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Basic Net SpA Remuneration Information 2026

Mar 26, 2026

4229_rns_2026-03-26_41b2d170-afe0-428c-a6ac-240c5b5dd00f.pdf

Remuneration Information

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INFO
DISTRICT
UNITED
BasicNet

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

CONTENTS

Glossary...3
SECTION I...6
SECTION II...17
Table 1 – Remuneration paid to Directors, Statutory Auditors, General Managers and other Senior Executives...23
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...27

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.

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

BasicNet

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.

4

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;

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  • 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).

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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.

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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.

15

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.

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.

16

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;

18

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).

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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.

20

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 (3) -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.

23

BasicNet

Name Office held Period of office Cond. of office Fixed remen. Reman. for committee attendance Bonuses and other incentives Profit sharing Non-monetary benefits Other remuneration Total Fed Value of equity remuneration Termination indemnity
Moscow
Maria Baglione (1) Chairperson RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 1,120,000 1,900,000 107,775 500,000 3,737,775 1,300,000
2) Remuneration from subsidiaries and associates
Total 1,120,000 - 1,900,000 107,775 500,000 3,737,775 1,300,000
Darrela Oocese (2) Vice-Chairperson RURLIDEN 17/04/2025-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 20,000 5,000 25,000
2) Remuneration from subsidiaries and associates
Total 20,000 5,000 25,000
Lorenza Baglione (3) Director and Chief Executive Officer RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 320,430 1,900,000 586 2,129,418
2) Remuneration from subsidiaries and associates 380,000 280,000
Total 580,000 - 1,900,000 586 2,000,000
Alessandro Baglione (4) Director and Chief Executive Officer RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 320,320 1,900,000 857 2,128,150
2) Remuneration from subsidiaries and associates 380,000 280,000
Total 580,000 - 1,900,000 857 2,000,000
Maria Baglione (5) Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 25,541 25,541
2) Remuneration from subsidiaries and associates
Total 25,541 - 25,541
Irsela Boccitanti (6) Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 110,000 50,000 168,242 11,725
2) Remuneration from subsidiaries and associates 50,000 10,000
Total 145,000 - 50,000 145,000 11,725
Piero Brigi (7) Independent Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 20,000 10,000 30,000
2) Remuneration from subsidiaries and associates
Total 20,000 10,000 - 30,000
Paola Brachi (8) Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 204,414 100,000 304,414 15,209
2) Remuneration from subsidiaries and associates
Total 204,414 - 100,000 304,414 15,209
Francesco Calva (9) Independent Director RURLIDEN 01/12/2024 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 20,000 10,000 30,000
2) Remuneration from subsidiaries and associates
Total 20,000 10,000 - 30,000
Maria Soma (10) Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 207 accounts
2) Remuneration from Company preparing the accounts 148,473 50,000 238,473 30,418
2) Remuneration from subsidiaries and associates 38,473 38,473
Total 120,000 - 50,000 272,500 33,618
Cristina Pavia (11) Independent Director 17/04/2020-01/12/2024 accents
2) Remuneration from Company preparing the accounts 20,000 5,000 25,000
2) Remuneration from subsidiaries and associates
Total 20,000 5,000 - 25,000
Irenica Gambonari (12) Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 82,396 50,000 110,396
2) Remuneration from subsidiaries and associates
Total 82,396 - 50,000 110,396
Cielo Pannile (13) Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 20,000 5,000 25,000
2) Remuneration from subsidiaries and associates
Total 20,000 5,000 - 25,000
Patricia Viera (14) Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 216,869 100,000 416,869 112,091
2) Remuneration from subsidiaries and associates 38,060 38,060
Total 316,869 - 100,000 506,869 152,091
Francesco Semenza (15) Director RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2024 accounts
2) Remuneration from Company preparing the accounts 127,116 127,116
2) Remuneration from subsidiaries and associates
Total 127,116 - 127,116
Israel Izad 1,853,851 35,000 6,180,000 - 139,580 500,000 16,938,373 208,455 1,500,000
Senior Education (16) RURLIDEN - RURLIDEN
2) Remuneration from Company preparing the accounts 1,013,137 50,000 1,479,137 1,100,000
2) Remuneration from subsidiaries and associates
Total 1,013,137 - 50,000 1,479,137 108,455 1,100,000
Description of office
--- --- --- --- --- --- --- --- --- --- ---
Name Office held Period of office Cond. of office Fixed Remen. Reman. for committee attendance Bonuses and other incentives Profit sharing Non-monetary benefits Other remuneration Total
Igar Polumka Chairperson RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 30,000 30,000
2) Remuneration from subsidiaries and associates
Total 30,000 30,000
Gianna Luczeli Statutory Auditor RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 24,000 24,000
2) Remuneration from subsidiaries and associates
Total 24,000 24,000
Albania Pessian (17) Statutory Auditor RURLIDEN 17/04/2020-17/04/2025-01/12/2025 approx. 2027 accounts
2) Remuneration from Company preparing the accounts 24,000 24,000
2) Remuneration from subsidiaries and associates 27,533 27,533
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.

25

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.

26

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 in previous years not vested in the year Financial instruments granted in the year Financial instruments vested in the year and not allocated Financial instruments vested in the year and to be allocated Financial instruments vested in the year
€ 0 1 2 3 4 5 6 7 8 9 10 11 12
name office plan number and type of financial instruments vesting price number and type of financial instruments fair value at grant date vesting period grant date market price on grant Number and type of financial instruments Number and type of financial instruments value at vesting date fair value
i) Remuneration from company preparing the accounts Veerle Bouckaert Director Stock Grants 2024 – 2027 7,500 64,050 3 years 11/06/2025 8.54 11,735
Paola Bruschi Director Stock Grants 2024 – 2027 7,500 60,836 3 years 21/05/2025 8.59 15,209
Marco Enrico Director Stock Grants 2024 – 2027 15,000 121,673 3 years 21/05/2025 8.59 30,418
Federico Trono Director Stock Grants 2024 – 2027 75,000 608,363 3 years 21/05/2025 8.59 152,091
Other employees Stock Grants 2024 – 2027 103,500 833,800 152,246
ii) Remuneration from subsidiaries and associates
ii) total 1,688,722 361,699

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.

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

Name Office Investee Number of shares held at end of 2024 Number of shares purchased Number of shares sold 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.

BasicNet

for the Board of Directors

The Chairperson

Marco Daniele Boglione

28

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