A Digital Infrastructure Company
HALF-YEAR FINANCIAL REPORT AS AT JUNE 30, 2025
INWIT, behind your connectivity.
A Digital Infrastructure Company
HALF-YEAR FINANCIAL REPORT AS AT JUNE 30, 2025
This document has been translated into English for the convenience of the readers.
In the event of discrepancy, the Italian language version prevails
CONTENTS
INTERIM MANAGEMENT REPORT AS OF JUNE 30, 2025 8
Corporate information and corporate bodies 10
Company profile 13
Highlights at June 30, 2025 24
Management performance and events 25
Operating, capital and financial performance 29
Events after June 30, 2025 38
Positions or transactions arising from atypical and/or unusual transactions 38
Significant non-recurring events and transactions 38
Business outlook for the year 2025 38
Main risks and uncertainties 39
Internal control and risk management system 44
Related party transactions 48
Alternative performance indicators 48
CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AS AT JUNE 30, 2025 50
Contents 52
Consolidated statements of financial position 53
Consolidated Income Statement 55
Consolidated Statements of Comprehensive Income 56
Consolidated Statements of Changes in Equity 57
Consolidated statements of cash flows 58
Notes to the Condensed Consolidated Financial Statements as at June 30, 2025 60
Certification of the Consolidated Financial Statements pursuant to Article 81-ter
of the Consob Regulation no. 11971 of May 14, 1999 as amended 92
Limited audit report on the condensed consolidated half-year financial statements 93
Infrastrutture Wireless Italiane S.p.A.'s (hereinafter "INWIT") Half-Year Financial Report as of June 30, 2025 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 accounting 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 Half-Year Financial Report as at June 30, 2025 includes:
the Interim Management Report;
the condensed consolidated half-year financial statements of Infrastrutture Wireless Italiane S.p.A. as of June 30, 2025;
In addition to the conventional financial indicators required by IFRS, INWIT uses certain alternative performance indicators to enable a better assessment of its operating performance and financial position. 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 "Outlook for the year 2025" contains forward-looking statements regarding management's intentions, beliefs, or current expectations regarding 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.
01REPORT ON OPERATIONS
INTERIM MANAGEMENT REPORT AS OF JUNE 30, 2025
CORPORATE INFORMATION AND CORPORATE BODIES
CORPORATE DATA OF THE PARENT COMPANY
COMPANY NAME
Infrastrutture Wireless Italiane S.p.A.
SHARE CAPITAL
600,000,000 euros
REGISTERED OFFICE
Largo Donegani 2, 20121 Milano
TAX CODE, VAT NO. AND MILAN COMPANY REGISTER NO.
08936640963
WEBSITE
https://www.Inwit.it
BOARD OF DIRECTORS
The shareholders' meeting held on April 15, 2025 appointed the new Board of Directors, which will remain in office until the approval of the financial statements for the year ending December 31, 2027.
The new Board of Directors consists of 13 Directors:
CHAIRMAN | ||||||||||||
DEPUTY CHAIRMAN | ||||||||||||
DIRECTORS | Stefania Bariatti Antonella Odero Ambriola (Independent) (**) (Independent) (**) Carlo Bozzoli Vania Petrella (Independent) (**) (Independent) (**) (Independent) (**) Quentin Le Cloarec (Independent) (*) Barbara Tadolini (Independent) (**) Francesco Valsecchi (Independent) (**) Rosario Mazza | |||||||||||
SECRETARY |
(*) Independent within the meaning of the Consolidated Finance Act (TUF). (**) Independent under both the TUF and the Corporate Governance Code.
On April 17, 2025, the Board of Directors appointed Oscar Cicchetti as Chairman of the Board of Directors, assigning him legal representation and institutional relations, as well as managing relations on behalf of the Board with the Head of the Audit Function. It also appointed Director Paola Bonomo as Deputy Chairman, attributing to her the legal representation of the Company, in case of absence or impediment of the Chairman.
On the same date, the Board of Directors confirmed Diego Galli as General Manager of INWIT.
The General Manager is vested with responsibility for the ordinary management and overall governance of the company and all powers necessary to perform the acts pertaining to the ordinary business in its various expressions, with the exception of the powers reserved to the Board of Directors by law or the Articles of Association.
At its meeting on April 28, 2025, the Board of Directors appointed the following Board Committees:
Related Parties Committee: Francesco Valsecchi (Chairman), Stefania Bariatti, Vania Petrella.
Audit and Risk Committee: Stefania Bariatti (Chairman), Paola Bonomo, Carlo Bozzoli, Nicolas Mahler, Barbara Tadolini.
Sustainability Committee: Giulia Staderini (Chairman) Antonella Ambriola, Barbara Tadolini.
Strategy Committee: Oscar Cicchetti (Chairman), Antonella Ambriola, Christian Hillabrant, Nicolas Mahler, Rosario Mazza.
On the same date, the Board of Directors confirmed Director Francesco Valsecchi as Lead Independent Director.
Supervisory Body: (hereinafter "SB"): In accordance with Article 6 of Legislative Decree 231/01, effective May 5, 2020, the Company has entrusted the task of monitoring the functioning and compliance with Model 231 and ensuring its updating to a specific Supervisory Body. The current Supervisory Body was appointed by the Board of Directors on May 22, 2023 and will remain in office for three years; consists of 3 members, 2 external members (Eleonora Montani, Chairman and Romina Guglielmetti) and one internal member in the person of INWIT's Internal Audit Director (Alessandro Pirovano).
BOARD 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 as of December 31, 2026.
The Company's Board of Statutory Auditors as of June 30, 2025 is composed as follows:
CHAIRMAN | |||
STANDING AUDITORS | |||
ALTERNATE AUDITORS |
INDEPENDENT AUDITOR
The Shareholders' Meeting held on April 23, 2024, appointed KPMG S.p.A. to audit the accounts for the nine-year period 2024 - 2032.
FINANCIAL REPORTING OFFICER
At its meeting of April 17, 2025, the Board of Directors, after obtaining the favorable 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.
COMPANY PROFILE
THE CORE BUSINESS OF INWIT
Today, INWIT is one of Italy's leading Digital Infrastructure Companies. A leader in passive infrastructure for mobile telecommunications, it has strong industrial and technical capabilities, a large investment capacity and a solid financial structure. With major shareholders all over the world, it is listed on the FTSE MIB, the main index of the Italian Stock Exchange, which includes the top 40 companies in terms of capitalisation and liquidity on Euronext Milan and Euronext MIV Milan.
In terms of ratings, a summary opinion of a company's creditworthiness provided by independent international agencies, the Company is rated BB+ and BBB- by Standard and Poor's and Fitch Ratings, respectively, with a stable outlook from both agencies.
The company builds and manages digital and shared infrastructure elements that host, using a neutral host logic, the radio equipment of its customers, in particular the major players in the mobile, 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 infrastructure (towers, poles, masts, related technology systems and, in some cases, fibre and land), smart infrastructure (DAS antennas, small cells, repeaters) and real estate infrastructure (land).
INWIT's tower infrastructure network consists of over 25 thousand towers, distributed throughout the country, with a density of one tower every 3 km. Overall, the network hosts around 60 thousand hosting contracts (points of presence, or PoPs), for a tenancy ratio of 2.36 guests per site, the highest in Italy and among the highest in Europe.
INWIT's smart infrastructure complements and supports the tower infrastructure, providing network coverage and capacity with around 11 thousand remote units, DAS, small cells and repeaters that offer coverage to over 680 indoor and outdoor locations and over 1,000 km of road and highway tunnels.
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, Smart Rural and Smart Transportation.
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 players, Tim and Vodafone (the latter now part of the operator Fastweb + Vodafone). With a highly integrated approach and deep industry expertise, INWIT continues to invest in expanding and optimising its network, responding to growing demand for mobile data and coverage needs, and supporting 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.
THE 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.
THE MAIN MILESTONES IN INWIT'S HISTORY
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.
1 2015
INWIT IS BORN
Creation and listing of Infrastrutture Wireless Italiane S.p.A. Tower Operator Neutral Host.
5 2021
PURCHASE OF DAS
INSTALLATIONS
to cover 1,000 km of road and motorway tunnels.
FIRST FINANCING WITH
THE EIB AND SUSTAINABILITY
-LINKED TERM LOAN
8 2024
MORE THAN ONE BILLION
EUROS IN REVENUES
SMART CITY ROME
PROJECT: public-private partnership with Roma Capitale.
TENANCY RATIO 2.32
In recent years, INWIT has continued to invest in developing its infrastructure. On the Tower Infrastructure front, the pool of towers has expanded from 22 thousand to over 25 thousand sites, in particular due to the new sites provided for by the MSA contract with Tim and Vodafone and the NRRP Italia 5G programme. In 2024 alone, INWIT added more than 900 new towers to its asset base. Hosting, points of presence, grew at an even faster rate, exceeding 59 thousand, contributing to a continuous growth of the tenancy ratio, which stands at over 2.36x customers per tower. INWIT also carried out a strong renegotiation and land acquisition program, completing over 1,500 transactions on average per year, benefiting operating efficiency.
At the same time, the company gave a strong impetus to the development of a Smart Infra network to
2 2018
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.
6 2022
NRRP "ITALIA 5G PLAN"
to reduce the digital divide.
ESG INDECES
Inclusion in FTSE4Good.
OVER 900 NEW SITES
Including more than 200 in digital divide areas.
OVER 600 DAS LOCATIONS
FOR INDOOR COVERAGE
over 130 hospitals, 10 museums and more than 20 transport infrastructures across airports, subways and stations.
support its Tower Infra network, which now numbers over 680 locations throughout Italy with dedicated network coverage. These include, for example, over 130 hospitals, 10 museums, and more than 20 transport facilities, including airports, subways, and stations. In 2024, the commitment to developing digital infrastructure intensified further with the launch of a strategic partnership with Fiera Milano for the integrated management of passive telecommunications infrastructure, aimed at turning the Rho and Milan exhibition centers into true "Smart Cities". In addition to the agreement signed with A2A Smart City for the installation of small cell 5G on a potential of 1,000 light poles in the municipality of Milan; as well as DAS coverage within Termini Station, which became the first major Italian 5G station. Furthermore, in 2024, INWIT completed the digital infrastructure on the entire Blue Line - M4 in Milan, the first subway line entirely
3 2019
PARTNERSHIP
WITH VODAFONE
Thanks to partnership with Vodafone, Italy's largest tower operator is born.
7 2023
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
ESG CERTIFICATIONS
ISO 14001 Environmental Management System and ISO 45001 Health and Safety Management System.
CLIMATE TRANSITION PLAN +
CDP CLIMATE CHANGE SCORE A
SUSTAINABILITY-LINKED FINANCING FRAMEWORK + INCLUSION IN MIB ESG INDEX
covered by 5G in Italy and among the first in Europe.
Also 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. 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, squares and streets). The goal is to offer the best connectivity and security to 3 million residents and over 15 million tourists, which will grow further as a result of the Jubilee.
4 2020
MERGER OF INWIT
AND VODAFONE TOWERS
The merger generates a significant transformation of the Company's size.
PROTOCOL WITH ANCI, INFRATEL AND DTD + PROTOCOL WITH UNCEM
to reduce the digital divide
and for the digital infrastructures of mountain communities.
M4 MILAN SUBWAY LINE
Construction of infrastructure for 5G coverage.
9 2025
INWIT'S GROWTH
CONTINUES
During the first quarter of 2025, the first nine Jubilee stations of the Metro A, covering 7 km of line, were built to facilitate indoor and outdoor connections for all mobile operators.
FTSE MIB AND STOXX® EUROPE 600
INWIT stock is included in the main Italian stock
index, the FTSE MIB, and the STOXX® Europe 600.
ESG CERTIFICATIONS
ISO 50001 Energy Management
System and UNI PdR 125 for Gender Equality and
Recertification ISO 9001 Quality Management System.
NET ZERO TARGET 2040
Target approved by the Science Based Initiative (SBTi).
WWF AND LEGAMBIENTE
PROJECTS
for environmental monitoring to protect biodiversity.
INWIT'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 to 5G mobile technology, which is still underway, with the associated need for network densification. We are faced with the need to improve coverage, both indoors and outdoors, to reduce the digital divide.
These trends have important implications for the digital infrastructure and tower sectors. In particular, to meet the densification requirements of 5G, a greater number of macro sites and points of presence (Tower Infrastructure) will be required to deliver performance, security and ease of use to the end user, anytime, anywhere. In addition, the transition to 5G is a key driver for the development of microgrids (Smart Infrastructure), 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.
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 (NRRP), 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 NRRP, 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 towards 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 is uniquely positioned to play a significant role in the development of digital infrastructure, supporting telecom operators and leveraging an investment plan of approximately 1.5 billion euros over the period 2025-2030.
The value chain of mobile telecommunications services includes:
Strong and sustainable growth thanks to the pillars of our Business Plan
The 2025-2030 Business Plan, approved in March 2025, foresees a path of continuous organic growth and margin expansion, supported by investments aimed at strengthening the company's infrastructure, in particular new towers, new DAS locations, the purchase of land and the launch of a project for the self-consumption of renewable energy.
Confirming the Company's growth path, the 2025-2030 Business Plan forecasts an increase in revenues for 2026 up to the range 1,135-1,165, with a profitability (EBITDAaL margin) of approximately 75% and cash generation (Recurring Free Cash Flow) in the range of 680-700 million euros. Subsequently, up until 2030, further revenue growth is expected, at an average annual rate of more than 4%, and an expansion of margins up to 78% (EBITDAaL margin) and Recurring Free Cash Flow in the range of 680-700 million euros; the performance of the RFCF reflects, in line with expectations, the expiry starting from 2027 of tax benefits linked to an efficiency plan for approximately 114 million euros per year, excluding which the Recurring Free Cash Flow would grow by approximately 5% on average per year in the period 2024-2030.
In line with INWIT's model of evolution from a tower company to a digital infrastructure company, the 2025-2030 Business Plan focuses on the following growth directions:
Towers - Rawland and Rooftop Towers
INFRA
ASSETS
Smart Infrastructure - DAS, IoT, Small Cells and Large Smart Projects Real Estate - Land and self-consumption of renewable energy
DIGITAL INFRASTRUCTURE GROWTH DRIVERS | ||||
Tower Infra | Smart Infra | Real Estate Infra | ||
New Towers Co Efficient rollout ation mmitted + Densific Colocation Optimise co-tenancy for Anchors & OLOs RAN as a Potential extension Service in the TLC value chain | DAS & Small Leadership in dedicated Cells coverage indoor and outdoor IoT pr Leveraging on the rk oprietary IoT netwo Large Enabler of Smart City & Projects Transportation projects Edge Data Potential extension Centers in the TLC value chain | Land Further Expand land ownership Start distributed Energy Self-consumption of solar energy | ||
Segmented Go to Market to be the natural 'partner of choice' in the market for digital infra projects
Customers
Multi 'factory' approach to drive efficient and reliable delivery
Operations
Key processes automation for efficiency and shorter time to market
Digital
INFRA
AS A SERVICE
Enablers
spaces, owned or leased, where infrastructure is located;
Deeper and broader skills for differentiation
People
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;
1
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).
INWIT has a clear positioning within the value chain, leveraging its assets (tower infrastructure, smart infrastructure and real estate infrastructure) 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).
HALF-YEAR FINANCIAL REPORT AS AT JUNE 30, 2025
The strategy for Towers aims to confirm INWIT's leadership as the main Italian tower company, through the roll out of around 1,500 new sites by 2026 and 3,500 new sites by 2030. Drivers of the roll out plan will be the MSA sites with Tim and Fastweb + Vodafone and the Italia 5G - NRRP plan. From 2027, it is also expected to develop sites related to densification needs, necessitated by increasing data consumption. This will be accompanied by a strengthened focus on co-location, aiming to further increase the current record value of 2.36 guests per site rising to 2.4 in 2026 and 2.6 in 2030, serving Mobile, FWA and IoT customers.
OUR BUSINESS MODEL
OUR MISSION
We implement and manage shared and digital wireless infrastructures which enables the operators and the technologies to connect peoples and goods, always and everywhere, for the benefit of our community.
OUR BUSINESS MODEL
People
Digital
Sustainability
In the Smart Infrastructure sector, INWIT aims to consolidate its leadership in the creation of dedicated coverage for DAS indoor locations, expanding its customer base in both the public and private sectors, with a focus on large-scale distribution, hosting, industry, large-scale real estate projects and healthcare facilities. The plan pays particular attention to the large Smart City and Smart Transportation projects (especially in ports, airports, stations, subways, roads and highways) that will transform the way we live and use services in our cities. 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. The Industrial Plan is based on INWIT's recent positive track record in projects such as Fiera Milano, Roma 5G and the coverage of important underground lines and railway stations.
FINANCIAL CAPITAL
Financial resources
BUSINESS MODEL
INFRASTRUCTURE CAPITAL
Infrastructure and real estate
Technologies (e.g. 5G)
Technology assets
Business and technological know-how
INPUT
SOCIAL AND RELATIONAL CAPITAL
Relationships with:
Sales Partners
Local communities
Universities and research centers
HUMAN CAPITAL
Employees
Collaborators
NATURAL CAPITAL
Energy consumption
Use of resources
Finally, the 2025-2030 plan provides for a greater focus on INWIT's real estate assets, along two main lines. In fact, a major land acquisition programme is planned which, by increasing the proportion of owned land to over 20% in 2026 and over 30% in 2030, contributing significantly to the containment of the company's rental costs and supporting the target of an EBITDAaL margin rising from the current 72% to 78% in 2030. Furthermore, INWIT is launching a new project for the widespread production and self-consumption of solar energy, leveraging its portfolio of towers and land and within the framework of existing MSAs with its customers. This is an investment of approximately 100 million euros in the period 2025-2027 with an expected impact on EBITDAaL of over 10 million euros starting from 2028.
INWIT's business is in line with one of the main business models of the circular economy, that of the product
High-density
venues
VR/AR
Remote
Wi- FiIndoor wireless connectivity for high density locations
Private networksTailored enterprise connectivity
Edge computingComputational power close to final
user
IoT5G Mobile macro-sites densification
Optic fiber Widespread deployment FWAultra-broadband in low density areas
DASDenser coverage
on high-footfalls
USECASESTransport
infrastructures
Industry automation
Smart
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, to 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.
surgery
Smart grid
Smart City
Smart surveillance
Smart connected
devices
Small cellsMassive capacity and ultra low-latency
Drones BVLOS
agriculture
Smart roads and autonomous vehicles
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 ubiquity that allows INWIT's towers to be considered natural hubs for carrying out environmental and climate event monitoring as well. In addition, therefore, the Business Plan calls for the development of adjacent businesses to foster the development of smart cities. Among those with the highest potential in the medium to long term are IoT (Internet of Things) and hosting mini data 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 its industrial strategy, through which it aims to make the transition to
FINANCIAL CAPITAL
INFRASTRUCTURE CAPITAL
OUTPUT
SOCIAL AND RELATIONAL CAPITAL
HUMAN CAPITAL
NATURAL CAPITAL
a sustainable business model, considered an enabler for the Company's growth.
Capital fastness • Communication
infrastructure
Optic-fiber links of transmission sites
Service innovation
Innovative projects with local communities
Digitization projects on the territory
Skills growth
Well-being of employees and employees
Emissions
Waste production
Creating added value
Reducing the digital divide and increasing transmission capacity
OUTCOMES
Dissemination of new technologies (e.g. 5G)
Enterprise network development
Corporate identity and talent attraction
Occupational Health and Safety
Valorisation and integration of diversity
Development of the productivity of • Development of local communities • Reduction of environmental impacts
the territory
18
Greater social and digital inclusiveness
19
Half-year Financial Report as at June 30, 2025
19
INWIT 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 25 independent analysts from leading international financial institutions. More information on INWIT stock is available on the company's website https://www.inwit.it under "Investor Relations". The graph below shows the performance of the security over the period from January 1, 2022, to June 30, 2025, relative to a basket composed of Italian and European market indices and comparable companies.
HISTORICAL PERFORMANCE OF INWIT SHARES (SHARE PRICE INDEXED TO 100)
TOTAL SHAREHOLDER RETURN STOCK INWIT COMPARATOR TO OTHER TOWER COMPANIES (INDEXED AT 100)
SHARE CAPITAL OF INWIT
INWIT's share capital as of June 30, 2025 was composed of:
600mln €
Share capital
9,285mln €
Market capitalisation (on average prices from
Jan 1, 2025 to June 30, 2025)
931,890,010
Number of ordinary shares (no par value)
SHAREHOLDING STRUCTURE
The composition of INWIT's shareholder base as of June 30, 2025 is as follows:
In addition, the Shareholders' Meeting, upon proposal of the Board of Directors, approved the use of two additional shareholder remuneration instruments:
37.6%
30.9%
31.5%
HISTORICAL TREND ORDINARY DIVIDEND PER SHARE
Ordinary DPS € per share
Change YoY
0.30 0.32
6.7%
0.35 0.48 0.52
9.4% 37.1% 8.3%
480
452
333
288
310
€ mln
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).
TREASURY SHARES
As of June 30, 2025, INWIT held 10,553,029 treasury shares representing 1.132% of share capital, purchased since 2020 to service the incentive plans known as the Share Ownership Plan and the Long Term Incentive Plan 2023-2027, and the share buyback plan approved by the Shareholders' Meeting on April 15, 2025. The shares are deposited in a securities account held by INWIT 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 15, 2025, upon proposal of the Board of Directors, approved the payment of a dividend for the 2024 financial year, including the use of part of the available reserves, equal to 0.5156 euros per share.
The Industrial Plan envisages an improvement in shareholder remuneration, in line with the reduced level of financial leverage at the end of 2024 (4.8x in terms of the ratio between net debt and EBITDA, compared to a structural target range of 5x-6x and 5x-5.5x in the short term) and with INWIT's business model, based on long-term contracts and high visibility of cash flows.
The Industrial Plan provides for significant and growing shareholder remuneration through ordinary dividends. The dividend per share (DPS) is expected to grow by 7.5% per year until 2026 (expected payment in 2027), confirming the previous dividend policy. Subsequently, in line with the expected growth of the business, an extension of the dividend policy is expected until 2030, forecasting DPS with an average annual growth of at least 5% until 2030.
2021 2022 2023 2024
2025
HIGHLIGHTS AT
JUNE 30, 2025
MANAGEMENT PERFORMANCE AND EVENTS
OPERATING PERFORMANCE1
REVENUES
EBITDA NET PROFIT EBITDAaL
INVESTMENTS
MLN OF EUROS
535.3
490.0
184.6
MLN OF EUROS
390.6
MLN OF EUROS
147.9
MLN OF EUROS
MLN OF EUROS
compared to June 2024
+4.6%
+4.6%
+3.1%
Main indicators | unit of measurement | June 30, 2025 | June 30, 2024 | % Change |
Number of sites | in thousands | 25.3 | 24.5 | 3.3% |
Total hosting | in thousands | 59.5 | 56.2 | 5.9% |
of which with OLOs | in thousands | 16.1 | 14.4 | 11.5% |
Tenancy Ratio | ratio | 2.36x | 2.28x | 0.08x |
Remote Units SC/DAS | in thousands | 10.7 | 8.7 | 23.0% |
Real estate transactions | number | 820 | 830 | (1.2%) |
Total Revenues | € mln | 535.3 | 511.7 | 4.6% |
EBITDA | € mln | 490.0 | 468.6 | 4.6% |
EBITDA margin % | 91.6% | 91.6% | 0p.p. | |
EBIT | € mln | 288.2 | 278.3 | 3.5% |
EBT | € mln | 223.7 | 215.8 | 3.6% |
Profit for the period | € mln | 184.6 | 179.1 | 3.1% |
EBITDAaL | € mln | 390.6 | 370.1 | 5.5% |
EBITDAaL margin % | 73.0% | 72.3% | 0.6p.p. | |
Recurring Free Cash Flow | € mln | 316.0 | 309.0 | 2.3% |
Capex | € mln | 147.9 | 152.1 | (2.8%) |
Net Cash Flow | € mln | (420.6) | (450.4) | 6.6% |
Net Debt | € mln | 4,937.7 | 4,657.7 | 6.0% |
Net Debt/EBITDA | ratio | 5.0x | 5.0x | 0.1x |
compared to June 2024
+5.5%
compared to June 2024
-2.8%
compared to June 2024
compared to June 2024
NFP
LEVERAGE
RECURRING FREE CASH FLOW
MLN OF EUROS
4,937.7
316.0
5.0X
MLN OF EUROS
compared to June 2024
+6.0%
0.1
x
+2.3%
compared to June 2024
compared to June 2024
The results for the first half of 2025 confirm growth across all major indicators. The development of our infrastructure continues, with the expansion of the site park by 354 units, for an overall total of more than 25 thousand. New hosting contracted in the half, amounting to 1,457, reflects both continued demand from Anchor Customers (Tim and Fastweb + Vodafone) and growth in hosting from other Customers.
Rental cost optimisation activities continued during the period, with 820 transactions including renegotiations of lease agreements and land acquisitions.
Total revenues for the period amounted to 535.3 million euros, an increase of 23.5 million euros (+4.6%) compared to the same half of last year. The positive change can be attributed to the constant development of contracted hosting with all major customers, the increase in MSA fees due to the contractually agreed adjustment to the previous year's inflation rate, the sustained increase in Smart Infra revenues driven in particular by the new indoor covers and the growth in DAS hosting.
Percentage changes are calculated on point values and not on the rounded data in the table.
24
24 25
The increase in revenue and the containment of operating costs, which remained essentially stable as a percentage of revenues, contributed to the improvement in EBITDA, which grew by 4.6% compared to the first half of 2024, to 490.0 million euros (up by 21.4 million euros). At the same time, EBITDA growth combined with continued optimisation of rental costs resulted in a 5.5% increase in EBITDAaL compared to the same period in 2024, with a further improvement in the margin on revenue from 72.3% to 73.0%. Net profit for the period amounted to 184.6 million euros, an increase of 5.5 million euros compared to the first half of the previous year.
Recurring Free Cash Flow, at 316.0 million euros, improved by 7.0 million euros (+2.3%) compared to the first half of 2024, driven by the increase in EBITDA and lower tax paid, offset by the increase in outlays related to rents and financial expenses, as well as the negative change in net working capital.
Net cash generation showed a negative balance of 420.6 million euros against net industrial investments of
147.9 million euros, dividend payments of 477.8 million euros and the purchase of treasury shares of 107.8 million euros. The Group's net financial position amounted to 4,937.7 million euros, a change of 6.0% compared to the same period of the previous year, mainly due to the bond issue in April 2025. Financial leverage, represented by the Net Debt/EBITDA ratio is substantially stable compared to June 30, 2024, due to EBITDA growth.
MANAGEMENT EVENTS
The main management events since the beginning of the year involving Inwit can be summarised as follows:
On January 1, 2025, the merger by incorporation into INWIT of the wholly-owned subsidiaries 36 TOWERSS.r.l. and GIR TELECOMUNICAZIONI S.r.l. took effect, as per the deed signed on December 10, 2024.
On January 15, 2025, with reference to a writ of summons served on INWIT in 2022 for, among other things, alleged breaches of contract, the Parties signed a settlement agreement with compensation for costs, without acknowledging the respective claims brought before the court. It is also confirmed that, as of December 31, 2024, there were no provisions in the Risk and Litigation Fund for the aforementioned dispute, in line with the opinion of the external legal counsel assisting the Company in the proceedings.On January 29, 2025, INWIT announced that Antonio Corda, a non-executive and independent Director, had resigned from the office of Director for professional reasons. The resigning Director did not hold shares in the Company.On February 7, 2025, the Board of Directors of INWIT appointed Paolo Favaro, a non-executive and independent director, by co-option and in compliance with the provisions of Article 13.17 paragraph 1) of the Articles of Association, to replace the resigned Antonio Corda.On February 28, 2025, the European Investment Bank (EIB) and INWIT signed a 350 million euros agreement to develop digital telecommunications infrastructure and promote digitisation and connectivity in local areas, improving mobile coverage even in the most rural areas.On March 24, 2025, INWIT announced that it had launched a tender offer (the Tender Offer) to the holders of the bonds denominated "€1,000,000,000 1.875 per cent. Notes" maturing on July 8, 2026 (XS2200215213) and its intention to issue new fixed-rate bonds under its "€4,000,000,000 Euro Medium Term Note Programme" (the New Bonds). On April 2, 2025 INWIT announced the accepted amount of the Tender Offer of 300 million euros or 30% of the nominal amount. The nominal amount of the bonds remaining outstanding is 700 million euros.On March 25, 2025, INWIT announced that it had successfully completed a new bond issue for a total amount of 750 million euros, with investor demand approximately three times higher than the offer. The bonds, with a fixed-rate coupon of 3.75% and a duration of five years, are issued as part of INWIT's Euro Medium Term Notes Programme and are intended for institutional investors (the New Bonds).The New Bonds, issued on April 1, 2025 and listed on the regulated market of the Luxembourg Stock Exchange and Borsa Italiana, have the following characteristics:
Issuer: Infrastrutture Wireless Italiane S.p.A.
Amount: 750 million euros
Settlement date: April 1, 2025
Maturity: April 1, 2030
Coupon: 3.75% p.a. payable annually in arrears
Issue price: 99.584%
Yield: 3.843% corresponding to a yield of 137 basis points above the reference rate (mid swap).
The banks involved in the transaction are BNP Paribas, Mediobanca - Banca di Credito Finanziario S.p.A, Goldman Sachs International and UniCredit Bank GmbH as Active Bookrunners and BBVA, Bank of America, Credit Agricole CIB and IMI - Intesa Sanpaolo as Other Bookrunners..
On April 15, 2025, INWIT's Shareholders' Meeting approved the 2024 consolidated financial statements, which closed with a net profit of 353.8 million euros. The Shareholders' Meeting also approved the distribution of a dividend for the 2024 financial year of 0.5156 euros (gross of applicable withholding taxes) for each ordinary share outstanding on the ex-dividend date, excluding treasury shares held in the portfolio.
The dividend was paid from May 21, 2025, with ex-dividend date on May 19, 2025 (in accordance with the calendar of the Italian Stock Exchange) and record date (i.e., the date of entitlement to the payment of the dividend itself pursuant to Article 83-terdecies of the TUF) on May 20, 2025. The total value of the dividend recognised was 480,288,534 euros.
The Shareholders' Meeting also approved the proposal to pay an extraordinary dividend, in November 2025, in the amount of 0.2147 euros per share, for a maximum amount of 200,076,785.15 euros, from the Company's distributable reserves, it being understood that, in the event of a change in the number of treasury shares held in portfolio on the ex-dividend date, the value of the dividend per share will remain unchanged, with a consequent change in the total amount distributed. The distribution of an extraordinary dividend meets the objective of providing an additional monetary benefit to shareholders. The dividend will be paid on November 26, 2025 (ex-dividend date November 24, 2025 and record date November 25, 2025). The extraordinary dividend is to be regarded entirely as such from a stock exchange point of view, as it is an exceptional and non-recurring distribution.
The Shareholders' Meeting also authorised for a period of 18 months the purchase of treasury shares for a maximum amount of 400 million euros, in compliance with current EU and national regulations and accepted market practices recognised by Consob. INWIT's Shareholders' Meeting also authorised their disposition without time limits.
The repurchased shares may be used for cancellation (without reducing the share capital), for allocation to serve long-term incentive plans (LTI) or for other uses permitted by law.
Per la determinazione dell'EBITDA si rinvia a quanto indicato nel paragrafo "Indicatori alternativi di performance".
In addition, the Shareholders' Meeting, upon the reasoned proposal of the Board of Statutory Auditors pursuant to Article 13, paragraph 1, of Legislative Decree no. 39/2010, approved the integration of the fee inherent to the engagement of KPMG S.p.A. for the legal audit for the year 2024, in consideration of the activities carried out for the limited audit of the half-year financial statements as at June 30, 2024 following the increase in the Company's scope of operations and, for the years from 2024 to 2032 for the activities to verify the compliance of the consolidated financial statements with the provisions of the European Single Electronic Format (ESEF) Regulation.
Finally, the INWIT Shareholders' Meeting appointed the Board of Directors, which will remain in office for the three-year period 2025-2027, until the approval of the annual financial statements as of December 31, 2027.
More details in the section "Corporate Information and Corporate Bodies".
On April 17, 2025, INWIT's Board of Directors appointed Oscar Cicchetti as Chairman of the Board of Directors, assigning him legal representative and institutional relations, as well as managing relations on behalf of the Board with the Head of the Audit Function. It also appointed Director Paola Bonomo as Deputy Chairman, attributing to her the legal representation of the Company, in case of absence or impediment of the Chairman.The Board of Directors also confirmed Diego Galli as General Manager of INWIT, with powers relating to the overall governance of the company and its day-to-day management in all its various forms, without prejudice to the powers reserved to the Board of Directors by law or the Articles of Association.
Lastly, the Board of Directors appointed Emilia Trudu as the Financial Reporting Officer pursuant to Article 154-bis of the Consolidated Law on Finance, subject to the favorable opinion of the Board of Statutory Auditors, and confirmed Salvatore Lo Giudice as Secretary of the Board of Directors.
Finally, the Board of Directors, following the authorisation granted by the Shareholders' Meeting on April 15, 2025 ("Shareholders' Meeting"), authorised the Chairman and the General Manager to purchase shares of the Company, in one or more tranches, up to a maximum of 400,000,000 euros and within the limit of 20% of the share capital, on the terms and conditions approved by the Shareholders' Meeting, granting the power to determine the maximum amount and the maximum number of shares that may be repurchased for each tranche, it being understood that the first tranche has been authorised up to a maximum of 300,000,000 euros and for a maximum of 139,783,502 shares and must be completed by December 31, 2025.
On April 22, 2025, INWIT announced the launch of the share buyback program and, as of June 30, 2025, the treasury shares purchased amounted to 10,525,937 for a value of 107.8 million euros.
OPERATING, CAPITAL AND FINANCIAL PERFORMANCE
CONSOLIDATED OPERATING PERFORMANCE3
Main Operating Values (€ mln)
1st Half 2025
1st Half 2024
% Change
absolute change
Total Revenues
535.3
511.7
4.6%
23.5
Material purchases and external services
(26.3)
(24.8)
-5.9%
(1.5)
Employee benefits expenses
(12.5)
(11.3)
-10.4%
(1.2)
Other operating expenses
(6.4)
(6.9)
7.8%
0.5
EBITDA
490.0
468.6
4.6%
21.4
Depreciation and amortisation, losses on disposals and impairment losses on non-current assets
(201.9)
(190.3)
-6.1%
(11.5)
EBIT
288.2
278.3
3.5%
9.9
Financial income/(expense)
(64.5)
(62.5)
-3.2%
(2.0)
EBT
223.7
215.8
3.6%
7.8
Income taxes
(39.1)
(36.8)
-6.3%
(2.3)
Profit for the period
184.6
179.1
3.1%
5.5
EBITDAaL
390.6
370.1
5.5%
20.5
MAIN ECONOMIC INDICATORS
Main Economic Indicators
1st Half 2025
1st Half 2024
% Change
absolute change
EBITDA margin
91.6%
91.6%
(0.0)pp
0.0
EBIT margin
53.8%
54.4%
(0.5)pp
(0.5)
Profit for the period/Total revenues
34.5%
35.0%
(0.5)pp
(0.5)
EBITDAaL margin
73.0%
72.3%
0.6pp
0.6
On April 28, 2025, INWIT's Board of Directors appointed the following internal committees, assigning them the duties required by applicable laws and regulations, including those contained in the Corporate Governance Code and the Principles of Self-Regulation adopted by the Company: Nomination and Remuneration Committee, Audit and Risk Committee, Related Parties Committee, Sustainability Committee and Strategy Committee.More details in the section "Corporate Information and Corporate Bodies".
The values shown reflect, for the first half of 2025, the consolidation of Smart City Roma S.p.A., which was acquired on October 30, 2024 with a 52.08% stake in the share capital.
Percentage changes are calculated on point values and not on the rounded data in the table.
REVENUES
Detail Total revenues (€ mln)
1st Half 2025
1st Half 2024
% Change
absolute change
Towers - Anchors
430.7
420.6
2.4%
10.1
Towers - OLO&Others
60.6
60.8
(0.3%)
(0.2)
Smart Infra - Das, Fiber, others
43.9
30.4
44.7%
13.6
Total
535.3
511.7
4.6%
23.5
As of June 30, 2025, the Group reported consolidated revenues of 535.3 million euros, an increase of 4.6% compared to 511.7 million euros in the same period of 2024.
The increase in consolidated revenues is mainly attributable to:
the growth in Tower Anchors revenues (+2.4%), which substantially benefited from the development of new hosting and higher MSA fees due to the contractual adjustment to the inflation rate recorded in the previous year;Tower revenues - Olo&Others (-0.3%) substantially in line with the same period of 2024;
the sustained increase in revenues for Smart Infra (+44.7%), driven in particular by new indoor coverage and growth in DAS hosting.
EBITDA4
The Group's EBITDA, up 4.6% compared to June 30, 2024, amounted to 490.0 million euros, with a ratio to revenues for the period of 91.6%, in line with the first half of 2024.
EBITDA for the period was affected by revenue growth:
purchases of materials and external services, amounting to 26.3 million euros, up compared to the same period in 2024 (24.8 million euros). The following are included in the item: 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 recorded compared to the same period of the 2024 financial year is mainly due to higher costs for radio base station leases of 1.1 million euros and higher costs for repeater and DAS equipment usage fees of 0.9 million euros, offset by a decrease in routine maintenance costs of 0.9 million euros (6.6 million euros in June 2025, 7.5 million euros in June 2024).Employee benefits expenses amounted to 12.5 million euros, up 10.4% compared to June 30, 2024. This increase reflects the strengthening of the workforce, partly offset by capitalisation of labor costs related to the commitment of internal resources on capitalizable projects and assets.Other operating costs amounted to 6.4 million euros, down 0.5 million euros, mainly due to lower MSA penalties.For the determination of EBITDA, please refer to the section "Alternative Performance Indicators".
EBIT
Group EBIT amounted to 288.2 million euros, up 3.5% compared to the first half of 2024. Depreciation and amortisation for the period amounted to 201.9 million euros, up 6.1% from 190.3 million euros in the previous half year.
Financial income/(expense)
The balance of financial income and expenses was negative 64.5 million euros, up 3.2% compared to the same period of the previous year, when the balance was negative 62.5 million euros. The increase is mainly attributable to the increase in financial debt following the new EIB loan and the issue of the new bond in April 2025, partially offset by the repurchase of the bond maturing in 2026.
Income taxes
Taxes for the period, which amounted to 39.1 million euros, increased compared to the previous half year (+2.3 million euros), mainly due to the higher 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.
Taxes for the period take advantage of a tax benefit related to the realignment of goodwill.
Net profit for the period
Net profit for the period was 184.6 million euros, up 3.1% from the previous half year. The growth in net profit resulted mainly from higher revenues partially absorbed by increased depreciation and capital losses and increased financial and tax expenses.
EBITDAaL
The ratio shows significant growth over the previous half year (+5.5%), also thanks to the steady progress implemented in optimising rental costs, despite the larger perimeter of the Group's infrastructure assets and the negative impact of inflation. EBITDAaL margin stood at 73.0% compared to 72.3% in the corresponding period of 2024.
CONSOLIDATED FINANCIAL PERFORMANCE5
Reclassified Balance Sheet (€ mln)
June 30,
2025
December 31,
2024
% Change
absolute change
Fixed assets
9,056.6
9,045.1
0.1%
11.5
Net working capital
5.9
(14.9)
139.5%
20.8
Provisions
(438.3)
(430.9)
(1.7%)
(7.4)
Net invested capital
8,624.3
8,599.3
0.3%
25.0
Equity
3,686.6
4,082.2
(9.7%)
(395.6)
Net Financial Debt
4,937.7
4,517.1
9.3%
420.6
Total coverage
8,624.3
8,599.3
0.3%
25.0
Fixed Assets, amounting to 9,056.6 million euros, are up compared to December 31, 2024 (9,045.1 million euros). The increase of 11.5 million euros is due to the following factors:
41.9 million increase in property, plant and equipment, generated by investments of 99.3 million euros, depreciation of (39.1) million euros, disposals of (3.8) million euros and other changes of (14.5) million euros;
decrease in intangible assets of (44.1) million euros due to the combined effect of investments of 12.5 million euros, amortisation of (57.0) million euros and other changes of 0.4 million euros;increase in goodwill of 2.2 million euros, resulting from the adjustment of the purchase price of theinvestment in Smart City Roma S.p.A. (0.6 million euros) and the allocation of the price deriving from the PPA relating to the acquisition of the business unit of TIM S.p.A. (1.6 million euros);
increase in user rights of 11.5 million euros, mainly due to investments of 36.1 million euros, net leaseincreases of 62.9 million euros, amortisation of (99.6) million euros and other changes of 12.1 million euros.
For more information on the details of investments for the period, see Notes 5, 6, 7, and 8 to the Condensed Consolidated Half-Year Financial Statements as of June 30, 2025.
Net working capital improved by 20.8 million euros in the first half of 2025, mainly due to the decrease in trade payables that occurred to a greater extent than the decrease in trade receivables.
Provisions amounted to 438.3 million euros, up from the values as at December 31, 2024 (430.9 million euros). The item includes: the provision for deferred taxes (148.7 million euros), the provision for restoration charges (283.1 million euros), the provision for legal disputes and commercial risks (3.8 million euros), the provision for employee benefits (2.3 million euros) and other provisions (0.4 million euros). The increase was mainly due to the provision for taxes for the period, which was recognised on an interim basis in the deferred tax provision, and to changes in the ARO provision.
For more information on changes in provisions for the period, see Note 13 to the Condensed Consolidated Half-Year Financial Statements as of June 30, 2025.
Equity amounted to 3,686.6 million euros down from the value as of December 31, 2024 (4,082.2 million euros), and consisted of:
(million euros)
12/31/2024
Changes in the period
06/30/2025
Equity attributable to owners of the Parent Company
4,076.6
(399.5)
3,677.1
Non-controlling interests
5.6
3.9
9.5
Total
4,082.2
(395.6)
3,686.6
For more details on the composition and changes in equity attributable to owners of the Parent, please refer to Note 11 of the Condensed Consolidated Half-Year Financial Statements as at June 30, 2025.
Net Financial Debt, including IFRS16 financial liabilities, amounted to 4,937.7 million euros, an increase of 9.3% (420.6 million euros) compared to December 31, 2024. This result is mainly attributable to the combined effect of the increase in bonds following the issue of the Bond in April 2025, partially offset by the repurchase of the bond maturing in 2026, a reduction in bank loans of 9.5 million euros, a decrease in finance lease liabilities of 31.5 million euros, a decrease in cash and cash equivalents of 5.2 million euros, and the portion of financial expenses at June 30, 2025, totaling 456.1 million euros.
The leverage represented by the Net Debt/EBITDA ratio6 of 5.0x is in line with the same period last year.
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 14 to the Condensed Consolidated Half-Year Financial Statements as of June 30, 2025.
Percentage changes are calculated on point values and not on the rounded data in the table. 6. For the determination of EBITDA, please refer to the section "Alternative Performance Indicators".
FINANCIAL PERFORMANCE
Net Financial Debt
The table below shows a summary of the INWIT Group's net financial debt as at June 30, 2025 and December 31, 2024, 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 (€ mln)
June 30,
2025
December 31,
2024
change
a) Cash
-
-
-
b) Cash and cash equivalents
110.0
115.1
(5.2)
c) Securities held for trading
-
-
-
d) Liquidity
(a+b+c)
110.0
115.1
(5.2)
e) Current financial receivables
-
-
-
f) Current financial payables
-
-
-
g) Current portion of financial payables (medium/long-term)
(196.6)
(561.8)
365.2
Of which:
- Financial payables due within 12 months
(76.0)
(417.3)
341.3
- Liabilities for financial leases due within 12 months
(120.6)
(144.4)
23.8
h) Bonds issued
(28.2)
(17.7)
(10.5)
i) Other current financial payables
-
-
-
j) Current financial debt
(f+g+h+i)
(224.8)
(579.4)
354.7
k) Net current financial debt
(j+d+e)
(114.8)
(464.3)
349.5
l) Financial payables (medium/long-term)
(2,139.7)
(1,815.6)
(324.1)
Of which:
- Financial payables due beyond 12 months
(1,327.3)
(995.5)
(331.8)
- Liabilities for financial leases due beyond 12 months
(812.4)
(820.1)
7.7
m) Bonds issued
(2,686.5)
(2,240.9)
(445.6)
n) Other non-current financial payables
(6.2)
(6.1)
(0.1)
o) Non-current financial debt
(l+m+n)
(4,832.4)
(4,062.6)
(769.8)
p) Net Financial Debt as per ESMA recommendations
(k+o)
(4,947.2)
(4,526.9)
(420.4)
Other financial receivables and current and non-current financial assets (*)
9.5
9.8
(0.3)
INWIT Net Financial Debt
(4,937.7)
(4,517.1)
(420.6)
INWIT Net Financial Debt - excluding IFRS 16
(4,004.7)
(3,552.5)
(452.2)
(*) This item mainly refers to loans disbursed to Group employees as of the dates indicated.
The Company's financial debt as at June 30, 2025 mainly consisted of:
Bank debt of 1,399.7 million euros, generated by the following loans:ESG KPI-linked term loan for a nominal amount of 500,000 thousand euros with bullet repayment and maturity in April 2027;
a loan from the EIB with a total nominal value of 298,000 thousand euros with amortising repayment beginning in February 2026 and maturing in August 2033;
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 200,000 thousand euros with bullet repayment and maturity in May 2026;
uncommitted bank lines in the amount of 41.8 million euros.
The bonds issued, net of the relevant accruals, relate to:bond loan originally issued in July 2020 with a nominal value of 1,000,000 thousand euros currently outstanding for a nominal value of 700,000 thousand euros maturing July 8, 2026;
the bond issued in October 2020 with a nominal value of 750,000 thousand euros maturing October 21, 2028;
the bond issued in April 2021 with a nominal value of 500,000 thousand euros maturing April 19, 2031;
the bond issued in April 2025 with a nominal value of 750,000 thousand euros maturing April 1, 2030.
The Company's financial structure at June 30, 2025 shows a percentage of debt at a fixed rate of about 82%, while the remaining 18% is at a variable rate.
Finally, it should be noted that the cash flow statement, prepared according to the configuration expressed as changes in cash and cash equivalents, is presented at the opening of the "Condensed Consolidated Half-Year Financial Statements as of June 30, 2025."
CASH FLOWS
Cash flows (€ mln) | 1st Half 2025 | 1st Half 2024 | change | |
EBITDA | 490.0 | 468.6 | 21.4 | |
Capital expenditure attributable to the company (*) | (147.9) | (153.6) | 5.7 | |
EBITDA - investments (industrial capex) | 342.1 | 315.0 | 27.1 | |
Change in net operating working capital: | (16.2) | (11.3) | (4.8) | |
Change in trade receivables | 11.0 | 0.4 | 10.6 | |
Change in trade payables (**) | (27.2) | (11.8) | (15.4) | |
Other changes in operating receivables/payables | (20.0) | (16.5) | (3.5) | |
Change in provisions for employee benefits | (0.1) | (0.1) | 0.0 | |
Change in operating provisions and Other changes | (1.6) | (3.7) | 2.0 | |
Free cash flow | a) | 304.2 | 283.3 | 20.9 |
% on EBITDA | 62.1% | 60.5% | 1.6pp | |
Financial income and expenses balance | (64.5) | (62.5) | (2.0) | |
Total income taxes for the year | (39.1) | (36.8) | (2.3) | |
Total Other P&L Items | b) | (103.6) | (99.2) | (4.3) |
Change in miscellaneous receivables and payables | 18.9 | 19.0 | (0.1) | |
Other non-monetary changes | 3.7 | 4.6 | (0.9) | |
Other changes in non-current assets (tang/intang/rights of use/part/securities) | (0.5) | (0.0) | (0.5) | |
Other causes of change in NFP | (64.3) | (76.7) | 12.4 | |
Total changes in receivables and payables and other assets/liabilities | c) | (42.2) | (53.2) | 11.0 |
NET CASH FLOW (before payment of dividends and purchase of treasury shares) on NFP (a+b+c) | d)= (a+b+c) | 158.4 | 130.9 | 27.5 |
Treasury shares acquired | (107.8) | (130.6) | 22.8 | |
Dividend payment | (477.8) | (450.7) | (27.1) | |
Capital increases/repayments | 6.5 | 0.0 | 6.5 | |
Total changes in Equity | e) | (579.0) | (581.3) | 2.3 |
NET CASH FLOW | (d+e) | (420.6) | (450.4) | 29.8 |
NET FINANCIAL DEBT AT THE BEGINNING OF THE YEAR | 4,517.1 | 4,207.3 | 309.8 | |
NET FINANCIAL DEBT AT THE END OF THE YEAR | 4,937.7 | 4,657.7 | 280.0 | |
CHANGE IN DEBT | (420.6) | (450.4) | 29.8 | |
(*) Net of consideration received from the sale of fixed assets. (**) Includes change in trade payables for investment activities.
Recurring Free Cash Flow7
Recurring Free Cash Flow as of June 30, 2025 stood at euros 316.0 million, an increase of 2.3% compared to the corresponding previous period.
A description of the affected items is given in the table below:
Recurring Free Cash Flow (€ mln) | 1st Half 2025 | 1st Half 2024 | change |
EBITDA | 490.0 | 468.6 | 4.6% |
recurring investments | (8.9) | (10.3) | 14.2% |
taxes paid | (19.5) | (30.4) | 35.7% |
change in net working capital (*) | 1.3 | 15.0 | -91.5% |
lease payment | (108.7) | (103.4) | -5.1% |
recurring financial expenses | (38.2) | (30.6) | -25.0% |
Recurring Free Cash Flow | 316.0 | 309.0 | 2.3% |
(*) excluding the change in liabilities for assets.
recurring investments consist of extraordinary maintenance carried out on operational infrastructure; the negative change of 13.8 million euros in Net Working Capital is mainly due to the impact of the overall change in receivables and payables (net of the change in asset payables);
lease payments made during the first half of 2025 amounted to 108.7 million euros;
recurring financial expenses, amounting to 38.2 million, relate to expenses incurred for bank fees and interest.
Percentage changes are calculated on point values and not on the rounded data in the table.
EVENTS AFTER JUNE 30, 2025
No significant events have occurred since the closing of the Condensed Consolidated Half-Year Financial Statements as of June 30, 2025.
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 transactions, as defined by the Communication, were conducted in the first six months of 2025.
SIGNIFICANT NON-RECURRING EVENTS AND TRANSACTIONS
Pursuant to Consob Communication no. DEM/6064293 of July 28, 2006, regarding the impact of non-recurring events and transactions on INWIT's economic, financial and equity results, it is noted that no significant events were found in the six months under review.
BUSINESS OUTLOOK FOR THE YEAR 20258
INWIT is a leading digital infrastructure company and the leading Italian tower company. With a network of about 25 thousand towers (macro grid) and over 680 DAS coverage areas for active indoor locations (Distributed Antenna Systems), as well as around 11 thousand remote units (DAS, repeaters and small cell - micro grid), INWIT enables widespread and integrated national coverage of the country to support connectivity, with a "tower as a service" business model to support all mobile, FWA and IoT operators.
The macroeconomic, technological and market scenario for the Tower Companies sector is characterised by positive structural trends, such as the growing use of mobile data, the technological transition to 5G, the need to complete and densify the coverage of regions, also contributing to the reduction of the digital divide, through significant investments in infrastructure and digital technologies.
In the short term, growing demand for connectivity is expected, together with limited inflation growth and the persistence of difficulties in the Italian telecommunications market, including high competition and limited cash generation, with a consequent impact on the investment trend. At the same time, however, there is a strong dynamic in terms of significant extraordinary industrial operations, with the potential to restore a healthier market equilibrium and a greater capacity for investment in digital infrastructure by operators. INWIT's business model, based on long-term hosting contracts and indexing to inflation, is a protective and supportive element in this context.
IINWIT's 2025-2030 Business Plan foresees a continuous expansion of the main industrial, economic and financial indicators, supported by a significant investment plan aimed at intercepting the demand for digital infrastructures and the completion of a significant efficiency plan through the acquisition of land.
With regard to the outlook for 2025, the following are expected: Revenue growth in the range of 1,070-1,090 million euros; EBITDA margin exceeding 91%;
EBITDAaL margin over 73%, up from 2024;
Recurring Free Cash Flow up in the range of 630-640 million euros; Dividend per share up 7.5% in line with the dividend policy; Leverage equal to 4.7x.
The financial metrics mentioned above do not include the impact of the 400 million euros share buyback plan and the 200 million euros extraordinary dividend approved by the Board of Directors on March 4, 2025, and by the Shareholders' Meeting on April 15, 2025.
MAIN RISKS AND UNCERTAINTIES
The outlook for FY2025 could be affected by risks and uncertainties dependent on multiple factors. The following are the main risks concerning the Company'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 arising from specific aspects of the industry in which INWIT operates; asset management and infrastructure implementation;
the Company's business objectives;
compliance with the relevant legal and regulatory framework and sustainability issues; other risks.
Risks related to global economic conditions and arising from specific aspects of the industry in which INWIT operates
In this context, the following risks related to global and sectoral economic conditions have been identified:
Inflation
The Company has inflation-indexed agreements and, in particular, the MSAs are 100% inflation-linked, with no cap and a zero floor. However, there may be an indirect impact of inflation on INWIT's customers in relation to a more reduced investment capacity on further development plans. Inflation also impacts the company's operating costs, investments and financial leases.
Geopolitical context
It 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 relations between states, with impacts on rising raw material costs, import strategies and potential supply delays. In particular, recent US trade policies, although having a limited direct impact on the Company's procurement, could lead to imbalances in the global macroeconomic environment with potential indirect effects on customers and suppliers.
It should be noted that the section "Outlook for the year 2025" contains forward-looking statements regarding the Company's intentions, beliefs, or current expectations regarding 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.
Interest rates
This risk is related to unfavourable fluctuations in interest rates, with impacts on the cost of debt and on the expenditure incurred for borrowing expenses. In this regard, it should be noted that as of June 30, 2025, 82% of the Company's debt is characterised by fixed-rate instruments, therefore, interest rate fluctuations concern only the variable component of debt equal to the remaining 18%. With respect to the additional financing needed to develop the company's plans and future bond maturities, starting with the remaining 700 million euros of the 1 billion euros bond maturing in July 2026, the financing may be impacted by the prevailing market rate at the date the new debt is issued and may not occur in the manner, terms and conditions provided.
Telecommunications (TLC) Market Consolidation
The Company's objectives are influenced by the current context of the TLC sector characterised by factors of discontinuity from the recent past such as the progressive consolidation among the main players in the sector, with financial pressures resulting from declining revenues and low returns that impact the development and investment plans of the same operators. The phenomena of concentration and consolidation of the TLC market, together with dependence on a small number of customers for a significant share of revenues, make this risk an emerging risk for the business. This is a risk characterised by potential unexpected changes, with significant impacts in the long term. It is mitigated by the company through market monitoring and scouting for new business opportunities.
Technological evolution.
The market in which the Company 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 Company and is mitigated mainly through continuous monitoring of technological developments and multi-year contracts in place with the main operators of the company.
Risks 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 hosting on sites due to both infrastructural and electromagnetic limitations. The risk is being monitored by the Company, which, due to the significance of this risk with respect to the core business and its development plans in the contractual and regulatory spheres, has ongoing mitigation actions.
Physical Security
This is a risk related, inter alia, to the management of the existing site stock with potential negative impacts from unauthorised access or damage and theft. The risk is monitored by the Company through actions aimed at strengthening security measures on the Company's fleet of 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 Company oversees this risk through end-to-end management of the process, from scouting areas to designing and building the site. Scouting the areas where the project will be built and the availability of new areas for the development of projects consistent with customer requests, as well as the timely issuance of authorisations, are of particular importance.
Energy supply and management
This is a risk related to the energy market environment. The Company has a power purchase policy aimed at optimising purchase costs and ensuring an acceptable risk profile. In addition, INWIT is committed to and invests in reducing energy consumption.
Renegotiation of leases
Risk reflecting the complexity and large number of passive leases. This risk is related to the possible critical issues arising from the renegotiation of leases including to the Public Administration and related to contracts for which the Single Property Fee (CUP) is applied. The risk is managed by the Company through the establishment of a structured process and constant monitoring of passive lease costs and contractual compliance.
Litigation
In the context of INWIT's activities, the litigation generated by the application of the CUP assumes particular importance and by administrative denials of its implementation is of particular importance. The risk is monitored through an organisational structure dedicated to litigation management. Notwithstanding the foregoing, as of the closing date of this document, the Company considers the provisions set aside in the Financial Statements as of June 30, 2025 to be adequate.
Risks relating to the Company's commercial objectives
The main risks relating to the Company's strategic and commercial objectives are related to possible difficulties in meeting or developing demand from both anchor and third-party customers, 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 Company's ability to increase its revenues and improve profitability also depends on the successful implementation of its growth strategy, which is based on developing and meeting 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 on growth targets. The Company guards against this risk to anchor tenants mainly through MSA agreements (both with an 8-year term and tacit renewal every 8 years with an "all or nothing" clause), which provide for guaranteed services from anchor tenants. The company, however, cannot exclude the risk of premature termination of the effects of the MSAs due to events beyond its control. In addition, there are dedicated figures for the two anchor tenants aimed at intercepting needs and developing additional services. Third parties 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, INWIT has established a dedicated MSA management function, responsible for monitoring the fulfilment of contractual obligations and the roll-out of commitments undertaken, also through periodic reporting to the company's top management.
Risks related to compliance with the current legal and regulatory framework and sustainability issues
The Company operates in a complex legal and regulatory framework and, in this context, aims to implement all actions to ensure the adequacy of business processes to the applicable laws and regulations, in terms of procedures, supporting information systems and required business behaviours. INWIT is, moreover, oriented towards the pursuit of sustainable success of business objectives.
In this context, the following main risks have been identified:
Antitrust Regulation
It is a risk that reflects the relevant market presence and the impact, including reputational, direct and indirect, associated with proceedings against the Company 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-raising initiatives.
Commitment Remedies
It is a risk reflecting the complex regulatory framework and related to compliance with the commitments imposed by the Commission ("commitment remedies") under Article 6(2) of the Merger Regulation. Under these commitments, INWIT, will have to make 4,000 sites available over eight years to operators who request them in municipalities with populations over 35,000, guaranteeing non-discriminatory access. The Company ensures the control of this risk within the framework of a specific process (Transparency Register) supervised by a third party (Monitoring Trustee).
Regulations pursuant to Legislative Decree 231/01
This is a risk related to the legislation in Legislative Decree 231/01, which introduced the administrative liability of entities for offences committed in the interest or for the benefit of those entities. The risk reflects the impact related to criminal prosecution of the Company and consequent penalties arising from crimes relevant to 231 and also reputational. In line with compliance best practices (Organisational Model 231 and Supervisory Body), INWIT is also constantly engaged in staff training and awareness initiatives.
Occupational health and safety regulations and environmental protection
In this respect, the Company 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, loss of data, inadequate dissemination of data, and/or interruptions in the operation of ICT systems upon the occurrence of accidental events or malicious actions inherent in the information system, may result in potential adverse effects on the Company's business and economic, asset, and financial situation. Risk is monitored through the introduction of dedicated resources and expertise, continuous monitoring and awareness campaigns.
Climate change risk
INWIT aims to analyse climate-related risks arising from the scenarios analysed, 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.
INWIT 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.
The following "climate" risks 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.
The following Transition Risks were also identified:
Increased cost of technology. This risk would result in INWIT having to adapt infrastructure assets (piling, power supply and air conditioning).
Increased prices for electricity from fossil fuels. The Company monitors this risk through the implementation of a specific process guided by a dedicated unit, aimed at managing issues relating to energy procurement.
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 Company constantly monitors the evolution of the Organisational Model and has initiated a project to strengthen the organisational structure to cope with the increase in business volumes and complexity.
INTERNAL 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 best reference practices, aims at a healthy, correct and coherent management of the company in compliance with the provisions of the Code of Ethics and the Principles of Self-Discipline of the Company approved by the Board of Directors.
The system is an integral part of the general organisational structure of the Company, and involves several components that act in a coordinated way according to their respective 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 Audit and Risk 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 effective and efficient application of the rules and controls defined, the ICRMS is subject to periodic review and verification, taking into account the evolution of the Company's business and the macro-economic 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 FY2024. On the website https://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, identified as a founding component of the organisational model and of the Company's internal control and risk management system, is placed upstream of the entire Corporate Governance system and represents INWIT's charter of values, founding, in programmatic terms, the body of principles that inspire the actions of the members of the corporate bodies, management, business partners, and internal and external collaborators. The Code of Ethics thus constitutes a tool through which INWIT directs its business activities to conduct business based on the following values and principles: ethics and compliance, health and safety, human resources, community, communication, competition, and service excellence.
The Code includes the standards of conduct to be observed in the performance of internal and external activities and the resulting relationships, and also provides guidelines to be adopted in the event of reports on the propriety of conduct.
During 2023, to reflect the value system adopted by INWIT, the new Code of Ethics was drafted, which at the same time enhances the principles of transparency, honesty and fairness, which underlie the conduct of business, and the consolidation of a culture of "ethics & business integrity", as well as INWIT's ESG commitments.
In particular, the Company'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, has been reinforced in the new Code of Ethics, which also extends to its supply chain.
On November 9, 2023, the Board of Directors approved the new Code of Ethics, which is available on the website.
ORGANISATIONAL 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 a Management and Control Organisational Model pursuant to Legislative Decree 231/01 ("Model 231"). In particular, Model 231 is the result of a thorough analysis of the company processes at risk of the crimes provided for in the Decree, which can be identified in the areas of activity, with the involvement of the relevant company structures.
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 on the subject of Legislative Decree 231/01 of the corporate roles most involved in the sensitive activities referred to in the Model 231 and the Anti-Corruption Policy;widespread training aimed at the entire company population;
induction training for new recruits.
Information sessions were periodically held for the corporate population on Compliance & Business Ethics with a focus also 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 Legal Operations & Corporate Security Function with the organisational support and coordination of the Human Resources & Organisation Department.
Following its establishment, INWIT adopted its own 231 Model, last updated by resolution of the Board of Directors on March 4, 2025, in order to incorporate the corporate, organisational and regulatory changes that had 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 Supervisory Body 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 231 Model, among which are:
the Corporate Governance Principles, last updated on May 13, 2021, 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 37001:2016, with the aim of strengthening awareness of the potential risks of corruption 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.It should also be noted that in the first half of 2025, no sanctions9 were received for significant cases of noncompliance with laws and regulations.
INWIT claims, moreover, that it did not cause any potential or actual negative impacts in the first half of 2025, such that its stakeholders did not express concerns about it through grievance mechanisms.
ENTERPRISE RISK MANAGEMENT
As part of the risk management system, the Company 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 Legal Operations & Corporate Security, 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 organised in a cyclical process - carried out annually - that starts with the identification of risks (Risk Identification), understood as identifying the list of risks that could impact the Company in terms of sustainable achievement of the company's activities or keeping risks within a level that does not compromise the financial, operational and reputational stability of the company, and on 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 ends with a report to Top Management and corporate bodies (Risk Reporting phase) and with quarterly follow-ups for each issue developed as part of the Risk Management process, including indications on the progress of the Action Plans and insights on specific risks.
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 Company, identified pursuant to Legislative Decree 125/2024, regarding sustainability reporting, are integrated into the Risk Universe.
With reference to the main risks to which the Company 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".
For the analysis, INWIT defined a significance threshold of 10,000 euros.
RELATED 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 2025 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 results as of June 30, 2025.
Related party transactions, when not dictated by specific regulatory conditions, were settled at arm's length; their implementation took place in compliance with a special internal procedure (available at www. inwit.it Governance section), which defines their 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 Consolidated Financial Statements as of June 30, 2025.
ALTERNATIVE PERFORMANCE INDICATORS
In this Interim Management Report as of June 30, 2025 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:EBITDA INDICATOR
Profit (loss) before tax from continuing operations
+
Financial expenses
- Financial income
EBIT - Operating profit (loss)
+/-
Impairment losses (reversals) on non-current assets
+/-
Losses (gains) on disposals of non-current assets
+
Depreciation and amortisation
EBITDA - Operating profit (loss) before depreciation and amortisation, Capital gains (losses) and Impairment reversals (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 is a useful unit of measurement for assessing the Group's operating performance in addition to EBIT. This indicator is determined as follows:EBITDAaL INDICATOR
EBITDA - Operating profit (loss) before depreciation and amortisation, Capital gains (losses) and Impairment reversals (losses) on non-current assets
+ IFRS16 lease payments relating to leases active in the year
Impact on Operating profit (loss) before depreciation and amortisation, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA)
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.
INWIT NET FINANCIAL DEBT INDICATOR
ESMA Net Financial Debt |
Other financial 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 INDICATOR
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.
02
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AS AT JUNE 30, 2025
CONTENTS
NOTES 53
Condensed Consolidated Half-Year Financial Statements as at June 30, 2025 53
Consolidated statements of financial position 53
Consolidated Income Statement 55
Consolidated Statements of Comprehensive Income 56
Consolidated Statements of Changes in Equity 57
Consolidated statements of cash flows 58
Note 1 - Form, content, and other general information 60
Note 2 - Accounting policies 62
Note 3 - Scope of consolidation 66
Note 4 - Financial risk management and other risks 67
Note 5 - Goodwill 71
Note 6 - Intangible assets with a finite useful life 71
Note 7 - Property, plant and equipment 72
Note 8 - Right-of-use assets 73
Note 9 - Non-current and current financial receivables 74
Note 10 - Trade and miscellaneous receivables and other assets (non current and current) 75
Note 11 - Equity 76
Note 12 - Liabilities for employee benefits 77
Note 13 - Provisions 77
Note 14 - Financial liabilities (non-current and current) 78
Note 15 - Net Financial Debt 80
Note 16 - Trade and miscellaneous payables and other (non-current and current) net liabilities 81
Note 17 - Revenues 82
Note 18 - Acquisition of goods and services 83
Note 19 - Depreciation and Amortisation, Gains/Losses on Disposals and Impairment
Losses on Non-Current Assets 83
Note 20 - Finance income and expenses 84
Note 21 - Profit (Loss) for the Period and Earnings per Share 85
Note 22 - Contingent liabilities, commitments and guarantees 85
Note 23 - Related parties 86
Note 24 - Significant non-recurring events and transaction 90
Note 25 - Positions or transactions resulting from atypical and/or unusual operations 90
Note 26 - Events after June 30, 2025 90
NOTES
CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS AS AT JUNE 30, 2025
Consolidated statements of financial position
ASSETS
(thousands of euros) | Notes( 10) | 06/30/2025 | of which with related parties | 12/31/2024 | of which with related parties |
Assets | |||||
Non-current assets | |||||
Intangible assets | |||||
Goodwill | 5) | 6,169,592 | 6,167,348 | ||
Intangible assets with a finite useful life | 6) | 332,748 | 376,927 | ||
Tangible assets | |||||
Property, plant and equipment | 7) | 1,382,352 | 1,340,425 | ||
Right-of-use assets | 8) | 1,171,950 | 1,160,421 | ||
Other non-current assets | |||||
Non-current financial assets | 9) | 8,136 | 8,727 | 8,516 | |
Miscellaneous receivables and other non-current assets | 10) | 73,580 | 105,409 | ||
Deferred tax assets | 7,858 | 7,858 | |||
Total Non-current assets | 9,146,216 | 9,167,115 | |||
Current assets | |||||
Trade and miscellaneous receivables and other current assets | 10) | 211,995 | 198,996 | 40,319 | |
Financial receivables and other current financial assets | 9) | 1,367 | 1,033 | 792 | |
Current income tax receivables | 10) | 14,065 | 4 | ||
Cash and cash equivalents | 109,952 | 115,133 | |||
Total Current assets | 337,379 | 315,166 | |||
Total Assets | 9,483,595 | 9,482,281 | |||
The explanatory notes below are an integral part of these Condensed Consolidated Half-Year Financial Statements.
(thousands of euros)
Notes( 11)
06/30/2025
of which with related
parties
12/31/2024
of which with related
parties
Equity
11)
Share capital issued
600,000
600,000
Treasury shares
(10,553)
(116)
Share capital
589,447
599,884
Share premium reserve
1,513,358
1,639,816
Legal reserve
120,000
120,010
Other reserves
1,268,402
1,362,731
Retained earnings (losses) including earnings (losses) for the period
185,875
354,105
Equity attributable to owners of the Parent Company
3,677,082
4,076,546
Non-controlling interests
9,468
5,623
Total Equity
3,686,550
4,082,169
Liabilities
Non-current liabilities
Liabilities for employee benefits
2,263
2,320
Deferred tax liabilities
13)
148,682
142,032
Provisions
12)
286,890
286,133
Non-current financial liabilities
14)
4,832,390
4,062,561
109,180
Miscellaneous payables and other non-current liabilities
16)
56,199
55,444
27,149
Total Non-current liabilities
5,326,424
4,548,490
Current liabilities
Current financial liabilities
14)
224,772
579,427
26,630
Trade and miscellaneous payables and other current liabilities
16)
245,399
1,561
266,300
54,976
Provisions
13)
450
450
Current income tax payables
16)
-
5,445
Total current liabilities
470,621
851,622
Total liabilities
5,797,045
5,400,112
Total Equity and liabilities
9,483,595
9,482,281
EQUITY AND LIABILITIES
Consolidated Income Statement
(thousands of euros)
Notes( 12)
1st Half 2025
of which with related
parties
1st Half 2024
of which with related
parties
Revenues
17)
535,268
511,748
443,265
Acquisition of goods and services
18)
(26,292)
(24,837)
(1,929)
Employee benefits expenses
(12,524)
(1,188)
(11,343)
(1,196)
Other operating expenses
(6,404)
(6,944)
(1,442)
Operating profit (loss) before depreciation and amortisation, capital gains (losses) and impairment reversals (losses) on non-current assets (EBITDA)*
490,048
468,624
Depreciation and amortisation, gains/losses on disposals and impairment losses on non-current assets
19)
(201,881)
(190,333)
Operating profit (loss) (EBIT)
288,167
278,291
Financial income
20)
2,900
319
Financial expenses
20)
(67,405)
(62,796)
(2,838)
Profit (loss) before tax
223,662
215,814
Income taxes
(39,068)
(36,754)
Profit for the period
184,594
179,060
attributable to
Owners of the Parent
185,245
179,060
Non-controlling interests
(651)
-
Basic and Diluted Earnings Per Share
0.20
0.19
(*) For the determination of the EBITDA indicator, please refer to Note 1 - Form, content and other general information.
The explanatory notes below are an integral part of these Condensed Consolidated Half-Year Financial Statements. 12. The explanatory notes below are an integral part of these Condensed Consolidated Half-Year Financial Statements.
Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Equity14
(thousands of euros) | Notes( 13) | 1st Half 2025 | 1st Half 2024 |
Profit for the period | (a) | 184,594 | 179,060 |
Other components of the Consolidated Statement of Comprehensive Income | - | - | |
Other components that will not subsequently be reclassified in the Consolidated Income Statement | - | - | |
Re-measurements of employee defined benefit plans (IAS 19): | - | - | |
Actuarial gains (losses) | 12 | 113 | |
Net fiscal impact | (3) | (27) | |
Total other components that will not subsequently be reclassified in the Consolidated Income Statement | (b) | 9 | 86 |
Other components that will subsequently be reclassified in the Consolidated Income Statement | - | - | |
Total other components that will subsequently be reclassified in the Consolidated Income Statement | (c) | - | - |
Total other components of the Consolidated Statement of Comprehensive Income | (d=b+c) | - | - |
Total Comprehensive income for the period | (e=a+d) | 184,603 | 179,146 |
attributable to | |||
Owners of the Parent | 185,254 | 179,146 | |
Non-controlling interests | (651) | - | |
CHANGES IN EQUITY FROM JANUARY 1, 2024 TO JUNE 30, 2024
(thousands of euros) | Share capital | Treasury share reserve in excess of nominal value | Share premium reserve | Other reserves and earnings (losses) carried forward, including the result for the period | Total | Non-controlling interests | Total Equity |
Amounts at January 1, 2024 | 587,345 | (126,379) | 2,053,205 | 1,822,228 | 4,336,399 | - | 4,336,399 |
Total Comprehensive income for the period | - | - | - | 179,146 | 179,146 | - | 179,146 |
Dividends approved | - | - | (113,390) | (339,421) | (452,811) | - | - |
Other changes | (12,830) | (117,755) | - | (224) | (130,809) | - | (130,809) |
Values as at June 30, 2025 | 574,515 | (244,134) | 1,939,815 | 1,661,729 | 3,931,925 | - | 3,931,925 |
CHANGES IN EQUITY FROM JANUARY 1, 2025 TO JUNE 30, 2025
(thousands of euros) | Share capital | Treasury share reserve in excess of nominal value | Share premium reserve | Other reserves and earnings (losses) carried forward, including the result for the period | Total | Non-controlling interests | Total Equity |
Amounts at January 1, 2025 | 599,884 | (1,520) | 1,639,816 | 1,838,366 | 4,076,546 | 5,623 | 4,082,169 |
Total Comprehensive income for the period | - | - | - | 185,323 | 185,323 | (651) | 184,672 |
Dividends approved | - | - | (126,458) | (353,830) | (480,288) | - | (480,288) |
Other changes | (10,437) | (96,488) | - | 2,426 | (104,499) | 4,496 | (100,003) |
Values as at June 30, 2025 | 589,447 | (98,008) | 1,513,358 | 1,672,285 | 3,677,082 | 9,468 | 3,686,550 |
13. The explanatory notes below are an integral part of these Condensed Consolidated Half-Year Financial Statements. 14.The explanatory notes below are an integral part of these Condensed Consolidated Half-Year Financial Statements.
Consolidated statements of cash flows15
(thousands of euros) | 1st Half 2025 | 1st Half 2024 | |
Cash flows from operating activities: | |||
Profit for the period | 184,594 | 179,060 | |
Adjustments for: | |||
Depreciation and amortisation, losses/gains on disposals and impairment losses on non-current assets | 201,881 | 190,333 | |
Net change in deferred tax assets and liabilities | 6,650 | 3,517 | |
Change in provisions for employee benefits | (93) | (118) | |
Change in trade receivables | 10,991 | 406 | |
Change in trade payables | (27,169) | 8,848 | |
Net change in miscellaneous receivables/payables and other assets/liabilities | (8,852) | (4,725) | |
Other non-monetary changes | 3,724 | 4,625 | |
Cash flows from operating activities | (a) | 371,726 | 381,946 |
Cash flows from investing activities: | |||
Total purchases of tangible and intangible assets for the period and right-of-use assets | (211,459) | (230,995) | |
Of which change in amounts due to fixed asset suppliers | 63,023 | 56,745 | |
Total purchases of tangible and intangible assets and right-of-use assets on a cash basis | (148,436) | (174,250) | |
Capital grants received | - | - | |
Change in financial receivables and other financial assets | 257 | 224 | |
Other non-current changes | (503) | (1) | |
Cash flows used in investing activities | (b) | (148,682) | (174,027) |
Cash flows from financing activities: | |||
Change in current and non-current financial liabilities | 350,768 | 314,076 | |
Dividends paid (*) | (477,773) | (450,699) | |
Treasury shares acquired | (107,761) | (130,585) | |
Capital increases | 6,541 | - | |
Cash flows used in financing activities | (c) | (228,225) | (267,208) |
Aggregate cash flows | (d=a+b+c) | (5,181) | (59,289) |
Net cash and cash equivalents at beginning of the period | (e) | 115,133 | 95,078 |
Net cash and cash equivalents - extraordinary flows | (f) | - | 2 |
Net cash and cash equivalents at end of the period | (g=d+e+f) | 109,952 | 35,791 |
Dividends paid to Daphne 3 S.p.A. | 148,409 | 135,387 | |
Dividends paid to Central Tower Holding Company B.V. | 180,588 | 150,208 | |
(*) of which related parties
15. The explanatory notes below are an integral part of these Condensed Consolidated Half-Year Financial Statements.
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.

