Basic Net SpA

Remuneration Information • Apr 6, 2017

Shareholders' AGM of April 27, 2017

POINT 2 OF THE AGENDA:

Remuneration report in accordance with article 123-ter of the consolidated Finance Act. Resolutions thereon.

Introduction

This Report, prepared in accordance with Article 123-ter of the CFA and Article 84 of the Issuers' Regulation, illustrating the Remuneration Policy of the company, was approved on March 22, 2017 by the Board of Directors of the company, with the expression of a favourable opinion by the Remuneration Committee and having consulted with the Board of Statutory Auditors.

The Remuneration Report was prepared in accordance with the template established by the Issuers' Regulation and comprises two sections:

• Section I): outlines the remuneration policy of the members of the Board of Directors and Senior Executives, in addition to the procedures utilised for the adoption and implementation of the policy;
• Section II): outlines in detail the remuneration of the Directors and Statutory Auditors of the company, in addition to their remuneration for 2016, breaking down each of the relative items. Section II in addition reports, in accordance with Article 84-quater, paragraph 4 of the Issuers' Regulation, details on investments held in the company by Directors, by Statutory Auditors, in addition to closely linked individuals, on the basis of communications received from the former.

The Board of Directors and the Board of Statutory Auditors in office were appointed by the Shareholders' AGM of April 28, 2016 and at the date of this report comprised:

		Office held on the Committees
Name and Surname	Office held on the Board	Remuneration Committee	Control and Risks Committee
Marco Boglione	Chairman
Daniela Ovazza	Non-executive Vice Chairman	Member
Franco Spalla	Non-executive Vice Chairman
Giovanni Crespi	Chief Executive Officer
Paola Bruschi	Director
Paolo Cafasso	Director
Elisa Corghi	Independent and non-executive director	Member (from February 15, 2017)	Member
Alessandro Gabetti	Non-Executive Director
Renate Hendlmeier	Independent and non-executive director	Member	Chairman
Adriano Marconetto	Independent and non-executive director	Member	Member
Carlo Pavesio	Non-Executive Director	Chairman
Elisabetta Rolando	Director

Board of Directors:

The Board of Directors has not identified, at the company or the Group, Senior Executives who are not also members of the Board of Directors of BasicNet.

Board of Statutory Auditors

Name and Surname	Office held on the Board
Maria Francesca Talamonti	Chairman
Carola Alberti	Statutory Auditor
Massimo Boidi	Statutory Auditor
Giulia De Martino	Alternate Auditor
Fabio Pasquini	Alternate Auditor

The Remuneration Policy, outlined at Section I of this Report, was submitted for the consultative vote of the Shareholders' AGM called, for among other matters, the approval of the 2016 Annual Accounts, in single call for April 27, 2017. In accordance with Article 123-ter, paragraph 6 of the Consolidated Finance Act, the Shareholders' AGM in fact must express a non-binding opinion (in favour or against) concerning the first section of the Remuneration Report.

This document is available for consultation, at the registered office, on the company website www.basicnet.com, 2017 Shareholders' AGM section, in addition to 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 each Director, in addition to the right of the Chairman and certain other Senior Directors, to receive post-employment benefits;
• annually expresses its consultative and non-binding opinion on section I of the Remuneration Report;
• the Board of Directors which:
• defines and approves the Remuneration Policy, on the proposal on the Remuneration Committee;
• establishes the remuneration of senior directors, in line with the Remuneration Policy, on the proposal of the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, including any post-employment benefits;
• the Remuneration Committee which:
• draws up for the Board proposals on the remuneration policies;
• presents to the Board proposals for the remuneration of Senior Directors.

b. Involvement of a Remuneration Committee or another Committee on the issue of remuneration. Composition (with a distinction between non-executive and independent directors), duties and procedures.

The Remuneration Committee currently in office comprises the Non-Executive Directors Carlo Pavesio – Chairman, and Daniela Ovazza, and the Non-executive and Independent Directors Elisa Corghi, Renate Hendlmeier and Adriano Marconetto. The Committee was appointed at the Board meeting of April 28, 2016. At the meeting of February 15, 2017, the Board of Directors called the non-executive and independent Director Elisa Corghi to sit on the Committee.

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 independence and proper functioning.

The Committee meets on the call of the Chairman, where considered opportune or where requested by the Executive Directors or the Board of Statutory Auditors. The work of the Committee is overseen and coordinated by the Chairman.

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

The proposals of the Remuneration Committee are fully reported in the minutes of the Board of Directors meetings at which they are drawn up and are reported in the minutes' book of the Remuneration Committee.

The Executives Directors do not take part in the Committee's meetings.

The Remuneration Committee presents proposals or expresses opinions to the Board of Directors on the remuneration of Executive Directors and other Senior Directors, in addition to any proposals on the allocation of an additional remuneration component, as better defined in letter e below.

c. Details of independent experts involved in the preparation of the remuneration policy.

No independent experts were utilised in the preparation of the remuneration policy.

d. Purposes of the remuneration policy, underlying principles and any changes to the policy compared to the previous year.

The remuneration policy of BasicNet S.p.A. seeks to attract, maintain and motivate individuals with the professional qualities and capacities required by the Company and the Group. The remuneration of Executive Directors and Senior Executives is structured in such a manner so as to provide an incentive towards improving company performance, through the satisfaction and motivation of personnel.

e. Description of the fixed and variable remuneration component policies, particularly in relation to the weighting in terms of overall remuneration and a distinction between the short and long-term variable component.

The remuneration structure establishes:

• a fixed remuneration, based on the responsibility and competences related to the office held by each Director. The fixed remuneration comprises a sufficiently high percentage of total remuneration, such as to allow the Company to pursue a flexible policy in terms of additional remuneration or bonuses. In particular, the fixed component must sufficiently remunerate Directors according to the responsibilities of their individual roles, independently from any additional component or bonus;
• any additional remuneration identified by the Board of Directors, on the proposal of the Remuneration Committee. This amount is normally identified on approval of the preliminary results where advances for the key financial indicators are reported on the previous year. In addition, for the Executive Directors any additional remuneration is generally assigned to reward a strong result by the entire company, as senior management have joint responsibility and powers; otherwise, any additional remuneration or remuneration-based decisions for executives or employees should primarily reflect individual performances or team results. As such, within the total amount assigned to the Remuneration Committee, the allocations are established by the Vice Chairman of the company, having full and best visibility of the individual contributions.

f. Policy in relation to non-monetary benefits.

In addition to the fixed component, a number of benefits may be conferred, such as, for example purposes, life or health insurance policies for Directors and/or the allocation of a motor vehicle, also for private use. In addition, the Chairman of BasicNet S.p.A., for the duration of mandate, is granted use of a property located within the "BasicVillage" called "Foresteria – loft People on the move."

g. Description of the performance objectives upon which the variable components are based and disclosure on the link between the change in results and the change in remuneration.

The Group has not introduced remuneration plans based on an evaluation of the performance objectives or on financial instruments of any type.

h. Clawback Clause

There are no contractual clauses which permit the company to request the repayment, in full or in part, of the variable component of the remuneration paid, determined on the basis of figures which subsequently are manifestly erroneous, also in view of that reported at point e) above.

i. Criteria utilised for the evaluation of the performance objectives on which the conferment of shares, options, other financial instruments or other variable remuneration components is based.

The Group has not introduced remuneration plans based on an evaluation of the performance objectives or on financial instruments of any type.

j. Information establishing the link between the remuneration policy and the pursuit of longterm corporate goals and with the risk management policy, where established.

The remuneration structure, based on a fixed component which represents a sufficiently high percentage of total remuneration, seeks to encourage conduct which promotes the development of medium/longterm results and operations.

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.

This is not applicable to the Group remuneration policies.

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 is not applicable to the Group remuneration policies.

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' AGM, establishes the amount of post-employment benefits 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 Chairman or other Executive Directors.

The Board may approve an indemnity in the case of the advanced conclusion of mandate to the Chairman or other Executive Directors.

The Board of Directors may sign non-competition agreements with Executive Directors for a period subsequent to the conclusion of mandate, establishing a fee for this commitment. There is no link between such benefits and the Company performance.

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 benefits represented by life or health policies for a number of Executive Directors.

o. Remuneration policy in relation to: (i) Independent Directors; (ii) Committee attendance and (iii) the discharge of particular positions (Chairman, Vice Chairman).

The remuneration of the Board of Directors is established by the Shareholders' AGM and is allocated equally among Directors.

Non-executive Directors and Independent Directors called to the Control and Risks Committee and the Remuneration Committee are allocated, on the approval of the Board of Directors and with the favourable opinion of the Board of Statutory Auditors, a fixed annual fee based on the commitment required.

Directors assigned particular roles or responsibilities (Chairman of the Board of Directors, Chief Executive Officer, Executive Directors) are allocated a remuneration, on the proposal of the Remuneration Committee, based on a motion of the Board of Directors, with the favourable opinion of the Board of Statutory Auditors. This remuneration takes account of any employee-based component, in addition to remuneration concerning offices held in subsidiary 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.

SECTION II

The items comprising the remuneration of Directors, Corporate Boards and Senior Management of the Company is outlined below. The structure of the Group does not incorporate General Managers or Senior Executives who are not members of the Board of Directors of BasicNet S.p.A. or the Chairman of BasicItalia S.p.A..

The remuneration structure of the members of the Board of Directors of BasicNet S.p.A., in office at the date of the Report, provides for:

• Fixed Remuneration

for all Directors: an annual fee of Euro 20 thousand, approved by the Shareholders' AGM of April 28, 2016;

for Senior Directors, including the Executive Officer for Financial Reporting and the Director in charge of the Internal Control System: a fixed fee approved, as per Article 2389 of the Civil Code, by the Board of Directors on the proposal of the Remuneration Committee, having consulted with the Board of Statutory Auditors, at the meeting of May 13, 2016.

This remuneration was established taking account also that the Non-Executive Vice Chairman Franco Spalla and the Executive Directors Paola Bruschi, Paolo Cafasso and Elisabetta Rolando are also Executives of BasicNet S.p.A. and hold positions on the Board of Directors of other subsidiaries;

• Committee Remuneration:

Each member of the Remuneration Committee and the Control and Risks Committee receives a fixed fee of Euro 5 thousand gross annually, determined at the Board of Directors' meeting of May 13, 2016;

• Bonuses and other incentives

For 2016, no bonuses or other incentives were granted to the Executive Directors.

At the meeting of March 18, 2016, the Board of Directors, having reviewed the proposal of the Remuneration Committee in view of the results presented for 2015, having heard the Independent Director Renate Hendlmeier and with the favourable opinion of the Board of Statutory Auditors, approved the payment of a one-off tantum bonus to the executive directors, both in relation to BasicNet S.p.A. and the subsidiary BasicItalia S.p.A.. These amounts for 2015 were reported in the 2015 Remuneration Report.

• Non-monetary benefits

In the Board meeting May 13, 2016, on the proposal of the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, the following non-monetary benefits were awarded:

• for the Chairman of the Board of Directors, Marco Boglione:
• a) confirmation of a "term-life constant capital" life policy for an ensured capital amount of Euro 1.5 million;
• b) confirmation of the benefit of use of the residential unit located in the "BasicVillage" called "Foresteria – Loft People on the move" and relative expenses, of a normal value of Euro 85 thousand annually;
• for the Vice Chairman, Franco Spalla:
• a) a "term-life constant capital" life policy for an ensured capital amount of Euro 1.5 million.
• for the Chief Executive Officer, Giovanni Crespi:
• a) a "term-life constant capital" life policy for an ensured capital amount of Euro 1.5 million. The policy was subscribed from 2017 and therefore shall be included in the remuneration relating to this year.

• Post-employment benefits:

The Board of Directors on May 13, 2016, as approved by the Shareholders' AGM of April 28, 2016, on appointment also approved, on the proposal of the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors:

• for the Chairman of the Board of Directors, Marco Boglione:
• an annual allocation of Euro 500 thousand as Post-Employment Benefits, 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 postemployment benefit 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.

• Indemnity of the Directors in case of dismissal or termination of employment following a public purchase offer.

The Board of Directors, in the meeting of May 13, 2016, and on the proposal of the Remuneration Committee, and with the favourable opinion of the Board of Statutory Auditors, decided that on conclusion of office or of the duties conferred for just cause or revocation without just cause, the following is allocated:

• - for the Chairman of the Board of Directors, Marco Boglione:
• an all-inclusive indemnity, which according to the time of interruption of mandate (the "Event") during the three-year period, will amount to: (i) an amount equal to the difference between the overall remuneration indicated above at letters a), b) and c), matured at the date of the Event, and the overall remuneration indicated above on an annual basis, in addition to a fixed sum of Euro 2 million, gross of withholding taxes, where the Event takes place during 2016; (ii) an amount equal to the overall remuneration indicated above at letters a), b) and c), matured at the date of the Event, in addition to a fixed sum of Euro 1.750 million, gross of withholding taxes, where the Event occurs during 2017; and (iii) an amount equal to the overall remuneration indicated above at letters a), b) and c), matured at the date of the Event, in addition to a fixed sum of Euro 1.5 million, gross of withholding taxes, where the Event occurs during 2018 or on a subsequent date until the conclusion of mandate;
• - for the Chief Executive Officer, Giovanni Crespi:
• in the case in which the mandate of the Chief Executive Officer is not reviewed for a further three-year period, unless for just cause, a total gross indemnity of Euro 150 thousand.

• Non-competition agreement

The Board of Directors of the company, at the meeting of April 28, 2016, subsequent to the appointment of the Executive Boards and the granting of relative powers, noting the lapsing of the duties and powers granted to the current Vice Chairman of the Board of Directors Franco Spalla, allocated under previous mandates, as the Chief Executive Officer of the company, implemented the motion undertaken at the meeting of April 29, 2013, on the basis of which, against the obligation of the then Chief Executive Officer Franco Spalla to abstain from carrying out, directly or indirectly, activities in competition with the company or the BasicNet Group, throughout the European Union for a period of three years from conclusion of the office of Director or the substantial reduction of the duties conferred to him, or a change of role - except in the case of termination of mandate or employment for just cause from the time of the latter of these events if not contemporaneous, that the company would pay in three equal annual instalments, the first of which on the verification of any of the events listed above and the two successive instalments on any anniversary of this date, an amount of Euro 1.5 million.

In consideration of the significant payment which would have been required under execution of this agreement, it was proposed to Mr. Spalla, who accepted, to amend the payment maturities on the basis of six years, rather than three, to be paid by May 10 of each year from May 2016. On the basis of the non-competition agreement, which became executive, in the case of his passing, any residual instalments should be paid to the heirs of Mr. Franco Spalla. This risk is covered by a specific insurance policy with BasicNet S.p.A. as the beneficiary.

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

The following table breaks down the remuneration of Directors, Statutory Auditors, General Managers and, at an aggregate level, other Senior Management. Separate indication is provided of remuneration received from subsidiaries and/or associated companies. All parties which during the year have held the above offices are included, even if for a portion of the year. Remuneration concerns that accrued in the year. Post-employment indemnity is indicated for the period in which it matured, even if not paid, for those concluding employment during the year or for those reaching the end of mandate and/or contract.

		Description of office			Fixed Remuneration			Non‐equity variable remuneration
				Emoluments
				approved by	Remuneration		Remuneration	Bonuses		Non‐				Non‐
		Period of		Shareholders'	as per ex Art.		for committee	and other	Profit	monetary	Other		Post‐employment	competition
Name and Surname	Office held	office	Concl. of office	AGM	2389 CC	Employee	participation	incentives	sharing	benefits	remuneration	Total	benefits	agreement
Directors
Marco		01/01/2016‐	a pprov. 2018
Boglione (1)	Chai rma n	31/12/2016	a ccounts
(I) Remuneration from company preparing the accounts				20.000 876.000									107.065 500.000 1.503.065 1.500.000
(II) Remuneration from subsidiaries and associates Total				20.000 876.000									107.065 500.000 1.503.065 1.500.000
Daniela		01/01/2016‐	a pprov. 2018
Ovazza (*)	Vi ce Chai rman	31/12/2016	a ccounts
(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
	Chie f Executive	01/01/2016‐	a pprov. 2015
Franco	Office r	28/04/2016	a ccounts
Spalla (2)		28/04/2016‐	a pprov. 2018
	Vi ce Chai rman	31/12/2016	a ccounts
(I) Remuneration from company preparing the accounts (II) Remuneration from subsidiaries and associates					20.000 230.000 54.910								13.514 33.333 351.757 300.000 1.500.000
Total					20.000 230.000 54.910								13.514 33.333 351.757 300.000 1.500.000
		01/01/2016‐	a pprov. 2015
Giovanni	Vi ce Chai rman	28/04/2016	a ccounts
Crespi (3)	Chie f Executive	28/04/2016‐	a pprov. 2018
	Office r	31/12/2016	a ccounts
(I) Remuneration from company preparing the accounts				20.000 395.000								415.000
(II) Remuneration from subsidiaries and associates
Total Paola		28/04/2016‐	a pprov. 2018	20.000 395.000								415.000
Bruschi (4)	Di rector	31/12/2016	a ccounts
(I) Remuneration from company preparing the accounts					13.333 3.333 140.904							157.571
(II) Remuneration from subsidiaries and associates												1.333 1.333
Total					13.333 3.333 140.904							1.333 158.904
Paolo Cafasso (5)	Di rector	01/01/2016‐ 31/12/2016	a pprov. 2018 a ccounts
(I) Remuneration from company preparing the accounts					20.000 35.000 89.237							144.237
(II) Remuneration from subsidiaries and associates					70.000							70.000
Total					20.000 105.000 89.237							214.237
Elisa	Independent	28/04/2016‐	a pprov. 2018
Corghi (**) (I) Remuneration from company preparing the accounts	Di rector	31/12/2016	a ccounts	13.333			3.333					16.667
(II) Remuneration from subsidiaries and associates
Total				13.333			3.333					16.667
Alessandro		01/01/2016‐	a pprov. 2018
Gabetti (***) (I) Remuneration from company preparing the accounts	Di rector	31/12/2016	a ccounts	20.000			1.667					21.667
(II) Remuneration from subsidiaries and associates
Total				20.000			1.667					21.667
Renate	Independent	01/01/2016‐	a pprov. 2018
Hendlmeier (****)	Di rector	31/12/2016	a ccounts
(I) Remuneration from company preparing the accounts				20.000			8.333					28.333
(II) Remuneration from subsidiaries and associates Total				20.000			8.333					28.333
Adriano	Independent	01/01/2016‐	a pprov. 2018
Marconetto (*)	Di rector	31/12/2016	a ccounts
(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
Carlo Pavesio(**)	Di rector	01/01/2016‐	a pprov. 2018
(I) Remuneration from company preparing the accounts		31/12/2016	a ccounts	20.000			5.000					25.000
(II) Remuneration from subsidiaries and associates
Total				20.000			5.000					25.000
Elisabetta		01/01/2016‐	a pprov. 2018
Rolando (6)	Di rector	31/12/2016	a ccounts
(I) Remuneration from company preparing the accounts				20.000		80.657						100.657
(II) Remuneration from subsidiaries and associates Total				120.000 140.000		80.657						120.000 220.657

NOTE: on April 28, 2016, the Shareholders' AGM appointed the Corporate boards. A comment upon the amounts reported in the Table also in light of the new appointments to the Board follows.

(1): the remuneration for the office of Chairman has remained unchanged as Euro 876 thousand annually (same as previous mandate). "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 22,065 thousand 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 Post-employment benefits.

The "post-employment benefit" column reports the post-employment benefits received in 2016 due to the conclusion of mandate as Chairman of the Board of Directors with the approval of the 2015 Annual Accounts.

(2): Non-executive Vice Chairman, with responsibility for corporate operations, Chief Executive Officer under the previous mandate concluding on April 28, 2016.

The remuneration for office takes account of the competences required for each office and therefore: Euro 150 thousand as Chief Executive Officer until the Shareholders' AGM for approval of the 2015 Annual Accounts (Euro 450 thousand annually for the office under BoD motion of April 29, 2013) and Euro 80 thousand for the new office of Vice Chairman (amount calculated on the Euro 120 thousand annually under the BoD motion of May 13, 2016).

The non-monetary benefits refer to a "term-life constant capital" life policy for an insured capital amount of Euro 1 million; the other remuneration refers to the annual allocation of Post-employment benefits devolving until April 28, 2016 as Chief Executive Officer of the company.

The "post-employment benefit" column reports the post-employment benefits received in 2016 due to the conclusion of mandate as Chief Executive Officer with the approval of the 2015 Annual Accounts, for a total of Euro 300 thousand. The amount for the noncompetition commitment for Euro 1.5 million is also highlighted (for the duration of the commitment and the payment means, reference should be made to pages 12 and 13 of this Report).

(3): Chief Executive Officer, Vice Chairman under the previous mandate concluding on April 28, 2016. The remuneration for office takes account of the competences required in relation to each mandate and therefore Euro 95 thousand as Vice Chairman (as allocated by the Board of Directors on October 23, 2015) and Euro 300 thousand (Euro 450 thousand annually for the office as per BoD motion of May 13, 2016).

• (4): the remuneration as per Article 2389 of the Civil Code concerns the office of Director in charge of the internal control and risks management system, allocated by the Board of Directors at the meeting of April 28, 2016. The other remuneration is received as a member of the Supervisory Board of the subsidiary BasicItalia S.p.A. (appointment of April 28, 2016).
• (5): the remuneration as per Article 2389 of the Civil Code relates to the position of Executive Officer for Financial Reporting, allocated by the Board of Directors at the meeting of April 28, 2016. The remuneration from other subsidiaries relates principally to the role of legal representative for BasicItalia S.p.A. (Euro 20,000) and at the Italian branches Superga Trademark S.A. (Euro 10,000) and Basic Trademark S.A. (Euro 10,000) and as Director with specific powers of BasicVillage S.p.A. (Euro 30,000).
• (6): remuneration from subsidiaries as Chairman of the Board of Directors of BasicItalia S.p.A.
• (*) Euro 5,000 for the Remuneration Committee
• (**) Euro 3,333 for the Control and Risks Committee
• (***) Euro 1,667 for the Control and Risks Committee
• (****) Euro 5,000 for the Control and Risks Committee and Euro 3,333 for the Remuneration Committee
• (*****) Euro 5,000 for the Remuneration Committee and Euro 5,000 for the Control and Risks Committee
• (******) Euro 5,000 for the Remuneration Committee

						Non‐equity variable
		Description of office			Fixed Remuneration		remuneration
				Emoluments
				approved by	Remuneration		Remuneration	Bonuses		Non‐				Non‐
		Period of		Shareholders'	as per ex Art.		for committee	and other	Profit	monetary	Other		Post‐employment	competition
Name and Surname	Office held	office	Concl. of office	AGM	2389 CC	Employee	participation	incentives	sharing	benefits	remuneration	Total	benefits	agreement
Statutory Auditors
Maria Francesca		28/04/2016‐	approv. 2018
Talamonti	Chai rman	31/12/2016	accounts
(I) Remuneration from company preparing the accounts				24.000								24.000
(II) Remuneration from subsidiaries and associates
Total				24.000								24.000
	Sta tutory	01/01/2016‐	approv. 2018
Carola Alberti (7)	Audi tor	31/12/2016	accounts
(I) Remuneration from company preparing the accounts		24.000								24.000
(II) Remuneration from subsidiaries and associates				8.200								8.200
Total				32.200								32.200
		01/01/2016‐	approv. 2015
	Chai rman	28/04/2016	accounts
Massimo Boidi (8)	Sta tutory	28/04/2016‐	approv. 2018
	Audi tor	31/12/2016	accounts
(I) Remuneration from company preparing the accounts				28.000								28.000
(II) Remuneration from subsidiaries and associates		23.533								23.533
Total				51.533								51.533
	Sta tutory	01/01/2016‐	approv. 2015
Maurizio Ferrero (9)	Audi tor	28/04/2016	accounts
(I) Remuneration from company preparing the accounts				8.000								8.000
(II) Remuneration from subsidiaries and associates			10.800								10.800
Total				18.800								18.800

NOTE: on April 28, 2016, the Shareholders' AGM appointed the Corporate boards. A comment upon the amounts reported in the Table also in light of the new composition of the Board of Statutory Auditors follows.

• (7): remuneration from subsidiaries as Statutory Auditor of BasicItalia until April 28, 2016 (Euro 4,000) and Statutory Auditor of BasicVillage S.p.A., both for the previous mandate concluding on April 28, 2016 and the current mandate from that date (Euro 4,200).
• (8): remuneration as Chairman of the Board of Statutory Auditors of BasicNet S.p.A. during the previous mandate (Euro 12,000) and as a Statutory Auditor under the current mandate, as per Shareholders' AGM appointment of April 28, 2016 (Euro 16,000). Remuneration from subsidiaries: received as the Chairman of the Board of Statutory Auditors of BasicItalia (Euro 18,000), and as a Statutory Auditor of BasicVillage S.p.A. under the previous mandate (Euro 1,400) concluding on April 28, 2016, and as Chairman of the Board of Statutory Auditors in office from that date (Euro 4,133).
• (9): remuneration as Statutory Auditor of BasicNet S.p.A. under the previous mandate (Euro 8,000), remuneration from subsidiaries as a Statutory Auditor of BasicItalia S.p.A. as per Shareholders' AGM appointment of April 28, 2016 (Euro 8,000) and as a Statutory Auditor of BasicVillage S.p.A. as per Shareholders' AGM appointment of April 28, 2016 (Euro 2,800).

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

Nome e cognome	Carica	Società partecipata	Numero azioni possedute alla fine del 2016	Numero azioni acquistate	Numero azioni vendute	Numero azioni possedute alla fine del 2016
Marco BOGLIONE(*)	Presidente	BasicNet	22.383.334	230.835		22.614.169
Giovanni CRESPI	Consigliere	BasicNet	28.200	30.000		58.200
Alessandro GABETTI (**)	Consigliere	BasicNet	796.350			796.350
Renate HENDLMEIER	Consigliere	BasicNet	2.000			2.000
Carlo PAVESIO	Consigliere	BasicNet	100.000			100.000

(*) 22,302,501 shares held through the subsidiary BasicWorld S.r.l. and 311,668 held directly (**) 225,000 held by spouse

*******

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 first section of the Remuneration Report, we propose a favourable vote on "Section I", adopting the following motion:

The Shareholders' AGM,

• 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" concerning the policy of the company in relation to remuneration and the procedures utilised for the adoption of this policy;

RESOLVES

to approve "Section I" of the Remuneration Report".

for the Board of Directors The Chairman

Marco Daniele Boglione

Turin, March 22, 2017