Basic Net SpA — Proxy Solicitation & Information Statement 2026

Mar 26, 2026

INFO DIGITAL 1900

Report of the Board of Directors on point 5 of the Agenda:

1. Proposed amendments to Articles 3 and 5 of the Shareholders' Meeting Regulations. Resolutions thereon.

Dear Shareholders,

We have called you to the Shareholders' Meeting, in ordinary session, to deliberate, inter alia, on the following item on the Agenda:

Proposed amendment to Articles 3 and 5 of the Shareholders' Meeting Regulation. Resolutions thereon.

This Illustrative Report (the "Report") - prepared by the Board of Directors of the Company pursuant to Article 125-ter of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the "CFA"), and Article 84-ter of the regulations adopted by Consob Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation") - is intended to provide you with information regarding the aforementioned item on the Agenda.

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We are proposing to amend Articles 3 and 5 of the Shareholders' Meeting Regulations to adapt some operational provisions to the actual ways in which Shareholders' Meetings are conducted, in the light of experience. The goal is to render the Shareholders' Meetings more efficient, while always respecting the rights of all shareholders. We are also proposing additional changes/amendments of a formal nature to improve the overall structure.

That said - and with the proviso that reference should be made to the overview below, which summarises all the proposed changes - the main amendments proposed relate to:

• Article 3: a provision that representatives of the independent audit firm appointed from time to time may also attend Shareholders' Meetings;
• Article 5: provides a guideline regarding the time for which each entitled person may speak. This is in order to ensure that the Shareholders' Meeting proceedings are properly, regularly and orderly conducted, that all entitled persons in attendance can contribute, encouraging a balanced discussion, and that the Shareholders' Meeting can conclude its proceedings in one session. This measure is particularly useful in Shareholders' Meetings with a large number of attendees, preventing excessively long individual speeches from limiting other members' participation. Under the current regulations, meanwhile, those entitled to vote may ask questions on Agenda items even before the Shareholders' Meeting, receiving answers, at the latest, during the Shareholders' Meeting. As such, more efficient management of Shareholders' Meeting time does not affect the opportunity to ask questions, but optimises the conduct of the Shareholders' Meeting, improving participation and debate.

The proposed changes to the text of Articles 3 and 5 of the Shareholders' Meeting Regulation are as follows (deletions are struck through while additions are highlighted in bold and underlined).

Proposed amendment to Article 3 of the Shareholders' Meeting Regulation

| Current text
Article 3 | Proposed text
Article 3 |
| --- | --- |
| Company functionaries and Directors and functionaries of Group companies may attend the Shareholders' Meeting. On the invitation, and however with the consent of the Chairperson, professionals, consultants, financial analysts, university students and qualified and accredited journalists may follow the business of the Meeting, without the right to intervene and vote. | Company functionaries and Directors and functionaries of Group companies may attend the Shareholders' Meeting. The Shareholders' Meeting may be attended by employees of the Company and Group companies, in addition to relevant Directors, Statutory Auditors and representatives of the independent audit firm. On the invitation, and however with the consent of the Chairperson, professionals, consultants, financial analysts, university students and qualified and accredited journalists may follow the business of the Meeting, without the right to intervene and vote. |
| Persons accredited to follow the meeting must report for identification by the Company's appointees at the | Persons accredited to follow the meeting must report |

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entrance of the premises where the Meeting is to be held and collect a special badge to be exhibited upon request.
for identification by the Company's appointees at the entrance of the premises where the Meeting is to be held and collect a special badge to be exhibited upon request.

Proposed amendment to Article 5 of the Shareholders' Meeting Regulation

| Current text
Article 5 | Proposed text
Article 5 |
| --- | --- |
| In handling the matters on the Agenda, the Chairperson, with the consent of the Meeting, may follow a different Agenda from that posted on the Call Notice.

Similarly, it is within their authority to discuss two or more Agenda items jointly.

The matters are handled by the Chairperson and, on his or her invitation, by the Directors, by the Statutory Auditors, by the employees of the Company and/or the subsidiaries, in addition to any external experts invited.

Except where the Chairperson considers it opportune or where a specific request is presented, approved by the Shareholders' Meeting, the documentation which is filed in advance is not read, which is made available to interested parties as indicated in the Call Notice.

The Chairperson, taking account of the subject matter and importance of the individual items on the Agenda, may establish at the start of the meeting the time to be allotted to each speaker, which must not be less than 10 minutes. Following this period, the Chairperson of the Shareholders' Meeting may invite the speaker to conclude his/her contribution within five minutes.

The Chairperson of the Shareholders' Meeting may remind speakers to comply with the time limits for speaking established in advance and to keep to the matters stated in the Agenda.

Voting right holders present at the Meeting are entitled to speak on each of the topics under discussion. Those who have already spoken in the discussion may request the floor for a second time on the same topic only for the purpose of offering a rebuttal or proposing a vote. Those who wish to take the floor must request such in writing from the Chairperson of the Shareholders' Meeting or the secretary, indicating the matter on the Agenda which the contribution concerns. The request may be presented until the Chairperson of the Shareholders' Meeting has declared the discussion on the matter closed. | In handling the matters on the Agenda, the Chairperson, with the consent of the Meeting, may follow a different Agenda from that posted on the Call Notice.

Similarly, it is within their authority to discuss two or more Agenda items jointly.

The matters are handled by the Chairperson and, on his or her invitation, by the Directors, by the Statutory Auditors, by the employees of the Company and/or the subsidiaries, in addition to any external experts invited.

Except where the Chairperson considers it opportune or where a specific request is presented, approved by the Shareholders' Meeting, the documentation which is filed in advance is not read, which is made available to interested parties as indicated in the Call Notice.

The intervention of each person entitled to speak must be clear and concise, strictly relevant to the matter under discussion, and must be given in the time deemed appropriate by the Chairperson. The Chairperson, taking account of the subject matter and importance of the individual items on the Agenda, may establish at the start of the meeting the time to be allotted to each speaker, which must not be less than 10 minutes, which shall normally not exceed five minutes, in order to ensure the proper, regular and orderly conduct of the Shareholders' Meeting proceedings and that the Shareholders' Meeting may conclude its business in one session. Following this period, the Chairperson of the Shareholders' Meeting may invite the speaker to conclude his/her contribution within five minutes.

The Chairperson of the Shareholders' Meeting may remind speakers to comply with the time limits for speaking established in advance and to keep to the matters stated in the Agenda.

Voting right holders present at the Meeting are entitled to speak on each of the topics under discussion. Those who have already spoken in the discussion may request the floor for a second time on the same topic, in the time deemed appropriate by the Chairperson, and, normally, not exceeding two minutes, only for the purpose of offering a rebuttal or proposing a vote. Those who wish to take the floor must request such in writing from the Chairperson of the Shareholders' Meeting or the secretary, indicating the matter on the Agenda which the contribution concerns. The request may be presented until the Chairperson of the Shareholders' |

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3

| The Chairperson and, on his or her invitation, the Directors, Statutory Auditors, employees of the Company and/or subsidiaries, in addition to any external experts invited, respond to orators at the end of all contributions under discussion, or after each contribution, taking account also of any questions drawn up by shareholders before the Shareholders’ Meeting, which have not been responded to by the Company. | Meeting has declared the discussion on the matter closed.
The Chairperson and, on his or her invitation, the Directors, Statutory Auditors, employees of the Company and/or subsidiaries, in addition to any external experts invited, respond to orators at the end of all contributions under discussion, or after each contribution, taking account also of any questions drawn up by shareholders before the Shareholders’ Meeting, which have not been responded to by the Company. |
| --- | --- |

Dear Shareholders,

should you agree with the proposed changes, we invite you to adopt the following motion:

"The Shareholders' Meeting of BasicNet S.p.A., meeting in ordinary session:

• having acknowledged and reviewed the Directors' Illustrative Report and the proposals contained therein:

resolves

1. to approve the proposed amendments to Articles 3 and 5 of the Shareholders' Meeting Regulation, as set out in the Report;
2. to confer upon the Board of Directors, and on its behalf to the Chairperson and the Chief Executive Officers, severally and with the power to sub-delegate within the limits of the law, all the broadest powers to carry out any activity useful or necessary in executing this resolution, including that of making such amendments, corrections, additions or deletions of a non-substantial nature as may be required or suggested by the competent Authorities".

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This Illustrative Report will be filed within the legal and regulatory deadlines at the Company's registered office in Turin, Largo Maurizio Vitale No. 1, on its website (www.basicnet.com, Shareholders' Meetings section), and on the authorised storage mechanism "" ().

for the Board of Directors

The Chairperson

Marco Daniele Boglione