REMUNERATION POLICY AND REPORT

Prepared pursuant to Article 123-ter of Legislative Decree No. 58/1998 and Article 84-quater of Consob Regulation No. 11971/1999

SECO S.p.A.

www.seco.com/it

Approved by the Board of Directors on March 18, 2024

INTRODUCTION

This Remuneration Policy and Report (the "Remuneration Report" or the "Report") has been prepared pursuant to Article 123-ter of Legislative Decree No. 58 of February 24, 1998 (the "CFA"), as most recently amended by Legislative Decree No. 49 of May 10, 2019 ("Legislative Decree No. 49/2019") implementing Directive (EU) 2017/828 of the European Parliament and of the Council of May 17, 2017 (so-called Shareholders' Right Directive II), amending Directive 2007/36/EU on the exercise of certain rights of shareholders in listed companies with regard to the encouragement of long-term commitment of shareholders (hereinafter, the consolidated text of Directive 2007/36/EU, the "Directive" or "SHRD") - and Article 84-quater of the Consob Regulation adopted by Resolution No. 11971 of May 14, 1999 ("Issuers' Regulation") and has been prepared in accordance with Annex 3A, Schedule 7-bis and Schedule 7-ter of the Issuers' Regulation, as last amended. The Remuneration Report is organized into the following sections:

Section I, in compliance with Articles 123-ter of the CFA and 9-bis of the Directive, illustrates the policy of SECO S.p.A. ("SECO", the "Company" or also the "Issuer") approved by the Board of Directors on March 18, 2024, on the proposal of the Appointments and Remuneration Committee regarding the remuneration of the members of the Board of Directors and Other Senior Executives (as defined below) and, subject to the provisions of Article 2402 of the Civil Code, of the members of the Board of Statutory Auditors of the Company (the "Remuneration Policy" or the "Policy"), as well as the procedures used for the adoption, review and implementation of said Policy, including the measures aimed at avoiding or managing any conflicts of interest;
Section II, by individual for the remuneration attributed to Directors and Statutory Auditors and in aggregate form for the remuneration attributed to Other Senior Executives of SECO¹ :
- provides an adequate, clear and understandable representation of each of the items comprising remuneration, including treatment provided in the event of termination of office or termination of employment, highlighting their compliance with the relevant Remuneration Policy and the ways in which remuneration contributes to the long-term results of the Company;
- describes analytically the compensation paid by the Company, its subsidiaries or associated companies for any reason and in any form during the year, indicating any components of the aforementioned compensation that refer to work carried out in financial years prior to the year of reference. It also highlights the compensation to be paid in one or more subsequent years for work carried out in the year of reference, indicating where necessary an estimated value for components that cannot be objectively quantified in the year of reference.

¹ We underline that, in compliance with Annex 3A, Schedule 7-bis of the Issuers' Regulation, SECO, since it qualifies as a "small" company pursuant to Article 3, paragraph 1, letter f) of the Related Parties Regulation (as defined below) provides: (i) information on the remuneration received by the other Senior Executives (other than the General Manager, if any), in aggregate form; and (ii) any information on the agreements providing for indemnities in case of early termination of the relationship only with reference to the Executive Directors and the Chairperson of the Board of Directors.

Moreover, Section II indicates - according to the criteria set out in Annex 3A, Schedule 7-ter of the Issuers' Regulation - the equity investments held in the Issuer and its subsidiaries by the members of the management and control boards and by Other Senior Executives, as well as by spouses who are not legally separated and minor children, directly or through subsidiaries, trust companies or nominees, pursuant to Article 84-quater of the Issuers' Regulation.

SECTION I - REMUNERATION POLICY

The Remuneration Policy adopted by the Company and illustrated in this Section of the Report defines the principles and guidelines to which SECO adheres when determining the remuneration practices for Directors, Other Senior Executives (as defined below) and subject to the provisions of Article 2402 of the Civil Code, members of the Board of Statutory Auditors, as well as monitoring its application.

The Remuneration Policy was approved by the Board of Directors of the Company on March 18, 2024, on the proposal of the Appointments and Remuneration Committee (the "Committee"). In this regard, it should be noted that the Company's ordinary shares were admitted to trading on Euronext STAR Milan as of May 5, 2021 (the "Trading Commencement Date"). The Company's Remuneration Policy, described in this section of the Remuneration Report, is prepared by SECO in compliance with the regulations applicable to companies with financial instruments listed on a regulated market and with the involvement of the Committee.

The Remuneration Policy has also been drafted in light of the recommendations set out in the Corporate Governance Code promoted by the Corporate Governance Committee, 2020 edition and in force at the Reporting Date, (the "Corporate Governance Code" or "CG Code") and also takes into account the provisions of Article 2.2.3 of the Regulations of the markets organized and managed by Borsa Italiana S.p.A. (the "Stock Exchange Regulation") and the related Instructions for issuers with STAR qualification.

As provided for in Consob Regulation No. 17221 of March 12, 2010 regarding related party transactions as subsequently amended (the "Related Parties Regulation"), as implemented in the internal procedure adopted by the Company (the "RPT Procedure"), available on the website www.seco.com/en in the Corporate Governance/Documents and Procedures/Procedures section, the Company is exempt from applying the RPT Procedure in the motions of the Board of Directors regarding the remuneration of Directors and Other Senior Executives when:

i. the Company has adopted a Remuneration Policy that has been approved by the Shareholders' Meeting;
ii. in the drawing up of the Remuneration Policy a committee exclusively made up of Non-Executive Directors, the majority of whom independent, was involved;
iii. the remuneration awarded is set in accordance with this Policy and quantified according to criteria that do not involve discretionary assessments.

Pursuant to Article 13, paragraph 1, of the Related Parties Regulation, the RPT Procedure does not apply to Shareholders' Meeting motions pursuant to Article 2389, paragraph 1, of the Civil Code concerning the remuneration of the Board of Directors of the Executive Committee, nor to motions concerning the remuneration of Directors holding specific offices, within the overall amounts previously determined by the Shareholders' Meeting in accordance with Article 2389, paragraph 3, second paragraph, of the Civil Code.

"Other Senior Executives" are those with the authority and responsibility, directly or indirectly, for planning, directing and controlling the Company's activities, pursuant to Article 65, paragraph 1-quater, of the Issuers' Regulation, which refers to the Annex of the Related Parties Regulation. It should be noted that these individuals correspond to top management within the meaning of the Corporate Governance Code.

At the Reporting Date (the "Reporting Date"): (i) within the Issuer's corporate organizational chart, there are 4 Other Senior Executives (in addition to Directors and Statutory Auditors); (ii) the Company did not appoint General Managers.

a) Boards or parties involved in the preparation, approval and revision of the Remuneration Policy and their respective roles, and the Boards or Parties responsible for the correct implementation of the policy

The principal parties and boards involved in the preparation, approval and revision of the Remuneration Policy are the Board of Directors, the Committee, the Shareholders' Meeting and the Board of Statutory Auditors.

Board of Directors

The Board of Directors:

sets up an internal committee with responsibility for remuneration;
determines in line with the Remuneration Policy the remuneration of Directors holding specific offices, subject to the opinion of the Board of Statutory Auditors and upon proposal of the Appointments and Remuneration Committee, and where applicable within the overall remuneration set by the Shareholders' Meeting pursuant to Article 2389, paragraph 3 of the Civil Code and Article 22.1 of the By-Laws;
defines, with the assistance of the Committee, the Remuneration Policy, as well as any revision;
prepares the Remuneration Report pursuant to Article 123-ter of the CFA and Article 84 quater of the Issuers' Regulation and submits it to the approval of the Shareholders' Meeting pursuant to Article 123-ter, paragraph 3-bis of the CFA and oversees its implementation;
prepares any share-based remuneration plans or other financial instruments for Directors, employees and consultants, including Other Senior Executives, submitting such for the approval of the Shareholders' Meeting in accordance with Article 114-bis of the CFA and oversees its implementation.

Committee

The Committee, established within the Board of Directors in accordance with the provisions of the Corporate Governance Code and the Stock Exchange Regulation, is composed of Non-Executive Directors, the majority of whom are independent, with the Chairperson chosen from among the Independent Directors.

With regard to remuneration the Committee:

(i) assists the Board of Directors in developing the Policy;
(ii) present proposals or express opinions to the Board of Directors on the remuneration of the Executive Directors² and Directors who hold specific offices in addition to establishing the performance targets related to the variable component of this remuneration;

² It should be noted that pursuant to the CG Code, "Executive Directors" means:"(a) the Chairperson of the company or of a subsidiary with strategic importance, when he/she is delegated powers in the management or in the elaboration of corporate strategies; (b) the Directors conferred management powers and/or hold managerial positions in the company or in a subsidiary with strategic importance, or in the parent company when the position also concerns the company; (c) the Directors who are members of the Executive Committee of the company and, in companies adopting the "two-tier" model, the Directors who are members of the board to which management powers are attributed (for Italian companies adopting the two-tier model, the members of the management board).

(iii) monitor the concrete application of the remuneration policy, verifying, in particular, the effective achievement of the performance objectives;
(iv) periodically evaluates the adequacy and the overall application of the Policy for the remuneration of Directors and other Senior Executives, utilizing for this latter the information provided by the Chief Executive Officers; draws up for the Board of Directors related proposals;
(v) carries out additional duties assigned by the Board of Directors.

In performing its functions, the Appointments and Remuneration Committee has access to the company functions necessary for the undertaking of their duties, and may draw on financial resources and utilize external consultants, according to the terms established by the Board of Directors.

The Chairperson of the Committee reports to the Board of Directors with regard to the activities of the Committee.

Shareholders' Meeting

With regards to remuneration, the Shareholders' Meeting:

establishes the remuneration of the members of the Board of Directors and the Board of Statutory Auditors in accordance with Article 2364, paragraph 1, No. 3) of the Civil Code, also in accordance with Article 2389, paragraph 3 of the Civil Code and Article 22 of the By-Laws;
casts: (i) a binding vote on Section I of the Remuneration Report prepared by the Board of Directors, with the frequency required by the duration of the Remuneration Policy (i.e. on an annual basis) and, in any case, on the occasion of amendments to the Policy³ ; and (ii) a nonbinding vote on Section II of the Report, on an annual basis;
establishes any share-based remuneration plans or other financial instruments for Directors, employees or collaborators, including Other Senior Executives, in accordance with Article 114 bis of the CFA.

Temporary deviation from the Remuneration Policy approved by the Shareholders' Meeting is permitted only in exceptional circumstances, i.e., when the deviation from the Policy is necessary in order to pursue the long-term interests and sustainability of the Company as a whole or to ensure its ability to remain in the market. On this point, please refer to paragraph q) below.

If the Shareholders' Meeting does not approve the Remuneration Policy, the Company will be required to pay remuneration in accordance with the most recent Remuneration Policy approved by the Shareholders' Meeting or, failing that, in accordance with current practices. At the next Shareholders' Meeting to approve the financial statements, the Company must submit a new Remuneration Policy to a vote of the Shareholders' Meeting.

³ A vote of the Shareholders' Meeting is required on changes to the Remuneration Policy that are not merely formal or editorial clarifications.

Board of Statutory Auditors

The Board of Statutory Auditors expresses an opinion upon the remuneration proposals of the Directors holding specific offices, in accordance with Article 2389, paragraph 3 of the Civil Code, verifying the consistency of such with the Remuneration Policy adopted by the Company.

b) Involvement of a remuneration committee or other committee competent in the matter, describing its composition (with the distinction between Non-Executive and Independent Directors), its powers and operating procedures, and any additional measures aimed at avoiding or managing conflicts of interest

In light of the requirements of Article 2.2.3, paragraph 3, letters n) and o), of the Stock Exchange Regulation, applicable to issuers with STAR qualification, and in accordance with the CG Code, the Company has established a remuneration committee within its Board of Directors. On March 10, 2021, the Board of Directors of the Issuer appointed - with effect from the Trading Commencement Date - as members of the Committee:

Diva Tommei: Independent Director, acting as Chairperson;
Elisa Crotti: Independent Director;
Claudio Catania: Non-Executive Director.

At the time of their appointment, the Board of Directors ascertained that the Directors Elisa Crotti and Claudio Catania had adequate knowledge and experience in financial matters and remuneration policies, in compliance with Recommendation 26 of the CG Code.

The Committee has advisory and proposing functions with reference to the Remuneration Policy as specified in paragraph a) above.

The meetings of the Committee are held as a collegial body and are coordinated by the Chairperson and are duly recorded in minutes. The Committee meets validly with the presence of the majority of its members and motions are taken by a majority of those present.

Appointments and Remuneration Committee meetings were attended, as appropriate, by the Secretary of the Board of Directors and the Director of Human Resources on the invitation of the Chairperson of the Committee.

In order to avoid or manage potential conflicts of interest, and in accordance with Recommendation 26 of the CG Code, no Director shall attend Committee meetings at which proposals are made to the Board of Directors regarding his or her own compensation, unless such proposals involve the generality of the members of the Board of Directors.

The Committee has the right to access the information and corporate functions necessary to perform its duties and may draw on financial resources and avail of external consultants, within the terms established by the Board of Directors.

In performing its functions, the Committee has access to the company functions necessary for the undertaking of their duties, and may draw on financial resources and utilize external consultants, according to the terms established by the Board of Directors.

For further details on the composition and functioning of the Committee, reference should be made to the "Corporate Governance and Ownership Structure Report" prepared by the Company pursuant

to Article 123-bis of the CFA and published on the website www.seco.com/en, in the Investor Relations/Corporate Governance section.

c) How the Company has taken into account the compensation and working conditions of its employees in determining its remuneration policy

The Remuneration Policy is determined by considering the compensation and working conditions of its employees. In particular, the Policy is composed of tools and logic, applied to a large part of the Company's population, aimed at attracting, motivating and retaining people with the professional qualities necessary to contribute to the definition of the Company's growth strategy and to the strengthening of SECO's long-term interests and sustainability.

In particular, the Policy is defined on the basis of specific criteria, including the characteristics of the role and responsibilities assigned, as well as the distinctive skills of the persons, always with a view to maximum objectivity, in order to avoid any form of discrimination. In fact, the Policy is based on the principles of fairness, equal opportunities, meritocracy and competitiveness with respect to the reference market.

d) Independent experts involved in the preparation of the Remuneration Policy

In preparing the Remuneration Policy, the Company has not used the support of independent experts.

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

The Company's Remuneration Policy - and, in particular, the policy on the variable remuneration component - contributes to the Company's strategy and to the pursuit of not only short-term ("STI") but also medium-/long-term ("LTI") interests and the sustainability of the Company; it pursues the aim of attracting and retaining people with the professional qualities needed to manage and operate successfully within the Company.

The Policy is functional to the pursuit of the sustainable success of the Company and takes into account the need to employ, retain and motivate people with the competence and professionalism required by their role in the Company. Within this framework, the Policy is drawn up so as to ensure an overall remuneration structure which recognizes the managerial value of the beneficiaries and their contribution to the growth of the business in terms of their respective competences and functions.

A significant part of the remuneration of Executive Directors and Other Senior Executive is linked also in the form of cash incentive plans and/or based on financial instruments - to the economic results of the Issuer and/or to the achievement of specific targets set not exclusively in the short term, and/or to the role played in the results of the Company and the Group, the strategic importance of the position, the potential of the resource and any other useful element, within the limits set out by the laws and regulations in force from time to time.

Moreover, clear and pre-determined rules are provided for the payment of any indemnities for the termination of the mandate with the Executive Directors, which define the maximum limit of the total amount that can be paid, linking it to the fixed remuneration received by the Executive Directors.

The Remuneration Policy shall be in effect for one year.

It should be noted that the Remuneration Policy is in substantial continuity with the previous policy approved by SECO's Shareholders' Meeting on April 27, 2023

At the aforementioned Shareholders' Meeting, the Remuneration Policy was approved by the shareholders with 88.147% of the exercisable voting rights; no assessments or comments on its contents were offered.

f) Description of the policies concerning fixed and variable remuneration components, with specific regard to the identification of the relative proportion to the total salary and the distinction between the short and medium/long-term variable components

REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

Pursuant to Article 22.1 of the By-Laws, the Directors are entitled to the reimbursement of the expenses incurred in the exercise of their functions and the remuneration determined by the Shareholders' Meeting, subject to that provided for in Article 22.2 of the By-Laws (described below). The Ordinary Shareholders' Meeting may also grant Directors a termination indemnity, also in the form of an insurance policy. The remuneration of Directors holding specific offices is determined by the Board of Directors, after hearing the opinion of the Board of Statutory Auditors.

Article 22.2 of the By-Laws provides that, pursuant to Article 2389, paragraph 3 of the Civil Code, the Shareholders' Meeting may determine an overall amount for the remuneration of all Directors, including those holding specific offices, to be allocated by the Board of Directors.

The Board of Directors is also responsible for setting the remuneration of Other Senior Executives.

The Company deems it appropriate to distinguish the remuneration structure according to the role held within the Board and the executive powers and responsibilities granted to the persons concerned and, consequently, to define independently the criteria for determining the remuneration of: (i) Non-Executive Directors and Independent Directors; and (ii) Executive Directors.

1) Non-Executive Directors and Independent Directors

"Non-Executive Directors" are those Directors who do not hold individual management powers and do not hold managerial positions.

"Independent Directors" are those Directors who meet the independence requirements set out in Article 148, paragraph 3 of the CFA and Article 2 of the Corporate Governance Code.

The Non-Executive Directors and the Independent Directors are recognized a remuneration established by the Shareholders' Meeting in accordance with Article 2389 of the Civil Code.

As illustrated above, pursuant to Article 22.1 of the By-Laws, the Directors are entitled to be reimbursed for the expenses incurred in the performance of their duties. If the Shareholders' Meeting has not done so, the Board of Directors shall allocate the total remuneration established by the Shareholders' Meeting.

The remuneration of Non-Executive Directors and Independent Directors is appropriate to the competence, professionalism and commitment required by the tasks assigned to them within the Board and Board Committees.

Non-Executive Directors and Independent Directors do not receive variable remuneration and are not beneficiaries of remuneration plans based on financial instruments.

See paragraph o) below for information regarding the remuneration of Directors who serve on internal Board Committees.

2) Executive Directors

The remuneration of the Executive Directors is appropriately balanced in relation to the strategic targets and in order to ensure consistency between the short-term development targets and the sustainability of the creation of value for shareholders in the medium/long term as established by the Board of Directors, upon proposal of the Committee.

Specifically, the remuneration structure for Executive Directors consists of a fixed component and a variable component described below.

The aforementioned remuneration (fixed and variable) is determined also on the basis of what is practiced in the market by companies comparable to the Company in terms of size, profitability and growth rates and take into account the value generated in terms of improvement of equity and profitability and/or increase in the Company's capitalization.

In the event that the Company carries out transactions that are particularly exceptional due to (i) their strategic importance; and/or (ii) their effects on the results of the Company and/or the Group; and/or (iii) significant changes in the scope of the Company's activity, such as the acquisition of a significant business, the Board of Directors - upon proposal of the Committee - has the power to award, on a discretionary basis, specific bonuses and/or increases in fixed remuneration (within the limits of the total amount for remuneration set by the Shareholders' Meeting) to Executive Directors and to Directors holding special offices, strictly related to their specific contribution to such transactions, subject to compliance with the controls on related party transactions set out in the RPT Procedure (if applicable).

a) Fixed remuneration component

The fixed component is commensurate with the responsibilities, skills and professional specialization associated with the position/function held by the person concerned.

This component, which is not linked to the achievement of performance targets, is determined in an amount sufficient to remunerate the performance of the persons concerned in the event that the variable components are not paid due to the failure to achieve the targets indicated by the Board to which these variable remuneration components are subordinate and based.

b) Short- and medium-/long-term variable component

The short-term variable component of Executive Directors is recognized on the basis of a monetary incentive plan which, in order to establish a link between the change in corporate results and the change in remuneration and thus provide an incentive to achieve pre-established and shared

corporate performance targets, envisages that the monetary bonus varies according to the level of achievement of a number of different performance targets (KPIs), also at consolidated Group level, to which the bonus is linked (see below).

The medium-/long-term variable component may consist of cash and/or equity-based incentive plans in line with the best comparable market practices, which may also provide for vesting periods.

The performance targets (KPIs) are annual and/or multi-year (as applicable).

The annual targets are chiefly (and therefore at least more than 50%) quantitative in nature, and constitute profitability and economic-financial parameters (which may include, by way of example, (i) the value of net sales, (ii) Adjusted EBITDA, (iii) the turnover generated by software, (iv) the free cash flow or the reduction of adjusted net financial debt, taking into account also the reference budget approved by the Board of Directors. However, we note that the short-term target structure includes a minimum target of reduction of adjusted net financial debt from which extraordinary and purely financial components can be eliminated (including, but not limited to, capital increases, dividend distributions or the use of financial resources for extraordinary and non-recurring reasons) discussed with the Board and amounted to Euro 5,000,000, value, below which no bonus linked to quantitative results will be paid. The remainder consists of non-quantitative parameters (among which, by way of example, (i) enhancement of the number and quality of new products and design wins, in comparison with the previous year, (ii) the introduction and the development of incentive programs to reduce emissions, (iii) the adoption of compliance programmes and processes related to the CSRD Directive, (iv) the identification of areas of improvement (gap analysis) with reference to the CSRD directive and industry best practices, and the launch of specific programs and processes, (v) the organization of interviews between the first and second lines of managers, the Chairperson and the HR manager, (vi) organization of meetings and interviews with the Company's stakeholders and the members of the Board of Directors, (vii) the evaluation of the results of M&A activity through an opinion of the members of the Board of Directors and the Risk Committee).

The multi-year targets are linked to the Company's long-term performance in terms of enhancing the value of the Company and achieving the targets of the business plan).

The performance targets are set by the Board of Directors, upon proposal of the Committee, taking into account the budget approved by the Company and may be modified during the financial year considered from time to time, in the event that operating conditions change during this period.

The short-term variable component may not exceed 55% of the Executive Directors' total compensation, except in the case of overperformance where the short-term variable component may not exceed 65% of total compensation. Specifically, the variable component may be up to 118% of the fixed remuneration should the aforementioned performance targets be achieved, and up to 167% of the fixed remuneration in case of over-performance of these targets.

The medium-/long-term monetary variable component may not exceed 50% of the cumulative total compensation of the Executive Directors for the multi-year reporting period.

With reference to short-term variable remuneration, the Policy provides that, in the event of failure to achieve the company targets, a lower variable remuneration or no variable remuneration at all is paid ("underperformance"), while in the event of exceeding the company targets, a higher variable remuneration (" overperformance") is paid up to a pre-established maximum amount.

Again with regard to short-term variable remuneration, the Policy envisages that the ex post verification and measurement of the level of achievement of the KPIs (as indicated above) is carried out on an annual basis by the Board of Directors, upon proposal of the Committee on the basis of the consolidated financial statements of the reference Company and approved by the Board of Directors, as well as on the basis of the other parameters, including the KPIs; upon completion each beneficiary will be paid the monetary bonus due (if the conditions and terms indicated above are met). Short-term variable remuneration is disbursed within 30 days of verification of eligibility, up to 100% of the amount established. In addition, we note that the portion of variable compensation exceeding 100%, due in the event of overperformance, will be paid at the end of the following three years.

With reference to medium-/long-term variable remuneration, where consisting of monetary incentive plans, the Policy envisages that the verification and measurement of the level of achievement (as indicated above) is carried out on a three-year basis by the Board of Directors, upon proposal of the Committee on the basis of the consolidated financial statements of the reference Company and approved by the Board of Directors, as well as on the basis of the other parameters, including the KPIs; upon completion each beneficiary will be paid the monetary bonus due (if the conditions and terms indicated above are met). Medium-/long-term variable compensation is paid within 30 days.

For information regarding the medium/long term incentive plan known as the "2024-2027 Stock Option Plan for the Chief Executive Officer" approved by the Shareholders' Meeting of July 28, 2023, on the proposal formulated by the Board on June 27, 2023, and reserved for SECO's current Chief Executive Officer, please refer to Part One of Section II of the Report.

The Remuneration Policy provides that the recognition of the variable remuneration component is subject to the retention of the role and functions conferred on the plan beneficiaries and to assumptions of quantification in the event of termination due to good leavers, bad leavers and leavers (in line with market practice).

The medium-/long-term variable component of Executive Directors may also be recognized through participation in incentive plans based on financial instruments, such as, by way of example, special category shares such as Management Performance Shares (governed by the By-Laws) having the following main characteristics: (i) do not grant the right to vote at either the Ordinary or Extraordinary Shareholders' Meetings of the Company, except in the cases provided for by law and the By-Laws and in any case in which a motion affecting the rights of the Management Performance Shares must be passed; (ii) until May 11, 2030, do not confer the right to distribute dividends of the Company; (iii) grant the right of conversion into ordinary shares after three years from the Trading Commencement Date according to the conditions and the formula set out in Article 8.3 of the By-Laws and grant the right, at the same time as the conversion, to subscribe a certain number of ordinary shares according to the terms and the formula set out in Article 8.3 of the By-Laws. This conversion right may be exercised in advance in case of (i) submission of public tender offer and/or exchange offer (from the date of communication to Consob pursuant to Article 102 of the CFA) and/or (ii) interruption of employment relationship or administration for reasons/circumstances other than death and such as not to qualify as a bad leaver⁴ . For further information on the Management

⁴ Pursuant to the By-Laws, "Bad Leaver" means one of the following cases: (a) dismissal and/or revocation and/or termination of employment or directorships and/or revocation of offices for just cause as provided for by law and/or

Performance Shares, please refer to SECO's By-Laws, which are available at the following website www.seco.it/com in the Investor Relations/Corporate Governance/Articles of Incorporation and By-Laws section.

Executive Summary of CEO and Executive Director Remuneration for 2024

Director	Fixed rem.	STI	% STI/fixed	LTI	% STI/fixed
Daniele Conti, Executive Chairperson;	€ 200,000	N/A	N/A	€ 100,000	50%
Massimo Mauri (*); Chief Executive Officer	€ 600,000	€ 1,000,000	167%	N/A	N/A

(*) Subject to approval of the proposal made by the Board of Directors to the Shareholders' Meeting of April 29, 2024, in single call.

REMUNERATION OF OTHER SENIOR EXECUTIVES

As illustrated in point f) above, the Board of Directors is responsible for setting the remuneration of Other Senior Executives.

Specifically, the remuneration structure of the Other Senior Executives consists of a fixed component and a variable component described below.

In the event that the Company carries out transactions that are particularly exceptional due to their strategic importance and/or their effects on the results of the Company and/or the Group, the Board of Directors has the power to award, on a discretionary basis, specific bonuses to the Other Senior Executives, strictly related to their specific contribution to such transactions, subject to compliance with the controls on related party transactions set out in the RPT Procedure (if applicable).

a) Fixed remuneration component

The fixed component of the remuneration of Other Senior Executives, the GAR - Gross Annual Remuneration, i.e. the contractually guaranteed annual remuneration, meets the criteria of retention and appropriate remuneration at a level that is competitive with the market.

b) Short-term variable component

The short-term variable component of Other Senior Executives is recognized on the basis of an

previously defined as such by case law and/or ascertained in judicial/arbitration proceedings (including violation of the obligations and commitments deriving from the relationship or from the law committed with willful misconduct or gross negligence by the employee or Director); (b)resignation from employment or renunciation of directorships or powers voluntary, except in the case of serious illness and/or any other circumstance which is recognized in court as just cause for resignation or renunciation.

annual monetary incentive plan which provides that the monetary bonus varies according to the level of achievement of a number of pre-determined and shared performance targets.

The performance targets are annual and chiefly (and therefore at least more than 50%) quantitative in nature, and constitute profitability and economic-financial parameters (which may include, by way of example, (i) value of net sales, (ii) Adjusted EBITDA, (iii) turnover generated by IoT software, (iv) free cash flow); the remainder are non-quantitative parameters (e.g. specific objectives assigned with respect to the relevant business function).

The performance targets are established by the Board of Directors, taking into account the budget approved by the Company.

The short-term variable component may not exceed 50% of the Other Senior Executives total compensation, except in the case of overperformance where the short-term variable component may not exceed 60% of total compensation.

The Policy provides that, in the event of failure to achieve the company targets, a lower variable remuneration or no variable remuneration at all is paid (so-called underperformance), while in the event of exceeding the company targets, a maximum variable remuneration (so-called overperformance) is paid up to a pre-established amount.

c) Medium/long-term variable component

For the purpose of creating value for the Company in the medium/long term, the Policy provides for the possibility of paying Other Senior Executives a medium-/long-term variable component that may consist of cash incentive plans and/or incentive plans based on financial instruments pursuant to Article 114-bis of the CFA which, in line with the best comparable market practices, may provide for vesting periods.

The Remuneration Policy envisages that the medium-/long-term incentive plans provide that participation is subject to the retention of the role and functions assigned to the beneficiaries of the plans and to assumptions of leavership (in line with market practice).

For information on the medium/long term incentive plan known as the "SECO S.p.A. Stock Option Plan" approved by the Shareholders' Meeting of March 1, 2021, and subsequently amended by the Shareholders' Meeting of March 27, 2022 on the proposal formulated by the Board of Directors on March 21, 2022, aimed at employees or Other Senior Executives who have a permanent employment relationship (or in any case a comparable relationship pursuant to the regulations applicable from time to time) with SECO or with some of the companies belonging to the SECO Group, please refer to Part One of Section II of the Report.

For information on the medium/long-term incentive plan known as the "2024-2027 Plan for Employees, Senior Executives and Collaborators" approved by the Shareholders' Meeting of July 28, 2023, on the proposal formulated by the Board on June 27, 2023, exclusively aimed at employees with permanent employment relationships (or otherwise comparable relationship under the regulations applicable to the Company or its subsidiaries), Senior Executives and collaborators of the Company or its subsidiaries, please refer to Part One of Section II of the Report. The medium-/longterm variable component of Other Senior Executives may also be recognized through the allocation

of special categories of shares, such as, by way of example, Management '20 Shares (governed by the By-Laws) having the following main characteristics: (i) do not grant the right to vote at either the Ordinary or Extraordinary Shareholders' Meetings of the Company, except in the cases provided for by law and the By-Laws and in any case in which a motion affecting the rights of the Management '20 Shares must be passed; (ii) until May 11, 2030, do not confer the right to distribute dividends of the Company; (iii) grant the right of conversion into ordinary shares according to what is set out in the By-Laws (and in particular for 33% as from the first anniversary of the Trading Commencement Date and up to 100% as from the third anniversary of the Trading Commencement Date) upon fulfilment of the conditions and according to the terms and in compliance with the formula set out in Section 8.2 of the By-Laws. This conversion right may be exercised in advance in the case of a public tender and/or exchange offer (from the date of communication to Consob pursuant to Article 102 of the CFA) and will concern 100% (and not less) of the Management '20 Shares. The provisions on the limitation of the right of conversion in the event of termination of the relationship due to circumstances qualifying it as a bad leaver are regulated in the By-Laws.

We note that 2,500 Management '20 Shares were outstanding as of the Reporting Date. For further information on the Management '20 Shares, please refer to SECO's By-Laws, which are available at the following website www.seco.it/com in the Articles of Incorporation and By-Laws section.

REMUNERATION OF THE MEMBERS OF THE CONTROL BODY

The members of the Board of Statutory Auditors receive remuneration commensurate with the competence, professionalism and commitment required by their role, considering the characteristics and sector of the Company.

Pursuant to Article 2402 of the Civil Code, the remuneration of the members of the Board of Statutory Auditors is determined by the Shareholders' Meeting upon appointment for the entire duration of their office.

g) the policy applied with regards to non-monetary benefits

The Remuneration Policy provides for the attribution of non-monetary benefits currently recognized in remuneration practice and in any case consistent with the position/function held by the person concerned.

In particular, members of corporate bodies and employees may benefit from a number of benefits, with varying degrees of gradation in relation to their role in the Company and/or reasons for service, such as, by way of example, a company car, fuel cards, insurance policies covering the risk of accident, illness, life and D&O policies.

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

For a description of the short and medium-/long-term variable components of the variable incentive scheme for Executive Directors and Other Senior Executives, reference should be made to paragraph f) above.

i) Criteria used for the evaluation of the performance objectives underlying the assignment of shares, options, other financial instruments or other variable remuneration components, specifying the variable component to be paid according to the level of achievement of the objectives

With reference to the short and medium-/long-term variable component of Executive Directors and Other Senior Executives, the Remuneration Policy provides for:

i. the definition and sharing of the targets for the reference period, annual or multi-year, as the case may be, as established by the Board of Directors, with the opinion of the Committee; (for the indication of the targets, reference should be made to paragraph f above);
ii. the assessment and measurement of performances by the Board of Directors, upon proposal of the Committee, with any support necessary of the competent function of the target, and the communication of the degree of achievement of the targets assigned (for the indication of the methods and timing of the (a) assessment and measurement of performances; and (b) payment of the variable component, reference should be made to paragraph f above).
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

As previously indicated in paragraph d) above, the Company's Remuneration Policy - and, in particular, the policy on the variable remuneration component - contributes to the Company's strategy and to the pursuit of not only short-term but also medium/long-term interests and the sustainability of the Company; it pursues the aim of attracting and retaining people with the professional qualities needed to manage and operate successfully within the Company.

This contribution is made, among other things, through:

a greater and more conscious involvement of the Shareholders who are called upon to express their binding vote on the Remuneration Policy, which describes each of the items that make up the remuneration of Directors and Other Senior Executive and which therefore has a different and broader role than the motions on remuneration pursuant to Articles 2364, 2389 and 2402;
the definition of an overall remuneration structure capable of recognizing the managerial value of the persons involved and their contribution to the Company's growth, having regard to the sustainability of the same, in relation to their respective skills and functions in such a way as to attract, retain and motivate persons with the professional qualities required to manage the Company successfully;
the definition of sustainability targets alongside those of company performance on which certain variable remuneration components are based.

For the purposes of all the above, the composition of the remuneration package of Executive Directors and Other Senior Executives is defined in line with the criteria aimed at ensuring:

a direct link between remuneration and performance, of an economic/financial, strategic and sustainability nature (depending on the case), by means of mechanisms that establish the

non-payment of bonuses in the event of failure to achieve the Company's targets and overall profitability;

overall remuneration levels which recognize the professional value of individuals and their contribution to the creation of sustainable value, over the short and medium-/long-term period.
k) the terms for the maturity of rights ("Vesting periods"), any systems of deferred payment and indexing of deferred payments and the criteria utilized for the determination of these periods and, if established, ex-post correction mechanisms of the variable component (malus or reimbursement of variable components, "clawback").

The Remuneration Policy envisages the possibility that the medium-/long-term remuneration of Executive Directors and Other Senior Executives, in line with best market practices, may include multi-year vesting periods.

The Remuneration Policy also provides for the payment of a significant portion of the deferred variable component within an appropriate time frame from the time of vesting.

The Remuneration Policy envisages, with reference to the medium-/long-term variable components, that the agreements between the Company, the Executive Directors and the Other Senior Executives may allow the Company to request the repayment, in whole or in part, of the variable components of remuneration paid (or to withhold any amounts subject to deferment), determined on the basis of data that subsequently turned out to be clearly erroneous (so-called clawback/malus clauses). We note, however, that the agreements with the Executive Directors and Other Senior Executives in place at the Reporting Date do not provide for such ex-post adjustment mechanisms for the variable component.

l) clauses for the maintenance in portfolio of financial instruments after their acquisition: maintenance periods and criteria utilized for the establishment of this period

The Remuneration Policy envisages the inclusion in the incentive plans based on financial instruments, pursuant to Article 114-bis of the CFA, of clauses for maintaining the financial instruments in portfolio after their acquisition. It should be noted, however, that the incentive plans based on financial instruments known as (i) "SECO S.p.A. Stock Option Plan", (ii) "2024-2027 Plan for Employees, Senior Executives and Collaborators", and (iii) "2024-2027 Stock Option Plan for the Chief Executive Officer", in place as of the Reporting Date, do not provide for any constraints on the retention of shares acquired under the same plan (for more information on the aforementioned plan, please refer to Part One of Section II of this Report).

m) the policy concerning the treatment in case of termination of office or employment, specifying: i) the duration of any employment contracts and further agreements, the notice period, if applicable, and which circumstances give rise to the right; ii) the criteria for determining the remuneration payable to Directors, General Managers and, on an aggregate level, to Senior Executives, distinguishing, if applicable, the components attributed by virtue of the office of Director from those relating to employment relationships, as well as the components for any non-competition commitments. If such compensation is expressed on the basis of annuality, details of the components of such annuality (fixed, variable, etc.); iii) any link between such compensation and the Company's performance; iv) any effects of the termination of the relationship on the

rights assigned under incentive plans based on financial instruments or to be paid in cash; v) any provision for assigning or retaining non-monetary benefits in favor of the parties or for entering into consulting agreements for a period after the termination of the relationship.

The Remuneration Policy envisages that relations with Executive Directors and with Other Senior Executives may be conducted on the basis of contracts to be entered into, including open-ended contracts, in compliance with the contractual regulations in force and with the National Collective Bargaining Agreements applicable from time to time.

Within the framework of the aforesaid contracts, it is possible to envisage, in the case of ordinary termination, the observance of a notice period, the duration of which is determined on the basis of the provisions of the National Collective Bargaining Agreement applied to the employment relationship. The Remuneration Policy also allows the stipulation of non-competition agreements with a maximum duration of 24 months, unless otherwise resolved by the Board of Directors, starting from the termination of the employment relationship or office, against payment of a fee for the noncompetition commitment.

The Remuneration Policy envisages the possibility of regulating the effects of termination of office/termination of the employment relationship on the incentive remuneration paid/to be paid under the Company's short- and/or medium-/long-term incentive plans, in the event of leavership, in line with market practice (in this regard, reference should be made to paragraph f above). With particular regard to the bad leaver inherent in the Management Performance Shares and Management 20 Shares, reference should be made to SECO's By-Laws, which are available at the following website www.seco.en/com in the Articles of Association and By-Laws section.

The Remuneration Policy may provide for the possibility of consulting contracts for the period following termination of employment.

The effects of termination on the rights granted under the incentive plans known as the (i) "SECO S.p.A. Stock Option Plan", (ii) "2024-2027 Plan for Employees, Senior Executives and Collaborators" and (iii) "2024-2027 Stock Option Plan for the Chief Executive Officer" are governed by the relevant regulations. Reference should be made to Part One of Section II for more information.

n) Insurance coverage, social security or pension payments, beyond obligatory cover

As illustrated in paragraph f) above, non-monetary benefits may include, by way of example, any insurance policies covering the risk of accident, illness, life and D&O policies.

o) remuneration policy in relation to: (i) Independent Directors, (ii) Committee members and (iii) specific offices (Chairperson, Vice-Chairperson, etc.);

Non-Executive Directors and Independent Directors may receive an additional fixed annual remuneration as members of committees set up within the Board of Directors, with an additional amount if the Director holds the position of Chairperson of the Committee. For further information on the remuneration of Independent Directors, reference should be made to paragraph f) above.

The Director who holds the position of Chairperson of the Board of Directors may be granted an additional fixed annual compensation as established by the Board of Directors, after hearing the opinion of the Board of Statutory Auditors and upon proposal of the Committee, in compliance with the overall amount which may be established by the Shareholders' Meeting.

Specifically, any fixed remuneration due to the Chairperson of the Board of Directors is not linked to the achievement of targets, but is commensurate with the responsibilities and skills associated with the office of Chairperson.

p) Whether the remuneration policy was established using the policies of other companies as a benchmark, and if so, the criteria utilized for the choice of these companies

In defining the Remuneration Policy, the Company has drawn up market remuneration benchmarks for positions of strategic importance by analyzing the complexity of the roles and the remuneration positioning with respect to panels of companies (so-called peer groups) on the components of fixed and variable remuneration.

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

In exceptional circumstances, the Company may waive the provisions of the Remuneration Policy as outlined below.

"Exceptional circumstances" only include situations 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 its ability to compete on the market, and include but are not limited to the following situations:

i. the occurrence, at national or international level, of extraordinary and unforeseeable events concerning the Company and/or the sectors and/or markets in which it operates, which significantly affect the Company's results;
ii. the intervention of 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 changes in the top management;
iii. significant changes in the perimeter of the Company's activity during the period of validity of the Policy, such as the sale of a company/business unit on whose activity the performance objectives of the Policy were based, or the acquisition of a significant business not contemplated for the purposes of the preparation of the Policy.

In any case, it is understood that any exceptions to the Policy shall be subject to prior examination by the Committee and to the application of the discipline envisaged by the RPT Procedure.

Without prejudice to the above, the exception may concern: (i) the redefinition of the performance targets to which the variable remuneration is linked and of the periodicity with which they are set; (ii) the review of the criteria used to assess the targets; (iii) the change in the ratio between fixed and variable components of remuneration (short and medium-/long-term) also with regard to the Executive Directors and the Directors with special offices; (iv) the allocation of one-off cash bonuses; (v) the allocation of special indemnities, in order to take into account the aforementioned exceptional circumstances and only if instrumental to the pursuit of the aforementioned interests.

SECTION II: COMPENSATION PAID

On a preliminary basis, as anticipated in Section I of the Remuneration Report, it should be noted that: (i) the Company's ordinary shares were admitted to trading on Euronext STAR Milan as of May 5, 2021; (ii) the members of the Appointments and Remuneration Committee were appointed by the Issuer's Board of Directors on March 10, 2021, effective as of the Trading Commencement Date; and (iii) SECO's Remuneration Policy, described in Section I of the Remuneration Report, as well as the Remuneration Report itself, are prepared by the Company in compliance with the regulations applicable to companies with financial instruments listed on a regulated market and with the involvement of the Committee.

The remuneration represented in this Section II and referring to the year 2023 (hereinafter the "Year") was paid on the basis of a Remuneration Policy prepared (and approved by the Shareholders' Meeting of April 27, 2023) pursuant to Article 123-ter of the CFA and its determination was carried out with the involvement of the Committee.

For the purposes of greater clarity of what is set out in this Section II of the Remuneration Report, the following should also be noted.

The Board of Directors of the Issuer in office at the Date of the Remuneration Report comprises 11 members and was appointed, except where indicated in the paragraph below, by the Ordinary Shareholders' Meeting on March 1, 2021 (based on the provisions contained in the By-Laws in force at the date of appointment and, therefore, before the Trading Commencement Date, without application of slate voting) and shall remain in office for three financial years i.e. until the approval of the financial statements for the Year.

In 2022 Independent Director Giovanna Mariani, who also held the position of Lead Independent Director, passed away. On December 22, 2022, SECO Board of Directors co-opted Ms. Valentina Montanari as Non-Executive Director and Independent Director, subject to the opinion of the Remuneration Committee, and with the approval of the Board of Statutory Auditors. Ms. Montanari was also appointed Lead Independent Director. Subsequently, on April 2, 2023, following the resignation of Emanuela Sala, SECO's Board of Directors co-opted Tosja Zywietz as Non-Executive Director. The Shareholders' Meeting of the Issuer on April 27, 2023 resolved to appoint Valentina Montanari and Tosja Zywietz as Directors of the Company. On that date, the Shareholders' Meeting also resolved to increase from 10 (ten) to 11 (eleven) the number of members of the Board of Directors and, at the same time, to appoint a new Director in the person of Emanuela Sala, providing that the latter will remain in office until the conclusion of the mandate of the other Directors currently in office. The members of the Board of Directors in office on the Reporting Date are listed in the table below:

Name	Office	Place and date of birth
Daniele Conti	Executive Chairperson	Arezzo, February 17, 1958
Massimo Mauri	Chief Executive Officer	Rho (MI), April 9, 1971
Claudio Catania	Non-Executive Director	Messina, May 25, 1970

Luciano Lomarini	Non-Executive Director	Arezzo, July 15, 1955
Emanuela Sala	Non-Executive Director	Monza (MB), August 28, 1960
Luca Tufarelli	Non-Executive Director	Rome, June 14, 1961
Michele Secciani	Non-Executive Director	Arezzo, June 25, 1981
Elisa Crotti	Independent Director(1)	Reggio Emilia, September 25, 1974
Valentina Montanari (*)	Independent Director(1)	Milan, March 20, 1967
Diva Tommei	Independent Director(1)	Rome, April 23, 1984
Tosja Zywietz	Non-Executive Director	Hanover (Germany), October 6, 1971

(1) Independent Director pursuant to Article 148, paragraph 3 of the CFA, as referred to by Article 147 ter, paragraph 4 of the CFA, as well as pursuant to Article 2 of the Corporate Governance Code.

(*) Lead Independent Director.

Section II of the Remuneration Report lists individually the compensation awarded to the Directors and to the Statutory Auditors:

* * *

in the first part it (i) provides an adequate, clear and understandable representation of each of the items comprising remuneration, including treatment provided in the event of termination of office or termination of employment, highlighting their compliance with the relevant Remuneration Policy and the ways in which remuneration contributes to the longterm results of the Company; (ii) provides information on any exceptions to the Policy applied in exceptional circumstances; (iii) explains how the Company took into account the vote cast the previous year by the Shareholders' Meeting on Section II of the Report;
in the second part, it analytically illustrates utilizing the tables as per Annex 3A, Schedule 7 bis, of the Issuers' Regulation – the compensation paid by the Company, its subsidiaries or associated companies for any reason and in any form in the Year, indicating any components of the aforementioned compensation that refer to work carried out in financial years prior to the year of reference. It also highlights the compensation to be paid in one or more subsequent years for work carried out in the Year, indicating where necessary an estimated value for components that cannot be objectively quantified in the Year;
in the third part, it indicates according to the criteria set out in Annex 3A, Schedule 7-ter of the Issuers' Regulation - the equity investments held in the Issuer and its subsidiaries by the members of the management and control boards, as well as by spouses who are not legally separated and minor children, directly or through subsidiaries, trust companies or nominees,

as resulting from the shareholders' register, the communications received and other information acquired from the members of the management and control boards.

SECO, since it qualifies as a "small" company pursuant to Article 3, paragraph 1, letter f) of the Related Parties Regulation may provide information: (i) on the remuneration received by the Other Senior Executives, in aggregate form; and (ii) on the agreements providing for indemnities in case of early termination of the relationship only with reference to the Executive Directors and the Chairperson of the Board of Directors.

At the Reporting Date, the Issuer has not appointed any General Managers.

We note that the independent audit firm Deloitte & Touche S.p.A. has verified - in compliance with the provisions of Article 123-ter, paragraph 8-bis, of the CFA - that the Board of Directors of SECO has prepared this Section of the Remuneration Report.

SECTION II - PART ONE - REMUNERATION PACKAGE

1) Remuneration of the Board of Directors

We note that on March 1, 2021, SECO's Shareholders' Meeting authorized (i) for the entire Board of Directors, a total annual gross remuneration of a maximum Euro 800,000, including the remuneration of Directors holding specific offices pursuant to Article 2389, paragraph 3 of the Civil Code, in addition to the reimbursement of expenses incurred by its members for the exercise of their functions and the severance indemnity for the Executive Directors; (ii) a further maximum remuneration of Euro 450,000 as total annual variable remuneration for the Directors holding specific offices pursuant to Article 2389, paragraph 3 of the Civil Code; and (iii) the provision, by way of severance indemnity, in favor of the Executive Directors for an amount equal to 10% per year of the fixed remuneration received by the Executive Directors.

We also note that the SECO's Shareholders' Meeting of April 27, 2022 resolved: (i) as an amendment to that resolved by the Ordinary Shareholders' Meeting of March 1, 2021, to supplement for the financial year 2022 and until the conclusion of the Board of Directors' term of office, set as the date of the Shareholders' Meeting called to approve the 2023 financial statements, the fixed total annual remuneration of the Board of Directors by the amount of Euro 100,000 and, therefore, from Euro 800,000 to Euro 900,000, in addition to the reimbursement of expenses incurred by its members in the performance of their duties and the severance pay for Executive Directors; (ii) as an amendment of that resolved by the Ordinary Shareholders' Meeting of March 1, 2021, to supplement for the financial year 2022 and until the conclusion of the Board of Directors' term of office, set as the date of the Shareholders' Meeting called to approve the 2023 financial statements, the variable total annual remuneration for Directors holding special offices pursuant to Article 2389, paragraph 3, of the Civil Code by the amount of Euro 250,000 and, therefore, from Euro 450,000 to Euro 700,000; and (iii) to confirm for the financial year 2022 and until the conclusion of the Board of Directors' term of office, which is the date of the Shareholders' Meeting called to approve the 2023 financial statements, the resolution passed by the Ordinary Shareholders' Meeting of March 1, 2021 concerning the provision, as severance indemnity, for the Executive Directors for an amount of 10% per year of the fixed emoluments received by the Executive Directors.

SECO's Shareholders' Meeting of April 27, 2023 resolved:

as an amendment to that resolved by the Ordinary Shareholders' Meeting of April 27, 2022, to supplement for the financial year 2023 and until the conclusion of the Board of Directors' term of office, set as the date of the Shareholders' Meeting called to approve the 2023 financial statements, the fixed total annual remuneration of the Board of Directors by the amount of Euro 100,000 and, therefore, from Euro 900,000 to Euro 1,000,000, in addition to the reimbursement of expenses incurred by its members in the performance of their duties and the severance pay for the Executive Directors;
as an amendment to that resolved by the Ordinary Shareholders' Meeting of April 27, 2022, to supplement for the financial year 2023 and until the conclusion of the Board of Directors' term of office, set as the date of the Shareholders' Meeting called to approve the 2023 financial statements, the variable total annual remuneration of the Directors holding specific offices pursuant to Article 2389, paragraph 3, of the Civil Code by the amount of Euro 400,000 and, therefore, from Euro 700,000 to Euro 1,100,000;
to confirm for the financial year 2023 and until the conclusion of the Board of Directors' term of office, set as the date of the Shareholders' Meeting called to approve the 2023 financial

statements, the resolution passed by the Ordinary Shareholders' Meeting of April 27, 2022 concerning the provision, as severance indemnity, for the Executive Directors for an amount equal to 10% per year of the fixed emoluments received by the Executive Directors.

The Board of Directors meeting held on May 11, 2023, with the abstention of the Directors concerned from time to time and with the favorable opinion of the Board of Statutory Auditors where necessary, resolved to allocate the total annual remuneration for the members of the Board of Directors resolved by the aforementioned Ordinary Shareholders' Meeting as follows:

i. to assign to Daniele Conti:
- a fixed annual gross remuneration of Euro 200 thousand paid in twelve equal monthly installments; and
- an annual variable remuneration of a maximum of Euro 100 thousand, for a total, on a three-year basis (2021 - 2023), of a maximum of Euro 300 thousand, the payment of which is subject to the achievement of the three-year cumulative EBITDA targets set out in the Company's business plan;
ii. to assign to Massimo Mauri:
- a fixed annual gross remuneration of Euro 600 thousand as from January 1, 2023 (the financial year in which trading began) paid in twelve equal monthly installments; and
- a variable remuneration calculated on a percentage equal to 167% of the above fixed remuneration in case of achievement of corporate targets (including sales volumes, consolidated EBITDA and changes in NFP) consistent with strategic business targets and with the annual budget targets of the business plan and non-quantitative parameters (including enhancement of the corporate ESG profile, results of M&A, management of communication with the Board of Directors and stakeholders) established within the Agreement (as defined below). It should be noted that, should the aforementioned corporate targets not be achieved, a lower variable remuneration will be paid or no variable remuneration at all (so-called underperformance) and that, should the aforementioned corporate targets be exceeded, a higher variable remuneration will be paid (so-called overperformance) up to a maximum amount of Euro 1 million.
iii. to all other members of the Board of Directors (i.e. Claudio Catania; Luciano Lomarini; Emanuela Sala; Luca Tufarelli; Michele Secciani; Elisa Crotti; Valentina Montanari; Tosja Zywietz and Diva Tommei) a fixed annual gross remuneration of Euro 12,500 each, which will be paid in a single installment by 30 September each year.

The Board of Directors meeting of March 10, 2021 also recognized (in addition to that outlined above for the office of Directors):

i. to the members of the Appointments and Remuneration Committee and its Chairperson⁵ a gross annual remuneration of Euro 4 thousand and Euro 6 thousand respectively, which will be paid in a single installment by September 30 each year;
ii. to the members of the Control and Risk Committee and its Chairperson⁶ , a gross annual remuneration of Euro 9 thousand and Euro 12 thousand respectively, which will be paid in a single installment by September 30 of each year; and

⁵ At the Reporting Date, the Appointments and Remuneration Committee is composed of Diva Tommei (Chairperson), Elisa Crotti and Claudio Catania.

⁶ At the Reporting Date, the Control and Risk Committee is composed of Valentina Montanari (Chairperson), Luca Tufarelli and Elisa Crotti.

iii. to the members of the Related Parties Committee and its Chairperson⁷ an annual gross remuneration of Euro 2 thousand and Euro 3 thousand respectively, which will be paid in a single installment by 30 September each year;

All remuneration is intended as pro rata temporis and expenses will be reimbursed in the performance of the assignment.

2) Remuneration of Non-Executive Directors

Non-Executive Directors are entitled to the fixed remuneration for the office held during the Year, described in point 1 above.

3) Remuneration of Executive Directors

Remuneration of the Executive Chairperson

During the Year, the Company paid the following compensation to Daniele Conti (i) a fixed annual remuneration of Euro 200 thousand equal to 100% of the total remuneration; and (ii) no variable compensation as this payment is subject to the achievement of the three-year cumulative targets as specified in point 1 above. In this regard, we note that these three-year cumulative targets were achieved, and that the related variable compensation referred to in point 1 above will be issued at a later date.

As regards non-monetary benefits, the Company did not pay anything to Daniele Conti during the Year.

Remuneration of the Chief Executive Officer.

Prior to the Trading Commencement Date, the Company and Massimo Mauri entered into an administration agreement (the "Agreement"). The Agreement regulates, inter alia, the economic conditions of the relationship with the Company, providing for the payment of a fixed component, a short-term variable component and the payment of non-monetary benefits. In particular, the shortterm variable component varies according to the level of achievement of quantitative targets – such, inter alia, as consolidated EBITDA, Net Sales (sales volumes) and Change in Net Debt (changes in NFP) - with a weight not less than 75% of the variable remuneration, and non-quantitative targets such as the quantity and quality of new design wins achieved in the reference year, the enhancement of the Company's ESG profile, the growth and satisfaction of first and second line management, results of M&A, the management of communication with the Board of Directors and stakeholders with a weight not more than 25% of the variable remuneration).

In accordance with the Policy, the Agreement also provides for the recognition of a gross sum equal to 10% of the fixed compensation as severance pay ("Severance Indemnity") for each year of the term of the Agreement, to be paid on the date of termination of such office.

The Agreement also governs the effects of termination of office in the event of a bad leaver, good leaver and leaver, under which the Chief Executive Officer will be considered:

⁷ At the Reporting Date, the Related Parties Committee is composed of Valentina Montanari (Chairperson), Elisa Crotti and Diva Tommei.

(i) bad leaver in the event of revocation from office or powers in the presence of just cause for revocation⁸ and/or in the event of termination at the initiative of the manager of the office in the absence of just cause for termination⁹ . In such case he will be entitled to the fixed remuneration accrued pro rata temporis up to the date of termination;
(ii) good leaver: in case of revocation of the office or of the powers in the absence of a just cause for revocation or termination on the initiative of the manager in the presence of a just cause for termination; in this case he/she will be entitled to the fixed remuneration that he/she should have received for the whole duration of the office, to the Severance Indemnity as well as to the variable remuneration, to the fringe benefits accrued pro rata temporis until the date of termination;
(iii) leaver: in the event of termination of office or powers due to an event that does not qualify as a good leaver or a bad leaver pursuant to the preceding points and upon the occurrence of the following events: (a) waiver, by the manager, of the office together with the relative powers due to illness and/or accident occurred to the spouse and/or children, which led to a permanent disability and/or more than 50% (fifty percent), proven by appropriate medical certification; (b) physical and/or mental incapacity that makes it impossible for the manager to exercise the office and the powers for a continuous period of more than 6 (six) months, proven by appropriate medical certification; (c) events that entail a disqualification and/or incapacity for the manager to exercise the office and/or the powers due to a physical and/or mental disability and/or incapacity on the part of the manager, proven by appropriate medical certification; in this case he/she shall be entitled to the fixed remuneration, the Severance Indemnity as well as the variable remuneration and the fringe benefits accrued pro-rata temporis until the date of termination.

The Agreement also provides for a non-competition obligation for the entire period of its effectiveness, and for a period of 24 (twenty-four) months starting from the occurrence of one of the cases of termination of the Agreement (defined above) and, in any case, of termination of office other than for reasons of good leaver. A portion equal to 30% (thirty percent) of the Chief Executive Officer fixed remuneration was determined on the basis of and in consideration of the noncompetition obligations undertaken by him.

⁸ Meaning: (a) serious breach of the obligations provided for in the Agreement, by motions of the Shareholders' Meeting or Board of Directors of the Company and/or other obligations imposed by law on a Director of a joint-stock company, as well as by the applicable provisions of the law and/or the By-Laws or other just cause pursuant to Article 2383, paragraph 3, of the Civil Code; and/or; (b) breach of the non-competition commitments undertaken pursuant to the Agreement; (c) conviction at first instance for one of the offenses referred to in Legislative Decree No. 231/2001 for offenses committed against the interests of the Company and for the purpose of personal enrichment; and/or (d) definitive conviction for deeds or offenses that could damage the image/reputation of the Company and lead to the automatic exclusion from the procedures for the assignment of public contracts; (e) issue and publication of a sentence of disqualification from holding public office or bankruptcy against the manager that leads to the disqualification from holding office and/or powers pursuant to Article 2382 of the Civil Code, or the occurrence of a cause of ineligibility or disqualification pursuant to Article 2382 of the Civil Code.

⁹ Meaning: (a) termination due to non-payment of fees due or delayed payment for more than 60 (sixty) days; (b) revocation of the manager from the office or powers and/or reduction of the same in the absence of just cause for revocation, except in the case of changes to the office and powers required by the supervisory and investigating authorities and/or bodies involved in the listing process and/or following motions of the Board of Directors taken with the favorable vote and/or the prior consent of the manager; (c) the appointment of a person who has powers similar to those of the manager without the manager's prior written consent, without prejudice to the role of the Executive Chairperson; (d) the supervening inability to assume or complete the office due to death, disqualification or debarment (other than in cases of disqualification or debarment that constitute just cause for revocation) or due to disability as a result of illness or injury, certified by a treating physician, that results in the failure to perform the functions and duties associated with the office for a continuous period of more than 12 months.

The Agreement does not contain any provisions regarding the termination of the relationship following a public tender offer.

With reference to the Year, the remuneration due to Massimo Mauri is: (i) a fixed annual remuneration of Euro 600 thousand equal to approx. 53,7% of the total remuneration; and (ii) a short-term variable remuneration of Euro 317.722, equal to approx. 28,4% of the total remuneration, calculated on the basis of quantitative and non-quantitative parameters achieved during the Year, in addition to an extraordinary bonus of Euro 200.000, equal to about 17.9% of the total salary, upon proposal of the Committee, and in compliance with the Policy. In particular, the following were awarded: with regard to quantitative targets (consolidated EBITDA, Net Sales and Change in Net Debt) the sum of Euro 134.847; with regard to the non-quantitative targets identified above the sum of Euro 182.875.

We note that on July 28, 2023, the Shareholders' Meeting of the Company, on the proposal of the Board of Directors of June 27, 2023, resolved, inter alia, to approve a new incentive plan known as the "2024-2027 Stock Option Plan for the Chief Executive Officer " and at the same time to grant to the Board of Directors, with the power to sub-delegate to the Chairperson, any power necessary or appropriate to implement the plan. On March 11, 2024, 4,000,000 options were granted to the Chief Executive Officer, including 3,000,000 options at an exercise price of Euro 5.90 and 1,000,000 options at an exercise price of Euro 10.00.

For more information on the aforementioned plan, see Part One of Section II of this Report.

We also note that Massimo Mauri is the holder of 1,000 Management Performance Shares, for a description of which reference should be made to paragraph f) of Section I of the Report and that these shares were not converted during the Year, in view of the characteristics set out in the By-Laws.

In this regard, please also refer to Table 3A of this Section II, Part Two.

As regards non-monetary benefits, the Company did not pay anything to the Chief Executive Officer during the Year.

With respect to the compensation of Executive Directors, see also Table 1 of this Section II, Part Two.

Remuneration of Other Senior Executives

The remuneration of Other Senior Executives consists of a fixed remuneration and, if the requirements are met, short-term variable remuneration, in addition to a medium-/long-term variable remuneration, based on (i) the "SECO S.p.A. Stock Option Plan" approved by the Shareholders' Meeting of March 1, 2021 and subsequently amended by the Shareholders' Meeting of March 27, 2022 on the proposal formulated by the Board of Directors on March 21, 2022, and (ii) the "2024-2027 Plan for Employees, Senior Executives and Collaborators" approved by the Shareholders' Meeting of July 28, 2023 on the proposal formulated by the Board of Directors on June 27, 2023 (for further information on the plan and the effects of termination on the rights granted under the plans, reference should be made to that indicated below). Other Senior Executives are entitled to nonmonetary benefits and compensation upon termination, as specified in Section II, Part Two of this Report. In addition, we note that one Other Senior Executive holds 2,500 Management '20 Shares, a description of which is provided in paragraph f) above in Section I of the Report. In this regard, please also refer to Table 3A of this Section II, Part Two.

In this regard, please also refer to Table 1 of this Section II, Part Two.

4) Remuneration of the Board of Statutory Auditors

The remuneration of the Statutory Auditors consists of a fixed remuneration determined by the Shareholders' Meeting of March 1, 2021 in addition to the reimbursement of expenses incurred in the performance of their duties.

Specifically, the annual gross remuneration of the Board of Statutory Auditors is Euro 40,000 for the Chairperson and Euro 20,000 for each Statutory Auditor. In this regard, please also refer to Table 1 of this Section II, Part Two.

* * *

For completeness, we also note the following.

During the Year, no indemnities and/or other benefits were granted to Directors and Other Senior Executives of the Company for termination of office or termination of employment.

No agreements are in place which provide for the allocation or maintenance of non-monetary benefits in favor of those who have left their position, nor consultancy contracts for periods subsequent to employment.

During the Year, no mechanisms for ex post correction of the variable component (so-called malus or clawback clauses) of the remuneration of Executive Directors and Other Senior Executives were applied.

This Remuneration Report is prepared by the Issuer pursuant to Article 123-ter of the CFA; the compensation paid during the year was paid on the basis of a Remuneration Policy approved by the Shareholders' Meeting of April 27, 2023 pursuant to the regulation.

* * *

SECO S.p.A. Stock Option Plan

We note that, prior to the listing of the Company and on the Trading Commencement Date, the Shareholders' Meeting of March 1, 2021 resolved to approve a stock option plan (the "SOP" or the "Plan"), subsequently modified by the Company's Shareholders' Meeting of April 27, 2022, reserved for employees or Other Senior Executives who have an employment relationship (or otherwise a comparable relationship under the regulations applicable from time to time) of indefinite duration with SECO or companies forming part of the SECO Group (the "Relationship" and the "Beneficiaries", respectively).

The SOP provides for the free assignment of options (the "Options") that grant Beneficiaries the right to subscribe to ordinary shares at a ratio of 1 ordinary share for every 1 Option, at the unit price established during the placement for the purpose of listing SECO's shares on the Euronext Star Milan (the "IPO Price").

The number of Options to be granted to each of the Beneficiaries is established by the Board of Directors, with the right to sub-delegate to the Chairperson of the Board of Directors and/or to one of the Chief Executive Officers of the Company pro tempore in office, also severally, upon proposal of the Committee.

The Plan has a multi-year timeframe with the Options maturing in three tranches, as illustrated in greater detail below. Options granted are subject to a vesting period as outlined below and may be exercised by Beneficiaries in arrears in the years following vesting. It is believed that the above terms facilitate the achievement of the incentive and retention objectives of Other Senior Executives and employees under the Plan.

The Plan stipulates that the Options allocated within each Tranche will mature upon completion of the vesting period, and therefore: (i) 30% twelve months after they are granted; (ii) 30% twenty-four months after they are granted; (iii) 40% thirty-six months after they are granted, subject to the power of the Board of Directors to execute the Plan, in relation to the identification of the Beneficiaries, the number of Options to be allocated, the grant date and the exercise period of the Options, as well as the power to take any other motion necessary and/or appropriate for the best administration and/or implementation of the Plan, including the contracts and the legal relations deriving from the same.

Vesting is contingent upon the continued existence of the Relationship between the Beneficiaries and the Company or other Group companies on the vesting date of each Tranche.

The granting of Options under the Plan is not linked to the achievement of performance targets, being linked instead to the position held by the Beneficiary, except in the cases of good leavers and bad leavers (in line with market practice).

Specifically, good leaver events under the Plan Regulation are assumed to be: (i) dismissal of the Beneficiary, without just cause (meaning (a) the breach by the Beneficiary of legal regulations pertaining to the Relationship; (b) definitive criminal conviction of the Beneficiary for malicious or negligent crimes; (c) the performance of acts that irreparably damage the bond of trust that characterizes the relationship and do not allow its continuation); (ii) revocation or substantial diminution without cause of the powers or duties held by the Beneficiaries as of the date of grant of the Options, without the written consent of the said Beneficiaries, where provided for in the relevant option agreement; (iii) removal from the office held by the Beneficiary, or dismissal of the Beneficiary, as a result of permanent physical or mental incapacity (due to illness or injury) of the Beneficiary

resulting in more than 50% inability to work; (iv) death of the Beneficiary. On the other hand, bad leaver cases under the Plan Regulation are assumed on the termination of the Relationship for (i) revocation of the office held by the Beneficiary, or dismissal of the Beneficiary, upon the occurrence of a just cause; (ii) voluntary resignation of the Beneficiary not justified by the occurrence of a good leaver event.

In the event of termination of the Relationship prior to exercise of the Options, due to one of the good leaver scenarios, the Beneficiary (or the Beneficiary's heirs) will retain the right to exercise the Options accrued at the date of termination of the Relationship. All unvested Options shall automatically lapse and be deprived of any effect and validity, thereby releasing the Company from any obligation or liability to the Beneficiary. In the event of termination of the Relationship before the Options are exercised, due instead to a bad leaver scenario, all the Options allocated to the Beneficiary shall automatically lapse and be deprived of any effect and validity, regardless of the date of termination of the Relationship, with consequent release of the Company from any obligation or liability towards the Beneficiary.

Finally, the SOP provides for the following events to accelerate the exercise of the Options: (a) promotion of a public tender offer or exchange for the Company's Ordinary Shares pursuant to Article 102 of the CFA; and (b) resolution of transactions that may result in the withdrawal of the listing of the Company's shares on a regulated market.

We note that, as set out above, the Shareholders' Meeting of the Company held on April 27, 2022 amended the Plan with the characteristics illustrated in the relevant Prospectus prepared pursuant to Article 84-bis of Consob Regulation No. 11971/1999, as subsequently amended and supplemented, filed at the registered office and available, as an attachment to the relevant Directors' Explanatory Report to the Shareholders' Meeting of April 27, 2022, on the Company's website at www.seco.com/it in the "Investor Relations/Corporate Governance/Shareholders' Meeting" section. Specifically, the Shareholders' Meeting resolved that the beneficiaries of the Plan may exercise the options granted by requesting, as an alternative to subscribing to the paid capital increase, the allocation free of charge, and therefore without payment of the Exercise Price, of a variable number of shares determined according to the market price on the date of exercise of the options. The Shareholders' Meeting then instructed the Board of Directors to adjust the Plan Regulation accordingly, giving the Board all powers necessary or appropriate to implement the Plan as amended by the Shareholders' Meeting. For additional information regarding the Plan, please refer to the aforementioned Prospectus.

For information on the allocation and exercise of Options during the Year, please refer to the Prospectus and to the table attached to table No. 1 as per Schedule 7, Annex 3 A of this Section II, part two.

2024-2027 Stock Option Plan for the Chief Executive Officer

The Shareholders' Meeting of July 28, 2023, on a proposal formulated by the Board of Directors on June 27, 2023, resolved to approve a stock option plan (the "CEO SOP" or the "CEO Plan") reserved for the Company's current Chief Executive Officer (the "Beneficiary").

It should be noted that the Plan is resolutely conditional on the event that, at the Shareholders' Meeting called to appoint the new Board of Directors for the 2024-2026 three-year period ("New Board of Directors") on the approval of the financial statements for 2023, the current Chief Executive Officer is not elected as a member of the New Board of Directors and that he/she is not entrusted with the office and delegated powers as Chief Executive Officer by the New Board of Directors.

The CEO Plan provides for the free grant to the Beneficiary of 4 million (four million) options (hereinafter the "CEO Options") entitling the Beneficiary to receive a number of ordinary shares of the Company calculated as follows:

i 1 (one) newly issued SECO ordinary share for each 1 (one) CEO Option exercised, in case of exercise of the CEO Options with payment of the Exercise Price; or, alternatively;

ii at the request of the Beneficiary to the Company and upon the Company's consent a variable number of ordinary SECO shares determined according to the market price of the shares on the date of exercise of the CEO Options, granted free of charge and therefore without payment of the exercise price, as outlined in greater detail in the CEO Plan Prospectus, available on the Company's website www.seco.com/it in the "Corporate Governance / Shareholders' Meeting" section.

The granting of CEO Options to the Beneficiary was delegated by the Shareholders' Meeting to the Board of Directors, with the power to sub-delegate to the Chairperson of the Board of Directors. On March 11, 2024, 4,000,000 options were granted to the Chief Executive Officer.

The CEO SOP is key to the pursuit of the sustainable success of the Company and the need to attract, retain and motivate people with the expertise and professionalism required by the role held at the Company, and, on the other hand, with the objective of the Policy to which a significant portion of the Executive Directors' remuneration is linked, also in the form of monetary incentive plans and/or those based on financial instruments, to the financial results achieved by the Company and/or the achievement of specific pre-set targets that are not exclusively short-term.

The CEO Plan covers a long-term timeframe (2024-2027) with the maturing of Options in two tranches. Specifically, the CEO Options granted under the first tranche vest upon completion of a vesting period as follows: (i) for 1 million Options, 12 (twelve) months after the Shareholders' Meeting appointing the New Board of Directors, with an exercise price of the Options equal to Euro 5.90; (ii) for an additional 1 million Options, 24 (twenty-four) months after the Shareholders' Meeting appointing the New Board of Directors, with an exercise price of the Options equal to Euro 5.90; (iii) for an additional 1 million Options, as of the earliest date between (a) 36 (thirty-six) months after the Shareholders' Meeting appointing the New Board of Directors and (b) the date on which the Board of Directors is reappointed by the Shareholders' Meeting at the time of the approval of the financial statements for the year 2026, with an exercise price of the Options equal to Euro 5.90.

The 1 million Options granted under the second tranche, may be exercised as of the earliest date between (a) 36 (thirty-six) months after the Shareholders' Meeting called to appoint the New Board of Directors and (b) the date on which the Board of Directors is reappointed by the Shareholders'

Meeting at the time of the approval of the financial statements for the year 2026, with an exercise price of the CEO Options equal to Euro 10.00.

In relation to the granting of the CEO Options to the Beneficiary, the CEO Plan is not linked to the achievement of certain economic and financial performance. The granting of CEO Options is, however, linked to the position held by the Beneficiary, according to the cases of good leavership, bad leavership and leavership, in line with market practice.

Specifically, the following are good leavers under the CEO Plan regulation: (i) removal from the position of Chief Executive Officer in the absence of a just cause for removal (meaning (a) serious breach by the Beneficiary of obligations under Shareholders' Meeting or Board of Directors resolutions and/or other obligations imposed by law on a Director, in addition to applicable provisions of the law and/or By-Laws, or other just cause under Article 2383, paragraph 3, of the Civil Code; (b) the Beneficiary's final criminal conviction for a willful or culpable crime that may harm the image and/or reputation of the Company and results in automatic exclusion from procedures for the award of public contracts; (c) the Beneficiary's conviction in first instance for one of the crimes set forth in Legislative Decree No. 231/2001 for crimes committed against the interest of the Company and for the purpose of personal enrichment; (d) the issue and publication of a sentence of disqualification from holding public office or bankruptcy against the Beneficiary that leads to the disqualification from holding office and/or powers pursuant to Article 2382 of the Civil Code, or the occurrence of a cause of ineligibility or disqualification pursuant to Article 2382 of the Civil Code; and (e) the Beneficiary's breach of its non-compete obligations); (ii) revocation or substantial diminution of the Beneficiary's powers held on the date of grant of the Options in the absence of just cause; (iii) termination at the initiative of the Beneficiary of the office of Chief Executive Officer in the presence of a Just Cause for Termination (meaning (x) the removal of the Beneficiary from the office or powers and/or the diminution of the same in the absence of just cause for removal, except in the case of changes in the office and powers as a result of resolutions of the Board of Directors taken with the favorable vote and/or the prior consent of the Beneficiary; (y) the appointment of a person with similar powers to the Beneficiary without the Beneficiary's prior written consent, without prejudice to the role of the Executive Chairperson currently provided; (z) non-payment of remuneration due to the Beneficiary or late payment of more than sixty days; and (xx) the supervening inability to assume or complete the office due to death, disqualification or debarment (other than in cases of disqualification or debarment that constitute just cause for revocation) or due to disability as a result of illness or injury, certified by a treating physician, that results in the failure to perform the functions and duties associated with the office for a continuous period of more than 12 months). Under the CEO Plan Regulation, Bad Leaver means: (i) removal from the office of Chief Executive Officer upon the occurrence of a Just Cause for Revocation; (ii) termination at the initiative of the Beneficiary of the office of Chief Executive Officer in the absence of a Just Cause for Termination and/or not justified by the occurrence of a Good Leaver scenario. Leaver means the Relationship Termination with SECO, other than Bad Leaver and Good Leaver due to: (i) renunciation, by the Beneficiary, of the office together with the powers by reason of illness and/or injury to the spouse and/or child/children, which resulted in permanent disability and/or in any case more than 50%, proven by appropriate medical certification; (ii) physical and/or mental disability resulting in the inability of the Beneficiary to exercise the office and powers for a continuous period of more than six months, substantiated by appropriate medical certification; (iii) events resulting in a disqualification and/or incapacitation for the Beneficiary to exercise the office and/or powers due to a physical and/or mental disability and/or inability on the part of the Beneficiary, substantiated by appropriate medical certification.

In the event of Relationship Termination with the Company before the CEO Options are exercised, due to a Bad Leaver scenario, all the CEO Options assigned to the Beneficiary and not yet exercised shall automatically lapse and be deprived of any effect and validity, regardless of the date of the Relationship Termination with SECO, with consequent release of the Company from any obligation or liability towards the Beneficiary.

In the event of Relationship Termination with the Company prior to the exercise of the CEO Options, due to one of the Good Leaver assumptions, the Beneficiary or the Beneficiary's heirs shall retain the right to exercise (i) the CEO Options vested as of the date of Relationship Termination, and (ii) the CEO Options that have not yet vested as of the date of Relationship Termination in a number proportional to the duration of the Relationship with SECO as of the grant date with respect to the period between such grant date and the vesting date of the CEO Options or on the basis of the different criterion to be adopted by the Board, also after consultation with the Remuneration Committee where necessary, provided that it is not more unfavorable to the Beneficiary.

In the event of a Relationship Termination with SECO prior to the exercise of the CEO Options due to one of the Leaver assumptions, the Beneficiary or his/her heirs will accrue the right to exercise the CEO Options in accordance with the Plan by applying the pro rata temporis criterion given by the ratio of the period during which the Beneficiary was in a continuous Relationship with the Company to the entire period of the CEO Plan. These CEO Options may be exercised by the Beneficiary or his/her heirs.

We also note that the CEO Plan provides for a right of early exercise of the CEO Options by the Beneficiary upon the occurrence of the events indicated below and provided, at that time, that the relationship between the Chief Executive Officer and the Company is still in place;

i promotion of a public tender offer for SECO Shares pursuant to Article 102 and subsequent of the CFA; or

ii deliberation of transactions from which the revocation of the listing on a regulated market of SECO Shares may result.

For information on the allocation and exercise of CEO Options during the Year, please refer to the Prospectus and to the table attached to table No. 1 as per Schedule 7, Annex 3 A of this Section II, part two.

2024-2027 Plan for Employees, Senior Executives and Collaborators

The Shareholders' Meeting of the Company held on June 28, 2023, on a proposal formulated by the Board of Directors on June 27, 2023, resolved to approve a stock option plan (the "Employee SOP" or the "Employee Plan") reserved for employees, Senior Executives and collaborators of SECO or its subsidiaries (the "SOP Beneficiaries").

The Employee Plan provides for the free grant to SOP Beneficiaries of up to 7 million (seven million) options (hereinafter referred to as the "Employee Options") entitling them to receive a number of ordinary shares of the Company calculated as follows:

i in the event of the exercise of Employee Options with the payment of the exercise price, 1 (one) ordinary newly issued SECO share for every 1 (one) Employee Option exercised; or, alternatively (the "Paid Capital Increase");

in the event of the free grant (and therefore without the payment of the exercise price), on the request of the SOP Beneficiaries to the company, a variable number of ordinary SECO shares, calculated on the basis of the market price of the shares at the exercise date of the Employee Options (the "Free Capital Increase"), in any case in a ratio of not greater than 1 (one) ordinary share for every 1 (one) Employee Option exercised. exercised.

The Employee Options may be granted over the duration of the Employee Plan in two tranches.

The grant of the first tranche of the Employee Options occurred on August 4, 2023 (the "First Grant Date").

With regard to the reasons for the approval of the Employee Plan, it is considered that this latter, based on the granting of stock options, the maturity and exercise of which are subject to a vesting period, is a suitable incentive tool, as well as an instrument for attracting and retaining staff. In addition, the Company considers that this incentive system ensures the alignment between the interests of the SOP Beneficiaries and those of shareholders, being naturally linked to the growth in value of SECO's share.

The Employee Plan is over a multi-year time horizon with vesting of Employee Options in two tranches.

Specifically, the Employee Options granted on the First Grant Date mature on completion of the vesting period, as follows:

i for 20%, from May 31, 2025;
ii for 40%, from May 31, 2026;
iii for 40%, from May 31, 2027.

The Employee Options to be granted subsequent to the First Grant Date mature on completion of a vesting period established by the Board of Directors, on a case-by-case basis, and according to the relative date of effective grant, as determined by the Board of Directors on the basis of best practice for financial instrument-based plans and on the features of the Employee Plan.

The exercise price of each Employee Option granted on the First Grant Date, and therefore as part of the first tranche, shall be Euro 5.90.

The exercise price of each Employee Option granted subsequent to the First Grant Date, and thus as part of the second tranche, will be calculated on the basis of the average closing stock market price of SECO ordinary shares during the 6-month period preceding the relevant grant date, plus 17% (the "Exercise Price for Subsequent Grants").

The Employee Plan also establishes an alternative means to grant the shares to the SOP Beneficiaries without the payment of the exercise price. In this case, the number of ordinary SECO shares granted for free shall be variable and established on the basis of the market price of the shares at the date of exercise of the Employee Options.

In relation to the granting of the Employee Options to the SOP Beneficiary, the Employee Plan is not linked to the achievement of certain economic and financial performances. The granting of Employee Options is however linked to the position held by SOP Beneficiaries, according to the cases of good leavership, bad leavership and leavership, in line with market practice.

Specifically, good leaver events under the Employee Plan are assumed to be: (i) dismissal of the SOP Beneficiary, without just cause (meaning (a) the breach by the SOP Beneficiary of legal regulations pertaining to the relationship with the Company; (b) definitive criminal conviction of the SOP Beneficiary for malicious or negligent crimes; (c) the performance of acts that irreparably damage the bond of trust that characterizes the relationship with the Company and do not allow its continuation); (ii) revocation or substantial diminution without cause of the powers or duties held by the SOP Beneficiaries as of the date of grant, without the written consent of the SOP Beneficiaries, where provided for in the relevant option agreement; (iii) removal from the office held by the SOP Beneficiary, or dismissal of the SOP Beneficiary, as a result of permanent physical or mental incapacity (due to illness or injury) resulting in more than 50% inability to work; (iv) death of the SOP Beneficiary. On the other hand, bad leaver cases under the Employee Plan occur: (i) on revocation of the office held by the SOP Beneficiary, or dismissal of the SOP Beneficiary, upon the occurrence of a just cause; (ii) voluntary resignation of the SOP Beneficiary not justified by the occurrence of a good leaver event.

In the event of Relationship Termination with SECO, the conditions for the application of the above rules shall not apply if the SOP Beneficiary - without interruption - maintains (or takes on) another Relationship with the Company that is suitable for attributing to him/her the status of Beneficiary pursuant to the Employee SOP Regulation.

In the event of Relationship Termination before the Employee Options are exercised, due to a Bad Leaver scenario, all the Employee Options assigned to the SOP Beneficiary shall automatically lapse and be deprived of any effect and validity, regardless of the date of the Relationship Termination with SECO, with consequent release of the Company from any obligation or liability towards the SOP Beneficiary.

In the event of Relationship Termination prior to the exercise of the Employee Options, due to one of the Good Leaver assumptions, the SOP Beneficiary (or the SOP Beneficiary's heirs in the case referred to in point C (iv) above) shall retain the right to exercise (i) the Employee Options vested as of the date of Relationship Termination with the Company, as well as (ii) the Employee Options that have not yet vested as of the date of Relationship Termination with SECO in a number proportional to the

duration of the Relationship as of the relevant grant date with respect to the period between such grant date and the vesting date of the Employee Options or on the basis of the different criterion to be adopted by the Board, also after consultation with the Remuneration Committee where necessary, provided that it is not more unfavorable to the SOP Beneficiary.

Forfeited Employee Options shall be reallocated by the Board in accordance with the provisions of the Employee SOP Regulation.

The Employee Plan also provides that, unless otherwise determined by the Board of Directors, in the event that the employer of the SOP Beneficiary with the Relationship is no longer a Subsidiary of SECO, the exercisable Employee Options must be exercised under penalty of forfeiture by (a) the 30th calendar day following the initial Employee Option exercise date or, if later, (b) the 30th calendar day following the cessation of the status of Subsidiary of SECO.

We also note that the Employee Plan provides for a right of early exercise of the Employee Options by the SOP Beneficiaries upon the occurrence of the events indicated below and provided, at that time, retention of the Relationship with SECO:

(i) for the whole period in which the Company's shares are listed on a regulated market, promotion of a public tender offer bid for the Company's shares pursuant to Article 102 and thereafter of the CFA; or

(ii) for the whole period in which the Company's shares are listed on a regulated market, resolution of transactions from which the listing on a regulated market of the SECO shares.

For information on the allocation and exercise of the Employee Options during the Year, please refer to the Prospectus and to the table attached to table No. 1 as per Schedule 7, Annex 3 A of this Section II, part two.

For more information concerning the Employee SOP, please refer to the Prospectus, available on the Company's website www.seco.com/it in the "Corporate Governance / Shareholders' Meeting" section.

SECTION II - PART TWO - COMPENSATION PAID DURING THE YEAR

Table 1

The table below reports the remuneration paid to the members of the management and control boards, and other Senior Executives.

1. Remuneration paid to members of the Board of Directors

Board of Directors
Name	Office	Period of office	Conclusion of office	Fixed remun eration	Compensation for participation in committees	Non equity variable remuneration		Non monetary benefits	Other remunerati on	Total	Fair Value of equity remuneratio n	Indemnity termination of office/employ ment
						Bonuses and other incentives	Profit sharing
Daniele Conti	Chairperson	1/01/2023- 31/12/2023	Approval 2023 Accounts
	(I) Remuneration from company preparing the accounts			€ 200.000	-	€ 300.000				€ 500.000
(II) Remuneration from subsidiaries and associated companies				-	-
(III) Total			€ 200.000	-	€ 300.000				€ 500.000
Massimo Mauri	Chief Executive Officer	1/01/2023- 31/12/2023	Approval 2023 Accounts
	(I) Remuneration from company preparing the accounts			€ 600.000	-	€ 517.722				€ 1.117.722	€ 204.809
	(II) Remuneration from subsidiaries and associated companies			-	-
(III) Total				€ 600.000	-	€ 517.722				€ 1.117.722	€ 204.809
Luciano Lomarini	Director	Approval 2023 Accounts
(I) Remuneration from company preparing the accounts				€ 12.500	-					€ 12.500
	(II) Remuneration from subsidiaries and associated companies		-	-
(III) Total			€ 12.500	-					€ 12.500
Claudio Catania	Director	Approval 2023 Accounts
	(I) Remuneration from company preparing the accounts		€ 12.500	€ 4.000					€ 16.500

	(II) Remuneration from subsidiaries and associated companies		-	-
(III) Total			€ 12.500	€ 4.000			€ 16.500
Luca Tufarelli	Director	1/01/2023- 31/12/2023	Approval 2023 Accounts
	(I) Remuneration from company preparing the accounts			€ 12.500	€ 9.000			€ 21.500
	(II) Remuneration from subsidiaries and associated companies			-	-
(III) Total			€ 12.500	€ 9.000			€ 21.500
Michele Secciani	Director	1/01/2023- 31/12/2023	Approval 2023 Accounts
	(I) Remuneration from company preparing the accounts			€ 12.500	-		€ 1.800	€ 14.300
	(II) Remuneration from subsidiaries and associated companies			-	-
(III) Total				€ 12.500	-		€ 1.800	€ 14.300
Emanuela Sala	Director	1/01/2023- 31/12/2023	Approval 2023 Accounts
	(I) Remuneration from company preparing the accounts € 12.500			-		€ 1.800	€ 14.300
(II) Remuneration from subsidiaries and associated companies				-	-
(III) Total				€ 12.500	-		€ 1.800	€ 14.300
Elisa Crotti	1/01/2023- Approval 2023 Director 31/12/2023 Accounts
	(I) Remuneration from company preparing the accounts			€ 12.500	€ 15.000			€ 27.500
	(II) Remuneration from subsidiaries and associated companies			-	-
(III) Total				€ 12.500	€ 15.000			€ 27.500
Valentina Montanari	Approval 2023 1/01/2023- Director Accounts 31/12/2023
	(I) Remuneration from company preparing the accounts		€ 12.500	€ 15.000			€ 27.500
	(II) Remuneration from subsidiaries and associated companies
(III) Total			€ 12.500	€ 15.000			€ 27.500
Diva Tommei	Director	Approval 2023 1/01/2023- Accounts
	(I) Remuneration from company preparing the accounts			€ 12.500	€ 8.000			€ 20.500
	(II) Remuneration from subsidiaries and associated companies			-	-

(III) Total			€ 12.500	€ 20.500
Tosja Zywietz	Director	2/04/2023- 31/12/2023	Approval 2023 Accounts
(I) Remuneration from company preparing the accounts			€ 9.375	€ 9.375
(II) Remuneration from subsidiaries and associated companies			-
(III) Total			€ 9.375	€ 9.375

2. Remuneration of the Board of Statutory Auditors

						Board of Statutory Auditors
Name	Office Period of Conclusion office of office		Fixed remun eration	Compensatio n for participation in committees	Non equity variable remuneration		Non monetary benefits	Other remunera tion	Total	Fair Value of equity remuneration	Indemnity termination of office/employ ment
						Bonuses and other incentives	Profit sharing
Pierpaolo Guzzo	Chairperson	1/01/2023- 31/12/2023	Approval 2023 Accounts
	(I) Remuneration from company preparing the accounts			€ 40.000						€ 40.000
companies	(II) Remuneration from subsidiaries and associated
(III) Total				€ 40.000						€ 40.000
Approval Statutory 1/01/2023- Gino Faralli 2023 Auditor 31/12/2023 Accounts
	(I) Remuneration from company preparing the accounts			€ 20.000						€ 20.000
companies	(II) Remuneration from subsidiaries and associated
(III) Total				€ 20.000						€ 20.000
Fabio Rossi	Statutory Auditor	1/01/2023- 31/12/2023	Approval 2023 Accounts
	(I) Remuneration from company preparing the accounts			€ 20.000						€ 20.000
companies	(II) Remuneration from subsidiaries and associated
(III) Total				€ 20.000						€ 20.000

3. Remuneration paid to Other Senior Executives

						Senior Executives
Name	Office	Period of office	Conclusion of office	Fixed remun eration	Compens ation for participation in committees	Non equity variable remuneration	Non monetary benefits	Other remunera tion	Total	Fair Value of equity remuneration	Indemnity termination of office/employ ment
						Bonuses and Profit sharing other incentives
	Senior Executives (4)	2023	Permanent
	(I) Remuneration from company preparing the accounts			€ 520.000		€ 176.933	€ 22.847		€ 719.780	€ 193.306
(II) Remuneration from subsidiaries and associated companies				€ 25.000					€ 25.000
(III) Total				€ 545.000		€ 176.933	€ 22.847		€ 744.780 € 193.306

Table 2

The following table reports the options granted to Senior Executives.

		Options held at beginning of the year (01/01/23)		Options granted in 2023					Options exercised in 2023			Expired options in 2023	Options held at year-end 2023	Options accruing in 2023
Name	Office	Plan	Number of options	Exercise price	Possible exercise period (from - to)	Number of options	Exercise price	Possible exercise period (from - to)	Fair value at grant date	Grant date	Market price of the underlying shares at the grant date	Number of options	Exercise price	Market price of the underlying shares at the exercise date	Number of options	Number of options	Fair Value
Executives	(I) 2 Other Senior	2021 – 2024 Plan (March 1, 2021)	475.000	€ 3,70	April 26, 2023 – May 30, 2024	/	/	/	/	/	/				/	475.000	€ 192.258
(II) Total			475,000												/	475.000	€ 192.258
(ii) 3 Other Senior Executives		2024– 2027 Plan (May 31 2024)	/	/	/	980.000	€ 5,90	May 31 2025- May 31 2027	€ 1.212.260	04/08/2023	€ 4,35	/	/	/	/	980.000	€ 128.448
(iv) Total																980.000	€ 128.448

It should be noted that on 11 March 2024 the Board of Directors of the Company implemented the resolution by which the Shareholders' Meeting on 28 July 2023 approved the "Stock Option Plan 2024- 2027 for the CEO" and subsequently assigned to the Chief Executive Officer (i) n. 3,000,000 options to be reserved for subscription at the price of Euro 5.90 each; and (ii) n. 1,000,000 options to be reserved for subscription at the price of Euro 10.00 each. For more information, please refer to the Explanatory Report and the Information Document available at www.seco.it/com, Section "Investors / Corporate Governance / Shareholders' Meeting".

TABLE 3A

The table below reports the financial instrument-based incentive plans, other than stock options, in favor of members of the Board of Directors and other Senior Executives

Name	Office	Plan		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 exercised		Financial instruments vested in the year and exercisable	Financial instruments vested in the year
			Number and type financial instruments	Vesting period	Number and type financial instruments	Fair value at grant date	Vesting period	Grant date	Market price on grant date	Number and type of financial instruments	Number and type of financial instruments	Value at vesting date	Fair Value
Massimo Mauri	Chief Executive Officer	Management performance shares
	Remuneration from company preparing the accounts		1.000	05/05/2021 – 05/05/2024	-	-	-	-	-	-	-	-	€ 204.809
	Remuneration from subsidiaries and associated companies
	Total												€ 204.809
	Senior Executives - 1
Remuneration from company preparing the accounts		1.250 (*)	05/05/2022 - 05/05/2024	-	-	-	-	-	1.250	-	-	€ 1.048
Remuneration from subsidiaries and associated companies
	Total												€ 1.048

(*) For the conversion mechanism of the Management '20 Shares, please refer to that illustrated above.

Table No. 1 of Schedule 7, Annex 3A

Remuneration schemes based on financial instruments

		FRAMEWORK 2
		Stock Options
			SECTION I
Category			Options related to valid plans approved on the basis of previous Shareholders' Meeting motions
	Category	Date of the Shareholders' Meeting resolution	Description of instrument	Number of financial instruments underlying the options granted but not exercisable	Number of financial instruments underlying the options granted but not exercised	Date granted by competent organ	Exercise price	Market price of the financial instruments at the grant date	Maturity of the Options

Other Executives (2)	/	March 1, 2021	Share options	220.000 Shares	255.000 Shares	April 26, 2021	Euro 3.70	N/A1	November 30, 2024
Employees (29)	/	March 1, 2021	Share options	1.372.00 Shares	1.191.250 Shares	April 26, 2021	Euro 3.70	N/A2	November 30, 2024
Employees (1)	/	March 1, 2021	Share options	12.000 Shares	9.000 Shares	May 17, 2021	Euro 3.70	Euro 3.75	November 30, 2024
Employees (32)	/	March 1, 2021	Share options	138.000 Shares	136.000 Shares	29 settembre2021	Euro 3.70	Euro 5.80	November 30, 2024
Employees (7)	/	March 1, 2021	Share options	22.000 Shares	30.000 Shares	October 12, 2021	Euro 3.70	Euro 7.08	November 30, 2024
Employees (22)	/	March 1, 2021	Share options	332.000 Shares	186.500 Shares	October 25, 2021	Euro 3.70	Euro 8.19	November 30, 2024
Employees (3)	/	March 1, 2021	Share options	34.000 Shares	41.200 Shares	November 19,2021	Euro 3.70	Euro 8.36	November 30, 2024
Employees (1)	/	March 1, 2021	Share options	4.000 Shares	3.000 Shares	December 10, 2021	Euro 3.70	Euro 9.46	November 30, 2024
Other Executives (3)	/	July 28, 2023	Share options	980.000 Shares	0 Shares	August 4, 2023	Euro 5.90	Euro 4.35	May 31, 2030
Other Executives (5)	/	July 28, 2023	Share options	1.000.000 Shares	0 Shares	August 4, 2023	Euro 5.90	Euro 4.35	May 31, 2030

1 At the grant date, the shares were not yet traded on the regulated market

2 At the grant date, the shares were not yet traded on the regulated market

Table 3B

Monetary incentive plans in favor of members of the Board of Directors and Other Senior Executives.

Name	Office	Plan	Bonus for the year				Other Bonuses
			Issuable/Issued	Deferred	Reference period	No longer issuable	Issuable/Issued	Still Deferred
Daniele Conti	Chairperson BoD	Three-year incentive
Remuneration from company preparing the accounts			€ 100.000		01/01/2023 – 31/12/2023		€ 200.000
Remuneration from subsidiaries and associates
Total
Massimo Director Annual incentive Mauri Proxy holder MBO 2023
Remuneration from company preparing the accounts			€ 517.722		01/01/2023 – 31/12/2023
Remuneration from subsidiaries and associates
Total			€ 517.722
Annual incentive Senior Executives - 4 MBO 2023
Remuneration from company preparing the accounts			€ 176.933		01/01/2023 – 31/12/2023
Remuneration from subsidiaries and associates
Total			€ 176.933

SCHEDULE 7-TER Information on Holdings of the Board of Directors, Board of Statutory Auditors, and Senior Executives

TABLE 1: Shareholdings of the Board of Directors and Statutory Auditors

Name	Office held	Method held	Company	Number of shares held at the end of the previous year	Number of shares purchased	Number of shares sold	Number of shares held at the end of the present year
Daniele Conti	Chairperson BoD	Direct Ordinary Shares	SECO S.p.A.
		Indirect Ordinary Shares		22.315.000		355.366	21.959.634
Massimo Mauri	Chief Executive Officer	Direct Ordinary Shares	SECO S.p.A.	2.596.000			2.596.000
		Indirect Ordinary Shares		989.200			989.200
		Direct Management Performance Shares					1.000
Luciano Lomarini	Director	Direct Ordinary Shares	SECO S.p.A.
		Indirect Ordinary Shares		1.205.500	6.500		1.212.000
Claudio Catania		Direct Ordinary Shares	SECO S.p.A.
	Director	Indirect Ordinary Shares

Luca Tufarelli	Director	Direct Ordinary Shares	SECO S.p.A.
		Indirect Ordinary Shares		451.500	451.500
Michele	Director	Direct Ordinary Shares	SECO S.p.A.	558	558
Secciani		Indirect Ordinary Shares
Emanuela Sala	Director	Direct Ordinary Shares	SECO S.p.A.	45.558	45.558
		Indirect Ordinary Shares
Elisa Crotti	Director	Direct Ordinary Shares	SECO S.p.A.
		Indirect Ordinary Shares
Valentina	Director	Direct Ordinary Shares	SECO S.p.A.
Montanari		Indirect Ordinary Shares
Diva	Director	Direct Ordinary Shares	SECO S.p.A.
Tommei		Indirect Ordinary Shares
Tosja Zywietz	Director	Direct Ordinary Shares	SECO S.p.A.		17.000
		Indirect Ordinary Shares
Pierpaolo Guzzo	Chairperson Board of Statutory Auditors	Direct Ordinary Shares	SECO S.p.A.
		Indirect Ordinary Shares
Gino	Statutory Auditor	Direct Ordinary Shares

Faralli		Indirect Ordinary Shares	SECO S.p.A.
Fabio	Statutory Auditor	Direct Ordinary Shares	SECO S.p.A.	9.000	9.000
Rossi		Indirect Ordinary Shares

TABLE 2: Shareholdings of Other Senior Executives

Number of Senior Executives	Method held	Company	Number of shares held at the end of the previous year	Number of shares purchased	Number of shares held at the end of the current year
	Direct Ordinary Shares		550.085	982	551.077
4	Indirect Ordinary Shares	SECO S.p.A.
	Direct Management '20 Shares		2,500		2,500

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Seco — Remuneration Information 2024

4185_def-14a_2024-03-29_9c89b7dc-3a36-49b6-be28-9751647fbd9f.pdf

REMUNERATION POLICY AND REPORT

INTRODUCTION

SECTION I - REMUNERATION POLICY

a) Boards or parties involved in the preparation, approval and revision of the Remuneration Policy and their respective roles, and the Boards or Parties responsible for the correct implementation of the policy

Board of Directors

Committee

Shareholders' Meeting

Board of Statutory Auditors

c) How the Company has taken into account the compensation and working conditions of its employees in determining its remuneration policy

d) Independent experts involved in the preparation of the Remuneration Policy

REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

1) Non-Executive Directors and Independent Directors

2) Executive Directors

a) Fixed remuneration component

b) Short- and medium-/long-term variable component

Executive Summary of CEO and Executive Director Remuneration for 2024

REMUNERATION OF OTHER SENIOR EXECUTIVES

a) Fixed remuneration component

REMUNERATION OF THE MEMBERS OF THE CONTROL BODY

g) the policy applied with regards to non-monetary benefits

l) clauses for the maintenance in portfolio of financial instruments after their acquisition: maintenance periods and criteria utilized for the establishment of this period

n) Insurance coverage, social security or pension payments, beyond obligatory cover

o) remuneration policy in relation to: (i) Independent Directors, (ii) Committee members and (iii) specific offices (Chairperson, Vice-Chairperson, etc.);

p) Whether the remuneration policy was established using the policies of other companies as a benchmark, and if so, the criteria utilized for the choice of these 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

SECTION II: COMPENSATION PAID

SECTION II - PART ONE - REMUNERATION PACKAGE

1) Remuneration of the Board of Directors

2) Remuneration of Non-Executive Directors

3) Remuneration of Executive Directors

Remuneration of the Executive Chairperson

Remuneration of the Chief Executive Officer.

Remuneration of Other Senior Executives

4) Remuneration of the Board of Statutory Auditors

SECO S.p.A. Stock Option Plan

2024-2027 Stock Option Plan for the Chief Executive Officer

2024-2027 Plan for Employees, Senior Executives and Collaborators

SECTION II - PART TWO - COMPENSATION PAID DURING THE YEAR

Table 1

1. Remuneration paid to members of the Board of Directors

2. Remuneration of the Board of Statutory Auditors

3. Remuneration paid to Other Senior Executives

Table 2

TABLE 3A

Table No. 1 of Schedule 7, Annex 3A

Remuneration schemes based on financial instruments

Table 3B

SCHEDULE 7-TER Information on Holdings of the Board of Directors, Board of Statutory Auditors, and Senior Executives

TABLE 2: Shareholdings of Other Senior Executives

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Seco Remuneration Information 2024