Basic Net SpA

Pre-Annual General Meeting Information • Mar 8, 2019

Point 4 of the Agenda:

4. Appointment of the Board of Statutory Auditors:

4.1 appointment of the Board of Statutory Auditors and of the Chairperson;

4.2 establishment of the remuneration of the Statutory Auditors.

Dear Shareholders, with the approval of the financial statements at December 31, 2018, the mandate concludes of the Board of Statutory Auditors appointed by the Shareholders' Meeting of April 28, 2016. Consequently, you shall be called at the next Shareholders' Meeting to: (4.1) appoint three Statutory Auditors and two Alternate Auditors and the Chairperson and (4.2) establish the remuneration of the Chairperson of the Board of Statutory Auditors and of the Statutory Auditors.

4.1 Appointment of the Board of Statutory Auditors and the Chairperson

In accordance with Article 17 of the By-Laws (available on the website http://www.basicnet.com/contenuti/gruppo/statuto.asp?menuSelectedID=2c):

• the Board of Statutory Auditors should comprise three Statutory Auditors and two Alternate Auditors, while departing Statutory Auditors may be re-elected. The Statutory Auditors and Alternate Auditors are appointed for a period of three years, which concludes on the date of the Shareholders' Meeting called for the approval of the financial statements relating to the final year in office;
• the appointment of the Board of Statutory Auditors will take place according to the presentation of slates by Shareholders, in which the candidates are listed by progressive numbering. The slate is composed of two sections: one for the candidates for the office of Statutory Auditor and the other for candidates for the office of Alternate Auditor.

The slates should be drawn up so as to ensure that the resulting Board of Statutory Auditors complies with the regulatory-established minimum gender quotas. In accordance with Law No. 120 of July 12, 2011, at least onethird of elected members, rounded upwards, are reserved for the under-represented gender.

The slates, signed by the presenting shareholders, should be filed at the registered office of the Company, or by fax to +390112617354, or to the certified e-mail address basicnet@legalmail.it, by the twenty-fifth day before the day of the Shareholders' Meeting, therefore March 25, 2019.

The slates should be accompanied by exhaustive disclosure on the personal and professional background of the candidates, with indication of the presenting shareholders and the overall share capital holding, in addition to the declaration of shareholders other than those who hold, also jointly, a controlling or relative majority holding, declaring the absence of connecting relationships as per the applicable regulations, with these latter, or where in existence, the reasons why such are considered relevant.

According to the deadlines and means set out above, together with each slate, a declaration in which the individual candidates accept their candidature, must be filed, stating in good faith, the inexistence of reasons for ineligibility and incompatibility, as well as the existence of the requisites for the respective positions, in addition to information on directorships held in other companies.

Each candidate can be presented only on one slate at the risk of being declared ineligible.

Only Shareholders which, individually or together with others, hold shares with voting rights comprising at least 4.5% of the share capital (as established by Consob executive motion No. 3 of January 24, 2019) have the right to present slates. Shareholders should request their filing intermediaries to send to the e-mail address basicnet@pecserviziotitoli.it, at the latest by the deadline for the publication of the slates by the Issuer, therefore by March 29, 2019, a communication, with efficacy at the slate presentation date, declaring the ownership of a number of shares, with voting rights, required for the presentation of the slate.

SHAREHOLDERS' MEETING OF APRIL 19, 2019

Each Shareholder, in addition to shareholders belonging to the same group, in accordance with Article 2359 of the Civil Code and the parties belonging to, also through subsidiaries, a shareholder agreement in accordance with Article 122 of Legislative Decree No. 58 of February 24, 1998, may not present, nor through nominees of trust companies, more than one slate. In the case of violation, no consideration is taken of the vote of the Shareholder for any slate presented.

Where only one slate is filed by March 25, or only related slates in accordance with the applicable regulation, further slates may be presented until the third subsequent day. In this case, the minimum percentage for the presentation of slates will be reduced to 2.25% of the share capital.

Slates presented that do not comply with all of the above formalities are considered as not presented.

Finally, Shareholders presenting a "minority slate" should comply with the recommendations of Consob under Communication No. DEM/9017893 - Appointment of members of the Administration and Control Boards - of February 26, 2009.

Each Shareholder may vote for only one slate.

The procedure for electing Statutory Auditors is as follows:

• a. from the slate which obtained the highest number of votes in the shareholders' meeting, based on the progressive order on the slate, 2 standing members and 1 alternate member are elected;
• b. from the slate which obtained the second highest number of votes at the shareholders' meeting, the remaining standing members and the other alternate member are elected, based on the progressive order on the slate.

The Chairperson of the Board of Statutory Auditors is the first candidate indicated on the slate that obtained the second highest number of votes.

In the case of parity of votes between slates, the candidates from the slate having a higher equity investment are elected or, subordinately, with the greater number of shareholders.

In the case of presentation of only one slate, all candidates will be taken from that slate, with the Chairman the first listed on the slate.

Subject to the incompatibilities under the applicable legal provisions, those not considered of good standing and professionalism as per Ministry of Justice Decree of March 30, 2000, No. 162 may not be appointed to the Board of Statutory Auditors, as stated also in the By-Laws. For the application of this decree and as established by Article 17 of the By-Laws, the matters strictly relating to company operations and the sectors closely linked to that in which the company operates are:

• the research, developments, styling, production and sale of products and services, in particular textile products, clothing, footwear, eyewear, leatherwear, sporting equipment and goods, in addition to accessories for these sectors;
• the management and development of brands.

The areas closely related to the company's sector are:

• industrial, commercial and tax law, in addition to economics and business, accountancy and corporate finance.

In addition, those who do not comply with the limit upon the cumulative number of administration and control positions established by the applicable legal and regulatory provisions may not be appointed to the Board of Statutory Auditors (art. 144-duodecies and subsequent of the Issuers' Regulation).

At the meeting of November 13, 2018, the Board of Directors considered that the application of the regulatory provisions and the By-Law provisions ensure a sufficiently diverse range of profiles on the Board of Directors and Board of Statutory Auditors and therefore decided not to adopt additional diversity policies than those

SHAREHOLDERS' MEETING OF APRIL 19, 2019

required by law or recommended by the Self-Governance Code.

With regards to that outlined above, the Shareholders' Meeting is therefore called to appoint the Board of Statutory Auditors and its Chairperson for the years 2019-2020-2021.

4.2 Establishment of the remuneration of the Statutory Auditors.

With regards to the establishment of the remuneration of the members of the Board of Statutory Auditors, in accordance with Article 2402 of the Civil Code, such will be established by the Shareholders' Meeting on its appointment and for the entire mandate. You are therefore invited, on the basis of the proposals which may be drawn up by Shareholders (even during the Shareholders' Meeting itself), to establish the remuneration of the Board of Statutory Auditors.

Turin, March 8, 2019

for the Board of Directors The Chairperson

Marco Daniele Boglione