Sesa — Proxy Solicitation & Information Statement 2024

Jul 19, 2024

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

and to Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency of COVID-19" ("Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Article 11, paragraph 2, of Law no. 21 of 5 March 2024, containing measures to support the competitiveness of capital and delegation to the Government for the organic reform of provisions concerning capital markets contained in the consolidated text of Legislative Decree no. 58 of 24 February 1998, and provisions concerning capital companies contained in the Civil Code applicable also to issuers.

In accordance with Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 (the "Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by virtue of Article 11, paragraph 2, of Law n. 21 of 5 March 2024, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned "Cura Italia" Decree, the Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form

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

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

With reference to the Ordinary and Extraordinary General Meeting of SESA S.p.A. to be held in Empoli (FI), via della Piovola, 138 on 28 August 2024, at 10:00 a.m., first call, and, if necessary, on second call on 29 August 2024 at the same place and time, as set forth in the notice of the shareholders' meeting published on the Company's website at https://www.sesa.it in the section "Investors - Shareholders' Meetings" on 19 July 2024 and, as an extract, in the daily newspaper "La Repubblica" and having regard to the Reports on the items on the Agenda made available by the Company with this

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form

I, the undersigned (party signing the proxy)	(Name and Surname) (*)
Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
Resident in (*)	Address (*)
Phone No. (**)	Email (**)
Valid ID document (type) (*) (to be enclosed as a copy)	Issued by (*)	No. (*)

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

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

shareholder with the right to vote   pledge 	OR IF DIFFERENT FROM THE legal representative or subject with subject with power of sub-delegation bearer  usufructuary  custodian  manager 	SHARE HOLDER (copy of the documentation of the powers of representation to be enclosed) other (specify) ………………………………………………………………………………………………
	Name Surname / Denomination (*)
(complete only if the shareholder is different from the	Born in (*)	On (*)	Tax identification code or other identification if foreign (*)
proxy signatory)	Registered office / Resident in (*)
Related to
		Registrated in the securities account (1)	n. ___ at the custodian _ ABI _ CAB __
No. (*) _____ ordinary shares ISIN shares IT0004729759	referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. _____ Supplied by the intermediary: _______
	n. (*) ______ multiple vote shares ISIN shares IT0005421927	Registrated in the securities account (1) referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) Supplied by the intermediary: _________	n. ___ at the custodian _ ABI _ CAB __		(2) No. _________

DELEGATES/SUBDELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

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

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

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

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

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) * (

Signature) *

SESA S.p.A. PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)(3) __________________________________________________________________________________________________________

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

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary and Extraordinary General Meeting of SESA to be held in Empoli (FI), via della Piovola, 138 on 28 August 2024, at 10:00 a.m. on first call, and, if necessary, on second call on 29 August 2024 at the same place and time,

RESOLUTIONS SUBJECT TO VOTING

Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.

Ordinary Part

1 Integrated financial statements of Sesa S.p.A. as of April 30, 2024 and relevant reports by the Board of Directors and the Independent Auditors:

1.1 Approval of the integrated financial statements as of April 30, 2024; presentation of the consolidated integrated financial statements as of April 30, 2024;

SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

1.2 Allocation of the profit for the year.
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

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

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

2.1 Binding resolution on the first part regarding the remuneration policy for the financial year May 1, 2024 - April 30, 2025;
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

2.2 Non-binding resolution on the second part regarding paid considerations during the financial year May 1, 2023 - April 30, 2024.
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

3 Authorisation to purchase and dispose of ordinary treasury shares. Pertinent and consequent resolutions.
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

4 Appointment of the Board of Directors, after determining the number of its members and their term; determination of compensation. Pertinent and consequent resolutions:

4.1 determination of the number of members of the Board of Directors;
SECTION A Tick only one box: Proposer: _____	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

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

4.2 determination of the term of office of the Board of Directors;
SECTION A Tick only one box: Proposer: _____	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

4.3 appointment of the members of the Board of Directors;
Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines.
SECTION A Indicate the number of the chosen list or against / abstained with reference to all the lists	List no._	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

4.4 appointment of the Chairman of the Board of Directors;
SECTION A Tick only one box: Proposer: _____	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

4.5 determination of the compensation of the members of the Board of Directors.
SECTION A Tick only one box: Proposer: _____	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

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

Extraordinary Part

1 Amendments to Articles 11, 12, 19, and 23 of the Articles of Association: proposal to hold Shareholders' Meetings and meetings of the Board of Directors and the Management Control Committee exclusively online; amendment to art. 12 of the Articles of Association: proposal to introduce the possibility of holding Shareholders' Meetings with exclusive participation of the appointed representative; further amendments to articles 17 and 23 of the Articles of Association; deletion of art. 29 of the Articles of Association. Pertinent and consequent resolutions.

SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

2 Amendment of art. 7 of the Articles of Association: proposal to amend the matters to which the increased voting right applies. Pertinent and consequent resolutions.
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

3 Proposal to increase the increased voting rights, pursuant to art. 127-quinquies, paragraph 2, TUF (amendment to art. 7 of the Articles of Association). Pertinent and consequent resolutions.
SECTION A Vote for the proposal of the Board of Tick only one box: Directors	In Favour	Against	Abstain
SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory	 confirms the instructions	 revokes the instructions	Modify the instructions:  In favour ______  Against  Abstain

(Place and Date) * (

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

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 Designated Representative to vote as follows:	In Favour	Against	Abstain
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(Place and Date) * (

Signature)

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

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

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

• (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
• (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
• (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

___________________________________________________________________________________________________________________________________________________________________

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

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

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

by one of the following alternative methods:

• i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line "Proxy for Sesa 2024 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
• ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for Sesa 2024 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail RD@pec.euronext.com (subject line: "Proxy for Sesa 2024 Shareholders' Meeting")

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

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.com or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

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

Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com

SESA's privacy policy: 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 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 della Piovola n. 138, VAT no. 07116910964, Tel. 0571.900900, PEC: sesaspa@pec.leonet.it. The Data Protection Officer is available at dpo@sesa.it. For any further information www.sesa.it.