Seco S p A : Corporate governance report 2023

CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE REPORT

SECO S.P.A.

FY 2023

(Traditional Administration and Control Model)

Prepared pursuant to Article 123-bis of Legislative Decree No. 58/1998

Approved by the Board of Directors on March 18, 2024

www.seco.com/it

CONTENTS

CONTENTS (p. 2)

GLOSSARY (p. 4)

• 1. ISSUER PROFILE ................................................................................................................................................................ 5

• 2. INFORMATION ON THE OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1,

CFA) AT DECEMBER 31, 2023 ............................................................................................................................................... 6

• A. Share capital (pursuant to Article 123-bis, paragraph 1, letter a), CFA) ............................... 6

• B. Share transfer restrictions (pursuant to Article 123-bis, paragraph 1, letter b), CFA) .9

• C. Significant share holdings (pursuant to Article 123-bis, paragraph 1, letter c), CFA).10

• D. Shares conferring special rights (pursuant to Article 123-bis, paragraph 1, letter d),

CFA) ............................................................................................................................................................................................... 12 E. Employee shareholdings: voting mechanism (pursuant to Article 123-bis, paragraph

1, letter e), CFA) ...................................................................................................................................................................... 13

F. Voting rights restrictions (pursuant to Article 123-bis, paragraph 1, letter f), CFA) ..... 13

G. Shareholder agreements (pursuant to Article 123-bis, paragraph 1, letter g), CFA) . 13 H. Modification of control clauses (pursuant to Article 123-bis, paragraph 1, letter h),

CFA) and statutory provisions concerning Public Tender Offers (pursuant to Article 104,

paragraph 1-ter and 104-bis, paragraph 1, CFA) ............................................................................................ 13 I. Power to increase the share capital and authorization to purchase treasury shares

(pursuant to Article 123-bis, paragraph 1, letter m), CFA) ........................................................................ 14 L. Direction and coordination activities (pursuant to Article 2497 and subsequent of the

Civil Code) ................................................................................................................................................................................. 18

3. COMPLIANCE (pursuant to Article 123-bis, paragraph 2, letter a), CFA) ................................ 18

4. BOARD OF DIRECTORS ................................................................................................................................................. 18

4.1 ROLE OF THE BOARD OF DIRECTORS ............................................................................................................... 18

4.2 APPOINTMENT AND REPLACEMENT (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, LETTER L),

CFA) ………………………………………………………………………………………………………………………………………………………………………………… .19

• 4.3 COMPOSITION (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2, LETTER D) AND D-BIS), CFA)

  ……………………………………………………………………………………………………………………………………………………………………………… ..23

• 4.4 FUNCTIONING OF THE BOARD OF DIRECTORS (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 2,

LETTER D), CFA) ....................................................................................................................................................................... 26

• 4.5 ROLE OF THE CHAIRPERSON OF THE BOARD OF DIRECTORS ................................................................. 28

• 4.6 EXECUTIVE DIRECTORS ........................................................................................................................................ 29

• 4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR ........................................................... 39

• 4.8 Lead Independent Director ....................................................................................................................... 40

• 5. MANAGEMENT OF CORPORATE INFORMATION ................................................................................................. 41

• 6. INTERNAL BOARD COMMITTEES (pursuant to Article 123-bis, paragraph 2, letter d) CFA)

  ……………………………………………………………………………………………………………………………………………………………………………………… 41

7. SELF-ASSESSMENT AND SUCCESSION OF DIRECTORS. APPOINTMENTS AND REMUNERATION

COMMITTEE ................................................................................................................................................................................ 42

• 7.1 Self-assessment and succession of Directors ............................................................................... 42

• 7.2 APPOINTMENTS AND REMUNERATION COMMITTEE ................................................................................ 44

• 8. REMUNERATION OF DIRECTORS - REMUNERATION COMMITTEE ............................................................ 45

• 8.1 REMUNERATION OF DIRECTORS ....................................................................................................................... 45

• 8.2 REMUNERATION COMMITTEE ............................................................................................................................ 46

• 9. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM - CONTROL AND RISK COMMITTEE ..... 46

• 9.1 CHIEF EXECUTIVE OFFICER .................................................................................................................................. 48

• 9.2 CONTROL AND RISK COMMITTEE .................................................................................................................... 49

• 9.3 INTERNAL AUDIT MANAGER .............................................................................................................................. 52

• 9.4 ORGANIZATION MODEL PURSUANT TO LEGISLATIVE DECREE NO. 231/2001 ................................ 53

• 9.5 INDEPENDENT AUDIT FIRM ..................................................................................................................................... 53

• 9.6 EXECUTIVE OFFICER FOR FINANCIAL REPORTING AND OTHER CORPORATE ROLES AND

FUNCTIONS ................................................................................................................................................................................. 54

9.7 COORDINATION OF THE PARTIES INVOLVED IN THE INTERNAL CONTROL AND RISK

MANAGEMENT SYSTEM ....................................................................................................................................................... 54

• 10. DIRECTORS' INTERESTS AND RELATED PARTY TRANSACTIONS ........................................................... 55

• 11. BOARD OF STATUTORY AUDITORS ................................................................................................................. 56

• 11.1 Appointment and replacement of Statutory Auditors ........................................................... 56

• 11.2 COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS (PURSUANT TO

ARTICLE 123-BIS, PARAGRAPH 2, LETTER D) AND D-BIS), CFA) ............................................................................ 59

• 12. RELATIONS WITH SHAREHOLDERS .................................................................................................................... 63

• 13. SHAREHOLDERS' MEETINGS ............................................................................................................................... 63

• 14. FURTHER CORPORATE GOVERNANCE PRACTICES (pursuant to Article 123-bis, paragraph

• 2, letter a), second section, CFA) .............................................................................................................................. 65

• 15. CHANGES SUBSEQUENT TO THE YEAR-END ................................................................................................. 65

• 16. CONSIDERATIONS ON THE LETTER OF DECEMBER 14, 2023 OF THE CHAIRPERSON OF THE

CORPORATE GOVERNANCE COMMITTEE ...................................................................................................................... 65

Annex 1 ........................................................................................................................................................................................ 67

Board of Directors, Board Committees and Board of Statutory Auditors .................................. 67

Annex 2 ...................................................................................................................................................................................... 67

Explanatory Summary .................................................................................................................................................... 67

GLOSSARY

Meeting or Shareholders' Meeting: SECO S.p.A. Shareholders' Meeting

Code/CG Code: Corporate Governance Code for listed companies, approved January 2020 by the Corporate Governance Committee.

Civil Code/Civ. Cod./C.C.: the Italian Civil Code.

Board of Statutory Auditors: SECO S.p.A. Board of Statutory Auditors

Committee/CG Committee/Corporate Governance Committee: Italian Committee for the Corporate Governance of listed companies, promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confindustria.

Board of Directors or Board: SECO S.p.A. Board of Directors

Reporting Date: date this Report approved by SECO S.p.A. Board of Directors

Trading Commencement Date: date of May 5, 2021; first day SECO S.p.A. shares traded on Euronext STAR Milan exchange.

Issuer or Company or SECO: SECO S.p.A.

Year: year covered by Report, i.e., fiscal year 2023.

Euronext STAR Milan: Italian Stock Exchange organized and managed by Borsa Italiana S.p.A.

SECO Group or Group: collectively, SECO S.p.A. and companies directly or indirectly controlled by it, pursuant to Article 93 of CFA.

Stock Exchange Regulation: Regulations of markets organized and managed by Borsa Italiana S.p.A.

Consob Issuers' Regulation or Issuers' Regulation: Regulation issued by Consob Resolution No. 11971 of 1999 (as subsequently amended).

Consob Market Regulation: Market Regulations issued by Consob Resolution No. 20249 of December 28, 2017.

RPT Regulation: Regulations issued by Consob Resolution No. 17221 of March 12, 2010 (as subsequently amended) regarding related party transactions.

Report: this Corporate Governance and Ownership Structure Report, which companies are required to prepare pursuant to Article 123-bis of CFA (as previously defined).

Remuneration Report: the Remuneration Policy and Report that companies are required to prepare and publish pursuant to Article 123-ter of CFA and Article 84-quater of Consob Issuers' Regulation.

By-Laws: the SECO By-Laws, as last amended at the Shareholders' Meeting on July 28, 2023, available at seco.com in the investor relations/corporate governance/Articles of Incorporation and By-Laws section.

CFA: Legislative Decree No. 58 of February 24, 1998 (Consolidated Finance Act) in force at the Reporting Date.

INTRODUCTION

SECO S.p.A. (the "Company", the "Issuer" or "SECO") is a company whose shares have been traded since May 5, 2021 (the "Trading Commencement Date") on Euronext STAR Milan, the stock market organized and managed by Borsa Italiana S.p.A. (the "Listing").

As the Company's shares were not previously traded on any regulated market, the company had adopted corporate governance measures which were appropriate to its characteristics at the time. As of the Trading Commencement Date, the Company introduced the corporate governance structure described in this Report.

This Report thus highlights the differences in the corporate governance structure before and after the Trading Commencement Date.

SECO adopts the provisions of the CG Code as a reference model for its corporate governance.

The Report was prepared with reference to the "Format for the Corporate Governance and Ownership Structure Report" issued by Borsa Italiana in January 2022 and approved by the Board of Directors at its meeting on March 18, 2024. It can be consulted on the Company's website in the Investor Relations Section.

1. ISSUER PROFILE

Description of the Issuer's activity

The Issuer was incorporated in 1979 as a general partnership under the name of "SE.CO. Elettronica S.n.c.", and then evolved in 2018 into a joint-stock company under the current name of "SECO S.p.A.". It has been operating for over 40 years in the high-tech market, designing, developing and creating cutting-edge technological solutions, from miniaturized computers to complex systems integrating hardware and software components. SECO also offers CLEA, an end-to-end, internally developed IoT and AI analytics software platform that offers high-value information to users in real time based on data generated by on-field devices. SECO's major customers are active in a variety of industries, including Medical, Industrial Automation, Aerospace, Fitness, Vending sectors and many others. SECO's R&D capabilities are further strengthened by long-standing strategic partnerships with leading tech giants and collaboration with universities, research centers and innovative start-ups. SECO has an ongoing commitment to corporate social responsibility, and has undertaken several initiatives to reduce its environmental footprint and improve its impact on people and local communities.

With more than 800 employees as of December 31, 2023, SECO Group is present in Italy and globally through companies that enable it to engage with the European, American and Asian markets.

Governance model adopted by the Issuer

SECO's corporate governance system, which follows the traditional system of administration and control, comprises the following corporate bodies:

• (i) the Board of Directors, which manages the Company;

• (ii) the Board of Statutory Auditors, appointed to oversee (i) compliance with law and By-Laws, and adherence to principles of correct governance, (ii) adequacy of internal control system and the administrative-accounting system, and its reliability in correctly reflecting operational events, (iii) the effective enactment of corporate governance rules under CG Code, (iv) adequacy of instructions to subsidiaries

regarding obligations to communicate inside information, and (iv) financial disclosure process, efficacy of internal control mechanisms, internal audit, and risk management, legal audit of annual accounts and consolidated accounts, and independence of the audit firm.

(iii)

The Shareholders' Meeting considers motions on the matters reserved to it in accordance with law and the By-Laws.

The Board of Directors guides the Issuer in pursuit of sustainable success, based on the creation of long-term value for shareholders; this takes into account the interests of other relevant stakeholders, as further explained in paragraphs 4.1 and 9 below.

Consolidated Non-Financial Statement

Since its inception, the Group has directed its strategy towards a sustainable business model, to create competitive advantages for the Company by integrating economic and financial objectives with social and environmental aspects. This innovative process seeks to guarantee sustainable growth and respect for the environment, and for people's rights in business development, and along the entire value chain. For further information on the sustainability policy adopted by the Issuer and the Group, please refer to the Ethics Code and the mandatory "Non-Financial Statement" pursuant to Legislative Decree No. 254/2016, in addition to the Regulation adopted by Consob Resolution No. 20267/2018; both documents are published by the Company and available atwww.seco.com/it, respectively in the Investor Relations/Financial Documents Section and in the Investor Relations/Corporate Governance Section.

Statement on the SME nature of the Issuer

At the Reporting Date, the Issuer does not qualify as an SME pursuant to Article 1, paragraph 1, letter w-quater.1) of CFA and Article 2-ter of Consob Issuers' Regulation; indeed, on January 27, 2022, SECO notified the public that it had exceeded the market capitalization threshold of Euro 500 million set out in the aforementioned regulations.

Whether the Company qualifies as a "large" and "concentrated ownership" company under the Code

The Issuer does not fall within the Code's definition of a "large company" or of a "concentrated ownership company".

On February 9, 2021, and in accordance with Article 70, paragraph 8, and Article 71, paragraph 1-bis of the Issuers' Regulation, the Company Board of Directors decided (effective from Trading Commencement Date) to opt out of publishing the disclosure documents provided for in Annex 3B to the Issuers' Regulation in the event of significant merger, spin-off, share capital increase through conferment of assets in kind, acquisition, and sales transactions.

2. INFORMATION ON THE OWNERSHIP STRUCTURE (PURSUANT TO ARTICLE 123-BIS, PARAGRAPH 1, CFA) AT DECEMBER 31, 2023

A.

Share capital (pursuant to Article 123-bis, paragraph 1, letter a), CFA)

As of December 31, 2023, SECO's fully subscribed and paid-in share capital amounts to Euro 1,296,944.48 and is divided into a total of 132,976,117 shares, with no indication of par value, of which (i) 132,972,617 are ordinary shares, corresponding, pursuant to Article 120, paragraph 1, of CFA and Article 6 of the By-Laws, to 198,909,993 voting rights (SECO's By-Laws provide for the mechanism of increased voting rights (Article 7 of the By-Laws) (see paragraph 2.D of the Report), (ii) 2,500 Management '20 Shares, and (iii) 1,000 Management Performance Shares.

At the Reporting Date, SECO's fully subscribed and paid-up share capital amounts to Euro 1,296,944.48, divided into a total of 132,976,117 shares, with no indication of par value, of which: (i) 132,972,617 ordinary shares, corresponding, pursuant to Article 120, paragraph 1, of CFA and Article 6 of the By-Laws, to 198,909,993 voting rights.

The characteristics of the special unlisted Management '20 Shares and Management Performance Shares are set out below:

• - Management '20 Shares: (i) do not grant the right to vote at either the Ordinary or Extraordinary Company Shareholders' Meetings, except in cases provided for by law and the By-Laws, and whenever a motion affecting the rights of the Management '20 Shares must be passed; (ii) until May 11, 2030, do not confer a right to distributed Company dividends; (iii) grant the right of conversion into ordinary shares, as set out in the By-Laws (in particular, for 33% from the first anniversary of the Trading Commencement Date, and up to 100% from the third anniversary of the Trading Commencement Date) upon fulfilment of conditions, according to terms and in compliance with the formula set out in Section 8.2 of the By-Laws, under the proviso that the conversion right shall automatically lapse in case of transfer inter vivos (but shall remain with the heirs in case of transfer mortis causa). Conversion right may be exercised in advance in the case of a public tender offer and/or exchange offer (from the date of communication to Consob, pursuant to Article 102 of the CFA) and will concern 100% (and not less) of the Management '20 Shares;

• - Management Performance Shares: (i) do not grant the right to vote at either the Ordinary or Extraordinary Company Shareholders' Meetings, except where provided for by law and the By-Laws, and whenever a motion affecting the rights of Management Performance Shares must be passed; (ii) until May 11, 2030, do not confer the right to distributed Company dividends; (iii) grant the right of conversion into ordinary shares after three years from the Trading Commencement Date, according to conditions and the formula set out in Article 8.3 of the By-Laws, and grant the right, concurrently to the conversion, to subscribe a certain number of ordinary shares, according to terms and the formula set out in Article 8.3 of the By-Laws, with the proviso that the conversion right shall automatically lapse in case of transfer inter vivos (but shall remain with the heirs in case of transfer mortis causa). Conversion right may be exercised in advance in case of (i) submission of public tender offer and/or exchange offer (from the date of communication to Consob, pursuant to Article 102 of the CFA) and/or (ii) interruption of employment relationship or administration for reasons/circumstances other than death and that do not qualify as being a bad leaver (as defined in the By-Laws).

The issue and circulation of ordinary shares is regulated by current legislation.

SECO's share capital structure as at Reporting Date is detailed in the table below.

SHARE CAPITAL STRUCTURE
No. of shares	% of share capital	No. of voting rights	Listed	Rights and obligations
Ordinary Shares	132,972,617	99.997	198,909,993	Euronext STAR Milan	Rights and obligations pursuant to law and By- Laws
Other categories of shares without voting rights	Management '20 Shares 2,500	0.002	-	Non-listed	Rights and obligations pursuant to By-Laws
Management Performance Share 1,000	0.001	-	Non-listed	Rights and obligations pursuant to By-Laws

At the Reporting Date, the capital increase approved by the SECO Extraordinary Shareholders' Meeting of March 1, 2021 to initiate the "SECO S.p.A. Stock Option Plan" (to be effected by the deadline of December 31, 2024) has been partially executed with the issue of 694,127 ordinary shares to plan beneficiaries. For further information on the above capital increase, reference should be made to paragraph I below.

SECO Extraordinary Shareholders' Meeting of April 27, 2022 approved a free share capital increase, reserved, as an alternative to the paid capital increase resolved on March 1, 2021, for employees and Senior Executives of SECO or one of its subsidiaries, for a maximum nominal amount of Euro 54,000, divisible, via assignment, pursuant to Article 2349 of the Civil Code, of a corresponding amount taken from retained earnings reserves, with the issue of a maximum of 5,400,000 ordinary related to stock option plan "SECO S.p.A. Stock Option Plan".

On April 2, 2023, SECO's Board of Directors resolved to partially execute the proxy under Article 2443 of the Civil Code granted by the Extraordinary Shareholders' Meeting on November 19, 2021, by increasing the Company's capital, for cash and in divisible form, by a maximum nominal amount of Euro 65 million, including share premium, by issuing a maximum of 13,859,276 ordinary shares of SECO, equivalent to approximately 10.45% of the post-dilution share capital, reserved for 7-Industries Holding B.V. ("7-Industries"), a Dutch-registered company, with the exclusion of option rights pursuant to Article 2441(5) of the Civil Code. On April 6, 2023, the closing of the first tranche of the aforementioned transaction was finalized, which provided for the Company's capital increase of Euro 56.3 million, including share premium, against the issue of 11,998,179 SECO ordinary shares. Subsequently, on June 13, 2023, the closing of the second tranche of the capital increase by 7-Industries was finalized, involving the subscription of an additional 1,861,097 SECO ordinary shares, totaling Euro 8.7 million, including share premium.

The Extraordinary Shareholders' Meeting of SECO of July 28, 2023 resolved to increasethe Company's share capital, for cash, in divisible and progressive manner, in two tranches, by December 31, 2032, up to a maximum nominal amount of Euro 40,000, plus share premium, with the exclusion of option rights pursuant to Article 2441, paragraphs 5 and 6, of the Civil Code, by issuing a maximum of 4,000,000 new ordinary shares of the Company, with no indication of the par value, with the same characteristics as those in circulation, to be reserved for the Chief Executive Officer of SECO, as the beneficiary of the stock option plan called the "2024-2027 Stock Option Plan for the Chief Executive Officer". Alternatively, if requested by the beneficiary and with the consent of the Company, this latter may use treasury shares in its portfolio to service the "2024-2027 Stock Option Plan for the Chief Executive Officer".

The same Extraordinary Shareholders' Meeting of SECO of July 28, 2023 also resolved: (i) to increase the Company's share capital for cash, in divisible and progressive manner, in two tranches, by December 31, 2030, up to a maximum nominal amount of Euro 70,000, plus share premium, with the exclusion of option rights pursuant to Article 2441, paragraphs 5 and 6 of the Civil Code, by issuing a maximum of 7,000,000 new ordinary shares of the Company, with no indication of par value, with the same characteristics as those in circulation, to be reserved for employees, senior executives and collaborators of SECO S.p.A. or one of its subsidiaries, as beneficiaries of the "2024-2027 Plan for Employees, Senior Executives and Collaborators"; (ii) as a concurrent manner in executing the "2024-2027 Plan for Employees, Senior Executives and Collaborators" with respect to the paid capital increase referred to in (i) above, to increase the share capital by a maximum nominal amount of Euro 70,000, in divisible form, by allocating to capital, pursuant to Article 2349 of the Civil Code, a corresponding amount taken from profits and/or retained earnings reserves, by issuing a maximum of 7,000,000 ordinary shares, to be allocated exclusively to employees and senior executives of SECO or one of its subsidiaries, as beneficiaries of the "2024-2027 Plan for Employees, Senior Executives and Collaborators".

For information on the current incentive plans adopted by SECO and involving an increase in the Issuer's capital - namely, the "SECO S.p.A. Stock Option Plan", the "2024-2027 Stock Option Plan for the Chief Executive Officer," and the "2024-2027 Plan for Employees, Senior Executives and Collaborators" - please refer to Part One of Section II of the Remuneration Report, available on the Issuer's website in the Investors Section.

B.

Share transfer restrictions (pursuant to Article 123-bis, paragraph 1, letter b), CFA)

Pursuant to Article 7.2 of the By-Laws, SECO's shares are freely transferable. The issue and circulation of shares is regulated by current legislation.

At the Reporting Date there are no restrictions on share transfers.

As a matter of proving complete information, the SECO Shareholder Agreement (as defined in paragraph 2.G below) prohibits the transfer of shares granted in the SECO Shareholder Agreement which stipulates that, for the entire term of the SECO Shareholder Agreement, no party to the Agreement may transfer any syndicated shares. The non-transferability restriction shall not apply if the transfer is carried out: (i) within the scope of the parties to the SECO Shareholder Agreement; and/or (ii) in favor of a company where one or more parties hold at least 80% of the share capital, provided that said party signs the same SECO Shareholder Agreement and formally undertakes to do so before the transfer becomes effective.

The SECO Shareholder Agreement also contains provisions relating to (i) purchases of SECO shares and (ii) remedies in the event of a takeover bid. Specifically, as regards (i)parties to the Shareholder Agreement have acknowledged that any incremental purchases made by each party to the Shareholder Agreement, or other transactions that would lead to an increase in the shareholding and/or voting rights of parties to the Shareholder Agreement in the Company's capital represented by shares and securities granting voting rights that would exceed a total of 30% of the Company's share capital, or the different threshold(s) established by the applicable legislation ("Relevant Threshold"), shall obligate the parties to the Shareholder Agreement jointly to issue a mandatory public tender offer ("PTO") for all the remaining Company shares, pursuant to Articles 106 and 109 of the CFA. Parties to the Shareholder Agreement therefore undertake to inform each other in advance of any purchases of SECO shares that each party intends to make, and which would lead to an increase in their respective shareholding and/or voting rights in the Company. To this end, account must also be taken of the voting rights to which the parties to the Shareholder Agreement are entitled under the provisions of the Issuer's By-Laws regulating increased voting rights. As regards point (ii), furthermore, parties to the Shareholder Agreement undertake not to carry out transactions that entail or may entail the obligation to issue a mandatory (including residual) PTO on the Company's shares, pursuant to applicable legislation. Therefore, each party to the Shareholder Agreement undertakes, with regards to others, to ensure that any increase in their respective shareholdings shall take place in compliance with CFA and any other applicable legal provision, or regulation or by-law regulating the obligation to issue a PTO and, therefore, in a manner and time frame that excludes the application of such an obligation. In the event that one or all of the parties to the Shareholder Agreement should exceed a threshold governing the obligation to launch a full PTO pursuant to Articles 106 and 109 of the CFA, where the threshold is exceeded as a consequence of a voluntary purchase made by a party to the Shareholder Agreement which leads to the obligation to make a public offer, the party to the Shareholder Agreement that contributes to the launch of a PTO (either on its own or through subsidiaries or in concert with others pursuant to Article 93 CFA) shall be obligated: (a) to promptly sell a number of shares to reduce the total number held to a level below the relevant thresholds, or to reduce the related excess voting rights, and in all cases, not to exercise the same rights pursuant to Article 49, paragraph 1, letter e), of Issuers' Regulation; and (b) to hold the other parties to the Shareholder Agreement harmless and indemnified from any obligation, charges and/or costs arising from, or in any case connected to, the launch and execution of the aforementioned mandatory PTO. With regard to the aforementioned SECO Shareholder Agreement, reference should be made to the relevant essential information published on the Issuer's websitewww.seco.com/it, in the Corporate Governance/Documents and Procedures/Documents section.

It should also be noted that as part of the investment in SECO's share capital, 7-Industries has made a commitment to the Company not to dispose of SECO shares, whether subscribed or purchased, in the 24 months following the date of the closing of the first tranche of the capital increase (i.e., April 6, 2023). For information regarding the right of first offer and right of first refusal contained in the Shareholder Agreements (as defined below), please refer to Section 2.G below.

C.

Significant share holdings (pursuant to Article 123-bis, paragraph 1, letter c), CFA)

On the basis of the information received pursuant to applicable legislation (and, in particular, pursuant to Article 120 of CFA) and entries in the shareholders' register, shareholders who at the Reporting Date directly or indirectly hold more than 3% of the voting rights in SECO are as follows:

10