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BasicNet

Shareholders' Meeting of April 16, 2026

REPORTS ON MATTERS ON THE AGENDA

CONTENTS

	PAGE
SHAREHOLDERS' MEETING CALL NOTICE	3
STATUTORY FINANCIAL STATEMENTS AT DECEMBER 31, 2025, ACCOMPANIED BY THE DIRECTORS' REPORT, INCLUDING THE 2025 SUSTAINABILITY STATEMENT PREPARED PURSUANT TO LEGISLATIVE DECREE NO. 125/2024, THE INDEPENDENT AUDITORS' REPORT AND THE BOARD OF STATUTORY AUDITORS' REPORT. RESOLUTIONS THEREON. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE BASICNET GROUP AT DECEMBER 31, 2025.	4
PROPOSAL FOR THE ALLOCATION OF THE NET PROFIT FOR 2025 AND THE DISTRIBUTION OF A DIVIDEND. RESOLUTIONS THEREON.	5
REMUNERATION POLICY AND REPORT:
3.1 BINDING RESOLUTION ON THE FIRST SECTION AS PER ARTICLE 123-TER, PARAGRAPHS 3-BIS AND 3-TER, OF LEGISLATIVE DECREE NO. 58/1998.	6
3.2 NON-BINDING RESOLUTIONS ON THE SECOND SECTION AS PER ARTICLE 123-TER, PARAGRAPH 6, OF LEGISLATIVE DECREE NO. 58/1998.	7
ANNEX – REPORT ON REMUNERATION POLICY AND ON AMOUNTS PAID DRAWN UP AS PER ARTICLES 123-TER OF THE CONSOLIDATED FINANCE ACT AND 84 QUATER OF THE ISSUERS' REGULATION.	8
AUTHORISATION OF THE PURCHASE AND UTILIZATION OF TREASURY SHARES. RESOLUTIONS THEREON.	36
PROPOSED AMENDMENTS TO ARTICLES 3 AND 5 OF THE SHAREHOLDERS' MEETING REGULATIONS. RESOLUTIONS THEREON.	40
EXTRAORDINARY SESSION
PROPOSED AMENDMENTS TO ARTICLES 10 (RIGHT TO ATTEND AND PROXIES AT SHAREHOLDERS' MEETINGS), 14 (BOARD OF DIRECTORS' MEETINGS), 16 (BOARD OF DIRECTORS' POWERS AND LEGAL REPRESENTATION), AND 20 (EXECUTIVE OFFICER FOR FINANCIAL REPORTING) OF THE BY-LAWS. RESOLUTIONS THEREON.	43
SHAREHOLDERS' MEETING REGULATION	51

BasicNet

SHAREHOLDERS' MEETING CALL NOTICE

Dear Shareholders,

the Agenda for the ordinary and extraordinary Shareholders' Meeting scheduled for April 16, 2026 at 11:00 AM, called through notice published on the company website www.basicnet.com/contenuti/datifinanziari/assembleeAzionisti.asp on March 12, 2026 and in the "il Giornale" newspaper on March 13 comprises:

Ordinary session

Statutory Financial Statements at December 31, 2025, accompanied by the Directors' Report, including the 2025 Sustainability Statement prepared pursuant to Legislative Decree No. 125/2024, the Independent Auditors' Report and the Board of Statutory Auditors' Report. Resolutions thereon. Presentation of the Consolidated Financial Statements of the BasicNet Group at December 31, 2025.
Proposal for the allocation of the net profit for 2025 and the distribution of a dividend. Resolutions thereon.
Remuneration Policy and Report:
3.1 Binding resolution on the First Section as per Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58/1998.
3.2 Non-binding resolution on the Second Section as per Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998
Authorisation of the purchase and utilisation of treasury shares. Resolutions thereon.
Proposed amendments to Articles 3 and 5 of the Shareholders' Meeting Regulations. Resolutions thereon.

Extraordinary session

Proposed amendments to Articles 10 (Right to Attend and Proxies at Shareholders' Meetings), 14 (Board of Directors' Meetings), 16 (Board of Directors' Powers and Legal Representation), and 20 (Executive Officer for Financial Reporting) of the By-Laws. Resolutions thereon.

BasicNet

Illustrative Report of the Board of Directors on point 1 of the Agenda

Statutory Financial Statements at December 31, 2025, accompanied by the Directors' Report, including the 2025 Sustainability Statement prepared pursuant to Legislative Decree No. 125/2024, the Independent Auditors' Report and the Board of Statutory Auditors' Report. Resolutions thereon. Presentation of the Consolidated Financial Statements of the BasicNet Group at December 31, 2025.

Dear Shareholders,

we submit, for your deliberation, the following:

MOTION

the Shareholders' Meeting of BasicNet S.p.A., having reviewed the 2025 results, the Directors' Report, including the 2025 Sustainability Statement prepared pursuant to Legislative Decree No. 125/2024, and having noted the Board of Statutory Auditors' Report and that of the Independent Audit Firm EY S.p.A.,

RESOLVES

to approve the Financial Statements at December 31, 2025, in relation to each individual part and in its entirety.

Turin, March 11, 2026

for the Board of Directors

The Chairperson

Marco Daniele Boglione

BasicNet

Illustrative Report of the Board of Directors on point 2 of the Agenda:

Proposal for the allocation of the net profit for 2025 and the distribution of a dividend. Resolutions thereon.

Dear Shareholders,

We propose the allocation of the net profit of Euro 126,280,329.21 as follows:

- to each of the 47,748,000 ordinary shares in circulation (excluding the 6,252,000 treasury shares held at March 11, 2026), a dividend of Euro 0.16 before withholding taxes for an amount of	Euro	7,639,680.00
- to unrealised exchange gains reserves, for a total of	Euro	1,465.91
- to retained earnings the residual amount, for a total of	Euro	118,639,183.30

The dividend will be paid from April 29, 2026, with record date of April 28, 2026 and coupon date (No. 19) of April 27, 2026.

We also propose that, if at the dividend coupon date the number of shares with dividend rights is lower than indicated above due to any share buy-backs by the company, the relative dividend will be allocated to retained earnings, as will any rounding made on payment.

We propose therefore the following:

MOTION

BasicNet S.p.A. Ordinary Shareholders' Meeting

RESOLVES

to approve the proposed allocation of the net profit for the year of Euro 126,280,329.21, as presented above, and the proposed payment of a dividend of Euro 0.16 to each of the ordinary shares in circulation and entitled to receive dividends on the coupon date.

Turin, March 11, 2026

for the Board of Directors

The Chairperson

Marco Daniele Boglione

BasicNet

Illustrative Report of the Board of Directors on point 3 of the Agenda:

3. Remuneration Policy and Report:

Dear Shareholders,

in accordance with Article 123-ter, paragraph 3-ter of Legislative Decree No. 58/1998, we submit to voting the Remuneration Report.

The Remuneration Report, approved by the Board of Directors on March 11, 2026, and published in full on the company's website at www.basicnet.com/contenuti/datifinanziari/assembleeAzionisti.asp is attached to this report (Appendix 1). It consists of two sections:

(i) the first section, which outlines the company's remuneration policy for the Administration and Control Boards, General Managers and Senior Executives, without prejudice to Article 2402 of the Civil Code for the remuneration of members of the control boards;

(ii) the second section, which outlines the remuneration paid to members of the Administration and Control Boards, to the General Managers and to the Senior Executives in the reporting year.

3.1 Binding resolution on the First Section as per Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58/1998.

Where you agree with the content of "Section I" of the Remuneration Report, we invite you to approve the following motion:

"The Shareholders' Meeting,

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" of the Company's remuneration policy

resolves

to approve "Section I" of the Remuneration Report prepared by the Company.

Turin, March 11, 2026

for the Board of Directors

The Chairperson

Marco Daniele Boglione

BasicNet

3.2 Non-binding resolution on the Second Section as per Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998

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

"The Shareholders' Meeting,

having examined "Section II" relating to the remuneration paid to members of the Administration and Control Boards, General Managers and Senior Executives in the reporting year

approves, with a consultative, non-binding resolution,

"Section II" of the Remuneration Report".

Turin, March 11, 2026

for the Board of Directors

The Chairperson

Marco Daniele Boglione

BasicNet

ANNEX

REMUNERATION POLICY AND REPORT

Prepared in accordance with Articles 123-ter of the Consolidated Finance Act and 84-quater of the Issuers' Regulation

Website: www.basicnet.com

Date of approval of Report: March 11, 2026

BasicNet

Glossary ... 10
Introduction ... 12
SECTION 1 ... 13
SECTION 2 ... 24

BasicNet

Glossary

Directors
The members of the Board of Directors of BasicNet S.p.A.

BasicNet or Company
BasicNet S.p.A.

Civil Code
Royal Decree No. 262 of March 16, 1942, as subsequently amended and supplemented.

Corporate Governance Code
The Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee.

Remuneration Committee or Committee
The Remuneration Committee set up within the Board of Directors of BasicNet S.p.A.

Board of Directors
The Board of Directors of BasicNet S.p.A.

Senior Executives
The Senior Executives are those persons entrusted with the power and responsibility - directly or indirectly - for the planning, management and control of company operations, comprising Directors (executives and non) of the Company (IAS 24, paragraph 9) (according to the definition as per Annex 1 of the Consob Regulation concerning related party transactions adopted with Resolution No. 17221 of March 12, 2010, as subsequently amended and supplemented).

Group
BasicNet and its subsidiaries in accordance with Article 93 of the CFA.

Executive Board
the Company's Board of Directors or one or more of its members to whom the Board of Directors has delegated, in whole or in part, the implementation of the Share Plan.

Connected Persons
The spouse, partner equivalent to a spouse (civil union partner or de facto cohabitee), supported children (even where not cohabiting), relatives and in-laws cohabiting for at least one year, the companies controlled by the Directors, Statutory Auditors or Senior Executives.

Share Plan
The "2024-2027 Stock Grant" plan based on BasicNet S.p.A. shares approved by BasicNet's Shareholders' Meeting on April 16, 2024, designed to retain and incentivise employees and Directors of the Company and/or its subsidiaries.

Remuneration Policy or Policy
The Policy adopted by the Company in relation to the remuneration and compensation paid to the members of the Board of Directors and Senior Executives of the Company.

BasicNet

Issuers' Regulation

The Regulation promulgated by Consob with Resolution no. 11971 of May 14, 1999 regarding issuers, as subsequently amended and supplemented.

Related Parties Regulation

The Regulation issued by Consob with Resolution No. 17221 of March 12, 2010 on related party transactions, as subsequently amended and supplemented.

Report

This Remuneration Policy and Report prepared in accordance with Article 123-ter of the CFA and 84-quater of the Issuers' Regulation.

Statutory Auditors

The members of the Board of Statutory Auditors of BasicNet S.p.A.

Consolidated Finance Act or CFA

Legislative Decree No. 58 of February 24, 1998.
Consolidated Finance Act.

BasicNet

Introduction

This Report, prepared in accordance with Article 123-ter of the CFA and Article 84-quater of the Issuers' Regulation, illustrating the Remuneration Policy and Report of the Company, was reviewed by the Remuneration Committee, in its consultative and advisory role to the Board of Directors, and approved by the Board of Directors on March 11, 2026.

The Remuneration Policy and Report consists of two sections:

→ Section I): describes, with reference to the year 2026, the remuneration policy of the members of the administrative bodies, Senior Executives and the control body of the Company, subject in any case to the provisions of Article 2402 of the Civil Code, in addition to the procedures used for the adoption and implementation of this policy. Section I will be submitted to the binding vote of the shareholders at the Shareholders' Meeting called for April 17, 2026 for, inter alia, the approval of the financial statements at December 31, 2025, as provided by paragraph 3-ter of Article 123-ter of the Consolidated Finance Act.

→ Section II): details the remuneration paid during the year ended December 31, 2025 by the Company and BasicNet's Subsidiaries to the Company's Directors, Statutory Auditors and Senior Executives. This section, which sets out each of the items making up the remuneration of the individuals concerned, will be subject to the non-binding vote of the aforementioned Shareholders' Meeting called for April 17, 2026.

The Remuneration Policy may be subject to revision by the Company's Board of Directors, on the proposal of the Remuneration Committee. Any revision of the Policy shall be submitted for approval to the Shareholders' Meeting, pursuant to Article 123-ter, Paragraph 3-bis, of the CFA.

The report also includes information on the equity investments held in the Company by the members of the management and supervisory bodies, by the General Managers and by the Senior Executives, supplied in accordance with Schedule 7-ter of Annex 3A to the Issuers' Regulation.

This document is available for consultation at the Company's registered office, on its website www.basicnet.com, in the "Shareholders' Meetings/2026" section, and on the centralised authorised storage mechanism , .

BasicNet

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 application of the Remuneration Policy are the following:

the ordinary Shareholders' Meeting, which:
on appointment, sets the annual remuneration of the Board, in addition to the right of the Chairperson and certain other Senior Directors, to receive termination indemnity;
on appointment and for the entire duration of mandate, decides the annual remuneration of the Statutory Auditors, in accordance with Article 2402 of the Civil Code;
deliberates on the share-based remuneration plans or financial instruments proposed by the Board of Directors, referring their effective application to the Board;
expresses, in accordance with Article 123-ter, paragraph 3-ter of the CFA, a binding vote on Section I of the Report prepared by the Board of Directors, according to the time period set by the policy itself, and in any case every three years and upon any amendments to the policy. The Shareholders' Meeting of April 17, 2025 approved the document as follows:
votes in favour: 60,258,968, equal to 99.2635% of those attending the Shareholders' Meeting;
votes against: 447,110, equal to 0.7365% of those attending the Shareholders' Meeting;
abstaining: 1, equal to 0.0000% of those attending the Shareholders' Meeting.
expresses, pursuant to Article 123-ter, paragraph 6 of the CFA, a non-binding vote on Section II of the Report prepared by the Board of Directors. As a result of the votes, the Shareholders' Meeting of April 17, 2025, expressed a positive opinion with:
votes in favour: 60,271,289, equal to 99.2636% of those attending the Shareholders' Meeting;
votes against: 447,110, equal to 0.7364% of those attending the Shareholders' Meeting;
abstaining: 1, equal to 0.0000% of those attending the Shareholders' Meeting.
the Board of Directors, which:
prepares and approves the Remuneration Policy;
allocates the remuneration established for Directors by the Shareholders' Meeting (where the Shareholders' Meeting has not already done so) and determines, in consultation with the Remuneration Committee, the remuneration of Senior Directors consistent with the Remuneration Policy, as approved by the Shareholders' Meeting;
after consultation with the Remuneration Committee and the Related Parties Committee and the Board of Statutory Auditors, grants any bonuses to Executive Directors and/or Senior Executives, in the form of one-off payments, in relation to their specific contribution to the achievement, or the achievement, of particular strategic or management results or - even more exceptionally - in order to retain resources, thus rewarding and recognising talent;

BasicNet

approves the Remuneration Policy Report to be submitted to the Shareholders' Meeting pursuant to Article 123-ter of the CFA;
defines and enacts the share-based remuneration plans or financial instruments approved by the Shareholders' Meeting;
may delegate to the managers responsible for each operating function (so-called ".com") powers of remuneration for Executives and other Company staff, and advise the Chief Executive Officers of the subsidiary companies on remuneration for Executives and other respective staff, including as regards any bonus mechanisms, as identified within the budget of each company; and
constitutes the Remuneration Committee;
the Chairperson of the Board of Directors, who:
proposes the Group's Remuneration Policy, submitting it for the opinion of the Remuneration Committee and the approval of the Board of Directors;
proposes remuneration measures for individual Executive Directors, submitting them to the Remuneration Committee for its opinion (where the Remuneration Committee itself does not carry out this task) and for Board of Directors approval;
provides the Remuneration Committee with the information required to formulate proposals regarding the criteria for the remuneration of Senior Directors or Senior Executives.
the Remuneration Committee, which:
assists the Board in developing the Remuneration Policy;
presents to the Board of Directors proposals for the remuneration of Senior Directors or Senior Executives;
periodically assesses the practical application of the Remuneration Policy for Executive Directors and Senior Directors;
assesses periodically, and upon preparation of the Report, the overall adequacy and consistency of the Remuneration Policy for Directors and Senior Executives and, in particular, in assisting the Board of Directors, makes proposals or expresses opinions (i) on the general criteria for the remuneration of Directors and Senior Executives; and (ii) on any annual and/or long-term incentive plans;
assesses the proposals for the allocation of remuneration departing from the Remuneration Policy most recently approved by the Shareholders, for example for proposals to award extraordinary bonuses or additional elements of remuneration to the Directors and/or Senior Executives;
the Related Parties Committee, which:
expresses its opinion on proposals for the allocation of remuneration departing from the Remuneration Policy most recently approved by the Shareholders, for example for proposals to award extraordinary bonuses or additional elements of remuneration to Executive Directors and/or Senior Executives;
expresses its opinion on the allocation of remuneration to Directors and/or Senior Executives who are classified as Related Parties of the Company;
the Board of Statutory Auditors, which:
draws up the opinions required under the applicable regulation with regards to the remuneration proposals of Senior Directors pursuant to Article 2389 of the Civil Code;

BasicNet

the Independent Audit Firm, which:
verifies that the Directors have prepared Section II of the Report, as required by paragraph 8-bis of Article 123-ter of the CFA.

b. Involvement of a Remuneration Committee or another Committee on the issue of remuneration. Composition (with the distinction between Non-Executive and Independent Directors), duties and procedures; and any additional measures to avoid or manage conflicts of interest.

The Remuneration Committee currently in office was appointed at the Board of Directors meeting of April 17, 2025 and is composed of Non-Executive Directors Carlo Pavesio (Chairperson) and Daniela Ovazza, and Non-Executive and Independent Directors Piera Braja and Francesco Calvo.

The Board of Directors, on appointment, considered that the knowledge and experience of the Independent Non-Executive Directors and the Non-Executive Directors called to sit on the Committee guarantees its proper functioning.

The Committee meets as often as necessary to carry out its activities and, in any case, when called by the Chairperson of the Committee, or when requested by the Chairperson of the Board of Directors, or the Board of Statutory Auditors. The work of the Committee is overseen and coordinated by the Chairperson of the Committee.

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

The Chairperson of the Committee takes minutes of the Remuneration Committee meetings. The proposals of the Remuneration Committee are contained in the minutes book of the Remuneration Committee and reported and/or referenced in the minutes of the Board of Directors meetings at which they are drawn up.

The Remuneration Committee presents proposals or expresses opinions to the Board of Directors on the remuneration of Senior Directors and of the Senior Executives of the Group, and periodically assesses the adequacy of the remuneration policy within the Company's strategy.

The Committee transfers to the prior examination of the Related Parties Committee any proposals for the allocation of remuneration that do not comply with the Remuneration Policy most recently approved by the Shareholders, before submitting them to the Board of Directors, as well as the proposals for the allocation of remuneration to Directors and/or Senior Executives who qualify as Related Parties of the Company. Each proposal is adopted in full compliance with the criteria of transparency and independence, taking note of the declarations of the parties who may have an interest with regard to specific decisions of the Committee.

c. How the Company has taken into account the remuneration and working conditions of its employees in determining its Remuneration Policy

The Group recognises the central importance of human resources, in the firm belief that the principal factor determining the success of the business is the individual acting in an environment which supports professional and human growth. In this context, BasicNet's Remuneration Policy is determined by taking into consideration aspects of the remuneration and working conditions of the Company's employees. Both respond to the aim of attracting, retaining and motivating human resources with the necessary skills to oversee and develop the Company's activities and to lay the foundations to pursue the long-term interest and sustainability of the Company.

As regards remuneration, consistent with the goal of promoting value creation in the medium to long term, aligning management interests with those of shareholders and prudent risk management, the system adopted by BasicNet comprises: (i) a fixed annual component; (ii) a possible short-term incentive component, consisting of an annual monetary incentive, determined ex post based on the results achieved, for Executive Directors, Senior Executives and other employees in strategic roles within the Company or subsidiaries; (iii) a long-term incentive component derived from a financial instrument-based plan targeted at a select group of

BasicNet

key staff, including Executive Directors, Senior Executives and other employees in strategic roles within the Company or subsidiaries; and (iv) possible ancillary benefits and services.

Employees and collaborators are offered opportunities for growth based on merit, professional skills and participation in the company's development processes, including through an automatic, scheduled system that allows periodic performance evaluation and position review.

In line with BasicNet's philosophy, employees' working conditions play a decisive role, alongside remuneration, in fostering a sense of belonging to the Group and building corporate identity, which in turn is recognised as a critical success factor. Working activities are carried out at sites designed to put the person at the centre, where they can enjoy a series of services and spaces that are ideal for work, recreation, and group activities.

Additional information about BasicNet's policies regarding the management of social and Human Resources-related issues can be found in the Consolidated Sustainability Statement, included in the Directors' Report, published at www.basicnet.com, Financial data/Financial Statements section.

d. Details of independent experts involved in the preparation of the Remuneration Policy

No independent experts were utilised in the preparation of the Remuneration Policy.

e. Purpose of the Remuneration Policy, its underlying principles, its duration, and, in the event of a review, a description of the changes from the Remuneration Policy last submitted to the Shareholders' Meeting and how such review takes into account the votes and evaluations cast by shareholders at that Meeting or thereafter.

In accordance with the law, the Remuneration Policy has a maximum duration of three financial years, without prejudice to the Board of Directors' right to submit to the Shareholders' Meeting a new Remuneration Policy and/or any changes it deems appropriate during that period. In accordance with corporate practice, however, the Policy is prepared for each financial year. BasicNet S.p.A.'s Remuneration Policy as outlined below has therefore been defined in relation to FY 2026. The purpose of the Remuneration Policy is to establish in the Company's interest a remuneration that is adequate to attract, retain and motivate Executive Directors and Senior Executives with the professional qualities required to successfully oversee the management of the Company and the Group and to align the interests of the Human Resources with the pursuit of the priority objective of creating value for all stakeholders in the medium to long term.

Also to this end, the BasicNet Shareholders' Meeting of April 16, 2024, approved the introduction of a share-based remuneration and incentive plan (i.e. the "2024-2027 Stock Grant" Plan) to retain and attract individuals who play or will play significant roles in the pursuit of the Company's long-term interests and sustainability.

The Remuneration Policy, which is in line with BasicNet's Human Resources management philosophy, is centred on fostering a strong sense of belonging to the Group. This sense of belonging is fostered by and reflected in the workplaces themselves, characterised by the coexistence of offices, residences, stores, services, and gathering areas. The principles underlying the Remuneration Policy follow from the Company's philosophy regarding human resource management:

(i) fixed remuneration adequately remunerates the performance of the Executive Directors and Senior Executives identified by the Board of Directors of BasicNet;

(ii) the loyalty and protection of the Group's staff is ordinarily encouraged through the development of internal professional growth, a working environment organised with an eye to following the principles of human living (residence, work and leisure) with the desire to satisfy the "basic" needs of the individual, and the recognition of employee services (e.g. free parking, discounts on purchases of company products, gyms, and museum access, catering services and home delivery of meals when working remotely, a help desk for parcel collection, and delivery service for private errands).

(iii) the potential for short-term ex-post rewards for exceptional performance, consistent with the Group's corporate culture. The Board of Directors, having consulted with the Remuneration Committee (or the Chairperson, or the Vice-Chairperson responsible for each operational function, the .com's, with

BasicNet

reference to the other Human Resources of the Group), may grant some form of bonus to Executive Directors and/or Senior Executives (and/or to the other Human Resources of the Group), in the form of one-off payments, in relation to their specific contribution to the achievement, or the achievement, of particular strategic or management results or, even more exceptionally, with the aim of retaining resources, thus rewarding and recognising talent.

This principle involves not adopting short-term incentive systems defined in advance, so as not to make the management decision-making process overly rigid, in a company that is known for its flexibility, speed of action and reaction to seize market opportunities and protect the value generated (a choice that has always been an integral feature of the Company since it first established its business model);

(iv) furthermore, as noted above, the Shareholders' Meeting of the Company, aware that it is putting in place an incentive tool in the medium to long term, approved the Share Plan designed to improve staff loyalty.

The founding criteria of the Remuneration Policy, as explained in more detail in the preceding sections, are in line with those of previous years.

f. Description of the policies concerning fixed and variable remuneration components, with specific regard to the identification of the related weight under the scope of total salary and the distinction between the short and medium- to long-term variable components.

Remuneration of the Non-Executive Directors.

The remuneration awarded to Non-Executive Directors for the office is established by the Shareholders' Meeting upon appointment.

The Board of Directors also awards remuneration to Non-Executive Directors who serve on Committees established within the Board of Directors. Directors who are appointed Chairpersons of internal Board committees do not receive any additional remuneration.

An insurance policy is provided to cover third-party liability for members of the Board of Directors, General Managers, where appointed, and Senior Executives in the performance of their duties. This is designed to indemnify the beneficiaries and the Company against charges arising from related compensation, and excludes cases of malicious intent.

Remuneration of the Executive Directors.

The remuneration structure for Executive Directors makes provision for an additional fee on top of that set by the Shareholders' Meeting for all Directors, which is determined according to the powers and delegations assigned to them and the commitment required.

This remuneration, which was approved by the Board of Directors pursuant to Article 2389, paragraph 3, of the Civil Code, following a proposal by the Remuneration Committee and consultation with the Board of Statutory Auditors, is composed of:

a fixed remuneration, commensurate with responsibilities and deemed appropriate to remunerate the skills, experience and commitment associated with the position held by each Executive Director. The fixed component is adequate to remunerate the performance of the Executive Director in line with the responsibilities of his/her office. In some specific cases, fixed remuneration has been updated, as indicated in Section II of this Report, to take into account the increase in delegated authority and powers granted and the relative responsibilities for certain Group Directors;
without prejudice to the fact that for the Executive Directors of BasicNet there is no variable component in the remuneration contractual structure; the Board of Directors, on the proposal of the Chairperson, after consultation with the Remuneration Committee and the opinion of the Related Parties Committee and the Board of Statutory Auditors, reserves the right to establish an additional one-off bonus, based on particular

BasicNet

results achieved on the completion of corporate transactions to the sustainable success of the Group, or for retention purposes.

On March 11, 2026, the Board of Directors resolved, following consultation with the Remuneration Committee, and with the favourable opinion of the Related Parties Committee and the Board of Statutory Auditors, to award extraordinary remuneration to the Executive Officers and the CFO, considering the additional commitment required in relation to the Group's corporate transactions and new brand integration and organisational strengthening activities.

g. Policy in relation to non-monetary benefits.

In addition to the fixed component, non-monetary benefits may be conferred, by way of non-exhaustive example, such as life or health insurance policies for Executive Directors and Senior Executives. In addition, the Chairperson of BasicNet is granted, for the duration of his/her mandate, the use of a property located within the "BasicVillage" in Turin called "Foresteria – loft People on the Move." The Company provides Human Resources with the use of company-owned vehicles, including for non-exclusive private use.

h. With reference to the variable components, a description of the performance and financial and non-financial targets, and where appropriate taking into account the criteria relating to corporate social responsibility, on the basis of which they are assigned, distinguishing between short-term and medium/long-term variable components, and information on the link between the change in results and the change in remuneration.

The Board of Directors meeting of March 8, 2024 also approved the submission to the Shareholders' Meeting of a remuneration and incentive plan called the "2024-2027 Stock Grant," to be executed through the free allocation of shares, as an incentivisation and retention tool for those individuals who - in the opinion of the implementing executive board - may be considered strategic for the Company in contributing to its growth, development and value creation.

The Share Plan has the following features:

its purpose is the free grant of a maximum total of 2,000,000 (two million) Rights granting the Beneficiaries the right to receive a maximum total of 2,000,000 (two million) BasicNet ordinary shares, subject to the fulfilment of the Vesting Conditions (as defined under the Share Plan).
the beneficiaries are the Employees and Directors of the Company and Subsidiaries, as identified from time to time by the Executive Board;
the number of rights to be granted to each beneficiary under the Share Plan is determined by the executive board on the basis of, among other criteria: the significance of their role within the Group; the importance of maintaining the relationship with the beneficiary; the beneficiary's contribution to the Company's value creation; the beneficiary's talent and potential; and the beneficiary's expertise and knowledge of the sector in which the Group operates;
the Vesting Conditions may be set within a minimum period of two years and a maximum of five years;
the vesting of the rights is subject to the Vesting Conditions, established for each beneficiary, at the discretion of the Executive Board, and may consist of the retention target alone or may include, along with the retention target, the Performance Targets and/or personal targets, and/or sustainability targets;
the Performance Periods may last a minimum of two years and a maximum of five years each. Rights may be granted during the periods indicated below:
by December 31, 2026 (Third Grant Period); and thereafter
by December 31, 2027 (Fourth Grant Period).

BasicNet

The allocation of the shares to the beneficiary will be subject to verification that the targets set out in the Grant Letter have been achieved. The Share Plan has no lock-up clauses. The disclosure document on the Share Plan, drawn up as per Article 84-bis and Annex 3A, Table 7, of the Issuers' Regulation, is available on the Company website (www.basicnet.com).

At its meeting on February 12, 2025, the Board of Directors approved the regulations of the "2024-2027 Stock Grant" Share Plan and granted the Chief Executive Officers of the Board of Directors all necessary powers to specifically identify the beneficiaries of the Share Plan and the relevant conditions for the vesting of rights, in accordance with the criteria set forth in the Share Plan regulation. This is without prejudice to the Board of Directors' purview where the beneficiary is a Director.

As regards the subsidiary K-Way S.p.A. ("K-Way"), as part of the transaction to sell a minority interest to Permira Strategic Growth Topco S.à r.l. RAIF, agreements were made regarding the appointment and remuneration of the management of K-Way Group companies. Also in this context, at the reporting date, the Chief Executive Officer of K-Way S.p.A. - who is also the Chairperson of the Board of Directors and Chief Executive Officer of the subsidiary K-Way Retail S.r.l. - has entered into agreements that provide for the payment of fixed remuneration, in addition to a variable component (bonus) structured according to a system of management by objectives (MBO). The annual MBOs consist of economic/financial targets made up of achieving certain levels of sales, EBIT, and financial position (representing 50% of the MBO) and personal targets (representing 50% of the MBO) determined by the Board of Directors of K-Way. The total value of the bonus shall not exceed 30% of the fixed gross annual remuneration for the relevant year. These fees are inclusive of the non-competition agreement made by the Senior Executive.

Other executives of the K-Way Group also have annual MBOs in the proportions indicated above.

i. Criteria used to assess the performance targets underlying the grant of shares, options, other financial instruments or other variable components of remuneration, specifying the extent of the variable components to be paid according to the level of achievement of the objectives.

For information regarding the "2024-2027 Stock Grant" Share Plan, see letter h) above.

BasicNet

Vesting of the Rights is conditional upon the Vesting Conditions (as defined under the Share Plan), determined for each beneficiary in the Grant Letter, at the discretion of the Executive Board. This may consist of the retention target alone or may include, along with the retention target, performance and/or personal and/or sustainability targets.

As regards the rights granted in 2025 - which represent the first grant made under the Plan, as no rights were granted during 2024 - the relevant vesting is subject to the achievement of the retention target.

j. Information highlighting the contribution of the Remuneration Policy, and in particular the policy on variable remuneration components, the Company's strategy, the pursuit of long-term interests and the sustainability of the Company.

The structure of fixed remuneration is designed to lead to responsible conduct geared towards the sustainable development of the business, pursuing medium/long-term interests on the basis of corporate strategies, enabling action to be rapidly redirected in the face of unforeseen events or opportunities. This approach avoids the rigidity that goes with incentivising conduct by concluding contracts containing predetermined and specific objectives to which variable remuneration is linked. The fixed remuneration is in line with the market and the powers/responsibilities assigned in the context of the specific organisational structures used by the Company and the actual commitment required, and does not need to be supplemented with short-term variable components in order to be considered adequate. This remuneration strategy creates participation and tension in the achievement of the Company's results by nurturing the sense of belonging to the Group which, as highlighted above, is the pillar of BasicNet's strong identity and corporate culture, which in turn drive the Company's sustainability. Any variable fees are awarded after the fact and on a one-off basis, following the achievement of particularly positive results aimed at increasing the medium/long-term growth prospects of the Company or ensuring its ability to remain in the market.

The "2024-2027 Stock Grant" Share Plan, to be enacted through the free allocation of shares as an incentive and loyalty-building tool, seeks to engage individuals who may be strategic for the Company in contributing to its growth, development and the creation of sustainable value in the medium to long term, as illustrated in the previous letter h).

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 of the variable component (malus or clawback).

The regulation of the "2024-2027 Stock Grant" Share Plan provides that the Board of Directors reserves the unilateral right to obtain the revocation, including partial, of the rights, along with the right not to allocate the shares, in situations where, within the term of the Share Plan, it is determined that the fulfilment of the Vesting Conditions (as defined under the Share plan) has been affected by the beneficiary carrying out any of the following actions:

a) fraudulent or grossly negligent conduct to the detriment of the Company and/or the subsidiary;
b) conduct in violation of legal regulations and/or company standards, codes, procedures and models;
c) violation of the obligations of loyalty and proper management;
d) conduct that results in a significant financial or asset loss for the Company and/or any of the subsidiaries.

There are no contractual clauses allowing the Company to request the repayment, in whole or in part, of variable components of the remuneration paid, also in light of the practice of allocating any additional ex post remuneration.

l. Clauses for the maintenance in portfolio of financial instruments after their acquisition: maintenance periods and criteria utilised for the establishment of this period.

BasicNet

Not applicable to the "2024-2027 Stock Grant" Share Plan, for an explanation of which see point h) above.

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 of Directors, where the Shareholders' Meeting has not already done so, establishes the amount of any Termination Indemnity (TFM) through an annual allocation, for the three-year term of office, and arranges for the subscription, on behalf of the Company, of insurance policies with leading insurance companies, linked to an annual constant premium equal to the allocation quota as Termination Indemnity, in favour of the Chairperson.

The Board of Directors has the power to issue any non-competition agreements with the Executive Directors or Senior Executives for a specific period following the conclusion of their mandate, providing for appropriate remuneration for this in line with market practices.

As part of its remuneration policy, the Group may stipulate that in the event of early termination of office of certain Group Directors, Senior Executives and staff, a Termination Indemnity and/or the rights accrued up to that time related to the "2024-2027 Stock Grant" Share Plan shall nevertheless be paid, and that the residual portion of any extraordinary bonuses shall be governed individually in line with the reason for the termination.

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 non-monetary benefits represented by life or supplementary health policies.

A third-party D&O - Directors' & Officers' Liability civil liability policy covers the Directors, Statutory Auditors and Executives for circumstances relating to the exercise of their functions, excluding incidences of fraud. This concerns insurance cover (which by its nature does not consist of payments) signed independently of the Company for the benefit of all Directors, Statutory Auditors and Executives of the Group.

o. Remuneration policy, if any, adopted for (i) Independent Directors; (ii) committee membership; and (iii) the Chairperson of the Board of Directors and the Chief Executive Officers

Independent Directors do not receive remuneration that differs from the remuneration for their office paid to the other non-Executive members of the Board of Directors.

Remuneration for participation in the Control and Risks and Related Parties Committee and the Remuneration Committee is decided by the Board of Directors following consultation with the Remuneration Committee and with the opinion of the Board of Statutory Auditors. There is no additional remuneration for Chairpersons of the internal Board committees.

BasicNet

The Chairperson of the Board of Directors receives significantly higher remuneration than the other Directors (executive and non) in view of the powers delegated and of the importance of the specific and autonomous role compared to that of the other Directors in relation to the direction and governance oversight on driving sustainable growth, and thus in view of the powers, duties and responsibilities entrusted to the Chairperson's office.

Chief Executive Officers receive remuneration that also takes into account the operational powers and authorities attributed to them and the roles they hold at strategic Group 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.

q. Exceptions from the Remuneration Policy in the presence of exceptional circumstances, and subject to the provisions of Regulation No. 17221 of March 12, 2010, any further procedural conditions under which departures may be applied.

Pursuant to Article 123-ter, paragraph 3-bis, of the CFA, the Company may make exceptions to the Remuneration Policy in the event of exceptional circumstances. Such situations are understood to mean those in which a departure from the Remuneration Policy is necessary in order to pursue the long-term interests and sustainability of the Company as a whole or to ensure the proper trading of the security. "Exceptional Circumstances" include, but are not limited to: (i) the occurrence, at national or international level, of extraordinary and unforeseeable events concerning the Company and/or the Group and/or the sectors and/or markets in which they operate, which significantly affect the Company and/or the Group's results, including the occurrence of significant negative effects not only of an economic or financial nature; (ii) substantial changes in the organization of the business activity, both of an objective nature (such as corporate transactions, mergers, disposals, etc.), and of a subjective nature, such as significant changes in the composition of the Board of Directors or the Senior Executives; (iii) significant changes in the perimeter of the Company's activity during the period of validity of the Remuneration Policy, such as the sale of a company/business unit on whose activity the performance targets of the Remuneration Policy were based, or the acquisition of a significant business not contemplated for the purposes of the preparation of the Remuneration Policy.

Any exceptions will be approved by the Board of Directors, subject to the favourable opinion of the Remuneration Committee. Any exceptions approved shall be disclosed in the subsequent Report, accompanied by the Company's reasons for applying the exception.

That being said, in the absence of an ex ante definition of the short-term variable remuneration components and the related allocation mechanisms, the Company may pay ex post annual bonuses to members of the Board of Directors and Senior Executives, consistent with the principles of the Remuneration Policy and taking into account the results achieved and the contribution made to their achievement.

These bonuses are approved by the Board of Directors, after consultation with the Remuneration Committee and subject to the favourable opinion of the Related Parties Committee and the Board of Statutory Auditors, in accordance with current company procedures. In any case, the total value of bonuses awarded is subject to limits consistent with the structure of total remuneration.

BasicNet

r. Remuneration of the Board of Statutory Auditors

The remuneration policy for Statutory Auditors provides for a fixed fee approved by the Shareholders' Meeting upon appointment. The remuneration takes into account the responsibilities and commitment of the members of the Board of Statutory Auditors and in-depth analysis of the quantification of the commitment required may be submitted by the outgoing Board of Statutory Auditors in view of the Shareholders' Meeting called to determine the remuneration of the Board. There are no variable remuneration components in favour of the Board of Statutory Auditors.

BasicNet

SECTION II

This Section II - prepared as per Article 123-ter, Paragraph 4, of the CFA - will be submitted for a non-binding vote of the Shareholders' Meeting, as per Article 123-ter, Paragraph 6, of the CFA.

The independent audit firm EY S.p.A. has verified the Directors' preparation of Section II of the Report as required by Article 123-ter, paragraph 8-bis, of the CFA. The independent audit firm has not issued any attestation or performed any assignment to verify the contents of this Section II.

Part One

The remuneration of the Directors, Statutory Auditors and Senior Executives of the Company is detailed below.

For the purposes of the Remuneration Policy, BasicNet Directors (whether executive or non-executive), Statutory Auditors and Senior Executives are considered as "Senior Executives". At BasicNet and its subsidiaries, there are no Senior Executives, as strategic decisions are taken by the Chairperson of the Board of Directors and the Chief Executive Officers of BasicNet, within the limits of the powers granted to them. The presence of a Senior Executive at K-Way S.p.A., provided for from FY 2025, ceased in 2026 following the intervening termination of the relationship in question.

The Board of Directors and the Board of Statutory Auditors at the date of this report comprised:

Board of Directors

Name	Office held on the Board	Office held on the Committees
		Remuneration Committee	Control and Risks and Related Parties Committee
Marco Boglione	Chairperson with proxies
Daniela Ovazza	Vice-Chairperson	Member
Alessandro Boglione	Chief Executive Officer
Lorenzo Boglione	Chief Executive Officer
Maria Boglione	Non-Executive Director
Veerle Bouckaert	Executive Director - Company Executive
Piera Braja	Independent and Non-Executive Director	Member	Chairperson
Paola Bruschi	Executive Director- Company Executive
Francesco Calvo	Independent and Non-Executive Director	Member	Member
Marco Enrico	Executive Director - Company Executive
Cristiano Fiorio	Independent and Non-Executive Director		Member
Monica Gamberoni	Executive Director - Company Executive
Carlo Pavesio	Non-Executive Director	Chairperson
Federico Trono	Executive Director - Company Executive

BasicNet

Board of Statutory Auditors

Name	Office held on the Board
Ugo Palumbo	Chairperson
Gianna Luzzati	Statutory Auditor
Alberto Pession	Statutory Auditor
Simonetta Mattei	Alternate Auditor
Riccardo Garbagnati	Alternate Auditor

The remuneration reported in Part Two of this Section refer to the 2025 financial year on an accrual basis.

Remuneration of the members of the Board of Directors

The Shareholders’ Meeting of April 17, 2025 resolved to grant an annual fee of Euro 20 thousand gross of withholding taxes, for each of the Directors, in line with the previous mandate.

Remuneration of Executive Directors

The Board of Directors meeting on April 17, 2025, following the Shareholders’ Meeting that appointed the Board of Directors for the 2025-2027 mandate, resolved on the remuneration pursuant to Article 2389, paragraph 3, of the Civil Code to be assigned to the Senior Directors, in accordance with the powers granted to each, having consulted the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors. Fixed remuneration was allocated as follows:

to the Chairperson of the Board of Directors Marco Daniele Boglione:

remuneration of Euro 1.2 million on an annual basis, along with remuneration for the office of BasicNet Director of Euro 20,000 on an annual basis before statutory withholdings; as per the Shareholders’ Meeting resolution, in line with the previous three-year period, an annual allocation of Euro 500 thousand as Termination Indemnity, through 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 termination indemnity 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; in continuity with the previous three-year period, a “term-life constant capital” life policy for an insured capital amount of Euro 1.5 million; in continuity with the previous three-year period, the use of the property unit located within the BasicVillage and called “Foresteria - Loft People on the Move” and the recognition of the related expenses, with a total normal value of Euro 85 thousand Euro per year;

for the Chief Executive Officer Lorenzo Boglione:

remuneration of Euro 635,000 on an annual basis before withholding taxes, of which Euro 280 thousand for the position at BasicNet and Euro 355 thousand divided among the various Group companies where he serves as Executive Chairperson or Chief Executive Officer. Added to his remuneration are the basic salary due to him as an Executive, amounting to Euro 95,200, remuneration from BasicNet for the office of Director of Euro 20,000 on an annual basis, and the annual premium of Euro 988 for a term-life constant capital insurance policy, for a total annual remuneration of approximately Euro 751,000;

BasicNet

for the Chief Executive Officer Alessandro Boglione:

remuneration of Euro 635,000 on an annual basis before withholding taxes, of which Euro 280 thousand for the position at BasicNet and Euro 355 thousand divided among the various Group companies where he serves as Executive Chairperson or Chief Executive Officer. Added to his remuneration are the basic salary due to him as an Executive, amounting to Euro 95,200, remuneration from BasicNet for the office of Director of Euro 20,000 on an annual basis, and the annual premium of Euro 817 for a term-life constant capital insurance policy, for a total annual remuneration of approximately Euro 751,000;

for other Directors and Committee members, and those in charge of the various internal controls:

to Director Paola Bruschi: in addition to gross annual base remuneration for the office of Executive of the Company amounting to Euro 142,945 and remuneration for the office of BasicNet Director amounting to Euro 20,000 on an annual basis, remuneration of Euro 40,000 on an annual basis as the Director responsible for the Internal Control System and Sustainability, for total remuneration of Euro 202,945;
to Director Marco Enrico: in addition to gross annual base remuneration for the office of Executive of the Company amounting to Euro 100,018 and remuneration for the office of BasicNet Director amounting to Euro 20,000 on an annual basis, remuneration of Euro 20 thousand on an annual basis as the Executive Officer for Financial Reporting at BasicNet S.p.A. In addition to these various elements of remuneration, there is a gross annual remuneration of Euro 20 thousand already approved for the office of Director at the company K-Way S.p.A., for an annual total of Euro 160 thousand. Since December 2025, he has also received remuneration for the office of Executive Director of Woolrich Europe S.p.A;
for Federico Trono, Company Executive, Chief Executive Officer of Kappa S.r.l. and Executive Director in several Group companies, a total remuneration of Euro 100,000, received from the companies in which he holds an operational position, in addition to the gross annual base remuneration for the office of Company Executive of Euro 132,945 and the remuneration for the office of BasicNet Director of Euro 20,000 on an annual basis, for a total of approximately Euro 253,968;
for Veerle Bouckaert, Company Executive and Executive Director in the companies Kappa S.r.l., Sebago S.r.l. and Superga S.r.l., a total remuneration of Euro 10,000, received from the companies in which he holds an operational position, in addition to the gross annual base remuneration for the office of Company Executive of Euro 114,000 and the remuneration for the office of BasicNet Director of Euro 20,000 on an annual basis, for a total of approximately Euro 144,000.

In addition, at its meeting on April 17, 2025 and within the framework of the "2024-2027 Stock Grant" Share Plan approved by the Shareholders' Meeting on April 16, 2024, consistent with the relevant regulation approved on February 12, 2025 and the Company's remuneration policy, the Board of Directors resolved to grant the following rights free of charge - which will entitle the holder to an allocation, also free of charge, of ordinary Company shares, provided they remain in office for a period of three years from the allocation date as below - to the following employees and members of the Board of Directors of BasicNet S.p.A.:

Veerle Bouckaert - 7,500 rights (stock grant),
Paola Bruschi - 7,500 rights (stock grant),
Mark Henry - 15,000 rights (stock grant),
Federico Trono - 75,000 rights (stock grant),
and to employees of the Company and/or employees and Board of Directors members of subsidiaries for an additional 64,500 rights (stock grants).

BasicNet

Remuneration for Committee attendance

Each member of the Remuneration Committee and the Control and Risks and Related Parties Committee is assigned a fee of Euro 5 thousand gross annually before withholding taxes for participation in each Committee, in continuity with the previous mandate and as determined at the Board of Directors' meeting of April 17, 2025.

Non-monetary benefits

Relate to the Chairperson of the Board of Directors, as mentioned in "Remuneration of Executive Directors" above.

Termination Indemnity

Relates only to the Chairperson of the Board of Directors, as set forth in Section I of this Report and in the section "Remuneration of Executive Directors" above.

Indemnity of the Directors in the event of dismissal or termination of employment following a public tender offer.

Concerns "Senior Executives" (i.e. BasicNet Directors, whether executive or non-executive, Statutory Auditors and Senior Executives), in accordance with the provisions of the law pursuant to Article 2120 of the Civil Code.

Exceptions to the Remuneration Policy

The Board of Directors' of March 7, 2025 resolved, after consultation with the Remuneration Committee, and with the favourable opinion of the Related Parties Committee and the Board of Statutory Auditors, as provided for by the Remuneration Policy, to award an extraordinary bonus in connection with the sale to Permira Strategic Growth Topco S.à r.l. RAIF of a minority shareholding in K-Way S.p.A. to some Group staff who contributed to the enhancement of the K-Way brand and the completion of the transaction (hereinafter the "K-Way Transaction").

Specifically, the bonuses were paid to the following Group executives and refer to the roles/offices they held on the date the K-Way transaction was finalised: Chairperson Marco Daniele Boglione and Vice-Chairpersons Lorenzo Boglione and Alessandro Boglione were awarded a bonus of Euro 1.9 million gross each; Chief Executive Officer Federico Trono received Euro 190 thousand gross; Director CFO Paola Bruschi received Euro 100 thousand gross; and Directors Veerle Bouckaert and Monica Gamberoni received Euro 50 thousand gross each. The bonus was also awarded to several other Group staff in light of their contribution to the transaction, for a total of approximately Euro 1 million gross.

BasicNet

Change in trends relating to the remuneration and compensation paid by the Company

Remuneration paid to members of the Administrative and Control Boards

The following tables provide comparison information, from 2020, of annual changes:

in the total remuneration of Executive Directors for each financial year,
in the Company's results,
in the average annual salary, benchmarked to the Company's full-time employees excluding Directors

Directors	Change 2025/2024	Change 2024/2023	Change 2023/2022	Change 2022/2021	Change 2021/2020
Marco Boglione - Chairperson & Chief Executive Officer (1)	-	-	3.2%	-2.0%	12.3%
Lorenzo Boglione - Chief Executive Officer (2) (3)	+24.7%	+1%	-20.6%	95.3%	30.4%
Alessandro Boglione - Chief Executive Officer (2) (3)	+24.1%	-	-20.6%	95.3%	30.4%
Veerle Bouckaert - Executive Director (2) (4)	-1.5%	-1%	7.5%	18.7%	-25.6%
Paola Bruschi - Executive Director (2) (5)	+1.3%	+1%	1.0%	-0.5%	-0.3%
Monica Gamberoni - Executive Director (2) (6)	+4.3%	--	+12.6%	--	--
Federico Trono - Chief Executive Officer (2) (7)	-28.3%	-	-20.0%	-9.3%	38.7%

1) In 2021, received a one-off bonus of Euro 200,000. The 2025/2024 change is 104% when considering the extraordinary bonus for the K-Way corporate transaction.

2) Including executive remuneration

3) In 2020, received a one-off bonus of Euro 70,000, and in 2022, received a one-off bonus of Euro 50,000 paid by K-Way S.p.A. and Euro 200,000 paid by BasicNet S.p.A. (approved in 2023, accruing in 2022) regarding results achieved in 2022. In 2023, received a one-off bonus of Euro 100,000 (approved in 2024, accrued in 2023). The other increases relate to the assumption of the position of Executive Chairperson and/or Chief Executive Officer in some strategic Group companies, as resolved in 2022. The 2025/2024 change is 290% when considering the extraordinary bonus for the K-Way corporate transaction.

4) In 2020, received a one-off bonus of Euro 40,000. The 2025/2024 change is 32.6% when considering the extraordinary bonus for the K-Way corporate transaction.

5) The 2025/2024 change is 50.8% when considering the extraordinary bonus for the K-Way S.p.A. corporate transaction.

6) Appointed by the 2022 Shareholders' Meeting, the 2025/2024 change is 67.6% when considering the extraordinary bonus for the K-Way corporate transaction.

7) In 2021, received a one-off bonus of Euro 150,000, and in 2022, received a one-off bonus of Euro 100,000 paid (approved in 2023, accruing in 2022) regarding results achieved in 2022. In 2023, received a one-off bonus of 50,000 Euro (approved in 2024, accruing in 2023). In 2025, he left his role as Chief Executive Officer of BasicNet S.p.A. and assumed the position of Chief Executive Officer of Kappa S.r.l. The 2025/2024 change is 3% when considering the extraordinary bonus for the K-Way corporate transaction.

Remuneration for Non-Executive Directors and for participation on internal Board committees did not change during the reporting periods. The changes relate to the variations in Directors and internal Board committee compared to previous years.

Changes for Directors Francesco Genovese, whose term of office ended with the approval of the 2024 financial statements, and Marco Enrico, who was appointed Director at the Shareholders' Meeting of April 17, 2025, are not reported, as they are not significant.

The remuneration of the Board of Statutory Auditors did not change during the reporting periods. The changes relate to the appointment of Statutory Auditor Alberto Pession as a member of the Board of Statutory Auditors of some subsidiaries.

BasicNet

Company results

A comparison of the Company's income indicators is set out below.

Indicator (1)	Change 2025/2024	Change 2024/2023	Change 2023/2022	Change 2022/2021	Change 2021/2020
Consolidated revenues	+1.6%	+3.1%	+2.7%	+30.0%	+14.1%
EBITDA (2)	-11.5%	+5.0%	-4.6%	+37.8%	+123.2%
Consolidated Net Income (2)	-4.6%	+3.6%	-18.8%	+47.8%	+136.9%

(1) Data taken from BasicNet's consolidated financial statements, unless otherwise indicated.
(2) Pro-forma net of a number of extraordinary and non-recurring costs, including the extraordinary effects of M&A transactions finalised in 2025 (i.e. the K-Way transaction and acquisition of the investments in Woolrich Europe and Sundek).

In 2025, BasicNet's net income benefited from a component of the capital gain from the sale of 40% of the company's stake in K-Way S.p.A., amounting to Euro 140.1 million.

Average remuneration, calculated on a full-time equivalent basis, of employees other than members of administrative and control bodies

The average remuneration of BasicNet S.p.A.'s employees, other than members of the administrative and control boards, rose 1.49% in 2025 compared to the previous year.

Average remuneration of employees other than members of the Board of Directors and the Board of Statutory Auditors	Change 2025/2024	Change 2024/2023	Change 2023/2022	Change 2022/2021	Change 2021/2020
Average remuneration (3)	+1.49%	-2.89%	+5.8%	+6.8%	+3.6%

(3) Calculated based on the average monthly salary of full-time employees, including bonuses quantified with reference to the vesting year.

Shareholders' Meeting vote on Section II of the Report for the previous year

See Section I (a) above for further information.

BasicNet

Second Part

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

The following provides in individual elements and by name the remuneration paid to Directors, Statutory Auditors and Senior Executives in the year ending December 31, 2025. Separate indication is provided of remuneration received from subsidiaries and/or associated companies. Remuneration concerns that accrued in the year. Termination 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.

BasicNet

Name	Office held	Period of office	Const. of office	Fixed remun.	Remun. for committee attendance	Remuner and other incentives	Profit sharing	Non-mandatory benefits	Other remuneration =	Total	Fair Value of equity remuneration	Termination indemnity
Musciano
Marco Bagliaro (I)	Chairperson	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				1,220,000		1,000,000		137.775	500.000	3,737.775		1,500.000
20 Remuneration from subsidiaries and associates
Total				1,220,000	-	1,000,000		137.775	500.000	3,737.775		1,500.000
Daniela Ovoza (2)	Vice-Chairperson	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				20,000	5,000					25,000
20 Remuneration from subsidiaries and associates
Total				20,000	5,000					25,000
Lorenzo Baglione (3)	Director and Chief Executive Officer	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				500,000		1,000,000		500		2,100,000
20 Remuneration from subsidiaries and associates				500,000						500,000
Total				700,000	-	1,000,000		500		2,600,000
Alessandro Baglione (4)	Director and Chief Executive Officer	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				325,320		1,000,000		817		2,120,120
20 Remuneration from subsidiaries and associates				300,000						300,000
Total				700,320	-	1,000,000		817		2,600,320
Maria Baglione (5)	Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				25,341						25,341
20 Remuneration from subsidiaries and associates
Total				25,341	-	-				25,341
Ivorla Bocchieri (6)	Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				104,902		50,000				104,902	11,725
20 Remuneration from subsidiaries and associates				50,000						50,000
Total				104,902	-	50,000				104,902	11,725
Pino Brigi (7)	Independent Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				20,000	10,000					50,000
20 Remuneration from subsidiaries and associates
Total				20,000	10,000					50,000
Paolo Brachi (8)	Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				304,414		100,000				304,414	15,200
20 Remuneration from subsidiaries and associates
Total				304,414	-	100,000			-	304,414	15,200
Francesco Calvo (9)	Independent Director	RURALDERS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				20,000	10,000					50,000
20 Remuneration from subsidiaries and associates
Total				20,000	10,000					50,000
Maria Vettura (10)	Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				108,473		90,000				108,473	30,418
20 Remuneration from subsidiaries and associates				50,014						50,014
Total				108,506	-	90,000				108,506	30,418
Cristina Porro (11)	Independent Director	LITRATIONS ASSISTERS	accounts
2 Remuneration from Company proposing the accounts				20,000	5,000					25,000
20 Remuneration from subsidiaries and associates
Total				20,000	5,000					25,000
Marcia Gambonzi (12)	Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				82,166		50,000				110,366
20 Remuneration from subsidiaries and associates
Total				82,166	-	50,000				110,366
Evela Foscale (13)	Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				20,000	5,000					25,000
20 Remuneration from subsidiaries and associates
Total				20,000	5,000					25,000
Patricia Torra (14)	Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2 Remuneration from Company proposing the accounts				156,800		100,000				416,880	152,001
20 Remuneration from subsidiaries and associates				20,000						50,000
Total				516,800	-	150,000				506,880	152,001
Francesco Simonetti (15)	Director	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2024 accounts
2 Remuneration from Company proposing the accounts				127,216						127,216
20 Remuneration from subsidiaries and associates
Total				127,216						127,216
David Volz				3,822,651	15,436	4,180,000		139,500	500,000	16,038,473	209,453	1,500,000
Senior Executives (16)		RURALDERS - SURGENDS
2 Remuneration from Company proposing the accounts
20 Remuneration from subsidiaries and associates				1,613,137		50,000				1,070,137	1,100,000
Total				1,622,137	-	50,000				1,070,137	209,453	1,100,000
Description of office
---	---	---	---	---	---	---	---	---	---	---
Name	Office held	Period of office	Const. of office	Fixed Remun.	Remun. for committee attendance	Remuner and other incentives	Profit sharing	Non-mandatory benefits	Other remuneration =	Total
Ugo Palumbo	Chairperson	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2) Remuneration from Company proposing the accounts				80,000					80,000
20) Remuneration from subsidiaries and associates
Total				80,000					80,000
Gianna Lucenti	Statutory Auditor	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2) Remuneration from Company proposing the accounts				24,000					24,000
20) Remuneration from subsidiaries and associates
Total				24,000					24,000
Alberto Pension (17)	Statutory Auditor	RURALDERS LITRATIONS LITRATIONS ASSISTERS	approx. 2027 accounts
2) Remuneration from Company proposing the accounts				24,000					24,000
20) Remuneration from subsidiaries and associates				27,016					27,016
Total				51,833					51,833

BasicNet

1) The remuneration from Basicnet includes the Euro 20,000 (before withholding taxes) awarded by the Shareholders' Meeting for the office of Director, and Euro 1,200,000 (before withholding taxes) as Executive Chairperson of the Company. "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 52,775, and the use of the residential unit located within the BasicVillage called "Foresteria - Loft People on the Move" and the related expenses, of a normal value of Euro 85,000 annually. "Other remuneration" relates to the annual allocation of Termination Indemnity. The "Bonuses and other incentives" column includes the extraordinary bonus paid in relation to the K-Way transaction. During the year, he received accrued termination indemnity for the period 2022-2025.

2) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes).

3) The remuneration from BasicNet includes Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director, the remuneration of Euro 280,000 effective from April 2025 as Chief Executive Officer of the Company, and remuneration as a Company Executive. Remuneration from other companies is received for the offices of Chairperson of the Board of Directors of K-Way S.p.A. and Superga S.r.l., Chief Executive Officer of Sebago S.r.l. and Executive Director of Kappa S.r.l. The "Bonuses and other incentives" column includes the extraordinary bonus paid in relation to the K-Way transaction. "Non-monetary benefits" refer to a "term-life constant" life insurance policy.

4) The remuneration from BasicNet includes Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director, the remuneration of Euro 280,000 effective from April 2025 as Chief Executive Officer of the Company, and remuneration as a Company Executive. Remuneration from other companies is received for the positions of Chairperson of Sebago S.r.l. and Kappa S.r.l., Chief Executive Officer of BasicItalia S.r.l. and Superga S.r.l. and Director of K-Way S.p.A. The "Bonuses and other incentives" column includes the extraordinary bonus paid in relation to the K-Way S.p.A. transaction. "Non-monetary benefits" refer to a "term-life constant" life insurance policy.

5) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director, in addition to remuneration as an employee of the Company until April 2025.

6) The remuneration from BasicNet includes the Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director and remuneration as a Company Executive. Remuneration from other companies is received for the office of Executive Director of Kappa S.r.l. The "Bonuses and other incentives" column includes the extraordinary bonus paid in relation to the K-Way transaction.

7) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director, in addition to remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes) and the Control and Risks and Related Parties Committee (Euro 5,000 before withholding taxes).

8) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director, the remuneration as an Executive of the Company, and the remuneration for the position of Director responsible for the Internal Control System and Sustainability (Euro 40,000 before withholding taxes). The "Bonuses and other incentives" column includes the extraordinary bonus paid in relation to the K-Way transaction.

9) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes) and the Control and Risks and Related Parties Committee (Euro 5,000 before withholding taxes).

10) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and the remuneration for the position of Executive Officer for Financial Reporting (Euro 20,000 before withholding taxes), calculated on an accrual basis from the appointment. Remuneration for the office of Company Executive is calculated for the entire year. Remuneration from other companies is received for the offices of Executive Director of Woolrich S.p.A. and Director of K-Way S.p.A. Before being appointed Director of BasicNet, he received an extraordinary bonus (shown in the "Bonuses and other incentives" column) of Euro 90 thousand paid in relation to the K-Way transaction.

11) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Control and Risks and Related Parties Committee (Euro 5,000 before withholding taxes).

12) The remuneration from BasicNet includes the Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director and remuneration as a Company Executive, with reference to the entire year. The "Bonuses and other incentives" column includes the extraordinary bonus paid in relation to the K-Way transaction.

13) The remuneration from BasicNet includes Euro 20,000 before withholding taxes allocated by the Shareholders' Meeting for the office of Director and remuneration as a member of the Remuneration Committee (Euro 5,000 before withholding taxes).

14) Remuneration includes Euro 20,000 (before withholding taxes) awarded by the Shareholders' Meeting for the office of Director, Euro 290,000 (before withholding taxes) as Chief Executive Officer of the Company received until the end of the term, and remuneration as an Executive of the Company. Remuneration from other companies is received for the offices of Chairperson of K-Way Topco S.r.l., K-Way Midco S.p.A: and K-Way Bidco S.p.A. and as Chief Executive Officer of Kappa S.r.l. The "Bonuses and other incentives" column includes the extraordinary bonus paid in relation to the K-Way transaction.

15) The remuneration from BasicNet includes Euro 20,000 before withholding taxes awarded by the Shareholders' Meeting for the office of Director until the expiry of the term with the approval of the 2024 financial statements, and remuneration as a Company Executive calculated for the entire year.

16) The Senior Executive stepped down as Chief Executive Officer of subsidiary K-Way S.p.A. effective January 13, 2026. The contractually required termination indemnity has been reported on an accrual basis.

BasicNet

17) Remuneration received as Statutory Auditor of the subsidiaries Basic Village S.p.A., K-Way S.p.A., K-Way Topco S.r.l., K-Way Midco S.p.A., K-Way Bidco S.p.A., Tow S.p.A., Woolrich Europe S.p.A. and Sundek S.p.A.

BasicNet

Table 2: Financial instrument-based incentive plans, other than stock options, in favour of members of the Board of Directors, General Managers and other Senior Executives

				Financial instruments granted to purchase years not needed in this year		Financial instruments granted in this year					Financial instruments added to the year and not allocated	Financial instruments added to the year and to be allocated		Financial instruments added to this year
	1	2	3	4	5	6	7	8	9	10	11	12	13	14
	none	other	plus	number and type of financial instruments	selling price	number and type of financial instruments	Net sales of grant debt	selling price	grant debt	market price in grant	Number and type of financial instrument	Number and type of financial instrument	price or selling rate	tax value
1. Remuneration from company preparing the accounts	Charlie Broadbent	Director	Stock Grants: 2019 - 2027			7,500	64,050	3 years	11,092/2021	8.50				11,735
	Paula Bruschi	Director	Stock Grants: 2019 - 2027			7,500	60,836	3 years	21,092/2021	8.50				15,200
	Marcia Errico	Director	Stock Grants: 2019 - 2027			15,000	121,673	3 years	21,092/2021	8.50				30,418
	Federico Trano	Director	Stock Grants: 2019 - 2027			75,000	608,363	3 years	21,092/2021	8.50				152,001
	Other employees		Stock Grants: 2019 - 2027			103,000	893,800							152,244
2). Remuneration from subsidiaries and associates
☐ total

BasicNet

Table 3 - Investments held by the members of the Board of Directors and Control Boards and by Senior Executives

The following table shows the equity investments in BasicNet S.p.A. held by the members of the Management and Supervisory Bodies and Senior Executives.

Name	Office	Investee	Number of shares held at end of 2024	Number of shares held at end of 2025

Marco Boglione(*)	Chairperson	BasicNet	20,517,733	20,517,733
Lorenzo Boglione	Director	BasicNet	21,580	21,580
Alessandro Boglione	Director	BasicNet	14,604	14,604
Carlo Pavesio	Director	BasicNet	100,000	100,000

(*) of which 20,206,065 shares held through the subsidiary BasicWorld S.r.l. and 311,668 held directly.

for the Board of Directors

The Chairperson

Marco Daniele Boglione

BasicNet

Report of the Board of Directors on point 4 of the Agenda:

Authorisation of the purchase and utilization of treasury shares. Resolutions thereon

Dear Shareholders,

this report was prepared by the Board of Directors in compliance with Article 125-ter of Legislative Decree No. 58 of February 24, 1998 ("CFA"), in addition to Articles 73 and 84-ter of Consob Regulation No. 11971/1999 and amendments and supplements ("Issuers' Regulation")-, to outline and submit for the approval of the Shareholders' Meeting the request for authorisation to purchase and dispose of treasury shares, in accordance with Articles 2357 and 2357-ter of the Civil Code, Article 132 of the CFA and Article 144-bis of the Issuers' Regulation, all in view of the rationale and according to the means and terms outlined below.

We remind you that the previous authorisation to purchase and dispose of treasury shares was approved by the Shareholders' Meeting held on April 17, 2025, and that this authorisation concludes on the approval of the financial statements at December 31, 2025, with no time limit with regard to the authorisation to dispose of treasury shares.

Rationale underlying the authorisation request

The Board of Directors considers it beneficial to request a new authorisation from the Shareholders' Meeting to carry out any purchase or disposal of treasury shares to:

equip the Company with a portfolio of treasury shares to be used as consideration in any future corporate transactions with third parties, or by pledging them as collateral in financial transactions;
remunerate shareholders in specific market situations, within the limits established by current legislation;
take opportunities to create value, and to use liquidity efficiently in relation to market trends;
subsequently cancel the treasury shares, according to the terms and procedures eventually defined by the competent corporate bodies;
service any incentivisation and retention plan adopted by the Company;
to carry out any other action that the competent Authorities may deem to be market practice.

In any event, the aforementioned transactions shall be carried out within the limits provided for by applicable law and, where applicable, in accordance with the market practices permitted by the supervisory authority pursuant to and for the purposes of Article 13 of Regulation (EU) No. 596/2014 ("MAR") in force at the time.

Maximum number, category and nominal value of the shares to which the authorisation refers

We propose in accordance with Articles 2357 and 2357-ter of the Civil code, to authorise the Board of Directors to:

purchase, in one or more tranches, a maximum number of ordinary shares whose number, taking into account those already held by the Company, does not exceed 20% of the share capital;
dispose of treasury shares purchased in accordance with this motion, in addition to those already held by the Company;

BasicNet

allocate the treasury shares purchased in accordance with this motion, as well as those already held by the Company, to the service of any incentivisation and retention plan adopted by the Company.

3. Information useful for establishing the maximum limit to which authorisation refers

As at the date of this report, the share capital totals Euro 31,716,673.04 and is divided into 54,000,000 ordinary shares without par value (including 6,252,000 treasury shares on March 11, 2026 and 6,370,500 treasury shares in portfolio at the date of issue of this report).

The purchase and disposal transactions regarding treasury shares will be carried out in compliance with Articles 2357 and subsequent of the Civil code and Article 132 of the CFA: in such an amount that, at any given time these treasury shares do not exceed overall 20% of the share capital, while also within the limits of the retained earnings and available reserves of the last financial statements approved, with the consequent setting up, in accordance with Article 2357-ter, paragraph 3 of the Civil Code, of an undistributable reserve of an amount of the treasury shares from time to time acquired.

The amount of distributable profits and available reserves shall be assessed at the time of undertaking purchases.

4. Duration of the authorisation

The authorisation to purchase is requested for a period beginning from the date of this Shareholders' Meeting and which will continue until the Shareholders' Meeting called to approve the 2026 financial statements, without further time limits concerning the authorisation to dispose of treasury shares.

During the eventually agreed authorisation period, the Board of Directors may proceed with the authorised transactions on one or more occasions and at any time, to an extent and at times which may be freely established in compliance with the applicable rules and with the graduality deemed to be in the interest of the Company.

5. Minimum and maximum purchase price

We propose that purchases be undertaken at a unitary price of not more than 20% above or below the listed share price on conclusion of the trading session preceding every single transaction, or on the date on which the price is set, in compliance with the conditions established by Regulation (EC) No. 596/2014 and the related implementing provisions.

With regards to the consideration for the disposal of treasury shares, this shall be established by the Board of Directors, also in compliance with the applicable regulation and according to the criteria and conditions that take account of the execution methods employed, the movement in the price of the share in the period preceding the transaction, the nature of the transaction and the interest of the Company.

6. Manner to execute purchase and disposal transactions

Purchases may be carried out, on one or more occasions, in compliance with the principle of equal treatment of shareholders, in accordance with Article 132 of the CFA and with the legal and regulatory provisions in force at the time they are carried out.

Specifically, purchases may be made:

through a public purchase or exchange offer;
on regulated markets, in accordance with the operating methods set out in the regulations for the organisation and management of these markets, which do not allow the direct matching of buy orders with predetermined sell orders;
by granting shareholders, in proportion to the shares held, a put option to be exercised within a period of time established in the Shareholders' Meeting motion authorising the purchase programme;

BasicNet

according to the means established by market practices permitted by Consob as per Article 13 of Regulation (EU) No. 596/2014.

Where convenient for the Board of Directors, treasury shares may be purchased according to methods differing from those indicated above, as long as they are permitted and/or compatible with the applicable legislative and regulatory rules, taking account of the need to comply with the principle of the equal treatment of shareholders.

Disposals may be executed by any means deemed necessary or appropriate in achieving the purpose for which the transaction is carried out, and therefore also outside the market or as part of corporate transactions.

7. Useful information, where the purchase operation is instrumental to the reduction of the share capital by cancelling treasury shares

The purchase transactions will not be instrumental to the reduction of the Company's share capital by cancelling the treasury shares purchased.

PROPOSAL

Dear Shareholders,

in light of that stated above, we propose the following motion:

"The Ordinary Shareholders' Meeting of BasicNet S.p.A.,

taking account of the provisions of Articles 2357 and subsequent of the Civil code, 132 of Legislative Decree No. 58/1998 ("CFA") and Article 144-bis of Consob Regulation No. 11971/1999 and subsequent amendments and supplements (the "Issuers' Regulation");
having noted the Board of Directors' Illustrative Report, prepared pursuant to Articles 125-ter of the CFA and 73 of the Issuers' Regulation (the "Report");
having reviewed the Illustrative Report prepared by the Board of Directors and the proposals contained therein;
acknowledging the opportunity to grant authorisation for the purchase and disposal of treasury shares for the purposes and according to the means indicated in the Report;

RESOLVES

to authorise the Board of Directors 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 2026 Annual Accounts, with no further time limits. Purchases may be made to:

(a) equip the Company with a portfolio of treasury shares to be used as consideration in any future corporate transactions with third parties, or by pledging them as collateral in financial transactions;
(b) remunerate shareholders in specific market situations, within the limits established by current legislation;
(c) take opportunities to create value, and to use liquidity efficiently in relation to market trends;
(d) subsequently cancel the treasury shares, according to the terms and procedures eventually defined by the competent corporate bodies;

BasicNet

(e) service any incentivisation and retention plan adopted by the Company;
(f) to carry out any other action that the competent Authorities may deem to be market practice.

to grant to the Board of Directors the broadest range of powers to execute the purchase transactions, according to the means indicated at point 6 of the Report, at a unitary price of not more than 20% above or below the listed share price on conclusion of the trading session preceding every single transaction, or on the date on which the price is set; all in compliance with the applicable legal and regulatory provisions, including, where applicable, the market practices allowed by the regulation applicable at the time;
to authorise the Board of Directors to dispose of, without further time limits, the shares held in portfolio, on one or more occasions (and also before completing the purchases), for the purposes illustrated in the Report and according to the means permitted by the applicable regulation, with the faculty of the Board of Directors to establish on a case by case basis, considering the purposes pursued and the nature of the transaction, the terms, means and conditions to utilise the treasury shares, including to service them for any future incentivisation and retention plans adopted by the Company in the terms and conditions established therein;
to grant to the Board of Directors and, on its behalf the Chief Executive Officers in office, separately and with the faculty to sub-delegate, all powers necessary to execute these motions.

Turin, March 11, 2026

for the Board of Directors

The Chairperson

Marco Daniele Boglione

BasicNet

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

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.

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 | |

BasicNet

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.

Persons accredited to follow the meeting must report 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. | 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 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 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 | 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 |

BasicNet

presented until the Chairperson of the Shareholders' Meeting has declared the discussion on the matter closed.	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.
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.	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.

presented until the Chairperson of the Shareholders' Meeting has declared the discussion on the matter closed.

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.

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

to approve the proposed amendments to Articles 3 and 5 of the Shareholders' Meeting Regulation, as set out in the Report;
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".

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

BasicNet

Report of the Board of Directors on the extraordinary session of the Agenda:

Proposed amendments to Articles 10 (Right to attend and proxies at Shareholders' Meetings), 14 (Board of Directors' meetings), 16 (Board of Directors' powers and legal representation), and 20 (Executive officer for financial reporting) of the By-laws. Resolutions thereon.

Dear Shareholders,

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

"1. Amendment of the By-Laws. Resolutions thereon. Grant of powers:

(a) amendment to Article 10 (Right to attend and proxies at Shareholders' Meetings), which relates to the proposal that attendance at the Shareholders' Meeting, which is exclusively through the designated agent, may also or exclusively be by means of telecommunication, without the Chairperson and the secretary taking the minutes needing to be present in the same location;

(b) amendment to Article 14 (Board of Directors' meetings), which relates to the proposal that, where Board of Directors meetings are held by means of telecommunication, they shall be deemed held at the location of the secretary taking the minutes;

(c) amendment to Article 16 (Board of Directors' powers and legal representation), which relates to the proposed adjustment of the By-Laws;

(d) amendment to Article 20 (Executive officer for financial reporting), which relates to the proposal that the attestation of the compliance of the Sustainability Statement with the rules of Legislative Decree No. 125 of September 6, 2024 may be provided by a person other than the Executive Officer for Financial Reporting."

We propose that you amend Articles 10 (Right to attend and proxies at Shareholders' Meetings), 14 (Board of Directors' meetings), 16 (Board of Directors' Powers and Legal Representation), and 20 (Executive officer for financial reporting) of the By-Laws.

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 Articles 72 and 84-ter of the regulations adopted by Consob Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), in accordance with the indications contained in Annex 3A, Schedule 3, to the Issuers' Regulation - is intended to provide you with information regarding the aforementioned item on the Agenda.

***

A. Reasons for the proposed changes

Proposed amendment to Article 10 of the By-Laws (Right to attend and proxies at Shareholders' Meetings)

It is proposed to amend Article 10 of the By-Laws (Right to attend and proxies at Shareholders' Meetings) to provide that, where the Shareholders' Meeting is attended exclusively through a designated agent, the persons entitled to attend the Shareholders' Meeting may participate also or exclusively by means of telecommunication, without the need for the Chairperson and Secretary of the Shareholders' Meeting to be present in the same location, subject to compliance with applicable regulatory provisions and ensuring in all cases the orderly conduct of the Shareholders' Meeting.

The Board of Directors considers the proposed change appropriate to improve the flexibility and efficiency of Shareholders' Meetings.

Proposed amendment to Article 14 of the By-Laws (Board of Directors' Meetings)

It is proposed to amend Article 14 of the By-Laws (Board of Directors' Meetings) to provide that, where meetings are held by means of telecommunication, including where individual members attend via remote connection, including the Chairperson and Secretary, these meetings shall be deemed held at the location of the secretary taking the minutes, thus ensuring that meetings are conducted regularly even if the Chairperson or other members attend remotely.

The Board of Directors considers the proposed change appropriate to improve the flexibility and efficiency of Shareholders' Meetings, without affecting collegial prerogatives.

BasicNet

Proposed amendment to Article 16 of the By-Laws (Board of Directors' Powers and Legal Representation)

It is proposed to amend the current wording of Article 16 of the By-Laws (Board of Directors' Powers and Legal Representation), which contains an express reference to Articles 2505, 2505-bis and 2506-ter of the Civil Code, which have been the subject of legislative change over the years.

To obviate the need for further amendments to the By-Laws in the event of future legislative changes and to ensure automatic co-ordination with regulatory developments, the Board of Directors proposes to replace the explicit reference to Articles 2505, 2505-bis, and 2506-ter of the Civil Code with a general reference to resolutions concerning mergers or spin-offs "in the cases provided for by law."

Proposal to amend Article 20 of the By-Laws (Executive Officer for Financial Reporting)

As widely reported, Legislative Decree No. 125/2024, implementing Directive (EU) 2022/2464 (the "CSRD") - through the introduction of paragraph 5-ter to Article 154-bis of the CFA - gave issuers required to produce a Sustainability Statement the ability to provide in their By-Laws that the attestation on the compliance of that Statement with the rules of Legislative Decree No. 125/2024 be "made by an executive other than the Executive Officer for Financial Reporting, with specific expertise in sustainability reporting, appointed, subject to the mandatory opinion of the supervisory body, in accordance with the procedures and in compliance with the professional requirements set forth in the By-Laws".

The proposed amendment to the Article 20 of the By-Laws (Executive Officer for Financial Reporting) is therefore designed to introduce the option to appoint, subject to the opinion of the control body, an executive other than the Executive Officer for Financial Reporting with specific expertise in sustainability reporting in accordance with the procedures and in compliance with the good standing requirements specified in the By-Laws. As such, certain adjustments and formal changes are made to the title of Article 20 of the By-Laws and the Article itself.

The Board of Directors considers the proposed amendment appropriate to introduce into the By-Laws a statutory option that improves the Company's organisational flexibility.

B. Comparison of the Articles subject to the proposed amendments

The proposed changes to the text of Articles 10, 14, 16 and 20 of the By-Laws are as follows (deletions are struck through while additions are highlighted in bold and underlined).

Proposed amendment to Article 10 of the By-Laws

Current Text	Proposed Text
Article 10 - Right to attend and proxies at Shareholders' Meetings
Those entitled to vote may be represented at the Shareholders' Meeting by granting proxies in the manner and within the terms under applicable laws.
The proxy may be communicated by certified e-mail as specified in the Call Notice, or by means of the alternative methods specified in the notice.
Shareholders' Meetings may be attended by those entitled to vote rights who have obtained appropriate certification from the authorised intermediary, communicated to the Company in accordance with applicable regulations.
For each Shareholders' Meeting, the Company (and on its behalf the Board of Directors) may designate, providing information in this regard in the call notice, a person to whom the shareholders may confer, in the manner and within the terms under the law and regulations, a proxy with voting instructions on all or some of the proposals on the Agenda. The proxy is valid only for the proposals on which voting	Article 10 - Right to attend and proxies at Shareholders' Meetings
Those entitled to vote may be represented at the Shareholders' Meeting by granting proxies in the manner and within the terms under applicable laws.
The proxy may be communicated by certified e-mail as specified in the Call Notice, or by means of the alternative methods specified in the notice.
Shareholders' Meetings may be attended by those entitled to vote rights who have obtained appropriate certification from the authorised intermediary, communicated to the Company in accordance with applicable regulations.
For each Shareholders' Meeting, the Company (and on its behalf the Board of Directors) may designate, providing information in this regard in the call notice, a person (the designated agent, who may also be designated on an exclusive basis) to whom the shareholders may confer, in the manner and within the terms under the law and regulations, a

BasicNet

instructions are provided.	proxy with voting instructions on all or some of the proposals on the Agenda. The proxy is valid only for the proposals on which voting instructions are provided.
The Chairperson of the Shareholders' Meeting verifies that the Meeting is validly constituted, ascertains the identity and legitimacy of those present, regulates its conduct, and ascertains the results of the voting.	The Chairperson of the Shareholders' Meeting verifies that the Meeting is validly constituted, ascertains the identity and legitimacy of those present, regulates its conduct, and ascertains the results of the voting.
	Where the Shareholders' Meeting is attended exclusively by the designated agent, as indicated above, it may also be provided that attendance at the Shareholders' Meeting by those entitled to do so may also or exclusively be by means of telecommunication, without the Chairperson and Secretary needing to in the same location, in the manner and within the time limits provided by the pro tempore regulations in force.

instructions are provided.

proxy with voting instructions on all or some of the proposals on the Agenda. The proxy is valid only for the proposals on which voting instructions are provided.

The Chairperson of the Shareholders' Meeting verifies that the Meeting is validly constituted, ascertains the identity and legitimacy of those present, regulates its conduct, and ascertains the results of the voting.

Where the Shareholders' Meeting is attended exclusively by the designated agent, as indicated above, it may also be provided that attendance at the Shareholders' Meeting by those entitled to do so may also or exclusively be by means of telecommunication, without the Chairperson and Secretary needing to in the same location, in the manner and within the time limits provided by the pro tempore regulations in force.

Proposed amendment to Article 14 of the By-Laws

Current Text	Proposed text
Article 14 - Board of Directors' Meetings

The Board of Directors meets whenever the Chairperson deems it to be necessary or appropriate, or when requested by at least two members of the Board or by the Board of Statutory Auditors. Meetings may also be held off-site, either in Italy or abroad.

Meetings are to be called by the Chairperson, or by another party vested with such powers, or by the Board of Statutory Auditors or a Statutory Auditor, subject to notification provided to the Chairperson of the Board of Directors, by way of registered mail or electronic mail or fax, at least five days prior to the date set for the meeting, unless urgent circumstances make this advance notice impossible.

Meetings of the Board of Directors may also be validly held by way of teleconferencing, so long as it is possible to determine the exact identification of the persons entitled to attend may be verified by the others involved in the call, as well as for all participants to contribute verbally, in real time, on all matters and to receive and send documents.

Where the aforementioned conditions met, the meeting of the Board of Directors is deemed to have been held at the location where the Chairperson is present, and where the secretary of the meeting must also be present in order to permit the preparation and signing of the relative minutes. | Article 14 - Board of Directors' Meetings

BasicNet

The Board of Directors is chaired by the Chairperson and, in his or her absence, by the Vice-Chairperson or one of the Vice-Chairpersons, or, where they are also absent, by the Chief Executive Officer or one of the Directors, or subordinately by the eldest Director.

The provisions of Article 2388 of the Civil Code apply to the validity of Board of Directors' resolutions.

The meeting of the Board of Directors is deemed to have been held at the location where the Secretary preparing the minutes is present, even if the Chairperson and other Board members attend remotely.

The provisions of Article 2388 of the Civil Code apply to the validity of Board of Directors' resolutions.

Proposed amendment to Article 16 of the By-Laws

Current Text	Proposed text
Article 16 - Board of Directors' Powers and Legal Representation

The Board of Directors is invested with the widest powers of ordinary and extraordinary administration of the Company and it may therefore carry out any and all acts it deems appropriate for attaining the corporate objectives, with the sole exclusion of those attributed by law or the By-Laws to the Shareholders' Meeting - including those which enable enrolments, replacements, postponements or cancellations of mortgages and privileges, both total and partial, in addition to make and cancel transcriptions and annotations of any type, also independently of the payment of the receivables to which these enrolments, transcriptions and annotations refer - excluding only those which are legally reserved for the Shareholders' Meeting.
In accordance with Article 2365, paragraph 2 of the Civil Code, the Board of Directors also has the following duties:
resolutions regarding mergers or spin-offs pursuant to Articles 2505, 2505-bis, 2506-ter, last paragraph, of the Civil Code;
establishing or closing secondary offices;
indicating which Directors may represent the Company;
modifying the company By-Laws in compliance with law;
reducing the share capital in the event of | Article 16 - Board of Directors' Powers and Legal Representation
The Board of Directors is invested with the widest powers of ordinary and extraordinary administration of the Company and it may therefore carry out any and all acts it deems appropriate for attaining the corporate objectives, with the sole exclusion of those attributed by law or the By-Laws to the Shareholders' Meeting - including those which enable enrolments, replacements, postponements or cancellations of mortgages and privileges, both total and partial, in addition to make and cancel transcriptions and annotations of any type, also independently of the payment of the receivables to which these enrolments, transcriptions and annotations refer - excluding only those which are legally reserved for the Shareholders' Meeting.
In accordance with Article 2365, paragraph 2 of the Civil Code, the Board of Directors also has the following duties:
resolutions regarding mergers or spin-offs in the cases provided for by law pursuant to Articles 2505, 2505-bis, 2506-ter, last paragraph, of the Civil Code;
establishing or closing secondary offices;
indicating which Directors may represent the Company;
modifying the company By-Laws in compliance with law;
reducing the share capital in the event of |

BasicNet

shareholder withdrawal; - re-locating the registered office within the national territory. In accordance with Article 2410, paragraph 1 of the Civil Code, any issue of bonds is decided by the Directors. The Board of Directors, and any executive boards, also have the right to undertake, without a Shareholders’ Meeting authorisation, all acts and operations against the objectives of a public tender or exchange offer, from the moment in which the communication in which the decision or the obligation arises to promote the offer was made public until the termination or expiry of the offer. The Board of Directors, and any executive boards, also has the right to implement decisions, not yet implemented in full or in part and which are not within the scope of the normal activities of the Company, undertaken before the communication as described above and whose implementation could negate the achievement of the objectives of the offer. Legal representation in dealings with third parties, in addition to the use of the company signature, is awarded to the Chairperson of the Board of Directors, and separately, to the Vice-Chairpersons and the Chief Executive Officers, whom the Board of Directors may appoint according to Article 2381 of the Civil Code.

Proposed amendment to Article 20 of the By-Laws

Current Text Article 20 - Executive Officer for Financial Reporting Following consultation with the Board of Statutory Auditors, the Board of Directors appoints an Executive Officer for Financial Reporting of the Company and determines his or her term of office. This Executive Officer must possess: - several years of experience in administration, finance and control; - the statutory requirements of good standing for the office of Director.

Proposed text Article 20 - Executive Officer for Financial Reporting and executive in charge of certifying the compliance of the Sustainability Statement Following consultation with the Board of Statutory Auditors, the Board of Directors appoints and dismisses an Executive Officer for Financial Reporting of the Company and determines his or her term of office. This Executive Officer must possess: - several years of experience in administration, finance and control; - the statutory requirements of good standing for the office of Director. Subject to the opinion of the Board of Statutory Auditors, the Board of Directors may appoint and dismiss an executive in charge of certifying the compliance of the Sustainability Statement (who

BasicNet

	may be a different person than the Executive Officer for Financial Reporting referred to in the preceding paragraph) and determine his or her term of office. In such event, the Executive in charge of attestation of the Sustainability Statement shall be appointed from among individuals with appropriate experience in sustainability reporting.

C. Considerations in terms of the right of withdrawal

Should the motion to amend Articles 10, 14, 16 and 20 of the By-Laws pass, this shall not trigger the right of withdrawal under Article 2437 of the Civil Code.

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 extraordinary session:

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

resolves

to approve the proposed amendments to Articles 10 (Right to attend and proxies at Shareholders' Meetings), 14 (Board of Directors' Meetings), 16 (Board of Directors' Powers and Legal Representation), and 20 (Executive Officer for Financial Reporting) of the By-Laws;
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 or additions of a non-substantial nature as may be required by the competent Authorities or necessary for the purposes of submission to the Companies Register".

Turin, March 11, 2026

for the Board of Directors

The Chairperson

Marco Daniele Boglione

BasicNet

SHAREHOLDERS' MEETING REGULATION

Article 1

This regulation applies to the Ordinary and Extraordinary Shareholders' Meeting. It is filed at the registered office for the use of Shareholders and those entitled to attend the Shareholders' Meeting.

Amendments to this Regulation are approved by the Ordinary Shareholders' Meeting.

Article 2

Those holding shares in accordance with applicable legislation and the By-Laws, or their proxies or representatives, may attend and speak at the Shareholders' Meeting.

Proof of personal identity is required for attendance at the Shareholders' Meeting. Unless otherwise indicated in the Call Notice, the personal identification and the verification of the right to attend takes place at the location of the Shareholders' Meeting at least one hour before the time fixed for the meeting.

Attendees are assured the possibility to follow and take part in the discussion and to exercise their right to vote using the technical methods established on each occasion by the Chairperson.

Those who for any reason leave the premises where the Meeting is held must notify the personnel appointed by the Company to oversee the meeting.

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.

Article 4

The Chairperson directs the business of the Shareholders' Meeting. The Chairperson of the Shareholders' Meeting utilises assistants to verify the voting rights of those attending the Meeting and the propriety of proxies granted.

The Chairperson is assisted by the secretary, appointed by the Shareholders' Meeting on the proposal of the Chairperson, or where necessary or considered beneficial, by a notary. The secretary and the notary may utilise the assistance of trusted persons, also non-shareholders.

The Shareholders' Meeting may be the subject of audio/video filming and/or recording either for broadcasting/projection in the Shareholders' Meeting location or service premises, or to provide support for the preparation of the minutes and responses.

The information provided to the Shareholders' Meeting by the Corporate Boards may be communicated also through the company website.

For the management of the voting procedures, the Chairperson of the Shareholders' Meeting may appoint one or more tellers from among attending shareholders, in the number considered most appropriate.

Under the direction of the Chairperson of the Shareholders' Meeting, a sheet of attendees is prepared, in which those who attend on their own behalf, by proxy or in another manner established by law, are indicated, specifying the number of shares held.

Where the necessary number of attendances for the constitution of the Shareholders' Meeting is not reached, the Chairperson of the Shareholders' Meeting, following a lapse of time considered adequate after the time fixed for the beginning of the Shareholders' Meeting, announces such to the attendees, declaring the meeting void and postponing the handling of the matters on the Agenda to the subsequent call.

BasicNet

The business of the Shareholders' Meeting may be suspended if the Chairperson of the Shareholders' Meeting considers such correct, and with the consent of the meeting, for a period of not greater than three hours.

Audio and/or video recording and transmission equipment are not permitted in the rooms of the Shareholders' Meeting without the prior consent of the Chairperson of the Meeting.

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 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.

Article 6

The voting at the Meeting is made by open ballot.

The Chairperson of the Shareholders' Meeting adopts the appropriate measures for the orderly carrying out of votes. The Chairperson of the Shareholders' Meeting may require, according to the circumstances, that the voting on a particular issue is carried out immediately after the closure on the discussion on the issue, or at the end of the discussion of all matters on the Agenda.

The vote must be clear, by the raising of hands or in another matter indicated by the Chairperson at the time of voting, also through the use of technical instruments which support the counting of votes. The votes expressed in a manner other than that indicated by the Chairperson of the meeting are void. If the vote is not unanimous, the Chairperson, on a case by case basis, invites those abstaining and those voting against, if a lesser number than those in favour, to declare or make known, also through the method or instrument indicated, their intention in relation to the vote.

Following the vote and the necessary counting with the support of the tellers and the secretary, the Chairperson proclaims the results of voting.

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Basic Net SpA — Proxy Solicitation & Information Statement 2026

4229_rns_2026-03-26_901f2a40-2d98-44fc-8285-8da3d87cb112.pdf

BasicNet

SHAREHOLDERS' MEETING CALL NOTICE

Ordinary session

Extraordinary session

Illustrative Report of the Board of Directors on point 1 of the Agenda

MOTION

RESOLVES

Illustrative Report of the Board of Directors on point 3 of the Agenda:

3. Remuneration Policy and Report:

3.1 Binding resolution on the First Section as per Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree No. 58/1998.

3.2 Non-binding resolution on the Second Section as per Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998

CONTENTS

Glossary

Issuers' Regulation

Related Parties Regulation

Report

Statutory Auditors

Consolidated Finance Act or CFA

Introduction

SECTION I

d. Details of independent experts involved in the preparation of the Remuneration Policy

Remuneration of the Non-Executive Directors.

Remuneration of the Executive Directors.

SECTION II

Part One

Board of Directors

Change in trends relating to the remuneration and compensation paid by the Company

Remuneration paid to members of the Administrative and Control Boards

Company results

Average remuneration, calculated on a full-time equivalent basis, of employees other than members of administrative and control bodies

Shareholders' Meeting vote on Section II of the Report for the previous year

Second Part

Table 3 - Investments held by the members of the Board of Directors and Control Boards and by Senior Executives

3. Information useful for establishing the maximum limit to which authorisation refers

4. Duration of the authorisation

5. Minimum and maximum purchase price

6. Manner to execute purchase and disposal transactions

7. Useful information, where the purchase operation is instrumental to the reduction of the share capital by cancelling treasury shares

PROPOSAL

RESOLVES

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

Proposed amendment to Article 3 of the Shareholders' Meeting Regulation

Proposed amendment to Article 5 of the Shareholders' Meeting Regulation

Report of the Board of Directors on the extraordinary session of the Agenda:

A. Reasons for the proposed changes

B. Comparison of the Articles subject to the proposed amendments

Proposed amendment to Article 14 of the By-Laws

Proposed amendment to Article 16 of the By-Laws

C. Considerations in terms of the right of withdrawal

SHAREHOLDERS' MEETING REGULATION

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

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Basic Net SpA Proxy Solicitation & Information Statement 2026