Infrastrutture Wireless Italiane S.p.A.

Good afternoon. This is the Coral School Conference Operator. Welcome and thank you for joining the INVID full year 2025 financial results conference call. As a reminder, all participants are in listen-only mode. After the presentation, there will be an opportunity to ask questions. Should anyone need assistance during the conference call, they may send an operator by pressing star and zero on their telephone. At this time, I would like to turn the conference over to Mr. Luigi Minevra, Strategy, M&A, and Investor Relations Director of Inwit. Please go ahead, sir.

Good afternoon, everyone, and thank you for joining us. With me today, I have Diego Galli, Inwit's General Manager, and Emilia Prudu, Chief Financial Officer. Before we begin, please allow me to draw your attention to the safe harbor statement on page two. Following a brief presentation of the full year 2025 results, we will open the floor to questions. Over to you, Gemma.

Thank you. Good afternoon, everyone, and welcome to our third Unrisked Call in two weeks. Today, no surprises, so in a way, no news is good news. And after this, we all deserve a good long weekend. In today's session, we share a solid set of fiscal year 2025 results, with revenues up by 4% and EBITDA by 4.8%, confirming our dividend per share of €0.55. A reminder of our 2026 guidance and medium-term baseline outlook, as already communicated on March 19, a recap of our key strategic points of strength, even in the current phase of tension with our customers. The telco sector in Italy continues to go through a challenging moment, and neutral host players can help, leveraging on sharing economics to deliver investments in digitalization in the most efficient way. The MSAs are structured in a way that creates value for both Inuit and its customers, thanks to the consolidation of the infrastructure and the unlocking of sharing synergies to the benefits of all parties. Our ANCORs, FASB and team, sent us early termination notices. We have been clear that both acts have no legal ground and fall outside the legal framework of the MSAs. Legal certainty is fundamental not only for INWIP, but more generally for the industry, in order to safeguard the ability to attract capital and execute the critical and strategic infrastructure investments that the country requires. Despite this challenging backdrop, we have delivered our 2025 guidance and our shareholders will receive a dividend per share of €0.55, which at current levels implies an attractive dividend of 7.7%. We continue to expand our asset base with another solid set of industrial KPIs in the full year. We built about 800 new sites in the year, bringing the total to about 26,000. We added 2,800 new POPs, tenancy ratio improving further to an industry-leading level of 2.4 times. We delivered 1.6 thousand real estate transactions, which continue to drive our efficiency gains. Ebitda was up by almost 5%, with margin up by half percentage point to 73%, supported by the least cost efficiency plan. Recurring free cash flow was up by 2% year-on-year at 634 million. Year-on-year growth reflects also higher cash leases and financial charges, partially offset by lower cash taxes. Leverage ratio stands at 5.2 times, well within our target corridor. This reflects extraordinary shareholder remuneration of 500 million, 300 shareback and 200 special dividends, on top of the 500 million ordinary dividends. 2025 remained intense from a commercial perspective. We developed further the indoor coverage connectivity markets through dust technology in a number of verticals. We continued with major projects like Roma Smart City. In summary, in a context of transition for the industry, INWIT continues to display a resilient growth trajectory and grow the asset base, affirming its leadership. We continue to support clients in their effort to improve the mobile network and stand ready to capture additional growth opportunities. However, KUFOR showed the signs of a slowing market with AMGORS, pulling from non-committed projects. Let's now skip a few pages to slide 11. In this page, we showed industrial and financial progress of Inuit over the past few years. We had more than 300 million Euro in revenues, growing high single digit. Smart infrastructure revenues up more than 4.5 times. Cash flow was up in the double digits. Nearly 3.5 thousand new towers, tenancy ratio moving from 1.9 to 2.4 times, land ownership All of this translated in a growing return on capital employed, now exceeding 8%, confirming the soundness of INWIT business model with visible impact on our investments already in terms of cash flow generation and return on capital. Let me now hand it over to Emilia for a recap of our 2026 guidance.

Thank you, Diego. we reiterate our 2026 targets as communicated already on March 19th. Revenues in the range of 1,050,000,000 to 1,090,000,000 EBITDA margin of approximately 90% EBITDA services margin above 72% recurring free cash flow in the range of 550 to 590,000,000 Dividend per share at least in line with 2025 confirmed to 55 euro cents per share. Leverage ratio at 5.5 times consistent with the structural target range of five to six times. This reflects the current challenging market environment and ongoing complexities in on-containment relations. CAPEX in 2026 remain elevated at around 270 million euros due to the phasing of next-generation EU cash capex recognition, plus investment for smart city Roma, plus land acquisitions and energy programs. The normalized 2025 total revenue space takes into account the lack of project-based, non-committed revenue components, which we have developed over time with operators capturing their discretionary flexible budgets. Such discretionary budgets have been put on hold at this stage, given the current context of limited budgets and conflictual relationships. Taking into account this one-off step down, in 2026, we expect low single-digit revenue growth driven from the following components, inflation, CPI-D, based on 2025 average index at 1.4%, anchor commitment, new towers, new POPs, and the areas in line with MSA commitments, well-known growth with steady pace with other MNOs and IoT, smart infra-growth, refers to DIS indoor across premium locations and projects in the smart city verticals. We have an efficient debt profile, 85% fixed, 15% floating, the current average cost of almost 3% and average bond maturity of 4.5 years. The first relevant maturity is in 2027, related to the €500 million sustainability-linked term loan. This week, the agencies confirmed our ratings with updated outlooks, with ratings at BBB-investment grade in credit watch negative versus previously stable outlook. Standard import global ratings at double B+, with stable outlook versus previously credit watch positive. I will now hand it back to Diego for the final section of the presentation, including the medium-term outlook.

Thank you. Our medium-term baseline outlook, as communicated on March 19th, consists of low single-digit annual revenue growth of around 3%. Alphabit is inflation. Continued EBITDA margin expansion driven primarily by land acquisition, which could translate into an annual EBITDA growth of about 4%. An all-in annual capex envelope of around 200 million, including land acquisition, is likely more than one-third of the total. Of this, about 20 million euros would be maintenance capex and therefore go into the recurring free cash flow definition. Dividend per share of at least 55 euro cents at the current level. The financial structural leverage ratio target between five and six times. In other words, even in the unrealistic scenario in which the market remains stuck over the still be able to have a decent organic growth and attract dividend and a solid balance sheet. The baseline outlook does not include the following potential upsides. Normalization of the industry dynamics, densification both outdoor and indoor, opportunities to expand across digital infrastructure. At the same time, The baseline outlook does not include the downside risk of MSA's termination, as we don't believe this is a likely or realistic outcome. The technological context for digital infrastructure assets continue to evolve. Data traffic in Italy is growing at double-digit rates until 2030, or more than 2.5 times from today's level. Towers are and will remain central in this evolution. digital ecosystem that goes from passive-infractive, small-cell, DAS, IoT, and edge computing. There is need for more investments in the network to close the gap. Mobile network investments cannot be postponed indefinitely. For towers or macro sites, we estimate a market potential between 7,000 to 12,000 new towers in Italy by 2030, and we plan on maintaining a leading market share of towers. Let me now reiterate a few important points that we discussed deeply during our ad hoc call last week, following the receipt of MSA termination. We have been clear in our communication to the market that both acts have no legal ground and fall outside the legal framework of the MSAs. Our network of about 26,000 sites is the result of 40 years of work of Tim, Vodafone and INWIC where we could take the benefit of the first mover advantage to build top quality sites in the best available locations. About 75% of our network is not replicable. And when it comes to tower prices, it's important to compare apples with apples. It's not correct to compare fees related to the sales and respect transaction Pure hosting fees. MSA fees are intrinsically linked to the structure of the sales and listback transactions. Pure hosting fees are the result of normal demand-supply competitive dynamics. In other terms, there is a captive segment of hosting that stems from the sales and listback transactions, which is not contestable for the entire period required to return investment. Preserving the captive segment protects the foundation of the industry, preventing potential opportunistic behavior that would destroy value across the entire value chain. As already shared, all our prices are in line with the market. With regard to the change of control clause, That's clear in the MSA. The clause was included in order to protect all three parties. The only relevant change in control event is the resolution in August 2022 of the Schroeder Agreement between Tim and Vodafone. Tim and Vodafone were up to the point jointly controlling Ingrid. When Tim sold its stake in Daphne to Ardian in August 2022, joint control ceased with the dissolution of the shareholder agreement. TIM triggered the change of control clause and INWIT promptly notified it to TIM and Vodafone, locking in all parties for further 16 years until 2038. Out of clarity, the Vodafone events in 2020 consisted in intra-group transfers of the Inuit stake between entities fully owned by the Vodafone group. Those events had no impact on the joint control of Inuit. Therefore, they are not relevant with regards to the change of control clause. As a matter of fact, if this shared transfer would have been relevant with regards to the change of control of Inuit to the control of Inuit, the relevant party should have launched a mandatory tender offer. This didn't happen, obviously. We have clear and consistent legal opinions from the best law firms in the country on this. Let me now conclude. The Towers business model is based on long-term contracts that create value for all parties. thanks to the sharing economics and network efficiency. The Italian telco market continues to be under pressure with low prices and sub-par returns. Telcos are offloading challenges on the infra players and this was already visible in the final quarter of 2025. Till we deliver the 2025 guidance, including the €0.55 dividend per share, which implies an attractive dividend yield. Our 2026 guidance and the medium-term baseline outlook reflect the current challenging market condition. Even in the unrealistic scenario in which the market remains stuck over the medium term, Our baseline medium-term outlook means that we would still be able to have a decent organic growth, an attractive dividend and a solid balance sheet. The baseline outlook does not include the following potential upside, normalization of the industry dynamics, densification, opportunities to expand across digital infrastructure. At the same time, As just said, the baseline outlook does not include the downside risk of MSA termination, as we don't believe this is a likely or realistic outcome. We confirm that we continue to be open to constructive conversation with our clients. From our perspective, it's key to protect the integrity of the MSA as a long-term contract. We are open to optimize further the terms for new investments, and we aim to achieve a win-win outcome in terms of positive net present value and business development. With this, we thank you for your attention, and we aim to provide you with an updated business plan likely enough to as visibility allows it. We will now open the floor to Q&A.

Thank you. This is the Cornwall School Conference operator. We will now begin the question and answer session. Anyone who wishes to ask a question may press star and 1 on their touch-tone telephone. To remove yourself from the question queue, please press star and 2. Please pick up the receiver when asking questions. Anyone who has a question may press star and 1 at this time. In the interest of time, be kindly asked to limit yourself to one question only. The first question is from Roshan Ranjit, Deutsche Bank. Please go ahead.

Good afternoon, everyone. Thanks for the presentation. My question is quite simple. We've seen quite a lot of news over the last week and a half, and Diego, you mentioned this constructive dialogue. So since we've had the filings for the court hearing from yourself and from Swisscom. Have you had dialogue with Swisscom on the MSA negotiations since? So over the last, I guess, week, have you been in discussions with them? Thank you.

Yeah, hi, thanks for the question. No, we are not having dialogue at this stage. Okay, thank you.

Thank you.

The next question is from Rohit Modi, Citi. Please go ahead.

Thank you for giving the question. I have just one question. Apologies if you already replied to this in previous calls, but this is regarding the migration phase. Hypothetically, if both the MSEs manage to terminate the contract, are there any rights that Inuit has in the migration phase given that they'll continue to use the remaining towers as a part of migration period for foreseeable future or does have a right to terminate the contact and ask them to vacate the sites. Thank you.

Thanks. On the migration plan, the framework is about a plan which has to be agreed between parties. The time is not shorter than three years and all this will be in the spirit and logic and content of the all or nothing clause. take the opportunity to highlight the fact that we stress, which is about the lack of alternatives to our network and the fact that we have the majority of our sites which are actually not reputable. Thank you. Thank you.

As a reminder, if you wish to register for a question, please press star and 1 on your telephone. The next question is from Silvestre Equita. Please go ahead.

Good afternoon, everybody. One question concerning 2026 guidance. Here I would like to

let's say just have a little bit of color concerning the discretionary spending that you are assuming on 2026 level of revenues thank you thank you um so 2026 the base the base case is actually consistently with the overall baseline case is basically that the anchor tenants We invest only on the committed, contractualized initiatives, and we continue to study growth with the other customers, with the others, with the other MNOs, and we continue gradually to develop and grow the indoor coverage to DAS and dedicated projects.

Okay, thank you. And the discretionary revenues that will have a negative contribution in 2026, what's this level of revenues in 2026? I mean, is that the risk for 100% or is something still there?

Yeah, the discretionary revenues is, there is no discretionary revenues basically with the anchor tenants or alls. So, yeah, it's actually the recent. Thank you.

The next question is from Matthew Robillard, Barclays.

Good evening. Thank you for the presentation. I had a question. I'm looking at slide 14. And you show some growth driven by anchor commitment and OLO growth. I don't know if you can quantify that in terms of sites, how much that represents. And also, are the anchor commitments fully part of the MSA, the existing MSA? Or is it on top of it, it's a different contract that could go whatever happens with the legal decision?

Yeah, thanks for the question. In terms of towers, we're talking about few hundreds, significantly lower than the last years, where actually we deployed at about 800 towers per year. In terms of revenues, we are talking here about the MSA-committed revenues, so the contractualized, contracted, committed revenues where there is no dispute about. So it's clean and certain and committed and in progress.

Thank you. And if I could follow up. I think you had also some contracts with OpenFiber or maybe FiberCop in terms of growth or in terms of deployment of site for FWA. That's topic number four on your slide deck, right, OLO growth?

Yeah, basically the OLO growth is mainly the other MNOs such as Iliad, some of Win3, as well as some fixed access for open fiber. The main component is basically the MNOs component. In terms of revenues, it's the main component, as I said, is the other MNOs component.

Okay, and that is basically increasing tenancy rather than building sites. Sorry, very basic questions.

It's basically secondary tenancy, co-location on existing sites.

Thank you very much.

Welcome.

The next question is from Giorgio Stavolini in Termonte. Please go ahead.

Hi, good evening. for taking my questions. The first one is on the ground leases saving of 10 million in Q4. I was wondering if it's related to a specific transaction. And back to Milo's question on discretionary revenues. How much was the exact amount in 2025 since I see the block in the presentation in the bridge for the full year 2026 guidance bridge? Thank you.

Yes, on the discretionary revenues is on the few tenths range. And with regards to the lease cost, lease costs are continuously optimized through the program of land buyout as well as renegotiation of lease contracts. And that is able to offset the impact of increasing asset base and inflation.

Okay, and for the discretionary revenues in 2025?

A few tens of millions.

A few tens of millions. Okay, thank you.

You're welcome.

The next question is from Andrej Czameszek, UBS.

Hi, good afternoon, good evening, everyone. Thanks for the presentation. I have two questions, please. One is on the CapEx. If you can kind of walk us through the new level of roughly 200 million as, you know, going back to the previous strategy update, the guidance was for CapEx to be closer to 240 million over the midterm and higher in the near term. So I guess this is obviously the step down would be related to what's going on with the anchor tenants and therefore, you know, a little growth on the top line. But maybe if you can give us bit more detail around which of the envelopes from the uh you know full year 24 uh strategy update uh you are not cutting on and which envelopes of capex you are actually cutting on and maybe the second question if i may um are you a party to the i guess consultation process around uh the spectrum renewal which i believe is going to be uh kind of uh finalized in the coming months or in the summer and then potentially make it making it into the budget in in kind of late 2025 and if you are how uh is the kind of perception of the regulators or authorities around the fact that maybe part of the investment that you know would or rather the fact that if there is a discount given to the um anchor is part of that capital that they are saved and they're supposed to be rolling out into new networks, they would potentially be directing towards duplicating infrastructure that is already there that you are providing. So are there already kind of some signals that this is not something that the authorities would be looking favorably at? Thank you. Thanks for the questions.

With regard to the CapEx split, actually, So the very relevant component will remain to be the land, land acquisition, which will account broadly 35% of the total. Then there is, let me say, half of the total envelope which is related to growth, including capex for towers, for the smart infrastructure, thus a special project. and the energy projects. Then we have a broadly 10% related to maintenance. Compared to the previous guidance, we have embedded in the current baseline outlook a lower number of towers, a significantly lower number of towers, and this is the main difference compared to the previous plan. With regards to the frequency renewals, that's an interesting topic. We clearly, the industry, as we said, is under dramatic pressure, so we think it's relevant and it's important to have the frequency renewals which support the industry. Clearly, we think it's important that the support to the industry value chain to the whole, to the all operators, both the, let me say, the service cores as well as the infra cores. And so that's important in order to and not only support the new investment, but also to preserve the existing infrastructure and the investments which have already been done. Clearly in this context, but in general, as we said, We don't think that the duplication of infrastructure is an efficient way and creates efficiency value in the industry. Actually, we think that consolidation of infra is the way to build efficiency within the industry. So continuous scale and optimization and consolidation will drive, as did in the past, will continue, is the way to continue to drive efficiency in the overall industry to the benefit of all parties. In terms of visibility, we think that there will be more visibility on the process in the second part of the fiscal year.

Thank you very much.

You're welcome.

As a reminder, if you wish to register for a question, please press star and one on your telephone. Once again, if you wish to ask a question, please press star and one on your telephone.

If there are no other questions.

Excuse me, we do have a last question from Charlotte Pete Schroders. Please go ahead.

Oh, hi. I just had one follow-up. So you were asked about the dialogue with Swisscom, to which there hasn't been any. I just wondered if there had been any dialogue with Telecom Italia. And I guess maybe following up on that, is the lack of dialogue because you are simply dealing with this in a legal fashion and it's for them to negotiate or any colour would be helpful?

Yeah, I think that We received the termination notice between last, I think, Wednesday and Sunday or Monday, whatever. So just a few days ago. And clearly we have been busy on finding the responses and activating all the relevant legal steps. And now that it's Easter, that's welcome. I think there is time for everything. For the time being, the dialogue is not being activated yet, but clearly we are always open.

Gentlemen, there are no more questions registered at this time. I turn the conference back to you for any closing remarks.

Thank you very much. So let me just thank you all of you for your attention and remark that we are confident that a realistic win-win outcome is actually achievable with our anchors. And with that, we wish you all a happy Easter. Thank you. And happy Easter again.

Ladies and gentlemen, thank you for joining the conference this hour. And you may disconnect your telephones.