Seco — Proxy Solicitation & Information Statement 2023

Jun 27, 2023

SECO S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES 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.

In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 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., the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Appointed Representative pursuant to Article 135 undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-proxy pursuant to Article 135 novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Appointed Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Monte Titoli will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Monte Titoli will not vote for such items.

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.

With reference to the Ordinary and Extraordinary General Meeting of SECO S.p.A. to be held at the office of Notary Jacopo Sodi, at Via dei Della Robbia no. 38 in Florence, 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, and having regard to the Reports on the items on the Agenda made available by the Company(§) with this

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-NOVIES OF LEGISLATIVE DECREE 58/1998

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

	[ shareholder with the righ
--	-----------------------------	--	--

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)			Tax identification code or other identification if foreign (*)
	Born in (*)	On (*)
	Registered office / Resident in (*)

Related to

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

• the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;

• to have requested from the custodian the communication for participation in the Meeting as indicated above;

• that there are no reasons for incompatibility or suspension of the exercise of voting rights;

• (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

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-NOVIES 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
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
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
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

SECO S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES 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-NOVIES 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 Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

___________________________________________________________________________________________________________________________________________________________________

The proxy with the relating voting instructions shall be received together with:

• 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,

(in the event of a sub-proxy, the following must be sent to the Appointed Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative 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: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for SECO July 2023 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail RD@pec.euronext.com (subject line: "Proxy for SECO July 2023 Shareholders' Meeting")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

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-NOVIES 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-NOVIES 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.