SeSa S p A : ACQUIRES 7.14% OF THE SHARE CAPITAL OF BASE DIGITALE GROUP

Sesa ("SESA" - SES.MI), leading player in the Digital Technology, Consulting, and Vertical Application sectors for enterprises and organizations, listed on the Euronext STAR segment of Borsa Italiana, announces that, as of today, it has executed a binding agreement for the acquisition of 7.14% of the share capital of Base Digitale Group, held by Managing Partners Marco and Leonardo Bassilichi, as a result reaching 100% ownership of the company.

Under the terms of the agreement, Leonardo Bassilichi, CEO and Managing Partner of Base Digitale Group, and Marco Bassilichi, Vice Chairman and Managing Partner of Base Digitale Group, have entered into a lockup commitment on the SESA shares received in exchange for a period of three years, with the exception of transfers to wholly owned companies, provided that such companies assume the lock-up obligations, as well as to SESA's parent company, ITH S.p.A.. This commitment further confirms the strong strategic alignment and long-term commitment of the Management team within the Sesa Group's growth path.

The transaction is part of SESA's long-term industrial growth strategy, aimed at strengthening its distinctive capabilities in digital platforms, vertical applications and consulting, in support of the digital transformation of enterprises and organizations.

The transaction provides for a total consideration of Euro 5,530 million, to be settled through a share swap involving SESA shares, for a total of 60,438 shares, valued at Euro 91.5 per share, calculated on the basis of the arithmetic average of the official prices recorded during the 20 trading days preceding the execution of the agreement. The treasury shares used for the purposes of the transaction are already held by SESA following the share buy-back carried out in recent months. The valuation of Base Digitale Group is consistent with the criteria generally adopted by SESA (Enterprise Value determined on the basis of a 5x EBITDA multiple).

Considering that Marco Bassilichi is a member of the Board of Directors of ITH S.p.A., the controlling company of SESA, and that Leonardo Bassilichi is a Manager with Strategic Responsibilities, the transaction qualifies as a Related Party Transaction of Minor Relevance pursuant to the Procedure for Related Party Transactions adopted by SESA and the applicable regulations. Prior to the execution of the agreement, the favourable opinion of SESA's Related Party Transactions Committee was obtained. The completion of the transaction is expected to occur within five days of the execution of the agreement.

"The acquisition of 100% of Base Digitale Group completes a path of strong industrial growth: since its establishment in 2020, Base Digitale Group's revenues have increased from Euro 40 million to approximately Euro 180 million, confirming the effectiveness of the strategy and its distinctive positioning in the digital platforms market for the financial services industry, which is experiencing growing demand for digitalization. We thank all the people of Base Digitale Group and the managing partners Leonardo and Marco Bassilichi for their extraordinary contribution, with whom we share a common business vision and the objective of continuing our long-term growth and value creation journey", said Alessandro Fabbroni, CEO of SESA.

"This transaction marks the beginning of a new phase in an entrepreneurial journey that has seen us grow together with SESA continuously from 2020 to today, bringing Base Digitale Group to become one of the leading players in the financial services market, characterized by strong evolution and increasing demand for digital transformation. By becoming long-term shareholders of SESA, we will continue managing Base Digitale Group within the SESA Group, further strengthening its growth path, market leadership, and opportunities for our people and clients", commented Leonardo Bassilichi, CEO of Base Digitale Group, and Marco Bassilichi, Vice Chairman of Base Digitale Group.

Sesa S.p.A., headquartered in Empoli (Florence), leads a Group operating throughout Italy and in several foreign countries, including Germany, Switzerland, Austria, France, Spain, and Romania, and is the reference operator in the Digital Technology, Consulting, and Vertical Application sector for companies and organizations, with consolidated revenues of Eu 3,356.8 million (+4.6% Y/Y) and 6,532 employees as of 30 April 2025 (+14.8% Y/Y).

Sesa has the mission of offering a platform for enablement and innovation, including digital innovation, and sustainable growth for enterprises and organizations, operating at Group level as a Digital Integrator that supports enterprises and organizations in their digital transformation journey, through the following business sectors:

• SSI (Software and System Integration) with revenues of Eu 875.7 million and 4,243 Human Resources as of April 30, 2025;

• BS (Business Services) with revenues of Eu 153.5 million and 962 Human Resources as of April 30, 2025;

• ICT VAS (ICT Value Added Solutions) with revenues of Eu 2,075.5 million and 711 Human Resources as of April 30, 2025;

• Digital Green VAS (Digital Green Value Added Solutions) with revenues of Eu 343.8 million and 95 Human Resources as of April 30, 2025;

• Corporate with revenues of Eu 62 million and 521 Human Resources as of April 30, 2025.

The Sesa Group pursues a policy of sustainable development for the benefit of its stakeholders and, over the period 2012-2025, has achieved a continuous growth track record in revenues (CAGR revenues 2012-2025 +11.5%), profitability (CAGR Ebitda 2012-2025

+14.53%) and employment (CAGR Human Resources 2012-2025 +16.8%). The long-term value generation strategy is based on the development of skills and applications and the adoption of digital enablers such as AI, Automation and Digital Platforms, with attention to environmental sustainability, social responsibility and the remuneration of all stakeholders.

As of April 30, 2025, the Group distributed a total economic value of Eu 450 million (+15% Y/Y), of which over 70% was allocated to the remuneration of human resources, with 6,532 employees (+14.8% Y/Y), the expansion of hiring, education and corporate welfare programs in support of work-life balance and the well-being of human resources. Sesa has integrated sustainable growth targets into its Articles of Association among the priority tasks of the Board of Directors and, starting from the 2022 fiscal year, prepares an Integrated Annual Report that represents, in a single, complete and transparent document, in application of international reporting standards, both financial and ESG performance. In terms of sustainability governance, the main Group companies are ISO 14001 certified and adhere to the UN Global Compact. Sesa has obtained the Ecovadis Platinum rating, the highest level of sustainability achievable, as well as the MSCI ESG BBB rating and the CDP B rating.

Sesa is listed on the Euronext STAR Milan market (ISIN Code: IT0004729759) and is included in the FTSE Italia Mid Cap index. Moreover, Sesa is part of Euronext Tech Leaders, an Euronext initiative dedicated to high-growth tech companies.