Page 1 of 3 Explanatory report of the Board of Directors prepared in compliance with article 125 -ter of Legislative Decree no. 58 of February 24, 1998 (Consolidated Law on Finance or “TUF”), on the second item on the agenda of the Shareholders’ Meeting of Sesa S.p.A. convened for August 27, 2026, on first call and, if necessary, for August 28, 2026, on se cond call:
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, 2026 - April 30, 2027.
2.2. Non -binding resolution on the second part regarding paid considerations during the financial year May 1, 2025 - April 30, 2026.
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Dear Shareholders,
the Board of Directors of your Company has convened an Ordinary Shareholders Meeting to present the Report on the Remuneration Policy and on Considerations Paid of Sesa S.p.A. (“ Sesa ” or also the “Company ”) drawn up pursuant to articles 123 -ter TUF and 84 -quater Consob Regulation no.
11971/1999 (the “Issuers’ Regulation”), pursuant to Annex 3A Schedules 7 -bis and 7 -ter of said regulation, as amended.
You are reminded that, in compliance with art. 123 -ter, the Report on the Remuneration Policy and Considerations Paid is divided into the following sections:
I. the first Section clearly and comprehensibly outlines the Company’s policy on the remuneration of the members of the management body, of the general managers and, unless the articles of association provide otherwise, of the executives with strategic respon sibilities with reference to at least the following year, as well as of the members of the oversight body, together with the procedures used for the adoption and implementation of said policy. This section, in compliance with paragraphs 3 -bis and 3 -ter of art. 123 -ter TUF , is subject to the binding vote of the Shareholders’ Meeting unless the articles of association provide otherwise.
In particular, the Remuneration Policy:
(a) indicates how it contributes to the corporate strategy, the pursuit of long -term interests and the sustainability of the Company, and is determined in consideration of the remuneration and working conditions of the Company’s employees;
(b) defines the different components of remuneration that may be acknowledged. In the case of variable remuneration, it establishes clear, comprehensive and differentiated criteria for the acknowledgement of said remuneration, based on financial and non -financ ial performance targets, taking criteria relating to corporate social responsibility into account
where appropriate;
(c) specifies the elements of the policy which, under the exceptional circumstances indicated in art. 123 -ter, paragraph 3 -bis, of the TUF, may be temporarily waived, as well as the procedural conditions under which the waiver may be applied without prejudice to the provisions of Regulation no. 17221 of March 12, 2010, on related party transactions;
companies may limit the identi fication of procedural conditions to the procedures laid down in the aforementioned Regulation;
Page 2 of 3 II. the second Section clearly, comprehensibly and by name, in relation to the members of the Company’s boards of directors and statutory auditors and in aggregate form for the executives with strategic responsibilities:
(a) provides an adequate representation of each of the items constituting remuneration, including any procedures envisaged in the event of expiry of office or termination of employment, highlighting their consistency with the Company’s remuneration policy for the year of reference;
(b) analytically illustrates the remuneration paid during the year of reference, for any reason and in any form, by the Company and its subsidiaries, indicating any components of the aforesaid remuneration that refer to activities carried out in financial year s prior to the year of reference and also highlighting the remuneration to be paid in one or more subsequent years for activities carried out during the year of reference, indicating, where appropriate, an estimated value for components that cannot be obje ctively quantified during the year of reference;
(c) illustrates how the Company took into account the vote cast the previous year on the second section of the report.
This section is subject to the consultative vote of the Shareholders’ Meeting.
The Report on the Remuneration Policy and Considerations Paid also contains the disclosure requested pursuant to art. 84 -quater , paragraph 4 of the Issuers’ Regulations, on the investments held, in the Company and its subsidiaries, by the members of the boards of directors and statutory auditors, the general managers and other executives with strategic responsibilities, as well as by spouses who are not legally separated and minor children, directly or through subsidiaries, trust companies or third parties, resulting from the shareholders’ register, communications received and other information acquired by the same members of the b oards of directors and statutory auditors, the general managers and executives with strategic responsibilities.
The Report on the Remuneration Policy and Considerations Paid also includes the disclosure pursuant to article 84-bis, paragraph 5 of the Issuer’s Regulation on the allocation of shares in execution of the “Stock Grant Plan 2024 -2026 ” approved by the Ordinary Shareholders’ Meeting held on August 28, 2023 pursuant to Table no. 1 of schedule 7 of Annex 3A thereof.
We therefore invite you to express your:
(i) binding vote on the first Section of the Report on the Remuneration Policy and Considerations Paid concerning the Company’s policy on the remuneration of the members of the boards of directors and statutory auditors, the general managers and the executives with strategic
responsibilities;
(ii) consultative vote on the second Section of the Report on the Remuneration Policy and Considerations Paid concerning the representation of each of the items that make up the remuneration of said persons and the analytical presentation of the remunerations p aid out to them by the Company and by subsidiaries during the year ended on April 30, 2026.
The outcome of the vote will be made available to the public within the terms of law pursuant to the second paragraph of article 125 -quater of the TUF.
For further details, please see the Report on the Remuneration Policy and Considerations Paid drawn up pursuant to articles 123 -ter of the TUF and 84 -quater of the Issuers’ Regulation, which will be made available to the public at the company’s registered office, on the Company website www.sesa.it (“Investors -Shareholders’ Meetings ” section) and made available on the authorised storage
Page 3 of 3 mechanism at www.emarketstorage.com , at least 21 days before the date set for the Shareholders’ Meeting on first call, i.e. by August 6, 2026.
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In view of the above, we propose the adoption of the following resolutions:
2.1 Binding resolution on the first section regarding the remuneration policy for the financial year May 1, 2026 - April 30, 2027
“The Shareholders’ Meeting of Sesa S.p.A. meeting in an ordinary session:
- having examined the explanatory report of the Board of Directors;
- having examined the report on the remuneration policy and Considerations Paid, drawn up in compliance with articles 123 -ter of Legislative Decree 58/1998 (“TUF”) and 84 -quater of Consob Regulation 11971/1999 (the “Issuer’s Regulation”);
resolves
- to approve, pursuant to and for the purposes of art. 123 -ter, paragraphs 3 -bis and 3 -ter, of the TUF, the first section of the Report on the Remuneration Policy for the period from May 1, 2026 to April 30, 2027 and Considerations Paid from May 1, 2025 to April 30, 2026, drawn up by the Board of Directors pursuant to art. 123 -ter, paragraph 3, of the TUF”.
2.2 Non-binding resolution on the second section regarding paid considerations during the financial year May 1, 2025 - April 30, 2026
“The Shareholders’ Meeting of Sesa S.p.A. meeting in an ordinary session:
- having examined the explanatory report of the Board of Directors;
- having examined the report on the remuneration policy and Considerations Paid, drawn up in compliance with articles 123 -ter of Legislative Decree 58/1998 (“TUF”) and 84 -quater of Consob Regulation 11971/1999 (the “Issuer’s Regulation”);
resolves
- pursuant to and for the purposes of art. 123 -ter, paragraph 6, TUF and by non -binding resolution, to approve the second Section of the Report on the Remuneration Policy for May 1, 2026 to April 30, 2027 and on Considerations Paid from May 1, 2025 to April 30, 2026, drawn up by the Board of Directors pursuant to art. 123 -ter, paragraph 4, of the TUF ”.
*** Empoli (FI), July 24, 2026
On behalf of the Board of Directors The Chairman, Paolo Castellacci