Sesa — Capital/Financing Update 2024

Oct 28, 2024

THIS DOCUMENT SHALL NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY COUNTRY WHERE ITS DISCLOSURE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS APPLICABLE IN SUCH JURISDICTION.

ABI depositary	MT Account	Progressive No.
_______	_______	_______

APPLICATION FORM

Offer in Option and Pre-emption of no. 826,855 shares of Sesa S.p.A. subject to withdrawal Option ratio: 1 share at a price of Euro 110.20 for every 17.665 option rights held Subscription period: from October 26, 2024 to November 28, 2024 (inclusive)

To be addressed to: Sesa S.p.A. Via della Piovola n. 138 - 50053 Empoli (FI) PEC: sesaspa@pec.leonet.it

The	undersigned	________	born on ____	in
	____	Tax Code	_____ domiciled	in
		__ (), address ___ no. .
		or, in the case of a legal entity
The undersigned ____ ___ (), address		________	born on ____	in
		Tax Code	_____ in the capacity	of
		__ of the society _____ with registered office	in
		_____ no. _____ tax code / VAT no.
			____, registered at no. ___ of the Register of Companies of
		______, with the necessary powers

- Declares

(i) to have taken note of the offer in option and pre-emption of the shares of Sesa S.p.A. ("Sesa" or the "Company"), for which the right of withdrawal has been exercised (the "Shares"), filed into the Register of Companies of Florence, pursuant to art. 2437-quarter, paragraph 2, of the Italian Civil Code on October 25, 2024 and made available on the same date on Sesa's

NOT TO BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

website at www.sesa.it address (the "Offer"), as well as published in the newspaper "Domani" on October 26, 2024, and to fully accept its conditions, terms and procedures;

• (ii) not to have exercised within the expiry of the term provided for by art. 2437-bis of the Civil Code the right of withdrawal pursuant to art. 127-quinquies, paragraph 8, TUF and 2437 of the Italian Civil Code with regard to the shares of Sesa to which the relevant option rights will be entitled, following the adoption of the resolution by the extraordinary shareholders' meeting of the Company held on August 28, 2024, which approved the resolution to amend Article 7 of the Articles of Association, concerning the increase in increased voting rights, pursuant to Article 127-quinquies, paragraph 2, of the TUF;
• (iii) to be the owner of the shares of Sesa for which he/she has not exercised the right of withdrawal and, therefore, the related option rights;
• (iv) to be aware that the participation in the Offer is irrevocable;
• (v) to be the holder of no. _____________ option rights, to exercise no. _____________ option rights and, on the basis of the conversion ratio of 1 Share for every 17.665 option rights, consequently, to purchase no. _____________ Shares (rounded down to the lowest unit), at a unit price of Euro 110.20, for a total consideration of Euro ___________________, which he/she undertakes to pay on the date that will be indicated subsequently (the "Settlement Date").
• Requests also to purchase under pre-emption, pursuant to Article 2437-quarter, paragraph 3, of the Italian Civil Code, no. _____________ Shares that remained unexercised at the end of the Offer period, at a unit price of Euro 110.20, committing to pay Euro ___________________ on the Settlement Date to be indicated later.

- Acknowledges

• (i) that, if the number of Shares remaining unexercised at the end of the application period for the Offer is less than the total number of shares requested in pre-emption, the allocation will be made among those who have exercised the right of pre-emption in proportion to the number of options exercised by each of them, as indicated above, and that the total number of Shares assigned to them in the context of the Offer and possibly in pre-emption will be communicated by the Settlement Date by its depositary intermediary, to whom he/she gives an irrevocable mandate to pay to Sesa the total value, as determined above, for the purchase of the Shares, it being understood that the payment of the aforementioned total value and the settlement of the Shares purchased will take place on the Settlement Date which will be communicated subsequently;
• (ii) that, in the event that the resolutive condition affixed to the effectiveness of the resolution to amend Article 7 of the Articles of Association concerning the increase in the increased voting rights pursuant to Article 127-quinquies, paragraph 2, of the TUF should occur, the declarations of withdrawal received will also become definitively ineffective and, likewise, no purchase of the Shares will take place.

NOT TO BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

- Confirms

• (i) not to be a resident of any country in which the dissemination of the Offer would constitute a violation of the laws or regulations applicable in such jurisdiction;
• (ii) under his/her own responsibility, for all legal purposes, the accuracy of the data contained in this application form.

Date ___________

Signature ________________________

THE INTERMEDIARY

(Denomination)

Phone. ________________________ E-mail ________________________________

______________________________________

__________________________________________________

(Stamp and signature of the Intermediary)