- Presentation of the Group’s Consolidated Financial Statements as of April 30, 2026, closed with Revenues
of Eu 3,620.8 million (+ 7.9% Y/Y vs Pro-forma¹ and 10.6% Y/Y vs Reported), Ebitda of Eu 260.4 million
(+8.2% Y/Y vs Pro-Forma1 , +10.6% Y/Y vs Reported, Ebitda margin 7.2%) and Adjusted Group Net Profit of Eu 106.1 million (+10.7% Y/Y vs. Pro-forma¹ and +13.3% Y/Y vs. Reported), confirming the Group’s ability to combine growth with value creation for its stakeholders. - Approval of the Statutory Financial Statements of Sesa S.p.A. as of April 30, 2026 and resolution to distribute a dividend of Eu 1.33 per share, up 33% compared to the previous year, with payment starting on September 23, 2026 and ex-dividend date on September 21, 2026 (record date on September 22, 2026).
- Approval of the Report on Remuneration Policy and Compensation Paid.
- Approval of the 2027–2029 New Stock Grant Plan.
- Approval of the authorization to purchase and dispose of own ordinary shares.
- The Board of Directors, which met following the Shareholders’ Meeting, approved the adoption of the Regulations governing the 2027–2029 Stock Grant Plan and the launch of the new share buyback
program
Empoli (FI), August 27, 2026
Sesa S.p.A. (“SESA” – SES.MI), leading player in Technology, Digital Platform and Vertical Application for enterprises and organizations, listed on the Euronext STAR segment of Italian Stock Exchange, announces that the Ordinary Shareholders’ Meeting was held today, with an attendance quorum of approximately 76% of total capital. During the Shareholders’ Meeting, the Consolidated Financial Statements as of April 30, 2026 were presented, in line with the terms previously disclosed on July 16, 2026, with Revenues1 of Eu 3,620.8 million, up 7.9% Y/Y vs Pro-forma¹ , an operating profitability (Ebitda1 ) of Eu 260.4 million, up 8.2% Y/Y vs Pro-forma¹ and an Adjusted Group EAT1 of Eu 106.1 million, up 10.7% Y/Y vs Pro-forma1 and up 13.3% Y/Y compared to Reported figures, confirming the Group’s ability to combine growth with value creation for its stakeholders. The Shareholders’ Meeting approved with the favourable vote of approximately 99.9% of the share capital represented at the Shareholders’ Meeting the Statutory Financial Statements of the parent company Sesa S.p.A. as of April 30, 2026, as proposed by the Board of Directors, and the allocation of the Net Profit for the current year, amounting to Eu 28,211 thousand (+21.5% Y/Y), as follows:
(i) Eu 1,410.5 thousand to the legal reserve;
(ii) up to a maximum amount of Eu 20,197 thousand (calculated by considering treasury shares held in portfolio) to dividend distribution;
(iii) Eu 6,603.5 thousand to the extraordinary reserve. Dividends, amounting to Eu 1.33 per share, up 33% compared to the previous year, will be paid to entitled shareholders starting from September 23, 2026, with ex-dividend date on September 21, 2026.
The Shareholders’ Meeting of Sesa S.p.A. also resolved to:
- by a large majority (approximately 79.5% of the share capital represented at the Shareholders’ Meeting), approval of the Report on Remuneration and Compensation Paid, prepared in accordance with applicable laws;
- by a large majority (approximately 82% of the share capital represented at the Shareholders’ Meeting), approval of the 2027-2029 Stock Grant Plan, under the terms already disclosed in the press release issued on July 16, 2026 and in the Information Document published on the Company’s website in the “Investors/Shareholders’ Meetings” section;
- with the favourable vote of approximately 99.7% of the share capital represented at the Shareholders’ Meeting renew the authorization to purchase and dispose of treasury shares for any purpose permitted under current regulations. The authorization concerns the purchase, also in multiple tranches, of a number of Sesa ordinary shares, with no par value, not exceeding 10% of the share capital represented by ordinary shares and for a maximum total amount of Eu 20 million.
Following the Shareholders’ Meeting held today, the Board of Directors resolved on the adoption of the Regulations governing the 2027–2029 Stock Grant Plan approved by today’s Shareholders’ Meeting, which as already extensively communicated to stakeholders following the Board of Directors’ meeting held on 16 July, provides for key executives the right to receive, free of charge, up to a maximum of 254,500 ordinary shares of the Company (including 20,750 Extra Bonus Shares), of which up to 141,000 shares are reserved for the Chief Executive Officer and the two Deputy Chairmen of Sesa S.p.A and 113,500 shares are reserved for the three Chief Executive Officers
of the subsidiaries Computer Gross S.p.A., Var Group S.p.A. and Base Digitale Group S.p.A. The information relating to the 2027-2029 Stock Grant Plan will be supplemented in accordance with the procedures and within the time limits set out in Article 84-bis, paragraph 5, letter a), of the Issuers’ Regulation.
In execution of the shareholders’ resolution on the purchase of treasury shares adopted today, the Board of Directors also resolved to launch a first share buyback program for a total amount of Eu 5 million. The program will be carried out through a specialized intermediary and in compliance with applicable regulations, starting on August 27, 2026.
The purpose of the program is to:
- build up a portfolio of treasury shares to be used in transactions consistent with the Company’s strategic development guidelines, in view of or within the framework of agreements with strategic partners, including, by way of example and without limitation, transactions of disposal and/or exchange, swap, contribution, transfer or any other transaction involving the use of treasury shares for the acquisition or disposal of equity investments or shareholdings, or other extraordinary finance transactions;
- use treasury shares for market liquidity support transactions, in order to facilitate trading of the Company’s shares in periods of low liquidity and to promote the regular course of dealings, in compliance with applicable regulations;
- allocate (in whole or in part) treasury shares, to the execution of incentive plans based on financial instruments pursuant to Article 114-bis of the TUF, approved or to be approved by the Shareholders’ Meeting.
The program concerns a number of Sesa shares with a total value not exceeding Eu 5 million and will run from 27 August 2026 to 31 October 2026. The program will be implemented in accordance with the methods, terms, and price limits approved by the Shareholders’ Meeting of August 27, 2026, the Company reserves the right to carry out subsequent share buyback programmes within the overall limit of Euro 20 million approved by today’s Shareholders’ Meeting. For the purpose of executing the program, the Company will operate through a specialized intermediary and has specifically appointed Intermonte SIM S.p.A., which also acted as intermediary for the execution of the previous buyback program. The appointed intermediary will coordinate and execute the transactions in full independence from the Company, making all decisions regarding the trading of shares, including the timing of purchases, in compliance with applicable regulations and, even outside exemption cases, in accordance with paragraphs 2 and 3 of Article 3 of Delegated Regulation (EU) 1052/2016.
Any subsequent modifications to the program will be promptly communicated to the market by the Company in accordance with applicable laws and regulations.
The Company will keep the market updated on the progress of the program in compliance with applicable laws and regulations.
The Company confirms its commitment towards the implementation of the new Group Industrial Plan 2027-2028, announced last July, with the full support of all stakeholders.
¹The comparison with the pro-forma figures as of 30 April 2025 (FY 2025), which include GreenSun S.r.l.’s pro-forma results for 1H 2025, highlights the organic growth achieved in FY 2026.
