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JapanMilan, April 29, 2025 – The new Board of Directors of Industrie De Nora S.p.A. (“Industrie De Nora” or the “Company”), appointed by today's Shareholders' Meeting for the financial years 2025-2027, meeting today at the end of the ordinary Shareholders' Meeting, having acknowledged the confirmation of Federico De Nora as Chairman of the Board of Directors by the Shareholders' Meeting, has confirmed to the same, in addition to the powers conferred by law and the By-Laws, certain powers pursuant to art. 2381 of the Italian Civil Code.
The Board of Directors also appointed Paolo Dellachà as Chief Executive Officer, granting him - in his capacity as CEO and as person primarily responsible for the management of the Company and, as such, also in charge of setting up and maintaining the internal control and risk management system, in continuity with the previous structure - the powers of administration of the Company, with the exception of those attributed to the Board of Directors by applicable regulations, the By-Laws or retained within the scope of its own competences.
The Board of Directors, in line with the provisions of the Corporate Governance Code, also established the internal Committees and appointed their members. In particular, the Board confirmed the establishment of the Control, Risk and ESG Committee, the Appointments and Remuneration Committee, the Related Party Transactions Committee and the Strategies Committee, which are composed as follows:
Control, Risk and ESG Committee
- Elisabetta Oliveri (Chairwoman)*
- Alice Vatta*
- Michelangelo Mantero**
Appointment and Remuneration Committee
- Anna Chiara Svelto (Chairwoman)*
- Luca Passa**
- Maria Giovanna Calloni*
Related Party Transactions Committee
- Maria Giovanna Calloni (Chairwoman)*
- Elisabetta Oliveri*
- Anna Chiara Svelto*
Strategy Committee
- Paolo Dellachà (Chairman)
- Federico De Nora***
- Stefano Venier**
- Luca Passa**
- Mario Cesari**
In addition, the Board of Directors – pursuant to Recommendation 13 of the Corporate Governance Code - confirmed the position of Lead Independent Director in the person of non-executive and independent Director Maria Giovanna Calloni.
The Board of Directors also appointed, until revocation, the Chief Legal Officer Silvia Bertini as Secretary of the Board of Directors of the Company.
With the favorable opinion of the Board of Statutory Auditors, Luca Oglialoro, the Group's Chief Financial Officer, was confirmed as the Manager in charge of preparing the Company's financial reports, also with reference to sustainability reporting pursuant to Article 154-bis, paragraph 5-ter of the Consolidated Law on Finance.
The Board of Directors also verified that the composition of the Committees complies with the requirements of the Corporate Governance Code. Considering the declarations made by the Directors in their candidature, the Board of Directors also ascertained:
• in respect of all Directors, the non-existence of causes of ineligibility, incompatibility and disqualification and the fulfilment of the requirements of honorableness laid down by current legislation;
• the possession of the independence requirements established by law and by the Corporate Governance Code in relation to the Directors Maria Giovanna Calloni, Anna Chiara Svelto, Elisabetta Oliveri, Giorgio Metta, Alessandro Garrone and Alice Vatta, also considering the previously approved quantitative and qualitative significance criteria, reported in the Report on Corporate Governance and Ownership Structure 2024 and confirmed by today's Board of Directors;
• compliance with the applicable statutory and regulatory provisions on gender balance in the composition of the Board and the Board of Statutory Auditors.
The Board of Directors has also verified that the number of director and auditor positions held by the Directors is compatible with an effective performance of the office of Director in Industrie De Nora, also taking into account the guidelines adopted in this regard by the Board of Directors and reported in the Report on Corporate Governance and Ownership Structures 2024.
The curricula of the Company's Directors and Statutory Auditors are available on the website www.denora.com, Section “Corporate Governance".
(*) Non-executive and independent director pursuant to the Corporate Governance Code
(**) Non-executive Director
(***) Director with delegated powers pursuant to Article 2381 of the Civil Code
* * *
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.
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Barabino & Partners
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Sabrina Ragone – s.ragone@barabino.it +39 338 25 19 534
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Investor Relations
Chiara Locati
+39 02 2129 2124
ir@denora.com
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