SESA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -NOVIES OF LEGISLATIVE DECREE 58/1998 AND TO COMPANY’S BYLAWS.
(*) Mandatory. (**) It is recommended to fill .
MONTE TITOLI S.p.A.
Pursuant to the Company Bylaws and to Article 135 -undecies .1 of Legislative Decree no. 58/1998 (“TUF”) , the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative. In compliance with the provisions of the art. 135 -undecies .1 of the Legislative Decree. n. 58/1998, the aforementioned Designated Representative may also be granted proxies and/or sub -proxy pursuant to Article 135 -novies, as an exception to Article 135 -undecies, paragraph 4, of the TUF, by signing this proxy form .
Declaration of the Designated Representative : Monte Titoli declares that it has no own interest in the proposed resolutions being vot ed upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135 -decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions.
Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and pres entation of new proposed resolutions pursuant to Article 126 -bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.
With reference to the Ordinary General Meeting of SESA S.p.A. to be held attending online on 27 August 2026, at 10:00 a.m. , first call , and, if necessary, on second call on 28 August 2026 same place and time , as set forth in the notice of the shareholders’ meeting published on the Company's website at www.sesa.it in the section “Investors” - “Shareholders’ Meetings ” on 24 July 2026 , and, in abridged form, in the Italian daily newspaper " Domani " and having re gard to the Reports on the items on the Agenda made available by the Company with this
PROXY FORM (Part 1 of 2)
Complete with the information requested at the bottom of the form
I, the undersigned (party signing the proxy ) (Name and Surname ) (*) Born in (*) On (*) Tax identification code or other identification if foreign (*) Resident in (*) Address (*) Phone No. (**) Email (**) Valid ID document (type) (*) (to be enclosed as a copy) Issued by (*) No. (*)
SESA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -NOVIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
2 in quality of (tick the box that interests you ) (*)
shareholder with the right to vote OR IF DIFFERENT FROM THE SHARE HOLDER legal representative or subject with subject with power of sub -delegation (copy of the documentation of the powers of representation to be enclosed ) pledge bearer usufructuary custodian manager other (specify) ………………………………………………………………………………………………
(complete only if the shareholder is different from the proxy signatory) Name Surname / Denomination (*) Born in (*) On (*) Tax identification code or other identification if foreign (*) Registered office / Resident in (*)
Relat ed to No. (*) __ ________ _________________ shares _________________________ e.g.: No. 3 ORDINARY shares IT0012345 (ISIN number ) (to be filled in with information regarding any further communications relating to deposits) Registrated in the securities account (1) n. ___________________ at the custodian __________ ______ _ ABI _____ _______ CAB ___ _________________ _____ referred to the communication (pursuant to art. 83 -sexies Legislative Decree n. 58/1998) (2) No. _________________ ________ _____ Supplied by the intermediary: ___ ____________ ______________________________ No. (*) ______ ____ _________________ shares _________________________ Registrated in the securities account (1) n. ___________________ at the custodian __________ ______ _ ABI _____ _______ CAB ___ _________________ _____ referred to the communication (pursuant to art. 83 -sexies Legislative Decree n. 58/1998) (2) No. _________________ ________ _____ Supplied by the intermediary: ___ ____________ ______________________________ No. (*) ______ ____ __________________ shares _________________________ Registrated in the securities account (1) n. ___________________ at the custodian __________ ______ _ ABI _____ _______ CAB ___ _________________ _____ referred to the communication (pursuant to art. 83 -sexies Legislative Decree n. 58/1998) (2) No. _________________ ________ _____ Supplied by the intermediary: ___ ____________ ______________________________
DELEGATES/SUBDELEGATES MONTE TITOLI S.P.A . to participate and vote in the Shareholders’ Meeting indicated above as per the instructions provided below.
DECLARES
- the vote shall be exercised by the delegate/sub -delegate in accordance with specific voting instructions given by the undersigned delegator ;
- to have requested from the custodian the communication for participation in the Meeting as indicated above;
- that there are no reasons for incompatibility or suspension of the exercise of voting rights;
- (in the case of sub -delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year availa ble for possible verification.
DECLARES to have read the privacy notices regarding the processing of personal data provided by Monte Titoli S.p.A. and Sesa S.p.A. .
(Place and Date ) * (Signature ) *
SESA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -NOVIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
3
VOTING INSTRUCTIONS (Part 2 of 2)
intended for the Designated Representative only - Tick the relevant boxes
The undersigned signatory of the proxy (Personal details )(3) _________________________________________________ _________________________________________________________
(indicate the holder of the right to vote only if different -
name and surname / denomination ) __________________________________________________________________________________________________________
Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary General Meeting of SESA to be held attending online on 27 August 2026, at 10:00 a.m. on first call, and, if necessary, on second call on 28 August 2026 same place and time.
RESOLUTIONS SUBJECT TO VOTING
Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines : Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions .
1 Integrated financial statements of Sesa S.p.A. as of April 30, 2026 and related reports by the Board of Directors and the I ndependent Auditors:
1.1 Approval of the integrated financial statements as of April 30, 2026; presentation of the consolidated integrated financi al statements as of April 30, 2026.
SECTION A
Vote for the proposal of the Board of Directors Tick only one box :
In Favour
Against
Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory conf irms the instructions revokes the instructions Modify the instructions:
In favour __________________
Against
Abstain
1.2 Allocation of the profits for the year.
SECTION A
Vote for the proposal of the Board of Directors Tick only one box :
In Favour
Against
Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory conf irms the instructions revokes the instructions Modify the instructions:
In favour __________________
Against
Abstain
2 Report on the Remuneration Policy and Paid Considerations, pursuant to art. 123 -ter of Legislative Decree no. 58/1998:
2.1 Binding resolution on the first part regarding the remuneration policy for the financial year May 1, 2026 - April 30, 2027.
SECTION A
Vote for the proposal of the Board of Directors Tick only one box :
In Favour
Against
Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory conf irms the instructions revokes the instructions Modify the instructions:
In favour __________________
Against
Abstain
SESA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -NOVIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
4 2.2 Non -binding resolution on the second part regarding paid considerations during the financial year May 1, 2025 - April 30, 2026.
SECTION A
Vote for the proposal of the Board of Directors Tick only one box :
In Favour
Against
Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory conf irms the instructions revokes the instructions Modify the instructions:
In favour __________________
Against
Abstain
3 Approval of the stock grant plan named “Stock Grant Plan 2027 -2029”. Related and consequent resolutions.
SECTION A
Vote for the proposal of the Board of Directors Tick only one box :
In Favour
Against
Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory conf irms the instructions revokes the instructions Modify the instructions:
In favour __________________
Against
Abstain
4 Authorisation to purchase and dispose of treasury shares. Related and consequent resolutions.
SECTION A
Vote for the proposal of the Board of Directors Tick only one box :
In Favour
Against
Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory conf irms the instructions revokes the instructions Modify the instructions:
In favour __________________
Against
Abstain
(Place and Date ) * (Signature ) *
DIRECTORS' LIABILITY ACTION
In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Designated Representative to vote as follows: In Favour
Against
Abstain
(Place and Date ) * (Signature ) *
SESA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -NOVIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
5
INSTRUCTIONS FOR THE FILLING AND SUBMISSION
The person entitled to do so must request the depositary intermediary to issue the communication for participation in the sha reholders' meeting referred to the Art. 83 -sexies, Legislative Decree
58/1998)
(1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information ca n be obtained from the account statement provided by the intermediary.
(2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entit led to vote.
(3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting inst ructions, if different).
_____________________________________________________________________________________________________________________________ ______________________________________ The proxy with the relating voting instructions shall be received together with:
- a copy of an identification document with current validity of the proxy grantor or
- in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,
(in the event of a sub -proxy, the following must be sent to the Designated Representative as an annex to the sub -proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the votin g right to his/her proxy)
by one of the following alternative methods:
i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line “ Proxy for the Shareholders’ Meeting of Sesa 2026 ”) from one’s own certified email address (or, failing that, from one’s own ordinary email address, in which case the proxy with voting ins tructions must be signed with a qualified or digital electronic
signature);
ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. “ Proxy for the Shareholders’ Meeting of Sesa 2026 ”), sending a copy reproduced electronically (PDF ) in advance by ordinary e -mail RD@pec.euronext.com (subject line: “ Proxy for the Shareholders’ Meeting of Sesa 2026 ”)
The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art . 135 -novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.
N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send th e proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.com or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1) .
SESA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135 -NOVIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A.
6
Monte Titoli ’s privacy policy is available at the link: Corporate Data and Legal Info | euronext.com
PRIVACY NOTICE ON THE PROCESSING OF PERSONAL DATA PURSUANT TO ARTICLES 13 AND 14 OF REGULATION (EU) 2016/679
Controller and contact details. SESA S.p.A., with registered office at Via della Piovola No. 138, Empoli (Florence), Italy, tax code and VAT number 071169109 64 ("SESA "), processes the personal data within its competence in its capacity as data controller. SESA's Data Protection Officer may be contacted at dpo@sesa.it .
Data subjects, categories of personal data and source of the data. The processing may concern holders of voting rights, shareholders, principals, proxies and sub -proxies, legal representatives, attorneys -in-fact and the other persons indicated in the proxy form. To the extent that such data are communicated to it, SESA may process : identification and contact details; tax identification number; data contained in identity documents; information relating to capacity, authority and rep resentation; data concerning the shares, the securities account, the intermediary and the com munication referred to in Article 83 -sexies of the Italian Consolidated Law on Finance (Legislative Decree No. 58/1998, the " TUF"); data relating to the proxy or sub-proxy, participation in the Shareholders' Meeting and the voting results. Personal data may be collected directly from the da ta subject or received from the person submitting the proxy or sub -proxy, from Monte Titoli S.p.A., intermediaries and the other parties involved in the shareholders' meeting process.
Purposes of the processing and legal bases. Personal data are processed in order to verify the entitlement to attend and vote and the related powers; receive and manage proxies and sub -
proxies; organize, constitute and conduct the Shareholders' Meeting; determine the quorum and the voting results; prepare, re tain and publish the shareholders' meeting documentation;
and comply with obligations under applicable laws, the TUF, CONSOB regulations, the Articles of Association and any other app licable legislation. Such processing is based on Article 6(1)(c ) of the GDPR. Where necessary, personal data may also be processed to prevent or manage disputes and to establish, exercise or defend SESA's legal rights, on the basis of the legitimate interest referred to in Article 6(1)(f) of the GDPR.
Provision of personal data. The provision of the personal data and documents indicated as mandatory is necessary to verify entitlement and the validity o f the proxy or sub -proxy and to enable the exercise of voting rights. Failure to provide such data may prevent verification of entitlement and of the validit y of the proxy or sub -proxy and, consequently, the acceptance of the proxy and the exercise of voting rights. The provision of contact details indicated as optional or recommended is volunta ry.
Recipients and roles. Personal data may be processed by duly authorized personnel of SESA and disclosed, within the limits of their respective resp onsibilities, to Monte Titoli S.p.A.;
intermediaries and the other parties in the securities intermediation chain; the Chairperson of the Shareholders' Meeting, th e Secretary and the recording notary; providers of shareholders' meeting, legal, IT, document management and archiving services, where appointed as data processors; as well as to public auth orities and persons entitled to re ceive such data or to access the Company's corporate documentation. Monte Titoli processes, as an independent data controller, the personal data co llected and used in performing its duties as the Appointed Representative ( Rappresentante Designato), in accordance with its own separate privacy notice. Voting instructions intended exclusively for t he Appointed Representative are processed in compliance with the confidentiality obligations provided for by the TUF.
Publication and international transfers. Personal data are not disclosed to the public, except where disclosure, publication or access is required under applicable co rporate and financial laws and regulations. For the processing activities for which SESA acts as data controller, personal data are not transferred outside the European Economic Area. Any transfers carried out by Monte Titoli in connection with processing activities for which it acts as data controller are governed by its own privacy no tice.
Retention period. Minutes of the Shareholders' Meeting and the data incorporated into the Company's corporate books are retained for the period s prescribed by applicable corporate law.
Proxies, sub -proxies and supporting documentation are ordinarily retained for ten years from the date of the Shareholders' Meeting, unless a longer retention period is required to comply with legal obligations or to manage disputes or legal proceedings. Copies of identity documents are retained only for the period s trictly necessary to verify identity and powers of representation and are subsequently deleted, unless further retention is necessary to prove the validity of the proxy or to establish, exerc ise or defend legal rights.
Data subjects' rights. Data subjects may request from SESA access to their personal data, rectification, erasure (where provided for under the GDPR) and restriction of processing. They may also object, on grounds relating to their particular situation , to processing based on SESA's legitimate interests, without prejudice to the fact that such right does not apply where the processing is necessary for compliance with a legal obligation. Data subjects are also entitled to lodge a complaint with the Italian Data Protection Authority (Garante per la Protezione dei Dati Personali). These rights may be exercised by contacting SESA using the contact details above or by contacting the Data P rotection Officer.
Full privacy notice. Further information on the processing of personal data is available in the full privacy notice relating to shareholders' meet ing activities, which may be accessed directly at: https://www.sesa.it/en/investors/shareholders -meeting/