Seco — Proxy Solicitation & Information Statement 2023

Jun 27, 2023

SECO S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia") as converted with modifications by Law 24 th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 as converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10 undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14.

MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, taking into account the extension established by D.L. 30th December 2021 no. 228, as converted with modifications by Law 25 th February 2022 n. 15, and the further extension by art. 3, paragraph 10-undecies, Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14, of SECO S.p.A. (hereinafter the "Company"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary and Extraordinary General Meeting of SECO to be held at the office of Notary Jacopo Sodi, at Via dei Della Robbia no. 38 in Florence, on 28 July 2023, at 9:00 a.m., single call as set forth in the notice of the shareholders' meeting published on the Company's website at www.seco.com in the section Investor Relations > Corporate Governance > Shareholders' Meeting on 27 June 2023 , and, in abridged form, in the Italian daily newspaper "Il Giornale", on 28 June 2023.

The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting ( i.e., by 11:59 p.m. of 26 July 2023). The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Appointed Representative: Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supposed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135-decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at the time of issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a vote different from that indicated in the instructions.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form (§)

I, the undersigned (party signing the proxy)	(Name and Surname) (*)
Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
Resident in (*)	Address (*)
Phone No. (**)	Email (**)
Valid ID document (type) (*) (to be enclosed as a copy)	Issued by (*)	No. (*)

SECO S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote OR IF DIFFERENT FROM THE SHARE HOLDER

legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)

pledge bearer usufructuary custodian manager other (specify) ………………………………………………………………………………………………

Name Surname / Denomination (*)

(complete only if the shareholder is different from the proxy signatory)	Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
	Registered office / Resident in (*)

Related to

		Registrated in the securities account n. ___ at the custodian _ ABI _ CAB __
	No. (*) _______ shares ISIN IT0005438046 (ordinary shares)	referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) No. _____
		Supplied by the intermediary: _________
		Registrated in the securities account n. ___ at the custodian _ ABI _ CAB __
No. (*) _______ shares ISIN IT0005439754 (ordinary shares with augmented voting rights)	referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) No. _____
		Supplied by the intermediary: _________

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

• to be aware of the possibility that the proxy to the Designated Representative contains voting instructions even only on some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which they are you have given voting instructions and that you have requested the communication from the depositary intermediary for participation in the Shareholders' Meeting as indicated above;
• that there are no causes of incompatibility or suspension of the exercise of the right to vote.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) * (

Signature)

*

SECO S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details) __________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary and Extraordinary General Meeting of SECO to be held in at the office of Notary Jacopo Sodi, at Via dei Della Robbia no. 38 in Florence, on 28 July 2023, at 9:00 a.m., on single call

RESOLUTIONS SUBJECT TO VOTING

Ordinary Part

58/1998.		1 Proposal to approve the "Stock Option Plan 2024-2027 for chief executive officer". Related and consequent resolution pursuant to art. 114-bis, of Legislative Decree no.
Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
undersigned proxy signatory	If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain
2 Proposal to approve the "Plan 2024-2027 for employees, senior management and collaborators". Related and consequent resolution pursuant to art. 114-bis, of Legislative Decree no. 58/1998.
Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
undersigned proxy signatory	If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the
Tick only one box		Modify the instructions (express preference)

SECO S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

Extraordinary Part

1 Proposal to increase the share capital, by payment, in divisible and progressive manner, in two tranches, for a maximum nominal amount of Euro 40,000 (forty thousand), plus share premium, excluding pre-emption rights pursuant to art. 2441, paragraph 5 and 6, of the Italian Civil Code, by issuing a maximum of no. 4,000,000 (four million) new ordinary shares without nominal value to be reserved for subscription to the current chief executive officer of SECO S.p.A., as beneficiary of the "Stock Option Plan 2024-2027 for chief executive officer". Consequent amendments to art. 6 of the Bylaws. Related and consequent resolutions.

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
undersigned proxy signatory		If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	 In Favour : _________			 Against	 Abstain

2 To serve the "Plan 2024-2027 for employees, senior management and collaborators":

2.a proposal to increase the share capital, by payment, in divisible and progressive manner, for a maximum nominal amount of Euro 70,000 (seventy thousand), plus share premium, excluding pre-emption rights pursuant to art. 2441, paragraph 5 and 6, of the Italian Civil Code, by issuing a maximum of no. 7,000,000 (seven million) new ordinary shares without nominal value to be reserved for subscription to employees, senior managers and collaborators of Seco S.p.A. or its subsidiaries as beneficiaries of the "Plan 2024-2027 for employees, senior management and collaborators". Consequent amendments to art. 6 of the Bylaws. Related and consequent resolutions;

2.b proposal to increase the share capital free of charge, for a maximum nominal amount of Euro 70,000 (seventy thousand), divisible, by means of allocation to capital, pursuant to art. 2349 of the Italian Civil Code, of a corresponding amount taken from earnings and/or earnings reserves, by issuing a maximum of no. 7,000,000 (seven million) ordinary shares, to be granted to employees and senior managers of Seco S.p.A. or its subsidiaries as beneficiaries of the "Plan 2024-2027 for employees, senior management and collaborators", as a concurrent modality to the paid-up share capital increase under item 2.(a) of the extraordinary part of the agenda. Consequent amendments to art. 6 of the Bylaws. Related and consequent resolutions.

Proposal of the Board of Directors			Tick only one box	 In Favour	 Against	 Abstain
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory
Tick only one box		Modify the instructions (express preference)
confirms the instructions	revokes the instructions	In Favour : _________ 			Against 	 Abstain

(Place and Date) * (

Signature) * PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

• (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
• (2) Indicate the Communication reference for the Shareholders' Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Pursuant to Article 135-undecies, paragraph 3, of Legislative Decree no. 58/1998, "The shares for which the proxy was granted, in full or in part, are counted for the purposes of determining that the meeting has been validly convened. In relation to proposals for which voting instructions were not given, the shareholder's shares do not count towards the calculation of the majority and the proportion of capital required for the approval of resolutions."
• (4) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).
• (5) With reference to every items of the Agenda, if significant circumstances occur which are unknown at the time of granting the proxy (i.e. absence of proposals of the Board of Directors or absence of proposals indicated by the proposer in the terms of the law and issued by the Company), or if amendments or additions are made to the proposed resolutions put forward to the meeting and which cannot be notified to the proxy grantor, it is possible to choose from the following options: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. In case no choices is effected by the delegating party, will, as far as possible, confirm the voting instructions given in the main section. If it is not possible to vote according to the instructions given, Monte Titoli will abstain on these matters.

The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting (i.e., by 11:59 p.m. of 26 July 2023)

______________________________________________________________________________________________________________________________________________________________________________________

• − a copy of an identification document with current validity of the proxy grantor or
• − in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers

by one or other of the following two methods:

• i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line "Proxy for SECO July 2023 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
• ii) transmission of the original, by courier or registered mail with return receipt, to the following address: RegisterServices Area of Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milano (Ref. "Proxy for SECO July 2023 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to RD@pec.euronext.com (subject line: "Proxy for SECO July 2023 Shareholders' Meeting")

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.com or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

Monte Titoli's privacy policy is available at the link: https://www.euronext.com/en/privacy-statement.

INFORMATION NOTICE PURSUANT TO ARTICLES 13 AND 14 OF REGULATION EU 2016/679 AND CURRENT NATIONAL LEGISLATION ON PROTECTION OF PERSONAL DATA

SECO disclosure:

Pursuant to Regulation EU 2016/679 (hereinafter "GDPR Regulation" or "GDPR") and current national legislation on data protection (hereinafter, "Privacy Legislation"), SECO S.p.A. with registered office in Arezzo, Via Achille Grandi n. 20 (hereinafter the "Company" or "the Controller") as data controller, informs you that the personal data provided with this proxy will be processed for the sole purpose of allowing the Company to manage the shareholders' meeting operations and the consequent legal obligations, in compliance with the Privacy Law.

I. Purpose of the processing

The purposes of the processing are the following:

• verify the regular constitution of the shareholders' meeting;
• ensure the identity and legitimacy of attendees;
• execute further assembly and corporate fulfilments and obligations (e.g. write the report of the meeting).

II. Legal basis for the processing

The legal basis is, therefore, the execution of contractual obligations with the shareholder of SECO (or delegated) and the need to fulfil a legal obligation, pursuant to art. 6, par. 1, lett. c) of the GDPR.

III. Processing methods

Your Personal data will be collected on paper and / or computerized media and processed in a manner strictly related to the purposes indicated above and, in any case, in compliance with the provisions of confidentiality and security provided for by the Privacy Legislation.

IV. Personal data collected

In accordance with the purposes above, the Company processes:

• identification data (such as name, surname, address, telephone number, e-mail address, date of birth, identity card, tax number, nationality);
• audio recording of the shareholders 'meeting.

V. Recipients of your personal data

Your personal data may be disclosed to the following categories of parties:

• employees and collaborators specifically authorized to process them;
• specific subjects in fulfilment of an obligation of law, regulation or community legislation;
• institutional entities and public authorities;
• supervisory and control authorities.

VI. Transfer of personal data

Your personal data will be processed within the European Union.

VII. Data retention

In compliance with the principles of proportionality and necessity, your personal data will be stored together with the documents produced during the Shareholders' meeting, in order to document what is transcribed in the minutes, for a period of time not exceeding the achievement of the purposes for which they are processed, pursuant art. 5, par. 1, lett. e) of the GDPR. The audio recordings used for the exclusive purpose of facilitating the subsequent minutes of the meeting, after the minutes have been completed, will be destroyed.

SECO S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998

VIII. Provision of personal data

The acquisition of your personal data is mandatory. Failure to provide the data may result in the non-admission to the meeting.

IX. Rights of the data subject

At any time, you can have full clarity on the operations that are reported above, and you can exercise the rights recognised pursuant to Articles 15 et seq. of the GDPR. At any time, you can exercise, in the manner and within the limits governed by the above-mentioned legislation:

• right of access (Article 15 of the GDPR);
• right of rectification (Article 16 of the GDPR);
• right to erasure (Article 17 of the GDPR);
• right to restriction of processing (Article 18 of the GDPR);
• right to data portability (Article 20 of the GDPR);
• right to object (Article 21 of the GDPR);
• right not to be subjected to a decision based solely on automated processing, including profiling, which produces legal effects that concern you or which significantly affect you (Article 22 of the GDPR).

You can exercise your rights by writing to the following address: privacy@seco.com.

X. Right to Lodge a Complaint

Should you believe that the processing of your personal data is carried out in breach of the provisions of current legislation, you have the right to lodge a complaint with the Supervisory Authority, as provided by art. 77 of the GDPR, or to make a claim in the appropriate judicial offices, pursuant to art. 79 del GDPR.

XI. Application of an automated decision-making technique

Personal data collected will not be subject to any automated decision-making techniques.

Legislative Decree no. 58/1998

Article 126-bis

(Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions)

1. Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135.

2. Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.

3. The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.

4. Shareholders requesting integration in accordance with subsection 1 shall prepare a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda. The report is sent to the administrative body within the final terms for presentation of the request for integration. The administrative body makes the report available to the public, accompanied by any assessments, at the same time as publishing news of the integration or presentation, in the ways pursuant to article 125-ter, subsection 1.

5. If the administrative body, or should it fail to take action, the board of auditors or supervisory board or management control committee fail to supplement the agenda with the new items or proposals presented in accordance with subsection 1, the court, having heard the members of the board of directors and internal control bodies, where their refusal to do so should prove to be unjustified, orders the integration by decree. The decree is published in the ways set out by article 125-ter, subsection 1.

Article 135-decies

(Conflict of interest of the representative and substitutes)

1. Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.

2. In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:

3. a) has sole or joint control of the company, or is controlled or is subject to joint control by that company;

4. b) is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;
5. c) is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);
6. d) is an employee or auditor of the company or of the persons indicated in paragraph a);
7. e) is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);

8. f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.

9. Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.

10. This article shall also apply in cases of share transfer by proxy.

MONTE TITOLI S.p.A.

Article 135-undecies (Appointed representative of a listed company)

1. Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.

2. Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.

3. Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.

4. The person appointed as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.

5. By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.

Decree Law no. 18 of 17 March 2020

(as converted with modification by Law 24th April 2020 no. 27 and as extended by effect of art. 3, D.L. 228/2021

as converted with modifications by Law 25th February 2022 n. 15 and further extended by effect of art. 3, paragraph 10-undecies, Law Decree no. 198/2022, as converted with modifications by

Law 24 February 2023 no. 14)

Article 106

(Rules for the conduct of shareholders' meetings)

[…] 4. Companies with listed shares may appoint the representative required by Article 135-undecies of Legislative Decree No. 58 of February 24, 1998, even if the Bylaws provide otherwise. The same companies may also provide in the notice of call that attendance at the shareholders' meeting shall take place exclusively through the Appointed representative designated pursuant to article 135-undecies of legislative decree no. 58 of 24 February 1998; the aforementioned Appointed representative may also be granted proxies or sub- proxies pursuant to article 135-novies of legislative decree no. 58 of 24 February 1998, as an exception to article 135-undecies, paragraph 4, of the same decree.

1. Paragraph 4 also applies to companies admitted to trading on a multilateral trading facility and to companies with shares widely distributed among the public. […] 7. The provisions of this Article shall apply to assemblies held within 31 July 2023.