Industrie De Nora

Proxy Solicitation & Information Statement • Jun 27, 2023

____________________________________________________________________________________________

I, the undersigned

Tax Code	Name/Company Name - Last Name and First Name Date of birth	Place of birth	_______________ Prov. of birth
Address of residence/registered office		_______________ Municipality Prov.
Telephone		_______________ Email
	NORA S.p.A. ("Company" or "INDUSTRIE DE NORA"), as 2		Entitled to exercise the voting right for no. ______ (number of shares) of shares INDUSTRIE DE
 direct holder of the shares
	 legal representative of _____
	 legal representative or attorney empowered to sub-delegate  pledgee
	 taker in  usufructuary  custodian  manager
	 other (specify) _____

as shown by :

• (i) Copy of the certificate of holdings issued by its own bank or intermediary
• (ii) Copy of the identity card or equivalent document

DELEGATE

Studio Legale Trevisan & Associati, with registered office in Milan, Viale Majno 45, in the person of Dario Trevisan, born in Milan (MI) on 04/05/1964 (C.F. TRVDRA64E04F205I), who may, in turn, be replaced by Camilla Clerici, born in Genoa (GE) on 19/01/1973 (C.F. CLRCLL73A59D969J), or by Giulio Tonelli, born in La Spezia (SP) on 27/02/1979 (C.F. TNLGLI79B27E463Q), or by Alessia Giacomazzi, born in Castelfranco Veneto (TV) on 05/09/1985 (C.F. GCMLSS85P45C111T), or Gaetano Faconda, born in Trani (BA) on 02/10/1985 (C.F. FCNGTN85R02L328O), or by Valeria Proli, born in Novara (NO) on 24/10/1984 (C.F. PRLVLR84R64F952S), or by Raffaella Cortellino, born in Barletta (BA) on 04/06/1989 (C. F. CRTRFL89H44A669V), or by Andrea Ferrero born in Turin on 05/05/1987 (C.F. FRRNDR87E05L219F), or by Marco Esposito born in Monza on 30/08/1992 (C.F. SPSMRC92M30F704H), or by Cristina Sofia Barracchia, born in Trani (BT) on 05/02/1991 (C. F. BRRCST91B45L328G), or by Marco Esposito, born in Monza (MB) on 30/08/1992 (C.F. SPSMRC92M30F704H), or by Chiara Bevilacqua born in Valdagno (VI) on 03/02/1976 (C.F. BVLCHR76B43L551U), or by Laura Pettinicchio born in Milan (MI) on 23/06/1979 (PTTLRA79H63F205E), all domiciled, for the purposes of this proxy, at Studio Legale Trevisan & Associati, Viale Majno no. 45, 20122 - Milan

to represent me for all the shares that entitle me to vote at the Extraordinary Shareholders' Meeting of:

INDUSTRIES DE NORA, convened at 35 Via Leonardo Bistolfi, 20134 - Milan (MI), for July 31, 2023, at 2:00 p.m., in a single call,

granting him/her the necessary powers to exercise the right to vote in my name and on my behalf in accordance with the instructions provided.

¹ Each person entitled to attend the Shareholders' Meeting must be represented by proxy or sub-proxy in writing, in accordance with the applicable provisions of law, with the option to use, for this purpose, this proxy form available on the Company's website, at www.denora.com in the section ("Governance / Corporate Governance / Shareholders' Meeting"). The proxy, with attachments, must be sent to the Company, by post, to the address: via Bistolfi 35, 20134 - Milan, Italy, or by certified electronic mail, to the address: industriedenora@actaliscertymail.it, or by e-mail, to the address: segreteriasocietaria@denora.com; or, alternatively, to Studio Legale Trevisan & Associati, by post, to the address: Viale Majno 45, 20122 - Milan - Italy, or by certified e-mail, at the address: rappresentante-designato@pec.it, or by e-mail, at the address: rappresentantedesignato@trevisanlaw.it (Ref. "Proxy Shareholders' Meeting INDUSTRIE DE NORA 2023"), by 12:00 a.m. on 28 July, 2023.

² Specify the qualification of the proxy signatory and, in the case of a legal person, attach the documentation proving the signatory powers.

Studio Legale Trevisan & Associati has declared that it has no personal interest in the proposed resolution submitted for voting. However, taking into account any contractual relations in place with some of its substitutes and the Company and in any case, for all legal purposes, it expressly declares that, should any unknown circumstances arise, or should any amendments or supplements be made to the proposals submitted to the Shareholders' Meeting, it and/or its substitutes shall not cast a vote other than that indicated in the voting instructions.

____________________________ _________________________________

Place and Date Signature3 (legible and in full)

³ If the delegating party is a legal person, also provide their stamp.

Voting Instructions:

(Section containing information intended for the Appointed Representative - Tick the appropriate box)

I, the undersigned

______________________________________________________________________________ (enter the name of the delegating party or - if more than one - attach a list of the names of the respective delegating parties voting in the same way for all the proxies issued to the Appointed Representative e who will sign this form on their behalf)

or, alternatively, in the case of a legal person

The (name Entity/Company)

______________________________________________________________________________ (see above)

expressly authorizes the Appointed Representative and Substitutes to vote according to the following voting instructions at the Shareholders' Meeting of INDUSTRIE DE NORA, convened: at 35 Via Leonardo Bistolfi, 20134 - Milan (MI), for July 31, 2023 at 2:00 p.m., in a single call,

E.1 Proposed amendment to Article 10 of the By-laws, concerning the participation to shareholders' meeting through the Appointed Representative. Related and consequent resolutions.	□ In favor	□ Against	□ Abstained
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	------------	-----------	-------------

Place , Date

Signature (legible in full)

_____________________________________

The following documents:

a) The proxy;

b) The voting instructions;

c) A copy of the identity card or equivalent document of the Delegating Party;

d) In the case of a legal person, a copy of a valid identity document of the interim legal representative, or of another subject granted suitable powers, together with suitable documentation proving their qualification and powers (copy of a Chamber of Commerce certificate or similar);

e) A copy of the certificate of holdings issued by their Bank or intermediary

must be sent to the Company, by post, to the address: via Bistolfi 35, 20134 - Milan, Italy, or by certified electronic mail, to the address: industriedenora@actaliscertymail.it, or by e-mail, to the address: segreteriasocietaria@denora.com; or, alternatively, to Studio Legale Trevisan & Associati, by post, to the address: Viale Majno 45, 20122 - Milan - Italy, or by certified e-mail, at the address: rappresentante-designato@pec.it, or by e-mail, at the address: rappresentante-designato@trevisanlaw.it (Ref. "Proxy Shareholders' Meeting INDUSTRIE DE NORA 2023"), by 12:00 a.m. on 28 July, 2023.

N.B. For any clarifications on the granting of the proxy (and in particular concerning the filling in of the proxy form and voting instructions and their transmission) shareholders entitled to participate at the Shareholders' Meeting may contact the Appointed Representative, at the addresses indicated above and/or at the toll-free number: 800 134 679 (during working days and working hours).

INFORMATION NOTICE PURSUANT TO ARTICLES 13 AND 14 OF REGULATION (EU) 2016/679

Note that, pursuant to articles 13 and 14 of Regulation (EU) 2016/679 (hereinafter also referred to as "GDPR"), the data contained in the proxy form will be processed by Studio Legale Trevisan & Associati (hereinafter also referred to as "Data Controller" or the "Controller") for the purposes of managing the proxy for operations at the shareholders' meeting, in compliance with current legislation on personal data protection.

This data may also come into the possession of collaborators of the Data Controller specifically authorised to process it, as Managers or Persons in Charge, to pursue the purposes mentioned above: this data may be disclosed to specific subjects in order to fulfil a legal obligation, regulation or EU legislation, or on the basis of instructions issued by Authorities with the power to do so by law, or by supervisory and control bodies. In order to pursue the aforementioned purposes, the Data Controller may need to disclose your personal data to third parties such as, for example, Studio Legale Trevisan & Associati and/or the Company.

Consent is mandatory; without consent to process the data the representative will not be allowed to participate in the Shareholders' Meeting.

The Data Controller is Studio Legale Trevisan & Associati, with offices in Viale Majno 45, 20122 - Milan.

• The Data Controller can be contacted using the details below:

• Studio Legale Trevisan & Associati, Viale Majno 45, 20122 Milan;

• +39028051133 / +3902877307.

The personal data processing shall be performed, in compliance with the provisions of the GDPR, using paper, digital and electronic means, with the sole aim of strictly pursuing the purposes indicated and, in any case, with methods suitable for ensuring its security and confidentiality in compliance with the provisions of article 32 of the GDPR. Your personal data will be processed for the time necessary to fulfil the processing purposes described above, at the end of which it shall be retained, where necessary, for the period of time laid down by current regulations.

The data subject is entitled to exercise the rights set out in articles 15 to 21 of the GDPR, that is to know, at any time, which of its data the Company is in possession of, its origin and how it is used, and to ask for it to be updated, corrected, supplemented or erased, blocked or for its portability or to object to it being processed by contacting the data controller at the details given above.

The data subject is entitled to revoke consent and to lodge a complaint with the Data Protection Authority for the protection of personal data, Piazza Venezia no. 11, 00187, Rome (RM).

The rights set out above may be exercised, with respect to the Data Controller, by contacting the references given at the start of this information notice.

As the Data Subject, you are entitled to exercise your rights free of charge pursuant to article 12 of the GDPR. Nevertheless, in the case of manifestly unfounded or excessive requests, also on account of their repetitiveness, the Data Controller may charge you a reasonable amount for the administrative costs incurred to handle your request, or reasonably refuse to satisfy the said request.

Place ..............................................................., Date.....................

Signature................................................