Neodecortech — Proxy Solicitation & Information Statement 2026

Mar 19, 2026

INFO BOARD FOR TEN

NEO DECOR TECH

EXPLANATORY REPORT OF THE BOARD OF DIRECTORS

ON THE FIRST, SECOND AND THIRD ITEMS 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 resolve, inter alia, on the approval of the financial statements at 31 December 2025, the allocation of the result for the year and the distribution of a dividend (agenda items 1 and 2), and to review the consolidated financial statements at 31 December 2025 (agenda item 3).

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") - sets forth the proposals that the Board of Directors of Neodecortech intends to submit to your approval with regard to the above items one, two and three on the agenda of the Meeting.

At its meeting on 13 March 2026, the Board of Directors of the Company approved this Report, which was made publicly available within the time limits and in the manner envisaged by law and regulations, at the Company's registered office in Via Provinciale 2, Filago (BG), on the website (www.neodecortech.it, Investors – Assemblee azionisti section) and on the authorized storage mechanism "" at .

Additionally, the documents related to the first, second and third items on the agenda ("Documents") are made available within the twenty-one days prior to the Meeting, and, in any case, within 90 days after the end of the year, thus by 31 March 2026, at the registered office in Via Provinciale 2, Filago (BG), as well as on the website (at www.neodecortech.it, Investors – Assemblee azionisti section) and on the authorized storage mechanism "" at .

1. Review and approval of the financial statements of Neodecortech S.p.A. at 31 December 2025, including the Board of Directors' Report on Operations, the Board of Statutory Auditors' Report, the Independent Auditors' Report, and the Certification of the Financial Reporting Manager. Relevant and ensuing resolutions.

With regard to item one on the agenda of the Meeting, the Board of Directors intends to submit for your review and approval, in accordance with the law, the draft financial statements of Neodecortech for the year ended 31 December 2025 (composed of the statement of financial position, income statement, statement of cash flows, statement of changes in equity, and notes to the financial statements), including the Directors' Report on Operations, the Board of Statutory Auditors' Report, the Independent Auditors' Report, and the Certification of the Financial Reporting Manager ("Financial Reporting Manager"), pursuant to Article 154-bis, paragraph 5, of the TUF.

In this regard, Shareholders are informed that the financial statements of Neodecortech at 31 December 2025 have been prepared in accordance with the provisions of Regulation (EC) no. 1606/2002 of the European Parliament and of the Council, in accordance with the International Financial Reporting Standards (IFRSs) in force at 31 December 2025, issued by the International Accounting Standard Board (IASB) and adopted pursuant to the Italian and European regulatory

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provisions, pro tempore in force and applicable, including Commission Delegated Regulation (EU) 2019/815 of 17 December 2018.

The financial statements of the Company at 31 December 2025 show:

• revenue from contracts with customers amounting to € 67,819 thousand and other revenue and income amounting to € 2,712 thousand;
• operating costs amounting to € 66,507 thousand;
• net financials amounting to € 6,710 thousand;
• profit before tax amounting to € 7,409 thousand; and
• net profit amounting to € 7,360 thousand.

The draft financial statements of the Company at 31 December 2025 were reviewed and approved by the Board of Directors of Neodecortech at its meeting held on 13 March 2026.

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Shareholders,

in connection with the above, the Board of Directors of the Company proposes the Shareholders' Meeting to pass the following resolution:

PROPOSED RESOLUTION

"The Shareholders' Meeting of Neodecortech S.p.A.,

• having reviewed the draft financial statements of Neodecortech S.p.A. at 31 December 2025;
• having regard to the Directors' Report on Operations;
• having acknowledged the Board of Statutory Auditors' Report, prepared pursuant to Article 2429 of the Italian Civil Code, the Independent Auditors' Report, prepared in accordance with the provisions of Regulation (EU) no. 537/2014 and Legislative Decree no. 39 of 27 January 2010, as amended and supplemented, and the additional documents required by law, and
• having reviewed the Explanatory Report of the Board of Directors,

resolves

1. to approve the financial statements of Neodecortech S.p.A. at 31 December 2025."

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2. Proposed allocation of profit for the year and distribution of dividend. Relevant and ensuing resolutions.

With regard to item two on the agenda of the Meeting, the Board of Directors, subject to the approval of the financial statements for the year ended 31 December 2025, intends to submit for your review and approval, in accordance with the law, the proposal to allocate profit for 2025, amounting to € 7,359,879.81, as follows: (i) € 367,993.99 to the legal reserve, (ii) € 6,710,220.89 to the reserve for the revaluation of undistributed investments recorded pursuant to Legislative Decree no. 38/2005, Article 6 paragraph 1 and (iii) € 281,664.93 to the extraordinary reserve.

The Board of Directors submits for your review and approval the proposal to distribute to the

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Shareholders an ordinary gross dividend of € 0.15 for each outstanding ordinary share, thus excluding treasury shares (payment on 27 May 2026, ex-dividend date no. 8 (ISIN code IT0005275778) on 25 May 2026 and record date - the accounting day at the end of which the evidence of the accounts is authentic for the purposes of entitlement to payment of the dividend - on 26 May 2026);

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Shareholders,

in connection with the above, the Board of Directors of the Company proposes the Shareholders' Meeting to pass the following resolution:

PROPOSED RESOLUTION

"The Shareholders' Meeting of Neodecortech S.p.A.,

• having reviewed the draft financial statements of Neodecortech S.p.A. at 31 December 2025;
• having regard to the Directors' Report on Operations;
• having acknowledged the Board of Statutory Auditors' Report, prepared pursuant to Article 2429 of the Italian Civil Code, the Independent Auditors' Report, prepared in accordance with the provisions of Regulation (EU) no. 537/2014 and Legislative Decree no. 39 of 27 January 2010, as amended and supplemented, and the additional documents required by law, having reviewed the Explanatory Report of the Board of Directors,

resolves

1. to allocate profit for the year of € 7,359,879.81 as follows: (i) € 367,993.99 to the legal reserve, (ii) € 6,710,220.89 to the reserve for the revaluation of undistributed investments recorded pursuant to Legislative Decree no. 38/2005, Article 6, paragraph 1 and (iii) € 281,664.93 to the extraordinary reserve;
2. to distribute to Shareholders an ordinary gross dividend of € 0.15 for each of the outstanding ordinary shares, thus excluding treasury shares (payment on 27 May 2026, ex-dividend date no. 8 (ISIN code IT0005275778) on 25 May 2026 and record date - the accounting day at the end of which the evidence of the accounts is authentic for the purposes of entitlement to payment of the dividend - on 26 May 2026);
3. to empower, severally and with single signatures, the Chairman of the Board of Directors pro tempore and the Chief Executive Officer pro tempore, with the sub-proxy option, to carry out all activities related to, consequential to, or otherwise connected with the implementation of the resolutions referred to in the points."

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1. Presentation of the consolidated financial statements of the Neodecortech Group at 31 December 2025, including the Board of Directors' Report on Operations, the Board of Statutory Auditors' Report, the Independent Auditors' Report, and the Certification of the Financial Reporting Manager.

With regard to item three on the agenda of the Meeting, the Board of Directors intends to submit for your review the consolidated financial statements of the Neodecortech Group at 31 December 2025, prepared by Neodecortech, as a joint stock company controlling other companies in compliance with Article 25 of Legislative Decree no. 127 of 9 April 1991, and IFRS 10, and including the Directors' Report on Operations, the Board of Statutory Auditors' Report, the Independent

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Auditors' Report, and the Certification of the Financial Reporting Manager pursuant to Article 154-bis, paragraph 5, of the TUF.

The consolidated financial statements of the Neodecortech Group at 31 December 2025 were also prepared in accordance with the provisions of Regulation (EC) no. 1606/2002 of the European Parliament and of the Council, in accordance with the International Financial Reporting Standards (IFRSs) in force at 31 December 2025, issued by the International Accounting Standard Board (IASB) and adopted pursuant to the Italian and European regulatory provisions, pro tempore in force and applicable, including Commission Delegated Regulation (EU) 2019/815 of 17 December 2018.

The consolidated financial statements of the Neodecortech Group at 31 December 2025 show:

• revenue from contracts with customers amounting to € 184,073 thousand and other revenue and income amounting to € 3,785 thousand;
• operating costs amounting to € 168,655 thousand;
• net financials amounting to a negative € 2,107 thousand;
• profit before tax amounting to € 8,278 thousand;
• net profit amounting to € 7,294 thousand.

The consolidated financial statements of the Neodecortech Group at 31 December 2025 were reviewed and approved by the Neodecortech Board of Directors meeting held on 13 March 2026.

The following Documentation will be made available:

• the Directors' Report on Operations at 31 December 2025, accompanied by the Board of Statutory Auditors' Report;
• the consolidated financial statements of the Neodecortech Group for the year ended 31 December 2025;
• the notes to the consolidated financial statements of the Neodecortech Group for the year ended 31 December 2025;
• the Independent Auditors' Report on the Consolidated Financial Statements of the Neodecortech Group for the year ended 31 December 2025, prepared in accordance with the provisions of Regulation (EU) no. 537/2014 and 27 January 2010, no. 39, as amended and supplemented;
• the certification by the Financial Reporting Manager and the legal representative and executive Chairman of Neodecortech, pursuant to Article 154-bis, paragraph 5, of the TUF.

All that said, the Neodecortech Shareholders' Meeting is called to review the consolidated financial statements of the Neodecortech Group at 31 December 2025.

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Filago, 13 March 2026

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For the Board of Directors
The Chairman
signed Gianluca Valentini

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