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Filing of list for the renewal of the Board of Directors and the Board of Statutory Auditors

Milan, 7 April 2025 – Industrie De Nora S.p.A. (“IDN” or the “Company”), hereby announces that the following list of candidates for the appointment of the Board of Directors and the Board of Statutory Auditors of the Company, in view of the Ordinary Shareholders' Meeting convened for 29 April 2025 (the “Shareholders' Meeting”), on single call, to resolve, inter alia, on the appointment of the Board of Directors and the Board of Statutory Auditors of the Company, was filed on 4 April 2025, the date on which the terms provided for by the provisions in force expired.

The slate was jointly submitted by FDN S.p.A. (“FDN”), Norfin S.p.A (“Norfin”) and Asset Company 10 S.r.l (“AC 10”, and jointly with FDN and Norfin, the “Majority Shareholders”), holders, in the aggregate, of 143,861,635 multiple voting shares and no. 667,489 ordinary shares of the Company, representing, taken together, 71.66% of the share capital and 85.995% of the voting rights, pursuant to the provisions of the shareholders' agreement in place between Federico De Nora, FDN, Norfin, AC 10 and SNAM S.p.A, containing relevant shareholders' agreements pursuant to Article 122 of the Italian Consolidated Law on Finance, the updated essential information on which is published on the Company's website at www.denora.com.

List of candidates for the appointment of the Board of Directors and the Board of Statutory Auditors

Candidates for appointment to the Board of Directors:
 

N.

Role

Candidate

1.

Director (*)

Maria Giovanna Calloni

2.

Director

Federico De Nora

3.

Director (++)

Paolo Dellachà

4.

Director

Mario Cesari

5.

Director (*)

Anna Chiara Svelto

6.

Director

Stefano Venier

7.

Director

Luca Passa

8.

Director (*)

Elisabetta Oliveri

9.

Director

Michelangelo Mantero

10.

Director (*)

Giorgio Metta

11.

Director (*)

Alessandro Garrone

12.

Director (*)

Alice Vatta

(*) Candidate who has declared to possess the independence requirements pursuant to Articles 147-ter, paragraph 4 and 148, paragraph 3 of the Consolidated Law on Finance and of Art. 2 of the Corporate Governance Code promoted by the Corporate Governance Committee.
(++) Candidate possessing the specific professional competences for the position of Managing Director.

Candidates for appointment to the Board of Statutory Auditors:

Section I - Statutory Auditors

N.

Role

Candidate

1.

Standing Auditor (*)

Beatrice Bompieri

2.

Standing Auditor

Eugenio Pinto

3.

Standing Auditor (*)(1)

Marcello Del Prete

Section II - Alternate Auditors

1.

Alternate Auditor

Carla Bottini

2.

Alternate Auditor

Raffaella Piraccini

3.

Alternate Auditor

Eugenio Caposeno

(*) Candidate entered in the register of statutory auditors, who has declared to have exercised the activity of statutory auditor for a period of not less than three years.
(1) If no other lists are presented for the appointment of the Board of Statutory Auditors of IDN, the present candidate is also proposed as Chairman of the Board of Statutory Auditors of the Company, without prejudice to the progressive order in the case of the presentation of more than one list.

In consideration of the fact that only one list for the appointment of the Board of Statutory Auditors had been submitted by the deadline (4 April 2025), additional lists for the appointment of the Board of Statutory Auditor may be submitted up to the third calendar day following that date (by certified electronic mail to the address industriedenora@actaliscertymail.it until Monday 7 April 2025 at 23:59 or by delivery to the registered office in Milan, Via Leonardo Bistolfi 35, by 6:00 p.m. on Monday 7 April 2025). In this case, the percentage of share capital required for the submission of the list shall be reduced to half (i.e., equal to 1.25% of the capital represented by shares with voting rights at the Ordinary Shareholders' Meeting).

Further information on the presentation, filing and publication of the lists and the procedures for the appointment of Statutory Auditors are contained in Article 24 of the By-Laws available on the Company’s website www.denora.com (Section "Governance / Documents and Procedures") and in the related explanatory report of the Board of Directors available on the same website www.denora.com (Section "Governance / Shareholders' Meetings").

The lists submitted will be made available to the public by the Company 21 days before the date set for the Shareholders' Meeting on single call (i.e. Tuesday 8 April 2025) at the registered office in Milan, Via Leonardo Bistolfi 35, on the authorised storage mechanism 1info (www.1info.it), as well as on the Company's website www.denora.com (Section "Governance / Shareholders' Meetings").

* * *

It is also announced that, in connection with the further items under items 2 and 3 of the agenda of the Shareholders’ Meeting, the Majority Shareholders also submitted the following resolution proposals concerning the appointment of the members of the Board of Directors and the Board of Statutory Auditors to be submitted to the vote of the Shareholders’ Meeting:
   - to set the number of members of the Board of Directors of the Company at 12 (twelve);
   - to set the term of office of the new Directors at 3 (three) financial years and, therefore, expiring on the date of the Shareholders’ Meeting of the Company convened for the approval of the financial statements as of 31 December 2027;
   - to appoint Federico De Nora as the Chairman of the Board of Directors;
   - to set at Euro 1,192.500 (one million one hundred ninety-two thousand five hundred/00), gross of withholding taxes, the total annual compensation of the Board of Directors, in addition to the reimbursement of expenses incurred in the exercise of its office, including (i) the remuneration for office of the Directors; (ii) the additional remuneration for the office of Chairman; (iii) the remuneration of the Directors who will be vested with special offices and (iv) the additional remuneration for participation in board committees;
   - to determine, for the entire term of their office, pursuant to Article 2402 of the Italian Civil Code, an annual emolument to each Standing Auditor in the amount of Euro 27,000.00 (twenty-seven thousand/00) and an annual emolument to the Chairman of the Board of Auditors in the amount of Euro 40,500 (forty thousand five hundred/00).

The aforesaid resolution proposals, together with the documentation proving entitlement to participate in the Shareholders’ Meeting, will be published by the Company on its website www.denora.com without delay and in any case no later than Wednesday 16 April 2025 (Section “Governance / Shareholders' Meetings”) in order to allow those entitled to vote to express themselves in an informed manner, also taking into account such new proposals, and to allow the Designated Representative to collect voting instructions on the same, if necessary.

* * *

Industrie De Nora S.p.A. is an Italian multinational company founded in 1923 and listed on the Euronext Milan stock exchange. A global leader in electrochemical processes and technologies for water management, it provides products and services that enable industrial processes in the chlor-alkali, electronics, battery, water treatment (both municipal and industrial), and green hydrogen sectors. With an operational presence across multiple regions—including the Americas, Europe, Middle East, and Asia—De Nora delivers customized solutions, effectively and reliably meeting market demands. Committed to ESG principles, the company integrates environmental sustainability and social responsibility into all its activities.

For further information and to access the Media Kit: Media Kit | De Nora

Investor Relations
Chiara Locati
+39 02 2129 2124
ir@denora.com
Investor Relations | Overview | De Nora

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