Basic Net SpA

Pre-Annual General Meeting Information • Mar 25, 2024

Shareholders' Meeting of April 16, 2024

REPORTS ON MATTERS ON THE AGENDA

CONTENTS

SHAREHOLDERS' MEETING CALL NOTICE.	3
SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2023, ACCOMPANIED BY THE DIRECTORS' REPORT, THE AUDITORS' REPORT AND THE BOARD OF STATUTORY AUDITORS' REPORT. RESOLUTIONS THEREON. . PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE BASICNET GROUP AT 31 DECEMBER 2023.	4
PROPOSAL FOR THE ALLOCATION OF THE NET PROFIT FOR 2023 AND THE DISTRIBUTION OF A DIVIDEND. RESOLUTIONS THEREON.	5
REPORT ON REMUNERATION POLICY AND ON AMOUNTS PAID:
1 REMUNERATION REPORT: RESOLUTIONS RELATING TO THE FIRST SECTION IN 123-TER, 3-BIS 3-TER, ACCORDANCE WITH ARTICLE PARAGRAPHS AND OF LEGISLATIVE DECREE NO. 58/1998. 2 REMUNERATION REPORT: RESOLUTIONS RELATING TO THE SECOND SECTION IN ACCORDANCE WITH ARTICLE 123-TER, PARAGRAPH 6, OF LEGISLATIVE DECREE NO. 58/1998.	6 7
ANNEX – REPORT ON REMUNERATION POLICY AND ON AMOUNTS PAID DRAWN UP AS PER ARTICLES 123-TER OF THE CONSOLIDATED FINANCE ACT AND 84 QUATER OF THE ISSUERS' REGULATION.	8
AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES. RESOLUTIONS THEREON.	32
APPROVAL OF THE 2024-2027 STOCK GRANT PLAN. RESOLUTIONS THEREON.	37
EXTRAORDINARY SESSION
PROPOSAL TO AMEND ARTICLES 9 (SHAREHOLDERS' MEETINGS) AND 16 (BOARD OF DIRECTORS' POWERS AND LEGAL REPRESENTATION) OF THE BY-LAWS RESOLUTIONS THEREON.	39
SHAREHOLDERS' MEETING REGULATION.	42

SHAREHOLDERS' MEETING CALL NOTICE

Shareholders are called to the ordinary and extraordinary Shareholders' AGM at the registered office in Turin – Largo Maurizio Vitale, 1, for 11.00 AM on April 16, 2024 in single call, through notice published on the company website www.basicnet.com/contenuti/datifinanziari/assembleeazionisti.asp on March 12, 2024 and in the "il Giornale" newspaper on March 13, to consider motions on the following Agenda:

Ordinary session

• 1. Statutory Financial Statements at December 31, 2023, accompanied by the Directors' Report, the Independent Auditors' Report and the Board of Statutory Auditors' Report. Resolutions thereon. Presentation of the Consolidated Financial Statements of the BasicNet Group at December 31, 2023.
• 1. Proposal for the allocation of the net profit for the year 2023 and the distribution of a dividend. Resolutions thereon.
• 1. Remuneration Policy and Report:
  2. 3.1 Remuneration Report: motions relating to the First Section as per Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58/1998.
  3. 3.2 Remuneration Report: resolutions relating to the Second Section as per Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998
• 1. Authorisation of the purchase and utilisation of treasury shares. Resolutions thereon.
• 1. 2024-2027 Stock Grant Plan involving BasicNet S.p.A. ordinary shares. Resolutions thereon.

Extraordinary session

1. Proposal to amend Articles 9 (Shareholders' Meetings) and 16 (Powers of the Board of Directors' and Representation in Law) of the By-Laws. Resolutions thereon.

Report of the Board of Directors on point 1 of the Agenda

1. Separate Financial Statements at December 31, 2023, accompanied by the Directors' Report, the Auditors' Report and the Board of Statutory Auditors' Report. Resolutions thereon. Presentation of the consolidated financial statements of the BasicNet Group at 31 December 2023.

Dear Shareholders,

we propose the following:

RESOLUTION

the ordinary Shareholders' Meeting of BasicNet S.p.A., having reviewed the 2023 results, the Directors' Report and having noted the Board of Statutory Auditors' Report and that of the Independent Audit Firm EY S.p.A.,

RESOLVES

to approve the Directors' Report and the Financial Statements at December 31, 2023, in relation to each individual part and in its entirety.

Turin, March 8, 2024

for the Board of Directors

The Chairman

Report of the Board of Directors on point 2 of the Agenda

2. Proposal for the allocation of the net profit for 2023 and the distribution of a dividend. Resolutions thereon.

Dear Shareholders,

We propose the allocation of the net profit of Euro 20,077,013.60 as follows:

-	to each of the 49,601,800 ordinary shares in circulation
	(excluding the 4,398,200 treasury shares held at March 8, 2024) a dividend of Euro 0.15 before withholding taxes for an amount of	Euro	7,440,270.00
-	to retained earnings the residual amount, equal to	Euro	12,636,743.60

The dividend will be paid from April 24, 2024, with record date of April 23, 2024 and coupon date (No. 17) of April 22, 2024.

We also propose that, if at the dividend coupon date the number of shares with dividend rights is lower than indicated above due to any share buy-backs by the company, the relative dividend will be allocated to retained earnings, as will any rounding made on payment.

We propose therefore the following:

MOTION

The BasicNet S.p.A. Ordinary Shareholders' AGM

RESOLVES

to approve the proposed allocation of the net profit for the year of Euro 20,077,013.60, as presented above, and the proposed payment of a dividend of Euro 0.15 to each of the ordinary shares in circulation and entitled to receive dividends on the coupon date.

Turin, March 8, 2024

for the Board of Directors

The Chairman

Report of the Board of Directors on point 3 of the Agenda

3. Report on remuneration policy and on amounts paid:

Dear Shareholders,

in accordance with Article 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree No. 58/1998, we submit to voting the Remuneration Report.

The Remuneration Report, approved by the Board of Directors on March 8, 2024 and published on the company website http://www.basicnet.com/contenuti/datifinanziari/assembleeazionisti.asp?menuSelectedID=4, consists of two sections:

• (i) the first section which outlines the company's remuneration policy referred to members of the administrative and auditing bodies, to the General Managers and to the Managers with strategic responsibilities subject to Article 2402 of the Civil Code, for the remuneration of members of the control boards;
• (ii) the second section which outlines the remuneration paid to members of the administrative and auditing bodies, to the General Managers and to the Managers with strategic responsibilities during the year under consideration.
  • 3.1 Remuneration Report: resolutions relating to the First Section in accordance with Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58/1998.

Where agreeing with the content of "Section I" of the Remuneration Report, we invite you to pass the following resolution:

"The Shareholders' Meeting,

• noting the Remuneration Report prepared by the Board of Directors in accordance with Article 123-ter of the Consolidated Finance Act and the indications of Article 84-quater of the Issuers' Regulation;
• having examined "Section I" relating to the Company's remuneration policy

resolves

to approve "Section I" of the Remuneration Report prepared by the Company.

Turin, March 8, 2024

for the Board of Directors

The Chairman

3.2 Remuneration Report: resolutions relating to the Second Section in accordance with Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998.

Dear Shareholders,

Given that, in accordance with Article 123-ter, paragraph 6, of the Consolidated Finance Act, the Shareholders' Meeting must express a non-binding opinion (in favour or against) concerning the second section of the Remuneration Report, we propose a favourable opinion on "Section II", adopting the following resolution:

"The Shareholders' Meeting,

• having examined "Section II" relating to the remuneration paid to members of the administrative and auditing bodies, General Managers and Executives with strategic responsibilities in the year of reference

resolves

to issue a favourable opinion on "Section II" of the Remuneration Report".

Turin, March 8, 2024

for the Board of Directors The Chairman

REMUNERATION POLICY AND REPORT

Prepared in accordance with Articles 123-ter of the Consolidated Finance Act and 84-quater of the Issuers' Regulation

Website: www.basicnet.com Report approval date: March 8, 2024

Glossary 10
Introduction12
SECTION I 13
SECTION II23
Table 1 – Remuneration paid to Directors, Statutory Auditors, General Managers and other Senior
Executives29
Table 2 - Investments held by the members of the Board of Directors and Control Boards and by Senior
Executives32

Glossary

Directors	The members of the Board of Directors of BasicNet S.p.A.
BasicNet or Company	BasicNet S.p.A.
Corporate Governance Code	The Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., in force since January 1, 2021.
Remuneration Committee or Committee	The Remuneration Committee set up within the Board of Directors of BasicNet S.p.A.
Board of Directors	The Board of Directors of BasicNet S.p.A.
Senior Executives	The Senior Executives are those persons entrusted with the power and responsibility - directly or indirectly - for the planning, management and control of company operations, comprising Directors (executives and non) of the Company (IAS 24, paragraph 9) (according to the definition as per Annex 1 of the Consob Regulation concerning related party transactions adopted with Resolution No. 17221 of March 12, 2010, as subsequently amended and supplemented).
Group	BasicNet and its subsidiaries in accordance with Article 93 of the CFA.
Connected Persons	The spouse, partner equivalent to a spouse (civil union partner or de facto cohabitee), supported children (even where not cohabiting), relatives and in-laws cohabiting for at least one year, the companies controlled by the Directors, Statutory Auditors or Senior Executives.
Share Plan	The "2024-2027 Stock Grant" plan based on BasicNet S.p.A. shares to be submitted to BasicNet's Shareholders' Meeting on April 16, 2024, designed to retain and incentivise employees and Directors of the Company and/or its subsidiaries.
Remuneration Policy or Policy	The Policy adopted by the Company in relation to the remuneration and compensation paid to the members of the Board of Directors and Senior Executives of the Company.

Issuers' Regulation	The Regulation promulgated by Consob with Resolution no. 11971 of May 14, 1999 regarding issuers, as subsequently amended and supplemented.
Related Parties Regulation	The Regulation issued by Consob with Resolution No. 17221 of March 12, 2010 on related party transactions, as subsequently amended and supplemented.
Report	This Remuneration Policy and Report prepared in accordance with Article 123-ter of the CFA and 84-quater of the Issuers' Regulation.
Statutory Auditors	The members of the Board of Statutory Auditors of BasicNet S.p.A.
Consolidated Finance Act or CFA	Legislative Decree No. 58 of February 24, 1998. Consolidated Finance Act.

Introduction

This Report, prepared in accordance with Article 123-ter of the CFA and Article 84 of the Issuers' Regulation, illustrating the Remuneration Policy and Report of the Company, was reviewed by the Remuneration Committee, in its consultative and advisory role to the Board of Directors, and approved by the Board of Directors on March 8, 2024.

The Remuneration Policy and Report consists of two sections:

• Section I): describes, for the year 2024, the remuneration policy of the members of the Board of Directors, Senior Executives and the Board of Statutory Auditors, subject to that outlined in Article 2402 of the Civil Code, in addition to the procedures utilised for the adoption and implementation of this policy. Section I will be submitted to the binding vote of the shareholders at the Shareholders' Meeting called for April 16, 2024 for the approval of the 2023 Annual Accounts, as provided by paragraph 3-bis of Article 123-ter of the Consolidated Finance Act.
• Section II): details the remuneration paid during the year ended December 31, 2023 by the Company and BasicNet' S.p.A. subsidiaries to the Company's Directors, Statutory Auditors and Senior Executives. This section, which sets out each of the items making up the remuneration of the individuals concerned, will be subject to an advisory vote at the Shareholders' Meeting called for April 16, 2024.

The report also includes information on the equity investments held in the Company by the members of the management and supervisory bodies and by the General Managers, supplied in accordance with Schedule 7-ter of Annex 3A to the Issuers' Regulation.

This document is available for consultation at the Company's registered office, on its website www.basicnet.com, in the "Shareholders' Meetings/2024" section, and on the centralised authorised storage mechanism , .

SECTION I

a. Boards or parties involved in the preparation and approval of the Remuneration Policy, specifying the respective roles, in addition to the Boards or parties responsible for the correct implementation of the policy.

The bodies involved in the preparation, approval and implementation of the Remuneration Policy are the following:

• the Shareholders' Meeting, which:
  • on appointment, sets the annual remuneration of the Board, in addition to the right of the Chairperson and certain other Senior Directors, to receive termination benefits;
  • on appointment and for the entire duration of mandate, decides the annual remuneration of the Statutory Auditors, in accordance with Article 2402 of the Civil Code;
  • approves the share-based incentive plans proposed by the Board of Directors, referring their implementation to the Board;
  • expresses, in accordance with Article 123-ter, paragraph 3-bis of the CFA, a binding vote on Section I of the Remuneration Policy and Report, drawn up by the Board of Directors, according to the time period set by the policy itself, and in any case every three years and upon any amendments to the policy. The Shareholders' Meeting of April 13, 2023 approved the document as follows:
    • votes in favour: 28,647,718, equal to 91.9% of those attending the Shareholders' Meeting;
    • votes against: 2,514,643, equal to 8.1% of those attending the Shareholders' Meeting;
  • expresses, in accordance with Article 123-ter, paragraph 6 of the CFA, a non-binding vote on Section II of the Remuneration Policy and Report, drawn up by the Board of Directors. As a result of the votes, the Shareholders' Meeting of April 13, 2023, expressed a positive opinion with:
    • votes in favour: 28,647,718, equal to 91.9% of those attending the Shareholders' Meeting;
    • votes against: 2,514,643, equal to 8.1% of those attending the Shareholders' Meeting;
• the Board of Directors, which:
  • prepares and approves the Remuneration Policy;
  • establishes, on the proposal of the Remuneration Committee, and after consultation with the Board of Statutory Auditors, the remuneration of Senior Directors, in line with the Remuneration Policy approved by the Shareholders' Meeting;
  • after consultation with the Remuneration Committee and the Related Parties Committee, grants any bonuses to Executive Directors and/or Senior Executives, in the form of one-off payments, in relation to their specific contribution to the achievement, or the achievement, of particular strategic or management results or - even more exceptionally - in order to retain resources, thus rewarding and recognising talent;
• approves the Remuneration Policy and Report to be presented to the Shareholders' Meeting in accordance with Article 123-ter of the CFA;
• defines and enacts the share-based remuneration plans or financial instruments approved by the Shareholders' Meeting;
• may delegate to the managers responsible for each operating function (so-called ".com") powers of remuneration for Executives and other Personnel of the Company, and advise the Chief Executive Officers of the subsidiary companies on remuneration for Executives and other Personnel, including as regards any bonus mechanisms, as identified within the budget of each company;

- the Chairperson of the Board of Directors, who:

• proposes the Group's Remuneration Policy, submitting it for the opinion of the Remuneration Committee and the approval of the Board of Directors;
• proposes remuneration measures for individual Executive Directors, submitting them for the opinion of the Remuneration Committee and the approval of the Board of Directors;
• provides the Remuneration Committee with the information required to formulate proposals regarding the criteria for the remuneration of Senior Directors and Senior Executives;

- the Remuneration Committee, which:

• assists the Board in developing remuneration policy;
• presents to the Board proposals for the remuneration of Senior Directors and Senior Executives;
• periodically assesses the practical application of the policy for remunerating Executive Directors and Senior Directors;
• valuates periodically, and during the preparation of the Annual Remuneration Policy and Report, the adequacy and overall consistency of the policy for the remuneration of Executive Directors;
• expresses its opinion on proposals for the allocation of remuneration departing from the Remuneration Policy most recently approved by the shareholders, for example for proposals to award extraordinary bonuses or additional elements of remuneration to the Directors and/or Senior Executives;
• the Related Parties Committee, which:
  • expresses its opinion on proposals for the allocation of remuneration departing from the Remuneration Policy most recently approved by the shareholders, for example for proposals to award extraordinary bonuses or additional elements of remuneration to Executive Directors and/or Senior Executives;
  • expresses its opinion on the allocation of remuneration to Directors and/or Senior Executives who are classified as Related Parties of the Company;
• the Board of Statutory Auditors, which:
  • draws up the opinions required under the applicable regulation with regards to the remuneration proposals of Senior Directors as per Article 2389 of the Civil Code;
• the Independent Audit Firm, which:
  • verifies that the Directors have prepared Section II of the Report, as required by the new paragraph 8 bis of Article 123-ter of the CFA.

b. Involvement of a Remuneration Committee or another Committee on the issue of remuneration. Composition (with the distinction between Non-Executive and Independent Directors), duties and procedures; and any additional measures to avoid or manage conflicts of interest.

The current Remuneration Committee was appointed at the Board of Directors meeting of April 13, 2022 and is composed of Non-Executive Directors Carlo Pavesio (Chairperson) and Daniela Ovazza, and Non-Executive and Independent Directors Piera Braja and Francesco Calvo.

The Board, on appointment, considered that the knowledge and experience of the Independent Directors and the Non-Executive Directors called to sit on the Committee guarantees its proper functioning.

The Committee meets when called by the Chairperson of the Committee, or when requested by the Chairperson of the Board of Directors or the Board of Statutory Auditors. The work of the Committee is overseen and coordinated by the Chairperson of the Committee.

The Remuneration Committee may access the necessary information and departments for the discharge of their duties.

The proposals of the Remuneration Committee are reported in the minutes of the Remuneration Committee, in extract or in full, and in the minutes of the Board of Directors meetings at which they are drawn up.

The Remuneration Committee presents proposals or expresses opinions to the Board of Directors on the remuneration of Executive Directors and Senior Executives of the Group and periodically assesses the adequacy of the remuneration policy within the Company's strategy.

The Committee transfers to the Related Parties Committee for prior examination any proposals for the allocation of remuneration that do not comply with the Remuneration Policy most recently approved by the Shareholders, before submitting them to the Board of Directors, as well as the proposal of remuneration to Directors and Senior Executives who qualify as Related Parties of the Company. Each proposal is adopted in full compliance with the criteria of transparency and independence, taking note of the declarations of the parties who may have an interest with regard to specific decisions of the Committee.

c. How the Company has taken into account the compensation and working conditions of its employees in determining its Remuneration Policy

The Group recognises the central importance of human resources, in the firm belief that the principal factor determining the success of the business is the individual acting in an environment which supports professional and human growth. In this context, BasicNet's Remuneration Policy is determined by taking into consideration aspects of the compensation and working conditions of the Company's employees. Both respond to the aim of attracting, retaining and motivating human resources with the necessary skills to oversee and develop the Company's activities and to lay the foundations to pursue the long-term interest and sustainability of the Company.

Employees and collaborators are offered opportunities for growth based on merit, professional skills and participation in the company's development processes, including through an automatic, scheduled system that allows periodic performance evaluation and position review.

In line with BasicNet's philosophy, employees' working conditions play a decisive role, alongside compensation, in fostering a sense of belonging to the Group and building corporate identity, which in turn is recognised as a critical success factor. Working activities are carried out at sites designed to put the person at the centre, where they can enjoy a series of services and spaces that are ideal for both work and group recreation.

Additional information about BasicNet's policies regarding the management of social and Human Resourcesrelated issues can be found in the Consolidated Non-Financial Report, included in the Directors' Report, published at www.basicnet.com, Financial data/Financial Statements section.

d. Details of independent experts involved in the preparation of the Remuneration Policy

No independent experts were utilised in the preparation of the Remuneration Policy.

e. Purpose of the Remuneration Policy, its underlying principles, its duration, and, in the event of a review, a description of the changes from the Remuneration Policy last submitted to the Shareholders' Meeting and how such review takes into account the votes and evaluations cast by shareholders at that Meeting or thereafter.

BasicNet S.p.A.'s remuneration policy, described below, has been prepared with reference to the year 2024.

The purpose of the Remuneration Policy is to establish in the Company's interest a remuneration that is adequate to attract, retain and motivate Executive Directors and Senior Executives with the professional qualities required to successfully oversee the management of the Company and the Group and to align the interests of the Human Resources with the pursuit of the priority objective of creating value for all stakeholders in the medium to long term.

At its meeting on March 8, 2024, having consulted the Remuneration Committee, the Board of Directors therefore resolved to submit to the BasicNet Shareholders' Meeting of April 16, 2024, the proposal to introduce a share-based remuneration and incentive plan to retain or attract individuals who play or will play significant roles in the pursuit of the Company's long-term interests and sustainability.

The remuneration policy, which is in line with BasicNet's Human Resources management philosophy, is centred on fostering a strong sense of belonging to the Group. This sense of belonging is fostered by and reflecting in the workplaces themselves, where offices, residences, stores and services, and gathering areas coexist. The principles underlying the Remuneration Policy follow from the Company's philosophy regarding human resource management:

• (i) fixed remuneration adequately remunerates the performance of the Executive Directors and Senior Executives identified by the Board of Directors of BasicNet S.p.A.;
• (ii) the loyalty and protection of the Group's staff is ordinarily encouraged through the development of internal professional growth, a working environment organised with an eye to following the principles of human living (residence, work and leisure) with the desire to satisfy the "basic" needs of the individual, and the recognition of employee services (e.g. free parking, discounts on purchases of company products, gyms, and museum access, catering services and home delivery of meals when working remotely, a help desk for parcel collection, and delivery service for private errands).
• (iii) potential for short-term ex-post rewards for exceptional performance, consistent with the Group's corporate culture. The Board of Directors, having consulted with the Remuneration Committee (or the Chairperson, or the Vice-Chairperson responsible for each operational function, the .com's, with reference to the other Human Resources of the Group), may grant some form of bonus to Executive Directors and/or Senior Executives (and/or to the other Human Resources of the Group), in the form of one-off payments, in relation to their specific contribution to the achievement, or the achievement, of particular strategic or management results or, even more exceptionally, with the aim of retaining resources, thus rewarding and recognising talent.

This principle involves not adopting short-term incentive systems defined in advance, so as not to make the management decision-making process overly rigid, in a company that is known for its flexibility, speed of action and reaction to seize market opportunities and protect the value generated (a choice that has always been an integral feature of the Company since it first established its organisational model);

(iv) As noted above, the Board, aware that it is equipping itself with an incentive tool in the medium to long term, intends to submit to the Shareholders' Meeting a share plan designed to improve staff loyalty.

The Company has not received guidance on the merits of the Remuneration Policy at the Shareholders' Meeting or in the Chief Executive Officer's interview with investors.

The founding criteria of the remuneration policy, as explained in more detail in the preceding sections, are in line with those of previous years.

f. Description of the policies concerning fixed and variable remuneration components, with specific regard to the identification of the related weight under the scope of total salary and the distinction between the short and medium- to long-term variable components.

Remuneration of the Non-Executive Directors.

The remuneration awarded to the Non-Executive Members of the Board of Directors for their office is fixed by the Shareholders' Meeting upon appointment.

The Board of Directors also awards compensation to Directors who serve on Committees established within the Board of Directors. Directors who are appointed Chairpersons of internal Board committees do not receive any compensation in addition to that received by members serving on Committees.

An insurance policy is in force to cover the third-party liability of the Boards of Directors (General Managers, where appointed, and Senior Executives) deriving from the exercise of their functions and aimed at indemnifying the beneficiaries and the Company from the cost of damages for compensation in that regard, excluding cases of wilful misconduct.

Remuneration of the Executive Directors.

The remuneration structure for Executive Directors makes provision for an additional fee on top of that set by the Shareholders' Meeting for all Directors, which is determined according to the powers assigned to them and the commitment required.

This remuneration, which was approved by the Board of Directors pursuant to paragraph 3 of Article 2389 of the Civil Code, following a proposal by the Remuneration Committee and consultation with the Board of Statutory Auditors, is composed of:

• a fixed remuneration, commensurate with responsibilities and deemed appropriate to remunerate the skills, experience and commitment associated with the position held by each Director/Senior Executive. The fixed component is adequate to remunerate the performance of the Director with delegated powers/Senior Executive in line with the responsibilities of his/her office. These fixed fees have been updated to reflect the increased powers and responsibilities of certain Directors within the Group;
• subject to the absence of any variable remuneration components in the Group remuneration contractual structure, the Board of Directors, on the proposal of the Chairperson, after consultation with the Remuneration Committee and the Related Parties Committee, reserves the right to establish an additional one-off bonus, based on particular results achieved for the sustainable success of the business, or for retention purposes.
• Should the Shareholders' Meeting on April 16, 2024 approve the proposal to establish a remuneration plan based on the free grant of shares, the Executive Directors could be beneficiaries.

g. Policy in relation to non-monetary benefits.

In addition to the fixed component, a number of non-monetary benefits may be conferred, such as, for example, life or health insurance policies for Executive Directors and Senior Executives. In addition, the Chairperson of BasicNet S.p.A., for the duration of his/her mandate, is granted use of a property located within the "BasicVillage" in Turin called "Foresteria – loft People on the move." The Company provides Human Resources with the use of company-owned vehicles, including for non-exclusive private use.

h. With reference to the variable components, a description of the performance and financial and nonfinancial targets, and where appropriate taking into account the criteria relating to corporate social responsibility, on the basis of which they are assigned, distinguishing between short-term and medium/long-term variable components, and information on the link between the change in results and the change in remuneration.

The Board meeting of March 8, 2024 also approved the submission to the Shareholders' Meeting of a remuneration plan called the "2024-2027 Stock Grant," to be executed through the free allocation of shares, as an incentivisation and retention tool for those individuals who - in the opinion of the implementing executive board - may be considered strategic for the Company in contributing to its growth, development and value creation. Subject to and upon the outcome of the relevant Shareholders' Meeting approval, this instrument would introduce a variable component of medium- to long-term remuneration from 2024.

The means of implementing the Plan are established by the Executive Board, understood as the Company's Board of Directors or one or more of its members to whom the Board of Directors has delegated, in whole or in part, the implementation of the Plan pursuant to the Shareholders' Meeting resolution.

The plan that is the subject of the Board of Directors' proposal has the following features:

• its purpose is the free grant of a maximum total of 2,000,000 (two million) Rights granting Beneficiaries the right to receive a maximum total of 2,000,000 (two million) BasicNet Shares, subject to the fulfilment of the Vesting Conditions.
• the Beneficiaries are the Employees and Directors of the Company and Subsidiaries, as identified from time to time by the Executive Board;
• the number of Rights to be granted to each Beneficiary under the Plan will be determined by the Delegated Board on the basis of, among other criteria: the significance of their role within the Group; the importance of maintaining the relationship with the Beneficiary; the Beneficiary's contribution to the Company's value creation; the Beneficiary's talent and potential; and the Beneficiary's expertise and knowledge of the sector in which the Group operates;
• the Vesting Conditions may be set within a minimum period of two years and a maximum of five years;
• the vesting of the Rights is subject to the Vesting Conditions established for each Beneficiary, at the discretion of the Executive Board. The Conditions may consist of the retention target alone or may include, along with the retention target, performance and/or personal and/or sustainability targets;
• it is divided into four Performance Periods that may last a minimum of two years and a maximum of five years each. Rights may be granted during the periods indicated below:

by December 31, 2024 (First Grant Period); and thereafter

by December 31, 2025 (Second Grant Period); and thereafter

by December 31, 2026 (Third Grant Period); and thereafter

by December 31, 2027 (Fourth Grant Period).

The allocation of the Shares to the beneficiary will be subject to verification that the Targets set out in the Grant Letter have been achieved.

The plan does not provide for lock-up or clawback clauses.

The 2024-2027 Plan disclosure document, drawn up as per Article 84-bis and Annex 3A, Table 7 of the Issuers' Regulation, is available on the Company website www.basicnet.com.

i. Criteria used to assess the performance targets underlying the grant of shares, options, other financial instruments or other variable components of remuneration, specifying the extent of the variable components to be paid according to the level of achievement of the objectives

At the date of approval of this report, the Group has not launched any incentive plans based on the allocation of financial instruments or other variable components of any kind upon achievement of performance targets.

For information regarding the Share Plan, see letter h) above.

j. Information highlighting the contribution of the Remuneration Policy, and in particular the policy on variable remuneration components, the Company's strategy, the pursuit of long-term interests and the sustainability of the Company.

The structure of fixed remuneration is designed to lead to responsible conduct geared towards the sustainable development of the business, pursuing medium/long-term interests on the basis of corporate strategies, enabling action to be rapidly redirected in the face of unforeseen events or opportunities. This approach avoids the rigidity that goes with incentivising conduct by concluding contracts containing predetermined and specific objectives to which variable remuneration is linked. The fixed remuneration is in line with the market and the powers assigned in the context of the specific organisational structures used by the Company and the actual commitment required, and does not need to be supplemented with short-term variable components in order to be considered adequate. This remuneration strategy creates participation and tension in the achievement of the Company's results by nurturing the sense of belonging to the Group which, as highlighted above, is the pillar of BasicNet's strong identity and corporate culture, which in turn drives the Company's sustainability. Any variable fees are awarded after the fact and on a one-off basis, following the achievement of particularly positive results aimed at increasing the medium/long-term growth prospects of the Company or ensuring its ability to remain in the market.

In the same vein, and as explained in paragraph h) above, the Board's proposal to approve a remuneration plan to be enacted through the free allocation of shares as an incentive and loyalty-building tool seeks to engage individuals who may be strategic for the Company in contributing to its growth, development and the creation of sustainable value in the medium to long term.

k. Vesting periods, any systems of deferred payment and indexing of deferred payments and the criteria utilised for the determination of these periods and, if established, ex-post correction mechanisms of the variable component (malus or clawback).

There are no contractual clauses allowing the Company to ask for the repayment, in full or in part, of variable components of the remuneration paid, including in light of the anticipated allocation of any portion of additional remuneration ex post, on the basis of audited financial statements approved by the Shareholders' Meeting.

l. Clauses for the maintenance in portfolio of financial instruments after their acquisition: maintenance periods and criteria utilised for the establishment of this period.

This provision is not applicable to the Group's remuneration policies.

For information regarding the Share Plan, see letter h) above.

m. Policy relating to benefits on termination of office, with specification of the circumstances giving rise to such rights and any link between this benefit and the Company performance.

The Board, on the indication of the Shareholders' Meeting, and where the Meeting itself has not decided, establishes the amount of Termination Indemnity through an annual allocation, also provided through a leading insurance company, on behalf of the Company, of an insurance policy, related to an annual constant premium of an amount equalling the amount of the post-employment benefit, in favour of the Chairperson. The Board of Directors has the power to issue any non-competition agreements with the Executive Directors for a specific period following the conclusion of their mandate, providing for appropriate remuneration for this in line with market practices.

n. Insurance coverage, social security or pension payments, other than obligatory payments.

Insurance coverage, social security or pension payments, other than the obligatory payments, are not provided for, with the exception of any non-monetary benefits represented by life or supplementary health policies.

A third-party D&O - Directors' & Officers' Liability civil liability policy covers the Directors, Statutory Auditors and Executives for circumstances relating to the exercise of their functions, excluding incidences of fraud. This concerns insurance cover (structurally not consisting of consideration) signed independently of the Company for the benefit of all Group Directors and Statutory Auditors in office.

o. Remuneration policy, if any, adopted for (i) Independent Directors; (ii) committee membership; and (iii) Chairperson of the Board of Directors and Vice-Chairpersons

Independent Directors do not receive compensation that differs from the remuneration for their office paid to the other members of the Board of Directors.

The remuneration of the Control and Risks Committees is decided by the Board of Directors on the proposal of the Remuneration Committee, having consulted the Board of Statutory Auditors. The remuneration of the Remuneration Committee is decided by the Board of Directors, having consulted the Board of Statutory Auditors. There is no additional remuneration for Chairpersons of the internal Board committees.

The Chairperson of the Board of Directors receives significantly higher remuneration than the other Directors (executive and non) in view of the powers delegated and of the importance of the specific and autonomous role compared to that of the other Directors in relation to the direction and governance oversight on driving sustainable growth, and thus in view of the powers, duties and responsibilities entrusted to the Chairperson's office.

Vice-Chairpersons who are also Chief Executive Officers for this term of office receive remuneration in line with that of the other Executive Directors, which also takes into account the operational powers they hold in the Group's strategic companies.

p. Remuneration policy established using the policies of other companies as a benchmark, and the criteria utilised for the choice of these companies.

For the setting of the remuneration policy, BasicNet did not refer to the remuneration policies of other companies.

q. Exceptions from the Remuneration Policy in the presence of exceptional circumstances, and subject to the provisions of Regulation No. 17221 of March 12, 2010, any further procedural conditions under which departures may be applied.

Given the lack of ex-ante definition of short-term variable remuneration components and mechanisms for their recognition, the assignment of any bonuses or additional fixed remuneration components, including the assignment of non-monetary benefits to Directors and Senior Executives, represents a departure from the Remuneration Policy. This departure is implemented by the Board of Directors, after consulting with the Remuneration Committee, the Related Parties Committee and the Board of Statutory Auditors.

Remuneration of the Board of Statutory Auditors

The Remuneration Policy for the Board of Statutory Auditors provides for a fixed fee approved by the Shareholders' Meeting upon appointment. The remuneration takes into account the responsibilities and commitment of the members of the Board of Statutory Auditors and any in-depth analysis of the quantification of the commitment required, submitted by the outgoing Board of Statutory Auditors in view of the Shareholders' Meeting called to determine the remuneration of the Board. There are no variable compensation components in favour of the Board of Statutory Auditors.

A third-party D&O - Directors' & Officers' Liability civil liability policy covers the corporate bodies and the Executives for circumstances relating to the exercise of their functions, excluding incidences of fraud. This concerns insurance cover (structurally not consisting of consideration) signed independently of the Company for the benefit of all Group Directors and Statutory Auditors in office.

SECTION II

First Part

The remuneration of the Directors, Statutory Auditors and Senior Executives is detailed below.

For the purposes of the Remuneration Policy, BasicNet Directors with delegated authority are considered to be Senior Executives with strategic responsibility. There are no Senior Executives at the subsidiaries, as strategic decisions are taken by the Chairperson of the Board of Directors, Vice-Chairpersons, and Chief Executive Officer of BasicNet S.p.A., within the limits of the powers granted to them.

The Board of Directors and the Board of Statutory Auditors at the date of this report comprised:

Board of Directors

		Office held on the Committees
Name	Office held on the Board	Remuneration Committee	Committee Control, Risks and Related Parties Committee
Marco Boglione	Chairperson with proxies
Alessandro Boglione	Vice-Chairperson with proxies
Lorenzo Boglione	Vice-Chairperson with proxies
Maria Boglione	Non-Executive Director
Federico Trono	Chief Executive Officer
Veerle Bouckaert	Executive Director - Company Executive
Piera Braja	Independent and Non-Executive Director	Member	Chairperson
Paola Bruschi	Executive Director- Company Executive
Francesco Calvo	Independent and Non-Executive Director	Member	Member
Cristiano Fiorio	Independent and Non-Executive Director		Member
Monica Gamberoni	Executive Director - Company Executive
Francesco Genovese	Executive Director - Company Executive
Daniela Ovazza	Non-Executive Director	Member
Carlo Pavesio	Non-Executive Director	Chairperson

Board of Statutory Auditors

Name	Office held on the Board
Ugo Palumbo	Chairperson
Gianna Luzzati	Statutory Auditor
Alberto Pession	Statutory Auditor
Simonetta Mattei	Alternate Auditor
Riccardo Garbagnati	Alternate Auditor

The fees reported in Part Two of this Section refer to the 2023 financial year on an accrual basis.

• Remuneration of the members of the Board of Directors

The Shareholders' Meeting of April 13, 2022 resolved to grant an annual fee of Euro 20 thousand gross of withholding taxes, for each of the Directors, in line with the previous mandate.

• Remuneration of Executive Directors

The Board of Directors meeting on April 29, 2022, following the Shareholders' Meeting that appointed the Board for the 2022-2025 mandate, approved the remuneration pursuant to Article 2389 of the Civil Code of the Senior Directors, in accordance with the powers granted, on the proposal of the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors. The fixed fees have been updated to reflect the increased powers and responsibilities of certain Directors within the Group and were attributed as follows:

• − to the Chairperson of the Board of Directors Marco Daniele Boglione:
  • a) remuneration of Euro 1.2 million on an annual basis, a Director's fee of Euro 20,000 on an annual basis before statutory withholdings; and:
  • b) as per the Shareholders' Meeting motion, in line with the previous three-year period, an annual allocation of Euro 500 thousand as Termination Indemnity, proposing the assignment, from a leading insurance company, in the name of the Company, of an insurance policy, related to an annual constant premium of an amount equal to the amount of the termination indemnity approved and the assignment as beneficiary of the capital guaranteed on maturity of the policy the same insured Director, or persons indicated by him in the case of death, granting to these parties the right to receive any gains from the insurance policy, to be considered as supplements of the above-stated indemnity;
  • c) in line with the previous three-year period, a "term-life constant capital" life policy for an insured capital amount of Euro 1.5 million;
  • d) in continuity with the previous three years, the use of the property unit located within the BasicVillage and called "Foresteria - Loft People on the Move" and the recognition of the related expenses, with a normal value of Euro 85 thousand Euro per year;
• − to Vice-Chairperson Alessandro Boglione: remuneration of Euro 355 thousand on an annual basis, before withholding taxes, in addition to his remuneration as an Executive, amounting to Euro 91,000, and to the remuneration for the office of Director, amounting to Euro 20,000 on an annual basis, for a total remuneration of Euro 466,000. Remuneration is received from Group companies in which Alessandro Boglione serves as Chairperson/Chief Executive Officer. Based on the increased commitment to manage the "brand" companies, for which reorganisation has concluded, at its meeting of March 8, 2024 the BasicNet S.p.A. Board of Directors resolved to increase, effective January 1, 2024, annual remuneration from Euro 355 thousand to Euro 455 thousand before withholding taxes, in addition to the remuneration due to him as an Executive and the remuneration for the office of Director, amounting to Euro 20,000 Euro per annum;
• − to Vice-Chairperson Lorenzo Boglione: remuneration of Euro 355 thousand on an annual basis, before withholding taxes, in addition to his remuneration as an Executive, amounting to Euro 91,000, and to the remuneration for the office of Director, amounting to Euro 20,000 on an annual basis, for a total remuneration of Euro 466,000. Remuneration is received from Group companies in which Lorenzo Boglione serves as Chairperson/Chief Executive Officer; Based on the increased commitment to manage the "brand" companies, for which reorganisation has concluded, at its meeting of March 8, 2024 the BasicNet S.p.A. Board of Directors resolved to increase, effective January 1, 2024, annual remuneration from Euro 355 thousand to Euro 455 thousand before withholding taxes, in addition to the remuneration due to him as an Executive and the remuneration for the office of Director, amounting to Euro 20,000 Euro per annum;
• − to Chief Executive Officer Federico Trono: remuneration of Euro 240 thousand on an annual basis, before withholding taxes, in addition to his remuneration as an Executive, amounting to Euro 128,745, and to the remuneration for the office of Director, amounting to Euro 20,000 on an annual basis, for a total remuneration of Euro 388,745. This remuneration will also cover positions on the Board of Directors of other Group companies; Based on the increased commitment to manage the "brand" companies, for which reorganisation has concluded, at its meeting of March 8, 2024 the BasicNet S.p.A. Board of Directors resolved to increase, effective January 1, 2024, annual remuneration from Euro 240 thousand to Euro 290 thousand before withholding taxes, in addition to the remuneration due to him as an Executive and the remuneration for the office of Director, amounting to Euro 20,000 Euro per annum;
• − to Director Paola Bruschi: in addition to gross annual remuneration for the office of Executive of the Company amounting to Euro 138,745 and remuneration for the office of Director amounting to Euro 20,000 on an annual basis, remuneration of Euro 40,000 on an annual basis as the Executive Officer for Financial Reporting at BasicNet S.p.A., for total remuneration of Euro 198,745;
• − to Director Francesco Genovese: gross annual remuneration for the office of Executive of the Company amounting to Euro 120,049, in addition to remuneration for the office of Director amounting to Euro 20,000 on an annual basis, for a total of Euro 140,049;
• − to Director Veerle Bouckaert: gross annual remuneration for the office of Executive Director of the Company of Euro 114,000, in addition to the confirmation of the annual fee of Euro 10 thousand on an annual basis for the office of Executive Director of Kappa S.r.l. and the remuneration for the office of Director of Euro 20,000 on an annual basis, for a total of Euro 144,000.

• Remuneration for Committee attendance

Each member of the Remuneration Committee and the Control and Risks and Related Parties Committee receives a fixed fee of Euro 5 thousand gross annually before withholding taxes, determined at the Board of Directors' meeting of April 29, 2022 (in continuity with the previous mandate).

• Non-monetary benefits

Pertains to the Chairperson of the Board of Directors, as listed in the previous item.

• Termination Indemnity

Pertains solely to the Chairperson of the Board of Directors as set out in Section I of this Report, as listed in the preceding paragraph.

• Indemnity of the Directors in the event of dismissal or termination of employment following a public tender offer.

Regards Group Executives (also Directors) as legally required under Article 2120 of the Civil Code.

• Exceptions to the Remuneration Policy

With the favourable opinion of the Remuneration Committee, the Related Parties Committee, and the Board of Statutory Auditors, the Board of Directors' of March 8, 2024 resolved to award, in view of the work carried out in 2023 that laid the foundation for medium- to long-term growth:

• to Lorenzo Boglione, who is the Company's Vice-Chairperson of Operations and holds senior operational positions in several other Group companies, a one-off bonus of Euro 100 thousand before withholding taxes;
• to Alessandro Boglione, who is the Company's Vice-Chairperson of Operations and holds senior operational positions in several other Group companies, a one-off bonus of Euro 100 thousand before withholding taxes;
• to Federico Trono, who is the Company's Chief Executive Officer and holds senior operational positions in several other Group companies, a one-off bonus of Euro 50 thousand before withholding taxes;

Change in trends relating to the remuneration and compensation paid by the Company

Remuneration paid to members of the Administrative and Control Boards

The following tables provide comparison information, from 2019, of annual changes:

• in the total remuneration paid to Executive Directors for each financial year,
• in the Company's results,
• in the average annual salary, benchmarked to the Company's full-time employees excluding Directors

Directors	Change 2023/2022	Change 2022/2021	Change 2021/2020	Change 2020/2019
Marco Boglione - Chairperson & Chief Executive Officer (1)	3.2%	-2.0%	12.3%	2.6%
Lorenzo Boglione - Vice-Chairperson and Chief Executive Officer (2) (3)	-20.6%	95.3%	30.4%	52.2%
Alessandro Boglione - Vice-Chairperson and Chief Executive Officer (2) (3)	-20.6%	95.3%	30.4%	52.2%
Federico Trono - Chief Executive Officer (2) (4)	-20.0%	-9.3%	38.7%	29.8%
Paola Bruschi - CFO and Executive Officer for Financial Reporting (2)	1.0%	-0.5%	-0.3%	6.6%
Veerle Bouckaert - Executive Director (2) (5)	7.5%	18.7%	-25.6%	43.9%
Francesco Genovese - Executive Director (2)	7.7%	19.3%	39.3%	9.6%

1) In 2021, benefited from a one-off bonus of Euro 200,000

2) Including executive compensation

3) In 2020, benefited from a one-off bonus of Euro 70,000, and in 2023, benefited from a one-off bonus of Euro 50,000 paid by K-Way S.p.A. and Euro 200,000 paid by BasicNet S.p.A. (approved in 2023, accruing in 2022) regarding results achieved in 2022. In 2023, benefited from a one-off bonus of Euro 100,000 (approved in 2024, accrued in 2023). The other increases relate to the assumption of the position of Chief Executive Officer in some strategic Group companies.

4) In 2021, benefited from a one-off bonus of Euro 150,000, and in 2022, benefited from a one-off bonus of Euro 100,000 paid (approved in 2023, accruing in 2022) regarding results achieved in 2022. In 2023, benefited from a one-off bonus of Euro 50,000 (approved in 2024, accrued in 2023).

5) In 2020, benefited from a one-off bonus of Euro 40,000

Remuneration for Non-Executive Directors and for participation on internal Board committees did not change during the reporting periods. The changes relate to the variations in Directors and internal Board committees compared to previous years.

The remuneration of the Board of Statutory Auditors did not change during the reporting periods. The changes relate to the variations in the Board of Statutory Auditors compared to previous years.

Company Results

A comparison of the Company's income indicators is set out below.

Indicator (1)	Change 2023/2022	Change 2022/2021	Change 2021/2020	Change 2020/2019
Consolidated revenues	+2.7%	+30.0%	+14.1%	-15.0%
EBITDA	-4.6%	+37.8%	+123.2%	-53.4%
Consolidated net profit	-18.8%	+47.8%	+136.9%	-59.2%

(1) Data taken from BasicNet's consolidated financial statements.

Average remuneration, calculated on a full-time equivalent basis, of employees other than members of administrative and control bodies

The average remuneration of BasicNet S.p.A.'s employees, other than members of the administrative and control boards, rose 5.8% in 2023 compared to the previous year. In 2022, in order to support the workforce and their families in the face of rising living costs, the Group introduced an extraordinary welfare initiative equal to one month's salary.

Average employee remuneration other than members of the Board of Directors and Board of Statutory Auditors	Change 2023/2022	Change 2022/2021	Change 2021/2020	Change 2020/2019
Average remuneration (1)	+5.8%	6.8%	+3.6%	-8.6% (2)

(1) Calculated based on the average monthly salary of full-time employees, including bonuses quantified with reference to the vesting year:

(2) The figure takes into account the effects of the Extraordinary Temporary Lay-off Scheme introduced during the COVID-19 emergency.

***

Table 1 – Remuneration paid to Directors, Statutory Auditors, General Managers and other Senior Executives.

The following table breaks down the remuneration of Directors, Statutory Auditors and General Managers. Separate indication is provided of remuneration received from subsidiaries and/or associated companies. Remuneration concerns that accrued in the year. Termination indemnity is indicated for the period in which it matured, even if not paid, for those terminated during the year or for those reaching the end of mandate and/or contract.

Name	Office held	Period of office		Concl. of office Fixed remun.	Remun. for committee attendance	Bonuses and other incentives	Profit sharing	Non- monetary benefits	Other remun- eration	Total	Benefits on conclusion of office
Directors
Marco Boglione (1)	Chairperson	01/01/2023-31/12/2023 2024 Accounts	approv.
(i) Remuneration from company preparing the accounts				1,220,000					137,775 500,000	1,857,775
(ii) Remuneration from subsidiaries and associates
Total				1,220,000					137,775 500,000	1,857,775
Lorenzo Boglione (2)	Director Vice-Chairperson and Chief Executive Officer	01/01/2023-31/12/2023 2024 Accounts	approv.
(i) Remuneration from company preparing the accounts (ii) Remuneration from subsidiaries and associates				114,012 355,000		100,000				214,012 355,000
Total				469,012		100,000				569,012
	Director
Alessandro Boglione (3)	Vice-Chairperson and Chief Executive Officer	01/01/2023-31/12/2023 2024 Accounts	approv.
(i) Remuneration from company preparing the accounts				114,012		100,000				214,012
(ii) Remuneration from subsidiaries and associates Total				355,000 469,012		100,000				355,000 569,012
			approv.
Federico Trono (4)		Chief Executive Officer
(i) Remuneration from company preparing the accounts (ii) Remuneration from subsidiaries and associates				391,776		50,000				441,776
Total				391,776		50,000				441,776
Maria Boglione (5)	Director		approv.
		01/01/2023-31/12/2023 2024 Accounts
(i) Remuneration from company preparing the accounts (ii) Remuneration from subsidiaries and associates				20,000						20,000
Total				20,000						20,000
Piera Braja (6)			approv.
(i) Remuneration from company preparing the accounts	Independent Director	01/01/2023-31/12/2023 2024 Accounts
(ii) Remuneration from subsidiaries and associates				20,000	10,000					30,000
Total				20,000	10,000					30,000
Veerle Bouckaert (7)	Director	01/01/2023-31/12/2023 2024 Accounts	approv.
(i) Remuneration from company preparing the accounts				136,644						136,644
(ii) Remuneration from subsidiaries and associates				10,000						10,000
Total				146,644						146,644
Paola Bruschi (8)	Director	01/01/2023-31/12/2023 2024 Accounts	approv.
(i) Remuneration from company preparing the accounts				201,829						201,829
(ii) Remuneration from subsidiaries and associates
Total			approv.	201,829						201,829
Francesco Calvo (9)	Independent Director	13/04/2022-31/12/2022 2024 Accounts
(i) Remuneration from company preparing the accounts				20,000	10,000					30,000
(ii) Remuneration from subsidiaries and associates Total				20,000	10,000					30,000
			approv.
Cristiano Fiorio (10)	Independent Director	01/01/2023-31/12/2023 2024 Accounts
(i) Remuneration from company preparing the accounts (ii) Remuneration from subsidiaries and associates				20,000	5,000					25,000
Total				20,000	5,000					25,000
Monica Gamberoni (11)	Director		approv.
(i) Remuneration from company preparing the accounts		01/01/2023-31/12/2023 2024 Accounts								78,979
(ii) Remuneration from subsidiaries and associates				78,979
Total				78,979						78,979
Francesco Genovese (12)	Director	01/01/2023-31/12/2023 2024 Accounts	approv.
(i) Remuneration from company preparing the accounts [ii) Remuneration from subsidiaries and associates				142,679						142,679
				142,679						142,679
			approv.
Daniela Ovazza (13)	Director	01/01/2023-31/12/2023 2024 Accounts
(i) Remuneration from company preparing the accounts				20,000	5,000					25,000
(ii) Remuneration from subsidiaries and associates
Total			approv.	20,000	5,000					25,000
Carlo Pavesio (14)	Director	01/01/2023-31/12/2023 2024 Accounts
(i) Remuneration from company preparing the accounts				20,000	5,000					25,000
(ii) Remuneration from subsidiaries and associates Total				20,000	5,000					25,000
Grand total				3,239,931	35,000	250,000		-	137,775 500,000	4,162,705

		Description of office
Name	Office held	Period of office	Concl. of office	Fixed Remuneration	Remun. for committee attendance	Bonuses and other incentives	Profit sharing	Non- monetary benefits	Other Remun- eration	Total	Benefits on conclusion of office
Ugo Palumbo	Chairperson	01/01/2023-31/12/2023	approv. 2024 Accounts
i) Remuneration from company preparing the accounts				36,000						36,000
[ii) Remuneration from subsidiaries and associates
Total				36,000						24,000
Gianna Luzzati	Statutory Auditor	01/01/2023-31/12/2023	approv. 2024 Accounts
[i] Remuneration from company preparing the accounts				24,000						24,000
[ii) Remuneration from subsidiaries and associates
Total				24,000						24,000
Alberto Pession (15)	Statutory Auditor	01/01/2023-31/12/2023	approv. 2024 Accounts
i) Remuneration from company preparing the accounts				24,000						24,000
(ii) Remuneration from subsidiaries and associates				24,200						24,200
Tota				48,200						48,200

• 1) The remuneration from Basicnet includes the Euro 20,000 (before withholding taxes) awarded by the Shareholders' Meeting for the office of Director, and Euro 1,200,000 (before withholding taxes) as Executive Chairperson of the Company. "Non-monetary benefits" relate to a "term-life constant capital" life policy for an insured capital amount of Euro 1.5 million and for Euro 52,775 the use of the residential unit located at the "BasicVillage" called "Foresteria – Loft People on the Move" and the relative expenses, of a normal value of Euro 85 thousand annually. "Other remuneration" relates to the annual allocation of Termination Indemnity.
• 2) The remuneration from BasicNet includes the Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director and remuneration as a Company Executive. Remuneration from other companies is received as Executive Director of Kappa S.r.l. for Euro 255,000 and Chief Executive Officer of K-Way S.p.A. for Euro 100,000. In 2024, he was paid a one-off bonus of Euro 100,000 in relation to the results achieved in 2023.
• 3) The remuneration from BasicNet includes the Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director and remuneration as a Company Executive. Remuneration from other companies is received as Chief Executive Officer of BasicItalia S.r.l. for Euro 255,000 and of K-Way S.p.A. for Euro 100,000. In 2024, he was paid a one-off bonus of Euro 100,000 in relation to the results achieved in 2023.
• 4) Remuneration includes the Euro 20,000 (before withholding taxes) awarded by the Shareholders' Meeting for the office of Director, the remuneration of Euro 240,000 (before withholding taxes) as Chief Executive Officer of the Company and remuneration as an Executive of the Company. In 2024, he was paid a one-off bonus of Euro 50,000 in relation to the results achieved in 2023.
• 5) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director
• 6) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes) and the Control and Risks and Related Parties Committee (Euro 5,000 before withholding taxes).
• 7) The remuneration from BasicNet includes the Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director and remuneration as a Company Executive. The remuneration from other companies is received as Executive Director of Kappa S.r.l.
• 8) The remuneration from BasicNet includes Euro 20,000 gross of withholding taxes allocated by the Shareholders' Meeting for the office of Director, the remuneration as an Executive of the Company and for the position of Executive Officer for Financial Reporting (Euro 40,000 before withholding taxes), allocated by the Board of Directors meeting of April 29, 2022.
• 9) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes) and the Control and Risks and Related Parties Committee (Euro 5,000 before withholding taxes).
• 10) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes).
• 11) The remuneration from BasicNet includes the Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director and remuneration as a Company Executive, with reference to the entire year.
• 12) The remuneration from BasicNet includes the Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting and remuneration as a company Executive.
• 13) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes).
• 14) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes).
• 15) Remuneration from subsidiaries received as Statutory Auditor of the subsidiaries BasicVillage S.p.A. (Euro 4,200 before withholding taxes), BasicItalia S.r.l. (Euro 5,000 before withholding taxes) and K-Way S.p.A. (Euro 15,000 before withholding taxes).

Table 2 - Investments held by the members of the Board of Directors and Control Boards and by Senior Executives

The following table shows the equity investments in BasicNet S.p.A. held by the members of the Management and Supervisory Bodies and Senior Executives.

Name	Office	nvestee	Number of shares held at end of 2022	Number of shares purchased	Number of shares sold	Number of shares held at end of 2023
Marco Boglione(*)	Chairperson	BasicNet	20,517,733			20,517,733
Lorenzo Boglione	Director	BasicNet	21,580			21,580
Alessandro Boglione	Director	BasicNet	14,604			14,604
Carlo Pavesio	Director	BasicNet	100,000			100,000

(*) of which 20,206,065 shares held through the subsidiary BasicWorld S.r.l. and 311,668 held directly.

For the Board of Directors

The Chairperson

Report of the Board of Directors on point 4 of the Agenda

4. Authorization to purchase and dispose of treasury shares. Resolutions thereon.

Dear Shareholders,

this report was prepared by the Board of Directors in compliance with Article 125-ter of Legislative Decree No. 58 of February 24, 1998 ("CFA"), in addition to Articles 73 and 84-ter of Consob Regulation No. 11971/1999 and amendments and supplements ("Issuers' Regulation")-, to outline and submit for the approval of the Shareholders' Meeting the request for authorisation to purchase and dispose of treasury shares, in accordance with Articles 2357 and 2357-ter of the Civil Code, Article 132 of the CFA and Article 144-bis of the Issuers' Regulation, all in view of the rationale and according to the means and terms outlined below.

We remind you that the previous authorisation to purchase and dispose of treasury shares was approved by the Shareholders' Meeting held on April 13, 2023, and that this authorisation concludes on the approval of the financial statements at December 31, 2023, with no time limit with regard to the authorisation to dispose of treasury shares.

1. Rationale underlying the authorisation request

The Board of Directors considers it beneficial to request a new authorisation from the Shareholders' Meeting to carry out any purchase or disposal of treasury shares to:

• − equip the Company with a portfolio of treasury shares to be used as consideration in any future corporate transactions with third parties, or by pledging them as collateral in financial transactions;
• − remunerate shareholders in specific market situations, within the limits established by current legislation;
• − take opportunities to create value, and to use liquidity efficiently in relation to market trends;
• − subsequently cancel the treasury shares, according to the terms and procedures eventually defined by the competent corporate bodies;
• − service any incentivisation and retention plan adopted by the Company;
• − to carry out any other action that the competent Authorities may deem to be market practice.

In any event, the aforementioned transactions shall be carried out within the limits provided for by applicable law and, where applicable, in accordance with the market practices permitted by the supervisory authority pursuant to and for the purposes of Article 13 of Regulation (EU) No. 596/2014 ("MAR") in force at the time.

2. Maximum number, category and nominal value of the shares to which the authorisation refers

We propose in accordance with Articles 2357 and 2357-ter of the Civil code, to authorise the Board of Directors to:

• − purchase, in one or more tranches, a maximum number of ordinary shares whose number, taking into account those already held by the Company, does not exceed 20% of the share capital;
• − dispose of treasury shares purchased in accordance with this motion, in addition to those already held by the Company;
• − allocate the treasury shares purchased in accordance with this motion, as well as those already held by the Company, to the service of any incentivisation and retention plan adopted by the Company.

3. Information useful for establishing the maximum limit to which authorisation refers

As at the date of this report, the share capital totals Euro 31,716,673.04 and is divided into 54,000,000 ordinary shares without par value (including 4,398,200 treasury shares on March 8, 2024 and 4,439,400 treasury shares in portfolio at the date of issue of this report).

The purchase and disposal transactions regarding treasury shares will be carried out in compliance with Articles 2357 and subsequent of the Civil code and Article 132 of the CFA: in such an amount that, at any given time these treasury shares do not exceed overall 20% of the share capital, while also within the limits of the retained earnings and available reserves of the last financial statements approved, with the consequent setting up, in accordance with Article 2357-ter, paragraph 3 of the Civil Code, of an undistributable reserve of an amount of the treasury shares from time to time acquired.

The amount of distributable profits and available reserves shall be assessed at the time of undertaking purchases.

4. Duration of the authorisation

The authorisation to purchase is requested for a period beginning from the date of this Shareholders' Meeting and which will continue until the Shareholders' Meeting called to approve the 2024 financial statements, without further time limits concerning the authorisation to dispose of treasury shares.

During the eventually agreed authorisation period, the Board of Directors may proceed with the authorised transactions on one or more occasions and at any time, to an extent and at times which may be freely established in compliance with the applicable rules and with the graduality deemed to be in the interest of the Company.

5. Minimum and maximum purchase price

We propose that purchases be undertaken at a unitary price of not more than 20% above or below the listed share price on conclusion of the trading session preceding every single transaction, or on the date on which the price is set, in compliance with the conditions established by Delegated Regulation (EC) No. 596/2014 and the related implementing provisions.

With regards to the consideration for the disposal of treasury shares, this shall be established by the Board of Directors, also in compliance with the applicable regulation and according to the criteria and conditions that take account of the execution methods employed, the movement in the price of the share in the period preceding the transaction, the nature of the transaction and the interest of the Company.

6. Manner to execute purchase and disposal transactions

Purchases may be carried out, on one or more occasions, in compliance with the principle of equal treatment of shareholders, in accordance with Article 132 of the CFA and with the legal and regulatory provisions in force at the time they are carried out.

Specifically, purchases may be made:

• a) through a public purchase or exchange offer;
• b) on regulated markets, in accordance with the operating methods set out in the regulations for the organisation and management of these markets, which do not allow the direct matching of buy orders with predetermined sell orders;
• c) by granting shareholders, in proportion to the shares held, a put option to be exercised within a period of time established in the Shareholders' Meeting motion authorising the purchase programme;
• d) according to the means established by market practices permitted by Consob as per Article 13 of Regulation (EU) No. 596/2014.

Where convenient for the Board of Directors, treasury shares may be purchased according to methods differing from those indicated above, as long as they are permitted and/or compatible with the applicable legislative and regulatory rules, taking account of the need to comply with the principle of the equal treatment of shareholders.

Disposals may be executed by any means deemed necessary or appropriate in achieving the purpose for which the transaction is carried out, and therefore also outside the market or as part of corporate transactions.

7. Useful information, where the purchase operation is instrumental to the reduction of the share capital by cancelling treasury shares

The purchase transactions will not be instrumental to the reduction of the Company's share capital by cancelling the treasury shares purchased.

PROPOSAL

Dear Shareholders,

in light of that stated above, we propose the following motion:

"The Ordinary Shareholders' Meeting of BasicNet S.p.A.,

• − taking account of the provisions of Articles 2357 and subsequent of the Civil code, 132 of Legislative Decree No. 58/1998 ("CFA") and Article 144-bis of Consob Regulation No. 11971/1999 and subsequent amendments and supplements (the "Issuers' Regulation");
• − having noted the Board of Directors' Illustrative Report, prepared pursuant to Articles 125-ter of the CFA and 73 of the Issuers' Regulation (the "Report");
• − having reviewed the Illustrative Report prepared by the Board of Directors and the proposals contained therein;
• − acknowledging the opportunity to grant authorisation for the purchase and disposal of treasury shares for the purposes and according to the means indicated in the Report;

RESOLVES

• 1. to authorise the Board of Directors to purchase, on one or more occasions, a maximum number of ordinary shares which, taking account of those already held by the Company, does not exceed the legal limits, for a period beginning from the date of this Shareholders' Meeting and extending until the date of the Shareholders' Meeting called to approve the 2024 Annual Accounts, with no further time limits. Purchases may be made to:
  2. (a) equip the Company with a portfolio of treasury shares to be used as consideration in any future corporate transactions with third parties, or by pledging them as collateral in financial transactions;
  3. (b) remunerate shareholders in specific market situations, within the limits established by current legislation;
  4. (c) take opportunities to create value, and to use liquidity efficiently in relation to market trends;
  5. (d) subsequently cancel the treasury shares, according to the terms and procedures eventually defined by the competent corporate bodies;
  6. (e) to carry out any other action that the competent Authorities may deem to be market practice.
• 1. to grant to the Board of Directors the broadest range of powers to execute the purchase transactions, according to the means indicated at point 6 of the Report, at a unitary price of not more than 20% above or

below the listed share price on conclusion of the trading session preceding every single transaction, or on the date on which the price is set; all in compliance with the applicable legal and regulatory provisions, including, where applicable, the market practices allowed by the regulation applicable at the time;

• 1. to authorise the Board of Directors to dispose of, without further time limits, the shares held in portfolio, on one or more occasions (and also before completing the purchases), for the purposes illustrated in the Report and according to the means permitted by the applicable regulation, with the faculty of the Board of Directors to establish on a case by case basis, considering the purposes pursued and the nature of the transaction, the terms, means and conditions to utilise the treasury shares, including to service them for any future incentivisation and retention plans adopted by the Company in the terms and conditions established therein;
• 1. to grant to the Board of Directors and, on its behalf the Chairperson and Chief Executive Officer in office, separately and with the faculty to sub-delegate, all powers necessary to execute these motions.

Turin, March 8, 2024

for the Board of Directors

The Chairperson

Report of the Board of Directors on point 5 of the Agenda

5. Approval of the 2024-2027 Stock Grant Plan. Resolutions thereon.

Dear Shareholders,

At its meeting of March 8, 2024, the Board of Directors resolved to submit for approval to the BasicNet Shareholders' Meeting of April 16, 2024, the introduction of an incentive plan providing for the free allocation, to employees and Directors of the Group headed by the Company, of a maximum of 2,000,000 (two million) ordinary shares of the Company – called the "2024 - 2027 Stock Grant" (the "Plan").

The Plan is for the Directors and employees of the BasicNet Group who will be identified, from among the members of the Board of Directors and employees of BasicNet S.p.A. and the companies it - directly or indirectly controls with the aim of incentivising them, retaining their loyalty and setting the conditions for attracting additional talented people.

Aspects relating to the implementation of the Plan will be defined by the Board of Directors and, among them, the identification of the Beneficiaries - with the express right to sub-delegate to one or more members of the Board of Directors, based on the powers to be granted by the Shareholders' Meeting.

The maximum total number of BasicNet shares to service the Plan is 2,000,000 ordinary shares, equivalent to 3.7% of the Company's share capital (which totals Euro 31,716,673.04, divided into 54,000,000 ordinary shares without par value), to be drawn from the Company's treasury share portfolio. In this regard we note that, at the date of this Report, the Company holds 4,398,200 treasury shares in portfolio.

Since the Plan is based on the allocation of ordinary shares held in the Company's portfolio, it will not lead to dilutive effects on BasicNet's share capital.

Information regarding the aforementioned share-based incentive plan are detailed in accordance with the guidance provided for the prospectus under Schedule No. 7 of Annex 3A to the Issuers' Regulation issued by Consob.

The information resulting from the resolutions that - subject to the approval of the Plan by the Shareholders' Meeting and in compliance with the general criteria set out therein - the Board of Directors shall adopt in order to implement the Plan, shall be provided in the manner and within the time limits set out in Article 84-bis, paragraph 5, letter (a) of the Issuers' Regulation.

The Prospectus is made available to the public at the registered office, on the Company's website www.Basic Net.com (Section www.basicnet.com under the section "Shareholders' Meetings/2024") and on the authorised storage mechanism called ().

Dear Shareholders,

in consideration of that outlined above, we invite you to adopt the following motions:

"The Shareholders' Meeting of BasicNet S.p.A., having viewed and approved the Board of Directors' Illustrative Report and having viewed the prospectus for the "2024-2027 Stock Grant" Plan,

resolves

a) to approve, pursuant to and in accordance with Article 114-bis of Legislative Decree No. 58 of February 24, 1998, the establishment of the "2024-2027 Stock Grant" Plan and authorise the disposal, on one or more occasions, of ordinary shares without par value, up to a total maximum of 2,000,000 (two million) to service the Plan, drawing from the treasury share portfolio;

• b) to confer upon the Board of Directors the powers:
  • (i) to prepare and adopt the regulations of the "2024-2027 Stock Grant" within the limits of the Plan approved by the Shareholders' Meeting; and
  • (ii) to execute the "2024-2027 Stock Grant" Plan, among other matters:
    • (A) to identify the Beneficiaries by name;
    • (B) to determine the number of Rights granted to each Beneficiary;
    • (C) to determine the Retention Target and/or Performance Targets and/or Personal Targets for each Beneficiary, it being understood that in all cases the Beneficiary will be assigned at least the Retention Target,

all with express authority to delegate - in whole or in part - its powers, duties and responsibilities regarding the execution of the Plan to one or more of its members;

• (iii) to prepare and approve documentation related to the implementation of the Plan;
• (iv) to amend the Plan according to the terms set out in Section 3.3 (Existing procedures for the review of the plans, also in relation to potential changes in the underlying targets) of the Prospectus made available to shareholders together with the Board of Directors' Illustrative Report on item 5 on the Agenda.

Turin, March 8, 2024

for the Board of Directors The Chairperson

Report of the Board of Directors on point 1 of the Agenda

1. Proposal to amend Articles 9 (Shareholders' Meetings) and 16 (Board of Directors' Powers and legal representation) of the By-Laws.. Resolutions thereon.

Dear Shareholders,

You have been called in extraordinary session to consider the proposal to amend Articles 9 (Shareholders' Meetings) and 16 (Board of Directors' Powers and legal representation) of the By-Laws.

The proposed amendment of Article 9 (Shareholders' Meetings) concerns the faculty, for the Board of Directors, to stipulate in the Call Notice that the Shareholders' Meetings may be carried out exclusively through the appointed representative, as established by Article 135-undecies.1 of Legislative Decree No. 58/1998, introduced by Article 11 of Law No. 21 of March 5, 2024.

The proposed amendment of Article 16 (Board of Directors and legal representation) concerns the proposal of assignment to the Board of Directors of decisions concerning demergers (further to those regarding mergers previously assigned), in accordance with Articles 2505, 2505-bis, 2506-ter, final paragraph of the Civil code.

The proposed amendments are not among those which, under current regulations, entail the right of withdrawal to shareholders who do not participate in the relevant motion.

Amendment of Article 9

Current Text	Proposed text
Article 9 - Shareholders' Meetings	Article 9 - Shareholders' Meetings
Shareholders' Meetings shall be called at the registered	Shareholders' Meetings shall be called at the registered
office or elsewhere, provided it is in Italy, in the cases and in	office or elsewhere, provided it is in Italy, in the cases and in
the manner prescribed by law, and in any case the annual	the manner prescribed by law, and in any case the annual
ordinary Shareholders' Meeting to approve the financial	ordinary Shareholders' Meeting to approve the financial
statements must be called within one hundred and twenty	statements must be called within one hundred and twenty
days of the close of the fiscal year, or - where the legal	days of the close of the fiscal year, or - where the legal
requirements are met - within one hundred and eighty days	requirements are met - within one hundred and eighty days
of that date. Without prejudice to the convening powers	of that date. Without prejudice to the convening powers
provided by specific legal provisions, the Shareholders'	provided by specific legal provisions, the Shareholders'
Meeting, as resolved by the Board of Directors, shall be	Meeting, as resolved by the Board of Directors, shall be
called by the Chairperson of the Board of Directors or	called by the Chairperson of the Board of Directors or
another Board member delegated for this purpose, or by the	another Board member delegated for this purpose, or by the
Board itself. The call notice, containing the indications	Board itself. The call notice, containing the indications
provided by the applicable laws and regulations, must be	provided by the applicable laws and regulations, must be
published within the terms and in the manner provided by	published within the terms and in the manner provided by
the applicable regulations.	the applicable regulations.
Ordinary and Extraordinary Shareholders' Meetings are	Ordinary and Extraordinary Shareholders' Meetings are
normally held following multiple calls.	normally held following multiple calls.
Where it deems it appropriate, the Board of Directors may	Where it deems it appropriate, the Board of Directors may
establish that both the Ordinary and Extraordinary	establish that both the Ordinary and Extraordinary
Shareholders' Meetings shall be held following a single call,	Shareholders' Meetings shall be held following a single call,
indicating this in the call notice. In the event of a single	indicating this in the call notice. In the event of a single
convocation, the majorities for this purpose prescribed by	convocation, the majorities for this purpose prescribed by
law shall apply.	law shall apply.

Where the Board of Directors deems it appropriate, the
latter may establish that attendance at Shareholders'
Meetings - whether Ordinary or Extraordinary - and the
exercise of voting rights shall take place exclusively through
the Company's appointed representative, indicating this in
the call notice.

Amendment of Article 16

Current Text

Article 16 - Powers of the Board of Directors and legal representation

The Board of Directors is invested with the widest powers of ordinary and extraordinary administration of the Company and it may therefore carry out any and all acts it deems appropriate for attaining the corporate objectives, with the sole exclusion of those attributed by law or the By-Laws to the Shareholders' Meeting - including those which enable enrolments, replacements, postponements or cancellations of mortgages and privileges, both total and partial, in addition to make and cancel transcriptions and annotations of any type, also independently of the payment of the receivables to which these enrolments, transcriptions and annotations refer - excluding only those which are legally reserved for the Shareholders' Meeting.

In accordance with Article 2365, paragraph 2 of the Civil Code, the Board of Directors also has the following duties:

• in accordance with Articles 2505 and 2505-bis of the Civil Code, the resolutions concerning the merger by incorporation of one or more companies in which all or at least 90% of shares are held;

• establishing or closing secondary offices;

• indicating which Directors may represent the Company;

• modifying the company By-Laws in compliance with law;

• reducing the share capital in the event of shareholder withdrawal;

• transferring the registered office within the national territory;

In accordance with Article 2410, paragraph 1 of the Civil Code, any issue of bonds is decided by the Directors.

The Board of Directors, and any executive boards, also have the right to undertake, without a Shareholders' Meeting authorisation, all acts and operations against the objectives of a public tender or exchange offer, from the moment in which the communication in which the decision or the obligation arises to promote the offer was made public until the termination or expiry of the offer.

The Board of Directors, and any executive boards, also has

Proposed text

Article 16 - Powers of the Board of Directors and legal representation

The Board of Directors is invested with the widest powers of ordinary and extraordinary administration of the Company and it may therefore carry out any and all acts it deems appropriate for attaining the corporate objectives, with the sole exclusion of those attributed by law or the By-Laws to the Shareholders' Meeting - including those which enable enrolments, replacements, postponements or cancellations of mortgages and privileges, both total and partial, in addition to make and cancel transcriptions and annotations of any type, also independently of the payment of the receivables to which these enrolments, transcriptions and annotations refer - excluding only those which are legally reserved for the Shareholders' Meeting.

In accordance with Article 2365, paragraph 2 of the Civil code, the Board of Directors also has the following duties: - resolutions regarding mergers or demergers pursuant to Articles 2505, 2505-bis, 2506-ter, last paragraph, of the Civil code;

• establishing or closing secondary offices;

• indicating which Directors may represent the Company;

• modifying the company By-Laws in compliance with law;

• reducing the share capital in the event of shareholder withdrawal;

• transferring the registered office within the national territory;

In accordance with Article 2410, paragraph 1 of the Civil Code, any issue of bonds is decided by the Directors.

The Board of Directors, and any executive boards, also have the right to undertake, without a Shareholders' Meeting authorisation, all acts and operations against the objectives of a public tender or exchange offer, from the moment in which the communication in which the decision or the obligation arises to promote the offer was made public until the termination or expiry of the offer.

the right to implement decisions, not yet implemented in	The Board of Directors, and any executive boards, also has
full or in part and which are not within the scope of the	the right to implement decisions, not yet implemented in
normal activities of the Company, undertaken before the	full or in part and which are not within the scope of the
communication as described above and whose	normal activities of the Company, undertaken before the
implementation could negate the achievement of the	communication as described above and whose
objectives of the offer.	implementation could negate the achievement of the
	objectives of the offer.
Legal representation in dealings with third parties, in	Legal representation against third parties, in addition to the
addition to the use of the company signature, is awarded to	use of the company signature, is awarded to the
the Chairperson of the Board of Directors, and separately,	Chairperson of the Board of Directors, and separately, to
to the Vice-Chairperson and the Chief Executive Officers,	the Vice-Chairperson and the Chief Executive Officers,
whom the Board of Directors may appoint according to	whom the Board of Directors may appoint according to
Article 2381 of the Civil Code.	Article 2381 of the Civil Code.

Dear Shareholders,

should you agree with the proposed changes, we invite you to adopt the following motion: the Extraordinary Shareholders' Meeting of BasicNet S.p.A.,

• having acknowledged the Directors' Illustrative Report and the proposals contained therein:

resolves

• to approve the proposed amendments to Articles 9 (Shareholders' Meetings) and 16 (Board of Directors' Powers and legal representation) of the By-Laws;
• to mandate the Chairperson of the Board of Directors and the Chief Executive Officer, severally, to approve this motion and introduce to it any such amendments, additions or deletions, of a non-substantial nature, as may be required or suggested by the competent authorities.

for the Board of Directors

The Chairperson

Article 1

The present regulation applies to the Ordinary and Extraordinary Shareholders' Meeting. It is filed at the registered offices and available to Shareholders and all those with the right to attend the Shareholders' Meeting. The amendments to the present Regulation were approved by the Ordinary Shareholders' Meeting.

Article 2

Those holding shares in accordance with applicable legislation and the by-laws, or their proxies or representatives, may attend and speak at the Shareholders' Meetings.

Proof of personal identity is required for attendance at the Shareholders' Meeting. Unless otherwise indicated in the Call Notice, the personal identification and the verification of the right to attend takes place at the location of the Shareholders' Meeting at least one hour before the time fixed for the meeting.

Attendees are assured the possibility to follow and take part in the discussion and to exercise their right to vote using the technical methods established on each occasion by the Chairperson.

Those leaving the location of the meeting for whatever reason must communicate such to the Company personnel in charge of the meeting.

Article 3

The Company staff may assist at the Shareholders' Meeting, in addition to Directors and staff of companies belonging to the Group. On the invitation, and however with the consent of the Chairperson, professionals, consultants, financial analysts, university students and qualified and accredited journalists may follow the business of the Meeting, without the right to intervene and vote.

Persons accredited to follow the meeting must report for identification by the Company's appointees at the entrance of the premises where the Meeting is to be held and collect a special badge to be exhibited upon request.

Article 4

The Chairperson directs the business of the Shareholders' Meeting. The Chairperson of the Shareholders' Meeting utilises assistants to verify the voting rights of those attending the Meeting and the propriety of proxies granted.

The Chairperson is assisted by the secretary, appointed by the Shareholders' Meeting on the proposal of the Chairperson, or where necessary or considered beneficial, by a notary. The secretary and the notary may utilise the assistance of trusted persons, also non-shareholders.

The Shareholders' Meeting may be subject to audio/video recording, both for transmission/projection to the rooms of the Shareholders' Meeting or in order to assist the Board in the minute taking and preparation of responses.

The information provided to the Shareholders' Meeting by the Corporate Boards may be communicated also through the company website.

For the management of the voting procedures, the Chairperson of the Shareholders' Meeting may appoint one or more tellers from among attending shareholders, in the number considered most appropriate.

Under the direction of the Chairperson of the Shareholders' Meeting, a sheet of attendees is prepared, in which those who attend on their own behalf, by proxy or in another manner established by law, are indicated, specifying the number of shares held.

Where the necessary number of attendances for the constitution of the Shareholders' Meeting is not reached, the Chairperson of the Shareholders' Meeting, following a lapse of time considered adequate after the time fixed for the beginning of the Shareholders' Meeting, announces such to the attendees, declaring the meeting void and postponing the handling of the matters on the Agenda to the subsequent call.

The business of the Shareholders' Meeting may be suspended if the Chairperson of the Shareholders' Meeting considers such correct, and with the consent of the meeting, for a period of not greater than three hours.

Audio and/or video recording and transmission equipment are not permitted in the rooms of the Shareholders' Meeting without the prior consent of the Chairperson of the Meeting.

Article 5

In handling the matters on the Agenda, the Chairperson, with the consent of the Meeting, may follow a different Agenda from that posted on the Call Notice.

Similarly, a single discussion on two or more points on the Agenda may be held.

The matters are handled by the Chairperson and, on his or her invitation, by the Directors, by the Statutory Auditors, by the employees of the Company and/or the subsidiaries, in addition to any external experts invited.

Except where the Chairperson considers it opportune or where a specific request is presented, approved by the Shareholders' Meeting, the documentation which is filed in advance is not read, which is made available to interested parties as indicated in the Call Notice.

The Chairperson, taking account of the subject matter and importance of the individual items on the Agenda, may establish at the start of the meeting the time to be allotted to each speaker, which must not be less than 10 minutes. Following this period, the Chairperson of the Shareholders' Meeting may invite the speaker to conclude his/her contribution within five minutes.

The Chairperson of the Shareholders' Meeting may remind speakers to comply with the time limits for speaking established in advance and to keep to the matters stated in the Agenda.

Those with voting rights have the right to take the floor on each of the matters under discussion. Those who have already made a contribution may request to take the floor for a second occasion on the same matter only to make a reply or to formulate a voting proposal. Those who wish to take the floor must request such in writing from the Chairperson of the Shareholders' Meeting or the secretary, indicating the matter on the Agenda which the contribution concerns. The request may be presented until the Chairperson of the Shareholders' Meeting has declared the discussion on the matter closed.

The Chairperson and, on his or her invitation, the Directors, Statutory Auditors, employees of the Company and/or subsidiaries, in addition to any external experts invited, respond to orators at the end of all contributions under discussion, or after each contribution, taking account also of any questions drawn up by shareholders before the Shareholders' Meeting, which have not been responded to by the Company.

Article 6

The voting at the Meeting is made by open ballot.

The Chairperson of the Shareholders' Meeting adopts the appropriate measures for the orderly carrying out of votes. The Chairperson of the Shareholders' Meeting may require, according to the circumstances, that the voting on a particular issue is carried out immediately after the closure on the discussion on the issue, or at the end of the discussion of all matters on the Agenda.

The vote must be clear, by the raising of hands or in another matter indicated by the Chairperson at the time of voting, also through the use of technical instruments which support the counting of votes. The votes expressed in a manner other than that indicated by the Chairperson of the meeting are void. If the vote is not unanimous, the Chairperson, on a case by case basis, invites those abstaining and those voting against, if a lesser number than those in favour, to declare or make known, also through the method or instrument indicated, their intention in relation to the vote.

Following the vote and the necessary counting with the support of the tellers and the secretary, the Chairperson proclaims the results of voting.