SECO S.p.A.

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

and pursuant to art. 106, paragraph 4, of Decree-Law no. 18 of 17 March 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency from COVID-19", ("Cure Italy Decree"), converted with modifications by Law 24th April 2020 n. 27 as extended lastly by article 3, paragraph 12-duodecies of Decree-Law no. 215 of 30 December 2023, converted with amendments by Law no. 18 of 23 February 2024 laying down urgent provisions on regulatory deadlines.

Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari n. 6, tax code no. 03638780159, part of Gruppo Euronext, Groups's VAT code no. 10977060960, (di hereinafter "Monte Titoli"), acting in the capacity of "Designated Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, as converted with modifications by Law 24 th April 2020 n. 27, and lastly by article 3, paragraph 12-duodecies of Decree-Law no. 215 of 30 December 2023, converted with amendments by Law no. 18 of 23 February 2024, in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary and Extraordinary Shareholders' Meeting of SECO S.p.A. (hereinafter the "Company" or "SECO to be held at the office of Notary Jacopo Sodi, in Via dei Della Robbia no. 38, Florence, on 29 April 2024, at 10:00 a.m., single call, as set forth in the notice of the shareholders' meeting published on the Company's website at www.seco.com, in the section Investors > Corporate Governance >Shareholders' Meeting on 19 March 2024, and, in abridged form, in the Italian daily newspaper "Il Giornale".

The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting (i.e., i.e., by 11:59 p.m. of 25 April 2024). The proxies and voting instructions may be revoked within the same deadline.

Declaration of the Designated Representative - Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment oradditions 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 presentation of new proposed resolutions pursuant to Article 126-bisLegislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

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) (*)

Issued by (*)

No. (*)

(to be enclosed as a copy)

(§)The Company will process the personal data in accordance with the information attached.

(*) Mandatory. (**) It is recommended to fill.

SECO S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")

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 appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)
  • pledgebearer usufructuary custodian manager other (specify) ………………………………………………………………………………………………

Name Surname / Denomination (*)

(complete only if

Tax identification code or other identification if foreign (*)

the shareholder is

Born in (*)

On (*)

different from the

proxy signatory)

Registered office / Resident in (*)

Related to

No. (*) ___________________ SECO ordinary shares - ISIN IT0005438046

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.. ______________________

No. (*) ___________________ SECO shares with increase voting rights -

Registrated in the securities account (1) n. ___________________ at the custodian ___________ ABI ________ CAB

ISIN IT0005439754

referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No.. ______________________

DELEGATES Monte Titoli S.p.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.

DECLARES

  • that he/she/it is aware that the proxy to the Designated Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case, the vote shall be expressed for the sole proposals in respect of which instructions have been granted and 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.

AUTHORIZE Monte Titoli and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document

(Place and Date) *

(Signature) *

2

SECO S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned (4) (Personal details)

__________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different -

name and surname / denomination)

__________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary and Extraordinary Shareholders' Meeting of SECO to be held at the office of Notary Jacopo Sodi, in Via dei Della Robbia no. 38, Florence, on 29 April 2024, at 10:00 a.m., single call.

RESOLUTIONS SUBJECT TO VOTING

Ordinary Section

1. Financial Statements for the fiscal year as of December 31, 2023 and allocation of the Fiscal Year profits:

1.1. Approval of the financial statements of the Company at December 31, 2023, following review of the Directors' Report, the Board of Statutory Auditors' Report and the Independent Auditors' Report. Presentation of the Consolidated Financial Statements of the SECO Group at December 31, 2023. Presentation of the Consolidated Non-Financial Statement prepared as per Legislative Decree No. 254/2016. Resolutions thereon;

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

3

SECO S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIESOF LEGISLATIVE DECREE 58/1998 ("TUF")
1.2 Proposal regarding the allocation of the profit for the year; resolutions thereon.

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

2. Remuneration Policy and Report:

2.1 Approval of the remuneration policy pursuant to Art. 123 ter, paragraph 3-bis, of the Legislative Decree no. 58/1998;

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

2.2 Motion of "Section II" of the Report, pursuant to Article 123-ter, paragraph 6 of Legislative Decree No. 58/1998.

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

4

SECO S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")

3. Appointment of the Board of Directors.

3.1 Establishment of the number of members of the Board of Directors;

Proponent:

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

3.2 Establishment of the duration of the mandate of the Board of Directors;

Proponent:

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

3.3 Appointment of Board of Directors members ;

Tick only one box indicating the number of the list chosen or opposed/abstained with reference to Tick only one

List

Against

Abstain

all lists

box

n.°___________

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

5

SECO S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")

3.4 Appointment of the Chairperson of the Board of Directors;

Proponent:

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

3.5 Determination of Board of Directors members' remuneration;

Proponent:

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

4. Appointment of the Board of Statutory Auditors.

4.1 Appointment of the Statutory Auditors and Alternate Auditors;

Proponent:

Tick only one

List n°______

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

6

SECO S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")

4.2 Appointment of the Chairperson of the Board of Statutory Auditors;

Proponent:

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

4.3 Determination of remuneration;

Proponent:

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

5. Authorization to purchase and dispose of treasury shares pursuant to and for the purposes of Articles 2357, 2357-ter of the Civil Code, Article 132 of Legislative Decree No. 58/1998 and Article 144-bis of Consob Regulation No. 11971 of May 14, 1999, subject to revocation of the authorization resolution passed by the Shareholders' Meeting on April 27, 2023. Resolutions thereon.

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

7

SECO S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")

Extraordinary Section

1. Subject to revocation, for the portion not executed, of the proxy granted pursuant to Article 2443 of the Civil Code and Article 2420-ter of the Civil Code to the Board of Directors by the Shareholders' Meeting of November 19, 2021, which granted the Board of Directors the power, (i) pursuant to Article 2443 of the Civil Code, to increase the share capital for payment and on a divisible basis, on one or more occasions, by issuing ordinary shares with the same characteristics as those in circulation, and with the exclusion of the option rights pursuant to paragraph 5 of Article 2441 of the Civil Code and/or paragraph 4, first sentence, of Article 2441 of the Civil Code, to be offered, at the discretion of the Board of Directors, to parties identified by the same, with the right to place the shares with qualifying investors and/or business, financial and/or strategic partners identified from time to time and/or in connection with transactions to be carried out through contributions in kind; and/or (ii) pursuant to Article 2420-ter of the Civil Code, to issue convertible bonds (including the option of advance conversion at the Board of Directors' initiative) and/or convert them into ordinary shares for a maximum total amount of Euro 200,000,000 (two hundred million), resulting in a capital increase to service the conversion by issuing ordinary shares with the same characteristics as those in circulation, to be offered, at the discretion of the Board of Directors, to parties identified by the same, with the exclusion of the option right pursuant to Article 2441, paragraph 5 of the Civil Code, with the right of the Board of Directors to place the convertible bonds (including the option of advance conversion at the Board of Directors' initiative) and/or placing them with qualifying investors and/or business, financial and/or strategic partners identified from time to time; all this provided that the total maximum amount, including any share premium, of the capital increase - for payment and on a divisible basis, on one or more occasions, consequent to the issues or conversions referred to in the previous points (i) and (ii) - will be Euro 200,000,000 (two hundred thousand). In addition, the Board of Directors shall have the broadest powers to determine, from time to time, to be exercised within five years from the date of the Shareholders' Meeting resolution, subject to the above limits, the terms, conditions and procedures of the transaction, including the issue price, including any share premium, of the ordinary shares and/or convertible bonds (with the option of advance conversion at the Board of Directors' initiative) and/or converts into ordinary shares to be issued and enjoy all rights. Consequent amendment of Article 6 of the By-Laws. Resolutions thereon.

Proposal of the Board of Directors

Tick only one

In Favour

Against

Abstain

box

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)

Tick only one box

Modify the instructions (express preference)

confirms the instructions

revokes the instructions

In Favour : ___________________________

Against

Abstain

(Place and Date) *

(Signature) *

8

SECO S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")

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:

Tick only one box

In Favour

Against

Abstain

(Place and Date) *

(Signature) *

9

SECO S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998 ("TUF")

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

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

  1. Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
  2. Indicate the Communication reference for the Shareholders' Meeting issued by the depositary intermediary upon request from the person entitled to vote.
  3. Pursuant to Article 135-undecies, paragraph 3, of Legislative Decree no. 58/1998, "The shares for which the proxy was granted, in full or in part, are counted for the purposes of determining that the meeting has been validly convened. In relation to proposals for which voting instructions were not given, the shareholder's shares do not count towards the calculation of the majority and the proportion of capital required for the approval of resolutions."
  4. Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).
  5. With reference to every items of the Agenda, if significant circumstances occur which are unknown at the time of granting the proxy (i.e. absence of proposals of the Board of Directors or absence of proposals indicated by the proposer in the terms of the law and issued by the Company), or if amendments or additions are made to the proposed resolutions put forward to the meeting and which cannot be notified to the proxy grantor, it is possible to choose from the following options: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) revocation of the voting instruction already expressed. In case no choise is effected by the delegating party, will, as far as possible, confirm the voting instructions given in the main section. If it is not possible to vote according to the instructions given, Monte

Titoli will abstain on these matters.

___________________________________________________________________________________________________________________________________________________________________

The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting, i.e., by 11:59 p.m. of 25 April 2024, 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

by one or other of the following two methods:

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

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

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Seco S.p.A. published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 20:13:24 UTC.