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Basic Net SpA — Proxy Solicitation & Information Statement 2026
Mar 26, 2026
4229_rns_2026-03-26_9c2b32bf-422e-407e-99bb-ad2209e7b273.pdf
Proxy Solicitation & Information Statement
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INFO BOARD OF DIRECTORS 11001
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:
- 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.
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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.
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 Shareholder's 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 instructions are provided. | 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 Shareholder's 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 proxy with voting instructions on all or some of the proposals on the Agenda. The proxy is valid only for |
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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 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
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.
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 |
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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.
attend remotely.
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.
Proposed amendment to Article 16 of the By-Laws
| Current Text | Proposed text |
|---|---|
| Article 16 - Board of Directors' Powers and Legal Representation |
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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.
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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 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 | 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 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 |
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| 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. | 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 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.
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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".
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This Illustrative Report will be filed within the legal and regulatory deadlines at the Company's registered office in Turin, Largo Maurizio Vitale No. 1, on its website (www.basicnet.com, Shareholders' Meetings section), and on the authorised storage mechanism "" ().
Turin, March 11, 2026
for the Board of Directors
The Chairperson
Marco Daniele Boglione