Industrie De Nora — Proxy Solicitation & Information Statement 2026

Mar 26, 2026

SUB PROXY FORM

INFO

QUOTA 2020

I, the undersigned

Name/Company Name - Last Name and First Name

Tax Code	Date of Birth	Place of Birth
Address of residence/Registered office	City	Province

Phone

Email

Entitled to exercise the voting right for no. ___ shares of INDUSTRIE DE NORA S.p.A. (“Company” or “INDUSTRIE DE NORA”), as

☐ direct owner of the shares
☐ legal representative of __
☐ attorney with power of sub-delegation ☐ pledgee
☐ bearer ☐ usufructuary ☐ custodian ☐ manager
☐ other (specify) __

as per:

(i) Copy of the accreditation certificate issued by your bank or intermediary
(ii) Copy of ID card or equivalent document

Delegated to vote by No. ___ Shareholders entitled to vote as a copy of the voting proxies issued by each entitled Shareholder Attesting, under my own responsibility, the compliance of the proxy to the original and the identity of their

Delegating parties, in the name and on behalf of the same

SUB-PROXY

the law firm Trevisan & Associati, with headquarters in Milan, Viale Majno No. 45, in the person of Attorney Dario Trevisan, born in Milan on May 4, 1964 (Tax Code TRVDRA64E04F205I), who may, in turn, be replaced by Camilla Clerici, born in Genoa on January 19, 1973 (Tax Code CLRCLL73A59D969J), or by Giulio Tonelli, born in La Spezia on February 27, 1979 (Tax Code TNLGLI79B27E463Q), or by Alessia Giacomazzi, born in Castelfranco Veneto (TV) on September 5, 1985 (Tax Code GCMLSS85P45C111T), or by Gaetano Faconda, born in Trani (BT) on October 2, 1985 (Tax Code FCNGTN85R02L328O), or by Valeria Proli, born in Novara on October 24, 1984 (Tax Code PRLVLR84R64F952S), or by Raffaella Cortellino, born in Barletta (BT) on June 4, 1989 (Tax Code CRTRFL89H44A669V), or by Andrea Ferrero, born in Turin on May 5, 1987 (Tax Code FRRNDR87E05L219F), or by Serena Larghi, born in Varese (VA) on November 27, 1992 (Tax Code LRGSRN92S67L682Q), or by Paolo Preda, born in Milan on January 3, 1981 (Tax Code PRDPLA81A03F205T), or by Gianluca Reggioli, born in Milan on July 10, 1973 (Tax Code RGGGLC73L10F205M), or by Denise Di Candia, born in Monza (MI) on June 6, 2001 (Tax Code DCNDNS01H46F704J), all of whom are domiciled, for the purposes of this power of attorney, at the law firm Trevisan & Associati, Viale Majno No. 45, 20122 – Milan,

1Any person entitled to attend the Shareholders’ Meeting must be represented by a written proxy or sub-proxy in accordance with applicable law; for this purpose, they may use the sub-proxy form available on the Company’s website at www.denora.com in the section (“Investors – Governance – Shareholders’ Meetings”). Sub-proxies, proxies, and any attachments must be sent to the Company by mail to the following address: Via Bistolfi 35, 20134 Milan, or via certified email to: industriedenora@actaliscertymail.it, or to the email address: segreteriasocietaria@denora.com; or, alternatively, to the law firm Trevisan & Associati, by mail, at the address: Viale Majno n. 45, 20122 – Milan - Italy, or via certified email to: rappresentante-designato@pec.it, or via email to: rappresentante-designato@trevisanlaw.it (Ref. “INDUSTRIE DE NORA 2026 Shareholders’ Meeting Proxy”), by 12:00 p.m. on April 28, 2026.

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to attend and vote on behalf of their principals at the Annual Shareholders’ Meeting of:
INDUSTRIE DE NORA, convened
at Via Leonardo Bistolfi No. 35, 20134 Milan (MI),
on April 29, 2026, at 10:00 a.m., in a single call.

The law firm Trevisan & Associati hereby states that it has no interest of its own with respect to the proposed resolutions submitted for a vote. Taking into account, however, any existing contractual relationships and, in any case, for all legal purposes, it expressly declares that, should unknown circumstances arise, or in the event of any amendment or addition to the proposals presented to the Meeting, it and/or its representatives will not cast a vote differing from that indicated in the instructions.

Place and Date

Signature (legible and in full)

2

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Voting Instructions:
(Section containing information for the Designated Representative – Check the appropriate box)

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 who vote uniformly for all proxies issued to the proxy holder who will sign this form on their behalf)

or, if a legal entity, alternatively

The (Name of Entity/Company)

_______ (see above)

expressly authorizes the Designated Representative and his Substitute to vote in accordance with the following voting instructions at the Shareholders’ Meeting of INDUSTRIE DE NORA, called at:

Via Leonardo Bistolfi No. 35, 20134 Milan (MI),

on April 29, 2026, at 10:00 a.m., in a single call.

O.1. Financial Statements as of December 31, 2025, and proposal for the allocation of the profit for the year and distribution of the dividend:
1.1 Approval of the Financial Statements as of December 31, 2025, accompanied by the Report of the Board of Statutory Auditors and the Report of the Independent Auditors. Presentation of the Consolidated Financial Statements as of December 31, 2025, accompanied by the Management Report (including the Sustainability Report);	☐ In favor of the proposal submitted by	☐ Against	☐ Abstained
1.2 Resolutions concerning the allocation of profit for the financial year 2025 and distribution of dividend.	☐ In favor of the proposal submitted by	☐ Against	☐ Abstained
O.2. Appointment of a member of the Board of Directors pursuant to Article 2386 of the Italian Civil Code.	☐ In favor of the proposal submitted by the Board of Directors – Appointment of Ms. Maria Antonietta Giannelli
☐ In favor of the proposal submitted by	☐ Against	☐ Abstained
O.3. Report on the remuneration policy and on compensation paid pursuant to Article 123-ter of Legislative Decree No. 58 of February 24, 1998, and Article 84-quater of CONSOB Regulation No. 11971/1999:
3.1 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 February 24, 1998;	☐ In favor of the proposal submitted by	☐ Against	☐ Abstained

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| 3.2 Non-binding resolution on the second section of the Report regarding compensation paid pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58 of February 24, 1998. | ☐ In favor of the proposal submitted by
...
...
... | ☐ Against | ☐ Abstained |
| --- | --- | --- | --- |

Place ________, Date ________

Signature (in full)

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4

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5

LIABILITY ACTION

In the event of a vote on the liability action proposed pursuant to Article 2393, paragraph 2, of the Civil Code by shareholders during the approval of the financial statements, the undersigned authorizes the Designated Representative to vote as follows:

☐ IN FAVOR
☐ AGAINST
☐ ABSTAINED

...Date, ...

Signature...

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The following documents:

a) the sub-proxy;
b) voting instructions;
c) a copy of the identity card or equivalent document of the sub-proxy holder;
d) if the sub-delegating proxy is a legal entity, a copy of a currently valid identification document of the current legal representative, or of another person with appropriate authority, together with documentation certifying such person's status and authority (a copy of the Chamber of Commerce registration or similar);
e) a copy of the proxies of each delegating Shareholder subject to sub-delegation;
f) if the delegating shareholder is a legal entity, a copy of a valid identification document of the current legal representative, or of another person with appropriate authority, together with documentation certifying their status and authority (copy of the Chamber of Commerce registration or similar);
g) a copy of the identity card or equivalent document of each delegating shareholder;
h) a copy of the accreditation certificate for each delegating shareholder issued by their bank or intermediary

must be sent to the Company by mail to the address: Via Bistolfi 35, 20134, Milan, or via certified email to industriedenora@actaliscertymail.it, or to the email address: segreteria.societaria@denora.com; or, alternatively, to the law firm Trevisan & Associati, by mail, at the address: Viale Majno n. 45, 20122 – Milan - Italy, or via certified email to: rappresentante-designato@pec.it, or via email to: rappresentante-designato@trevisanlaw.it (Ref. "INDUSTRIE DE NORA 2026 Shareholders' Meeting Proxy"), by 12:00 p.m. on April 28, 2026.

N.B. For any clarifications regarding the granting of the proxy (and, in particular, regarding the completion of the proxy form and the Voting Instructions and their submission), shareholders entitled to attend the Shareholders' Meeting may contact the Designated Representative at the addresses indicated above and/or at the Toll-Free Number: 800134679 (during business days and hours).

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

Please note that, pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (hereinafter also “GDPR”), the data contained in the proxy form will be processed by the law firm Trevisan & Associati (hereinafter also the “Data Controller”) for the purpose of managing the proxy for shareholder meetings, in compliance with applicable data protection laws.

Such data may be accessed by employees of the Data Controller specifically authorized to process it, in their capacity as Data Processors or Persons in Charge, for the pursuit of the aforementioned purposes: such data may be disclosed to specific parties in compliance with a legal obligation, regulation, or EU legislation, or pursuant to instructions issued by authorities legitimated by law or by supervisory and control bodies. Furthermore, in order to pursue the aforementioned purposes, the Data Controller may need to disclose your personal data to third parties such as, for example, the law firm Trevisan & Associati and/or the Company.

Consent is mandatory; without providing consent to the processing of data, it will not be possible to allow the delegate to participate in the Meeting.

The Data Controller is the Trevisan & Associati Law Firm, with offices at Viale Majno No. 45, 20122 - Milan.

The Data Controller can be contacted at the following addresses:

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

The processing of personal data will be carried out, in compliance with the provisions of the GDPR, using paper-based, IT, and electronic means, with logic strictly related to the purposes indicated and, in any case, in a manner suitable to ensure security and confidentiality in accordance with the provisions of Article 32 of the GDPR. Your personal data will be processed for the time necessary to fulfill the processing purposes described above, after which it will be retained, where necessary, for the period of time prescribed by applicable regulations.

The data subject has the right to exercise the rights set forth in Articles 15 through 21 of the GDPR, namely to know, at any time, what personal data the Company holds about them, its origin, and how it is used; to request its updating, correction, supplementation, or deletion; to request its blocking or portability; or to object to its processing by contacting the addresses mentioned above.

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

The above rights may be exercised with respect to the Data Controller by contacting the references indicated at the beginning of this policy.

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 repetitive nature, the Data Controller may charge you a reasonable fee, in light of the administrative costs incurred to process your request, or may refuse to comply with the request, providing justification.

Place ………………………………………………………………, Date…………………………

Signature…………………………………………………………