Milan, April 29, 2026 – Industrie De Nora S.p.A. (the “Company”) announces that the ordinary Shareholders’ Meeting held on the date hereof, chaired by Federico De Nora, approved the Company’s financial statements as of 31 December 2025, as per the draft financial statements approved by the Board of Directors at the meeting held on 17 March 2026, which show a profit for the year of EUR 37,704,779.00. The Shareholders’ Meeting also resolved to approve the distribution to Shareholders of a dividend of EUR 0.103 per share, equal to an aggregate amount of EUR 20,471,158.23, gross of withholding taxes, corresponding to a pay-out of approximately 25% of consolidated net profit, through the use of the profit for the year, also with warning that the possible change in the number of treasury shares in the portfolio of the Company at the time of the distribution will have no incidence on the amount of the unit dividend as established above, but will increase or decrease the amount set aside to the retained earnings, with dividend date 18 May 2026, payable on 20 May 2026, with record date, pursuant to Article 83-terdecies of Legislative Decree No. 58 of February 24, 1998 (“TUF”), on 19 May 2026.
The Consolidated Financial Statements and the Management Report, including the Sustainability Report, were also presented.
REPORT ON REMUNERATION POLICY AND COMPENSATION PAID
The Shareholders’ Meeting approved the Company’s policy on the remuneration of the members of the Board of Directors and managers with strategic responsibilities and of the members of the Board of Statutory Auditors, as set forth in the first section of the Report on Remuneration Policy and Fees Paid drafted Pursuant to Article 125-ter of the Consolidated Law on Finance and Article 84-ter of the implementing regulation of the Consolidated Law on Finance concerning the discipline of issuers, adopted by Consob with Resolution No. 11971 of 14 May 1999 (the “Issuers Regulations”).
The Shareholders’ Meeting also resolved in favour of the second section of the aforementioned Report, containing, inter alia, the account of remuneration paid for any reason and in any form for the financial year ending 31 December 2025 in favour of the aforementioned persons.
APPOINTMENT OF A MEMBER OF THE BOARD OF DIRECTORS PURSUANT TO ARTICLE 2386 OF THE ITALIAN CIVIL CODE
As proposed by the Board of Directors, the Shareholders’ Meeting appointed as new director of the Company, pursuant to Article 2386 of the Italian Civil Code, Maria Antonietta Giannelli, already co-opted on 31July 2025, following the resignation of Stefano Venier, appointed by the Shareholders’ Meeting held on 29 April 2025. The terms of office of Director Giannelli will expire, along with those of the other members of the Board of Directors, on the date of the Shareholders’ Meeting convened to approve the financial statements for the 2027 financial year.
ADDITIONAL INFORMATION
In accordance with the provisions of Article 135-undecies.1 of the TUF and Article 10.2 of the Company's By-Laws, the participation in the Shareholders' Meeting of those entitled to attend took place exclusively through the representative designated by the Company pursuant to Article 135-undecies of the TUF.
At the time of the opening of the proceedings, 87.4022% % of the share capital was represented at the Shareholders' Meeting, corresponding to 94.9452% of the voting rights. The minutes of the Shareholders' Meeting will be made available to the public, in accordance with the law, at the Company's registered office, on the Company's website at www.denora.com (Section 'Investors / Governance / Shareholders' Meetings) and on the authorized storage mechanism called www.1info.it). The summary report of the voting and the minutes of the meeting will be made available on the Company's website at www.denora.com (Section 'Investors / Governance / Shareholders' Meetings') within the terms of the law.
STATEMENT BY THE MANAGER RESPONSIBLE FOR PREPARING THE COMPANY’S FINANCIAL REPORTS
Luca Oglialoro, in his capacity as the manager in charge of preparing the Company's financial reports, declares - pursuant to paragraph 2, Article 154-bis of the TUF - that the accounting information contained in this press release corresponds to the documented results, books and accounting records.
