Seco S p A : Extraordinary Shareholders' Meeting - Explanatory Report of the BoD on item 1 on the agenda

EXPLANATORY REPORT

OF THE BOARD OF DIRECTORS

OF SECO S.P.A.

ON ITEM 1) ON THE AGENDA

OF THE EXTRAORDINARY SHAREHOLDERS' MEETING CALLED FOR

APRIL 29, 2024 IN SINGLE CALL

prepared pursuant to Article 125-ter of Legislative Decree No. 58 of February 24, 1998, as amended, and pursuant to Article 72 of the Regulations adopted by Consob Resolution No.

11971 of May 14, 1999 and subsequent amendments and additions

This documentation is not intended for distribution, directly or indirectly, in or into the United States (including its districts and protectorates, each state of the United States, and the District of Columbia). This document does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The securities referred to herein may not be offered or sold in the United States or to or for the account or benefit of "U.S. Persons" (as defined in Regulation S of the Securities Act) except in cases of exemption from registration under the Securities Act. There will be no public offering of securities in the United States.

Distribution of this documentation in certain countries may be prohibited by law. The information contained herein is not intended for publication or distribution in Canada, Japan or Australia, and does not constitute an offer to sell in Canada, Japan or Australia.

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities referred to herein may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. It may be unlawful to distribute these materials in certain jurisdictions. The information contained herein is not for publication or distribution in Canada, Japan or Australia and does not constitute an offer of Securities for sale in Canada, Japan or Australia.

MARCH 18, 2024

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

Dear Shareholders,

the Board of Directors of SECO S.p.A. ("SECO" or the "Issuer" or the "Company") has called you to the Ordinary and Extraordinary Shareholders' Meeting, for April 29, 2024 at the time of 10:00 am, at Firenze, in Via dei Della Robbia n. 38, at the Office of the Notary Jacopo Sodi, in single call, to discuss and resolve, among other matters, on the following point 1), of the Agenda of the Shareholders' Meeting, in Extraordinary session:

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.

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With this report (the "Report") - prepared pursuant to Article 125-ter of Legislative Decree No. 58 of February 24, 1998, as subsequently amended ("CFA"), and Article 72 of the Regulation adopted by Consob Resolution No. 11971 of May 14, 1999, as amended (the "Issuers' Regulation"), and in compliance with Annex 3A of the Issuers' Regulation - we wish to provide an explanation of the reasons for the proposals related to point 1) on the Agenda of the Extraordinary Shareholders' Meeting.

Specifically, the Board of Directors has called the Extraordinary Shareholders' Meeting to submit for your approval - subject to revocation for the portion not executed of the proxy pursuant to Article 2443 of the Civil Code and Article 2420-ter of the Civil Code, for a maximum total amount of Euro 200,000,000 (two hundred million), which had been granted to the Board of Directors by the Extraordinary Shareholders' Meeting of November 19, 2021 - the grant to the Board of Directors of a new proxy, similar to the previous proxy granted, pursuant to and in accordance with Article 2443 of the Civil Code and Article 2420-ter of the Civil Code, to be exercised on one or more occasions, in relation to a divisible paid-in increase in share capital, for a maximum total amount of Euro [200,000,000] ([two hundred million]) inclusive of any share premium, to be exercised within five years from the date of the Shareholders' Meeting resolution (the "Proxy"), through the issue:

1. of ordinary shares (with no express par value) having the same characteristics as those in circulation;
2. of convertible bonds (with the option of advance conversion at the Board of Directors' initiative) and/or converting into ordinary shares of the Company having the same characteristics as those in circulation and with a consequent capital increase to service the conversion (the "Bonds").

With reference to the proxy granted pursuant to Article 2443 of the Civil Code and Article 2420-ter of the Civil Code that had been granted to the Board of Directors by the Extraordinary Shareholders' Meeting of November 19, 2021, it is recalled that:

1. on May 30, 2022, the Board of Directors, in partial execution of this proxy, resolved to increase the paid-in share capital by a nominal amount of Euro 77,483.78, by issuing 7,971,583 ordinary shares with no par value, with the same characteristics as those outstanding on the issue date, and regular dividend entitlement, at a price of Euro 6.27220 per share, of which Euro 6.26248 was a share premium, for a total amount of Euro 49,999,362.8926, with the increase reserved pursuant to Article 2441, paragraph 4, Civil Code to the Company Camozzi Digital S.r.l., to be released, by the deadline of September 30, 2022, by contribution in kind of the business unit for technological solutions for the digitization of industrial processes. On July 4, 2022, the increase resolved on May 30, 2022 was fully subscribed and released;

1. on April 2, 2023, the Board of Directors, in partial execution of the proxy granted, resolved to increase the paid-in share capital, for a maximum nominal amount of Euro 138,592.76, by issuing a maximum number of 13,859,276 ordinary shares with no par value, having the same characteristics as those in circulation on the issue date and regular dividend entitlement, at a price of Euro 4.69 per share, of which Euro 4.68 was share premium, for a maximum total amount of Euro 65,000,004.44, a divisible and progressive increase, reserved pursuant to

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Article 2441, paragraph 5, Civil Code to 7-Industries Holding B.V, to be released in two tranches, by the deadline of June 30, 2023. On June 13, 2023, the increase resolved on April 2, 2023 was fully subscribed and released.

Taking into account the partial execution, for a total amount of approximately Euro 115 million, of the proxy granted pursuant to Article 2443 of the Civil Code and Article 2420-ter of the Civil Code that had been granted to the Board of Directors by the Extraordinary Shareholders' Meeting of November 19, 2021, along with the fact that this proxy expires in 2026, the Board of Directors has called an Extraordinary Shareholders' Meeting to submit for your approval the granting to the Board of Directors of a new proxy pursuant to and in accordance with Article 2443 of the Civil Code and Article 2420-ter of the Civil Code, subject to revocation for the portion not executed of the existing proxy.

Within the limits of the total powers granted through the Proxy indicated above, the Board of Directors shall have the broadest powers:

1. to identify the technical forms of each exercise of the Proxy and, therefore, the issuance of shares, Bonds and/or a combination thereof;
2. to identify and set the amount of each issue;
3. to identify from time to time the beneficiaries of the shares and/or Bonds arising from each exercise of the Proxy within the categories of qualifying investors, as defined in Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation (1) and/or business, financial and/or strategic partners identified from time to time, including in relation to transactions involving contribution in kind; and
4. to establish, ahead of each issue, from time to time and in compliance with the above- mentioned limits, the terms, manner and conditions of the transaction, including the issue price and any premium, of the shares and/or the Bonds (in addition to shares servicing the conversion of the latter) and their enjoyment, in the manner described in paragraph 4 below of this Report.

Without prejudice to the Proxy granted to the Board of Directors, where granted by the Extraordinary Shareholders' Meeting, ahead of each issue and taking into account the general and market environment, the Board of Directors will assess the conditions under which the issue may be carried out, also taking into account the share price performance on that date of the Company on the Stock Exchange. As is well known, moreover, Article 2441, paragraph 6 of the Civil Code stipulates that the issue price of shares in the event of the exclusion or non-application of the option right shall be determined on the basis of the value of the company's equity and, if the shares are listed on regulated markets, also taking into account the share price performance. Moreover, as noted, since these are indicative parameters, we recall that, in the event of exclusion of the option right, the regulatory reference to equity should be understood in a way that does not necessarily coincide with the purely accounting data. Instead, reference should be made to the enterprise value of the company, to be determined also in consideration of market parameters. The Board of

(1) Pursuant to Article 34-ter, Paragraph 1, lett. b) of the Issuers' Regulation, qualifying investors are defined as the persons indicated in Article 35, Paragraph 1, lett. d) of the regulation containing rules for the implementation of Legislative Decree No. 58 of February 24, 1998 on intermediaries, adopted by Consob Resolution No. 20307 of February 15, 2018, as amended.

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Directors, however, taking into account the purposes for which the transactions will be intended, must consider the actual willingness of the beneficiaries of the offer to pay the price that will be set by the Board in exercise of the Proxy as described above.

Considering the technical manner that will be chosen to carry out the various transactions, the Board of Directors (possibly with the support of its advisors) will be able to identify the most appropriate criteria for the purposes of determining the enterprise value of the company, and - therefore - the issue price of the shares to be offered to the beneficiaries and/or to be issued in service of the conversion of the Bonds, which take into account the actual circumstances and do not compromise the underlying purposes of the transaction. At the time of each use of the Proxy, the Board of Directors will therefore give due account in the report of the reasons justifying the exclusion of the option and the criteria for determining the subscription price of the shares and/or the Bonds to be issued (along with the shares to be issued to service the conversion of the latter), including for the purpose of issuing the fairness opinion on the price by the independent audit firm appointed pursuant to Article 158 of the CFA.

1. RATIONALE AND PURPOSE OF THE TRANSACTION

1.1.- The proposed transaction is designed to provide the Company and, on its behalf, the Board of Directors, with a suitable instrument to enable the rapid and efficient procurement of risk capital and financial resources to be used to continue its acquisition-led growth strategy, through Merger & Acquisition transactions, also strengthening the Group's capital base and ensuring that it can position itself favorably in the market and seize the opportunities arising from possible positive changes in the national and international macroeconomic environment. The Proxy, along with the exclusion of the option right and/or the absence of the option right, also appears functional to enable the Company, where the prerequisites and conditions concretely exist, to evaluate possible acquisition transactions, including through share swaps and/or similar transactions involving, as beneficiaries, parties interested in entering SECO's share capital and, among other things, to provide further support for the potential development of future strategic projects, hopefully also in the medium to long term.

Finally, the Board of Directors also believes that, if the Proxy is exercised, the related reserved capital increase may enable the Company to further increase its free float, broadening the shareholder base to leading Italian and foreign investors, in order to facilitate trading in the stock and, at the same time, attract broader interest from traders compared to a more liquid stock, also taking into account the expected increase in the Company's capitalization.

The use of the Proxy, therefore, is motivated by a desire to ensure that the Board of Directors has the necessary speed and flexibility of execution in raising new capital, allowing it to take advantage of the most favorable conditions in an uncertain and volatile market. The Proxy also has the further advantage of deferring to the Board of Directors the amount of financial instruments to be issued in a lump sum and/or from time to time, in addition to the economic conditions of the transaction to be carried out (including the maximum amount of the issue, in line with best practice for similar transactions in compliance with legal limits and criteria) depending on the market conditions prevailing at the time of the actual launch of the same. Among other things, this can reduce the risk of fluctuations in stock market prices between the time of the announcement and the time of the launch of the transaction, which would occur if this was decided by the Shareholders' Meeting.

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The proposal to exclude the option right, therefore, is motivated by the Company's interest in seizing the opportunity (i) to expand and diversify the number of shareholders with the entry of new partners, investors, strategic operators and institutional investors interested in supporting the Group's growth in Italy and internationally, also to further increase the liquidity of SECO's stock in the interest of current shareholders, (ii) to structure the transaction in quick and efficient terms to seize opportunities in the market, and (iii) to offer the newly issued shares for the acquisition of equity investments, companies, business units and/or industrial assets of interest to the Company as part of the Group's acquisition-led growth strategy.

The financial resources from the Reserved Capital Increase are not intended to reduce or change the Issuer's financial debt structure.

2. EXISTENCE OF GUARANTEE AND/OR PLACEMENT CONSORTIA, THEIR COMPOSITION, AND THE MANNER AND TERMS OF THEIR INTERVENTION

There are currently no plans to set up guarantee and/or placement consortia. If, during the exercise of the Proxy, where resolved by the Extraordinary Shareholders' Meeting, the advisability of proceeding with the establishment of a consortium emerges in accordance with the specific characteristics of the transaction and the beneficiaries, the Board of Directors will promptly inform the market in accordance with the applicable legal and regulatory provisions.

3. OTHER POSSIBLE FORMS OF PLACEMENT

As indicated above, the shares and/or Bonds under the Proxy may be offered:

1. to qualifying investors, pursuant to Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation and/or to commercial, financial and/or strategic partners identified from time to time, with the exclusion of option rights pursuant to Article 2441, paragraph 5, of the Civil Code and Article 2420-ter of the Civil Code;
2. to parties identified by the Board of Directors as part of transactions involving contributions in kind (in whole or in part) of equity investments, companies, business units and/or industrial assets of interest to the Company, as part of the Group's acquisition-led growth and development strategy pursuant to Article 2441, paragraph 4, first sentence of the Civil Code ("Contributions in Kind");
3. through a combination of the alternatives in (i) and (ii) above.

4. TERMS AND CONDITIONS, INCLUDING THE CRITERIA FOR DETERMINING THE ISSUE PRICE OF THE NEW SHARES, OF THE TRANSACTIONS TO BE DELIBERATED IN THE EXERCISE OF THE PROXY.

4.1.- Consistent with the considerations above with reference to the rationale and purpose of the transaction, it is proposed to the Shareholders that the Board of Directors be granted the Proxy:

1. pursuant to Article 2443 of the Civil Code, to increase for cash and in divisible form, in one or more tranches, the share capital through the issue of ordinary shares, with the exclusion of pre-emptive rights pursuant to paragraph 5 of Article 2441 of the Civil Code and/or pursuant to paragraph 4, first sentence, of Article 2441 of the Civil Code, to be offered, at the Board of Directors' option, to parties identified by the Board of Directors, with the right to place the shares with qualifying investors and/or business, financial and/or strategic partners identified

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from time to time and/or in connection with transactions to be carried out through contributions in kind;

1. 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;

it being understood, however, that the maximum total amount, including any share premium, of the increase in capital for cash and in divisible form, in one or more occasions, resulting from the issues or conversions referred to in (i) and (ii) above shall be Euro 200,000,000 (two hundred million). 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 transactions, including the issue price, including any share premium, of the ordinary shares and/or Bonds to be issued (in addition to shares servicing the conversion of the latter) and their enjoyment.

4.2.- As illustrated above, the Proxy is also requested in order to be able to proceed, for all or part of the amount of Euro 200,000,000 (two hundred million) for any capital increase with the exclusion of the option right, share issues in connection with Contributions in Kind and/or issue of Bonds with the exclusion of the option right. This issue method allows the Board of Directors, in compliance with the provisions of Article 2441, paragraph 6 of the Civil Code (which requires that the exclusion be motivated by needs of corporate interest and the overall benefits of the transactions), to structure, in the best interest of the Company, each capital increase and/or bond issue transaction, taking into account the overall benefits associated with this form of placement due to the normally accelerated execution time that this method allows, in addition to the possible conditions of its realization with respect to the share price performance.

The availability of instruments capable of reducing, under certain circumstances, the time required to execute (all or part of) the capital increase is of particular importance, when considering the particularly volatile conditions in the markets.

With reference, therefore, to the reasons justifying the exclusion of the option right pursuant to Article 2441, paragraph 5 of the Civil Code, the proposed Proxy to the Board of Directors is motivated by the advantages (appreciable from the perspective of the pursuit of the company's interest) that result from the availability of an instrument that allows access to the capital markets in order to achieve the objectives indicated above, seeking to seize the most favorable conditions thanks to the flexibility and speed of execution of this type of transaction.

The above considerations also apply, mutatis mutandis, to the Proxy with respect to the issue of Bonds in accordance with Article 2420-ter of the Civil Code.

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4.3.- It was, moreover, deemed advisable for the Proxy to be granted for the maximum term of 5 years provided for by law, it being understood that, should market conditions allow and/or concrete opportunities for acquisition-led growth become apparent, the Company's Board of Directors may use all or part of the Proxy at any time, should it be conferred.

The Board of Directors shall have the power to determine the terms, methods and conditions of the issue of shares and their execution and, therefore:

1. the resolutions to increase the share capital (or related individual tranches) pursuant to Article 2443 of the Civil Code, which provide for the exclusion of the option right pursuant to Article 2441, paragraph 5, of the Civil Code, shall (a) establish that the newly issued shares, which shall be ordinary shares, are offered to qualifying investors, pursuant to Article 34-ter, paragraph 1, letter b) of Issuers' Regulation and/or commercial, financial and/or strategic partners identified from time to time, and (b) establish shares' issue price (or the parameters to determine it during execution) in compliance with procedures and criteria pursuant to applicable regulations,
2. the resolutions for the share capital increase (or related individual tranches) pursuant to Article 2443 of the Civil Code in relation to Contributions in Kind transactions pursuant to Article 2441, paragraph 4, first sentence of the Civil Code, shall (a) establish that the newly issued shares - which shall be ordinary shares - are offered to parties identified by the Board of Directors in the context of transactions that provide for the contribution in kind (wholly or in part) of equity investments, companies, company branches and/or industrial activities of interest to the Company, as part of the Group's development and growth strategy for external lines, and (b) establish the issue price of the shares (or the parameters to determine it during execution) in compliance with the procedures and criteria provided for under the applicable regulations,
3. the resolutions to issue the Bonds pursuant to Article 2420-ter of the Civil Code, with the exclusion of the option right pursuant to Article 2441, paragraph 5, of the Civil Code, shall (a) establish that said Bonds are offered, in whole or in part, to qualifying investors, pursuant to Article 34-ter, paragraph 1, letter b) of the Issuers' Regulation and/or to commercial, financial and/or strategic partners identified as appropriate and (b) establish the issue price of the aforementioned Bonds and of shares to be issued as part of the capital increase executed to service the conversion of the same (or the parameters for determining said prices during the execution) in compliance with the procedures and criteria provided for under applicable regulations;
4. the resolutions to increase capital shall establish the portion of the share issue price offered, and/or the shares to service the conversion of the Bonds, to be charged to capital and the portion of the issue price, if any, to be charged to share premium.

The Board of Directors will also have the power to determine the exact number of ordinary shares to be issued, the size of the capital increase, in the event of the exercise of the Proxy in a single tranche, or of individual capital increases, in the event of the exercise in several tranches, which, altogether taking into account both the issuance of shares as part of a capital increase pursuant to Article 2443 of the Civil Code, and of the capital increase to service the conversion of the Bonds pursuant to Article 2420-ter of the Civil Code, may not in any case exceed the maximum amount of Euro 200,000,000 (two hundred million), including any share premium.

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4.4. - With regard to the criteria for determining the price, based on the Proxy, the Board of Directors will have the power to establish the manner, terms and conditions of all of the relative Capital Increases, in compliance with the limits indicated by the Shareholders' Meeting resolution, including but not limited to the power to determine, for each possible tranche, the number and issue price of the shares and/or bonds to be issued (including any share premium), within the limits and in compliance with the provisions of paragraph 6, of Article 2441, of the Civil Code. As noted above, considering the technical manner that will be chosen to carry out the various transactions, the Board of Directors (possibly with the support of its advisors) will also be able to identify the most appropriate criteria for the purposes of determining the enterprise value of the company, and - therefore - the issue price of the shares to be offered to the beneficiaries and/or to be issued in service of the conversion of the Bonds, which take into account the actual circumstances and do not compromise the underlying purposes of the transaction. At the time of each use of the Proxy, the Board of Directors will therefore give due account in the report of the reasons justifying the exclusion of the option and the criteria for determining the subscription price of the shares and/or the Bonds to be issued (along with the shares to be issued to service the conversion of the latter), including for the purpose of issuing the fairness opinion on the price by the independent audit firm appointed pursuant to Article 158 of the CFA.

5. APPROVAL FROM THE COMPETENT AUTHORITIES

The proposed transaction is not subject to approvals from competent authorities.

In view of the prospective beneficiaries, it is expected that, pursuant to Articles 93-bis and subsequent of the CFA and related regulatory provisions, the publication of a Prospectus prepared in accordance with the format required by applicable EU Regulations and Italian legislation will not be required, it being understood that, subject to the actual characteristics of the capital increase implemented in exercise of any Proxy, the Company will comply in a timely manner with all the disclosure requirements required by applicable legislation, including regulatory provisions.

6. SHAREHOLDERS WHO HAVE EXPRESSED WILLINGNESS TO SUBSCRIBE

As of the date of this Report, the Company has not received any expressions of willingness from shareholders to subscribe for the shares to be issued under the proposed transaction.

7. EXPECTED PERIOD FOR TRANSACTION EXECUTION

In exercising the Proxy, the Board of Directors will determine the period of execution of each transaction, taking into account the conditions of the financial markets, it being understood that the Proxy pursuant to Article 2443 of the Civil Code may also be exercised in several tranches.

Should market conditions allow and/or concrete opportunities for acquisition-led growth become apparent, the Company's Board of Directors may use all or part of the Proxy at any time, should it be conferred. In any case, the market will be given timely and adequate information regarding the expected timing of the transaction covered by this Report.

8. RIGHTS OF NEWLY ISSUED SHARES

The newly issued ordinary shares to be issued as part of the transactions, including as a result of the conversion of any Bonds issued, will have regular dividend entitlement and will give

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their holders equal rights with respect to the shares already issued by the Company at the time of the exercise of the Proxy and will, therefore, bear the coupons in effect on that date

9. ECONOMIC AND FINANCIAL EFFECTS

In the exercise of the Proxy, taking into account the technical forms that will be defined to implement the transaction, ample information will be given to the market regarding the economic and financial effects of the transaction that is the subject of this Report.

Considering that the Proxy is pursuant to Article 2443 of the Civil Code, for which the issue price and the number of ordinary shares to be issued will be determined only when the Board of Directors exercises the Proxy, it is not possible at this time to give any indication or estimate as to any dilutive effects.

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Below is the current text of Article 6 of the By-Laws, along with the comparison column for the proposed changes (changes are shown in bold).

EXISTING TEXT	PROPOSED TEXT
Article 6	Article 6
6.1 The share capital is Euro 1,296,944.48 (one million two	(unchanged)
hundred and ninety-six thousand nine hundred and
forty-four and forty-eight cents), divided into 132,976,117
(one hundred and thirty-two million nine hundred and
seventy-six thousand and one hundred and seventeen)
shares with no express par value, of which: (i) 132,972,617
(one hundred thirty-two million nine hundred seventy-
two thousand six hundred and seventeen) Ordinary
Shares; (ii) 2,500 (two thousand five hundred)
Management '20 Shares; (iii) 1,000 (one thousand)
Management Performance Shares.
6.2 The share capital may be increased by Shareholder	(unchanged)
Meeting resolution even through the issue of shares
having different rights and through conferment other
than cash, within the legal limits permitted.

6.3 Pursuant to a resolution of the Extraordinary (unchanged) Shareholders' Meeting on November 30, 2020, as

amended on March 1, 2021 and March 25, 2021 the following was resolved:

• to issue free of charge, subject to the conversion referred to below, Ordinary Shares, in a number determined pursuant to Section 8.1.1 of the By-Laws referred to below, without an increase in the share

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