Seco S p A : Extraordinary Shareholders' Meeting - Explanatory Report of the BoD on item 2 on the agenda

EXPLANATORY REPORT

OF THE BOARD OF DIRECTORS OF SECO S.P.A.

ON POINT 2) OF THE AGENDA

OF THE EXTRAORDINARY SHAREHOLDERS' MEETING CALLED FOR APRIL 27TH. 2026

IN SINGLE CALL

prepared pursuant to Article 2349 Civil Code. Article 125-ter of Legislative Decree No. 58 of February 24TH. 1998. as amended. and pursuant to Article 72 of the Regulations adopted by Consob Resolution No. 11971 of May 14TH. 1999 and subsequent amendments and supplements

Explanatory Report of the Board of Directors of SECO S.p.A. prepared pursuant to Article 2349 of the Civil Code. Article 125-ter of Legislative Decree No. 58 of February 24TH. 1998. as amended. and pursuant to Article 72 of the Regulations adopted by Consob Resolution No. 11971 of May 14TH. 1999 and subsequent amendments and supplements

Dear Shareholders,

the Board of Directors of SECO S.p.A. (hereafter, "SECO", the "Issuer", or the "Company"), has called you to the Extraordinary Shareholders' Meeting, for April 27'h, 2026 at the time of 11.00 AM, at the offices of Notary Jacopo Sodi, in Florence, Via dei Della Robbia 38, in single call, to discuss and consider, among other matters, the following point 2) on the Agenda of the Extraordinary session:

1) Proposal to increase the shore capital free of charge. fora maximum nominal amount of Euro Euro 16.872 (sixteen thousand eight hundred and seventy-two). ina divisible basis. through the allocation to shore capital. pursuant to Article 2349 of the Civil Code. ofa corresponding amount drown from profits and/or profit reserves. through the issue ofa maximum of

1.687.200 (one million six hundred and eighty-seven thousand two hundred) ordinary shores. to be assigned to the employees and senior management of the Company or its subsidiaries. as beneficiaries of the "2026-2029 Plan for Employees and Senior management of SECO S.p.A." Consequent amendments to Article 6 of the By-lows. Resolutions thereon.

With this report (the "Report") - prepared pursuant to Article 2349 of the Civil Code, Article 125-ter of Legislative Decree No. 58 of February 24'h, 1998, as subsequently amended ("CFA"), and Article 72 of the Regulation adopted by Consob Resolution No. 11971 of May 14'h, 1999, as amended (the "Issuers" Regulation") as well as in compliance with Annex 3A of the Issuers' Regulation - we wish to provide an explanation of the reasons for the proposals related to point 2) on the Agenda of the Shareholders'

Meeting, in Extraordinary session.

In particular, the Board of Directors has called you to the Extraordinary Shareholders' Meeting to submit for your approval the proposal to increase the share capital free of charge, pursuant to Article 2349 of the Civil Code, ina divisible basis and in one or more branches, for a maximum nominal amount of Euro of Euro 16.872 (sixteen thousand eight hundred and seventy-two) through the issue ofa maximum of 1,687,200 (one million six hundred and eighty-seven thousand two hundred) new ordinary shares of the Company, with no indication of par value, having the same features as those in circulation, by allocating to share capital a corresponding amount drawn from profits and/or profit reserves (the "Shore Issuance"), to be assigned to the employees and senior management of SECO (the "Beneficiary Employees"), as beneficiaries of an incentive and retention plan named the "2026-

Employees and Senior Management of SECO S.p.A." (the "2026-2029 Employee Plan").

It is hereby noted that the resolution submitted for the approval of the Extraordinary Shareholders' Meeting: (i) is subject to the approval, by the Ordinary Shareholders' Meeting held on the same date, of the same "2026-2029 Plan for Employees and Senior management of SECO S.p.A." referred to under item 4) of the Agenda.: and (ii) represents an alternative and concurrent instrument, as compared to the use of any treasury shares of the Company- subject to the relevant shareholders' approval pursuant to Articles 2357 et seq. of the Civil Code- for the purposes of the allocation of the shares to be assigned in execution of the "2026- 2029 Employee Plan"

For further information on the 2026-2029 Employee Plan, reference should be made to the prospectus, drawn up as per Article 84-bis of the Issuers' Regulation, in accordance with the indications contained in

sheet No. 7 of Annex 3A of the same Regulation, published on the company website www.seco.com, in the "Investors / Corporate Governance / Shareholders' Meetings" section, and the e-market storage mechanism www.emarketstorage.com (the "Prospectus") and the report of the Board of Directors on point 4) of the Agenda of the Shareholders' Meeting in ordinary session of April 27'h, 2026, to which the Prospectus is annexed, also published on the company website www.seco.com, in the "Investors / Corporate Governance / Shareholders' Meetings" section, and on the www.emarketstoraqe.com storage mechanism.

1. REASONS FOR AND PURPOSE OF THE CAPITAL INCREASE RESERVED FOR THE BENEFICIARIES EMPLOYEES

   In line with market practice and in compliance with the provisions of the Corporate Governance Code, the Company believes that the "2026-2029 Employee Plan represents an instrument aimed at (i) driving the Company's performance in the medium-/Iong-term through the alignment of management's

   conduct with the Company's strategy and risk management policies, (ii) retaining the Issuer's key

   individuals, who hold roles with a high impact on the organization and possess relevant skills capable of representing a competitive advantage for the Group, and (iii) aligning management's interests with those of the shareholders and investors: such objectives justify the exclusion of pre-emption rights in favour of the Shareholders. The proposal to increase the share capital free of charge submitted for your approval is exclusively intended to service the 2026-2029 Employee Plan and is aimed at creating the pool of shares to be assigned solely to the Beneficiaries Employees.

   In this respect, it is noted that the transaction finds its specific legal basis in Article 6.4 of the Company's By-laws, which provides for the possibility to allocate profits and/or profit reserves to the Company's employees through the issuance of shares, pursuant to Article 2349 of the Civil Code.

2. DETERMINATION OF THE SHARES TO BE ASSIGNED AND FEATURES OF THE SHARE ISSUANCE

   The "2026-2029 Employee Plan" provides for the free assignment to the Beneficiaries Employees. ofa maximum 1,687,200 (one million six hundred and eighty-seven thousand two hundred) ordinary shares, in accordance with the terms and conditions set forth in the 2026-2029 Employee Plan.

   With reference to the Performance Shares Rights it is specified that, following the approval of the

   financial statements for the financial year 2028, and subject to the verification of the performance targets provided for under the 2026-2029 Employee Plan, as more fully described in the Prospectus, the Board of Directors shall determine, the number of ordinary shares to be assigned free of charge to each individual identified asa Beneficiary Employee.

   With reference to the Restricted Shares Rights, it is specified that, upon the vesting of each annual vesting period, the Beneficiary Employee shall be entitled to receive, free of charge, one ordinary share for each Restricted Share Right granted, as more fully described in the Prospectus. In both cases, the Share Issuance shall be carried out through the use of profits and/or profit reserves, and, more specifically, by drawing an amount of Euro through the allocation of an amount equal to Euro 16.872 (sixteen thousand eight hundred and seventy two) drawn from the "Extraordinary Reserve" formed from retained earnings, which, as of today, amounts to a total of Euro 12,660,000 (twelve million six hundred and sixty thousand) (such reserve being adequate also assuming its use for the coverage of the losses for the financial year 2025, as proposed under item 1 of the agenda of today's Ordinary Shareholders' Meeting, as well as taking into account the previous free capital increases resolved pursuant to Article 2349 of the Civil Code), which shall be allocated toa reserve specifically earmarked to service this specific share capital increase. Since the Company's shares have no expressed par value, the Board of Directors intends to submit for

   your consideration the proposal to allocate to share capital an amount equal to a maximum of Euro 16.872 (sixteen thousand eight hundred and seventy-two), corresponding, for each share, to the current accounting par value of the shares, rounded to Euro 0.01, as calculated as of December 31st 2025.

   The Share Issuance may be carried out no later than May 30'h,2030.

3. FEATURES OF THE NEWLY-ISSUED ORDINARY SHARES

   The ordinary shares of the Company allotted to the Beneficiaries Employees shall be automatically admitted to trading on Euronext Milan, shall carry dividend entitlement equal to that of the Company's ordinary shares outstanding at the date of the Share Issuance and shall therefore be entitled to the coupons in place as of that date.

4. EFFECTS OF THE INCREASE

   For completeness, we indicate that the maximum number of ordinary shares in service of the "2026-2029 Employee Plan", through the Share Issuance, corresponds to approx. 1,27 % of the of the Company's ordinary shares outstanding at the date of this Report (representing a total of 133.021.117 ordinary shares).

5. AMENDMENTS TO ARTICLE 6 OF THE BY-LAWS

Asa consequence of the approval of the proposal submitted to you, the consequent changes indicated below shall be made to Article 6 of the By-Laws, highlighting in bold the newly inserted words, as indicated in the following table, whereby the text of Article 6 of the existing By-Laws is compared to the proposed text, assuming the approval of the proposed resolution set out under item 1 of the agenda of the Extraordinary Shareholders' Meeting.

It should be noted that these amendments to the By-Laws do not confer the right to withdrawal to shareholders refusing to accept them, as they do not fall within the scope of circumstances for withdrawal set out in Article 2437 of the Civil Code.

"The Extraordinary Shareholders' Meeting of SECO S.p.A.

− having noted the Board of Directors' Explanatory Report;

− taking into account furthermore the resolution of the Shareholders' Meeting that approved today

the "2026-2029 Plan for Employees and Senior Management of SECO S.p.A";

1. to increase the share capital free of charge, on a divisible basis by the deadline of May 30th, 2030, for a maximum nominal amount of Euro 16,872 (sixteen thousand eight hundred and seventy-two)

   
   
   

   new ordinary shares of the Company, with no indication of par value, having the same features as those in circulation, to be reserved for subscription by employees and senior management of SECO S.p.A., as the beneficiary of the "2026-2029 Plan for Employees and Senior Management of SECO S.p.A.by allocating to share capital a corresponding amount drawn from profits and/or profit reserves, pursuant to Article 2349 of the Civil Code, and more specifically from the "Extraordinary Reserve".

2. as a result of the above resolution, to amend the Article 6 of the By-Laws by including the following new paragraph:

   
   
   

   "6.13 In service of an incentive plan called the "2026-2029 Plan for Employees and Senior Management of SECO S.p.A.", the Extraordinary Shareholders' Meeting held on April 27th, 2026 resolved to increase the share capital free of charge, on a divisible basis, for a maximum nominal amount of Euro 16,872 (sixteen thousand eight hundred and seventy-two), by allocating to share capital a corresponding amount drawn from profits and/or profit reserves, pursuant to Article 2349 of the Italian Civil Code, through the issue of a maximum of 1,687,200 (one million six hundred and eighty-seven thousand two hundred) ordinary shares with no indication of par value, to be executed by the final deadline of May 30th, 2030

3. to grant the Board of Directors, and, for this purpose, the legal representatives pro tempore, also acting separately, all the broadest powers to execute the above-mentioned capital increase, as well as to: a) make the amendments to Article 6 of the By-Laws resulting from the execution and completion of the capital increase, carrying out for this purpose all filings and disclosures required under applicable law, also taking into account its divisible nature; b) carry out any and all formalities necessary in order for the resolutions adopted to be registered with the Companies' Register, accepting and introducing therein any non-substantial amendments, additions or deletions that may be required by the competent authorities; c) carry out all regulatory and statutory obligations resulting from the resolutions adopted; d) make any amendment and/or integration to the resolution that may be necessary or appropriate, within the limits permitted by applicable law and in accordance with the applicable adjustment criteria and methodologies generally accepted in the financial markets, also in the event of any extraordinary transactions affecting the structure of the Company's share capital and/or having the effect of modifying the economic terms of the Plan, extraordinary and/or non-recurring events and/or events not related to the ordinary course of business, significant changes in the economic scenario and/or other events capable of affecting the

shares and, more generally, the Plan, in order to adapt it to the changed circumstances and reflect the above variations, and/or to adjust the related implicit nominal value of the newly issued ordinary shares at the time of each share issue, while maintaining unchanged the substantive content and the economic terms of the Plan, the maximum number of shares to be issued and the maximum nominal amount of the capital increase, in connection with the "2026-2029 Plan for Employees and Senior Management of SECO S.p.A