Neodecortech — Proxy Solicitation & Information Statement 2026

Mar 19, 2026

INFO BOARD FOR

NEO DECOR TECH

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS ON THE FOURTH ITEM ON THE AGENDA OF THE SHAREHOLDERS' MEETING OF NEODECORTECH S.P.A., CONVENED ON 28 APRIL 2026 IN SINGLE CALL

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EXPLANATORY REPORT OF THE BOARD OF DIRECTORS OF NEODECOTECH S.P.A.
ON THE PROPOSED RESOLUTIONS OF THE SHAREHOLDERS' MEETING

Shareholders,

you have been convened on 28 April 2026 for the Shareholders’ Meeting ("Meeting") of Neodecortech S.p.A. ("Neodecortech" or the "Company") to review, inter alia, the following item on the agenda.

1. Presentation of the Neodecortech Group Sustainability Report at 31 December 2025.

This Report - prepared pursuant to Article 125-ter, paragraph 1, of Legislative Decree no. 58 of 24 February 1998, as amended and supplemented (the "TUF") and Article 84-ter of the Regulation adopted by CONSOB Resolution no. 11971 of 14 May 1999 (the "Issuer Regulation"), as amended and supplemented, and in accordance with Annex 3A to the Issuer Regulation (the "Report"), was approved by the Board of Directors in its meeting of 13 March 2026 and is made publicly available, within the time limits and in the manner envisaged by law and regulations, at the registered office in Via Provinciale 2, Filago (BG), as well as on the website (www.neodecortech.it, Investors – Assemblee azionisti section) and on the authorized storage mechanism "" on the website .

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With regard to item 4 on the agenda of the Meeting, the Board of Directors submits for your consideration the Neodecortech Group's non-financial disclosure (the "Disclosure").

In this regard, please note that, starting in 2022 (with regard to the year ended 31 December 2021), Neodecortech has reported annually on its management process, through a comprehensive and transparent representation of commitments made, related business objectives, and performance, by preparing, on a voluntary basis, the non-financial statement (NFS) referred to in Legislative Decree 254/2016, prepared following the guidelines issued by the Global Reporting Initiative and in line with the GRI Standards ("GRI").

The information contained in the Group's Disclosure has been defined in a number of non-financial information areas of a social/environmental nature deemed material, taking account of the activities and characteristics of Neodecortech. For each area, a description is given of the relevant business model for managing and organizing activities, policies practiced and results achieved.

Additionally, for the purpose of preparing the Disclosure, account was taken of CONSOB's announcement on 1 March 2021 regarding climate change-related risks and opportunities, as per the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), established under the Financial Stability Board (FSB). The Report includes the information required by Article 8 of Regulation (EU) 2020/852 of 18 June 2020 (so-called "Taxonomy Regulation") and its delegated regulations.

In defining the structure and content of the Disclosure, the Company carried out a materiality analysis process aimed at identifying the topics that, in relation to its business profile, strategies, stakeholder expectations, and its context of operations, may be considered relevant in reflecting the economic, environmental, and social impacts of the organization or influencing the decisions of the Group's stakeholders.

As in 2024, the 2025 Disclosure is based on a materiality analysis. The benchmark analysis, performed in 2023 and confirmed for 2025 as well, identified sustainability topics attributable to 4 different macro areas: governance and economic capital, relational and infrastructure capital, human capital, and environmental capital. The identified impacts were grouped based on their level of

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affinity to obtain a condensed list of 22 ESG topics for quantitative evaluation by top management and a representative sample of the company's main stakeholder categories: employees, suppliers, and customers. A questionnaire was used to assess the topics, with participants asked to prioritize each topic based on its level of relevance.

The Disclosure for 2025 was reviewed and approved by the Board of Directors at its meeting on 13 March 2026, after review by the Control, Risk and Sustainability Committee at its meeting on 10 March 2026, and then made available to the supervisory bodies (Board of Statutory Auditors and Independent Auditors) for their activities. The Disclosure was also subject to a limited assurance by BDO Audit Services S.r.l., which assessed its compliance and the principles and methodologies of the reporting standard used. The relevant report, separate from the statutory audit report, is attached to the Disclosure and published at the same time as the Disclosure.

The full text of the Disclosure accompanied by its annexes will be made available within the twenty-one days prior to the Shareholders' Meeting at the registered office in Via Provinciale 2, Filago (BG), as well as on the website (www.neodecortech.it, Investors – Assemblee azionisti section), and on the authorized storage mechanism "" at .

All this being said, the Shareholders' Meeting of Neodecortech S.p.A. is called to review the Group Sustainability Report at 31 December 2025.

Filago, 13 March 2026

For the Board of Directors

The Chairman

signed Gianluca Valentini