Pre-Annual General Meeting Information • May 27, 2020
Pre-Annual General Meeting Information
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Shareholders are called to the Shareholders' AGM at the registered office in Turin – Largo Maurizio Vitale, 1, for 11.00 AM on June 26, 2020 in single call, to consider motions on the following Agenda:
In order to minimise the risks connected with the health emergency in progress, the Company has decided to make use of the option - established by Article 106 of Legislative Decree no. 18/2020 - to provide in the call notice that shareholders' participation in the Shareholders' AGM shall be exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree no. 58/98 (TUF), without physical participation by shareholders.
In addition, in consideration of the limitations that may arise due to health needs, the participation in the Shareholders' AGM 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 the present notice (excluding 7,863,255 treasury shares held by BasicNet S.p.A.) total 53,130,347.
Those holding voting rights at the end of the seventh open market trading day before that fixed for the Shareholders' AGM (June 17, 2020 – 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' AGM. Those who hold shares only after June 17, 2020 will not have the right to attend or vote at the Shareholders' AGM.
Pursuant to art. 106 of Decree Law no. 18 of 17 March 2020 (the so-called "Cura Italia" Decree), participation in the Shareholders' AGM 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 Art. 135-undecies of Legislative Decree no. 58/98 and the cited Decree Law (the "Appointed Representative"). Shareholders who wish to attend the Shareholders' Representative 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 and on the Company's website by the end of the second market day open prior to the Shareholders' Meeting, i.e. by June 24, 2020, 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.
It should also be noted that the Appointed Representative may also be conferred by any delegates, nominees or sub-delegations pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies, paragraph 4 of Legislative Decree no. 58/98 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.
In view of the limitations that may arise due to health requirements, the participation in the Shareholders' AGM 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 applicable regulations for this eventuality.
The Appointed Representative will be available for clarification or information at 0110923216 or at the following 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 Legislative Decree 58/98 (CFA), 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' AGM 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 Legislative Decree 58/98 (CFA).
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 through 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' AGM Agenda, or further proposals on existing matters, will be published at least 15 days before the date fixed for the Shareholders' AGM 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 June 17, 2020, through communication sent to BasicNet S.p.A. - Corporate Affairs - Largo Maurizio Vitale, 1, 10152 Turin, by fax to +390112617354, or through 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 June 17, 2020 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' AGM, 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 June 17, 2020, following verification of their relevance and the validity of the requesting party, response will be provided to the link: www.basicnet.com/contenuti/datifinanziari/assembleeazionisti.asp by June 24, 2020.
The Shareholders' AGM documentation, including the illustrative reports of the Board of Directors on matters on the Agenda and the relative proposals, in addition to all relevant further documentation referred to the Shareholders' AGM, is made available on the authorised storage mechanism () and on the Company's website (www.basicnet.com) according to the legal deadline.
Turin, May 27, 2020
The Chairperson of the Board of Directors Marco Daniele Boglione
This notice will be published in shortened form in the "il Giornale" daily newspaper on May 28, 2020
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