Sesa : 24 August 2018 - Shareholders' Meeting and Board of Directors

PRESS RELEASE

ORDINARY SHAREHOLDERS' MEETING AND BOARD OF DIRECTORS

OF 24 AUGUST 2018

Ordinary Shareholders' Meeting:

•  Presentation of the consolidated financial statements of the Group at 30 April 2018, showing Total Revenues and Other Income equal to Euro 1,363.0 million (+7.2% vs Euro 1,271.5 at 30 April 2017), a consolidated Net profit of Euro 30.2 million (+11.4% vs the fiscal year ended 30 April 2017) and an Adjusted1 consolidated Net profit equal to Euro 32.9 million (+15.0% vs the fiscal year ended 30 April 2017)

•  Approval of the statutory financial statements of the parent Company Sesa S.p.A. at 30 April 2018 with a distribution of a dividend of Euro 0.60 per share, up by 7.1% compared to Euro 0.56 per share of the previous year, paid starting from wednesday 26 September 2018, with coupon date at 24 September 2018 (record date 25 September 2018)

•  Approval of the Remuneration Report in compliance with 123-ter of Legislative Decree 58/1998

•  Further authorization for the purchase (for a maximum of Euro 2,500,000 and 10% of share capital) and disposal of treasury shares

•  Appointment of the governing bodies of Sesa S.p.A. for the next three years and Dr. Paolo Castellacci as Chairman of the Board of Directors

Board of Directors:

•  Allocation of powers and management authorities, confirmation of Dr. Alessandro Fabbroni as CEO and Giovanni Moriani and Moreno Gaini as Executive Vice-Chairmen

•  Authorization for the delivery of treasury shares to beneficiaries of Stock Grant Plan 2018-2020

Empoli, 24 August 2018 - Sesa S.p.A., reference operator in Italy in the sector of value added IT solutions and services for the business segment, announces that today the ordinary Shareholders' Meeting, chaired by Dr. Paolo Castellacci, adopted the following resolutions. During the ordinary Shareholders' Meeting it was showed the consolidated financial statements of Sesa Group at 30 April 2018, in the terms already published on 12 July 2018, which recorded Total Revenues and Other Income equal to Euro 1,363.0 million (+7.2% vs Euro 1,271.5 million at 30 April 2017), a consolidated Net profit of Euro 30.2 million (+11.4% vs the fiscal year at 30 April 2017) and an Adjusted1 consolidated Net profit of Euro 32.9 million (+15.0% vs the fiscal year ended 30 April 2017).

1 Adjusted Net profit is gross of non-monetary items related to the Stock Grant plans towards Executive Directors and powered by buy back and gross of the amortization of intangible assets (client lists and technological know-how) recorded as a result of the Purchase Price Allocation (PPA) process, net of the related tax effects

The Meeting also approved the statutory financial statements of Sesa S.p.A. at 30 April 2018 as proposed by the Board of Directors, already published on 12 July 2018, resolving to allocate the current Net profit, equal to Euro 9,207 thousand: (i) Euro 460 thousand to the legal reserve; (ii) a maximum of Euro 9,297 thousand (gross of treasury shares in portfolio) to dividends distribution (also taking a maximum of Euro 550 thousand from the Extraordinary Reserve). The dividend, equal to Euro 0.60 per share, (up by 7.1% compared to Euro 0.56 per share of the previous year) will be paid starting from 26 September 2018, with a coupon date on 24 September 2018.

The Shareholders' Meeting also resolved:

• - Approval of the first section of the Remuneration Report prepared pursuant to art. 123-ter of Legislative Decree n. 58/1998;

• - Renewal of the authorization for the purchase and disposal of treasury shares in order to give to the Company a useful and strategic investment opportunity for every purpose allowed by the provisions in force. The authorization is relative to the purchase, even in several tranches, of a number of Sesa ordinary shares with no indication of par value not exceeding 10% of the share capital represented by ordinary shares, and for a maximum amount of Euro 2,500,000, with effect until the date of approval of the financial statements for the year ending 30 April 2019;

• - Appointment of the Board of Directors for three fiscal years, until the approval of the financial statements for the year ended 30 April 2021, with the following composition

  •  Paolo Castellacci (Chairman of the Board of Directors), Alessandro Fabbroni, Giovanni Moriani, Moreno Gaini, Angelica Pelizzari, Angela Oggionni and Luigi Gola, from the majority list presented by the shareholder ITH S.p.A., holder of 52.814% of the share capital;

  •  Maria Chiara Mosca, from the minority list presented by a group of shareholders, altogether holders of 4.04% of Sesa S.p.A. share capital.

• - Appointment of the Board of Statutory Auditors until the approval of the financial statements for the year ended 30 April 2021, composed by Dr. Luca Parenti, Dr. Chiara Pieragnoli, from the majority list presented by the shareholder ITH S.p.A. and Dr. Giuseppe Cerati (also appointed as Chairman of the Board of Statutory Auditors), from the minority list presented by a group of shareholders, altogether holders of 4.04% of the share capital.

At the end of the Shareholder' Meeting the Board of Directors, fully formed, resolved the following deliberations:

• - Confirm of Dr. Alessandro Fabbroni as CEO of the Company with the relative financial and operating powers and Mr. Moreno Gaini and Mr. Giovanni Moriani as Executive Vice-Chairmen;

• - Verification that three of eight Directors, Luigi Gola, Angela Oggionni and Maria Chiara Mosca, can qualify as independent under the provisions of Consolidated Law on Finance and the Corporate Governance Code adopted by Borsa Italiana S.p.A.

• - Appointment of the members of Corporate Governance Committees:

  •  Remuneration Committee: Directors Eng. Luigi Gola (Indipendent Director as Chairman), Dr. Angela Oggionni (Indipendent Director) and Prof. Maria Chiara Mosca (Indipendent Director);

  •  Control and Risks and Related Parties Committee: Prof. Maria Chiara Mosca (Indipendent Director as Chairman), Eng. Luigi Gola (Indipendent Director) and Angela Oggionni (Indipendent Director); Dr. Alessandro Fabbroni was also confirmed as manager responsible for drawing up the company's accounts.

  •  Strategic Committe: Dr. Paolo Castellacci (as Chairman), Dr. Alessandro Fabbroni, Eng. Luigi Gola, Dr. Angelica Pelizzari and Mr. Giovanni Moriani.

-Delivery to beneficiaries of "Stock Grant Plan 2018-2020" approved by the Shareholders' Meeting held on 25 August 2017 of total 42,000 ordinary shares, by drawing on the treasury shares portfolio, having verified during the meeting held on 12 July 2018 the full achievement of the Annual Target for the fiscal year from May 2017 to April 2018.

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The manager responsible for drawing up the company's accounts - Alessandro Fabbroni - declares, pursuant to Paragraph 2 of Article 154 bis of the Consolidated Finance Act, that the accounting information contained in this press release matches the information included in the accounting books and records

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Sesa S.p.A., based in Empoli (Florence) and activities throughout the Italian territory, is the head of a Group leader in Italy in the sector of value-added IT services and solutions for the business segment, with consolidated revenues over Euro 1.350 billion and about 1,650 employees (source: Consolidated Financial Statements at 30 April 2018). The Group has the mission of bring the most advanced technological solutions of international Vendors of IT in the districts of the Italian economy, leading companies and entrepreneurs in the path of technological innovation, with particular reference to the SME and Enterprise segments. By partnering with the global leading brand in the industry ("IT Titans"), the skills of its human resources and investment in innovation, the Group offers ICT services and solutions (design, education, pre and post sales, Managed and Security Services, Digital Solutions, Cloud Computing Solutions) to support the competitiveness of enterprises customers.

Sesa is listed on the STAR (MTA) of the Italian Stock Exchange with a free float of about 47%.

For Financial Information Sesa S.p.A. Conxi Palmero, Investor Relations Manager [phone]

For Media Information Idea Point S.r.l. Alessandro Pasquinucci [phone]

Sesa S.p.A. Headquarter Empoli, via Piovola n.138, 50053 Ph. (+39) 0571.997444 - fax [phone]www.sesa.it

Share Capital Euro 37,126,927.50 - i.v. VAT number, Fiscal and number on the Florence Company Register 07116910964