Pre-Annual General Meeting Information • Jun 21, 2021
Pre-Annual General Meeting Information
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Shareholders are called to the Extraordinary Shareholders' Meeting at the registered office in Turin – Largo Maurizio Vitale, 1, for 9,00 on July 29, 2021 in single call, to consider the single item on the Agenda:
Proposal, formulated pursuant to Article 2367 of the Italian Civil Code by the shareholder BasicWorld S.r.l., to amend the Articles of Association of BasicNet S.p.A. and to supplement the same Articles of Association in order to introduce a mechanism to increase the voting rights. Granting of powers to implement and execute the resolution to amend the Articles of Association.
The report by the shareholder BasicWorld S.r.l. to inform the shareholders of Basicnet S.p.A. regarding the single item on the Agenda of the Extraordinary Shareholders' Meeting was prepared by the shareholder in accordance with Article 125-ter of Legislative Decree No. 58 of February 24, 1998 - "Consolidated financial intermediation act, in accordance with Articles 8 and 21 of Law No. 52 of February 6, 1996", as subsequently amended and supplemented (the "Consolidated Act") and Articles 72 and 84-ter of the "Regulation enacting Legislative Decree No. 58 of February 24, 1998, concerning the governance of issuers", adopted by Consob with Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation).
In addition to the shareholder's report, the report of the Board of Directors has been published pursuant to Article 125-ter of the Consolidated Act.
In order to minimise the risks connected with the current health emergency, the Company has decided to utilise the option - provided by Article 106 of Legislative Decree No. 18/2020 concerning "Measures to strengthen the national health service and economic support for families, workers and businesses related to the COVID-19 epidemiological emergency" (converted, with amendments, by Law No. 27 of April 24, 2020), and as latterly extended by Article 3, paragraph 6 of Legislative Decree No. 183 of December 31, 2020, converted by Law No. 21 of February 26, 2021 (hereinafter the "Decree") - to stipulate in the call notice that shareholder participation at the Shareholders' Meeting shall be exclusively through the Appointed Representative, pursuant to Article 135-undecies of the Consolidated Act, without therefore physical participation by shareholders.
In addition, in consideration of the limitations that may arise due to healthcare needs, participation at the Shareholders' Meeting of the persons entitled to attend (the members of the corporate boards, the Secretary in charge and the Appointed Representative), may also take place by means of telecommunications in the manner individually communicated to them, in compliance with the regulations applicable for this eventuality.

The share capital of Euro 31,716,673.04 comprises 60,993,602 ordinary shares at a par value of Euro 0.52. Voting rights pertain to ordinary shares in circulation, which at the publication date of this call notice, excluding the 8.842.040 treasury shares held by BasicNet S.p.A., total 52.151.562.
Those holding voting rights at the end of the seventh open market trading day before the one fixed for the Shareholders' Meeting, meaning July 20, 2021 (record date), and who have sent to the Company the relative communication through the appointed intermediary have the right to attend and vote at the Shareholders' Meeting. Those who hold shares only after July 20, 2021 will not have the right to attend or vote at the Shareholders' Meeting.
Pursuant to Article 106 of the Decree Law, participation in the Shareholders' Meeting by those who have the right to vote is allowed exclusively through the Appointed Representative.
Consequently, the Company has appointed Computershare S.p.A. - with offices in Turin, via Nizza 262/73, 10126 - to represent the shareholders pursuant to Article 135-undecies of the Consolidated Act and the Legislative Decree (the " Appointed Representative "). Shareholders who wish to attend the Shareholders' Agent must therefore grant the Appointed Representative a proxy - with voting instructions - on all or some of the proposed resolutions on the items on the agenda using the specific proxy form, prepared by the Appointed Representative in agreement with the Company, available on the Company's website at the address www.Basicnet.com at the link www.basicnet.com/contenuti/datifinanziari/assembleeazionisti.asp.
The proxy form with voting instructions must be submitted following the instructions on the form itself by the end of the second market day open prior to the Shareholders' Meeting, i.e. by July 27, 2021, and within the same deadline the proxy may be revoked. The proxy, thus conferred, shall take effect only for those proposals in relation to which voting instructions have been given. The right to attend and vote, according to the terms indicated above and as per the terms to grant proxy to the Appointed Representative, at the Shareholders' Meeting remains valid if the communication is sent to the Company outside the above-stated time period, although by the beginning of the Shareholders' Meeting.
It should also be noted that the Appointed Representative may also be conferred by any delegates, proxies or sub-delegates pursuant to Article 135-novies of the Consolidated Act, in derogation of Article 135-undecies, paragraph 4 of the Consolidated Act by following the instructions indicated in the form available on the Company's website at the following address www.basicnet.com/contenuti/datifinanziari/assembleeazionisti.asp.
The Appointed Representative will be available for clarification or information at +39 (011) 0923200 or at the e-mail address [email protected].
Shareholders are informed that the Company reserves the right to supplement and/or amend the above instructions in the light of intervening needs following the current epidemiological emergency situation from COVID-19 and its currently unforeseeable developments.

In accordance with Article 126-bis of the Consolidated Act, shareholders who represent, even jointly, at least one-fortieth of the share capital may request, within ten days of publication of the present notice, supplementation to the matters on the Agenda, indicating in the request the further matters to be included on the Agenda, or proposals on matters already on the Agenda. Supplementation is not permitted for matters on which the Shareholders' Meeting will vote, in accordance with law, on proposals of the Directors or concerning projects or reports other than those prepared in accordance with Article 125-ter paragraph 1 of the Consolidated Act.
Requests should be presented in writing and sent by the above date through registered letter with proof of sending to BasicNet S.p.A. – Corporate Affairs – Largo Maurizio Vitale, 1, 10152 Turin, or by certified email to [email protected], accompanied by a report on the proposed matters or further proposals on existing matters.
The declaration of share ownership by requesting shareholders, in addition to that confirming the necessary holding, must be included in the communication of the filing intermediary, with effective date of the request date itself, sent to [email protected].
Any supplementation of the matters on the Shareholders' Meeting Agenda, or further proposals on existing matters, will be published at least 15 days before the date fixed for the Shareholders' Meeting through the same publication manners as the present notice.
Shareholders who have the right to attend the Shareholders' Meeting may submit questions on matters on the Agenda, also before the Shareholders' Meeting, by July 20, 2021, through communication sent to BasicNet S.p.A. – Corporate Affairs - Largo Maurizio Vitale, 1, 10152 Turin, by fax to +39 (011) 2617354, or by certified e-mail to [email protected].
The questions must be accompanied by the personal details of the requesting shareholder (name and surname or name of entity or company, place and date of birth and tax code). Those who declare ownership of shares until July 20, 2021 have the right to obtain a reply (record date). For these purposes, an up-to-date communication at the above date must be drawn up by the filing intermediary declaring ownership of the shares by the requesting party and sent by email to [email protected]. In the case in which the shareholder has requested the filing intermediary to communicate the right to attend the Shareholders' Meeting, inclusion of the details of such communication released by the intermediary or, at least, the name of the intermediary, will be sufficient.
For questions sent by July 20, 2021, following verification of their relevance and the validity of the requesting party, response will be provided at the link www.basicnet.com/contenuti/datifinanziari/assembleeazionisti.asp by July 27, 2021.

The Directors' illustrative report with the full text of the proposed motions and the further Shareholders' Meeting documentation required by the applicable regulations will be made available on the authorised storage mechanism () and on the Company's website (www.basicnet.com) according to the timeframe required by applicable law.
Turin, June 21, 2021
On behalf of the Board of Directors
The Chief Executive Officer
Federico Trono
This call notice will be published in shortened form in the newspaper "Il Giornale", on June 22, 2021
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