Sesa — Proxy Solicitation & Information Statement 2023

Jul 28, 2023

PROXY FORM (1) pursuant to article 135-novies of Legislative Decree No. 58 of 24 February 1998

With reference to the Ordinary and Extraordinary Shareholders' Meeting of SESA S.p.A., to be held on August 28, 2023, at 10:00, in Empoli (FI), Via della Piovola, 138, on first call, and, if necessary, on August 29, 2023, on second call, at the same place and time, as indicated in the notice of call of the Shareholders' Meeting of July 28, 2023, published on the Company's website at www.sesa.it (section "Investors - Shareholders' Meetings"), and as an excerpt on the daily newspaper La Repubblica, on July 28, 2023 and

having read the Reports on the items on the Agenda made available by the Company,

with this form

I, the undersigned (2)

	Name ………………………… Surname …….…………….………….……………,
born in* …………………………………………………………	on*…………………………….
resident in ………………………………………	Address ………………………………………,
tax identification code*	………………………………………………………………………………….
ID document (copy enclosed)	……………………………………………….………………………….……
No. ………………………………………,

in quality of

(tick the box that interests you)

party with the right to vote related to No.* …………………… ordinary shares SESA S.p.A. in his/her capacity as (check whichever box applies) □ shareholder □ pledgee □ bearer □ usufructuary □ custodian □ manager □ other (specify) …………….………… legal representative or subject with appropriate representation powers of (name of the company entitled to vote3)* ………………………………..…………………..… registered office in* ……………………… tax identification code* …………………………………... (copy of the documentation of the powers of representation enclosed) with the right to vote related to No.* …………………… ordinary shares SESA S.p.A. in his/her capacity as (check whichever box applies)*: □ shareholder □ pledgee □ bearer

□ usufructuary □ custodian □ manager □ other (specify) …………….…………

^(*) Mandatory

¹ Every shareholder entitled to participate in the Meeting may appoint a representative by written proxy pursuant to the applicable laws, by signing this proxy form, to be issued to the person nominated and appointed by the entitled shareholder.

² Enter first name and surname of the a pointing party (as it appears in the copy of the notice for participation in the meeting as per Art. 83-sexies, TUF), or of the appointing party's legal representative.

³ Enter the name of the company as it appears in the copy of the notice for participation in the meeting as per Article 83 sexies of Legislative Decree No. 58 of 24 February 1998.

communication reference No. ………………………… (pursuant to Article 83-sexies of D.Lgs. 58/98)
supplied by the intermediary ………………………………………………… ABI ………… CAB …………

appoints

Mr/Mrs

Name* ………………………………………	Surname*	……………………………………………………….
Born in ………………………………………………………… on ……………………………………………
Residence …………………………………………………… Address ……………………………………… Tax
identification code …………………………………………………………………………………………….………

to participate and represent him/her/the company in the Ordinary and Extraordinary Shareholders' Meeting

with the right to be replaced by Mr/Ms 4:

Name* ………………………………………	Surname*	……………………………………………………….
Born in ………………………………………………………… on ……………………………………………
Residence …………………………………………………… Address ……………………………………… Tax
identification code …………………………………………………………………………………………….………

(Place and date) (Signature)

The undersigned also declares that the right to vote is exercised by the proxy holder (check whichever box applies) 5 6 :

__________________________ ________________________________

at his discretion without specific voting instructions given by the undersigned appointing

in compliance with specific voting instructions given by the undersigned appointing

(Place and date) (Signature)

__________________________ ________________________________

⁴ The representative may indicate one or more proxies for the representative. Replacement of a representative by a proxy who finds themselves in a situation of conflict of interest is permitted only if such proxy has been indicated by the shareholder.

⁵ It is pointed out that according to art. 118, c. 1, lett..c), Regulation adopted by CONSOB under resolution No. 11971/1999 as subsequently amended and integrated, the shareholdings which have to be considered, for the purposes of the communication obligations regulated by Article 120 of Legislative Decree No. 58 of 24 February 1998, are the equity interests include those shares, in relation to which "the right to vote is granted by virtue of a proxy, provided that such right may be exercised at the proxy holder's discretion, in the absence of specific instructions from the appointing party".

⁶ The proxy being granted to a representative in conflict of interests is permitted provided that such representative notifies the shareholder in writing regarding the conflict of interest, and issues specific voting instructions for each resolution in relation to which the representative is to vote on the shareholder's behalf (see Article 135-decies of Italian Legislative Decree 58/98).

Please note that, pursuant to Article 135-novies of the Italian consolidated finance act, "The representative may deliver or transmit a copy of the proxy, including a computer digital media copy, instead of the original, confirming that the copy is true to the original, and the identity of the principal. The representative shall keep the original proxy and keep trace of the voting instructions received, if any, for one year starting from the date of completion of the meeting".

The proxy may be sent to the Company by registered mail to the registered office in Empoli (FI), Via della Piovola, 138, or by electronic notification to the certified email address sesaspa@pec.leonet.it. The proxy may be conferred by means of an electronically signed document pursuant to current legislation.

PRIVACY STATEMENT

Pursuant to artt. 13 and 14 of European Regulation 2016/679 ("GDPR"), information notice related to personal data processing activity is provided.

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 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 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, by contacting the Data Controller identified below, as established by the current legislation on the protection of personal data. In this regard, we inform you that the Data Controller is: Sesa S.p.A. - Tel. 0571.900900, PEC: sesaspa@pec.leonet.it. The Data Protection Officer is available at dpo@sesa.it. Finally, the interested party has the right to withdraw consent to processing to his/her personal data by registered letter to the address at registered office, in Empoli (FI), Via Piovola, 138, or by electronic notification to the certified e-mail address sesaspa@pec.leonet.it.