Sesa — Proxy Solicitation & Information Statement 2021

Aug 6, 2021

SESA S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia") as converted with modifications by Law 24th April 2020 no. 27 and as extended by effect of art. 6, D.L. 105/2021

Società per Amministrazioni Fiduciarie "SPAFID" S.p.A., with registered office in Milan, via Filodrammatici n. 10, fiscal code n. 00717010151, part of the Mediobanca Banking Group entered on the Register of Banking Groups, authorized under Ministerial Decree of 24/11/1941 to carry out trust activities in accordance with Law no. 1966 of 23.11.1939 as amended (hereinafter "Spafid"), acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, taking into account the emergency period extension established by D.L. 23th July 2021 no. 105, of SESA S.p.A. (hereinafter the "Company"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of SESA to be held in Empoli (FI), via Piovola, 138, 26 August 2021, at 09:30 a.m., first call, and, if necessary, on second call on 27 August 2021 same place and time, as set forth in the notice of the shareholders' meeting published on the Company's website at www.sesa.it, in the section "Investor Relations" - "Shareholders' Meetings" on 12 July 2021, and, in abridged form, in the Italian daily newspaper "Italia Oggi", and as integrated on 30 July 2021.

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting (i.e., i.e., by 11:59 p.m. of 24 August 2021 ( on first call and of 25 August 2021 on second call). The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Appointed Representative - Spafid, as Appointed Representative, declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between Spafid and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Spafid expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions.

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

PROXY FORM (Part 1 of 2)

Complete with the information requestedat the bottom of the form (§)

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

ith ha ho lde s re r w le l re nta t g a pre se le dg be p e are	ig th ht to te OR IF e r vo ive b j t w ith ia te or su ec ap pro pr rep fru tua to d ian r usu c ry cu s	DIF FER EN T F RO M TH E S HA RE HO LD ER ta t ion ( f th do nta t ion f th res en po we rs co py o e cu me o e p ow ers the ( i fy ) … ma na g er o r sp ec …… …… …… …… …… …… ……	f re nta t ion to be los d ) o pre se en c e …… …… …… …… …… …… …… …… …… …… …
( le te ly i f co on	Na Su / De ina t ion me rna me no m	( *)
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No ( *)	ha SE SA S. A.- IS IN s res p. _	Re is tra te d in the it ies t ( 1 ) g se cu r ac co un n. _ ___	t th to d ian _ a e c us __ ___	A BI _	CA B _
fer d t o t he re re co mm	ica t ion ( t to t. 8 3-s un pu rsu an ar ex	ies Le is lat ive De . 5 8 / 19 9 8 ) ( 2 ) No g cre e n _ ___	Su l ie d by th int d iar pp e erm e y: _	___	___

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

DELEGATES SPAFID S.p.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES

- that he/she/it is aware that the proxy to the Appointed Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case,

the vote shall be expressed for the sole proposals in respect of which instructions have been granted;

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

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

AUTHORIZE Spafid and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document.

-

(Place and Date) *

(Signature)

*

VOTING INSTRUCTIONS (3) (Part 2 of 2)

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned (4) (Personal details) __________________________________________________________________________________________________________

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

Hereby appoints Spafid to vote in accordance with the voting instructions given below at Ordinary General Meeting of SESA to be held in Empoli (FI), via Piovola, 138, on 26 August 2021 at 09:30 a.m., on first call, and, if necessary, on second call on 27 August 2021 same place and time, by SESA S.p.A.

RESOLUTIONS SUBJECT TO VOTING

1.Financial statements of Sesa S.p.A. as at 30 April 2021 and related reports by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors:

1. 1 Ap l o f t he f ina ia l s ta te ts t 3 0 Ap i l 2 0 2 1; Pre ta t ion f t he l i da te d f ina ia l s ta te ts t 3 0 Ap i l 2 0 2 1; p rov a nc me n as a r se n o c on so nc me n as a r
ic k o nly T on e Pro l o f t he Bo d f D ire to In Fa p os a ar o c rs vo ur bo x			Ag ins t a	A bs ta in
f c irc ta h ic h a kn in the t o f a te dm ts o d d it ion to the lu t ion bm itte d to the t ing ( ) I 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s m ee u
ic T k o nly bo on e x		i fy ins ion ( fer Mo d the tru ct s ex pre ss pre	) en ce
f irm he ins ion s t tru ct co n s	ke he ins ion s t tru ct rev o s	I n F av ou r : __ ___	_ ___		ins A t g a	in Ab sta

1.2 Allocation of the profit for the year and of the available reserves.

f f ire Pro l o t he Bo d D to p os a ar o c	rs		T ic k o nly on e bo x	In Fa vo ur	ins t Ag a	bs ta in A
f c irc ic in f a it ion ion itte ing ( ) I ta h h a kn the t o te dm ts o d d to the lu t bm d to the t 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s u m ee
ic k o nly bo T on e x		d i fy the ins tru ct ion ( fer Mo s ex pre ss pre	) en ce
f irm ins ion s t he tru ct co n s	ins ion ke s t he tru ct rev o s	I n F av ou r : __ ___	_ ___		A ins t g a	Ab sta in

2.Report on the Remuneration Policy and the Remuneration Paid pursuant to art. 123-ter of Legislative Decree no. 58/1998

2.1 Binding resolution on first section regarding to Remuneration Policy for the financial year 1 May 2021 - 30 April 2022;

Pro l o f t he Bo d f D ire to p os a ar o c	rs		ic k o nly T on e bo x	In Fa vo ur	Ag ins t a	A bs ta in
f c irc ta h ic h a kn in the t o f a te dm ts o d d it ion to the lu t ion bm itte d to the t ing ( ) I 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s u m ee
T ic k o nly bo on e x		Mo d i fy the ins tru ct ion ( fer s ex pre ss pre	) en ce
f irm ins ion s t he tru ct co n s	ins ion ke s t he tru ct rev o s	I n F av ou r : __ ___	_ ___		ins A t g a	in Ab sta

2.2 Not binding resolution on second section regarding to Remuneration Paid for the financial year 1 May 2020 - 30 April 2021.

Pro l o f t he Bo d f D ire to p os a ar o c	rs		ic k o nly T on e bo x	In Fa vo ur	ins t Ag a	bs ta in A
f c irc ic in f a it ion ion itte ing ( ) I ta h h a kn the t o te dm ts o d d to the lu t bm d to the t 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s u m ee
T ic k o nly bo on e x		Mo d i fy the ins tru ct ion ( fer s ex pre ss pre	) en ce
f irm ins ion s t he tru ct co n s	ins ion ke s t he tru ct rev o s	I n F av ou r : __ ___	_ ___		A ins t g a	Ab sta in

3. Appointment of the Board of Directors:

3.1 Determination of the number of members of the Board of Directors;

Pro l o f re lu t ion bm i t te d by t he ha ho l de I T H S.p A. p os a so su s re r			ic T k o nly on e bo x	In Fa vo ur	ins Ag t a	bs in A ta
I f c irc ta h ic h a kn in the t o f a te dm ts o d d it ion to the lu t ion bm itte d to the t ing ( 5 ) um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s u m ee
T ic k o nly bo on e x		Mo d i fy the ins tru ct ion ( fer s ex pre ss pre	) en ce
f irm s t he ins tru ct ion co n s	ke s t he ins tru ct ion rev o s	I n F av ou r : __ ___	_ ___		ins t A g a	Ab sta in
3. 2 te ina t ion f t he te f o f f ice f t he d f ire to De Bo D rm o rm o o ar o c rs;
f re ion i Pro l o lu t bm t te p os a so su	d by t he ha ho l de I T H S.p A. s re r		ic k o nly T on e bo x	In Fa vo ur	Ag ins t a	A bs ta in
f c irc h ic h a kn in the f a dm d d it ion the lu ion bm itte d the ing ( ) I ta t o te ts o to t to t 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s u m ee
T ic k o nly bo on e x		Mo d i fy the ins tru ct ion ( fer s ex pre ss pre	) en ce
f irm ins ion s t he tru ct co n s	ins ion ke s t he tru ct rev o s	I n F av ou r : __ ___	_ ___		A ins t g a	Ab sta in

3. 3 in tm t o f t he be Ap p o en m em	f t he d f ire to Bo D rs o ar o c rs
In d ica te t he be f t he ho l is t o ins t / a bs ta ine d w i t h r fe to l l t he l is ts n um r o c se n r a g a e re nc e a te d l is ts: Pre se n L is t 1: te d by ha ho l de I T H S.p A. p re se n s re r • is 2: d by Gr f s ha ho l de L t te p re se n a ou p o re rs •			T ic k o nly on e bo x	L is t No _ __	ins Ag t a	in A bs ta
f c irc h ic h a kn in the f a dm d d it ion the lu ion bm itte d the ing ( ) I ta t o te ts o to t to t 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s u m ee
T ic k o nly bo on e x		Mo d i fy the ins tru ct ion ( s ex pre ss	fer ) pre en ce
f irm ins ion s t he tru ct co n s	ins ion ke s t he tru ct rev o s	I n F av ou r : __ ___	_ ___		A ins t g a	Ab sta in
3. 4 Ap in tm t o f t he C ha irm p o en	f t he Bo d f D ire to an o ar o c rs;
l o f re lu t ion bm i t te Pro p os a so su	d by t he ha ho l de S.p I T H A. s re r		T ic k o nly on e bo x	In Fa vo ur	Ag ins t a	A bs ta in
f c irc ta h ic h a kn in the t o f a te dm ts o d d it ion to the lu t ion bm itte d to the t ing ( ) I 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s m ee u
ic T k o nly bo on e x		i fy ins ion ( Mo d the tru ct s ex pre ss	fer ) pre en ce
f irm s t he ins tru ct ion co n s	ke s t he ins tru ct ion rev o s	I n F av ou r : __ ___	_ ___		ins A t g a	in Ab sta
ina ion f 3. 5 De te t t he rm o re m un	ion f f t t he be t he Bo er a o m em rs o	f ire d D to ar o c rs.
Pro l o f re lu t ion bm i t te p os a so su	d by t he ha ho l de I T H S.p A. s re r		T ic k o nly on e bo x	In Fa vo ur	ins Ag t a	bs in A ta
I f c irc ta h ic h a um s nc es oc cu r w re	kn in the t o f a te un ow n o r ev en vo on	dm ts o d d it ion to the am en en r a s re so	lu t ion bm itte d to the s s u	t ing ( 5 ) m ee
ic k o nly bo T on e x		d i fy the ins tru ct ion ( Mo s ex pre ss	fer ) pre en ce
f irm s t he ins tru ct ion co n s	ke s t he ins tru ct ion rev o s	I n F av ou r : __ ___	_ ___		ins t A g a	Ab sta in

SESA S.p.A.

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

4. Au t ho isa t ion to ha d d isp f o d ina tre ha Re la te d d t re lu t ion r p urc se a n os e o r ry as ury s re s. an co ns eq ue n so s.
Pro l o f t he Bo d f D ire p os a ar o c	to rs		ic k o nly T on e bo x	In Fa vo ur	Ag ins t a	A bs ta in
f c irc ta h ic h a kn in the t o f a te dm ts o d d it ion to the lu t ion bm itte d to the t ing ( ) I 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s u m ee
T ic k o nly bo Mo d i fy the ins tru ct ion ( fer ) on e x s ex pre ss pre en ce
f irm s t he ins tru ct ion co n s	ke s t he ins tru ct ion rev o s	I n F av ou r : __	_		ins A t g a	in Ab sta

5. Appointment of the accounting firm for the financial years closed from 30 April 2023 to 30 April 2031. Related and consequent resolutions.

Pro l o f t he Bo d f D ire to ba d t he Bo d f Au d i to ' re d l p os a ar o c rs, se on ar o rs as on e p ro p os a			T ic k o nly on e bo x	In Fa vo ur	Ag ins t a	A bs ta in
f c irc ta h ic h a kn in the t o f a te dm ts o d d it ion to the lu t ion bm itte d to the t ing ( ) I 5 um s nc es oc cu r w re un ow n o r ev en vo on am en en r a s re so s s u m ee
ic i fy ins ion ( fer ) T k o nly bo Mo d the tru ct on e x s ex pre ss pre en ce
f irm s t he ins tru ct ion co n s	ke s t he ins tru ct ion rev o s	I n F av ou r : __ ___	_ ___		ins A t g a	Ab in sta

(Place and Date) *

-

(Signature)*

DIRECTORS' LIABILITY ACTION

In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Appointed Representative to vote as follows:

Tick only one box In Favour Against Abstain

-

(Place and Date) *

(Signature)

*

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

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

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

The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting, i.e., by 11:59 p.m. of 24 August 2021 ( on first call and of 25 August 2021 on second call), together with:

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

by one or other of the following two methods:

• i) transmission of an electronically reproduced copy (PDF) to the certified email address assemblee@pec.spafid.it (subject line "Proxy for SESA 2021 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
• ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Spafid S.p.A., Foro Buonaparte 10, 20121 Milan (Ref. "Proxy for SESA 2021 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to assemblee@pec.spafid.it (subject line: "Proxy for SESA 2021 Shareholders' Meeting")

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Spafid S.p.A. by email to the following address confidential@spafid.it or by phone at the following telephone numbers (+39) 02.80687319 – 02.80687335 (during open office hours from 9:00 a.m. to 5:00 p.m.).

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

Pursuant to Regulation EU 2016/679 (hereinafter "GDPR Regulation" or "GDPR") and current national legislation on data protection (hereinafter, together with GDPR, "Privacy Legislation"), Spafid S.p.A. with registered office in Milan, Via Filodrammatici 10 (hereinafter the "Company" or "the Controller") as data controller, is required to an information notice on the use of personal data.

a)Purpose of the processing and why your personal data is required

All personal data are processed, in compliance with legal provisions and privacy obligations, for activities strictly connected and necessary for the following purposes: (i) purposes that are strictly connected and functional to the execution of contractual obligations, arising from the mandate conferred by the Delegator (or his representative) to the Appointed Representative, concerning representation at the Shareholders' Meeting and the expression of the vote; (ii) purposes connected with law obligations, regulations, European laws, and instructions from competent Authorities or Supervisory and control or bodies. The provision of personal data for such purposes is mandatory. Failure to provide your data will make it impossible for the Company to allow the delegate to participate in the Shareholders' Meeting.

b) Legal ground

Legal ground is compliance with laws, execution of contractual obligations or express consent of the data subject.

c)Processing logics

The processing of your personal data will take place in compliance with the provisions of the Privacy Law, by means of paper, computer or telematic tools, with logic strictly related to the purposes indicated and, in any case, with methods suitable to guarantee security and confidentiality in accordance with the Privacy Law.

d)Categories of data processed

In relation to the purposes described above, the Company processes Your personal data (such as i.e. name, surname, address, telephone number, email address, date of birth, identity card, fiscal code, nationality).

e)Communication and dissemination of data

In order to achieve the purposes listed under letter a), Your personal data will be communicated to the Company employees acting as autorhized encharged of processing. Moreover, your data may be communicated to: a) other Group companies and to subjects that provide support services for the execution of the contract; b) the Issuer of financial instruments in relation to which proxy is conferred, for the fulfilments inherent to representation in the shareholders' meeting and the expression of the vote, the recording and updating of the shareholders' register; c) other subjects, in fulfilment of an obligation of law, regulation or Community legislation, or on the basis of provisions given by Authorities legitimated to do so by law or by supervisory and control bodies. A full and updated list of Group Companies and/or third parties that might receive Your personal data is available at www.spafid.it - "Privacy" section.

Your personal data might be transmitted outside the European Union only following an adequacy decision by the European Commission or in presence of adequate safeguards under Privacy Regulation (including binding corporate rules and standard data protection clauses).

Personal data processed by the Company are not subject to dissemination.

f)Data retention

In accordance with the principles of proportionality and necessity, personal data will be stored in a form that allows the data subject identification for a period of time not exceeding the achievement of the purposes for which they where processed, therefore taking into account:

• the need to continue to retain personal data collected for the purpose of offering the services agreed with the user or protecting the legitimate interest of the Controller, as described in the abovementioned purposes,

• the existence of specific regulatory or contractual obligations that require data processing and retention for specific periods of time. The Company adopts reasonable measures to guarantee that incorrect personal data are corrected or deleted.

g)Rights of the data subject

Data subjects have the right at any time to obtain from the Controller confirmation as to whether personal data concerning him or her are being processed, and to know the content and source, verify their accuracy or request their integration or update, or correction (artt. 15 and 16 of GDPR).Moreover, data subjects have the right to request erasure, restriction of processing, withdrawal of consent, data portability and to complain with the supervisory authority and to oppose themselves in any case, on legitimate grounds, to their processing (art. 17 et seq. of GDPR). These rights may be exercised by written communication accompanied by a valid identity document of the person concerned to be sent to: privacy_emittenti@spafid.it. The Controller, directly or through designated units, shall process your request and provide you, without undue delay, with the information on the action taken in respect of your request.

h)Controller and Data Protection Officer

The data controller is Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with Headquarters at 10, Via Filodrammatici, Milan. Spafid has designated the Group's Data Protection Officer as the Data Protection Officer. The Data Protection Officer may be contacted at the following addresses:

• DPO.mediobanca@mediobanca.com
• • dpomediobanca@pec.mediobanca.com

Società per Amministrazioni Fiduciarie " SPAFID" S.p.A.

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

We remind you that the data contained in the proxy model will be processed by the Company - Data Controller - to manage the Shareholders' Meeting operations, in compliance with current legislation on the protection of personal data. The same can be known by our collaborators specifically authorized to treat them, as managers or agents, for the pursuit of the aforementioned purposes; such data may be disseminated or communicated to specific subjects in order to meet an obligation of law, regulation or community legislation, or on the basis of provisions imparted by Authorities legitimated by law or by supervisory and control bodies; without the data indicated as mandatory (*) it will not be possible to allow the delegate to participate in the Meeting. The data will be processed for the period allowed by current civil, fiscal and administrative legislation, then deleted. The interested party has the right to know, at any time, which data are processed, their origin and how they are used, the logic applied in case of treatment carried out with with electronic instruments; it also has the right to have them updated, rectified, integrated, deleted, transformed into anonymous form or limit the processing that concerns them, in addition to the right to data portability, to lodge a complaint with the Supervisory Authority, to request its blocking and to oppose their processing, withdraw consent to processing, by contacting the Data Controller identified below, as established by the current legislation on the protection of personal data, exercising the rights referred to in articles 15 et seq. of the 2016/679 EU Regulation. In this regard, we inform you that the Data Controller is Sesa S.p.A. with registered office in Empoli (FI), via Piovola 138, VAT no. 07116910964, Tel. 0571.997444, PEC: sesaspa@pec.leonet.it; fax: 0571.997984. The Data Protection Officer is available at dpo@sesa.it. For any further information www.sesa.it

Legislative Decree no. 58/1998

Article 126-bis

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

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

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

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

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

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

Article 135-decies

(Conflict of interest of the representative and substitutes)

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

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

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

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

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

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

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

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

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

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

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

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

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

Civil Code

Art. 2393 (Directors liability action)

1. The liability action against the directors is started upon resolution of the meeting also when the company is in liquidation.

2. The resolution concerning the directors' liability can be adopted on the occasion of the discussion of the financial statements, although not indicated in the item of the agenda, when it concerns circumstances occurred in the same financial year.

3. The liability action can also be started upon resolution of the Supervisory Board adopted by two thirds of its members.

4. The action must be started within five years from the termination of office of the director.

5. The resolution concerning the directors' liability action implies the revocation from office of the directors against whom it is started, provided that it is approved by at least one fifth of the share capital. In this case the meeting provides for their replacement.

6. The company can waive the directors' liability action and can compromise, provided that the waiver and the settlement are expressly approved by the meeting and provided also that a minority of shareholders representing at least one fifth of the share capital does not vote against or, in case of issuers of financial instruments widely distributed among the public, at least one twentieth of the share capital or the different quantity provided for by the by-laws for the exercise of the directors' liability action pursuant to first and second paragraph of art. 2393-bis.

Decree Law no. 18 of 17 March 2020

(asconverted with modification by Law 24th April 2020 no. 27 and as extended by effect of art. 6, D.L. 105/2021)

Article 106 (Rules for the conduct of shareholders' meetings)

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

1. Paragraph 4 also applies to companies admitted to trading on a multilateral trading facility and to companies with shares widely distributed among the public. […] 7. The provisions of this Article shall apply to assemblies held within 31 December 2021.