduced the administrative liability of entities into Italian law for offences committed in the interest or for the benefit of the entities themselves. The risk reflects the impact related to criminal proceedings against the Group and consequent penalties arising from crimes relevant for the purposes of 231, as well as reputational impact. In line with compliance best practices (Organisational Model 231 and Supervisory Body), INWIT is also constantly engaged in periodic staff training and awareness initiatives.
Occupational health and safety regulations and environmental
protection
In this regard, the Group is committed to ensuring compliance with applicable regulations as well as following industry best practices. The risk reflects the potential negative impacts of workplace accidents and is controlled through organisational, procedural and training initiatives.
IT Continuity, Information & Cyber
Security
The management of ICT systems and the need to ensure the security of the systems and their continuous operation are important aspects of corporate management. In this context, data loss, inadequate disclosure of data and/or disruptions in the operation of ICT systems upon the occurrence of accidental events or malicious actions relating to the computer system may entail potential negative effects on the activities and the financial performance, financial position and cash flows of the Group, as well as on the obligations arising as a result of the inclusion of INWIT in the National Cyber Security Perimeter (PSNC) and within the scope of the so-called NIS2 Directive. Risk is monitored through the introduction of dedicated resources and expertise, continuous monitoring and awareness campaigns.
Climate Change Risk INWIT aims to analyze climate-related risks arising from the scenarios analyzed, as well as to qualitatively and quantitatively assess their effects and impacts on its business.
The risk related to Climate Change is defined as the set of risks related to changes in weather/climate/physical phenomena with direct repercussions on the assets, activities and services provided, and/or related to the legal, technological, reputational or market effects that the transition to a zero-emission economy may have on the company’s business.
Starting from the scenario analysis that considered the physical and transitional risks and opportunities associated with climate change, an economic assessment of the impact of key physical risks on INWIT’s assets was conducted, considering a time horizon of up to 2050. For further information on scenario analyses, please refer to the paragraph “Climate-related impacts, risks and opportunities” within the chapter “Natural Capital” included in the 2025 Integrated Financial Statements.
For further details, please refer to note 4 “Financial risk management and other risks” of the 2026 Condensed Interim Consolidated Financial Statement.
Other risks
The evolution of the Organisational Model is a risk related to the adequacy of the organisational structure in terms of organisation, sizing and skills. The evolution of the corporate organisational model has been steady since 2020. The risk is related to the continuous evolution of market scenarios, business objectives, and new growth opportunities that require continuous adjustment and evaluation of the organisational structure and skills necessary for development. The Group constantly monitors the evolution of the Organisational Model and has initiated a project to strengthen the organisational structure to cope with the increase in volumes and complexity of the business.
37 Interim Management Report37INTERNAL CONTROL AND RISK
MANAGEMENT SYSTEM
In compliance with the principles and criteria of Borsa Italiana’s Corporate Governance Code, INWIT has adopted an Internal Control and Risk Management System (ICRMS), in line with Article 6 of the Corporate Governance Code, consisting of the set of rules, procedures and organisational structures aimed at enabling the identification, measurement, management and monitoring of the main corporate risks. This System, defined on the basis of the reference best practices, aims at a healthy, fair and coherent management of the company, in compliance with the provisions of the Code of Ethics and the Code of Conduct of the Group approved by the Board of Directors.
The ICRMS is an integral part of the overall organisational structure of the Group and contemplates a plurality of actors acting in a coordinated manner according to their assigned responsibilities: the Board of Directors, which plays a role in guiding and assessing the adequacy of the system, including defining the nature and level of risk compatible with the company’s specific strategic objectives; the General Manager, as the person in charge of setting up and maintaining the internal control and risk management system; the Risk and Control Committee, which is responsible for supporting the board’s evaluations and decisions related to the internal control and risk management system and the approval of periodic financial and non-financial reports; the head of the Internal Audit Department, responsible for verifying that the internal control and risk management system is functioning, adequate and consistent with the guidelines set by the governing body; the other corporate functions involved in controls and the control body, which monitors the effectiveness of the internal control and risk management system.
In order to ensure the adequacy and the effective and actual application of the defined rules and controls, the ICRMS is subject to periodic review and verification, taking into account the evolution of the Group’s business and the macroeconomic context in which it operates, as well as national and international best practices.
INWIT has also implemented a “combined assurance” system with the aim of increasing coordination and alignment between the second-level assurance functions (Compliance, QHSE and other assurance providers based on skills) and third-level (Internal Audit) as well as achieving greater synergies resulting from similar or complementary activities carried out by the different assurance functions.
For more information about the ICRMS, please refer to the appropriate section of the Report on Corporate Governance and Ownership Structure for 2025. On the website www.inwit.it – Governance section – there are also sections devoted to, inter alia, the Code of Ethics, Model 231 and the aforementioned corporate rules and procedures.
CODE OF ETHICS
The Code of Ethics represents the charter of values and the pillar of INWIT’s Governance, guiding the internal control system and risk management. The document defines the programmatic principles – including ethics, compliance, health and safety – to which corporate bodies, management, employees and partners must adhere. In addition to establishing the rules of conduct for every area of internal and external activity, the Code governs reporting procedures to ensure transparent and responsible conduct of business.
The Code of Ethics also upholds the principles of transparency, honesty and fairness, which are the basis of business conduct, and the consolidation of a culture of “ethics & business integrity”, as well as the commitments made by INWIT in the ESG sphere. It reinforces the Group’s commitment to the promotion and protection of human rights, developed in line with the United Nations Guiding Principles on Business and Human Rights (UNGP) and the OECD Guidelines for Multinational Enterprises, which also extends to its supply chain. The latest version of the Code was approved on November 9, 2023 by the Board of Directors. In the event of violation of its provisions and principles, including any discriminatory acts, the potential application of disciplinary sanctions is envisaged, in compliance with applicable legislation and collective bargaining. It should be noted, in particular, that in the first half of 2026 no confirmed episodes of violation of the principles of the Code of Ethics, including discriminatory acts, occurred within the Group.
In order to spread a culture of business integrity and increase staff awareness, including new hires, of the risks to which work activities are exposed, various initiatives are periodically delivered, normally annually, through, inter alia, webinars and/or e-learning courses and the publication of ad hoc content on the company intranet.
MODEL 231
In order to ensure that the behaviour of all those acting on behalf of or in the interest of the Company always complies with the principles of legality, fairness and transparency in the conduct of business and corporate activities, INWIT has adopted an Organisational Management and Control Model pursuant to Legislative Decree 231/01 (“Model 231”).
Model 231 derives from a thorough analysis of corporate processes and identifies the areas potentially exposed to the risks of offences provided for under the Decree.
The Company promotes training initiatives for the entire company population on the topics covered by Legislative Decree 231/01, in detail:
Targeted training, specifically aimed at updating and developing the skills in the area of Legislative Decree 231/01 of the corporate roles most involved in the sensitive activities referred to in Model 231 and the Anti-Corruption Policy.
Widespread training aimed at the entire company population.
Induction training for new recruits.
38 Interim Management ReportInformation sessions are periodically held for the corporate population on Compliance & Business Ethics with a focus on liability pursuant to Legislative Decree 231/01 and related predicate offences and whistleblowing, as well as on anti-corruption issues. These initiatives are designed and implemented by the Business Integrity, Security & QHSE Function with the organisational support and coordination of the Human Resources & Organisation Department.
Following its establishment, INWIT adopted its own Model 231, last updated by resolution of the Board of Directors on March 10, 2026, in order to incorporate the organisational and regulatory changes that occurred in the meantime.
The Organisational Model pursuant to Legislative Decree 231/01 is divided into:
Code of Ethics: represents INWIT’s charter of values and the body of principles by which the behaviour of INWIT people is guided.
General Part: containing a brief description of the Company, the contents and purposes of Model 231 and the methodology used for its implementation, the functions of the SB and the whistleblowing system adopted. In the general part, the initiatives for the dissemination and knowledge of the Model 231 and the disciplinary system are also outlined.
Special Part: describes in detail, with reference to the specific Sensitive Processes and the types of crime associated with them, the map of Sensitive Activities, as well as the system of controls placed to monitor and protect these activities, divided into general principles of behaviour and specific control principles.
List of offences: containing the overall list of predicate offences under Legislative Decree 231/01. List of business processes: containing the reconciliation of the sensitive processes pursuant to Legislative Decree 231/01 with the company’s macro-processes.
Risk Assessment: containing the mapping of sensitive processes and activities, the associated predicate offences and the assessment of inherent and residual risk.
Pursuant to Article 6 of Legislative Decree 231/01, the Company has entrusted the task of supervising the operation of and compliance with the Model 231 and of updating it to a special Supervisory Body (“SB”).
The set of company rules and procedures are considered an integral part of the Model 231, among which are:
the Corporate Governance Principles, last updated on June 16, 2025, which supplement the framework of the applicable rules with reference to the duties and functioning of the Company’s bodies, referring for the rest to the principles and criteria of the Corporate Governance Code.
the Anti-Corruption Policy, most recently updated on November 5, 2024, drafted in accordance with the main national and international regulations and best practices of reference and the requirements of ISO 37001, with the aim of strengthening awareness of the potential risks to which the work activity is exposed, empowering each in the proper management of relations with internal or external subjects, whether public or private.
The Whistleblowing Policy, most recently updated on June 16, 2025, which regulates the process of transmitting, receiving, managing and archiving reports sent or transmitted by anyone, in line with current legislation. The Procedure for transactions with related parties, adopted pursuant to Consob Regulation no. 17221/2010 and subsequent amendments, and most recently updated on June 16, 2025.
The Inside Information and Internal Dealing Procedure, last updated on November 9, 2023.
During the first half of 2026, no sanctions12 were imposed for significant cases of non-compliance with laws and regulations and, more specifically, no significant cases of violations in social and environmental matters were found. INWIT declares that it has not caused actual or potential negative impacts such that its stakeholders have expressed concerns in this regard through grievance mechanisms.
INWIT has also obtained a positive assessment in the context of the Legality Rating promoted by the Antitrust Authority (AGCM) in agreement with the Ministries of the Interior and Justice, which certifies companies capable of complying with the highest legality standards.
12. For the analysis, INWIT defined a significance threshold of €10,000.
39 Interim Management ReportENTERPRISE RISK MANAGEMENT As part of the risk management system, the Group has adopted a dedicated Enterprise Risk Management Framework (hereinafter ERM), aimed at identifying and assessing potential events whose occurrence may affect the achievement of the main corporate objectives defined within the Strategic Plan.
Responsibility for the process lies with the Head of Business Integrity & QHSE, with the aim of ensuring integrated governance for risks and supported compliance of corporate management and risk owners, which are a determining factor in strengthening the corporate Risk Culture. The INWIT ERM framework, as provided for by the ERM Policy is articulated in a cyclical process – carried out annually – that begins with risk identification (Risk Identification), understood as the identification of the list of risks that could impact the Group in terms of the sustainable achievement of the Group’s activities, that is, by keeping risks within a level that does not compromise the financial, operational and reputational stability of the Group and the achievement of corporate objectives. Risk identification is carried out both through analysis of the main company documents, sector documentation, as well as through direct discussions with the managers of the structure in order to cyclically intercept any emerging risks or intercept developments on the impact of existing risks.
These risks are subject to a detailed assessment (Risk
Evaluation):
Assessment of the risk at the inherent level, through the identification of the levels of impact and probability of occurrence assuming the absence of control controls and subsequent selection of the Inherent Top Risks, understood as the risks with the highest level of inherent risk. The probability of the occurrence of risks is assessed both on the basis of the frequency with which the risk has historically occurred and on the probability that it will occur in the future over the Plan’s time horizon. Residual risk assessment for the Inherent Top Risks, through the assessment of the existing control controls and determination of the level of Residual Risk, combining the impact and probability values following the application of the reduction coefficient calculated on the basis of the existing controls. The selection of the Residual Top Risks is carried out because of the positioning on the residual risk matrix (impact * probability following the application of the safeguards) or by identifying those risks that are positioned in the orange and / or red area of the matrix that, being higher than the levels of risk acceptability, must therefore be mitigated with specific actions.
For each Residual Top Risk determined during the Risk Evaluation phase, mitigation actions (Risk Mitigation) are periodically monitored to verify their effective implementation. The process concludes with reporting to the Audit and Risk Committee (CRC) and the Board of Directors (BoD), which approves the outcomes and mitigation strategies (Risk Reporting phase). Furthermore, on a quarterly basis, the CRC receives a report including indications on the status of progress of Action Plans and in-depth analyses on specific risks.
With reference to the main risks to which the Group is exposed, including emerging risks that are new or impact the exposure level of already known risks, please refer to the section “Main Risks and Uncertainties”. There is an integration of risk issues with sustainability aspects through the association of risks to the pillars of the Sustainability Plan, Environmental (E), Social (S), Governance (G), as well as to the objectives of the Plan, where applicable.
This integration allows INWIT to have a comprehensive and strategic view of risks considering both financial and sustainability aspects in its decision making and long-term planning. In fact, the sustainability issues that are significant for the Group, identified pursuant to Legislative Decree 125/2024, regarding sustainability reporting, are integrated into the Risk Universe.
40 Interim Management ReportRELATED PARTY
TRANSACTIONS
Pursuant to Article 5, paragraph 8, of Consob Regulation no. 17221/2010 concerning “transactions with related parties” and the subsequent Consob Resolution no. 17389/2010, in the first half of 2026 there were no transactions of major significance, as defined by Article 4, paragraph 1, letter a) of the aforementioned regulation, as well as other transactions with related parties that had a significant impact on the Group’s financial position or financial performance as at and for the six months ended June 30, 2026.
Related party transactions, when not dictated by specific regulatory conditions, were settled at arm’s length; their implementation took place in compliance with a specific internal procedure (available on the website www.inwit.
it, Governance section), which defines the terms and methods of verification and monitoring.
The information on related party transactions required by Consob Communication no. DEM/6064293 of July 28, 2006 is presented in the financial statement schedules and in the Note “Related Parties” in the Condensed Interim Consolidated Financial Statements at June 30, 2026.
ALTERNATIVE
PERFORMANCE INDICATORS
In this Interim Management Report of the INWIT Group, in addition to the conventional financial indicators required by IFRS, a number of alternative performance indicators are presented in order to allow for a better assessment of the Group’s operating performance and financial position. These indicators, which are also presented in other financial reports (interim), should not, however, be considered as substitutes for conventional IFRS indicators.
The alternative performance indicators used are outlined below: EBITDA: this indicator is used by the Group as a financial target in internal (business plan) and external (to analysts and investors) presentations and is a useful unit of measurement for assessing the Group’s operating performance in addition to EBIT.
This indicator is determined as follows:
Profit (loss) before tax from continuing operations + Financial expense
- Financial income EBIT - Operating profit (loss) +/-Impairment losses (reversals of impairment losses) on non-current assets +/- Losses (gains) on disposals of non-current assets + Depreciation and amortisation EBITDA - Operating profit (loss) before depreciation and amortisation, gains (losses) on disposals and reversals of impairment losses (impairment losses) on non-current
assets
EBITDaL: this indicator is used by the Group as a financial target in internal (business plan) and external (to analysts and investors) presentations and represents a useful unit of measurement for assessing the Group’s operating performance in addition to EBITDA. This indicator is determined as follows:
EBITDA - Operating profit (loss) before depreciation and amortisation, gains (losses) on disposals and reversals of impairment losses (impairment losses) on non-current
assets
+ IFRS16 lease payments relating to leases active in the year EBITDAaL – Operating profit (loss) before depreciation and amortisation, gains (losses) on disposals and reversals of impairment losses (impairment losses) on non-current assets after Lease ESMA Net Financial Debt and INWIT Net Financial Debt: The Group’s ESMA Net Financial Debt is determined in accordance with the “Guidance on Disclosure Requirements under the Prospectus Regulation” issued by ESMA as reported in the “Net Financial Debt” section included in the “Operating, capital and financial performance” section.
To monitor the performance of its financial position, INWIT Group also uses the financial indicator “INWIT Net Financial Debt,” which is defined as ESMA Net Financial Debt less, where applicable, non-current financial receivables and assets.
ESMA Net Financial Debt Other loans and receivables and non-current financial assets (*) INWIT Net Financial Debt (*) This accounting item refers to loans disbursed to certain Group employees.
Operating Free Cash Flow is determined as follows:
EBITDA
Investment (Capex)
EBITDA - Investments (Capex) Change in trade receivables Change in trade payables (*) Other changes in operating receivables/payables Change in provisions for employee benefits Change in operating provisions and Other changes Change in net operating working capital:
Operating free cash flow (*) Excluding trade payables for investment activities.
41 Interim Management Report
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AT JUNE 30, 2026
Condensed Interim Consolidated Financial Statements at June 30, 2026 43 Consolidated Statement of financial position 43 Consolidated Income Statement 45 Consolidated Statement of Comprehensive Income 46 Consolidated Statement of Changes in Equity 47 Consolidated Statement of Cash Flows 48 Note 1 - Form, content, and other general information 49 Note 2 - Accounting policies 51 Note 3 – Scope of consolidation 53 Note 4 - Financial risk management and other risks 54 Note 5 – Redefinition of balance sheet balances at June 30, 2025 following the allocation of the Smart City Roma shareholding 58 Note 6 - Goodwill 61 Note 7 – Intangible assets with a finite useful life 62 Note 8 - Property, plant and equipment 63 Note 9 – Right-of-use assets 64 Note 10 - Non-current and current financial receivables 65 Note 11 – Trade and sundry receivables and other assets (non current and current) 66 Note 12 - Equity 68 Note 13 – Liabilities for employee benefits 69 Note 14 – Provisions 69Note 15 – Financial liabilities (non-current and current) 70 Note 16 – Net Financial Debt 71 Note 17 – Trade payables, sundry payables and other liabilities (non-current and current) 72 Note 18 – Revenue 73 Note 19 – Purchases of materials and services 74 Note 20 – Depreciation and amortisation, gains/losses on disposal and impairment of non-current assets 75 Note 21 – Financial income and expense 76 Note 22 - Profit (Loss) for the Period and Earnings per Share 77 Note 23 – Contingent liabilities, commitments and guarantees 77 Note 24 – Related parties 77 Note 25 – Significant non-recurring events and transactions 81 Note 26 – Positions or transactions resulting from atypical and/or unusual operations81 Note 27 - Events after the reporting period 81
CONTENTS
42 Interim Management Report
Assets
(thousands of euros) Note 13 06/30/2026of which
with related
parties 12/31/2025of which
with related
parties
Assets
Non-current assets
Intangible assets
Goodwill 6) 6,161,862 6,161,862 Intangible assets with a finite useful life 7) 250,656 323,516 Property, plant and equipment Property, plant and equipment 8) 1,472,813 1,433,582 Right-of-use assets 9) 1,205,833 1,178,522 Other non-current assets Non-current financial assets 10) 14 7,741 Sundry receivables and other non-current assets 11) 48,427 41,392 Deferred tax assets 11) 10,175 10,175 Total Non-current assets 9,149,780 9,156,790
Current assets
Trade and sundry receivables and other current assets 11) 187,201 232,931 Loans and receivables and other current financial assets 10) 542 1,938 Current tax assets 12,497 -
Cash and cash equivalents 97,573 209,611 Total Current assets 297,813 444,480 Total Assets 9,447,593 9,601,270 13. The notes below are an integral part of these Consolidated Financial Statements
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT JUNE 30, 2026
Consolidated Statement of financial position 43 Interim Management Report
Equity and Liabilities (thousands of euros) Note1406/30/2026 of which with related parties 12/31/2025 of which with related parties
Equity 12)
Share capital 600,000 600,000 Treasury shares (1,504) (29,545) Share capital 598,496 570,455 Share premium reserve 898,475 1,319,624 Legal reserve 120,000 120,000 Other reserves 1,351,831 1,096,611 Retained earnings including profit for the period 161,072 361,525 Equity attributable to owners of the Parent 3,129,874 3,468,215 Non-controlling interests 11,612 9,997 Total Equity 3,141,486 3,478,212
Liabilities
Non-current liabilities
Liabilities for employee benefits 13) 2,102 2,124 Deferred tax liabilities 14) 110,501 112,696 Provisions 14) 289,019 288,171 Non-current financial liabilities 15) 5,045,730 4,911,040 Sundry payables and other non-current liabilities 17) 55,249 55,274 Total Non-current liabilities 5,502,601 5,369,305
Current liabilities
Current financial liabilities 15) 505,685 414,154 Trade and sundry payables and other current liabilities 17) 297,371 2,008 328,737 2,314 Provisions 14) 450 450 Current tax assets 17) - 10,412 Total current Liabilities 803,506 753,753 Total liabilities 6,306,107 6,123,058 Total Equity and Liabilities 9,447,593 9,601,270 14. The notes below are an integral part of these Consolidated Financial Statements.
44 Interim Management Report
(thousands of euros) Note151st Half 2026of which with related parties1st Half 202516of which with related
parties
Revenue 18) 531,097 535,268 Purchase of materials and services 19) (28,170) (26,292) Personnel expenses (15,648) (1,243) (12,524) (1,188) Other operating costs (7,017) (6,404) Operating profit (loss) before depreciation and amortisation, gains (losses) on disposals and reversals of impairment losses (impairment losses) on non-current assets (EBITDA)17480,262 490,048 Depreciation and amortisation, gains/losses on disposals and impairment losses on non-current assets20) (204,394) (202,106) Operating profit (EBIT) 275,868 287,942 Financial income 21) 1,011 2,900 Financial expenses 21) (86,361) (67,405) Profit before tax 190,518 223,437 Income taxes (30,227) (39,004) Profit for the period 160,291 184,433
attributable to
Owners of the Parent 161,072 185,084 Non-controlling interests (781) (651) Basic and Diluted Earnings Per Share 22) 0.18 0.20 15. The notes below are an integral part of these Consolidated Financial Statements.
16. The Consolidated Income Statement for the six months ended June 30, 2025 has been restated based on the Purchase Price Allocation (PPA) relating to the acquisition of Smart City Rome.
17. For the determination of the EBITDA indicator, please refer to Note 1 – Form, content and other general information.Consolidated Income Statement 45 Interim Management Report
Consolidated Statement of Comprehensive Income (thousands of euros) Note181st Half 2026 1st Half 202519 Profit for the period (a) 160,291 184,433 Other Comprehensive Income Items that will not subsequently be reclassified to profit or loss - -
Re-measurements of employee defined benefit plans (IAS 19):
Actuarial gains (losses) (4) 12 Related tax 1 (3) Total items that will not subsequently be reclassified in the Consolidated Income Statement(b) (3) 9 Items that will subsequently be reclassified to profit or loss - -
Total items that will subsequently be reclassified to profit or loss (c) - -
Other Comprehensive income (expense) (d=b+c) - -
Comprehensive income for the period (e=a+d) 160,288 184,442
attributable to
Owners of the Parent 161,069 185,093 Non-controlling interests (781) (651) 18. The explanatory notes below are an integral part of these Consolidated Financial Statements 19. The Consolidated Income Statement for the six months ended June 30, 2025 has been restated based on the Purchase Price Allocation (PPA) relating to the acquisition of Sma rt City Rome.
46 Interim Management Report
Changes in equity from January 1, 2025 to June 30, 2025 (thousands of euros) Share capitalReserve for treasury shares in excess of nominal valueShare premium reserveOther reserves and
retained earnings
(losses carried
forward), including the profit for the periodTotalNon-controlling
interestsTotal Equity
Amounts at January 1, 2025 599,884 (1,520) 1,639,816 1,838,366 4,076,546 5,623 4,082,169
Comprehensive income
for the period- - - 185,093 185,093 (651) 184,442 Dividends approved - - (126,458) (353,830) (480,288) - (480,288) Other changes (10,437) (96,488) - 2,495 (104,430) 4,496 (99,934) Amounts at June 30, 2025 589,447 (98,008) 1,513,358 1,672,124 3,676,921 9,468 3,686,389 Changes in equity from January 1, 2026 to June 30, 2026 (thousands of euros) Share capitalReserve for treasury shares in excess of nominal valueShare premium reserveOther reserves and
retained earnings
(losses carried
forward), including the profit for the periodTotalNon-controlling
interestsTotal Equity
Amounts at January 1, 2026 570,455 (271,324) 1,319,624 1,849,460 3,468,215 9,997 3,478,212
Comprehensive income
for the period- - - 161,069 161,069 (781) 160,288 Dividends approved - - (137,645) (362,606) (500,251) - (500,251) Cancellation of shares 27,895 255,609 (283,504) - - - -
Other changes 146 914 - (219) 841 2,396 3,237 Amounts at June 30, 2026 598,496 (14,801) 898,475 1,647,704 3,129,874 11,612 3,141,486Consolidated Statement of Changes in Equity 47 Interim Management Report
(thousands of euros) 1st Half 2026 1st Half 202521 Cash flows from operating activities:
Profit for the period 160,291 184,433
Adjustments for:
Depreciation and amortisation, losses/gains on disposals and impairment losses on non-current assets 204,394 202,106 Net change in deferred tax assets and liabilities (2,195) 6,586 Change in provisions for employee benefits (57) (93) Change in trade receivables (1,880) 10,991 Change in trade payables (14,359) (27,169) Net change in sundry receivables/payables and other assets/liabilities 30,177 (8,852) Other non-monetary changes 2,159 3,724 Cash flows from operating activities (a) 378,530 371,726 Cash flows from investing activities:
Total purchases of property, plant and equipment for the period and right-of-use assets (131,703) (148,493) Of which change in amounts due to fixed asset suppliers (24,166) 57 Total purchases of property, plant and equipment and right-of-use assets on a cash basis (155,869) (148,436) Capital grants received - -
Change in loans and receivables and other financial assets 937 257 Other non-current changes (441) (503) Cash flows used in investing activities (b) (155,373) (148,682) Cash flows from financing activities:
Change in current and non-current financial liabilities 161,335 350,768 Dividends paid (498,796) (477,773) Treasury shares repurchased - (107,761) Capital increases 2,266 6,541 Cash flow generated /(absorbed) by financing activities (c) (335,195) (228,225) Total cash flows (d=a+b+c) (112,038) (5,181) Net cash and cash equivalents at beginning of the period (e) 209,611 115,133 Net cash and cash equivalents at end of the period (g=d+e) 97,573 109,952 Dividends paid to Daphne 3 S.p.A. 160,080 148,409 Dividends paid to Central Tower Holding Company B.V. 195,098 180,588Consolidated statement of cash flows 20 On November 6, 2017, EU Regulation no. 2017/1990 was issued which implemented certain amendments to IAS 7 (Statement of cash flows) at the EU level.
20. The explanatory notes below are an integral part of these Consolidated Financial Statements 21. The Consolidated Statement of Cash Flows for the six months ended June 30, 2025 has been restated based on the Purchase Price Allocation (PPA) relating to the acquisition of Smart City Rome 48 Interim Management Report
(thousands of euros) 1st Half 2026 1st Half 202521 Cash flows from operating activities:
Profit for the period 160,291 184,433
Adjustments for:
Depreciation and amortisation, losses/gains on disposals and impairment losses on non-current assets 204,394 202,106 Net change in deferred tax assets and liabilities (2,195) 6,586 Change in provisions for employee benefits (57) (93) Change in trade receivables (1,880) 10,991 Change in trade payables (14,359) (27,169) Net change in sundry receivables/payables and other assets/liabilities 30,177 (8,852) Other non-monetary changes 2,159 3,724 Cash flows from operating activities (a) 378,530 371,726 Cash flows from investing activities:
Total purchases of property, plant and equipment for the period and right-of-use assets (131,703) (148,493) Of which change in amounts due to fixed asset suppliers (24,166) 57 Total purchases of property, plant and equipment and right-of-use assets on a cash basis (155,869) (148,436) Capital grants received - -
Change in loans and receivables and other financial assets 937 257 Other non-current changes (441) (503) Cash flows used in investing activities (b) (155,373) (148,682) Cash flows from financing activities:
Change in current and non-current financial liabilities 161,335 350,768 Dividends paid (498,796) (477,773) Treasury shares repurchased - (107,761) Capital increases 2,266 6,541 Cash flow generated /(absorbed) by financing activities (c) (335,195) (228,225) Total cash flows (d=a+b+c) (112,038) (5,181) Net cash and cash equivalents at beginning of the period (e) 209,611 115,133 Net cash and cash equivalents at end of the period (g=d+e) 97,573 109,952 Dividends paid to Daphne 3 S.p.A. 160,080 148,409 Dividends paid to Central Tower Holding Company B.V. 195,098 180,588Note 1 - Form, content, and other general
information
Form and content Infrastrutture Wireless Italiane S.p.A. (abbreviated as “INWIT ”, hereinafter also the “ Parent ” or the “ Company ”) and its subsidiary form the “ INWIT Group ” or the “ Group ”.
The INWIT Group’s Condensed Interim Consolidated Financial Statements as at and for the year ended June 30, 2026 ( hereinafter referred to as the “ Condensed Interim Consolidated Financial Statements at June 30, 2026 ”) have been prepared on a going concern basis (see Note 2 “Accounting Policies” below for more details) and in compliance with International Financial Reporting Standards issued by the International Accounting Standards Board and endorsed by the European Union (referred to as “ IFRSs ”), as well as applicable laws and regulations in Italy.
Specifically, the INWIT Group’s Condensed Interim Consolidated Financial Statements at June 30, 2026 have been prepared in accordance with IAS 34 - Interim Financial Reporting and, as permitted by this standard, do not include all the information required in annual consolidated financial statements; therefore, they should be read in conjunction with the consolidated financial statements of the INWIT Group prepared for 2025.
The consolidated figures at June 30, 2026 are compared with the figures in the statement of financial position at December 31, 2025 as well as the figures in the separate income statement, statement of comprehensive income, statement of cash flows, and changes in equity for the first half of 2025.
The Group’s financial year-end is December 31.
The INWIT Group’s Condensed Interim Consolidated Financial Statements at June 30, 2026 have been prepared in accordance with the general cost principle, except for the initial recognition of financial assets and liabilities for which the application of the fair value criterion is mandatory, and have been prepared in units of euros, the Group’s functional currency. The amounts expressed in the notes to these financial statements are expressed in thousands of euros, unless otherwise indicated.
The publication of INWIT Group’s Condensed Interim Consolidated Financial Statements at June 30, 2026 was approved by a resolution of the Board of Directors on July 28, 2026.
Financial Statement Structure The structure of the Financial Statements is in keeping with that provided for by IAS 1; Specifically:
the Consolidated Statement of Financial Position has been prepared by classifying assets and liabilities according to the “current and non-current” principle. Current assets are those intended to be realised, sold or consumed during the normal Group operating cycle or in the twelve months following the end of the period.
Current liabilities are those which are expected to be extinguished during the normal Group operating cycle or which must be extinguished within twelve months of the reporting date or for which the Group does not have an unconditional right to defer settlement for at least twelve months following the end of the period;
the Consolidated Income Statement has been prepared by classifying operating costs according to their nature, in that this method of reporting is deemed better capable of representing the Group’s specific business, complies with internal reporting methods, and is in line with practices in the industrial sector in question;
the Consolidated Income Statement includes, in addition to EBIT (Operating profit/loss), the alternative performance indicator called EBITDA (operating profit/loss before amortisation, depreciation, gains/(losses) on disposals, and reversals of impairment losses (impairment losses) on non-current assets);
specifically, the Group utilises EBITDA, in addition to EBIT, as a financial target in internal presentations (business plans) and external presentations (to analysts and investors); the indicator represents a useful unit of measurement for the evaluation of INWIT’s operating performance.
Profit (loss) before tax from continuing operations
+Financial expenses
-Financial income
EBIT - Operating profit (loss) + / -Impairment losses (reversals of impairment losses) on non-current assets + / -Losses (gains) on disposals of non-current assets + Depreciation and amortisation EBITDA - Operating profit (loss) before depreciation and amortisation, gains (losses) on disposals and reversals of impairment losses (impairment losses) on non-current assetsEBIT and EBITDA are calculated as follows:
49 Interim Management Report
the Consolidated Statement of Comprehensive Income includes, besides the profit (loss) for the period, as per the Consolidated Income Statement, the other changes in Net Equity other than those connected to transactions
with Shareholders;
the consolidated statement of cash flows was prepared by showing the cash flows deriving from operating activities in accordance with the “indirect method”, as allowed by the IAS 7 - (Statement of cash flows).
Furthermore, as required by CONSOB resolution no. 15519, of July 27, 2006, in the case of the consolidated income statement, income and expenses deriving from transactions which by their very nature do not regularly occur during normal business transactions (non-recurring transactions), are specifically identified and the corresponding effects on the main interim results are reported separately when significant in size.
Specifically, non-recurring expenses/income include, for example: gains/losses deriving from the sale of property, plant and equipment, business units and equity investments; expenses deriving from corporate reorganisation and rationalisation processes/projects, including those connected to corporate transactions (mergers, demergers, etc.);
expenses arising from regulatory sanctions and related liabilities; other provisions for risks and charges, and the corresponding releases; expenses for the settlement of disputes; impairment losses on goodwill and/or other intangible assets and property, plant and equipment.
In regard, once again, to the aforementioned CONSOB resolution, the amounts of positions or transactions with related parties have been reported separately.
50 Bilancio Integrato 2025 50 Interim Management Report
Segment reporting
Disclosures relating to business segments have been prepared in accordance with IFRS 8 “Operating Segments”, which provides for the presentation of disclosures in accordance with the procedures adopted by management for making operational decisions.
Therefore, the identification of the operating segments and the disclosures presented are defined on the basis of internal reporting used by management for the allocation of resources to the different segments and for the analysis of their performance.
An operating segment is a component of an entity:
that engages in business activities from which it may earn revenue and incur expenses (including revenue and expenses relating to transactions with other components of the same entity);
whose operating results are reviewed periodically by the top operating level of the entity (the Board of Directors for INWIT) in order to adopt decisions concerning the resources to be allocated and to assess the results;
for which discrete financial information is available.
The Group has identified only one operating segment (which also represents the level at which the goodwill is monitored by management and will be tested for impairment), namely the Integrated Site Management business.
Specifically, the management information note prepared and made available to the Board of Directors for the aforementioned purposes considers the business activity carried out by the Group as a unified whole;
therefore, the financial statements do not contain any segment reporting. The geographical segment coincides with the territory of Italy.
Note 2 - Accounting policies The main accounting policies and the most significant measurement criteria used to prepare these Condensed Interim Consolidated Financial Statements are briefly described below. Going concern The INWIT Group’s Condensed Interim Consolidated Financial Statements at June 30, 2026 have been prepared on a going concern basis as there is a reasonable expectation that the Group will continue its operations in the foreseeable future (and in any event with a time horizon of more than twelve months).
Accounting policies
The accounting policies adopted in the preparation of the Condensed Interim Consolidated Financial Statements at June 30, 2026 are consistent with those used in the Consolidated Financial Statements at December 31, 2025, to which reference should be made, except for the adjustments required by the nature of interim reporting.
In addition, in the Condensed Interim Consolidated Financial Statements at June 30, 2026, income taxes for the period are determined on the basis of the best possible estimate in relation to the available information and on the reasonable expectation of the year’s performance until the end of the tax period. By convention, liabilities for income taxes (current and deferred) for the interim period are recorded net of withholdings and tax credits (limited to those for which reimbursement has not been requested), as well as deferred tax assets and classified as an adjustment to the “Tax provision including deferred tax liabilities”; if said balance is positive it is entered, conventionally, under “Deferred Tax Assets”.
Business combinations
Business combinations are accounted for using the acquisition method when all the activities and assets acquired meet the definition of a business and the Group gains control of them. In determining whether a given set of activities and assets represents a business, the Group assesses whether that set includes, at a minimum, a substantial input and process and whether it has the capacity to create production. According to the acquisition method, the consideration transferred and the identifiable net assets acquired are usually recognised at fair value at the date of acquisition of control.
The positive difference, if any, between the consideration transferred (plus the value assigned to any non-acquired third-party interests) and the value of the identifiable net assets is recognised as goodwill.
Any negative difference (“gain from a purchase at favourable prices”) is recognised in profit or loss at the date of acquisition of control.
Third-party interests are initially measured in proportion to their share of the identifiable net assets of the acquired entity at the date of acquisition.
If applicable, the consideration transferred is increased by any contingent consideration (subject to conditional future consideration) measured at fair value and by any equity investment previously held by the Group in the acquired entity, also remeasured at fair value.
If contingent consideration meets the definition of a financial instrument and is classified as equity, it is not subsequently measured and future extinguishment is accounted for directly in equity.
Other contingent consideration is measured at fair value at each reporting date and changes in fair value are recognised in profit or loss for the period.
Goodwill arising from a business combination is not amortised, but is subject at least annually to impairment tests in the presence of impairment indicators. Any impairment losses on goodwill are never recovered in subsequent periods. (See paragraph “Impairment of intangible assets and property, plant and equipment (Goodwill)” below.
51 Interim Management Report
Consolidation principles
Included in the Condensed Interim Consolidated Financial Statements at June 30, 2026 are the financial statements of all subsidiaries from the date control is assumed until such control ceases.
The Financial Statements of the subsidiary alone have a reporting date coinciding with that of the Parent.
Control exists when the Parent INWIT simultaneously
has:
decision-making power, that is, the ability to direct the relevant activities of the investee, i.e., those activities that have a significant influence on the results of the investee;
the right to variable (positive or negative) results derived from its shareholding in the entity;
the ability to use its decision-making power to determine the amount of results derived from its shareholding in the entity.
The existence of control is verified whenever facts and circumstances indicate a change in one or more of the three qualifying elements of control.
The scope of reporting of financial figures and non-
financial information is the same as in the Consolidated Financial Statements, that is the Parent and the fully-
consolidated group companies at June 30, 2026.
In the preparation of the Condensed Interim Consolidated Financial Statements, the assets, liabilities, as well as expenses and revenue of the consolidated companies are assumed line by line in their total amount, allocating to non-controlling interests, if any, in appropriate items of the consolidated statement of financial position, consolidated income statement, and consolidated statement of comprehensive income the share of equity and profit for the period to which they are entitled.Pursuant to IFRS 10 (Consolidated Financial Statements), comprehensive expense (including profit/loss for the period) is attributed to the owners of the parent and non-controlling interests, even when the equity attributable to non-controlling interests has a negative balance.
In the preparation of the Condensed Interim Consolidated Financial Statements, all statement of financial position, income statement, and statement of cash flows balances between Group companies, as well as unrealised gains and losses on intercompany transactions, are eliminated.
The carrying amount of the investment in the subsidiary is eliminated against the corresponding share of the equity of the subsidiary, including any fair value adjustments at the date of acquisition of control.
On that date, goodwill, determined as explained below, is recorded under intangible assets, while any “gain deriving from a purchase at favourable prices (or negative goodwill)” is recorded in the consolidated income statement.
Pursuant to IFRS 10, changes in the parent’s interest in a subsidiary that do not result in the loss or acquisition of control are accounted for as equity transactions.
In such circumstances, the carrying amounts of controlling and non-controlling interests are adjusted to reflect changes in their relative interests in the subsidiary. Any difference between the value by which non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the parent.
Under IFRS 10, the parent, in the event of loss of control over the subsidiary:
derecognises:
• assets (including goodwill) and liabilities;
• the carrying amount of any non-controlling
interests; recognises:
• the fair value of any consideration received;
• the fair value of any remaining interest held in the
former subsidiary;
• any gain or loss from the transaction in the consolidated income statement;
• the reclassification to the consolidated income statement of amounts related to the subsidiary previously recognised in other comprehensive income.
Use of accounting estimates The preparation of the Condensed Interim Consolidated Financial Statements and related notes, in accordance with the IFRS, requires company management to make estimates and assumptions based also on subjective judgments, past experience and hypotheses considered reasonable and realistic in relation to the information known at the time of the estimate.
Such estimates have an effect on the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the reporting date, as well as the amount of revenue and costs during the period. Actual results could thus differ, even significantly, from such estimates owing to possible changes in the factors considered in the determination of such estimates.
Estimates are reviewed periodically and any changes resulting from changes in estimates are recognised prospectively.
The most significant accounting estimates involving a high reliance on assumptions and subjective judgments are reported in the consolidated financial statements at December 31, 2025, to which reference is made.
52 Interim Management Report
New standards and interpretations endorsed by the European Union and in force from january 1, 2026 The following accounting standards, amendments and IFRS interpretations have been applied for the first time as of January 1, 2026:
Amendment to IFRS 9 and IFRS 7: “ “Classification and Measurement of Financial Instruments” (issued on May 30, 2024).
Annual Improvements to IFRS Accounting Standards -Volume 11 (issued July 18, 2024).
Amendment to IFRS 9 and IFRS 7: “Contracts Referencing Nature-dependent Electricity” (issued on December 18, 2024).
These amendments had no impact on the Group’s financial statements at June 30, 2026.
IFRS and IFRIC accounting standards, amendments and interpretations endorsed by the European Union, not yet mandatorily applicable and not early adopted by INWIT Group as at June 30, 2026 At the reporting date, the following new and amended principle is present but not yet in force:
IFRS 18: “ Presentation and Disclosure in Financial Statements ” (issued on April 9, 2024). The amendments apply to reporting periods beginning on or after January 1, 2027.
These amendments had no impact on the Group’s financial statements at June 30, 2026.IFRS and IFRIC accounting standards, amendments and interpretations not yet endorsed by the European
Union
At the reporting date, the competent bodies of the European Union have not yet completed the endorsement process necessary for the adoption of the amendments and standards described below. The directors are currently evaluating the possible effects of introducing these changes on the INWIT Group’s condensed interim consolidated financial statements:
IFRS 19: “ Subsidiaries without Public Accountability:
Disclosures ” (issued on May 9, 2024). The amendments apply to reporting periods beginning on or after January 1, 2027.
Amendment to IAS 21: “ The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency ” (issued on November 13, 2025). The amendments apply to reporting periods beginning on or after January 1, 2027.
Amendment to IFRS 19: “ Subsidiaries without Public Accountability: Disclosures ” (issued on August 21, 2025). The amendments apply to reporting periods beginning on or after January 1, 2027.
IFRS 20: “Regulatory Assets and Regulatory Liabilities ” (issued on May 27, 2026). The amendments apply to reporting periods beginning on or after January 1, 2029.
Amendment to IAS 28: “Investments in Associates and Joint Ventures ” (issued on June 26, 2026). The amendments apply to reporting periods beginning on or after January 1, 2027.
The potential impacts on the consolidated financial statements from application of these new standards and interpretations are currently being assessed.Note 3 – Scope of consolidation The number of INWIT Group’s subsidiaries and associates is broken down as follows:
Subsidiary of the INWIT Group:06/30/2026
Companies: ItalyOutside
ItalyTotal
subsidiaries consolidated
on a line-by-line basis1 - 1
equity-accounted joint
ventures- - -
equity-accounted
associates- - -
Total companies 1 - 1
CompanyInvestment
of INWIT SPAMonth of
acquisition
Smart City Roma S.p.A.52.08% October 2024 53 Interim Management Report
Note 4 - Financial risk management and
other risks
Market risk
The risk of unfavourable interest rate fluctuations has potential negative impacts on the cost of debt and finance expenses incurred. At June 30, 2026, the immediate risk is limited to the floating rate component only (equal to 18% of the total debt, the remaining 82% being fixed rate). The conditions of access to future loans, necessary both for development plans and for the refinancing of bond debt at maturity, will depend on both external market factors and the Group’s internal performance. Specifically, the cost and refinancing capacity will be determined by the prevailing market rate at the time of issue and, at the same time, by the performance of the company’s business, the evolution of which is reflected in the Group’s rating profile.
At June 30, 2026, the fixed-rate loans entered into by the Inwit Group include:
• the bonds with a nominal value of 173.3 million euros, issued for a nominal amount of 1 billion euros in July 2020 (partially repurchased in April 2025 for 300 million euros and in October for 526.7
million euros);
• the bonds equal to a nominal value of 750 million euros issued in October 2020;
• the bond equal to a nominal value of 500 million euros issued in April 2021;
• the bond equal to a nominal value of 750 million euros issued in April 2025;
• the Sustainability-Linked bond security with a nominal value of 850 million euros, issued in
October 2025;
• the bond (so-called TAP on the bond issued in April 2025) with a nominal value of 150 million euros issued in January 2026;
• loans totalling 629.4 million euros signed with the European Investment Bank.The floating rate debt component at June 30, 2026
includes:
• the 500 million euro KPI-linked ESG;
• bank loans of 150 million euros stipulated in May
2024;
• the 500 million euros ESG KPI-linked (RCF) revolving credit line used for 45 million euros at June 30,
2026;
• the short-term uncommitted bank credit facilities used for 120 million euros at June 30,2026.
In view of the current financial structure, the Group considers its exposure to the risk of interest rate fluctuations to be under control and has not considered it necessary to enter into derivative contracts to mitigate this risk.
Currency risk
The Group operates exclusively in euros and therefore, is not exposed to currency risk.
Credit risk
The Group’s exposure to credit risk consists of the potential losses that could derive from the failure of the counterparts, both commercial and financial, to fulfil the obligations undertaken. Such exposure mainly stems from general economic and financial factors, the potential occurrence of specific insolvency situations of some borrowers and other more strictly technical-
commercial or administrative factors.
The maximum theoretical exposure of the Group to credit risk is the carrying amount of the financial assets and trade receivables recorded in the Financial Statements.
The Group’s main customers are TIM and Fastweb5F which, during the reporting period of these condensed interim consolidated financial statements, generated total revenue of 469,702 thousand euros, equal to 88.4% of total revenue. The Group’s other customers include, in addition to the main Italian mobile operators, also fixed wireless access (FWA) operators, broadcasting service operators and various public and private entities with which the Group predominantly has multi-year contracts for the provision of hospitalities and ancillary services.
Therefore, the Group is exposed to the risk of concentration of revenue and to credit risk arising from the possibility that its commercial counterparts may not be capable or able to meet their obligations, a risk that is considered moderate in view of the financial solidity of the counterparties.
Any failure by one of its commercial or financial counterparties to perform its obligations, or the premature unilateral termination of agreements with counterparties due to events beyond its control, would result in a contraction of operating cash flows with impacts on the Group’s creditworthiness and Credit Rating (see also the section “Main Risks and Uncertainties” section of the Management Report: on ”Interest rates and Financing Contracts” and/or “Development and/or meeting customer demand”).
With regard to counterparty risk, formalised procedures for the assessment and assignment of commercial and financial partners are adopted for credit management and financial risk management.
Liquidity risk
To meet its liquidity needs, the Group has a number of uncommitted short-term bank lines and a revolving credit facility (RCF) ESG KPI-linked of 500 million euros issued by a pool of domestic and international banks and available until March 2031 (maturity extension signed on April 17, 2026), to be used to support working capital and for general cash needs.
At June 30, 2026, the RCF line and the short-term uncommitted lines were used for 45 million euros and 120 million euros respectively.
22. Fastweb S.p.A. and Vodafone Italia S.p.A., as of January 1, 2025 have become a single corporate entity Fastweb S.p.A.
54 Interim Management Report
Climate change risks As part of its sustainability strategy, the Group is committed to identifying and assessing climate risks, analysing their effects and impact on its business both qualitatively and quantitatively.
Climate Change risk includes all risks arising from extreme weather events or long-term climate variations with possible direct repercussions on the assets, activities and services provided, as well as Transition Risks related to legal, technological, reputational or market effects in the transition to a zero-emission economy.
The following Physical Risks due to climate change have been identified:
Windstorms - Can cause damage to towers. For each site, the gust velocity is associated with a probability of failure of the tower (e.g., tower failure with velocity >180 km/h);
Fires - If occurring near INWIT assets can cause damage to rawland sites, resulting in the need for intervention and repair costs;
Flooding - Can cause damage to electrical equipment at rawland sites. In addition, for rooftop sites, the height of water can cause damage to the tower support structure to the point of failure;
Heat Waves – Impact assets by both increasing the number of maintenance operations and energy consumption for cooling systems.
An economic assessment of the impact on the Group’s assets was conducted for these risks, based on the different climate scenarios analysed.
The Group has defined a Climate Transition Plan , approved by the Shareholders’ Meeting, which integrates decarbonisation, climate resilience and governance commitments to ensure transparency and long-term value towards the Net Zero 2040 goal.In addition, the following Transition Risks have been
identified:
Increased cost of technology: this risk would result in INWIT having to adapt infrastructure assets (piling, power supply and air conditioning);
Increased fossil fuel electricity prices: the Group monitors this risk through the implementation of a specific process guided by a dedicated unit, aimed at managing issues relating to energy procurement.
As of 2023, INWIT publishes a TCFD Report (to which readers should refer) incorporating the reporting framework set out by the Task Force on Climate-
related Financial Disclosure (TCFD) and provides key information regarding the functions and processes used by the company to monitor and manage climate-
related risks and opportunities, the climate goals it has set itself, with associated metrics for monitoring them, and the strategy developed to achieve them.
In any case, there are no effects on the Condensed Interim Consolidated Financial Statements at June 30, 2026.
55 Interim Management Report
Risks related to global economic conditions In this context, the following risks related to global economic conditions have been identified, including with reference to ongoing conflicts:
Inflation: the Group has inflation-indexed contracts and, in particular, the MSA contracts are 100% inflation-indexed, with no cap and a zero floor.
However, there could be an indirect impact relating to a reduced capacity for investment by the Group’s customers in further development plans. Inflation also has an impact on the Company’s operating expenses, investments and financial leases, as well as on the trend in interest rates;
Geopolitical context: this is a risk that relates to the uncertainty of the political environment with particular reference to the current situations in Europe and the Middle East as well as the ongoing changes in the balance of power between states, with impacts on rising commodity costs, import strategies for supplies and potential supply delays. In particular, recent war events, although having a limited direct impact on the Group’s procurement, could lead to imbalances in the global macroeconomic context with potential indirect effects on customers and suppliers;
Interest rates and financing contracts: this risk is related to unfavourable fluctuations in interest rates, with impacts on the cost of debt and on the expenditure incurred for finance expenses. In this regard, it should be noted that as of June 30, 2026, approximately 82% of the Group’s debt is characterised by fixed-rate instruments; therefore, interest rate fluctuations concern only the variable component of debt, equal to the residual 18%. With reference to the additional financing required for the implementation of the Group’s development plans and the bond debt, both existing and with upcoming maturity, the conditions of access to new loans may be impacted by the market rate prevailing at the date of issuance of the new debt; Consolidation of the telecommunications market (TLC): the Group’s objectives are influenced by the current TLC sector context, characterised by discontinuity factors compared to the recent past, such as the progressive consolidation among the main sector players, accompanied by increasing financial pressures arising from the contraction of revenue and low return on invested capital, which impact on the development plans and investments of these operators. The concentration and consolidation phenomena in the TLC market, together with the dependence on a limited number of customers who contribute a significant share of overall revenue, make this scenario an emerging risk for the business. This is in particular a risk connected to potential unexpected changes in the market context and demand structure, capable of producing significant impacts on medium-to-long-
term growth prospects. The Group mitigates this risk through constant monitoring of market dynamics, scouting of new commercial opportunities and the progressive diversification of the customer base;
Technological evolution: The market in which the Group operates is characterised by a constant evolution of technology as well as alternative technologies that are bringing out new competitors with disruptive business models and new competitive dynamics. In view of these aspects, the risk is assessed as an emerging risk for the Group and is mitigated primarily through continuous monitoring of technological developments, and ongoing investments in innovative solutions and technological upgrades.
For full details of the main risks and uncertainties, please refer to the appropriate section “Enterprise Risk Management” in these Condensed Interim Consolidated Financial Statements.Financial assets and liabilities by category For the purpose of providing information to allow a comparison between the carrying amount and fair value of the financial instruments (required by IFRS 7), it is pointed out that the following assumptions were made to determine the fair value (fair value level 2):
for fixed- and variable-rate loans: the nominal repayment amount has been assumed;
for trade payables and receivables and for current financial assets and liabilities, it is believed that their carrying amount is a reasonable approximation of their fair value.
56 Interim Management Report
Amounts recorded in the financial statements pursuant to IFRS 9 (thousands of euros) 06/30/2026Amortised
costCostFair value
through
equityFair value
through
profit or
loss
ASSETS
Non-current assets
Non-current financial assets of which loans and receivables 14 14 (a) 14 14
Current assets
Trade and sundry receivables and other
current assets
of which loans and receivables 82,581 82,581 Loans and receivables and other current financial assets of which loans and receivables 542 542 Cash and cash equivalents 97,573 97,573 (b) 180,696 180,696 Total (a+b) 180,710 180,710
LIABILITIES
Non-current liabilities
Non-current financial liabilities of which liabilities at amortised cost 5,045,730 5,045,730 (c) 5,045,730 5,045,730
Current liabilities
Current financial liabilities of which liabilities at amortised cost 505,685 505,685 Trade and sundry payables and other current liabilities of which liabilities at amortised cost 232,893 232,893 (d) 738,578 738,578 Total (c+d) 5,784,308 5,784,308The following table shows the assets and liabilities as of June 30, 2026 according to the categories under IFRS 9.
57 Interim Management Report
(thousands of euros) 1st Half 2025 Smart City Roma1st Half 202523 post Fair Value allocation Revenue 535,268 535,268 Acquisition of goods and services (26,292) (26,292) Personnel expenses (12,524) (12,524) Other operating costs (6,404) (6,404) Operating profit (loss) before depreciation and amortisation, capital gains (losses) on disposals and reversals of impairment losses (impairment losses) on non-current assets (EBITDA)24490,048 490,048 Depreciation and amortisation, gains/ losses on disposals and impairment losses on non-current assets(201,881) (225) (202,106) Operating profit (loss) (EBIT) 288,167 (225) 287,942 Financial income 2,900 2,900 Financial expenses (67,405) (67,405) Profit (loss) before tax 223,662 (225) 223,437 Income taxes (39,068) 64 (39,004) Profit for the period 184,594 (161) 184,433
attributable to
Owners of the Parent 185,245 (161) 185,084 Non-controlling interests (651) (651) Basic and Diluted Earnings Per Share 0.20 0.20Consolidated Income Statement Note 5 – Redefinition of balance sheet balances at June 30, 2025 following the allocation of the Smart City Roma
shareholding
During 2025, the fair value of the assets acquired and the liabilities assumed relating to:
to the allocation of the goodwill relating to the elimination of the investment in Smart City Rome.
Consequently, the statement of financial position balances at June 30, 2025 have been restated as indicated in the following summary tables of:
23. The Consolidated Income Statement for the six months ended June 30, 2025 has been restated based on the Purchase Price Allocation (PPA) relating to the acquisition of Smart City Rome.
24. For the determination of the EBITDA indicator, please refer to Note 1 – Form, content and other general information 58 Interim Management Report
(thousands of euros) Note 1st Half 2025 Smart City Roma 1st Half 202525 Profit (loss) for the period (a) 184,594 (161) 184,433 Other components of the Consolidated Statement of
Comprehensive Income
Items that will not subsequently be reclassified to profit or loss - -
Re-measurements of employee defined benefit plans (IAS 19):
Actuarial gains (losses) 12 12 Net fiscal impact (3) (3) Total items that will not subsequently be reclassified to profit or loss(b) 9 9 Items that will subsequently be reclassified to profit or loss - -
Total items that will not subsequently be reclassified to profit or loss(c) - -
Total other Comprehensive Income (d=b+c) - -
Comprehensive income for the period (e=a+d) 184,603 (161) 184,442
attributable to
Owners of the Parent 185,254 (161) 185,093 Non-controlling interests (651) (651)Consolidated Statement of Comprehensive Income 25. The Consolidated Income Statement for the six months ended June 30, 2025 has been restated based on the Purchase Price Allocation (PPA) relating to the acquisition of Sma rt City Rome.
59 Interim Management Report
(thousands of euros) 1st Half 2025 Smart City Roma 1st Half 202526 Cash flows from operating activities:
Profit for the period 184,594 (161) 184,433
Adjustments for:
Depreciation and amortisation, losses/gains on disposals and impairment losses on non-current assets201,881 225 202,106 Net change in deferred tax assets and liabilities 6,650 (64) 6,586 Change in provisions for employee benefits (93) (93) Change in trade receivables 10,991 10,991 Change in trade payables (27,169) (27,169) Net change in sundry receivables/payables and other assets/liabilities (8,852) (8,852) Other non-monetary changes 3,724 3,724 Cash flows from operating activities (a) 371,726 371,726 Cash flows from investing activities:
Total purchases of property, plant and equipmen and intangible assets for the period and right-of-use assets(211,459) (211,459) Of which change in amounts due to fixed asset suppliers 63,023 63,023 Total purchases of property, plant and equipmen and intangible assets for the period and right-of-use assets(148,436) (148,436) Capital grants received - -
Change in loans and receivables and other financial assets 257 257 Other non-current changes (503) (503) Cash flows used in investing activities (b) (148,682) (148,682) Cash flows from financing activities:
Change in current and non-current financial liabilities 350,768 350,768 Dividends paid (477,773) (477,773) Treasury shares repurchase (107,761) (107,761) Capital increases 6,541 6,541 Cash flow generated /(absorbed) by financing activities (c) (228,225) (228,225) Total cash flows (d=a+b+c) (5,181) (5,181) Net cash and cash equivalents at beginning of the period (e) 115,133 115,133 Net cash and cash equivalents at end of the period (g=d+e) 109,952 109,952Consolidated Statement of Cash Flows 26. The Consolidated Statement of Cash flows for the six months ended June 30,2025 has been restated on the basis of the price allocation deriving from the Purchase Price Allocation (PPA) relating to the acquisition of Smart City Rome.
60 Interim Management Report
Note 6 - Goodwill At June 30, 2026, goodwill amounted to 6,161,862 thousand euros and showed no changes compared to December 31, 2025.
Goodwill, in accordance with IAS 36, is not subject to amortisation but is tested for impairment at least annually or more frequently if specific events or circumstances occur that may indicate an impairment loss.
In particular, at June 30, 2026, no new events were identified with respect to what was defined as at 31 December 31, 2025 such as to make a new impairment test necessary.
61 Interim Management Report
62Note 7 – Intangible assets with a finite useful life Intangible assets with a finite useful life comprised the following, with the following changes:
(thousands of euros) 12/31/2025 Investments Amortisation Disposals/ Write-downsOther changes 06/30/2026 Industrial patents and intellectual property 17,345 4,628 (6,099) - 656 16,530 Concession 10,359 - (225) - - 10,134 Other intangible assets 250,278 - (51,586) - (1) 198,691 Intangible assets under development and advances 45,534 5,515 - - (25,748) 25,301 Total 323,516 10,143 (57,910) - (25,093) 250,656 The item “ Concession ” refers to the surplus value allocated to the concession with the municipality of Rome following the Purchase Price Allocation (PPA) of the consideration paid for the equity investment in Smart City Rome.The “ Other intangible assets ” item mainly comprises the customer list arising from the merger with Vodafone Tower and from the acquisition of business units. These intangible assets are amortised over the term of the active contracts.Investments for the period amounted to a total of 10,143 thousand euros and mainly refer to IT development projects, technological projects and other intangible investments.
62 Interim Management Report
Note 8 - Property, plant and equipment Owned property, plant and equipment Property, Plant and Equipment comprised the following, with the following changes:
The investments made during the period, amounting to 69,875 thousand euros, mainly relate to the construction of new sites, extraordinary maintenance, the purchase of land, the construction of DAS, Labour Cost Capitalization, and the purchase of backhauling sections.
The gross amount and accumulated depreciation at June 30, 2026 are detailed as follows:
Property, plant, and equipment are not subject to liens, mortgages, or other charges.(thousands of euros) 12/31/2025 Investments Disposals/Write-downs Depreciation Other changes 06/30/2026 Land 183,559 16,289 (225) - 1,556 201,179 Plant and equipment 1,130,725 46,625 (2,086) (40,369) 36,139 1,171,034 Manufacturing and distribution equipment 3,844 69 - (595) 17 3,335 Other assets 1,829 210 - (278) 387 2,148 Assets under construction and advance payments113,625 6,682 - - (25,190) 95,117 Total 1,433,582 69,875 (2,311) (41,242) 12,909 1,472,813 (thousands of euros) Gross value amount at 06/30/2026 Accumulated impairment losses Accumulated depreciation27Net value as of 06/30/2026 Land 201,179 - - 201,179 Plant and equipment 2,421,006 (526) (1,249,446) 1,171,034 Manufacturing and distribution equipment 6,000 - (2,665) 3,335 Other assets 3,787 - (1,639) 2,148 Assets under construction and advance payments95,117 - - 95,117 Total 2,727,089 (526) (1,253,750) 1,472,813 27. Accumulated depreciation is presented net of disposals that occurred during the year 63 Interim Management Report
64 Interim Management ReportInvestments made during the period, amounting to 51,685 thousand euros, are represented mainly by the purchase of surface rights and the capitalisation of labour costs relating to capitalised assets.Note 9 – Right-of-use assets Right-of-use assets comprised the following, with the following changes:
(thousands of euros) 12/31/2025 Investments Lease Increases/ (Decreases)Depreciation Other changes 06/30/2026 Rights of use on civil and industrial buildings164,152 29,718 (111) (4,313) 6,429 195,875 Rights of use on plant and equipment1,013,394 21,967 64,666 (97,323) 6,196 1,008,900 Rights of use on other assets976 - 331 (249) - 1,058 Total 1,178,522 51,685 64,886 (101,885) 12,625 1,205,833
Note 10 - Non-current and current loans and receivables Non-current and current loans and receivables as at June 30, 2026 are composed as follows:
Medium/long-term and short-term loans and receivables relate to the amount of:
of financial income (531 thousand euros);
loans granted to employees (25 thousand euros).(thousands of euros) 12/31/2025 Changes 06/30/2026 Loans and receivables (medium/long-term):
Staff loans 16 (2) 14 Accrued income from financial expenses 7,725 (7,725) -
Total non-current loans and receivables (a) 7,741 (7,727) 14 Loans and receivables (short-term):
Staff loans 33 (22) 11 Short-term loans and receivables 593 (593) -
Accrued income from financial expenses 1,312 (781) 531 Total current loans and receivables (b) 1,938 (1,396) 542 Total loans and receivables (a+b) 9,679 (9,123) 556 65 Interim Management Report
(thousands of euros) 12/31/2025of which IFRS 9 Financial InstrumentsChanges 06/30/2026of which IFRS 9 Financial
Instruments
Other non-current assets 4,326 - 7,457 11,783 -
Other non-current sundry receivables 37,066 - (422) 36,644 -
Total Sundry receivables and other non-current assets(a) 41,392 - 7,035 48,427 -
Deferred tax assets (b) 10,175 - - 10,175 -
Total trade receivables (c) 80,701 80,701 1,880 82,581 82,581 Other current assets 11,924 - 2,972 14,896 -
Non-current sundry receivables -
current portion5,329 - 1,902 7,231 -
Sundry operating receivables 70,135 - (20,484) 49,651 -
Sundry non-operating receivables 64,842 - (32,000) 32,842 -
Total sundry receivables and other current assets(d) 152,230 - (47,610) 104,620 -
Total trade and sundry receivables and other current assets(c+d) 232,931 80,701 (45,730) 187,821 82,581 Total tax assets (e) - - 12,497 12,497 -
Total (a+b+c+d+e) 284,498 80,701 (26,198) 258,300 82,581Note 11 – Trade and sundry receivables and other assets (non current and current) The item “Trade and sundry receivables and other current and non-current assets” is detailed in the following table:
Sundry receivables and other non-current assets , amounting to 48,427 thousand euros, mainly relate to the non-current portion of the substitute taxes paid by the Group for the realignment and franking of goodwill recognised in the financial statements, which will be deferred over the period of the fiscally recognised amortisation of the goodwill.Deferred tax assets , amounting to 10,175 thousand euros, derive from the recognition, in the Condensed Interim Consolidated Financial Statements at June 30, 2026, of deferred tax assets on temporary differences between the carrying amounts of assets and liabilities shown in the financial statements and the amounts recognised for tax purposes. Trade receivables , amounting to 82,581 thousand euros, mainly relate to hospitality services. Receivables are stated net of the loss allowance of 5,959 thousand euros, as detailed below:
66 Interim Management Report
67 Interim Management ReportSundry receivables and other current assets , amounting to 104,620 thousand euros, mainly refer to security deposits, advances to suppliers, receivables from the tax authorities for taxes and duties, and the current portion of substitute taxes settled by the Company for the realignment and franking of goodwill recorded in the financial statements, which will be deferred over the duration of the fiscally recognised amortisation of the goodwill.
The carrying amount of the trade and sundry receivables and other assets (non-current and current) is considered a reasonable approximation of their respective fair value.(thousands of euros) 12/31/2025 Accruals Utilisation 06/30/2026 Loss allowance 5,332 627 - 5,959 Total 5,332 627 - 5,959
As at June 30, 2026, the equity attributable to the owners of the Parent amounted to 3,129,874 thousand euros and is composed as follows:Note 12 - Equity This item consisted of:
28. The Restricted Reserve provided for by Law 178/2020 provides that the company, following the realignment of the tax base to the carrying amount of the intangible assets recognised in the Financial Statements at December 31, 2019, including goodwill, has the obligation to restrict an equity reserve for an amount equal to the tax revaluation, net of the substitute tax due on the realignment, subjecting it to the tax suspension regime.(thousands of euros) 12/31/2025 Changes 06/30/2026 Share capital 600,000 - 600,000 Minus treasury shares (29,545) 28,041 (1,504) Share capital 570,455 28,041 598,496 Share premium reserve 1,319,624 (421,149) 898,475 Other reserves and retained earnings (losses) carried forward), including the profit for the period/year1,216,611 255,220 1,471,831 Legal reserve 120,000 - 120,000 Reserve for equity instruments 4,043 (75) 3,968 Reserve for treasury shares in excess of nominal value (271,324) 256,523 (14,801) Restricted reserve under Law 178/2020281,361,880 - 1,361,880 Other reserves 2,012 (1,228) 784 Retained earnings (losses carried forward) including profit (loss) for the period/year361,525 (200,453) 161,072 Total 3,468,215 (338,341) 3,129,874(thousands of euros) 12/31/2025 Changes 06/30/2026 Equity attributable to owners of the Parent 3,468,215 (338,341) 3,129,874 Non-controlling interests 9,997 1,615 11,612 Total 3,478,212 (336,726) 3,141,486The change relating to Treasury Shares and the Reserve for Treasury Shares in excess of nominal value relates to:
decreasing following the cancellation of 27,895,167 treasury shares without reduction of the share capital (283,504 thousand euros) following the resolution of the Shareholders’ Meeting held on April 30, 2026;
decrease for the allocation of shares under the Performance Share Plan (1,060 thousand euros).
The change relating to the Share premium reserve refers to the resolution for the ordinary dividend (137,645 thousand euros) and the cancellation of 27,895,167 treasury shares without reduction of share capital (283,504 thousand euros) described above.
Benefit plans in the form of employee stock options The “ Reserve for equity instruments ”, amounting to 3,968 thousand euros, refers to:
the LTI plans (3,929 thousand euros) in existence at June 30, 2026, used for retention and long-term incentive purposes for managers.
The broad-based share option plan (39 thousand euros) in existence and subscribed to by INWIT employees.
68 Interim Management Report
Post-employment benefits decreased by 22 thousand euros compared to December 31, 2025.
Note 14 – Provisions The item has the following breakdown and movements:Note 13 – Liabilities for employee benefits The item has the following breakdown and movements:
(thousands of euros) 12/31/2025 Increase Decrease Other changes 06/30/2026 Provision for restoration costs 283,294 2,202 (1,838) - 283,658 Deferred tax liabilities 112,696 - (2,195) - 110,501 Provision for legal disputes and other risks5,327 910 (426) - 5,811 Total 401,317 3,112 (4,459) - 399,970
Of which:
Non-current amount 400,867 399,520 Current amount 450 450(thousands of euros) 12/31/2025Increase/ Current valueDecreasing 06/30/2026 Post-employment benefits (TFR) 2,124 39 (61) 2,102 Total 2,124 39 (61) 2,102 The Provision for restoration costs is increased by the accrual of costs expected for the dismantling of new sites (2,202 thousand euros). The decrease in the Provision for restoration costs relates to the use to cover decommissioning costs incurred in the period (1,838 thousand euros).
The changes in Deferred Tax Liabilities are mainly moving downward as a result of the release of deferred taxes relating to the exclusively statutory amortisation of the Customer List recognised on the merger with Vodafone Towers.
The provision for legal disputes and other risks increases by 484 thousand euro, as the net balance of new accruals, utilisations, releases and other changes relating to possible disputes arising from contributions following agreements entered into during the period.
69 Interim Management Report
Note 15 – Financial liabilities (non-current and current) Financial liabilities (non-current and current) (gross financial debt) were broken down as follows:
(thousands of euros) 12/31/2025 Changes 06/30/2026 Amounts due to banks 1,259,185 (18,121) 1,241,064 Bonds 2,833,669 153,335 2,987,004 Other financial liabilities 6,396 (567) 5,829 Lease liabilities 811,790 43 811,833 Total non-current financial liabilities (a) 4,911,040 134,690 5,045,730 Current Financial liabilities:
Amounts due to banks 98,163 114,081 212,244 Bonds 201,019 6,047 207,066 Other financial liabilities 3,579 1 3,580 Lease liabilities 111,393 (28,598) 82,795 Total current financial liabilities (b) 414,154 91,531 505,685 Total Financial liabilities (Gross financial debt) (a+b) 5,325,194 226,221 5,551,415 Gross financial debt excluding lease liabilities 4,402,011 4,656,787 Non-current Financial liabilities:
Amounts due to banks mainly refer to the loans net of related accruals and deferrals:
• ESG KPI-linked term loan for a nominal amount of 500,000 thousand euros with bullet repayment and maturity in March 2031;
• loan from the EIB with an original nominal amount of 298,000 thousand euros with amortising repayment beginning in February 2026 and maturity in August 2033, outstanding for the amount of 279,375 thousand euros;
• a loan from the EIB with a nominal value of 350,000 thousand euros with amortising repayment beginning in November 2029 and maturing in May 2039;
• bank loans with a total nominal amount of 150,000 thousand euros with bullet repayment and maturity between October 2027 and January 2028.
Bonds refer to the following, net of related accruals and deferrals:
• bonds originally issued in July 2020 with a nominal value of 1,000,000 thousand euros currently outstanding for a nominal value of 173,276 thousand euros with maturity July 8, 2026, coupon 1.875%, issue price 99.809%;• bonds issued in October 2020 with a nominal value of 750,000 thousand euros maturing October 21, 2028, coupon 1.625%, issue price
99.755%;
• bonds issued in April 2021 with a nominal value of 500,000 thousand euros maturing April 19, 2031, coupon 1.75%, issue price 99.059%;
• bonds issued in April 2025 with a nominal value of 750,000 thousand euros maturing April 1, 2030, coupon 3.75%, issue price 99.584%;
• Sustainability-Linked bonds issued in October 2025 with a nominal value of 850,000 thousand euros, with maturity on October 13, 2032, coupon 3.625%, issue price 99.11%;
• bonds issued in January 2026 (so-called TAP on the bond issued in April 2025) with a nominal value of 150,000 thousand euros, maturity April 1, 2030, coupon 3.75%, issue price 101.364%.
Other financial liabilities refer to liabilities with a significant financial component.
Lease liabilities refer to finance leases.
Current financial liabilities:
Amounts due to banks refer mainly to the repayment instalments of the EIB loan of a nominal amount originally equal to 298,000 euros, net of the related accruals and deferrals, and the utilization of the 45,000 thousand euros revolving credit facility and of 120,000 thousand euros in short-term uncommitted bank credit facilities;
Bonds refer to the accruals of the coupons of the Bonds and repayment of the Bond issued in July 2020 for a nominal value of 173,276 thousand euros with maturity on July 8, 2026;
Other financial liabilities refer to payables with a significant financial component;
Lease liabilities refer to finance leases.
70 Interim Management Report
“Covenants”, “negative pledges” and other contract clauses in effect at June 30, 2026 The loan agreements include some general pledges and covenants, both positive and negative, in line with market practice for loans of similar amounts and nature, which give the lending Banks the right to cancel the commitments undertaken and/or request the early repayment of the sums drawn by the Group.
The bonds issued by the Group and the bank loans do not contain financial covenants.
The EIB loan agreement in support of the Digital Infrastructure Development Project, granted for 298 million euros in August 2021 and November 2022, as well as the EIB loan agreement in support of the Digital Infrastructure Development II Project, granted for 350 million euros in February 2025, contain a rating loss clause under which, in certain circumstances, the bank is granted the right to request the provision of security in support of the loan agreement itself.
The same contracts also include a Change of Control clause to reflect the new shareholder structure, which allows the EIB, in certain circumstances, to request repayment of the loans.
With reference to the other bank loans and bonds, the Group is also required to notify a change of control, for which the cases and consequences – including the provision of guarantees or early repayment of the amount disbursed and cancellation of the commitment unless otherwise agreed – are specifically regulated in the individual agreements.
The other bank loans contain covenants providing for the mandatory immediate prepayment in the event of termination and/or amendment of the MSAs under the terms specified therein, should such termination and/ or amendment be reasonably likely to materially affect INWIT’s ability to fulfill its repayment obligations.
At June 30, 2026, no covenant, negative pledge clause or other clause relating to the above-described debt position had been breached or violated.
Note 16 – Net Financial Debt The following table shows the composition of the INWIT Group’s net financial debt at June 30, 2026 and December 31, 2025, determined in accordance with the “Guidance on Disclosure Requirements under the Prospectus Regulation” issued by the European Securities & Markets Authority (ESMA) on March 4, 2021 (ESMA32-382-1138) and implemented by CONSOB with Warning Notice No. 5/21 of April 29, 2021.
The table also includes the reconciliation of net financial debt calculated according to the aforementioned criteria established by ESMA with that calculated according to the criteria of the INWIT Group.
(thousands of euros) 06/30/2026 12/31/2025 A Cash - -
B Cash and cash equivalents 97,573 209,611 C Other current financial liabilities - -
D Liquidity (A + B + C) 97,573 209,611 E Current financial liabilities - -
F Current portion of non-current financial liabilities 505,685 414,154 G Current financial debt (E+F) 505,685 414,154 H Net current financial debt (G-D) 408,112 204,543 I Non-current Financial liabilities 2,052,897 2,070,975 J Bonds issued 2,987,004 2,833,669 K Trade payables and other non-current liabilities 5,829 6,396 L Non-current financial debt (I+J+K) 5,045,730 4,911,040 M Net Financial Debt as per ESMA recommendations (H+L) 5,453,842 5,115,583 Other loans and receivables and other non-current financial assets (14) (7,741) Other loans and receivables and other current financial assets (542) (1,938) INWIT Group Net Financial Debt 5,453,286 5,105,904 71 Interim Management Report
Note 17 – Trade payables, sundry payables and other liabilities (non-current and current) As of June 30, 2026, the item is composed as follows:
(thousands of euros) 12/31/2025of which IFRS 9 Financial InstrumentsChanges 06/30/2026of which IFRS 9
Financial Instruments
Other non-current liabilities 55,276 - (25) 55,251 -
Sundry non-current operating payables (2) - - (2) -
Total sundry payables and other non-current liabilities(a) 55,274 - (25) 55,249 -
Total trade payables (b) 271,418 271,418 (38,525) 232,893 232,893 Other current liabilities 32,804 - 5,415 38,219 -
Sundry current operating payables 24,474 - 279 24,753 -
Sundry current non-operating payables 41 - 1,465 1,506 -
Total sundry payables and other current liabilities(c) 57,319 - 7,159 64,478 -
Total trade and sundry payables and other current liabilities(b+c) 328,737 271,418 (31,366) 297,371 232,893 Total tax liabilities (d) 10,412 - (10,412) - -
Total (a+b+c+d) 394,423 271,418 (41,803) 352,620 232,893 The sundry payables and other non-current liabilities , amounting to 55,249 thousand euros, mainly relate to prepaid expenses on contracts receivable from customers.
Trade payables , amounting to 232,893 thousand euros, mainly relate to services rendered, electricity supplies, and lease payments for operating leases that do not fall within the scope of IFRS 16 (leases with a term under 12 months, surface rights, etc.). It should also be noted that the Group has entered into reverse factoring agreements whose terms do not alter the commercial nature of the payables.
Sundry payables and other current liabilities , amounting to 64,478 thousand euros, mainly relate to deferred income on active contracts with customers, tax payables, and payables to personnel.The carrying amount of trade and sundry payables and other current liabilities is considered a reasonable approximation of their respective fair value.
72 Interim Management Report
Revenue from TIM and Revenue from Fastweb mainly refer to services under the Master Service Agreements in place with the two Anchor customers.
The item Revenue from third parties , refers essentially to hospitality services offered by the Group to Italian mobile operators. Relationships with these operators are regulated by long-term commercial agreements.
The following is a breakdown of the composition of Revenue divided by service business area:
As regards the breakdown by geographical area, it should be noted that revenue are entirely generated in Italy. Note 18 – Revenue They amount to 531,097 thousand euros in total and are composed as follows:
(thousands of euros) 1st Half 2026 1st Half 2025
Revenue
Revenue from TIM 227,329 228,630 Revenue from Fastweb 242,373 246,174 Revenue from third parties 61,395 60,464 Total 531,097 535,268 (thousands of euros) 1st Half 2026 1st Half 2025
Revenue
Towers - Anchors 440,958 430,721 Towers – OLO & Others 54,687 60,635 Smart Infra - Das, Fiber, others 35,452 43,912 Total 531,097 535,268 73 Interim Management Report
The growth in the acquisition of goods and services mainly reflects the increase in costs for services rendered and various services.Note 19 – Purchases of materials and services They amount to 28,170 thousand euros in total and are detailed below:
(thousands of euros) 1st Half 2026 1st Half 2025 Purchases of materials and goods for resale (a) 245 339 Costs for services Maintenance 7,808 6,575 Professional services 2,336 2,955 Sundry service 12,228 10,381 (b) 22,372 19,911 Costs for use of third-party assets (c) 5,553 6,042 Total (a+b+c) 28,170 26,292 74 Interim Management Report 74 Interim Management Report
For further details, see the Notes “Intangible assets with a finite useful life”, “Property, plant and equipment” and “Right-
of-use assets”.
(Gains)/losses on disposals and impairment losses on non-current assets includes losses on disposal of right-of-use assets (1,835 thousand euros) and losses on the disposal of property, plant and equipment (1,522 thousand euros).Note 20 – Depreciation and amortisation, gains/losses on disposals and impairment of
non-current assets
Depreciation and amortisation, gains/losses on disposals and impairment losses on non-current assets amounted to 204,394 thousand euros, and are composed as follows:
(thousands of euros) 1st Half 2026 1st Half 2025 Amortisation of intangible assets with a finite useful life (a) 57,910 57,240 Depreciation of owned property, plant and equipment (b) 41,242 39,075 Depreciation of right-of-use assets (c) 101,885 99,644 (Gains)/losses on disposals and impairment losses on non-current assets(d) 3,357 6,147 Total (a+b+c+d) 204,394 202,106 75 Interim Management Report
(thousands of euros) 1st Half 2026 1st Half 2025
Financial income
Interest income on bank
deposits1,011 596
Other financial income - 2,304 Total 1,011 2,900Note 21 – Financial income and expense
Financial income
Finance income is broken down as follows:
Financial income amounts to 1,011 thousand euros and relates to interest income on bank deposits.(thousands of euros) 1st Half 2026 1st Half 2025 Interest expense and other financial expense Interest to banks 21,247 20,873 Finance expense for bonds 45,806 27,060 Interest expense for finance
leases15,151 15,272
Bank fees 1,725 1,864 Other financial expense 2,432 2,336 Total 86,361 67,405Finance expense Finance expense amounts to 86,361 thousand euros, broken down as follows:
Interest to banks refers to the interest paid during the period under the loan agreements described in Note 15 - Financial liabilities (non-current and current).
Finance expense for bonds refer to commissions, bond issue discounts and bond coupons for the period.
Interest expense for finance leases relate to finance leases following the application of IFRS 16.
Bank fees mainly refer to the fees paid on the 500 million euro ESG KPI-linked Revolving Credit Facility and to the surety fees.
The other financial expense chiefly refer to the adjustment of the provision for restoration costs.
76 Interim Management Report
Basic and diluted earnings per share1st Half 2026 1st Half
2025
Profit for the period (euros) 160,291,021 184,433,027 Average number of ordinary shares902,369,026 929,046,139 Basic and diluted earnings per share(euros) 0.18 0.20Note 22 - Profit for the Period and Earnings
per Share
The following table shows the calculation of the earnings per share:Commitments and guarantees With regard to guarantees issued by banks or insurance companies to owners of the land where the infrastructure is located, the Group has undertaken to reimburse all sums that for any reason whatsoever the bank or the insurance company were to bear due to failure to comply with contractual obligations, the Company waiving any objection or opposition, including any legal action.
In particular, we highlight the following:
the bank and insurance guarantees, amounting to 14.9 million euros and 1 million euros respectively, relate to guarantees provided by banks/insurance companies mainly for leases or concessions of the land on which the Group’s infrastructure is located;
the bank guarantees totalling 163.5 million euros relate to guarantees provided by banks to Infratel under the Italy 5G Plan called “Densification” for the Temporary Grouping of Enterprises composed of INWIT as mandated and TIM and Fastweb as principals; In this context, INWIT received specular bank counter-guarantees totalling 111.2 million euros.
Finally, the bank guarantees amounting to a total of 7.1 million euros refer to guarantees provided by banks to the Municipality of Roma Capitale under the Rome 5G tender;
the corporate guarantee provided in favour of the transferee bank of the VAT credit accrued by the subsidiary Smart City Roma is equal to 8.8 million euros.Note 24 – Related parties Related party transactions as at June 30, 2026 are attributable to the relationships maintained with TIM and Fastweb as well as with the Key Managers of INWIT S.p.A. (“Senior management”). It should be noted that TIM and Fastweb, already excluded from the scope of related parties pursuant to IAS 24 even if voluntarily subject to the rules on related party transactions, as at June 30, 2026 were qualified as Significant Customers.
In fact, the governance rules adopted by the Group ensure that all transactions with related parties are carried out in compliance with the criteria set forth in the CONSOB Regulation adopted with Resolution No.
17221 of March 12, 2010, as amended.
To this end, the Group has adopted a procedure governing related party transactions, which can be consulted at the following link “Policies and procedures – INWIT”, last updated on September 16, 2025.
It should be noted that, in the first three months of 2026, no transactions of major significance defined by the aforementioned CONSOB Regulations were carried out.
The tables summarising the balances of related party transactions in absolute amounts and as a percentage of the corresponding figures of the consolidated income statement, the consolidated statement of financial position and the consolidated statement of cash flows are shown below.Note 23 – Contingent liabilities, commitments and guarantees Main disputes and pending legal actions As of June 30, 2026, the INWIT Group is involved in 811 disputes, of which 8 are tax-related and 54 initiated by the Group in criminal proceedings through complaint.
There are 51 legal disputes with which a “probable” risk of losing the case has been associated based on the opinions of external lawyers supporting the Group in its defence as at June 30, 2026.
There is also an ongoing dispute with the Company’s anchor tenants, Fastweb S.p.A. and TIM S.p.A., arising from the termination notices of the Master Service Agreements (MSAs) with the Company, served by Fastweb S.p.A. on 25 March 2026 and by TIM S.p.A. on 29 March 2026.
In view of the progress of the aforementioned legal proceedings and based on the information available at the time of closing these Condensed Interim Consolidated Financial Statements at June 30, 2026, a total amount of 3,823 thousand euros has been accrued in the provision, which correctly reflects the outstanding contingent liabilities.
77 Interim Management Report
Items of the consolidated statement of financial position The effects of the transactions with related parties on the items of the statement of financial position at December 31, 2025 and June 30, 2026 are shown below:
Items of the consolidated statement of financial position as of 12/31/2025 Liabilities with Senior Management refer to amounts payable to key managers of the Parent.Items of the consolidated statement of financial position as of 06/30/2026 (thousands of euros)Total (a)Senior managementTotal related parties (b)% of the financial statement item
(b)/(a)
Trade and sundry payables and other current liabilities (297,371) (2,008) (2,008) 0.7%(thousands of euros)Total (a)Senior managementTotal related parties (b)% of the financial statement item
(b)/(a)
Trade and sundry payables and other current liabilities (328,737) (2,314) (2,314) 0.7% 78 Interim Management Report
Items of the consolidated income statement The effects of the transactions with related parties on the items of the consolidated income statement for the six months ended June 30, 2026, and for the corresponding period of the previous year, are the following:
Items of the consolidated income statement for the six months ended 06/30/2025 Personnel expenses for senior management refer to remuneration due to the Company’s key managers.Items of the consolidated income statement for the six months ended 06/30/2026 (thousands of euros)Total
(a)Senior
managementTotal related
parties
(b)% of the financial
statement item
(b)/(a)
Personnel expenses (15,648) (1,243) (1,243) 7.9%(thousands of euros)Total
(a)Senior
managementTotal related
parties
(b)% of the financial
statement item
(b)/(a)
Personnel expenses (12,524) (1,188) (1,118) 9.5% 79 Interim Management Report
Items of the statement of cash flows The effects of the transactions with related parties on the items of the statement of cash flows for the six months ended June 30, 2026, and for the corresponding period of the previous year, are the following:
Items of the consolidated statement of cash flows for the six motnhs ended 06/30/2025 Items of the consolidated statement of cash flows for the six motnhs ended 06/30/2026 (thousands of euros)Total
(a)Senior
managementTotal related
parties
(b)% of the financial
statement item
(b)/(a)
Operating activities:
Net change in sundry receivables/ payables and other assets/liabilities(8,852) (312) (312) 3.5% (thousands of euros)Total
(a)Senior
managementTotal related
parties
(b)% of the financial
statement item
(b)/(a)
Operating activities:
Net change in sundry receivables/ payables and other assets/liabilities30,177 (306) (306) 1.0% 80 Interim Management Report
Remuneration of key managers The remuneration recorded on an accruals basis for Key Managers amounted to 1,243 thousand euros.
Short-term remuneration is paid during the year to which it refers and, in any case, within the six months following the end of the year (the entitlements related to the 2026 MBO will be paid in the second quarter of 2027).
The contributions paid in to defined contribution plans (Assidim/Fasi, Fontedir) on behalf of Key Managers amounted to 37 thousand euros.
The Company’s “key managers”, that is, those who have the power and responsibility to plan, manage, and control, directly or indirectly, the Company’s activities, including the directors, are identified as follows:
Note 25 – Significant non-recurring events and transactions Pursuant to Consob Communication no. DEM/6064293 of July 28, 2006, it should be noted that no significant non-
recurring events and transactions occurred during the period.
Note 26 – Positions or transactions resulting from atypical and/or unusual operations Pursuant to Consob Communication no. DEM/6064293 of July 28, 2006, no atypical and/or unusual transactions, as defined by the above Communication, were carried out during the period.INWIT SPA
Managers
Diego Galli General Manager Lucio Golinelli Sales Director Andrea Mondo Technology & Operations Director Emilia Trudu Administration Finance and Control Director Note 27 - Events after the end of the
reporting period
On July 8, 2026 INWIT fully redeemed the bond with a residual nominal amount of 173.3 million euros, issued in July 2020 for the nominal amount of 1 billion euros.
On July 27, 2026 and J uly 28, 2026 , following the rejection by the Court of Milan of the request of interim measures filed by the Company as a matter of urgency, pursuant to Article 700 of the Italian Code of Civil Procedure, against Tim S.p.A. and Fastweb S.p.A., the Company started two distinct appeals proceeding against the Court of Milan’s ruling.
81 Interim Management Report
82
Interim Management ReportCERTIFICATION OF THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS ABBREVIATED PURSUANT TO ARTICLE 81-TER
OF THE CONSOB REGULATION NO. 11971 OF MAY 14, 1999 AS AMENDED
IInnffrraassttrruuttttuurree WWiirreelleessss IIttaalliiaannee SS..pp..AA..
Sede legale: Milano, Largo Donegani , 2 – 20121 Milano Tel. +39 02 54106032 – Fax +39 02 55196874
adminpec@inwit.telecompost.it
Codice Fiscale, Partita IVA e iscrizione al Registro delle Imprese di Milano 08936640963 Numero REA MI 2057238 Capitale Sociale € 600.000.000,00
CERTIFICATION OF THE HALF- YEAR CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS AT JUNE 30, 202 6 PURSUANT TO ARTICLE 81 -TER
OF THE CONSOB REGULATION 11971 DATED MAY 14, 1999, WITH
AMENDMENTS AND ADDITIONS
1. We, the undersigned, Diego Galli, as General Manager , and Emilia Trudu , as Manager responsible for preparing Infrastrutture Wireless Italiane S.p.A. financial reports, certify, having also considered the provisions of art. 154 -bis, paragraphs 3 and 4, of Legislative Decree 58 of February 24, 1998:
the adequacy in relation to the characteristics of the company and the effective application of the administrative and accounting procedures used in the preparation of the half -year condensed consolidated financial statements for the period January 1 – June 30, 2026 .
2. The administrative and accounting procedures adopted in preparation of the half -year condensed consolidated financial statements at June 30, 2026 were drawn up, and their adequacy assessed, on the basis of the regulations and methods adopted by Infrastrutture Wireless Italiane S.p.A in accordance with the Internal Control –Integrated Framework model issued by the Committee of Sponsoring Organizations of the Treadway Commission. This Commission has established a body of general principles providing a standard for internal control and risk management systems that is generally accepted at international level .
3. The undersigned also certify that:
3.1 the half -year condensed consolidated financial statements at June 30, 2026 :
are prepared in conformity with international accounting principles adopted by the European Union pursuant to EC regulation 1606/2002 of the European Parliament and Council of July 19, 2002 (International Financial Reporting Standards – IFRS) as well as th e legislative and prescribed provisions in force in Italy also with reference to the measures enacted for the implementation of art. 9 of Legislative Decree 38 of February 28, 2005;
correspond to the results of the accounting records and entries;
provide a true and fair view of the financial condition, the results of operations and the cash flows of the Company;
3.2 the report includes a reliable analysis of the operating performance and income and financial situation of the issuer, along with the description of the main risks and uncertainties to which it is exposed.
July 28, 2026
The General Manager The Manager responsible for preparing the Company’s Financial Reports
_______/signed/__________ ________/signed/__________
( Diego galli) ( Emilia Trudu )
82 Interim Management Report
83
Interim Management ReportLIMITED AUDIT REPORT ON THE CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS ABBREVIATED
KPMG S.p.A.
Revisione e organizzazione contabile Via Giovanni Battista Pirelli, 38
20124 MILANO MI
Telefono +39 02 6763.1 Email it -fmauditaly@kpmg.it
PEC kpmgspa@pec.kpmg.it
Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona Società per azioni
Capitale sociale
Euro 10.415.500,00 i.v.
Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Giovanni Battista Pirelli, 38 20124 Milano MI ITALIA
KPMG S.p.A.
è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.
(This independent auditors’ report has been translated into English solely for the convenience of international readers. Accordingly, only the original Italian version is authoritative) Report on review of condensed interim consolidated financial
statements
To the Shareholders of Infrastrutture Wireless Italiane S.p.A.
Introduction
We have reviewed the accompanying condensed interim consolidated financial statements of the Infrastrutture Wireless Italiane Group comprising the consolidated statement of financial position, consolidated income statement and consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and notes thereto, as at and for the six months ended 30 June 2026 . The parent’s directors are responsible for the preparation of these condensed interim consolidated financial statements in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union. Our responsibility is to express a conclusion on these condensed interim consolidated financial statements based on our review.
Scope of Review We conducted our review in accordance with Consob (the Italian Commission for Listed Companies and the Stock Exchange) guidelines set out in Consob resolution no. 10867 dated 31 July 1997. A review of condensed interim consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed interim consolidated financial statements.
2
Infrastrutture Wireless Italiane Group Report on review of condensed interim consolidated financial statements 30 June 2026
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed interim consolidated financial statements of the Infrastrutture Wireless Italiane Group as at and for the six months ended 30 June 2026 have not been prepared, in all material respects, in accordance with the IFRS Accounting Standard applicable to interim financial reporting (IAS 34) as issued by the International Accounting Standards Board and endorsed by the European Union.
Milan, 29 July 2026 KPMG S.p.A.
(signed on the original)
Marianna Gentile
Director of Audit
84 Interim Management Report
INFRASTRUTTURE WIRELESS ITALIANE S.P.A.
Registered office
Largo Donegani, 2 - 20121 Milan
email: contatti@inwit.it
Headquarter
Piazza Trento, 10 - 00198 Rome
A Digital Infrastructure Company