Report on Remuneration Policy and Compensation Paid

Sesa S.p.A.

Report on the Remuneration Policy and Paid Considerations prepared pursuant to Article 123 -ter of Legislative Decree 58/1998, as amended from time to time, and Article 84 -

quater of Consob Regulation 11971/1999, as amended from time to time

Approved by the Board of Directors on July 16, 2026

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GLOSSARY

Directors : the members of the Board of Directors.

Shareholders’ Meeting : the meeting of the Company’s shareholders.

Italian Civil Code : the Italian Civil Code, the text of which was approved by Royal Decree No. 262 of March 16, 1942, as amended and supplemented from time to time.

Corporate Governance Code : the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria, applicable as of the first financial year beginn ing after December 31, 2020 and, in the case of Sesa, therefore as of May 1, 2021.

Management Control Committee : the Management Control Committee appointed by the Board of Directors on August 28, 2024 pursuant to Article 2409 -octiesdecies of the Italian Civil Code, which exercises the powers and functions assigned to it under applicable law and the Corporate Governance Code, given the Company’s adoption of a one -tier management and control system with a management control committee. The Co mmittee, which is internal to the Board of Directors, is composed of three Directors possessing the integrity and professionalism requirements set out in the Articles of Association and the independence requirements referred to in Article 2409 -septiesdecies .

Appointments and Remuneration Committee : the appointments and remuneration committee established as described in paragraph (b) of Section I of the Report.

Board or Board of Directors : the Board of Directors of the Issuer.

Listing Date : the date as of which the Issuer’s ordinary shares and warrants were admitted to trading on the Mercato Telematico Azionario (now Euronext Milan) organised and managed by Borsa Italiana S.p.A., namely October 22, 2013.

Executives with Strategic Responsibilities of the Company : the “executives with strategic responsibilities” as defined in the Appendix to the Related Parties Regulation.

Year : the financial year to which the Report refers, i.e., given that the Company’s financial year ends on April 30 of each year, the period from May 1, 2025 to April 30, 2026.

Group : the Group headed by Sesa.

Instructions on Stock Exchange Regulations : the Instructions to the Regulation of the Markets organised and managed by Borsa Italiana S.p.A. (as amended from time to time).

Remuneration Policy and Paid Considerations : the remuneration policy and paid considerations described in this Report.

Welfare Programme : initiatives aimed at the well -being and work -life balance of Sesa Group employees.

Regulation of the Appointments and Remuneration Committee : the rules of operation of the Appointments and Remuneration Committee adopted on December 23, 2013 and, most recently, amended on July 18, 2023.

Stock Exchange Regulations : the Regulation of the Markets organised and managed by Borsa Italiana S.p.A. (as amended from time to time).

Issuers’ Regulation : Consob Regulation No. 11971 of May 14, 1999, as amended from time to time.

Related Parties Regulation : Consob Regulation No. 17221 of March 12, 2010 on related party transactions, as amended from time to time.

Report on the Remuneration Policy and Paid Considerations : this report, which the Company is required to prepare pursuant to Article 123 -ter of the TUF.

Sesa, Issuer or Company : Sesa S.p.A., i.e. the issuer of listed shares to which the Report refers.

3 TUF : Legislative Decree No. 58 of February 24, 1998 (the so -called “Consolidated Law on Finance”), as amended from time to time.

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REPORT ON THE REMUNERATION POLICY AND PAID CONSIDERATIONS

This Report on the Remuneration Policy and Paid Considerations has been prepared pursuant to Article 123 -ter of the TUF, as amended from time to time, and Article 84 -quater of the Issuers’ Regulation, as amended from time to time, and has been drafted in accordance with Annex 3A, Schedule 7 -bis and Schedule 7 -ter of the Issuers’ Regulation.

The Report on the Remuneration Policy and Paid Considerations is divided into the following sections:

- Section I clearly and comprehensibly describes Sesa’s policy on the remuneration of Directors and of the Company’s Executives with Strategic Responsibilities, with reference to at least the following financial year (the “ Remuneration Policy ”), as well as the procedures used for the adoption and implementation of that policy. In particular, on the basis of Article 84 -quater , paragraph 2 -bis, of the Issuers’ Regulation, Section I of the Remuneration Policy:

(a) indicates how it contributes to the corporate strategy, the pursuit of the Company’s long -term interests and sustainability, and how it is determined taking into account the pay and working conditions of the Company’s

employees;

(b) defines the various components of remuneration that may be awarded. Where variable remuneration is awarded, it sets out clear, comprehensive and differentiated criteria for the award of such remuneration, based on financial and non -financial performance objectives, taking into account, where relevant, criteria relating to corporate social responsibility;

(c) specifies the elements of the policy from which, in the presence of the exceptional circumstances referred to in Article 123 -ter, paragraph 3 -bis, of the TUF, temporary derogations may be made, and the procedural conditions under which, without prejudice to the provisions of the Related Parties Regulation, the derogation may be applied; companies may limit the identification of the procedural condi tions to the procedures set out in the aforementioned Related Parties Regulation;

- Section II clearly and comprehensibly describes the compensation attributed by name to the Directors and, in aggregate form, the compensation attributed to Sesa’s Executives with Strategic Responsibilities. In particular, pursuant to Article 123 -ter, paragraph 4, of the TUF, Section II:

(a) provides an adequate representation of each of the items making up remuneration, including any severance or termination arrangements, highlighting their consistency with the Company’s remuneration policy for the

Year;

(b) analytically describes the paid considerations during the Year, on any grounds and in any form, by the Company and by its subsidiaries, indicating any components of such compensation attributable to activities carried out in financial years prior to the Ye ar and highlighting, in addition, compensation to be paid in one or more subsequent financial years in consideration of activities carried out during the Year, where applicable indicating an estimated value for components that cannot be objectively quantif ied during the Year;

(c) describes how the Company has taken into account the vote expressed in the previous year on the second section of the report on the remuneration policy and paid considerations.

In addition, the Report contains:

(a) information on the shareholdings held in Sesa and in its subsidiaries by the members of the Board of Directors and by the other Executives with Strategic Responsibilities of the Company, as well as by spouses not legally separated and by minor children, di rectly or through subsidiaries, trust companies or third parties, as resulting from the shareholders’ register, notices received and other information obtained by the members of the Board of Directors and the Executives with Strategic Responsibilities them selves, in accordance with Article 84 -

quater , paragraph 4, of the Issuers’ Regulation and the criteria set out in Annex 3A, Schedule 7 -ter of the

Issuers’ Regulation;

(b) data relating to the financial instruments awarded in implementation of plans approved pursuant to Article 114 -

bis of the Consolidated Law on Finance, pursuant to Article 84 -bis, paragraph 5, of the Issuers’ Regulation.

5 Pursuant to Article 123 -ter, paragraphs 3 -bis and 3 -ter, of the TUF, the Remuneration Policy, once examined and approved by the Board of Directors, is submitted to a vote of the Shareholders’ Meeting also convened to approve the financial statements for the Year, with a binding vote unless the Articles of Asso ciation provide otherwise, while, with regard to Section II of the Report, pursuant to Article 123 -ter, paragraph 6, of the TUF, the Board of Directors, having examined and approved that section, also submits it to a vote of the aforementioned Shareholders’ Meeting, it being understood that the vote on Section II of the Report is not binding.

It is recalled that the Company is organised according to the one -tier management and control system with a management control committee referred to in Articles 2380 and 2409 -septiesdecies et seq. of the Italian Civil Code and therefore operates through a Board of Directors, some members of which are also members of the Management Control Committee.

SECTION I

This Section I of the Report on the Remuneration Policy and Paid Considerations describes the essential lines of the Remuneration Policy adopted by the Company, which sets out the aims pursued and the principles and guidelines followed by the Company (and, to the extent applicable, the Group) in determining and monitoring the application of the remuneration practices for Directors (including in their capacity as members of the Management Control Committee) and for Executives with Strategic Responsibilities.

The Remuneration Policy was prepared on the basis of strategic guidelines defined by the Board of Directors, as part of a detailed analysis and evaluation process carried out with the support of the Appointments and Remuneration Committee and the relevant corporate functions. The Remuneration Policy was approved by the Board of Directors at its meeting on July 16, 2026, on a proposal from the Appointments and Remuneration Committee.

The Remuneration Policy is prepared, in addition to pursuant to applicable law, also pursuant to Article 5 of the Corporate Governance Code, as well as pursuant to and for the purposes of the Related Parties Regulation and Article 9 of the internal procedu re called the “Related Party Transactions Procedure” adopted by the Board of Directors and most recently amended on July 16, 2026 (the “ Related Parties Procedure ”).

In accordance with the Related Parties Regulation, as implemented in the Related Parties Procedure - available on the Company’s website www.sesa.it, in the “Governance” section - submitting a report describing the Remuneration Policy to the approval of the Shareholders’ Meeting exempts the Company from applying the aforementioned procedure to resolutions of the Board of Directors on the remuneration of Directors holding particular offices and of Executives with Strategic Responsibilities, provided that such remuneration is awarded in accordance with the Remuneration Policy and quantified on the basis of criteria that do not involve discretionary assessments.

It should also be noted that, since the Issuer is listed on the Euronext STAR Milan segment, in accordance with Article 2.2.3, paragraph 3, letter o) of the Stock Exchange Regulations, applicable only to issuers holding STAR qualification, the remuneration of directors is governed in compliance with the principles and recommendations Nos. 25, 26, 27(a), 27(c), 29 and 31 set out in Article 5 of the Corporate Governance Code.

In this regard, it is also recalled that, pursuant to Article IA.2.10.1 of the Instructions on Stock Exchange Regulations, in order to obtain (and therefore maintain) STAR qualification, it is necessary that a significant part of the remuneration of execut ive Directors, general managers and other Executives with Strategic Responsibilities be linked, including through compensation plans based on financial instruments or profit -sharing schemes, to the economic results achieved by the Issuer and/or to the achi evement of specific pre -set objectives that are not exclusively short -term.

a) Bodies or persons involved in the preparation, approval and any review of the remuneration policy, specifying their respective roles, as well as the bodies or persons responsible for the correct implementation of that policy The remuneration of Directors is determined by the Shareholders’ Meeting. Pursuant to Article 17 of the Articles of Association, the Shareholders’ Meeting may determine an aggregate amount for the remuneration of all Directors, including those holding part icular offices, to be allocated by the Board in accordance with the law. Directors are entitled to reimbursement of expenses incurred in the performance of their duties.

The main persons and bodies involved in the preparation and approval of the Remuneration Policy are the Shareholders’ Meeting, the Board of Directors and the Appointments and Remuneration Committee.

Board of Directors

6 The Board of Directors:

(a) establishes an Appointments and Remuneration Committee within itself;

(b) defines the Remuneration Policy, on a proposal from the Appointments and Remuneration Committee;

(c) in accordance with the Remuneration Policy, determines the remuneration of Directors holding particular offices (including that of member of the Management Control Committee), within the aggregate compensation that may have been determined by the Sharehold ers’ Meeting pursuant to and in the manner set out in Article 2389, paragraph 3, of the Italian Civil Code, having consulted the Appointments and Remuneration Committee;

(d) approves the Report on the Remuneration Policy and Paid Considerations to be submitted for approval to the Shareholders’ Meeting, pursuant to Article 123 -ter of the TUF and Article 84 -quater of the Issuers’ Regulation;

(e) prepares any remuneration plans based on shares or other financial instruments intended for directors, employees and collaborators, including Executives with Strategic Responsibilities, and submits them for approval to the Shareholders’ Meeting pursuant to Article 114 -bis of the TUF, and oversees their implementation.

Appointments and Remuneration Committee It is recalled that, at the Board meeting of July 18, 2023, the Board of Directors resolved to establish an “Appointments Committee”, assigning it the functions set out in the Corporate Governance Code and also deciding to merge it with the already establi shed Remuneration Committee. As of the aforementioned meeting of July 18, 2023, the Remuneration Committee therefore took on the name “Appointments and Remuneration Committee”.

It is specified that the information below concerns only the functions assigned to the Appointments and Remuneration Committee in relation to remuneration matters.

For the composition, competencies, operating procedures and activities carried out by the Appointments and Remuneration Committee in relation to remuneration matters, reference is made to paragraph b) below.

Shareholders’ Meeting

With regard to remuneration, the Shareholders’ Meeting:

(a) determines the compensation of the members of the Board of Directors pursuant to Article 2364, paragraph 1, No. 3), of the Italian Civil Code, as well as pursuant to Article 2389, paragraph 3, of the Italian Civil Code and Article 17 of the Articles of Ass ociation;

(b) casts a binding vote on Section I of the Report on the Remuneration Policy and Paid Considerations approved by the Board of Directors, following evaluation and approval by the Appointments and Remuneration Committee, pursuant to Article 123 -ter of the TUF;

(c) casts a non -binding, advisory vote on Section II of the Report on the Remuneration Policy and Paid Considerations approved by the Board of Directors, following evaluation and approval by the Appointments and Remuneration Committee, pursuant to Article 123 -ter of the TUF;

(d) resolves on any compensation plans based on financial instruments intended for Directors, employees or collaborators not bound to the Issuer by employment relationships, pursuant to Article 114 -bis of the TUF.

b) Any involvement of a remuneration committee or other competent committee, describing its composition (distinguishing between non -executive and independent directors), competencies and operating procedures, and any further measures to avoid or manage confli cts of interest The Company’s current Board of Directors has established within itself an appointments and remuneration committee (the “ Appointments and Remuneration Committee ”).

Pursuant to Article IA 2.10.1, paragraph 2, of the Instructions on Stock Exchange Regulations, it is noted that, in accordance with Article 2.2.3, paragraph 3, letter o) of the Stock Exchange Regulations, applicable only to issuers holding STAR qualificati on, the Appointments and Remuneration Committee is composed of non -executive Directors, a majority of whom are independent, and is chaired by an independent director, in accordance with recommendation No. 26 of the Corporate Governance Code.

7 In particular, following the renewal of the Company’s governing bodies by the Shareholders’ Meeting of August 28, 2024, the Board of Directors of the Issuer, at its meeting held on the same date, appointed, until the approval of the financial statements fo r the year ending April 30, 2027, as members of the Appointments and Remuneration Committee the Directors Angela Oggionni (non -executive and independent Director, acting as Chair of the Committee), Giovanna Zanotti (non -executive and independent Director) and Claudio Berretti (non -executive Director).

It is further noted that, in the opinion of the Issuer’s Board of Directors, all members of the Appointments and Remuneration Committee are recognised as possessing adequate knowledge and experience in financial or remuneration matters, as assessed by the Board of Directors at the time of the appointment of the members of the Appointments and Remuneration Committee, pursuant to and for the purposes of recommendation No. 26 of the Corporate Governance Code.

In accordance with recommendation No. 26 of the Corporate Governance Code, no Director takes part in meetings of the Appointments and Remuneration Committee at which proposals concerning their own remuneration are put to the Board of Directors.

Functions assigned to the Appointments and Remuneration Committee

The Appointments and Remuneration Committee is a body that, with regard to remuneration matters, performs investigative, proposing and advisory functions, with the task of assisting the Board in developing the remuneration policy.

The establishment of this Committee ensures the widest information and transparency regarding the compensation due to executive Directors, as well as the methods used to determine it. It is nevertheless understood that, in accordance with Article 2389, par agraph 3, of the Italian Civil Code, the Appointments and Remuneration Committee performs only investigative, proposing and advisory functions, while the power to determine the remuneration of Directors holding particular offices remains in any case with t he Board of Directors.

Pursuant to the resolution of the Board of Directors of June 25, 2013 and the Regulation of the Appointments and Remuneration Committee, as well as in accordance with Article 2.2.3, paragraph 3, letter o) of the Stock Exchange Regulations, applicable only to issuers holding STAR qualification, the Appointments and Remuneration Committee is assigned, in addition to what is provided for in the Remuneration Policy, the tasks set out in the principles and recommendation No. 25 of the Corporate Governance Code, and in particular the task of:

(a) assisting the Board of Directors in developing the remuneration policy;

(b) periodically assessing the adequacy and overall consistency of the remuneration policy for Directors and top

management;

(c) submitting proposals or expressing opinions to the Board of Directors on the remuneration of executive Directors and other Directors holding particular offices, as well as on setting the performance targets related to the variable component of such remuner ation;

(d) monitoring the practical application of the remuneration policy, in particular by verifying the actual achievement of performance targets.

Regulation of the Appointments and Remuneration Committee, as last adopted by the Board on July 18, 2023 In accordance with recommendation No. 17 of the Corporate Governance Code, in carrying out its functions the Appointments and Remuneration Committee has the right to access the information and corporate functions necessary to perform its tasks, as well as to engage external consultants with expertise in remuneration policy, having first verified that they are not in situations that would compromise their independence of judgement.

Pursuant to the Regulation of the Appointments and Remuneration Committee, the Chair of the Committee is responsible for planning and coordinating the Committee’s activities, chairing and directing its meetings, representing the Committee at Board of Direc tors meetings, and may also sign, on behalf of the Committee, the opinions and any reports to be submitted to the Board of Directors. If the Chair is absent or unable to act, they are replaced in all their duties by the oldest member of the Committee.

Pursuant to the aforementioned Regulation of the Appointments and Remuneration Committee, the Committee meets as often as necessary to carry out its functions, at least once a year, or whenever the Chair considers it appropriate, includin g at the request o f one or more of its members.

8 Meetings are called by the Chair, or by whoever acts in their place, by any means suitable to ensure that all members are fully informed, including advance notice by telephone or e -mail, at least two working days before the date set for the meeting, except in cases of urgency, in which shorter notice is permitted. Notice of the meeting must also be given to the Chair of the control body.

Meetings of the Committee are held - including by audio and/or video conference - at the registered office or elsewhere, and are chaired by the Chair or, in the event of their absence or inability to act, by the oldest member of the Appointments and Remune ration Committee.

For meetings to be valid, the presence of a majority of the members is required, and resolutions are adopted by an absolute majority of those present. Meetings of the Appointments and Remuneration Committee are regularly minuted. The Chair informs the Boar d of Directors of the resolutions adopted by the Committee at the first available meeting.

With regard to the minuting of meetings and the procedures for managing information to the Directors who make up the Appointments and Remuneration Committee, the Regulation of the Appointments and Remuneration Committee apply and, to the extent compatible, also the Regulations on the operation of the Board of Directors (for which reference is made, respectively, to paragraphs 7.2 and 4.4 of the Report on Corporate Governance and Ownership Structure s).

Members of the Management Control Committee may attend the meetings of the Appointments and Remuneration Committee. At the invitation of the Chair, other persons who are not members may also attend Committee meetings in relation to specific items on the ag enda, where their contribution is considered useful by the Chair.

A participant who has an interest, on their own behalf or on behalf of others, in the subject matter of a resolution must disclose this to the Appointments and Remuneration Committee and abstain from voting on it, it being understood that no director takes part in meetings of the Appointments and Remuneration Committee at which proposals concerning their own remuneration are put to the Board of Directors.

During the Year, the Appointments and Remuneration Committee met once, on July 11, 2025.

The meeting of the Appointments and Remuneration Committee was coordinated by its Chair and regularly minuted. The Chair informed the Board of Directors of the resolutions adopted by the Appointments and Remuneration Committee at the first available meetin g.

The meeting lasted approximately 40 minutes.

For the attendance rate of each Director at meetings of the Appointments and Remuneration Committee, reference is made to the table entitled “Structure of the Board committees at the end of the Year” set out in paragraph 6 of the Report on Corporate Govern ance and Ownership Structure, prepared pursuant to Article 123 -bis of the TUF.

For the financial year from May 1, 2026 to April 30, 2027, at least one further meeting of the Appointments and Remuneration Committee is planned, in addition to those already held on May 29, 2026 and July 14, 2026.

During the Year, the activities carried out by the Appointments and Remuneration Committee focused mainly on overseeing the remuneration policy for the Company’s Directors and Executives with Strategic Responsibilities, to be submitted for approval to the Company’s Board of Directors.

The Appointments and Remuneration Committee also took note of the following activities carried out by the Group’s Human Resources department:

(a) Group corporate Welfare Programme and human resources retention;

(b) Review of staffing levels, and development and selection of the Group’s human capital;

(c) Development of the certification system of the Issuer and Group companies;

(d) Remuneration policy benchmarking;

(e) Development of the Group’s sustainability.

During the Year, the CEO took part in meetings of the Appointments and Remuneration Committee, at the invitation of the Chair in light of the various items on the agenda, and, following notice to the CEO, the Heads of the HR and Compliance functions also t ook part.

9 In carrying out its activities, the Appointments and Remuneration Committee had the opportunity to access the information and corporate functions necessary to perform its tasks, involving, in particular, the Group’s human resources department. No financial resources were allocated to the Appointments and Remuneration Committee, as it makes use, in carrying out its tasks, of the Issuer’s resources and structures.

c) How the Company has taken into account the pay and working conditions of its employees in determining the remuneration policy In defining the Remuneration Policy, the Company took into account the working conditions of its employees, including in terms of the application of the corporate Welfare Programme and staff retention data compared with benchmark values for comparable comp anies in terms of size and activity. Integrity, responsibility and transparency are the drivers adopted in the Group’s remuneration approach, reflected in matters such as attention to employees and the sustainability of its premises in terms of environment al impact and the supply chain.

In determining the Remuneration Policy, the Company’s medium - to long -term strategic direction was also taken into account, in order to ensure the attraction and retention of all key roles with the characteristics and skills needed to guarantee value creat ion for all stakeholders.

d) The name of any independent experts involved in the preparation of the remuneration policy In defining the Remuneration Policy, the Company did not make use of independent experts, although it did make use of benchmarking analyses prepared by independent organisations.

e) The aims pursued by the remuneration policy, the principles underlying it, its duration and, in the event of a review, a description of the changes compared with the remuneration policy most recently submitted to the Shareholders’ Meeting and of how such r eview takes into account the votes and assessments expressed by shareholders during that Meeting or subsequently The Remuneration Policy sets out the aims pursued and the principles and guidelines followed by the Group in determining and monitoring the application of remuneration practices for Directors (including in their capacity as members of the Management Contro l Committee) and for Executives with Strategic Responsibilities.

Sesa’s Remuneration Policy for the financial year from May 1, 2026 to April 30, 2027 has as its main aim the alignment of management’s interests with those of the Company and its shareholders over the medium to long term, and is designed to pursue the Comp any’s sustainable success. The Remuneration Policy also contributes to the corporate strategy and aims to promote the sustainability values of the Company’s business.

With these aims in mind, the Remuneration Policy is designed to ensure an overall pay structure capable of recognising the managerial value of the persons involved and their contribution to corporate growth in relation to their respective skills and functi ons, in such a way as to attract, retain and motivate persons with the skills and professional qualities required to successfully manage the Company.

In particular, the Remuneration Policy is based on the following guiding principles with regard to the remuneration of the Chairman, the executive Directors and the Executives with Strategic Responsibilities of Sesa:

(a) remuneration is based on individual and Group performance, ensuring an appropriate balance between individual and Group objectives;

(b) the incentive system for Executives with Strategic Responsibilities recognises a balance between the fixed and variable components that is appropriate and consistent with the Company’s strategic objectives and risk management policy, taking into account th e characteristics of the business and the sector in which it operates, while in any case ensuring that the variable component, including the share -based incentive plan concerning the Chairman of the Board of Directors and the executive Directors, represent s a significant part of overall

remuneration;

(c) the fixed component of remuneration is set taking into account the skills and responsibilities of the office/role held by the person concerned and, as a matter of principle, is sufficient to remunerate the person’s performance should the variable component not be paid due to failure to achieve the assigned objectives;

(d) the variable component of remuneration - for which maximum limits are set - is linked to the achievement of Group corporate performance objectives which are (i) set within a time frame designed to contribute to value

10 creation consistent with the Group’s business development strategies; (ii) verifiable ex post; (iii) assigned to the person concerned in consideration of the office/role held within the Company and therefore graduated, where appropriate, also in relation t o the specific qualitative outcome, taking into account the skills, duties and

responsibilities assigned;

(e) the performance objectives to which the payment of variable remuneration components is linked are predetermined, measurable and linked to a significant extent to a long -term time horizon. They (i) are consistent with the Company’s strategic objectives and (ii) are designed to promote its sustainable success, also including non-financial parameters, in particular relating to ESG performance;

(f) remuneration and its evolution must be economically sustainable, and must therefore encourage management to take on business risks consistent with the Group’s overall strategy and with the risk profile defined by the Board

of Directors;

(g) a significant part of the variable remuneration component made up of the share -based incentive plan vests over multi -year periods (vesting period), consistent with the characteristics of the business and the associated risk

profiles;

(h) part of the variable remuneration component made up of the share -based incentive plan is paid with a deferral period relative to the time when the objectives for the multi -year periods are verified, subject to the occurrence of further suspensive condition s.

In addition, in order to have persons with adequate skills and professionalism, the remuneration of Directors, both executive and non -executive (including in their capacity as members of the Management Control Committee), is defined taking into account rem uneration practices common in the relevant sectors and for companies of comparable size, also considering comparable foreign experiences.

With regard to members of the Management Control Committee, the remuneration of Directors who are members of that body consists exclusively of an additional fixed component to their compensation as Directors, and is determined by the Board of Directors upo n their appointment, having consulted the Appointments and Remuneration Committee, with a possible increase where the Director holds the office of Chair of the Management Control Committee.

Compared with the remuneration policy most recently submitted to the Shareholders’ Meeting, the Remuneration Policy includes the following changes: (i) elimination of the possibility of paying the Chairman of the Board of Directors medium - to long -term var iable compensation; (ii) elimination, in the event the Company carries out transactions of particular exceptional nature due to their strategic significance and/or their effects on the results of the Company and/or the Group, of the possibility of awarding specific bonuses to executive Directors and to Directors holding special assignments strictly related to their specific contribution to such transactions; and (iii) the introduction of a new incenti ve and retention plan, called the “2027 -2029 Stock Grant Plan”, in view of the expiry of the “2024 -2026 Stock Grant Plan”.

f) Description of the policies concerning the fixed and variable components of remuneration, in particular indicating their respective proportion within overall remuneration, and distinguishing between short -

term and medium - to long -term variable components The Remuneration Policy provides that the fixed and variable components (the latter in turn divided into short -term and medium - to long -term variable components) are structured according to different principles and arrangements depending on the different c ategories of recipients.

The Company therefore considers it appropriate to distinguish the pay structure in relation to the executive/managerial skills and responsibilities recognised for the persons concerned, and consequently to define independently the criteria for determining the remuneration of:

(i) Non-executive Directors and Independent Directors;

(ii) Chairman of the Board of Directors;

(iii) Chief Executive Officer and Executive Vice Chairmen;

(iv) Executives with Strategic Responsibilities; and (v) members of the Management Control Committee.

11 (i) Non-executive Directors and Independent Directors of Sesa Non-executive Directors are Directors who do not hold individual management delegations and do not hold executive positions.

Independent Directors are Directors who meet the independence requirements set out in Article 148, paragraph 2, of the TUF and recommendation No. 7 of the Corporate Governance Code.

Non-executive and Independent Directors are entitled to fixed compensation determined by the Shareholders’ Meeting pursuant to Article 2389 of the Italian Civil Code, as well as reimbursement of out -of-pocket expenses incurred in performing their office. I f the Shareholders’ Meeting has not done so, the Board of Directors allocates the aggregate compensation established by the Shareholders’ Meeting. Non -executive Directors do not receive variable remuneration and are not recipients of remuneration plans bas ed on financial instruments.

Non-executive and Independent Directors may be granted a further fixed annual fee for serving on committees established within the Board of Directors (including the Management Control Committee), with a possible increase where the Director holds the office of Chair of the relevant committee.

The compensation granted to non -executive and Independent Directors (including members of the Management Control Committee) is, in any case, appropriate to the skills, professionalism and commitment required by the duties assigned to them on the Board and on Board committees.

(ii) Chairman of the Board of Directors The Chairman of the Board of Directors may be granted a further fixed annual fee in the amount set by the Board of Directors, having consulted the Appointments and Remuneration Committee, within the aggregate amount that may have been set by the Shareholde rs’ Meeting. With regard to the office of Chairman of the Board of Directors, it is noted that this office is non -executive.

In particular, the fixed compensation due to the Chairman of the Board of Directors is not linked to the achievement of objectives but is commensurate with the responsibilities and skills associated with the office of Chairman.

(iii) Chief Executive Officer and Executive Vice Chairmen The Chief Executive Officer and the two Executive Vice Chairmen are entitled to fixed compensation, short -term variable compensation and medium - to long -term variable compensation for each year in office, as determined by the Board of Directors, having con sulted the Company’s Appointments and Remuneration Committee.

Variable compensation is subject to the achievement of specific objectives set by the Board of Directors, having consulted the Appointments and Remuneration Committee, which are predetermined, measurable and linked to a significant extent to a long -term ti me horizon. In this regard, it is recalled that the performance objectives to which the payment of variable remuneration components is linked (i) are consistent with the Company’s strategic objectives and are designed to promote its sustainable success; (i i) also include non -financial parameters.

(A) Fixed component The fixed component of remuneration is commensurate with the responsibilities and skills associated with the office/role held by the person concerned. This component, which is not linked to the achievement of performance objectives, is set at an amount suf ficient to remunerate (also taking into account any amount paid where the Chief Executive Officer or Executive Vice Chairman also holds offices in Group companies) the performance of the executive Director in the event the variable components referred to i n the following paragraphs (B) and (C) are not paid.

It is understood that the Company may apply the provisions of this paragraph (A), to the extent compatible, also to executive directors of the main subsidiaries pursuant to Article 93 of the TUF.

(B) Short -term variable component The short -term variable component consists both of monetary incentive plans and, predominantly, of incentive plans based on financial instruments pursuant to Article 114 -bis of the TUF.

12 (B.1) Short -term monetary incentive plans

The short -term monetary variable component is determined on the basis of the achievement of predefined annual quantitative objectives linked to performance indices. These also include non -financial parameters accounting for no less than 50%.

The Remuneration Policy provides for the application of a calculation system designed to establish a link between changes in corporate results, including non -financial results, and changes in remuneration. In particular, for determining the short -

term vari able component, a calculation system is provided for that takes into account the achievement of sustainable growth objectives, both financial and non -financial.

The financial parameters consist of sustainable growth in EBITDA and the maintenance of economic -financial balance (Net Financial Position, NFP) at Group consolidated level, as indicated by the Board of Directors having consulted the Appointments and Remun eration Committee.

In particular, for the financial parameters, this calculation system provides that, if 100% of the target is achieved, the maximum payable bonus is paid, equal to 100% of the bonus, which constitutes the cap on variable remuneration; if the minimum thresho ld of 50% of the target is achieved, the beneficiary is entitled to 50% of the bonus; if a range between 50% and 100% of the target is achieved, the beneficiary is entitled to a bonus between 50% and 100% on a linear basis.

Short -term variable remuneration linked to non -financial parameters, to which at least 50% of the short -term variable remuneration target is linked, will be paid upon the achievement of annual sustainability and ESG performance objectives subject to verifi cation by third parties, namely: (i) growth in the generation of economic value distributed to stakeholders (Distributed Economic Value), measured through the Sustainability Report (an Integrated Annual Consolidated Financial Report has been prepared since the financial year ended April 30, 2022); (ii) environmental protection, measured through maintenance of ISO 14001 environmental certification; (iii) development and protection of human capital, measured through maintenance of SA8000 social responsibility certification; (iv) development of gender equality policies, measured through maintenance of PdR 125/2022 certification; (v) development of actions to protect health and safety in the workplace, measured through the achievement and subsequent maintenance of ISO 45001 certification.

In particular, for the non -financial parameters, this calculation system provides that, if 100% of the basket of non -financial objectives is achieved (consisting of a basket of indicators including parameters measuring sustainable growth and non -

financial value generated), the maximum payable bonus is paid, equal to 100% of the bonus, which constitutes the cap on variable remuneration; if the minimum threshold of 50% of the target is achieved, the beneficiary is entitled to 50% of the bonus; if a range betw een 50% and 100% of the target is achieved, the beneficiary is entitled to a bonus between 50% and 100% on a linear basis.

If 100% of the annual target is achieved, the short -term monetary variable component will amount to approximately 50% of the executive Director’s fixed component.

(B.2) Short -term incentive plans based on financial instruments pursuant to Article 114 -bis of the TUF

With regard to incentive plans based on financial instruments pursuant to Article 114 -bis of the TUF, in line with comparable market best practices and which may provide for vesting periods (so -called vesting period), the Company has adopted a Stock Grant Plan comprising both a short -term component described in this section and a medium - to long -

term component described in section C) below.

In particular, the ordinary Shareholders’ Meeting of August 28, 2023 approved, pursuant to and for the purposes of Article 114-bis of the TUF, the establishment of an incentive and retention plan called the “2024 -2026 Stock Grant Plan”, which grants the ri ght to the Chairman, the Chief Executive Officer and the two Executive Vice Chairmen of Sesa, and to the four directors with delegated powers of the subsidiaries Var Group S.p.A., Computer Gross S.p.A., Base Digitale Group S.r.l. and Adiacent S.p.A., to re ceive free of charge an aggregate number of up to 280,250 shares, subject to the achievement of predetermined sustainable growth objectives for consolidated EBITDA and EVA, as well as the maintenance of financial balance at Group consolidated level over th e three -year period 2024 -2026 (consolidated Net Financial Position not negative or, if negative, not exceeding 1x consolidated EBITDA).

This plan comprises 59,250 shares vesting annually (“Annual Shares”) for each of the three financial years 2024 -2026, which make up the short -term incentive plan referred to in this paragraph (B.2).

The features of the “2024 -2026 Stock Grant Plan”, including the conditions and requirements for its implementation, are described in the information document prepared pursuant to Article 84 -bis of the Consob Issuers’ Regulation, published on the Company’s website at www.sesa.it, in the “Investors - Shareholders’ Meetings” section.

In this regard, it is noted that on September 14, 2023 the Issuer’s Board of Directors, with the favourable opinion of the Appointments and Remuneration Committee and the control body, and with the executive directors abstaining, approved the “2024 -2026 St ock Grant Plan Regulations” resolved by the aforementioned Shareholders’ Meeting of August 28, 2023, pursuant to and for the purposes of Article 114 -bis of the TUF.

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It is noted that, with the end of the financial year from May 1, 2025 to April 30, 2026, the aforementioned “2024 -2026 Stock Grant Plan”, as approved by the ordinary Shareholders’ Meeting of August 28, 2023, has substantially reached its expiry.

The Remuneration Policy for the financial year from May 1, 2026 to April 30, 2027 therefore includes the introduction of a new incentive and retention plan, called the “2027 -2029 Stock Grant Plan”, which grants the right to beneficiaries to be identified b y the Board of Directors among persons who have an open -ended employment relationship or an executive management relationship with Sesa S.p.A. and/or the subsidiaries Var Group S.p.A., Computer Gross S.p.A. and Base Digitale Group S.p.A., to receive free o f charge an aggregate number of up to 254,500 shares, compared with a total of 280,250 shares under the previous three -year stock grant plan, subject to the achievement of predetermined sustainable growth objectives for consolidated EBITDA and EVA, as well as the maintenance of financial balance at Group consolidated level over the three -year period 2027 -2029, with a consolidated Net Financial Position not negative or, if negative, not exceeding 1x consolidated EBITDA. This plan - which extends over a mediu m- to long -term time horizon and also includes annual objectives - was submitted by the Board of Directors, with the favourable opinion of the Appointments and Remuneration Committee and the control body, and with the executive Directors abstaining, for th e approval of the Shareholders’ Meeting called for August 27, 2026.

The features of the “2027 -2029 Stock Grant Plan”, including the conditions and requirements for its implementation, are described in the information document prepared pursuant to Article 84 -bis of the Consob Issuers’ Regulation, published on the Company’s website at www.sesa.it, in the “Investor Relations - Shareholders’ Meetings” section.

It is understood that the Company may apply the provisions of this paragraph (B), to the extent compatible, also to executive Directors with strategic responsibilities of the subsidiaries pursuant to Article 93 of the TUF.

(C) Medium - to long -term variable component based on financial instruments pursuant to Article 114 -bis of the TUF For the purpose of creating value for the Company over the medium to long term, provision is made for the possibility of paying the Chairman of the Board of Directors, the Chief Executive Officer and the two Executive Vice Chairmen a part of the “2024 -2026 Stock Grant Plan”, and the directors with executive positions at Sesa S.p.A. and at the subsidiaries Var Group S.p.A., Computer Gross S.p.A. and Base Digitale Group S.p.A. a part of the “2027 -2029 Stock Grant Plan” described above, which qualify as medium - to long -term variable components pursuant to Article 114 -bis of the TUF, as set out in the preceding paragraph.

This component is in line with comparable market best practices, providing for vesting periods (so -called vesting period) and a calculation system that adequately takes into account positive or negative deviations from specific, measurable ex post, objecti ves set by the Board of Directors, having consulted the Appointments and Remuneration Committee.

In particular, of the 280,250 shares under the “2024 -2026 Stock Grant Plan” described above, 102,500 shares vest over three years (Three -Year Shares and Extra Bonus Shares combined) and make up the medium - to long -term variable incentive component referred to in this paragraph.

It is noted that the reference parameter of the “2024 -2026 Stock Grant Plan” for the medium - to long -term variable component consists of sustainable growth objectives for consolidated EVA and EBITDA results over the three -year period 2024 -2026.

In this regard, it is noted that, in relation to some of the shares subject to the “2024 -2026 Stock Grant Plan” vesting over three years, delivery is deferred and set, respectively, to the date of approval of the financial statements as at April 30, 2026, April 30, 2027 and April 30, 2028, subject to verification of the achievement of the respective three -year EVA and EBITDA objectives.

With regard to the medium - and long -term incentive plans, it is noted that Sesa still has partially outstanding the “2021 -

2023 Stock Grant Plan”, which provided, for the three -year and extra bonus components, for the deferred delivery of 5,000 shares to be awarded upon approval of the financial statements as at April 30, 2026 to the Chief Executive Officer of Sesa and to the two chief executive officers of the subsidiaries Computer Gross S.p.A. and Var Group S.p.A.

As of the financial year from May 1, 2026 to April 30, 2027, the new “2027 -2029 Stock Grant Plan” will apply, where approved by the Shareholders’ Meeting, as specified in point B.2 above, which provides for a three -year component (Three -Year Shares and Ext ra Bonus Shares combined) of up to 95,125 shares out of a total of 254,500 shares, subject to the achievement of sustainable growth objectives for consolidated EVA and EBITDA results over the three -year period 2027 -2029.

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(iv) Executives with Strategic Responsibilities At present, in addition to the Chief Executive Officer and one of the two Executive Vice Chairmen, there are no other persons who qualify as Executives with Strategic Responsibilities within the Issuer. For the remuneration policy applicable to Executives with Strategic Responsibilities, reference is made to paragraph f) (iii) above.

(v) Members of the Management Control Committee The remuneration of the members of the control body provides for compensation appropriate to the skills, professionalism and commitment required by the significance of the role held, and to the Company’s size, sector characteristics and situation.

The remuneration of Directors who are members of the Management Control Committee consists exclusively of an additional fixed component to their compensation as Directors, and is determined by the Board of Directors upon appointment, having consulted the A ppointments and Remuneration Committee, with a possible increase where the Director holds the office of Chair of the Management Control Committee.

Directors who are members of the Management Control Committee are also entitled to reimbursement of out -of-pocket expenses incurred in performing their office.

The same persons may be granted further compensation as members of the Supervisory Body.

(vi) Head of the Internal Audit Function and Financial Reporting Officer No incentive mechanisms are provided for the role of Head of the Internal Audit function or for the role of Financial Reporting Officer.

g) The policy followed with regard to non -monetary benefits The Remuneration Policy provides for the granting of non -monetary benefits currently recognised in common remuneration practice in the relevant sector and for companies of comparable size, and in any case consistent with the office/role held.

In particular, non -monetary benefits, in addition to plans based on financial instruments, may include any supplementary pension, insurance and healthcare policies provided for under the National Collective Bargaining Agreement for Industry and Commerce Ex ecutives (for example, Fondo Mario Negri, Fondo Pastore, Fasdac, Fasi and Previndai, in addition to life and non -occupational accident insurance).

No other non -monetary benefits are provided for.

h) With regard to variable components, a description of the financial and non -financial performance objectives, taking into account, where relevant, criteria relating to corporate social responsibility, on the basis of which they are awarded, distinguishing b etween short -term and medium - to long -term variable components, and information on the link between changes in results and changes in remuneration Reference is made to what is described in the preceding paragraphs.

i) The criteria used to assess the achievement of the performance objectives underlying the award of shares, options, other financial instruments or other variable components of remuneration, specifying the extent of the variable component to be paid dependin g on the level of achievement of those objectives Short -term variable component With regard to the short -term variable component of the Chief Executive Officer, the two Executive Vice Chairmen and the Executives with Strategic Responsibilities, the Remuneration Policy provides that the assessment of performance and the reporting of th e degree of achievement of assigned objectives is a continuous process, involving the assessment of performance and reporting on the degree of achievement of assigned objectives. Verification of the level of achievement of the objectives for the previous f inancial year is the responsibility of the Appointments and Remuneration Committee, with the support of the Administration, Finance and Control function, which will submit its assessments to the Board of Directors for the purpose of determining the amount of the variable remuneration component payable to the person concerned.

15 Should Sesa carry out extraordinary transactions of strategic significance and/or with effects on the results of the Company and/or the Group, or on the scope of its business, the Board of Directors, having consulted the Appointments and Remuneration Commi ttee, will review the objectives in order to make them consistent with the new corporate and/or business structure and/or with the resulting economic/financial results.

With regard to the amount of the variable component to be paid depending on the level of achievement of the objectives, reference is made to paragraph f) point (iii) above for the monetary variable component, and to the information document on the “2027 -2029 Stock Grant Plan” published at www.sesa.it in the “Investors - Shareholders’ Meetings” section, for the incentive plan based on financial instruments pursuant to Article 114 -bis of the TUF, which will apply, where approved by the Shareholders’ Meeting, as of the financial year from May 1, 2026 to April 30, 2027.

Any further incentive plans based on financial instruments pursuant to Article 114 -bis of the TUF must provide for a calculation system that takes into account negative deviations from the relevant performance objectives.

Long -term variable component

The competent bodies will determine the manner and timing for setting and verifying, including on an interim basis, the performance objectives set for incentive plans based on financial instruments pursuant to Article 114 -bis of the TUF, as well as any adj ustments to be made to those objectives.

With regard to the amount of the variable component to be paid depending on the level of achievement of the objectives, reference is made to paragraph f) point (iii) above for the variable component, and to the information document on the “2027 -2029 Stock Grant Plan” published at www.sesa.it in the “Investors - Shareholders’ Meetings” section, for the incentive plan based on financial instruments pursuant to Article 114 -bis of the TUF, which will apply, where approved by the Shareholders’ Meeting, as of the financial year from May 1, 2026 to April 30, 2027.

Any further incentive plans based on financial instruments pursuant to Article 114 -bis of the TUF must provide for a calculation system that takes into account negative deviations from the relevant performance objectives.

j) Information highlighting the contribution of the remuneration policy, and in particular the policy on variable remuneration components, to the corporate strategy, the pursuit of long -term interests and the

Company’s sustainability

As described in more detail in paragraph e) above, the Remuneration Policy is designed to pursue the Company’s short -

term as well as medium - to long -term interests.

With this aim in mind, the Remuneration Policy is designed to ensure an overall pay structure consistent with the Company’s strategic objectives and capable of recognising the managerial value of the persons involved and their contribution to corporate gro wth in relation to their respective skills and functions, in such a way as to attract, retain and motivate persons with the professional qualities required to successfully manage the Company.

To this end, the composition of the remuneration package for the Chief Executive Officer, the two Executive Vice Chairmen and the Executives with Strategic Responsibilities is defined consistently with the following criteria:

a. ensuring a direct link between pay and performance, through mechanisms establishing that no bonuses are paid in the event the objectives and overall profitability of the company are not achieved;

b. ensuring overall pay levels capable of recognising the professional value of individuals and their contribution to the creation of sustainable value, not only in the short term but also over the medium to long term.

At the Shareholders’ Meeting of January 27, 2021, the Company’s Articles of Association were amended (Article 20), providing for the Board of Directors’ commitment, in leading the Company, to pursue sustainable success and growth for the benefit of Shareho lders. The Policy has been defined in line with the Company’s long -term strategy and objectives, and is linked to corporate results, in order to pursue the Group’s long -term interests and sustainability.

Furthermore, consistent with the amendments to the Articles of Association resolved at the aforementioned Shareholders’ Meeting of January 27, 2021, aimed at directing Directors’ commitment towards pursuing sustainable success and growth, an important prog ramme has been launched to enhance and focus on sustainability issues, with the aim of detailing the “ESG” (Environmental, Social and Governance) key drivers for the variable components of remuneration.

k) The vesting terms (so -called vesting period), any deferred payment arrangements, indicating the deferral periods and the criteria used to determine such periods, and, where provided for, ex post correction mechanisms for the variable component (malus or cl awback of variable compensation (“claw back”))

16 The Remuneration Policy provides, with regard to incentive plans based on financial instruments pursuant to Article 114 -

bis of the TUF, that they be in line with comparable market best practices and that they may provide for vesting periods (so-called vest ing period).

In this regard, it is recalled that a significant part of the shares subject to the “2024 -2026 Stock Grant Plan”, approved by the ordinary Shareholders’ Meeting of August 28, 2023, is linked to the achievement of three -year performance objectives, with del ivery deferred to the end of the three -year period.

In addition, the “2024 -2026 Stock Grant Plan” provides for a claw -back clause, as set out in Article 4.5 of the related information document.

The features of the “2024 -2026 Stock Grant Plan”, including the conditions and requirements for its implementation, are described in the information document prepared pursuant to Article 84 -bis of the Consob Issuers’ Regulation, published on the Company’s website at www.sesa.it, in the “Investors - Shareholders’ Meetings” section.

With regard to the “2027 -2029 Stock Grant Plan”, submitted to the Shareholders’ Meeting of August 27, 2026, this also provides that a significant part of the shares subject to it is linked to the achievement of three -year performance objectives, with deliv ery deferred to the end of the three -year period, and provides for a claw -back clause. The features of the “2027 -

2029 Stock Grant Plan”, including the conditions and requirements for its implementation, are described in the information document prepared pu rsuant to Article 84 -bis of the Consob Issuers’ Regulation, published on the Company’s website at www.sesa.it, in the “Investors - Shareholders’ Meetings” section.

With regard to the fixed monetary components, the Remuneration Policy does not provide for deferred payment arrangements.

With regard to the variable remuneration components granted to the Chief Executive Officer and the two Executive Vice Chairmen, mechanisms are provided allowing the Company to request the return of variable remuneration components paid (or to withhold defe rred amounts), determined on the basis of data that, as demonstrated by the relevant corporate functions within a set period from payment, are found to be manifestly incorrect (so -called clawback clauses). The clawback clauses provide that their actual app lication is subject to a binding assessment by the Company’s Board of Directors.

l) Information on any provision for holding periods for financial instruments after their acquisition, indicating the holding periods and the criteria used to determine such periods With regard to the features of the “2024 -2026 Stock Grant Plan” approved by the ordinary Shareholders’ Meeting of August 28, 2023, including the conditions and requirements for its implementation, reference is made to the information document prepared purs uant to Article 84 -bis of the Consob Issuers’ Regulation, published on the Company’s website at www.sesa.it, in the “Investors - Shareholders’ Meetings” section.

In this regard, it is recalled that, in relation to some of the shares subject to the “2024 -2026 Stock Grant Plan” vesting over three years, delivery is deferred and set, respectively, to the date of approval of the financial statements as at April 30, 202 6, April 30, 2027 and April 30, 2028.

With regard to the features of the “2027 -2029 Stock Grant Plan”, submitted to the Shareholders’ Meeting of August 27, 2026, including the conditions and requirements for its implementation, reference is made to the information document prepared pursuant to Article 84 -bis of the Consob Issuers’ Regulation, published on the Company’s website at www.sesa.it, in the “Investors - Shareholders’ Meetings” section. In this regard, it is noted that, in relation to some of the shares subject to the “2027 -2029 Stock G rant Plan” vesting over three years, delivery is deferred and set, respectively, to the date of approval of the financial statements as at April 30, 2029, April 30, 2030 and April 30, 2031.

m) The policy on arrangements applicable in the event of termination of office or termination of employment It is not the Company’s practice to enter into agreements with Directors governing ex ante the financial aspects relating to any early termination of the relationship at the initiative of the Company or of the individual.

It is not the Company’s practice to enter into agreements with Executives with Strategic Responsibilities governing ex ante the financial aspects relating to any early termination of the relationship at the initiative of the Company or of the individual, w ithout prejudice, in any case, to obligations under law or collective bargaining agreements.

The Company may instead enter into non -competition or confidentiality agreements with Directors and Executives with Strategic Responsibilities for a limited period following termination of the relationship, as well as agreements for the

17 granting or retention of non -monetary benefits and consultancy agreements for a period following termination of the relationship.

With regard to the description of the effects of termination of employment on the rights granted under the “2024 -2026 Stock Grant Plan” and the “2027 -2029 Stock Grant Plan”, reference is made to Article 4.8 of the respective information documents published on the Company’s website at www.sesa.it, in the “Investors - Shareholders’ Meetings” section.

n) Information on any insurance, pension or retirement cover other than mandatory cover It is recalled that non -monetary benefits may include any supplementary pension, insurance and healthcare policies provided for under the National Collective Bargaining Agreement for Industry and Commerce Executives (for example, Fondo Mario Negri, Fondo P astore, Fasdac, Fasi and Previndai, in addition to life and non -occupational accident insurance).

In this regard, it is noted that, at its meeting of August 28, 2024, the Board of Directors resolved to make available a supplementary policy, of a pension and/or insurance nature, benefiting the Chairman, the Chief Executive Officer and the two Executive Vice Chairmen of Sesa, in the annual amount of EUR 15,000 each, for the three -year period 2024 -2027.

o) The remuneration policy, if any, followed with regard to: (i) independent directors, (ii) participation in committees, and (iii) the performance of particular roles (chairman, vice -chairman, etc.) Non-executive and Independent Directors are entitled to a further fixed annual fee for serving on committees established within the Board of Directors (including the Management Control Committee), with an increase where the Director holds the office of Cha ir of the committee.

For further information in this regard, as well as information on the remuneration of Directors holding particular offices, reference is made to paragraph f), points (i) and (ii) above.

p) Whether the remuneration policy was defined using the remuneration policies of other companies as a reference and, if so, the criteria used in selecting those companies The Board of Directors has defined a Remuneration Policy for executive Directors, Directors holding particular offices and Executives with Strategic Responsibilities, taking into account market practices and, in particular, the policies in place at Italian companies operating in similar sectors, as well as a strategy oriented towards sustainable growth. It is the Company’s intention, in order to ensure greater competitiveness and retention potential in the market, to align its practices accordingly, compari ng its position with that of comparable companies in terms of value creation.

Sesa also defines its remuneration policies on the basis of analyses conducted on market benchmarks referring to companies in the sector considered comparable, both in terms of size and business affinity. Sesa also monitors trends and best practices in the Italian market. The preparation of the remuneration policy guidelines and the assessment of the policies implemented have been carried out with reference to the landscape in which the Group operates, by reference sector and for companies of comparable siz e, in order to have a view both from a labour market perspective and with reference to business practices, as well as specific sector studies.

q) The elements of the remuneration policy from which, in the presence of exceptional circumstances, derogation is possible and, without prejudice to the provisions of Regulation No. 17221 of March 12, 2010, any further procedural conditions under which the d erogation may be applied No exceptional circumstances are provided for in which derogation from the Remuneration Policy and Paid Considerations is possible.

SECTION II

This Section is divided into two parts and clearly, comprehensibly and by name describes:

(a) in the first part, the compensation of the members of the management and control bodies and of the Executives with Strategic Responsibilities, representing each of the items making up remuneration, including any severance

18 or termination arrangements (where applicable), highlighting their consistency with the Company’s remuneration policy for the relevant financial year and the manner in which remuneration contributes to the Company’s long -term results;

(b) in the second part, an analytical description of the paid considerations during the reference financial year (May 1, 2025 - April 30, 2026), on any grounds and in any form, by the Company and by its subsidiaries.

In addition, this Section II indicates, using the criteria set out in Annex 3A, Schedule 7 -ter of the Issuers’ Regulation, the shareholdings held in the Issuer and in its subsidiaries by the members of the management and control bodies and by the other Exe cutives with Strategic Responsibilities, as well as by spouses not legally separated and by minor children, directly or through subsidiaries, trust companies or third parties, as resulting from the shareholders’ register, notices received and other informa tion obtained by the members of the management and control bodies and the other Executives with Strategic Responsibilities.

This Section also describes how the Company has taken into account the favourable vote expressed by the Shareholders’ Meeting of August 27, 2025 on Section II of the report on the Remuneration Policy approved by the Board of Directors on July 17, 2025, pur suant to Article 123 -ter, paragraph 4, letter b -bis), of the TUF. In particular, no indications were received from shareholders on that occasion regarding Section II to be taken into account for the purposes of this Report.

SECTION II - PART ONE - ITEMS MAKING UP REMUNERATION

The first part provides an adequate representation of each of the items making up remuneration, including any severance or termination arrangements (where applicable), highlighting their consistency with the remuneration policy for the relevant financial y ear and the manner in which remuneration contributes to the Company’s long -term results.

Remuneration of Directors, Executives with Strategic Responsibilities and members of the Management Control

Committee

On August 28, 2024, the Shareholders’ Meeting set the number of members of the Board of Directors at 10 and appointed them. The Board of Directors thus appointed will remain in office for three financial years, i.e. until the approval of the financial stat ements for the year ended April 30, 2027.

The Board of Directors currently in office is composed as follows:

- Paolo Castellacci (Chairman)

- Giovanni Moriani (Executive Vice Chairman)

- Moreno Gaini (Executive Vice Chairman)

- Alessandro Fabbroni (Chief Executive Officer)

- Claudio Berretti (Non -executive Director)

- Angelica Pelizzari (Independent Director)

- Angela Oggionni (Independent Director)

- Giuseppe Cerati (Independent Director and Chair of the Management Control Committee)

- Chiara Pieragnoli (Independent Director and member of the Management Control Committee)

- Giovanna Zanotti (Independent Director and member of the Management Control Committee) On the occasion of the renewal of the Issuer’s governing bodies, the Shareholders’ Meeting resolved the aggregate gross annual compensation due to the entire Board for the financial years for which the Board will remain in office, as set out

below:

- EUR 900,000 for the financial year May 1, 2024 - April 30, 2025;

- EUR 900,000 for the financial year May 1, 2025 - April 30, 2026;

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- EUR 900,000 for the financial year May 1, 2026 - April 30, 2027;

- EUR 64,000 per month for the period after April 30, 2027, until the date of approval of the financial statements as at April 30, 2027.

The Board of Directors, at its meeting of August 28, 2024, then allocated the aggregate annual compensation. In particular, at that meeting the Board resolved to pay the gross compensation to Directors for the financial year May 1, 2024 - April 30, 2025 as set out below:

- fixed compensation (gross annual salary) of EUR 290,000 for the Chairman of the Board of Directors;

- fixed compensation (gross annual salary) of EUR 60,000 for each Vice Chairman;

- fixed compensation (gross annual salary) of EUR 90,000 for the Chief Executive Officer;

- fixed compensation (gross annual salary) of EUR 30,000 for each non -executive director;

- variable compensation (gross annual salary) of EUR 36,000 for each Executive Vice Chairman, and variable compensation (gross annual salary) of EUR 60,000 for the Chief Executive Officer.

At the same meeting of August 28, 2024, the Board of Directors also resolved to pay the monthly compensation for the period after April 30, 2027 until the date of approval of the financial statements as at April 30, 2027, as set out below:

- gross fixed compensation of EUR 24,167 for the Chairman of the Board of Directors;

- gross fixed compensation of EUR 5,000 for each Vice Chairman;

- gross fixed compensation of EUR 7,500 for the Chief Executive Officer;

- gross fixed compensation of EUR 2,500 for each non -executive director.

Lastly, it is recalled that, at the same meeting, the Board of Directors resolved to make conditional:

(a) the payment of 50% of variable compensation on the achievement of a basket of annual sustainability and ESG performance objectives of the Company, in particular: (i) growth in the generation of value distributed to stakeholders (distributed economic value) , measured through the Sustainability Report (Integrated Report); (ii) environmental protection, measured through the achievement and maintenance of environmental certification (ISO 14001); (iii) development and protection of human capital, measured also t hrough maintenance of SA 8000 social responsibility certification; (iv) development of gender equality policies, measured through maintenance of PdR 125/2022 certification; (v) development of actions to protect health and safety in the workplace, measured through the achievement and subsequent maintenance of ISO 45001 certification;

(b) the payment of the remaining 50% of variable compensation for the financial years ended April 30, 2025 and 2026 on the achievement of the same EBITDA growth and economic -financial objectives identified in the “2024 -

2026 Stock Grant Plan” approved by the Sh areholders’ Meeting of August 28, 2023 for April 30, 2025 and April 30, 2026 respectively, and, for the financial year ending April 30, 2027, on the achievement of annual EBITDA and economic -financial objectives no lower than those set out in the “2024 -2026 Stock Grant Plan” for the financial year ended April 30, 2026.

It is noted that, unlike the Chairman, the two Executive Vice Chairmen and the Chief Executive Officer receive, in addition to their compensation as directors of the parent company Sesa, other compensation as executives and/or Directors of Group companies, as detailed in Table 1 attached to this Report.

It is further noted that, following the resolution of the Shareholders’ Meeting of August 28, 2024, the Board of Directors, at its meeting of the same date, appointed, until the approval of the financial statements for the year ended April 30, 2027:

- as members of the Management Control Committee, the Directors Giuseppe Cerati (Independent Director acting as Chair of the Committee), Giovanna Zanotti (Independent Director) and Chiara Pieragnoli (Independent Director). In this regard, it is noted that, a t the same meeting, the Board resolved to assign the functions of the

20 Control and Risk Committee, as well as those of the Supervisory Body pursuant to Legislative Decree 231/2001, to the Management Control Committee;

- consequently, the Directors Giuseppe Cerati (Independent Director acting as Chair of the Committee), Giovanna Zanotti (Independent Director) and Chiara Pieragnoli (Independent Director) are currently members of the Control and Risk Committee. In this regar d, it is recalled that the Issuer has identified the aforementioned Control and Risk Committee as the body responsible for related party transactions;

- as members of the Appointments and Remuneration Committee, the Directors Angela Oggionni (Independent Director acting as Chair), Giovanna Zanotti (Independent Director) and Claudio Berretti (Non -executive Director).

Lastly, Mr Alessandro Fabbroni was confirmed as the Director responsible for the internal control system.

At its meeting of August 28, 2024, the Board of Directors therefore resolved to grant (i) to the Chair of the Management Control Committee (also acting as Chair of the Control and Risk Committee, the Related Parties Committee and the Supervisory Body pursu ant to Legislative Decree 231/2001) an annual gross fee of EUR 10,000, and to the other members of the Management Control Committee an annual gross fee of EUR 8,000, on an annual basis, for carrying out the activities associated with their office; (ii) to the Chair of the Remuneration Committee an annual gross fee of EUR 10,000, and to the other members of the Remuneration Committee an annual gross fee of EUR 8,000, on an annual basis, for carrying out the activities associated with their office; (iii) to t he Director responsible for the internal control system, compensation of EUR 10,000 gross per year.

It is further recalled that, on July 12, 2022, the Board of Directors also established within itself a Sustainability Committ ee (with advisory and proposing functions in support of the Board on sustainability matters), and renewed its composition on August 28, 2024, setting the number of its members at 3 (three) and appointing as members the Directors Angelica Pelizzari (Independent Director acting as Chair of the Committee), Giovanna Zanotti (Independent Director) and Alessandro Fabbroni (Chief Executive O fficer). At the same meeting of August 28, 2024, the Board of Directors also resolved to grant each member of the Sustainability Committee an annual gross fee of EUR 8,000, except for the Chair, for whom an annual gross fee of EUR 10,000 is provided, for c arrying out the activities associated with their office.

The remuneration of non -executive and Independent Directors therefore consists of a fixed annual fee and a fee as members of committees, as described above.

The remuneration of the Chief Executive Officer and the two Executive Vice Chairmen for the reference financial year consists of fixed monetary compensation and variable compensation (both monetary and based on financial instruments;

see below). No variabl e monetary compensation is provided for the non -executive Chairman, as shown in Table 1 below.

Variable monetary compensation is determined on the basis of the achievement of predefined annual quantitative objectives linked to performance indices. For the financial year May 1, 2025 - April 30, 2026, aggregate gross variable monetary compensation of EUR 128,700 was paid, as shown in Table 1 below.

It is noted that 4,999 shares under the “2021 -2023 Stock Grant Plan” were granted, vesting in the financial year ended April 30, 2026, with the Chief Executive Officer of Sesa and each of the two executive directors with commercial delegated powers of the Subsidiaries as beneficiaries.

In addition, it is recalled that the ordinary Shareholders’ Meeting of August 28, 2023 approved, pursuant to and for the purposes of Article 114 -bis of the TUF, the establishment of the incentive and retention plan called the “2024 -2026 Stock Grant Plan”.

In particular, the Board of Directors of September 14, 2023, with the favourable opinion of the Appointments and Remuneration Committee and the control body, and with the executive Directors abstaining, (i) identified as beneficiaries of the 2024 -2026 Plan the Chairman (Paolo Castellacci) and the executive Directors of Sesa (Giovanni Moriani - Vice Chairman, Alessandro Fabbroni - Chief Executive Officer, Moreno Gaini - Vice Chairman) and the four directors with delegated powers of the subsidiaries Var Group S.p.A., Computer Gross S.p.A., Base Digitale Group S.r.l. and Adiacent S.p.A. Società Benefit - Duccio Castellacci, Francesca Moriani, Leonardo Bassilichi and Paola Castellacci - as key figures for the development and leadership of the Sesa group, and (ii ) resolved to grant them the right to receive free of charge, subject to the achievement of annual and three -year Group value creation and sustainable growth objectives (EBITDA, Net Financial Position and EVA) predetermined for the three -year period 2024, 2025 and 2026, an aggregate of 280,250 ordinary shares under the “2024 -2026 Stock Grant Plan”.

21 For further details, reference is made to the information document prepared pursuant to Article 84 -bis of the Consob Issuers’ Regulation, published on the Company’s website at www.sesa.it, in the “Investors - Shareholders’ Meetings” section.

On July 16, 2026, the Board of Directors, having consulted the Appointments and Remuneration Committee, verified the achievement of the annual objective for the financial year ended April 30, 2026, and of the three -year and extra bonus objective for the fi nancial years ended April 30, 2024, April 30, 2025 and April 30, 2026, set under the “2024 -2026 Stock Grant Plan”.

On the basis of the results of the consolidated financial statements as at April 30, 2026 and the previously approved 2024 and 2025 financial statements, the Annual Objective for the financial year ended April 30, 2026 and the three -year objective for the financial years 2024 -2026 were fully achieved; the Board of Directors of July 16, 2026 therefore resolved to award the Shares as detailed in the 2024 -2026 Stock Grant Plan, as follows:

- Annual Shares, a total of 59,250 ordinary shares to the Beneficiaries, as follows: (a) 9,000 shares to Paolo Castellacci; (b) 12,000 shares to Alessandro Fabbroni; (c) 12,000 shares to Moreno Gaini; (d) 10,000 shares to Giovanni Moriani; (e) 7,000 shares e ach to Duccio Castellacci and Francesca Moriani; (f) 1,250 shares to Leonardo Bassilichi; (g) 1,000 shares to Paola Castellacci;

- Three -Year Shares, a total of 66,462 ordinary shares, of which: (i) 63,500 ordinary shares to the Beneficiaries as follows: (a) 8,500 shares to Paolo Castellacci; (b) 13,500 shares to Alessandro Fabbroni; (c) 13,500 shares to Moreno Gaini; (d) 10,000 share s to Giovanni Moriani; (e) 7,500 shares each to Duccio Castellacci and Francesca Moriani; (f) 1,500 shares to Leonardo Bassilichi; (g) 1,500 shares to Paola Castellacci; (ii) the remaining 2,962 ordinary shares, for which 100% of the objectives had not bee n achieved as at April 30, 2025 and which were consequently made subject to the achievement of the three -year objective as at April 30, 2026, awarded to the Beneficiaries as follows: (a) 450 shares to Paolo Castellacci; (b) 600 shares to Alessandro Fabbron i; (c) 600 shares to Moreno Gaini; (d) 500 shares to Giovanni Moriani; (e) 350 shares each to Duccio Castellacci and Francesca Moriani; (f) 62 shares to Leonardo Bassilichi; (g) 50 shares to Paola Castellacci.

On the basis of the results of the consolidated financial statements as at April 30, 2026 and the previously approved 2024 and 2025 financial statements, the objectives set for the Extra Bonus were achieved at 98% in relation to the average annual consolid ated EBITDA objective for the 2024 -2026 period, and at 97.7% in relation to the cumulative consolidated EVA objective for the 2024 -2026 period; the Board of Directors of July 16, 2026 therefore resolved to award the Shares, as detailed in the 2024 -2026 Sto ck Grant Plan, as follows:

- Extra Bonus Shares, a total of 6,360 ordinary shares, of which 2,120 shares to the Chief Executive Officer of Sesa, 1,631 shares each to Duccio Castellacci and Francesca Moriani, 652 shares to Leonardo Bassilichi, and 326 shares to Paola Castellacci.

The remuneration of the Chairman, the Chief Executive Officer and the two Executive Vice Chairmen also includes fringe benefits such as supplementary pension, insurance and healthcare policies provided for under the National Collective Bargaining Agreement for Industry and Commerce Executives (e.g. Fondo Mario Negri, Fondo Pastore, Fasdac, Fasi and Previndai, in addition to life and non -occupational accident insurance).

In this regard, it is noted that, at its meeting of August 28, 2024, the Board of Directors resolved to make available a supplementary policy, of a pension and/or insurance nature, benefiting the Chairman, the Chief Executive Officer and the two Executive Vice Chairmen of Sesa, in the annual amount of EUR 15,000 each, for the three -year period 2024 -2027.

No other non -monetary benefits were provided for in the financial year ended April 30, 2026.

With particular regard to agreements providing for indemnities and/or other benefits in the event of early termination of the relationship, it is noted that no agreements have been entered into governing in advance the granting of such indemnities and/or o ther benefits.

The remuneration of Executives with Strategic Responsibilities (who also hold the office of executive Director) for the reference financial year consisted of fixed compensation. In this regard, it is noted that, at present, in addition to two executive Dir ectors who also hold the office of Executive with Strategic Responsibilities, there are no other persons holding that office within the Issuer.

22 No agreements have been entered into with Executives with Strategic Responsibilities governing ex ante the financial aspects in the event of termination of office or of any early termination of the relationship at the initiative of the Compan y or of the pe rson concerned.

During the Year there were no cases in which the Company derogated from the remuneration policy applicable to that financial year.

During the Year the Company did not apply any ex post correction mechanisms to the variable component of remuneration.

Below is some comparative information regarding: (i) the total remuneration of each of the persons for whom information under this section of the report is provided by name; (ii) the Company’s results; (iii) the average gross annual remuneration, calculate d on a full -time equivalent basis, of employees other than the persons whose remuneration is presented by name in this section of the report. The following is noted with respect to the financial years May 1, 2021 -

April 30, 2026:

(i) total remuneration amounted to EUR 1.445 million for the financial year ended April 30, 2022, EUR 1.474 million for the financial year ended April 30, 2023, EUR 1.522 million for the financial year ended April 30, 2024, EUR 1.562 million for the financial year ended April 30, 2025, and EUR 1.552 million for the financial year ended April 30, 2026, representing an increase of 2.6% as at April 30, 2025 compared with April 30, 2024, and a decrease of 0.7% as at April 30, 2026 compared with April 30, 2025;

(ii) stock market capitalisation and total revenue and other income amounted, respectively, to EUR 2,149 million and EUR 2,390 million for the financial year ended April 30, 2022, EUR 1,718 million and EUR 2,908 million for the financial year ended April 30, 20 23, EUR 1,528 million and EUR 3,210 million for the financial year ended April 30, 2024, EUR 1,148 million and EUR 3,273 million for the financial year ended April 30, 2025, and EUR 1,332 million and EUR 3,621 million (reported) for the financial year ende d April 30, 2026;

(iii) the average gross annual remuneration cost per capita amounted to EUR 52.0 thousand for the financial year ended April 30, 2022, EUR 53.7 thousand for the financial year ended April 30, 2023, EUR 55.9 thousand for the financial year ended April 30, 2024, E UR 58.7 thousand as at April 30, 2025, and EUR 58.5 thousand as at April 30, 2026, representing an annual increase of 5% as at April 30, 2025 compared with April 30, 2024, and a decrease of 0.4% as at April 30, 2026 compared with April 30, 2025.

SECTION II - PART TWO - ANALYTICAL PRESENTATION OF PAID CONSID ERATIONS DURING THE FINANCIAL YEAR

The second part sets out in detail the paid considerations during the reference financial year, on any grounds and in any for m, by the Company and by its subsidiaries, using the tables set out below.

The information in Tables 1, 3A and 3B is provided separately with regard to positions held at the company preparing the fina ncial statements and to any positions held at listed and unlisted subsidiaries. All persons who, during the financial year, held of fice, even for only part of the period, as a member of the management or control body, general manager, or executive with strategic responsibilities are included.

TABLE 1: Compensation paid to members of the management and control bodies, to general managers and to other executives with strategic responsibilities.

2 Table 3A. Incentive plans based on financial instruments, other than stock options, for members of the management body, gener al managers and other executives with strategic responsibilities.

3 Table 3B. Monetary incentive plans for members of the management body, general managers and other Executives with Strategic R esponsibilities.

Erogabile/ Erogabile/

Erogato Erogati

36.000

35.100

Erogabile/ Erogabile/

Erogato Erogati

36.000

35.100

Erogabile/ Erogabile/

Erogato Erogati

60.000

58.500

Totale Erogato 58.500Compensi da controllate/collegateCompensi nella società che redige il bilancioCdA 28.8.2024 Alessandro Fabbroni Amministratore Delegato SeSa S.p.A.Altri Bonus

DifferitoPeriodo di

differimentoNon più

erogabiliAncora

DifferitiNome e cognome Carica Piano Bonus dell’anno Bonus di anni precedentiTotale Erogato 35.100Compensi da controllate/collegateCompensi nella società che redige il bilancioCdA 28.8.2024 Moreno GainiVice Presidente SeSa S.p.A.Altri Bonus

DifferitoPeriodo di

differimentoNon più

erogabiliAncora

DifferitiNome e cognome Carica Piano Bonus dell’anno Bonus di anni precedentiTotale Erogato 35.100Compensi da controllate/collegateCompensi nella società che redige il bilancioCdA 28.8.2024 Giovanni MorianiVice Presidente SeSa S.p.A.Altri Bonus

DifferitoPeriodo di

differimentoNon più

erogabiliAncora

DifferitiNome e cognome Carica Piano Bonus dell’anno Bonus di anni precedenti

4

SECTION II - PART THREE - SHAREHOLDINGS HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND BY THE OTHER EXECUTIVES WITH

STRATEGIC RESPONSIBILITIES

Below is information on the shareholdings held, in the Company itself and in its subsidiaries, by the members of the manageme nt and control bodies, by the general managers and by the Executives with Strategic Responsibilities, as well as by spouses not leg ally separated and by minor children, directly or through subsidiaries, trust companies or third parties, as resulting from the shareholders’ register, notices received and other information obtained by the members of the managemen t and control bodies, the general managers and the Executives with Strategic Responsibilities.

The members of the management and control bodies, the general managers and the Executives with Strategic Responsibilities, as well as spouses not legally separated and minor children, directly or through subsidiaries, trust companies or third parties, do n ot hold shareholdings in the Company or in its subsidiaries as at April 30, 2026, with the exception of the Chairman, the two Executive Vice Chairmen and the Chief Executive Officer, as shown below:

* Numero azioni attribuite a seguito di piani di stock grant30.359 0 Moreno GainiVice Presidente Esecutivo Sesa S.p.A.Sesa SpA 7.200 5.700 12.900 0Giovanni MorianiVice Presidente Esecutivo Sesa S.p.A.Sesa SpA 25.609 4.750Numero azioni

venduteNumero azioni

possedute alla fine

dell'esercizio in

corso

Paolo CastellacciPresidente non Esecutivo Sesa S.p.A.Sesa SpA 86.318 4.275 90.593 0Nome e cognome Carica SocietàNumero azioni possedute alla fine

dell'esercizio

precedenteNumero azioni

acquisite*

17.208 0 Alessandro FabbroniAmministratore Delegato SeSa S.p.A.Sesa SpA 9.550 7.658

5 Information pursuant to Article 84 -bis, paragraph 5, of the Issuers’ Regulation COMPENSATION PLANS BASED ON FINANCIAL INSTRUMENTS - Table No. 1 of Schedule 7 of Annex 3A to the Issuers’ Regulation