Basic Net SpA — Remuneration Information 2016

Apr 7, 2016

Remuneration Report in accordance with Article 123-ter of the Consolidated Finance Act.

Website: www.basicnet.com

Date of approval of Report: March 18, 2016

Dear Shareholders,

Article 123-ter of the Consolidated Finance Act requires that companies with listed shares publish the Remuneration Report, available to the public, at least 21 days before the Shareholders' Meeting. The Remuneration Report was prepared in accordance with the template established by Consob Issuers' Regulation No. 1197/99 and comprises two sections: a first descriptive section outlining the remuneration policy of the members of the Board of Directors and Senior Executives, in addition to the procedures utilised for the adoption and implementation of the policy and a second section which illustrates in detail the remuneration of the Board of Directors and the Senior Executives, in addition to the amount of remuneration devolving to such parties for 2015.

Remuneration Report in accordance with Article 123-ter of the Consolidated Finance Act.

The present document describes and outlines the remuneration policies of the Group and is available on the company website www.basicnet.com, 2016 Shareholders' AGM section.

Section 1

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 Board of Directors of BasicNet S.p.A. approved the Group remuneration policy at the meeting of February 10, 2012. The Remuneration Committee was involved in the drawing up of the remuneration policy, with the favourable vote of all Independent Directors. The Committee, with the participation of all Independent Directors periodically reviews the adequacy, consistency and proper application of the remuneration policy of Directors and Senior Management and draft proposals for the Board of Directors in this regard.

b. Involvement of a Remuneration Committee or another Committee on the issue of remuneration. Composition (with a distinction between non-executive and independent directors), duties and procedures.

The Remuneration Committee currently in office is composed of the Non-Executive Directors Daniela Ovazza, Carlo Pavesio, and the Non-Executive and Independent Director Adriano Marconetto. Attending the Committee meetings, expressing a consultative opinion on the matters on the Agenda, is also the second Independent Director.

The Remuneration Committee presents proposals or expresses opinions to the Board of Directors on the remuneration of Executive Directors and other Directors with specific duties, in addition to any discretional proposals on the allocation of an additional remuneration component, identified ex post, taking into consideration the company performance or company developments.

The proposals of the Remuneration Committee are fully reported in the minutes of the Board of Directors meetings at which they are drawn up. The Remuneration Committee may access the necessary information and departments for the discharge of their duties.

c. Details of independent experts involved in the preparation of the remuneration policy.

No independent experts were utilised in the preparation of the remuneration policy.

d. Purposes of the remuneration policy, underlying principles and any changes to the policy compared to the previous year.

The remuneration policy of BasicNet S.p.A. seeks to attract, maintain and motivate individuals with the professional qualities and capacities required by the Company and the Group. The remuneration of Executive Directors and Senior Management is structured in such a manner so as to provide an incentive towards improving company performance, through the satisfaction and motivation of personnel.

e. Description of the fixed and variable remuneration component policies, particularly in relation to the weighting in terms of overall remuneration and a distinction between the short and long-term variable component.

The remuneration structure establishes:

• a fixed component, which remunerates the commitment and responsibility undertaken in terms of the position held. The fixed remuneration comprises a sufficiently high percentage of total remuneration, such as to allow the Company to pursue a flexible policy in terms of additional remuneration or bonuses. In particular, the fixed component must sufficiently remunerate Directors in the case in which the discretional additional component or bonuses are not issued;
• any additional remuneration or bonuses identified by the Board of Directors, on the proposal of the Remuneration Committee. This portion is normally identified ex-post.

f. Policy in relation to non-monetary benefits.

In addition to the fixed component, a number of benefits may be conferred, such as, for example purposes, life or health insurance policies for Directors and/or the allocation of a motor vehicle, also for private use, in addition to, for the Chairman of BasicNet S.p.A., for the duration of mandate, the use of a property located within the "BasicVillage" called "Foresteria – loft People on the move."

g. Description of the performance objectives upon which the variable components are based and disclosure on the link between the change in results and the change in remuneration.

The Group has not introduced remuneration plans based on an evaluation of the performance objectives or on financial instruments of any type.

h. Clawback Clause

There are no contractual clauses which permit the company to request the repayment, in full or in part, of the variable component of the remuneration paid, determined on the basis of figures which subsequently are manifestly erroneous in the view of the fact, and also outlined in the previous point e) that any additional remuneration is awarded ex-post.

i. Criteria utilised for the evaluation of the performance objectives on which the conferment of shares, options, other financial instruments or other variable remuneration components is based.

The Group has not introduced remuneration plans based on an evaluation of the performance objectives or on financial instruments of any type.

j. Information establishing the link between the remuneration policy and the pursuit of long-term corporate goals and with the risk management policy, where established.

The remuneration structure, based on a fixed component which represents a sufficiently high percentage of total remuneration, seeks to encourage conduct which promotes the development of medium/long-term results and operations.

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, expost correction mechanisms.

This is not applicable to the Group remuneration policies.

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

This is not applicable to the Group remuneration policies.

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, on the indication of the Shareholders' AGM, establishes the amount of post-employment benefits through an annual allocation, also provided through a leading insurance company, on behalf of the Company, of an insurance policy, related to an annual constant premium of an amount equalling the amount of the post-employment benefit, in favour of the Chairman or other Executive Directors.

The Board may approve an indemnity in the case of the advanced conclusion of mandate to the Chairman or other Executive Directors.

The Board of Directors may sign non-competition agreements with Executive Directors for a period subsequent to the conclusion of mandate, establishing a fee for this commitment. There is no link between such benefits and the Company performance.

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 benefits represented by life or health policies for a number of Executive Directors.

o. Remuneration policy in relation to: (i) Independent Directors; (ii) Committee attendance and (iii) the discharge of particular positions (Chairman, Vice Chairman).

The remuneration of the Board of Directors is established by the Shareholders' AGM and is allocated equally among Directors.

Non-executive Directors called to the Internal Control and Risks Committee and the Remuneration Committee are allocated, on the approval of the Board of Directors and with the favourable opinion of the Board of Statutory Auditors, a fixed annual fee based on the commitment required.

Directors assigned particular roles or responsibilities (Chairman of the Board of Directors, Chief Executive Officer, Executive Directors) are allocated a remuneration, on the proposal of the Remuneration Committee, based on a motion of the Board of Directors, with the favourable opinion of the Board of Statutory Auditors. This remuneration takes account of any employee-based component, in addition to remuneration concerning offices held in subsidiary companies, which in some cases may be reversed to BasicNet S.p.A..

p. Remuneration policy established using the policies of other companies as a benchmark, and the criteria utilised for the choice of these companies.

Not applicable.

Section 2

The items comprising the remuneration of Directors, Corporate Boards and Senior Management of the Company is outlined below. The structure of the Group does not incorporate General Managers or Senior Management who are not members of the Board of Directors of BasicNet S.p.A. or the Chairman of BasicItalia S.p.A..

The remuneration structure of the members of the Board of Directors of BasicNet S.p.A., in office at the date of the Report, provides:

Fixed Remuneration:

• for all Directors: an annual fee of Euro 20 thousand, approved by the Shareholders' AGM of April 29, 2013;
• for Directors assigned specific roles a fixed fee approved, as per Article 2389 of the Civil Code, by the Board of Directors on the proposal of the Remuneration Committee, having consulted with the Board of Statutory Auditors and the independent director Mr. Gianni Crespi, in the meeting of April 29, 2013.

This remuneration was established taking account also that the Chief Executive Officer Franco Spalla and the Executive Directors Paola Bruschi, Paolo Cafasso and Elisabetta Rolando are also Senior Managers of BasicNet S.p.A. and of their roles held on the Board of Directors of other subsidiaries;

the Executive in charge of the preparation of the financial statements: a fixed fee, approved by the Board of Directors, on the proposal of the Remuneration Committee, having consulted with the Board of Statutory Auditors, on the date of appointment on April 29, 2013.

The remuneration of the members of the Board of Statutory Auditors was approved by the Shareholders' AGM at April 29, 2013.

Committee Remuneration:

each member of the Control and Risks Committee and the Remuneration Committee a fixed fee determined on the appointment of the Board of Directors on April 29, 2013.

Bonuses and other incentives:

In the meeting of February 10, 2015, in accordance with the recommendation drawn up by the Remuneration Committee, a bonus was allocated to top management in recognition of the activities and results evident in the 2014 Financial Statements.

At the meeting of March 18, 2016, the Board of Directors, having reviewed the proposal of the Remuneration Committee in view of the results presented, having heard the Independent Director Renate Hendlmeier and with the favourable opinion of the Board of Statutory Auditors, approved the payment of a one-off tantum bonus to the executive directors, both in relation to BasicNet S.p.A. and the subsidiary BasicItalia S.p.A., broken down as illustrated in the column "Bonus and other incentives" in the table below. The amounts refer to the year 2015.

Non-monetary benefits:

• in the Board meeting April 29, 2013, on the proposal of the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, a benefit was conferred to the Chairman of the Board of Directors Marco Boglione and to the Chief Executive Officer Franco Spalla comprising a "Term life constant capital" insurance policy;
• at the meeting of February 18, 2014, the Board of Directors confirmed, with the approval of the Board of Statutory Auditors and of the Independent Directors, on the proposal of the Remuneration Committee, that the Chairman of the Board of Directors would receive, for the period of his mandate, the use of a property unit called "Foresteria – loft People on the move", located within the "BasicVillage", valued at Euro 85 thousand per year, in addition to annual remuneration of Euro 76 thousand equal to the tax charge on the benefit.

Post-employment benefits:

the remuneration also provides for, in relation to the Chairman Marco Boglione and the Chief Executive Officer Franco Spalla, an annual allocation to the Post-Employment Benefit provision, respectively of Euro 500 thousand for the Chairman and Euro 100 thousand for the Chief Executive Officer, through provision by a leading insurance Company, on behalf of the company, of an insurance policy, linked to a constant annual premium equal to the portion of post-employment benefit allocated, set by the Board of Directors, on the indication of the Shareholders' Meeting, on their appointment.

Indemnity of the Directors in case of dismissal or termination of employment following a public purchase offer.

The Board of Directors, in the meeting of April 29, 2013, and on the proposal of the Remuneration Committee, and with the favourable opinion of the Board of Statutory Auditors, decided that on conclusion of office or of the duties conferred for just cause or revocation without just cause, the following is allocated:

• to the Chairman:
• an all-inclusive indemnity, which according to the time of interruption of mandate (the "Event") during the three-year period, will amount to: (i) an amount equal to the difference between the overall remuneration devolving, matured at the date of the Event, and the overall remuneration indicated above on an annual basis, in addition to a fixed sum of Euro 2 million, gross of withholding taxes, where the Event takes place during 2013; (ii) an amount equal to the overall remuneration devolving, matured at the date of the Event, in addition to a fixed sum of Euro 1.750 million, gross of withholding taxes, where the Event occurs during 2014; and (iii) an amount equal to the overall remuneration devolving, matured at the date of the Event, in addition to a fixed sum of Euro 1.5 million, gross of withholding taxes, where the Event occurs during 2015 or on a subsequent date until the conclusion of mandate;
• to the Chief Executive Officer:
• an all-inclusive indemnity (which must include, or be reduced by, all post-employment indemnity in accordance with the applicable contract which the Chief Executive Officer has with the Company), which according to the time of interruption of mandate (the "Event"), during the three-year period will amount to: (i) an amount equal to the difference between the overall remuneration devolving, matured at the date of the Event, and the overall remuneration indicated above on an annual basis, in addition to a fixed sum of Euro 1.5 million, gross of withholding taxes, where the Event takes place during 2013; (ii) an amount equal to the overall remuneration devolving, matured at the date of the Event, in addition to a fixed sum of Euro 1.250 million, gross of withholding taxes, where the Event occurs during 2014; and (iii) an amount equal to the overall remuneration devolving, matured at the date of the Event, in addition to a fixed sum of Euro 1 million, gross of withholding taxes, where the Event occurs during 2015 or on a subsequent date until the conclusion of mandate.

In addition, on the same date, the Board decided, against the obligation of the Chief Executive Officer Mr. Franco Spalla to abstain from carrying out, directly or indirectly, activities in competition with the Company or the BasicNet Group, throughout the European Union for a period of 3 (three) years from conclusion of the office of Director, or the substantial reduction of the duties conferred to him, or a change of role – except in the case of termination of mandate or employment for just cause – from the time of the latter of these events if not contemporaneous, that the Company will pay an amount of Euro 1.5 million, in three equal annual instalments, the first of which on the verification of any of the events listed above and the two successive installments on the anniversary of this date. In the case of his passing, the entire sum or any residual installments will be paid to the heirs of Mr. Franco Spalla. The agreement establishes also that, where on the conclusion of office or the reduction of duties, Mr. Franco Spalla intends not to undertake this obligation, the corresponding commitment of the company would also lapse.

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

The following table breaks down the remuneration of Directors, Statutory Auditors, General Managers and, at an aggregate level, other Senior Management.

Separate indication is provided of remuneration received from subsidiaries and/or associated companies, with the exception of that renounced or reversed to the company. All parties which during the year have held the above offices are included, even if for a portion of the year. In particular:

• in the column "Fixed remuneration", on an accruals basis, the fixed emoluments and the remuneration of employees in the year are reported seperately, gross of social security and tax charges relating to the employee; the repayment of expenses and attendance fees are not indicated, as such are not provided for;
• in the column "Fees for attendance of Committee meetings", on an accruals basis, the remuneration of Directors for attendance at the Committee meetings of the Board is reported;
• The column "Non-equity variable remuneration" reports, in the account "Bonuses and other incentives" the one-off tantum, even if not paid, matured in the year for the objectives achieved; There are no deferred bonuses; There is no deferred bonus.
• in the column "Profit participation" no figures are reported as no form of profit participation is provided for;
• in the column "Non-monetary benefits", on an accruals and tax assessable basis, the value of the allocated fringe benefits is reported;
• "Other remuneration" concerns the amount accruing in the year of post-employment benefits in favour of the Chairman and Chief Executive Officer;
• In the column "Total" the sum of the previous accounts is indicated;
• in the column "Fair value of equity remuneration" no figures are indicated as there are no stock option;
• in the column "Post-employment indemnity" the indemnity matured is indicated, even if not paid, for those concluding employment during the year or for those reaching the end of mandate and/or contract.

SECTION 2

Remuneration for 2015 of the members of the Board of Directors and Board of Statutory Auditors, General Managers and Senior Management Remuneration concerns that accrued in the year. Post-employment 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.

Na me	Of fic e	d Pe rio of off ice he ld	Co lus io nc f n o off ice	Fix ed Re i rat mu ne on	Re rat ion mu ne for itte co mm e da att en nc e	Va ria ble Re no	ion rat mu ne ity n e qu	No n tar mo ne y be fit ne s	Ot he r Re mu ne ra tio n Pos t-E loy mp Ben	To tal	Fa ir V alu e of uit eq y ti rem un era on	Po st loy em p me n t b efi ts en
						Bo nd nu se s a	Pro fit sh ing ar
						oth er
Ma BO GL IO NE	Ch air	1.1 -31 .12	20 16			inc tiv en es
rco - E lum ts	ma n d b the Sh ho lde	AG M rs'		20 ,00 0
mo en ap pro - A rtic le 23 89 of the	ve y are Ci vil Co de			87 6,0 00
( I) Em olu fo ffic e i nts				89 6,0 00		20 0,0 00		10 7,0 69	50 0,0 00	03 ,06 1,7	9
me r o Re ion fro rat	n c om pa ny bsi dia d a cia tes				-		-				-
( II) mu ne m su III To tal	ry an sso			- 89	-	- 20	-	- 10	50	- 03	- 9
( )				6,0 00	-	0,0 00	-	7,0 69	0,0 00	1,7 ,06	-
Da nie la OV AZ ZA	Vic Ch air e ma n d Me mb of an er the ion Re rat mu ne Co itte mm e	1.1 --3 1.1 2
- E lum ts mo en ap pro	d b the Sh ho lde ve y are	AG M rs'		20 ,00 0
( I) olu fo ffic e i Em nts me r o	n c om pa ny			20 ,00 0	5,0 00	-	-	-	-	25 ,00	0 -
( II) Re ion fro rat mu ne m su	bsi dia d a cia tes ry an sso			-	-	-	-	-	-	-	-
( ) III To tal				20 ,00 0	5,0 00	-	-	-	-	25 ,00	0 -
Fra o S PA LLA nc	CE O	--3 2 1.1 1.1
- E lum ts mo en ap pro - A rtic le 23 89 of the - S ior en ma nag em en ( I) Em olu fo ffic e i nts me r o	d b the Sh ho lde ve are y Ci vil Co de ion t re rat mu ne n c om pa ny	AG M rs'		20 ,00 0 45 0,0 00 5 4,7 59 52 4,7 59	-	150 ,00 0	-	13 ,51 4	100 ,00 0	78 8,2 73	-
( II) Re ion fro rat mu ne m su	bsi dia d a cia tes ry an sso			-	-	-	-	-	-		-
( ) III To tal				52 4,7 59	-	15 0,0 00	-	13 ,51 4	10 0,0 00	78 8,2 73	-
Pa ola B RU SC HI	Dir d ect or an Exe ive in cut cha of the rge int al tro l ern con & r isk tem s s ys	1.1 2 3.1 0 -
lum d b the Sh ho lde AG - E ts M rs' mo en ap pro ve y are				16 ,21 9
- D ire cto r in ch f th e i nte l co ntr ol d r isk tem arg e o rna an s s ys			4,0 55
- S ior en ma nag em en	t re rat ion mu ne			1 08 ,46 0
( I) Em olu nts fo ffic e i me r o	n c om pa ny			12 8,7 34	-	43 ,00 0	-	-	-	17 1,7 34	-	-
( II) ion fro Re rat mu ne m su	bsi dia d a cia tes ry an sso			-	-		-	-	-	-	-	-
( ) III To tal				12 8,7 34	-	43 ,00 0	-	-	-	17 1,7 34	-	-

Na me	Of fic e	Pe rio d of off ice he ld	iry of Ex p off ice	Fix ed Re rat i mu ne on	Re ion rat mu ne for itte co mm e da att en nc e	ria ble Va Re no	ion rat mu ne ity n e qu	No n tar mo ne y be fit ne s	Ot he r Re mu ne ra tio n	To tal	Fa ir V alu e of uit eq y ti rem un era on	Po st loy em p me be fit nt ne s
						nd Bo nu se s a oth er inc tiv en es	fit Pro sh ing ar
olo Ca fas Pa so	Dir ect or	1.1 --3 1.1 2	20 16
- E lum ts mo en ap pro ve - E uti Re nsi ble xec ve spo - S ior t re en ma nag em en ( I) Em olu nts fo ffic e i me r o n c	20 ,00 0 35 ,00 0 88 ,99 4 14 3,9 94	-	30 ,00 0	-		-	17 3,7 51	-	-
( II) Re ion fro rat mu ne m su	pa ny bsi dia d a cia ry an sso	tes		70 ,00 0	-	-	-	-	-	70 ,00 0	-	-
( ) III To tal				21 3,9 94		30 ,00 0				24 3,9 94
					-		-	-	-		-	-
Gio i C SP RE I va nn	Dir d ect or an Ch air f t he ma n o Co ntr ol d an Ris ks Co itte mm e	1.1 —2 3.1 0	20 16
	Vic e C ha irm an	24 .10 -31 .12		5,0 53 5						,05 3 55
- E lum ts mo en ap pro	d b the Sh ho ve y are	lde AG M rs'		20 ,00 0						20 ,00 0
( I) Em olu fo ffic e i nts me r o	n c om pa ny			75 ,05 3	4,0 55	-	-	-	-	79 ,10 8	-	-
( II) Re rat ion fro mu ne m su	bsi dia d a cia ry an sso	tes		40 ,54 7	-	-	-	-	-	40 ,54 7	-	-
( ) tal III To				11 5,6 00	4,0 55	-	-	-	-	11 9,6 55	-	-
Ale nd GA BE TT I ssa ro	Dir ect d or an mb of the me er Co ol d ntr an Ris ks Co itte mm e	1.1 -4- 31 .12	20 16
- E lum ts mo en ap pro	d b the Sh ho ve y are	lde AG M rs'		20 ,00 0
( I) Em olu fo ffic e i nts me r o	n c om pa ny			20 ,00 0	5,0 00	-	-	-	-	25 ,00 0	-	-
( II) Re ion fro rat mu ne m su	bsi dia d a cia ry an sso	tes		-	-	-	-	-	-	-	-	-
( ) III To tal				20 ,00 0	5,0 00	-	-	-	-	25 ,00 0	-	-
Re Ma ria te na nn e He nd lm eir	Dir d ect or an mb of the me er Co ol d ntr an Ris ks Co itte mm e	23 -.1 0-3 1.1 2	20 16
- E lum ts mo en ap pro	d b the Sh ho ve y are	lde AG M rs'		81 3,7
( I) olu fo ffic e i Em nts me r o	n c om pa ny			3,7 81	94 5	-	-	-	-	4,7 26	-	-
( II) Re ion fro rat mu ne m su	bsi dia d a cia ry an sso	tes		-	-	-	-	-	-	-	-	-
( ) III To tal				3,7 81	94 5	-	-	-	-	4,7 26	-	-

Na me	Of fic e	Pe rio d of off ice ld he	Co lus ion nc of off ice	Fix ed Re rat i mu ne on	ion Re rat mu ne for itte co mm e att da en nc e	Va ria ble Re no n e	rat ion mu ne ity qu	No n tar mo ne y be fit ne s	Ot he r Re mu ne ra tio n	To tal	ir V alu Fa e of uit eq y ti rem un era on	Po st loy em p me n t b efi ts en
						Bo nd nu se s a	Pro fit sh ing ar
						oth er inc tiv
Ad ria M AR CO NE TT O no	Dir ect d or an	1.1 -31 .12	20 16			en es
	mb of the me er
	Re ion rat mu ne
	Co itte d mm e an
	of the Co ol ntr
	d Ris ks an
- E lum ts	Co itte mm e d b the Sh ho lde	AG M		20 ,00 0
rs' mo en ap pro ve y are ( I) Em olu nts fo ffic e i me r o n c om pa			20 ,00 0	10 ,00 0	-	-	-	-	30 ,00 0	-
ny ( II) Re ion fro bsi dia d a cia rat tes mu ne m su ry an sso			-	-	-	-	-	-	-	-	- -
( ) III To tal				20 ,00 0	10 ,00 0	-	-	-	-	30 ,00 0	-	-
Ca rlo PA VE SI O	Dir ect & or Ch air of the ma n Re rat ion mu ne Co itte mm e	1.1 --3 1.1 2	20 16
lum - E ts mo en ap pro ve	d b the Sh ho lde y are	AG M rs'		20 ,00 0
( I) Em olu nts fo ffic e i me r o	n c om pa ny			20 ,00 0	5,0 00	-	-	-	-	25 ,00 0	-	-
( II) Re ion fro bsi rat mu ne m su	dia d a cia tes ry an sso			-	-	-	-	-	-	-	-	-
( ) III To tal				20 ,00 0	5,0 00	-	-	-	-	25 ,00 0	-	-
Eli be Ro lan do tta sa	Bo ard of Dir ect ors	--3 2 1.1 1.1	20 16
- E lum ts mo en ap pro ve	d b the Sh ho lde y are	AG M rs'		20 ,00 0
- S ior en ma nag em en	ion t re rat mu ne			80 ,16 5
( I) Em olu fo ffic e i nts me r o	n c om pa ny			100 ,16 5	-	-	-	-	-	100 ,16 5	-	-
( II) Re ion fro bsi rat mu ne m su	dia d a cia tes ry an sso			120 ,00 0	-	150 ,00 0	-	-	-	27 0,0 00	-	-
( ) III To tal				22 0,1 65	-	15 0,0 00	-	-	-	37 0,1 65	-	-

Na me	Pe rio d of off ice he ld Of fic e	Co lus ion nc of off ice	Fix ed i Re rat mu ne on	Re ion rat mu ne for itte co mm e da att en nc e	Va ria ble Re ion rat mu ne ity no n e qu		No n tar mo ne y be fit ne s	Ot he r Re mu ne ra tio n	tal To	Fa ir V alu e of uit eq y ti rem un era on	Po st loy em p me n t b efi ts en
					Bo nd nu se s a	Pro fit sh ing ar
					oth er inc tiv en es
Ma im o B OI DI ss	Ch air 1.1 -31 .12 ma n Bo ard of	20 16
	Sta tut ory Au dit ors
( I) Em olu nts fo ffic e i me r o	n c om pa ny		35 ,58 5						35 ,58 5
ion fo he off ice f t he Ch air of the rd of Re rat r t B mu ne o ma n oa -
Sta tut Au dit of Ba ory ors	sic Ita lia Sp a
Re rat ion fo r th mu ne e o -	ffic f S tat uto Au dit of Ba sic e o ry or	Vil lag e	4 ,13 4	-	-	-	-	-		-	-
( II) Re ion fro rat mu ne m su	bsi dia d a cia tes ry an sso		21 ,81 6						21 ,81 6
( ) III To tal			56 ,40 1	-	-	-	-	-	56 ,40 1	-	-
Ca rol a A LB ER TI	Sta Au dit 1.1 -31 .12 tut ory or	20 16
( I) Em olu nts fo ffic e i me r o	n c om pa ny		24 ,03 4	-	-	-	-	-	24 ,03 4	-	-
Re ion fo r th rat mu ne e o -	ffic f S Au dit of Ba sic tat uto e o ry or	Ita lia Sp a	,88 2 11
ion fo he Re rat r t mu ne - A	off ice f S dit of tat uto Au Ba o ry or	sic illa V ge	4 ,13 4 15 ,91 6						15 ,91 6
Sp ( II) Re rat ion fro bsi mu ne m su	dia d a cia tes ry an sso			-	-	-	-	-		-	-
( III ) To tal			40 ,95 0	-	-	-	-	-	40 ,95 0	-	-
Ma izi o F ER RE RO ur	Sta tut Au dit 1.1 -31 .12 ory or	20 16
( I) Em olu nts fo ffic e i me r o	n c om pa ny		24 ,03 4	-	-	-	-	-	24 ,03 4	-	-
( II) Re ion fro bsi rat mu ne m su	dia d a cia tes ry an sso		-	-	-	-	-	-	-	-	-
( ) III To tal			24 ,03 4	-	-	-	-	-	24 ,03 4	-	-

Investments held by the members of the Board of Directors and Control Boards and by Senior Management

Name	Office	Company	Number of shares held at the end of the previous year	Number of shares acquired	Number of shares sold	Number of shares held at the end of the present year
Marco BOGLIONE	Chairman	BasicNet	22,250,000 (*)	133,334	-	22,383,334 (*)
Giovanni CRESPI	Director	BasicNet	28,200		-	28,200
Alessandro GABETTI	Director	BasicNet	796,350 (**)		-	796,350 (**)
Renate Hendlmeier	Director	BasicNet	2,000			2,000
Carlo PAVESIO	Director	BasicNet	100,000		-	100,000

(*) of which 22,071,666 through the subsidiary BasicWorld Srl and 311,668 directly

(**) of which 225,000 held by spouse

*******

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 first section of the Remuneration Report, we propose a favourable vote on "Section I", adopting 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" concerning the policy of the company in relation to remuneration and the procedures utilised for the adoption of this policy;

resolves

to approve "Section I" of the Remuneration Report".

for the Board of Directors

The Chairman

Mr. Marco Daniele Boglione

Turin, March 18, 2016