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Basic Net SpA

AGM Information Apr 17, 2025

4229_rns_2025-04-17_88dca148-82a2-44c1-8de9-39ee3196b5d3.pdf

AGM Information

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PRESS RELEASE

BasicNet S.p.A. Shareholders' Meeting:

  • 2024 Separate Financial Statements approved.
  • Dividend of Euro 0.16 per share.
  • Board of Directors and its Chairperson appointed.
  • Board of Statutory Auditors and its Chairperson appointed.
  • Group Remuneration Policy Report approved.
  • Share buy-back and utilisation plan authorised.
  • Upon the reasoned recommendation of the Board of Statutory Auditors, PricewaterhouseCoopers S.p.A appointed as the independent audit firm for fiscal years 2026- 2034 and assurance engagement concerning consolidated sustainability reporting for the fiscal years 2026-2028.

The Board of Directors, following the Shareholders' Meeting, appointed Lorenzo Boglione and Alessandro Boglione as Chief Executive Officers.

Turin, April 17, 2025 - The Shareholders' Meeting of BasicNet S.p.A., chaired today by Marco Boglione, approved the 2024 Separate Financial Statements and the distribution of a dividend of Euro 7.5 million, corresponding to Euro 0.16 gross for each outstanding share. The total dividend, represented by coupon No. 18, will be paid from April 30, 2025, with record date of April 29, 2025 and coupon date of April 28, 2025.

The Shareholders' Meeting also:

  • − appointed for three years the new Board of Directors, comprising 14 Directors, electing:
    • from the slate filed by the shareholder BasicWorld S.r.l., which holds 20,206,065 shares, equal to 37.42% of the share capital and 39,118,919 voting rights, equal to 49.49% of the total voting rights, 13 Directors, as: Marco Boglione – Chairperson, Alessandro Boglione, Lorenzo Boglione, Maria Boglione, Veerle Bouckaert, Piera Braja, Independent Director, Paola Bruschi, Cristiano Fiorio, Independent Director, Monica Gamberoni, Marco Enrico, Daniela Ovazza, Carlo Pavesio and Federico Trono.
    • from the slate filed by Helikon Investments Limited, manager acting for and on behalf of Helikon Long Short Equity Fund Master ICA, holders of a total of 6,288,803 shares amounting to 11.65% of the share capital, and representing 7.96% of the voting rights, an Independent Director in the person of Francesco Calvo;
  • − appointed for three years the new Board of Statutory Auditors and its Chairperson, electing:
    • from the slate filed by the shareholder BasicWorld S.r.l., which holds 20,206,065 shares, equal to 37.42% of the share capital and 39,118,919 voting rights, equal to 49.49% of the total voting rights, Alberto Pession and Gianna Luzzati - Statutory Auditors and Simonetta Mattei - Alternate Auditor;
    • from the slate filed by Helikon Investments Limited, manager acting for and on behalf of Helikon Long Short Equity Fund Master ICA, holders of a total of 6,288,803 shares amounting to 11.65% of the share capital, and representing 7.96% of the voting rights, Ugo Palumbo - Chairperson of the Board of Statutory Auditors and Riccardo Garbagnati - Alternate Auditor.

The profiles of the members of the Corporate Boards are available in the Corporate Governance section of the website www.basicnet.com.

In terms of the shareholdings of Directors, the information contained in the Remuneration Report published on the website www.basicnet.com was confirmed, to which reference should be made.

The Shareholders' Meeting also:

  • − approved the granting of the right of the Chairperson of the Board of Directors to receive an end of mandate indemnity of Euro 1.5 million;
  • − approved section 1 of the Remuneration Policy of the company as per Article 123-ter of the Consolidated Finance Act;
  • − voted in favour of section II of the Remuneration Policy of the Company as per Article 123-ter of the Consolidated Finance Act;
  • − upon the reasoned recommendation of the Board of Statutory Auditors, PricewaterhouseCoopers S.p.A appointed as the independent audit firm for fiscal years 2026-2034 and for the assurance engagement concerning consolidated sustainability reporting for the fiscal years 2026-2028.
  • − granted authorisation 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 2025 Annual Accounts. The Shareholders' Meeting also authorised the Board of Directors to utilise treasury shares without time limit.

The Board of Directors, which met following the Shareholders' Meeting:

  • appointed Daniela Ovazza as the Vice Chairperson non-executive of the Board of Directors;
  • Chief Executive Officers Lorenzo Boglione and Alessandro Boglione;
  • ascertained the independence of the Directors: Piera Braja, Cristiano Fiorio, and Francesco Calvo and noted the satisfaction of the independence requirements for the members of the Board of Statutory Auditors, with regards to the requirements established by law and the By-Laws;
  • appointed as members of the Remuneration Committee: the Non-Executive Director Carlo Pavesio, as Chairperson, the Non-Executive and Independent Directors Piera Braja and Francesco Calvo and the Non-Executive Director Daniela Ovazza;
  • appointed as members of the Control and Risks and Related Parties Committee, the Independent Directors Piera Braja as Chairperson, Cristiano Fiorio and Francesco Calvo;
  • appointed the Director Marco Enrico as the Executive Officer for Financial Reporting;

At the end of the proceedings, Marco Boglione, Chairperson and Founder of BasicNet, stated: "Today marks the very successful conclusion of Federico Trono's two terms as Chief Executive Officer. His contribution has been crucial to the development and growth of our Group, as well as strategic in ensuring a solid operational transition to the two new Chief Executive Officers. We extend our heartfelt thanks to Federico Trono, certain that he will continue to make valuable contributions through the strategic positions he will continue to hold within the Group. I wish everyone the best in their work".

Filing of documentation

The 2024 Separate and Consolidated Financial Statements, in addition to the further documentation required by Article 77 of Consob Resolution No. 11971 of May 14, 1999, were filed and made available to the public at the registered office in Turin, Largo Maurizio Vitale, 1, at Borsa Italiana S.p.A., on the website www.basicnet.com, and on the authorised storage website .

The minutes of the Shareholders' Meeting will be made available to the public through the same means and in accordance with law.

Contact: BasicNet Marco Enrico 0112617448

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