Industrie De Nora

Proxy Solicitation & Information Statement • Mar 20, 2025

I, the undersigned

	Name/Company Name - Surname and First Name		_________________
Tax	code Date of birth		_________________ Place of birth Country of birth
Home address/legal address		Municipality	_________________ Prov.
Telephone	E-mail		_________________
DE NORA"), as			Entitled to vote with no. ______ INDUSTRIE DE NORA S.p.A., ("Company" or "INDUSTRIE

Delegated to vote by No. ______ Shareholders entitled to vote as per copies of the voting proxies issued by each entitled Shareholder

Attesting, under their own responsibility, the conformity of the proxy to the original and the identity of their proxies, in the name and on behalf of their proxies

lo Studio Legale Trevisan & Associati, con sede in Milano, Viale Majno n. 45, nella persona dell'Avv. Dario Trevisan, nato a Milano il 4.05.1964 (C.F. TRVDRA64E04F205I), che potrà farsi, a sua volta, sostituire dall'Avv. Camilla Clerici nata a Genova il 19.01.1973 (C.F. CLRCLL73A59D969J), o dall'Avv. Giulio Tonelli born in La Spezia on 27/02/1979 (C.F. TNLGLI79B27E463Q), or by Avv. Alessia Giacomazzi born in Castelfranco Veneto (TV) on 05/09/1985 (C.F. GCMLSS85P45C111T), or by Avv. Gaetano Faconda born in Trani (BT) on 02/10/1985 (C.F. FCNGTN85R02L328O), or Avv. Valeria Proli born in Novara on 24/10/1984 (C.F. PRLVLR84R64F952S), or Dott.ssa Raffaella Cortellino born in Barletta (BT) on 04/06/1989 (C.F. CRTRFL89H44A669V), or Avv. Andrea Ferrero born in Turin on 05/05/1987 (C.F. FRRNDR87E05L219F), or Dott. Marco Esposito born in Monza on 30/08/1992 (C.F. SPSMRC92M30F704H), or by Dr Martina Ranzani born in Garbagnate Milanese (MI) on 02/04/1998 (C..F. RNZMTN98D42D912C), or by Avv. Serena Larghi born in Varese (VA) on 27.11.1992 (C.F. LRGSRN92S67L682Q), or by Avv. Paolo Preda, born in Milan on 3 January 1981 (C.F. PRDPLA81A03F205T), all domiciled, for the purposes of this proxy, at Studio Legale Trevisan & Associati, Viale Majno n. 45, 20122 - Milan,

to attend and vote on behalf of their proxies at the Ordinary Shareholders Meeting of INDUSTRIE DE NORA, convened for 29 April 2025, at 10 a.m., in a single call, which shall be deemed to be held at the offices of the Company, Via Leonardo Bistolfi no. 35, 20134 Milan (MI).

Studio Legale Trevisan & Associati declares that it has no interest of its own with respect to the resolution proposals submitted to the vote. Taking into account, however, the possible contractual relationships in place and, in any case, for all legal purposes, it expressly declares that, should unknown circumstances arise, or should the proposals submitted to the Shareholders' Meeting be amended or supplemented, it and/or its substitutes shall not express a vote other than that indicated in the instructions.

Place and Date
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Place and Date Signature (legible and in full)

¹Each person entitled to participate in the Shareholders' Meeting must be represented by means of a written proxy or sub-delegation in accordance with the applicable provisions of law, with the option of using, for this purpose, this sub-delegation form available on the Company's website, at the address www.denora.com in the section ("Governance - Shareholders' Meetings"). Sub-delegations, proxies, with attachments, must be delivered to the Company, by mail, to the address: via Bistolfi 35, 20134 Milan, or by certified e-mail, to the address: industriedenora@actaliscertymail.it, or to the e-mail address: segreteria.societaria@denora.com; or, alternatively, to Studio Legale Trevisan & Associati, by mail, to the address: Viale Majno n. 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 Meeting INDUSTRIE DE NORA April2025"), by 12:00 noon on 28 April 2025.

Voting Instructions: (Section containing information for the Delegate - tick the box)

I, the undersigned Mr/Mrs.

______________________________________________________________________________ (please enter the name of the proxy holder or if more than one, attach a list of the names of the respective proxies voting uniformly for all proxies issued to the proxy holder who will sign this form on their behalf)

or if legal person alternatively

The (name Entity/Company

______________________________________________________________________________ (vedi sopra)

expressly authorises the Delegate and Substitutes to vote in accordance with the following voting instructions at the Shareholders' Meeting of INDUSTRIE DE NORA, convened:

on 29 April 2025 at 10:00 a.m., in a single call, to be held at the Company's offices at Via Leonardo Bistolfi no. 35, 20134 Milan (MI).

O.1. Financial Statements as at 31 December 2024 and proposal for allocation of profit for the year and distribution of dividend:
1.1 Approval of the Financial Statements as at 31 December 2024, accompanied by the Report of the Board of Statutory Auditors and the Independent Auditors' Report. Presentation of the Consolidated Financial Statements as at 31 December 2024, accompanied by the Management Report (including the Sustainability Report);	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
1.2 resolutions concerning the appropriation of profit for the financial year 2024 and distribution of dividends.	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
O.2. Appointment of the Board of Directors:
2.1 Determination of the number of members of the Board of Directors;	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
2.2 Determination of the term of office of Directors;	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
2.3 Appointment of Directors;	□ In favour of list no. and/or submitted by	□ Contrary	□ Abstained

2.4 Appointment of the Chairman of the Board of Directors	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
2.5 Determination of the Directors' total remuneration.	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
O.3. Appointment of the Board of Auditors:
3.1 Appointment of Statutory Auditors and Alternate Auditors;	□ In favour of list no. and/or submitted by	□ Contrary	□ Abstained
3.2 Appointment of the Chairman of the Board of Statutory Auditors;2	□ In favour of list no. and/or submitted by	□ Contrary	□ Abstained
3.3 Determination of the remuneration of the members of the Board of Statutory Auditors.	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
O.4. Report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998 and Article 84-quater of CONSOB Regulation No. 11971/1999:
4.1 Binding resolution on the first section of the Report on remuneration policy pursuant to Article 123-ter, paragraph 3-bis, of Legislative Decree No. 58 of 24 February 1998;	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
4.2 Non-binding resolutions on the second section of the Report on remuneration paid pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of 24 February 1998.	□ In favour of the proposal submitted by	□ Contrary	□ Abstained
O.5. Adoption of the "Performance Shares Plan 2025-2027", pursuant to Article 114-bis of Legislative Decree No. 58/1998; related and consequent resolutions.	□ In favour of the proposal submitted by	□ Contrary	□ Abstained

Plac , Date

² Pursuant to the provisions of Article 148, paragraph 2-bis, of Legislative Decree No. 58 of 24 February 1998 and Article 24.2, letter (b), of the Articles of Association, the Shareholders' Meeting appoints as Chairman of the Board of Statutory Auditors the Statutory Auditor drawn "from the list that came second by number of votes obtained and that is not connected in any way, not even indirectly, with the shareholders who submitted or voted for the list that came first by number of votes".

Signature (legible in full)

_____________________________________

LIABILITY ACTION

In the event of a vote on a liability action proposed pursuant to Section 2393(2) of the Italian Civil Code by shareholders on the occasion of the approval of the financial statements, the undersigned delegates the Appointed Representative to vote in accordance with the following:

□ IN FAVOR □ AGAINST □ ABSTAIN

........................................................., ...................

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

The following documents:

a) sub-delegation;

• b) the voting instructions for each Proxy Shareholder;
• c) copy of the identity card or equivalent document of the sub-delegating delegate;
• d) in the event that the sub-delegating delegate is a legal person, a copy of an identity document, with current validity, of the legal representative pro tempore, or of another person with the appropriate powers, together with appropriate documentation attesting to his/her qualification and powers (copy of Chamber of Commerce certificate or similar);
• e) copies of the proxies of each delegating and sub-delegating Shareholder;
• f) if the Proxy Shareholder is a legal person, a copy of an identity document, with current validity, of the pro tempore legal representative, or of another person with the appropriate powers, together with appropriate documentation attesting to his/her qualification and powers (copy of Chamber of Commerce certificate or similar);
• g) copy of the identity card or equivalent document of each delegating Shareholder;
• h) copy of the accreditation certificate of each Proxy Shareholder issued by its bank or intermediary

must be delivered to the Company, by mail, to the address: via Bistolfi 35, 20134, Milan - Italy, or by certified e-mail, to the address: industriedenora@actaliscertymail.it, or by e-mail, to the address: segreteria.societaria@denora.com; or, alternatively, to Studio Legale Trevisan & Associati, by mail, to the address Viale Majno n. 45, 20122 - Milan - Italy, or by certified e-mail, at the address: rappresentantedesignato@pec.it, or by e-mail, at the address: rappresentante-designato@trevisanlaw.it (Ref. "Proxy Meeting INDUSTRIE DE NORA April 2025"), by 12:00 noon on 28 April 2025.

Signature (legible and in full)

________________________________________________________________ in the name and on behalf of each of

my proxies

N.B. For any clarifications concerning the granting of proxy (and, in particular, concerning the filling in of the proxy form and the Voting Instructions and their transmission), shareholders entitled to participate in the Shareholders' Meeting may contact the Designated Representative at the addresses indicated above and/or at the toll-free number: 800134679 (during working days and hours).

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

We remind you, pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (hereinafter also referred to as the "GDPR"), that the data contained in the proxy form will be processed by Studio Legale Trevisan & Associati, (hereinafter also referred to as the "Data Controller" or the "Data Controller") for the purpose of managing the proxy for the shareholders' meeting operations, in compliance with the applicable data protection legislation.

The same data may be disclosed to the Data Controller's collaborators specifically authorised to process them, in their capacity as Data Processors or Persons in charge of Processing, for the pursuit of the aforementioned purposes: such data may be communicated to specific parties in fulfilment of a legal obligation, regulation or EU legislation, or on the basis of provisions issued by Authorities authorised to do so by law or by supervisory and control bodies. The Data Controller, moreover, for the pursuit of the aforementioned purposes, may need to communicate your personal data to third parties such as, for example, Studio Legale Trevisan & Associati and/or the Company.

Consent is mandatory; without consent to the processing of data, it will not be possible for the delegate to attend the Assembly.

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

The owner can be contacted at the following addresses:

• Studio Legale Trevisan & Associati, Viale Majno 45, 20122 Milan;
• +39028051133 / +3902877307.

Personal data will be processed, in compliance with the provisions of the GDPR, by means of paper, computer and telematic tools, with logic strictly related to the purposes indicated and, in any case, in such a way as to guarantee security and confidentiality in accordance with the provisions of Article 32 GDPR. Your personal data will be processed for the time necessary to fulfil the purposes of the processing described above, at the end of which it will be stored, where necessary, for the period of time prescribed by the regulations in force.

The data subject has the right to exercise the rights set out in Articles 15 to 21 of the GDPR, i.e. to know, at any time, what data is held on him/her at the Company, its origin and how it is used, to ask for it to be updated, corrected, supplemented or deleted, blocked, to be transferred or to object to its processing by contacting the above-mentioned addresses.

You also have the right to withdraw your consent and to lodge a complaint with the Italian Data Protection Authority, Piazza Venezia 11, 00187, Rome (RM).

The aforementioned rights may be exercised, vis-à-vis the Controller, by contacting the references indicated at the beginning of this notice.

The exercise of your rights as a Data Subject is free of charge pursuant to Article 12 of the GDPR. However, in the case of requests that are manifestly unfounded or excessive, including due to their repetitiveness, the Data Controller may charge you a reasonable expense contribution, in light of the administrative costs incurred in handling your request, or reasonably deny satisfaction of your request.

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

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