Industrie De Nora — Proxy Solicitation & Information Statement 2026

Mar 26, 2026

INFO DISTRICT 2000

FORM

The undersigned

Name/Company Name - Last Name and First Name

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

Phone Email

entitled to vote with no. _______ shares of INDUSTRIE DE NORA S.p.A. (“Company” or “INDUSTRIE DE NORA”) as²

☐ 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

POWER OF ATTORNEY

The law firm Trevisan & Associati, with registered office in Milan, Viale Majno No. 45, represented by 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 ID 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 Code Denise Di Candia, born in Monza (MI) on June 6, 2001 (Tax Code DCNDNS01H46F704J), all domiciled, for the purposes of this proxy, at the law firm Trevisan & Associati, Viale Majno No. 45, 20122 – Milan,

to represent him/her in all matters for which he/they have voting rights at the Ordinary 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 meeting,

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

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¹ Any 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 Proxy Form available on the Company’s website at www.denora.com, in the “Investors – Governance – Shareholders’ Meetings” section. The proxy, along with any attachments, must be sent to the Company by mail to the address: c, or via certified email to the address: industriedenora@actaliscertymail.it, or to the email address: segreteria.societaria@denora.com; or, alternatively, to the law firm Trevisan & Associati, by mail to the address: Viale Majno n. 45, 20122 – Milan - Italy , or via certified email, to the address : rappresentante-designato@pec.it, or via email, to the address: rappresentante-designato@trevisanlaw.it (Ref. “INDUSTRIE DE NORA 2026 Shareholders’ Meeting Proxy”), by 12:00 PM on April 28, 2026.

² Please specify the capacity of the signatory of the proxy and, in the case of a legal entity, attach documentation proving the authority to sign.

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The law firm Trevisan & Associati hereby states that it has no personal interest in the proposed resolutions submitted for a vote. Taking into account, however, any existing contractual relationships and, in any case, for all legal purposes, he expressly declares that, should unknown circumstances arise, or in the event of any amendment or addition to the proposals presented to the Shareholders’ Meeting, he and/or his substitutes 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 Delegate – Check the appropriate box)

The undersigned Mr./Ms.

(enter the name of the delegate)

or, if a legal entity, alternatively

The (Name of Entity/Company)

(see above)

hereby expressly authorizes the Delegate and 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 meeting.

0.1. 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
0.2. 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
0.3. 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:

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| 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 |
| --- | --- | --- | --- |
| 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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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

...There, ...

Signature...

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The following documents

a) delegation;
b) voting instructions;
c) copy of the delegate's identity card or equivalent document;
d) in the case of a legal entity, a copy of an identity document, currently valid, of the legal representative pro tempore, or of another person with the appropriate powers, together with appropriate documentation attesting to their qualification and powers (copy of chamber of commerce certificate or similar);
e) a copy of the accreditation certificate issued by your 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, to the law firm Trevisan & Associati, by mail to 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 proxy (and, in particular, regarding the completion of the Proxy Form and 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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7

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

We would like to remind you, pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (hereinafter also “GDPR”), that the data contained in the proxy form will be processed by Studio Legale Trevisan & Associati (hereinafter also 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 collaborators of the Data Controller 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.

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