PRESS RELEASE

BASICNET:

BasicNet S.p.A. Shareholders’ AGM:

• 2015 Separate Financial Statements approved.
• Dividend of Euro 0.1 per share. Pay-out ratio 33.6%.
• Board of Directors and its Chairman appointed.
• Board of Statutory Auditors and its Chairman appointed.
• Group Remuneration Policy Report approved.
• Share buy-back and utilisation plan authorised.

Board of Directors:

• Appointed Daniela Ovazza and Franco Spalla as Vice Chairman.
• Appointed Gianni Crespi as the Chief Executive Officer.

Turin, April 28, 2016 - The Shareholders’ AGM of BasicNet S.p.A., chaired today by Marco Boglione, approved the 2015 Separate Financial Statements and the distribution of a dividend of Euro 5.6 million, corresponding to Euro 0.1 gross for each outstanding share. The dividend, concerning coupon No. 9, will be paid from May 25, 2016, with record date of May 24, 2016 and coupon date of May 23, 2016.

Following the AGM, Marco Boglione, Chairman and Founder of BasicNet S.p.A. stated: “In 2015 the market fit and strength of our Share Economy based business model was fully proven. The challenge of the coming years will again be growth, in addition to the increased integration of new technologies to fully tap into the potential of our brands. Approx. 400 business owners are now integrated into our Marketplace, seeking to grow in an increasingly unpredictable and competitive environment.”

The Shareholders’ Meeting also:

• appointed for three years the new Board of Directors, comprising 12 Directors, electing:
  • from the slate filed by the shareholder BasicWorld S.r.l., which holds 22,071,666 shares, equal to 36.187% of the share capital, 11 Directors, as:Marco Boglione – Chairman, Paola Bruschi, Paolo Cafasso, Gianni Crespi, Alessandro Gabetti Davicini, Renate Marianne Hendlmeier, Adriano Marconetto, Daniela Ovazza, Carlo Pavesio, Elisabetta Rolando and Franco Spalla;
  • from the slate filed by the legal firm Trevisan & Associati on behalf of a number of shareholders, holding a total of 5,210,113 shares, equal to 8.542% of the share capital, 1 Director, as Ms. Elisa Corghi.

• appointed for three years the new Board of Statutory Auditors and its Chairman, electing:

  • from the slate filed by the shareholder BasicWorld S.r.l., which holds 22,071,666 shares, equal to 36.187% of the share capital, Messrs. Massimo Boidi and Carola Alberti – Statutory Auditors and Fabio Pasquini - Alternate Auditor;

  • from the slate filed by the legal firm Trevisan & Associati on behalf of a number of shareholders, holding a total of 5,210,113 shares, equal to 8.542% of the share capital, Ms. Maria Francesca Talamonti - Chairman of the Board of Statutory Auditors and Giulia De Martino, Alternate Auditor.

The Directors Elisa Corghi, Renate Hendlmeier and Adriano Marconetto declared their independence in accordance with Article 148, paragraph 3 of the CFA, in addition to Article 3 of the Self-Governance Code promoted by Borsa Italiana and adopted by BasicNet S.p.A..

The profiles of the members of the Corporate Boards are available in the Corporate Governance section of the website www.basicnet.com.

In terms of the shareholdings of Directors, the information contained in the Remuneration Report published on the website www.basicnet.com was confirmed, to which reference should be made.

The Shareholders Meeting also approved:

• the Remuneration Report in accordance with Article 123-ter of Legislative Decree 58/98, previously noted and communicated to the market;

• the authorisation to purchase and utilise treasury shares; The programme permits the purchase of treasury shares for a maximum Euro 3.5 million and a maximum number which, considering shares already held by the Company, does not exceed the statutory limits, for a period running from today’s Shareholders’ AGM until the Shareholders’ Meeting for the approval of the 2016 Annual Accounts. The authorisation for the utilisation of treasury shares is without time limit.

The Board of Directors, which met following the Shareholders’ Meeting: 

• reconfirmed Daniela Ovazza as the Vice Chairman of the Board of Directors and appointed Franco Spalla as the new Vice Chairman, with the duty to assist the Chairman on special or strategic projects;

• appointed Gianni Crespi as the Chief Executive Officer;

• ascertained the independence of the Directors: Elisa Corghi, Renate Marianne Hendlmeier and Adriano Marconetto;

• noted the independence of the members of the Board of Statutory Auditors;

• appointed to the Remuneration Committee: the Non-Executive Director Carlo Pavesio, as Chairman, the Non-Executive Vice Chairman Daniela Ovazza and the Independent Directors Renate Marianne Hendlmeier and Adriano Marconetto;

• appointed to the Control and Risks Committee the Independent Directors Elisa Corghi, as Chairman, Renate Marianne Hendlmeier and Adriano Marconetto;

• reconfirmed the Director Paolo Cafasso as the Executive Officer for the preparation of the financial statements;

confirmed and made executive the non-competition agreement in place with the Vice Chairman Franco Spalla, as reported in the Remuneration Report published on the website www.basicnet.com, to which reference should be made. 

Conclusion of the treasury share buy-back plan authorised by the Shareholders’ AGM of April 27, 2015

With today’s AGM, the treasury share buy-back plan approved by the AGM of April 27, 2015, whose commencement was communicated to the market on May, 4, 2015, has concluded. Based on this authorisation, the Company acquired 637,000 treasury shares equal to 1.04% of the Share Capital, at an average price of Euro 3.9, for a total investment of Euro 2.474 million. BasicNet today holds a total of 4,760,000 treasury shares (7.8% of the Share Capital), for a total investment of Euro 9.8 million.

Filing of documentation

The 2015 Separate and Consolidated Financial Statements, in addition to the further documentation required by Article 77 of Consob Resolution No. 11971 of May 14, 1999, were filed at the registered office in Turin, Largo Maurizio Vitale,1, at Borsa Italiana S.p.A. and made available to the public on the website www.basicnet.com,  and on the authorised storage website www.emarketstorage.com.

The minutes of the Shareholders’ AGM will be made available to the public through the same means and in accordance with law.